Form 8-K

8-K — Western Union CO

Accession: 0001193125-26-350419

Filed: 2026-08-14

Period: 2026-08-13

CIK: 0001365135

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d126356d8k.htm (Primary)

EX-99.1 (d126356dex991.htm)

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8-K

8-K (Primary)

Filename: d126356d8k.htm · Sequence: 1

8-K

Western Union CO false 0001365135 0001365135 2026-08-13 2026-08-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2026

THE WESTERN UNION COMPANY

(Exact name of registrant as specified in its charter)

Delaware

001-32903

20-4531180

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

7001 East Belleview Avenue

Denver, Colorado

80237

(Address of principal executive offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 866 405-5012

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 Par Value

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On August 14, 2026, The Western Union Company, a Delaware corporation (the “Company”), issued a press release regarding, among other things, the matters described under Item 8.01 below. A copy of the press release is attached hereto as Exhibit 99.1.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference to such filing.

Item 8.01. Other Events.

On August 13, 2026, in connection with the pending acquisition of International Money Express, Inc., a Delaware corporation (“IMXI”), by way of merger (the “Merger”), the Company and Intermex Wire Transfer II, LLC, a subsidiary of IMXI (“Intermex”), entered into an Assurance of Discontinuance (the “AOD”) with the Office of the Attorney General of the State of New York (the “NYAG”), which resolved a review by the NYAG and the New York State Department of Financial Services (the “NYDFS”) concerning the Merger’s potential effect on competition in the market for remittance services from New York State to certain countries in the Latin America and Caribbean region (the “Relevant Countries”). The AOD was entered into for settlement purposes only and does not constitute an admission of any violation of law, and neither the Company nor Intermex admits the NYAG’s findings set forth in the AOD.

Also on August 13, 2026, in connection with the AOD, the Company agreed to certain commitments (the “Commitments” and collectively with the AOD, the “Agreements”) with the NYDFS. Under the Commitments, the Company has agreed, among other things, for a period of three years following the closing of the Merger, to: (i) maintain a certain footprint of retail locations in New York State, (ii) continue to offer retail remittance services to the Relevant Countries, (iii) limit certain price changes with respect to retail remittances from the State of New York to the Relevant Countries, (iv) provide certain periodic reports to the NYDFS and (v) obtain prior approval from the NYDFS of certain types of acquisitions. The Company is also required to engage an independent auditor, subject to the NYDFS’s approval, to assess the Company’s compliance with the Commitments.

In connection with the Agreements, the Company has obtained NYDFS approval of the indirect change of control of Intermex’s New York-licensed money transmitter subsidiary in connection with the Merger.

Also on August 13, 2026, the California Department of Financial Protection and Innovation (the “DFPI”) sent a letter to the Company and IMXI suspending the approval extension previously granted on July 31, 2026 for the Company’s pending acquisition of IMXI. In its letter, the DFPI stated that the suspension is “based on a need to further review the transaction as a result of the intervening six months since approval was originally granted, and to further examine the impact of the proposal on operations in this state.” The Company and IMXI intend to engage promptly with the DFPI to address its questions and to seek reinstatement of the approval as soon as practicable.

The Company and IMXI remain committed to completing the transaction and intend to close promptly after the reinstatement of the DFPI approval, subject to satisfaction or waiver of remaining customary closing conditions.

Forward-Looking Statements

This Current Report on Form 8-K contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict. Actual outcomes and results may differ materially from those expressed in, or implied by, these forward-looking statements. Words such as “expects,” “intends,” “targets,” “anticipates,” “believes,” “estimates,” “guides,” “provides guidance,” “provides outlook,” “projects,” “designed to,” “pending,” ”working to,” ”subject to,” and other similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would,” “could,” and “might” are intended to identify such forward-looking statements. Readers of this Current Report on Form 8-K should not rely solely on the forward-looking statements and

should consider all uncertainties and risks discussed in the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and in subsequent filings with the Securities and Exchange Commission (the “SEC”) made by the Company. The statements are only as of the date they are made, and the Company disclaims any obligation to update any forward-looking statement.

By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, as well as any related oral statements, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to, factors relating to: (i) the completion of the proposed transaction on anticipated terms and timing (or whether the transaction will close at all), including obtaining regulatory approvals (such as the pending approval from the DFPI) and the satisfaction or waiver of conditions to the completion of the transaction; (ii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the definitive merger agreement; (iii) the impact of regulatory actions, investigations or inquiries, including the suspension of previously granted approvals, on the timing or completion of the proposed transaction; (iv) the impact of the obligations under the AOD and the Commitments on the Company’s business, results of operations, financial condition and prospects; (v) the Company’s ability to satisfy and remain in compliance with the terms and conditions of the AOD and the Commitments; and (vi) other risks and uncertainties pertaining to the Company’s business, including those set forth in its most recent Annual Report on Form 10-K and its subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed or furnished with the SEC.

Item 9.01.

Financial Statements and Exhibits.

Exhibit

Number

Description of Exhibit

99.1

Press release issued by The Western Union Company and International Money Express, Inc. on August 14, 2026

101

Inline XBRL Document Set for the Cover Page from this Current Report on Form 8-K, formatted as Inline XBRL

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 14, 2026

THE WESTERN UNION COMPANY

By:

/s/ Benjamin C. Adams

Name:

Benjamin C. Adams

Title:

Executive Vice President, Chief Legal Officer

EX-99.1

Filename: d126356dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Western Union and Intermex Provide Update on Pending Acquisition

DENVER & MIAMI – (BUSINESS WIRE) – August 14, 2026 – The Western Union Company (NYSE: WU)

and International Money Express, Inc. (Intermex) (NASDAQ: IMXI) today provided an update regarding regulatory approvals for Western Union’s pending acquisition of Intermex.

Western Union and Intermex announced today that the parties have received regulatory approval from the New York State Department of Financial Services (the

“NYDFS”) for Western Union’s pending acquisition of Intermex. In connection with the approval, Western Union made certain commitments to the NYDFS with respect to remittance services and locations in New York following the

acquisition.

Also on August 13, 2026, Western Union and Intermex received a letter dated August 13, 2026 from the California Department of

Financial Protection and Innovation (the “DFPI”) suspending the approval extension previously granted on July 31, 2026 for Western Union’s pending acquisition of Intermex. In its letter, the DFPI stated that the suspension is

“based on a need to further review the transaction as a result of the intervening six months since approval was originally granted, and to further examine the impact of the proposal on operations in this state.” Western Union and

Intermex intend to engage promptly with the DFPI to address its questions and to seek reinstatement of the approval as soon as practicable.

Western Union

and Intermex remain committed to completing the transaction and intend to close promptly after the reinstatement of the DFPI approval, subject to satisfaction or waiver of remaining customary closing conditions.

About Western Union

The Western Union Company (NYSE: WU)

is committed to helping people around the world who aspire to build financial futures for themselves, their loved ones and their communities. Our leading cross-border,

cross-currency money movement, payments and digital financial services empower consumers, businesses, financial institutions and governments — across more than 200 countries and territories and nearly

130 currencies — to connect with billions of bank accounts, millions of digital wallets and cards, and a global footprint of hundreds of thousands of retail locations. Our goal is to offer accessible, financial services that help people and

communities prosper. For more information, visit www.westernunion.com.

About Intermex

Founded in 1994, Intermex enables consumers to send money from the United States, Canada, Spain, Italy, and Germany to more than 60 countries. Intermex

provides digital money through agent retailers; Intermex-operated stores; mobile apps; and Intermex’s websites. Transactions are fulfilled through thousands of retail and bank locations worldwide. Intermex is headquartered in Miami, Florida,

with international offices in Puebla, Mexico, Guatemala City, Guatemala, London, England, and Madrid, Spain. For more information about Intermex, please visit www.intermexonline.com.

Western Union Contacts:

Media Relations:

Amanda Demarest

media@westernunion.com

Investor Relations:

Tom Hadley

WesternUnion.IR@westernunion.com

Intermex Contact:

Investor Relations:

Alex Sadowski

IR@intermexusa.com

Safe Harbor Compliance Statement for Forward-Looking Statements

This press release contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These

statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict. Actual outcomes and results may differ materially from those expressed in, or implied by, these

forward-looking statements. Words such as “expects,” “intends,” “targets,” “anticipates,” “believes,” “estimates,” “guides,” “provides guidance,”

“provides outlook,” “projects,” “designed to,” “pending,” ”working to,” ”subject to,” and other similar expressions or future or conditional verbs such as “may,”

“will,” “should,” “would,” “could,” and “might” are intended to identify such forward-looking statements. Readers of this joint press release of Western Union and Intermex should not rely

solely on the forward-looking statements and should consider all uncertainties and risks discussed in the Risk Factors section of the respective Annual Reports on Form 10-K for the year ended December 31,

2025 for Western Union and Intermex and in subsequent filings with the Securities and Exchange Commission (the “SEC”) made by Western Union and Intermex, respectively. The statements are only as of the date they are made, and neither

Western Union nor Intermex undertakes any obligation to update any forward-looking statement.

By their nature, forward-looking statements address matters

that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the proposed transaction and the anticipated benefits thereof. These and other

forward-looking statements, as well as any related oral statements, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any

forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to, factors relating to the proposed acquisition of Intermex by Western Union, including: (i) the completion of the proposed

transaction on anticipated terms and timing (or whether the transaction will close at all), including obtaining regulatory approvals (such as the pending approval from the DFPI) and the satisfaction or waiver of conditions to the completion of the

transaction; (ii) the ability of Western Union to integrate and implement its plans, forecasts and other expectations with respect to Intermex’s business after the completion of the proposed transaction; (iii) the occurrence of any

event, change or other circumstance or condition that could give rise to the termination of the definitive merger agreement, which may require either Western Union or Intermex to pay a termination fee or other expenses; (iv) potential

significant transaction costs associated with the proposed transaction, and the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (v) continued

availability of capital and other changes in

capital markets; (vi) potential litigation or regulatory actions relating to the proposed transaction, which could result in significant costs of defense, indemnification, and liability;

(vii) the risk that disruptions from the proposed transaction, such as diverting management’s attention from the ongoing business operations and relationships of Western Union or Intermex, may harm its business, including current plans

and operations, the market price of the capital stock of Western Union and Intermex, or Western Union’s and Intermex’s operating results; (viii) the effect of the announcement, pendency or completion of the proposed transaction on

the ability of Western Union or Intermex to retain and hire key personnel; (ix) Western Union or Intermex’s ability to maintain relationships with customers, suppliers, governments, regulators and others with whom Western Union or

Intermex, respectively, does business, or its operating results or business generally; (x) potential adverse business uncertainty resulting from restrictions imposed by the definitive merger agreement during the pendency of the proposed

transaction that may impact Western Union or Intermex’s ability to pursue certain business opportunities or strategic transactions; (xi) the impact of regulatory actions, investigations or inquiries, including the suspension of previously

granted approvals, on the timing or completion of the proposed transaction; and (xii) the risks and uncertainties pertaining to Western Union and Intermex’s respective businesses, including those set forth in the most recent Annual Report

on Form 10-K and its subsequent Quarterly Reports on Form 10-Q filed by Western Union and Intermex, respectively, as such risk factors may be amended, supplemented or

superseded from time to time by other reports filed or furnished with the SEC.

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