DEF 14A of Western Union CO, Mar 31, 2026

DEF 14A of Western Union CO

Filed Mar 31, 2026 · FY20250001206774-26-000167

Open on EDGAR

  1. Proxy Summary

    Proxy Summary This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement before voting.

  2. Proxy Summary

    | 2026 Annual Meeting Of Stockholders Of The Western Union Company (The “Company,” “Western Union,” “We,” “Our,” Or “Us”) | | | | | | | | When: May 14, 2026 at 8:00 a.m. Mountain Time | | Where: Company Headquarters 7001 E. Belleview Avenue Denver, Colorado 80237 | | Record Date: March 17, 2026 |

  3. Proxy Summary

    | Meeting Agenda And Voting Matters | | | | | | MANAGEMENT PROPOSALS | BOARD VOTE RECOMMENDATION | PAGE REFERENCE (FOR MORE DETAIL) | | 1 | Election of Directors named in this Proxy Statement to serve as members of the Company’s Board of Directors until the Company’s 2027 Annual Meeting of Stockholders | FOR each director nominee | Page 16 | | 2 | Advisory Vote to Approve Executive Compensation | FOR | Page 83 | | 3 | Ratify the Selection of Ernst & Young LLP as our independent registered public accounting firm for 2026 | FOR | Page 84 | | 4 | Approval of the Company’s 2026 Employee Stock Purchase Plan | FOR | Page 85 | | 5 | Stockholder proposal regarding stockholder right to act by written consent | AGAINST | Page 89 |

  4. Proxy Summary

    | Information About Our Director Nominees (Page 2) | | | | | | | | | | | | 92% Independent 11 Members | CEO Experience | Regulated Industry/Government Experience | Global Operations Experience | Diversity 4 Female 1 Hispanic/Latino 2 Asian* 1 LGBTQ+ 1 American Indian** | | * Asian Female and Asian Male | | | | | | ** American Indian Female This chart reflects the composition, skills, qualifications, and characteristics of our Board of Directors nominated for election at the 2026 Annual Meeting. | | | | |

  5. Proxy Summary

    | 2026 Proxy Statement | I |

  6. Proxy Summary

    Our Director Nominees

  7. Proxy Summary

    | Independent | Julie M. Cameron-Doe Director Since 2023 • Age 56 Committee(s) • Audit Committee • Compliance Committee | Independent | Michael A. Miles, Jr. Director Since 2006 • Age 64 Committee(s) • Compensation and Benefits Committee Chair • Corporate Governance Committee | | Independent | Martin I. Cole Director Since 2015 • Age 69 Committee(s) • Compensation and Benefits Committee • Corporate Governance Committee | Independent | Timothy P. Murphy Director Since 2020 • Age 64 Committee(s) • Audit Committee • Compliance Committee Chair | | Independent | Suzette M. Deering Director Since 2023 • Age 56 Committee(s) • Compensation and Benefits Committee • Corporate Governance Committee | Independent | Milind Pant Director Since 2026 • Age 55 Committee(s) • Audit Committee • Compliance Committee | | Independent | Betsy D. Holden Director Since 2006 • Age 70 Committee(s) • Compensation and Benefits Committee • Corporate Governance Committee Chair | Independent | Jan Siegmund Director Since 2019 • Age 61 Committee(s) • Audit Committee Chair • Compliance Committee | | Independent | Jeffrey A. Joerres Director Since 2015 • Age 66 Chair of the Board Committee(s) • None | Independent | Angela A. Sun Director Since 2018 • Age 51 Committee(s) • Audit Committee • Compensation and Benefits Committee | | Independent | Devin B. McGranahan Director Since 2021 • Age 57 President and Chief Executive Officer Committee(s) • None | Independent | Solomon D. Trujillo Director Since 2012 • Age 74 Committee(s) • Audit Committee • Compliance Committee |

  8. Proxy Summary

    | II | Western Union |

  9. Proxy Summary

    Governance Highlights (Page 17)

  10. Proxy Summary

    | | Annual Election of Directors | | | Proxy Access | | | Majority Vote Standard in Uncontested Elections | | | Stockholder Right to Call Special Meetings at 10% Ownership Threshold | | | No Stockholder Rights Plan (“Poison Pill”) | | | No Supermajority Voting Provisions in the Company’s Organizational Documents | | | Independent Board, Except for our Chief Executive Officer (“CEO”) | | | Independent Non-Executive Chair | | | Independent Board Committees | | | Confidential Stockholder Voting | | | Board Committee Authority to Retain Independent Advisors | | | Robust Codes of Conduct | | | Board Committee Oversight of Sustainability Matters | | | Robust Stock Ownership Guidelines for Senior Executives and Directors | | | Prohibition Against Pledging and Hedging of Company Stock by Senior Executives and Directors | | | Regular Stockholder Engagement |

  11. Core Components Of 2025 Executive Compensation

    | Base Salary – Fixed compensation component payable in cash | | Annual Incentive Awards – Variable compensation component payable in cash based on performance against annually established performance objectives | | Performance-Based Restricted Stock Units (“PSUs”) – PSUs cliff vest after three years based on the Company’s achievement of financial performance objectives, with a payout modifier based on the Company’s relative total stockholder return (“TSR”) versus the Standard & Poor’s MidCap 400 Index (“S&P MidCap 400 Index”) | | Restricted Stock Units (“RSUs”) – RSUs vest in one-third annual increments based on continued service during the vesting period | | Stock Options – Non-qualified stock options granted with an exercise price equal to fair market value on the date of grant that expire ten years after grant and become exercisable in 25% annual increments over a four-year vesting period |

  12. Key Features Of Our Executive Compensation Program

    | What We Do | | | | Pay-for-performance and at-risk compensation. A significant portion of our targeted annual compensation is performance-based and/or subject to forfeiture (“at-risk”), with emphasis on variable pay to reward short- and long-term performance measured against pre-established objectives informed by our Company’s strategy. | | | Align compensation with stockholder interests. Performance measures for incentive compensation are linked to the overall performance of the Company and are designed to be aligned with the creation of long-term stockholder value. | | | Emphasis on future pay opportunity vs. current pay. Our long-term incentive awards are equity-based, use multi-year vesting provisions to encourage retention, and are designed to align our NEOs’ interests with long-term stockholder interests. For 2025, the annual long-term equity awards comprised approximately 77% of the total target annual compensation for our CEO and, on average, approximately 57% of the total target annual compensation for our other NEOs. | | | Mix of performance metrics. The Company utilizes a mix of performance metrics that emphasize both absolute performance goals, which provide the primary links between incentive compensation and the Company’s strategic operating plan and financial results, and a relative payout modifier, which measures the Company’s relative Total Shareholder Return (“TSR”) versus the S&P MidCap 400 Index. | | | Stockholder engagement. The Compensation Committee Chair and members of management regularly engage with stockholders to better understand their perspectives on the Company’s executive compensation program, the Say-on-Pay vote, and our related disclosures. | | | “Clawback” policies. Pursuant to the Company’s Dodd-Frank Clawback and Forfeiture Policy (the “Dodd-Frank Policy”), the Company is required to recoup certain incentive compensation from covered officers in the event of a financial restatement. In addition, the Company maintains a separate Misconduct Clawback and Forfeiture Policy (the “Misconduct Policy”) which provides that the Company may, in its sole discretion, recoup certain incentive compensation, including time-based equity awards, from covered officers in the event the covered officer engages in compliance misconduct or detrimental conduct. | | | Robust stock ownership guidelines. We require our executive officers to own a meaningful amount of Company stock to align them with long-term stockholder interests (6x base salary in the case of our CEO and 3x base salary for our other NEOs). | | | Include leadership and compliance metrics in compensation program. Multi-year vesting and/or performance periods for long-term incentive awards. Independent compensation consultant retained by the Compensation Committee. “Double trigger” severance benefits in the event of a change-in-control. Maximum payout caps for annual cash incentive compensation and PSUs. |

  13. Key Features Of Our Executive Compensation Program

    | What We Don’t Do | | | | No repricing or buyout of underwater stock options without stockholder approval. No change-in-control tax gross ups. Prohibition against pledging and hedging of Company securities by senior executives and directors. Please see “Summary of Corporate Governance Practices” for additional details. No dividends or dividend equivalents are paid on unvested or unearned PSUs or RSUs. No service-based defined benefit pension plan. |

  14. Key Features Of Our Executive Compensation Program

    | Equity Mix | | | | | CEO Equity Mix | Other NEOs Default Mix |

  15. Board Of Directors Information

    Board Of Directors Information In accordance with applicable Delaware law, the business of the Company is managed under the direction of its Board of Directors. Pursuant to the Company’s Charter, the Board of Directors is to consist of not less than one nor more than 15 directors. All directors’ terms will expire at the Annual Meeting. At the Annual Meeting, director nominees will stand for election for one-year terms, expiring at the 2027 Annual Meeting of Stockholders. The Board currently consists of twelve directors. The Board selects director nominees on the basis of experience, integrity, skills, diversity of background, ability to make independent analytical inquiries, understanding of the Company’s business environment, and willingness to devote adequate time to Board duties, all in the context of an assessment of the perceived needs of the Board at a given point in time. In addition to the individual attributes of each of the directors described below, the Company highly values the collective business experience and qualifications of the directors. We believe that the diversity of experiences, viewpoints, and perspectives of our directors result in a Board with the commitment and energy to advance the interests of our stockholders. During 2025, the Board of Directors met eight times (not including committee meetings). Each of the directors attended at least 75% of the aggregate number of meetings of the Board and Board committees on which they served during 2025. More information regarding our director nominees is provided below.

  16. Board Of Directors Information

    | | Julie M. Cameron-Doe Former Chief Financial Officer of Wynn Resorts, Limited | Age 56 Director Since 2023 | | • CFO Experience • Financial Literacy • Eligible for Audit Committee Financial Expert • Regulated Industry/ Government • Global Operational Experience • Digital Technology | Notable Expertise Provided to the Board ► Expertise and knowledge as a financial leader in publicly and privately held international businesses gained through service as a chief financial officer of a large, U.S.-based luxury hotel and casino operator and an international developer and manufacturer of consumer gaming products. ► Experience leading company expansion through mergers and acquisitions which provides informed perspective to the Board on potential inorganic growth opportunities. Principal Occupation, Business Experience, and Directorships Ms. Cameron-Doe served as Chief Financial Officer of Wynn Resorts, Limited, a luxury hotel and casino operator, from 2022 to 2026. Previously, she served as Chief Financial Officer of Aristocrat Leisure Limited, a leading gaming manufacturer, from 2018 to 2022 and was Group General Manager-Finance at Aristocrat Leisure Limited from 2013 to 2018. Prior to that, Ms. Cameron-Doe held various financial leadership roles at entertainment and e-commerce companies in the United Kingdom and Australia. Ms. Cameron-Doe currently serves on the Board of Directors for Wynn Macau, Limited, a public company listed on the Hong Kong Stock Exchange and an indirect majority owned subsidiary of Wynn Resorts, Limited. | |

  17. Board Of Directors Information

    | Other Public Directorships: Wynn Macau, Limited | Committee(s): Audit Committee, Compliance Committee |

  18. Board Of Directors Information

    | 2 | Western Union |

  19. Board Of Directors Information

    | | Martin I. Cole Former Chair of the Board and Interim Chief Executive Officer of Cloudera, Inc. Former Chief Executive of the Accenture Technology Group | Age 69 Director Since 2015 | | • CEO Experience • Regulated Industry/ Government • Financial Literacy • Emerging Markets • Global Operational Experience • Digital Technology | Notable Expertise Provided to the Board ► Deep knowledge and expertise in product, innovation, and technology from his roles as a former chief executive officer and chair of the board of directors of an enterprise data cloud company and as a former executive officer of a multinational management consulting, technology services, and outsourcing company. ► Experience with large multinational manufacturer operations, which provides invaluable insights to the Company for navigating challenges related to operational execution and efficiency. Principal Occupation, Business Experience, and Directorships Mr. Cole served as the Chair of the Board of Directors and Interim Chief Executive Officer of Cloudera, Inc., an enterprise data cloud company from 2019 to 2020, and served as a director of Cloudera, Inc. from 2014 to 2020. Prior to that, Mr. Cole served as Chief Executive of the Technology Group at Accenture plc (“Accenture”), a professional services company, from 2012 until his retirement from Accenture in 2014. During his career at Accenture, Mr. Cole also served as the Chief Executive of the Communications, Media & Technology Operating Group from 2006 to 2012, Chief Executive of the Government Operating Group from 2004 to 2006, Managing Partner of the Outsourcing and Infrastructure Delivery Group from 2002 to 2004 and Partner in the Outsourcing and Government Practices Group from 1989 to 2002. Mr. Cole joined Accenture in 1980. Mr. Cole has served as a director of Western Digital Corporation since 2014 and was appointed its board chair in 2025. He has served as chairman, non-executive, non-independent director of Sagility India Limited since 2022. He formerly served as director (from 2014-2020), lead independent director (from 2016-2020), and chairman (from 2019 to 2020) of Cloudera, Inc. | |

  20. Board Of Directors Information

    | Other Public Directorships: Western Digital Corporation and Sagility India Limited | Committee(s): Compensation and Benefits Committee, Corporate Governance Committee |

  21. Board Of Directors Information

    | 2026 Proxy Statement | 3 |

  22. Board Of Directors Information

    | | Suzette M. Deering Chief Executive Officer of Publicis Sports & Entertainment Founder of The Grit Advisory Former Chief Marketing Officer of the Ford Motor Company | Age 56 Director Since 2023 | | • CEO Experience • Financial Literacy • Global Operational Experience • Digital Technology | Notable Expertise Provided to the Board ► Experience as a former chief marketing officer of large, U.S.-based global companies that manufacture and deliver consumer products around the world and provide global e-commerce services. She also brings to the Board experience as a former chief executive officer of a marketing agency. ► Expertise in brand building, digital innovation, and global marketing will help guide the Company’s transformation and focus on customer prioritization and engagement. Principal Occupation, Business Experience, and Directorships Ms. Deering has served as the chief executive officer of Publicis Sports & Entertainment since October 2025, and is the founder of The Grit Advisory, a marketing advisory company she formed in May 2023. She previously served as an advisor for McKinsey & Company from 2023 to 2025. Prior to that, she served as Global Chief Marketing Officer of Ford Motor Company, an automobile manufacturing and selling company, from 2021 through 2022. Previously, she served as Vice President and Global Chief Marketing Officer of eBay, a global e-commerce company during 2020 and was Chief Marketing Officer of eBay’s North America business from 2015 to 2020. Ms. Deering was Chief Executive Officer of Moxie, a marketing agency, from 2012 to 2015 and held various leadership roles at Home Depot and Verizon Communications from 1998 to 2011. | |

  23. Board Of Directors Information

    | Other Public Directorships: None | Committee(s): Compensation and Benefits Committee, Corporate Governance Committee |

  24. Board Of Directors Information

    | 4 | Western Union |

  25. Board Of Directors Information

    | | Betsy D. Holden Former Senior Advisor to McKinsey & Company and Former Co-CEO of Kraft Foods Inc. | Age 70 Director Since 2006 | | • CEO Experience • Regulated Industry/ Government • Financial Literacy • Emerging Markets • Global Operational Experience | Notable Expertise Provided to the Board ► Experience as a former chief executive officer of a large global public company and as a board member and former consultant to multiple, large international companies. She brings extensive corporate governance experience across multiple industries. ► Expertise in marketing and product management, including successful implementation of growth strategies and innovative marketing plans to win in competitive industries; and navigating challenges operating in a highly regulated industry. These expertise help guide the Company’s regulatory compliance and growth strategy. Principal Occupation, Business Experience, and Directorships Ms. Holden served as Senior Advisor to McKinsey & Company, a global management consulting company, from 2007 to 2020, leading strategy, marketing and board effectiveness initiatives for consumer goods, healthcare, and financial services clients. Prior to that, Ms. Holden spent 25 years in marketing and line positions in consumer goods. Ms. Holden served as President, Global Marketing and Category Development of Kraft Foods Inc. from 2004 to 2005, Co-Chief Executive Officer of Kraft Foods Inc. from 2001 to 2003, and President and Chief Executive Officer of Kraft Foods North America from 2000 to 2003. Ms. Holden began her career at General Foods in 1982. Ms. Holden currently serves as a Director of Dentsply Sirona, NNN Reit, Inc., and Kenvue Inc. Ms. Holden also serves on the Food Chain Advisory Board and several private portfolio company boards for Paine Schwartz Partners, a private equity firm focused on sustainable agriculture and food products. She has served on ten public boards over the last 25 years, including Diageo Plc (from 2009 to 2018), Time, Inc. (from 2014 to 2018), and Catamaran Corporation (from 2012 to 2015). Ms. Holden serves on the Global Advisory Board at Northwestern University’s Kellogg School of Management (2000-present) and previously served on Duke University’s Board of Trustees (2011-2023) and the Executive Committee (2015-2023). | |

  26. Board Of Directors Information

    | Other Public Directorships: Dentsply Sirona Inc., Kenvue Inc., and NNN REIT, Inc. | Committee(s): Compensation and Benefits Committee, Corporate Governance Committee Chair |

  27. Board Of Directors Information

    | 2026 Proxy Statement | 5 |

  28. Board Of Directors Information

    | | Jeffrey A. Joerres Non-Executive Chair of the Board of Directors | Age 66 Director Since 2015 | | • CEO Experience • Financial Literacy • Global Operational Experience • Regulated Industry/ Government • Emerging Markets | Notable Expertise Provided to the Board ► Experience as the former chief executive officer and executive chair of a large, U.S.- based global company that delivers workforce solutions around the world and as a board member of global industrial and energy companies and an investment firm. ► Expansive leadership experience and expertise in the management of internal and external relationships, including with vendors, strategic partners, suppliers, board members and management teams, provide important perspectives on managing challenges facing the business and exercising appropriate oversight of the Company’s strategy. Principal Occupation, Business Experience, and Directorships Mr. Joerres served as the Executive Chair of ManpowerGroup Inc. (“ManpowerGroup”), a provider of workforce solutions, from 2014 to 2015. From 1999 to 2014, Mr. Joerres served as Chief Executive Officer of ManpowerGroup and from 2001 to 2014, he served as its Chair of the Board. Mr. Joerres joined ManpowerGroup in 1993, and also served as Vice President of Marketing and Senior Vice President of European Operations and Marketing and Major Account Development. Mr. Joerres served as a director of Artisan Funds, Inc. from 2001 to 2011 and of Johnson Controls International plc from 2016 to 2017. Mr. Joerres currently serves as a director of Artisan Partners Asset Management Inc. and Conoco Phillips. | |

  29. Board Of Directors Information

    | Other Public Directorships: Artisan Partners Asset Management Inc. and ConocoPhillips | Committee(s): None |

  30. Board Of Directors Information

    | 6 | Western Union |

  31. Board Of Directors Information

    | | Devin B. McGranahan President and Chief Executive Officer | Age 57 Director Since 2021 | | • CEO Experience • Regulated Industry/ Government • Financial Literacy • Global Operational Experience • Emerging Markets • Digital Technology | Notable Expertise Provided to the Board ► Experience as the only Director who is also an executive of the Company. Provides effective leadership and insight as the Company’s leader, and from his prior financial services and operations insight gained through his experience with a global payments and financial services technology firm and a global management consulting firm. ► Deep expertise and understanding of customers and industry dynamics to support Board oversight of long-term strategy and the Company’s multi-year digital transformation as the Company navigates the complexities and risks of an international business. Principal Occupation, Business Experience, and Directorships Mr. McGranahan has served as the Company’s President and CEO since December 2021. Prior to joining Western Union, Mr. McGranahan was with Fiserv, Inc., a global provider of payments and financial services technology solutions, where he served as Executive Vice President, Senior Group President, Global Business Solutions, from 2018 to 2021 and Group President, Billing and Payments Group, from 2016 to 2018. Before joining Fiserv, Mr. McGranahan served as a senior partner at McKinsey & Company, a global management consulting firm. While there, he held a variety of senior management roles, including leader of the global insurance practice from 2013 to 2016 and as a co-chair of the global senior partner election committee from 2013 to 2015. In addition, Mr. McGranahan served as co-leader of the North America financial services practice from 2009 to 2016. He joined McKinsey & Company in 1992. | |

  32. Board Of Directors Information

    | Other Public Directorships: None | Committee(s): None |

  33. Board Of Directors Information

    | 2026 Proxy Statement | 7 |

  34. Board Of Directors Information

    | | Michael A. Miles, Jr. Chairman of the Board and Former Interim Chief Executive Officer of Portillo’s Inc. Advisory Director, Berkshire Partners Former President and Chief Operating Officer, Staples, Inc. | Age 64 Director Since 2006 | | • CEO Experience • Financial Literacy • Global Operational Experience • Regulated Industry/ Government | Notable Expertise Provided to the Board ► Effective leadership and senior management experience as a former executive of an international consumer goods retailer with large acquisitions outside of the United States and franchise distribution networks, which are similar to the Company’s agent network. ► Expertise in global operations as well as human capital management, compensation, corporate governance and public company boards. Principal Occupation, Business Experience, and Directorships Mr. Miles has served as an Advisory Director for Berkshire Partners, a private equity firm since 2013. He has served as the Chairman of the Board of Portillo’s Inc. (PTLO), the Chicago based restaurant chain, since 2014 and was appointed interim Chief Executive Officer from September 2025 until February 2026. Previously, Mr. Miles was President and Chief Operating Officer of Staples, Inc., the office products provider, from 2006 until 2013, and Chief Operating Officer from 2003 to 2006. Prior to that, he was Chief Operating Officer, Pizza Hut for Yum! Brands, Inc. from 2000 to 2003. From 1996 to 1999, he served as Senior Vice President of Concept Development & Franchise at Pizza Hut. | |

  35. Board Of Directors Information

    | Other Public Directorships: Portillo’s Inc. | Committee(s): Compensation and Benefits Committee Chair, Corporate Governance Committee |

  36. Board Of Directors Information

    | 8 | Western Union |

  37. Board Of Directors Information

    | | Timothy P. Murphy Former President and Chief Executive Officer of Consortium Networks | Age 64 Director Since 2020 | | • CEO Experience • CFO Experience • Financial Literacy • Regulated Industry/ Government • Digital Technology | Notable Expertise Provided to the Board ► Substantial experience in global law enforcement, cybersecurity, intelligence, counter-terrorism, and business and operational experience gained through his time as chief financial officer and chief operating officer at the FBI and as president and chief executive officer of a cybersecurity and networking company. ► Deep knowledge and expertise in intelligence collection and analysis, network analysis, and insider threat, global enterprise risk management, public company accounting, disclosure and financial system management. Principal Occupation, Business Experience, and Directorships Mr. Murphy served as President and Chief Executive Officer of Consortium Networks, a cybersecurity and networking company, from 2019 through 2023. Previously, he served as President of Thomson Reuters Special Services, a wholly-owned subsidiary of Thomson Reuters (“TRSS”), from 2015 to 2019. TRSS provides management consulting services to help customers with intelligence collection and analysis, network analysis, insider threat, and global risk management solutions. Mr. Murphy currently serves as Chair of the Board of Directors for TRSS and served on the Board of Directors of Genius Group Limited from 2022 to 2023. From 1988 to 2011, Mr. Murphy served in the United States Federal Bureau of Investigation (the “FBI”), where he held various positions of increasing responsibility until retiring from the FBI in 2011 as Deputy Director. | |

  38. Board Of Directors Information

    | Other Public Directorships: None | Committee(s): Compliance Committee Chair, Audit Committee |

  39. Board Of Directors Information

    | 2026 Proxy Statement | 9 |

  40. Board Of Directors Information

    | | Milind Pant Former Chief Executive Officer of Amway, Inc. Executive Fellow with the Kellogg School of Management and the WSJ Leadership Institute | Age 55 Director Since 2026 | | • CEO Experience • Global Operational Experience • Financial Literacy • Regulated Industry/ Government • Emerging Markets • Digital Technology | Notable Expertise Provided to the Board ► Expertise managing large-scale, complex, multinational corporations, including regulatory compliance, gained from his former role as a chief executive officer of large, U.S.- based global companies, where he led transformational growth and strategic transitions in sectors such as consumer services, including restaurants, packaged goods, and health. ► Extensive experience in digital transformation and global consumer markets will be invaluable as Western Union continues to advance our strategic priorities and enhance value for our stockholders, customers and partners. Principal Occupation, Business Experience, and Directorships Mr. Pant previously served as the first non-family member Chief Executive Officer of Amway, the world’s largest direct selling company, from 2019 until 2024. From 2015 to 2018, he served as President of Pizza Hut International within Yum! Brands, Inc.’s Global Pizza Hut Division, where he oversaw international strategies and resources and provided leadership for global business management units. He also held the positions of President and Chief Operating Officer for the China Division, where he led all Yum! China brands, including KFC, Pizza Hut Dine In, Pizza Hut Delivery, East Dawning, and Little Sheep. Prior to joining Yum! Brands, he spent fifteen years at Unilever in various executive roles, including as Vice President of Foods (Savory) for Africa, the Middle East, and Turkey. Mr. Pant holds a Master of International Business from the Indian Institute of Foreign Trade and a Master of Management Studies from the Birla Institute of Technology and Science in India. | |

  41. Board Of Directors Information

    | Other Public Directorships: None | Committee(s): Audit Committee, Compliance Committee |

  42. Board Of Directors Information

    | 10 | Western Union |

  43. Board Of Directors Information

    | | Jan Siegmund Former Chief Financial Officer of Cognizant Technology Solutions Corporation | Age 61 Director Since 2019 | | • CFO Experience • Financial Literacy • Eligible for Audit Committee Financial Expert • Global Operational Experience • Digital Technology | Notable Expertise Provided to the Board ► Experience as a former chief financial officer of a professional services provider and former chief financial officer and chief strategy officer of a global provider of cloud-based human capital management solutions. ► Expertise in innovation, technology, human capital management, enterprise risk management, public company accounting, disclosure and financial system management. Principal Occupation, Business Experience, and Directorships Mr. Siegmund served as Chief Financial Officer of Cognizant Technology Solutions Corporation, a professional services company, from 2020 through 2023. Prior to that, Mr. Siegmund served as Corporate Vice President and Chief Financial Officer of Automatic Data Processing, Inc. (“ADP”), a global provider of cloud-based human capital management solutions, from 2012 to 2019. Prior to his appointment as Chief Financial Officer in 2012, he served as President, Added Value Services and Chief Strategy Officer of ADP from 2009 to 2012. Prior to that time, Mr. Siegmund held various positions of increasing responsibility with ADP. Mr. Siegmund joined ADP in 1999. Mr. Siegmund currently serves on the board of directors of Marsh & McLennan Companies, Inc. | |

  44. Board Of Directors Information

    | Other Public Directorships: Marsh & McLennan Companies, Inc. | Committee(s): Audit Committee Chair, Compliance Committee |

  45. Board Of Directors Information

    | 2026 Proxy Statement | 11 |

  46. Board Of Directors Information

    | | Angela A. Sun Former Chief Operations Officer & Partner, Alpha Edison | Age 51 Director Since 2018 | | • Financial Literacy • Regulated Industry/ Government • Emerging Markets • Global Operational Experience | Notable Expertise Provided to the Board ► Substantial experience in operations management and valuable insight into the technology industry, including extensive strategic, operational, and government experience from her time in the Bloomberg Administration and at Bloomberg L.P. ► Knowledge of financial system management, compensation, corporate governance and public company boards. Principal Occupation, Business Experience, and Directorships Ms. Sun is an investor in early stage companies. Previously, she served as Chief Operations Officer and Partner of Alpha Edison, a venture capital firm, from 2019 to 2021. Prior to that, Ms. Sun served as Global Head of Strategy and Corporate Development for Bloomberg L.P., a privately held financial software, data, and media company, from 2014 to 2017, where she led new business development, and acquisitions and commercial partnerships across the company’s media, financial products, enterprise and data businesses. From 2008 to 2014, Ms. Sun served as Chief-of-Staff to Bloomberg’s former CEO. Prior to joining Bloomberg, L.P., Ms. Sun served as a Senior Policy Advisor in the Bloomberg Administration where she oversaw a citywide portfolio of economic development agencies and led urban planning and real estate development projects. From 2001 to 2005, Ms. Sun served as a management consultant at McKinsey & Company, where she focused on the Financial Services and Healthcare sectors. Prior to McKinsey, from 1996 to 1998, Ms. Sun was an investment banker at J.P. Morgan and in 2001 was a Visiting Associate at the Henry L. Stimson Center, a nonpartisan international security and defense analysis think tank in Washington, D.C. Ms. Sun currently serves on the board of Cushman & Wakefield plc and served on the board of Apollo Strategic Growth Capital II from 2021 to 2023. | |

  47. Board Of Directors Information

    | Other Public Directorships: Cushman & Wakefield plc | Committee(s): Audit Committee, Compensation and Benefits Committee |

  48. Board Of Directors Information

    | 12 | Western Union |

  49. Board Of Directors Information

    | | Solomon D. Trujillo Founder and Chair, Trujillo Group, LLC | Age 74 Director Since 2012 | | • CEO Experience • Regulated Industry/ Government • Financial Literacy • Emerging Markets • Global Operational Experience | Notable Expertise Provided to the Board ► Expansive experience in international business as a former chief executive officer of global companies in the telecommunications, media, and cable industries headquartered in the United States, the European Union, and the Asia-Pacific region. ► Expertise in global operations across the retail, technology, media, and communications industries, which provides the Board with invaluable insights understanding the complexities and risks of international business and how the Company can navigate these complexities and achieve its long-term growth aspirations. Principal Occupation, Business Experience, and Directorships Mr. Trujillo founded Trujillo Group, LLC, a private investment company, and has served as its chair since 2003. Mr. Trujillo also served as the Chief Executive Officer and as director of Telstra Corporation Limited, Australia’s largest media-communications enterprise which operated in Australia and the Asia Pacific region, from 2005 to 2009. From 2003 to 2004, Mr. Trujillo was Orange SA’s Chief Executive Officer. Earlier in his career, Mr. Trujillo was President and Chief Executive Officer of US West Communications and President, Chief Executive Officer and Chair of the Board of US West Inc. Mr. Trujillo previously served as a director of globally branded companies including WPP plc, PepsiCo, Inc., Target Corporation, Fang Holdings Ltd. (formerly SouFun Holdings Limited), Bank of America Corporation, Electronic Data Systems Corp., Orange S.A., Telstra Communications Limited, and Gannett Co., Inc. Mr. Trujillo currently serves as a Senior Advisor for Bain & Company Management Consulting, and serves on the board of advisors at Stanford School of Medicine Center on Longevity. | |

  50. Board Of Directors Information

    | Other Public Directorships: None | Committee(s): Audit Committee, Compliance Committee |

  51. Board Of Directors Information

    | 2026 Proxy Statement | 13 |

  52. Proposal 1: Election Of Directors

    Proposal 1: Election Of Directors At the 2026 Annual Meeting, all director nominees will be elected for one-year terms. The terms of each director if elected or re-elected, as the case may be, will expire at the 2027 Annual Meeting of Stockholders. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal. See the “Board of Directors Information” section of this Proxy Statement for information concerning all nominees. The Board currently consists of twelve directors. The Company’s By-Laws require that directors be elected by the majority of votes cast with respect to such director in uncontested elections (the number of shares voted “for” a director must exceed the number of votes cast “against” that director, with abstentions and broker non-votes not counted as cast either “for” or “against”). In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), the standard for election of directors will be a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. Under the Company’s By-Laws, if an incumbent director does not receive the majority of votes cast, the director will promptly tender his or her resignation to the Board of Directors. The Corporate Governance Committee, or such other committee as may be designated by the Board of Directors, will make a recommendation to the Board of Directors as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board of Directors will act on the resignation, taking into account the Corporate Governance Committee’s recommendation, and publicly disclose (by a press release, a filing with the SEC or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days following certification of the election results. If such incumbent director’s resignation is not accepted by the Board of Directors, such director will continue to serve until the next annual meeting and until his or her successor is duly elected or his or her earlier resignation or removal. In the case of a vacancy, the Board of Directors may appoint a new director as a replacement, may leave the vacancy unfilled or may reduce the number of directors on the Board. Your shares will be voted as you instruct via the voting procedures described on the Proxy Card or the Notice of Internet Availability of Proxy Materials, or as you specify on your Proxy Card(s) if you elect to vote by mail. If unforeseen circumstances (such as death or disability) require the Board of Directors to substitute another person for any of the director nominees, your shares will be voted for that other person.

  53. Proposal 1: Election Of Directors

    | The Board Recommends | | That you vote to re-elect Ms. Cameron-Doe, Mr. Cole, Ms. Deering, Ms. Holden, Mr. Joerres, Mr. McGranahan, Mr. Miles, Mr. Murphy, Mr. Pant, Mr. Siegmund, Ms. Sun, and Mr. Trujillo, each to serve until the 2027 annual meeting of stockholders and until his or her respective successor is elected and qualified. |

  54. Proposal 1: Election Of Directors

    | 16 | Western Union |

  55. Board And Committee Governing Documents

    | Compensation And Benefits Committee | | | | Primary Responsibilities: Pursuant to its charter, the Compensation and Benefits Committee has the authority to administer, interpret, and take any actions it deems appropriate in connection with any incentive compensation or equity-based plans of the Company, any salary or other compensation plans for officers and other key employees of the Company, and any employee benefit or fringe benefit plans, programs, or policies of the Company. Among other things, the Compensation and Benefits Committee is responsible for: • in consultation with executive management, establishing the Company’s general compensation philosophy, and overseeing the development and implementation of compensation and benefits policies; • reviewing and approving corporate goals and objectives relevant to the compensation of the CEO and other executive officers, evaluating the performance of the CEO and other executive officers in light thereof, and setting compensation levels and other benefits for the CEO (with the ratification by the independent directors of the Board) and other executive officers based on this evaluation; • overseeing the Company’s regulatory compliance with respect to compensation matters; • reviewing and making recommendations to the Board regarding severance or similar termination agreements with the Company’s CEO or to any person being considered for promotion or hire into the position of CEO; • approving grants and/or awards of options, restricted stock, performance share units, and other forms of equity-based compensation under the Company’s equity-based plans; • developing and implementing policies with respect to the recovery or “clawback” of any excess compensation paid to any executive officers; • reviewing with management and preparing an annual report regarding the Company’s Compensation Discussion and Analysis to be included in the Company’s Proxy Statement and Annual Report; • determining stock ownership guidelines for the Company’s directors and monitoring compliance with such guidelines; • in consultation with the CEO, reviewing management succession planning; • reviewing and recommending to the Board of Directors compensation for non-employee directors; and • periodically reviewing the overall effectiveness of the Company’s principal strategies related to human capital management, recruiting, retention, career development, and diversity. The Compensation and Benefits Committee has the authority to delegate all or a portion of its duties and responsibilities to a subcommittee and, in some situations, may also delegate its authority and responsibility with respect to certain compensation and benefit plans and programs to one or more employees. | | Michael A. Miles, Jr. Committee Chair Additional Committee Members: Martin I. Cole, Suzette M. Deering, Betsy D. Holden, and Angela A. Sun Meetings Held in 2025: 5: | | | Independence: Each member of the Compensation and Benefits Committee meets the independence requirements of our Corporate Governance Guidelines, the NYSE, the Exchange Act and such other independence or other requirements as may be applicable from time to time, and as the Board has determined, has no material relationship with the Company. | |

  56. Board And Committee Governing Documents

    | • | Reviews succession planning for the CEO on an annual basis. As part of this process, the CEO reviews the annual performance of each member of the management team with the Board and the Board engages in a discussion with the CEO and the Chief People Officer regarding each team member and the team member’s development; |

  57. Board And Committee Governing Documents

    | • | Maintains a confidential plan to address any unexpected short-term absence of the CEO and identifies candidates who could act as interim CEO in the event of any such unexpected absence; and |

  58. BOARD EVALUATIONS

    | 2025 Director Compensation | | | | | | | NAME | FEES EARNED OR PAID IN CASH ($000)(1) | STOCK AWARDS ($000)(2) | OPTION AWARDS ($000)(3) | ALL OTHER COMPENSATION ($000)(4) | TOTAL ($000)(5) | | Julie M. Cameron-Doe | 115.0 | – | 200.0 | – | 315.0 | | Martin I. Cole | 105.0 | 200.0 | – | – | 305.0 | | Suzette M. Deering | 105.0 | 200.0 | – | – | 305.0 | | Betsy D. Holden | 120.0 | – | 200.0 | 10.0 | 330.0 | | Jeffrey A. Joerres | 125.0 | – | 360.0 | – | 485.0 | | Michael A. Miles, Jr. | 120.0 | – | 200.0 | – | 320.0 | | Timothy P. Murphy | 135.0 | 200.0 | – | – | 335.0 | | Jan Siegmund | 130.0 | 200.0 | – | – | 330.0 | | Angela A. Sun | 115.0 | 100.0 | 100.0 | 10.0 | 325.0 | | Solomon D. Trujillo | 115.0 | 100.0 | 100.0 | – | 315.0 |

  59. BOARD EVALUATIONS

    | (1) Messrs. Joerres and Miles elected to receive their annual retainer fees for 2025 in the form of equity compensation as described below under “Compensation of Directors—Equity Compensation.” |

  60. BOARD EVALUATIONS

    | (2) The amounts in this column represent the value of stock units granted to directors as annual equity grants. Stock awards consist of stock units that are settled in shares of Common Stock, with a one-year vesting schedule and which may be subject to a deferral election consistent with Section 409A of the Internal Revenue Code. The amounts shown in this column are valued based on the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). See Note 15 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of the relevant assumptions used in calculating these amounts. |

  61. BOARD EVALUATIONS

    | (3) The amounts in this column represent the value of stock options granted to directors as an annual equity grant. The amounts shown in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See Note 15 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of the relevant assumptions used in calculating these amounts. |

  62. BOARD EVALUATIONS

    | (5) As of December 31, 2025, each outside director had outstanding the following number of unvested restricted stock units, vested stock options and deferred stock units: |

  63. BOARD EVALUATIONS

    | NAME | UNVESTED RESTRICTED STOCK UNITS | VESTED STOCK OPTIONS | DEFERRED STOCK UNITS | | Julie M. Cameron-Doe | – | – | – | | Martin I. Cole | 18,797 | – | 8,686 | | Suzette M. Deering | 18,797 | – | 19,084 | | Betsy D. Holden | – | 246,908 | 118,545 | | Jeffrey A. Joerres | – | 339,162 | 191,591 | | Michael A. Miles, Jr. | – | 223,778 | 166,244 | | Timothy P. Murphy | 18,797 | 20,084 | 3,237 | | Jan Siegmund | 18,797 | 79,247 | 36,276 | | Angela A. Sun | 9,399 | 22,620 | 49,900 | | Solomon D. Trujillo | 9,399 | 252,451 | 33,652 |

  64. BOARD EVALUATIONS

    Cash compensation payable to an outside director will be prorated for any partial years of service on the Board or a committee. Equity Compensation The 2025 outside director equity awards were granted pursuant to our 2024 Long-Term Incentive Plan (the “2024 Plan”). The purpose of these awards is to advance the interests of the Company and its stockholders by encouraging stock ownership by our outside directors and by helping the Company attract, motivate, and retain highly qualified outside directors. In 2025, all of our outside directors (other than our Non-Executive Chair) were eligible to receive an annual equity grant with a value of $200,000 for service on our Board and committees of our Board, which did not change as compared to the 2024 annual equity grant. The 2025 equity grant was settled in shares of common stock and had a one-year vesting requirement, subject to pro-rata vesting for a qualifying departure from the Board. For 2025, each outside director had the choice to receive such director’s annual retainer fees described above in the form of cash, equity or a combination thereof. Additionally, for 2025, each outside director had the choice to receive such director’s annual equity grant in the form of (a) all stock options, (b) all RSUs, (c) a combination of 75% stock options and 25% RSUs, (d) a combination of 50% stock options and 50% RSUs, or (e) a combination of 75% RSUs and 25% stock options. Compensation of Our Non-Executive Chair In 2025, our Non-Executive Chair received the following compensation in lieu of the compensation described above for our other outside directors, which did not change as compared to 2024:

  65. BOARD EVALUATIONS

    | • | an annual equity grant with a value of $360,000. |

  66. BOARD EVALUATIONS

    Our Non-Executive Chair has the choice to receive his annual retainer fee in the forms discussed above under “Compensation of Directors—Equity Compensation.” The Non-Executive Chair annual equity grant has a one-year vesting condition, subject to pro-rata vesting for a qualifying departure from the Board.

  67. Stockholder Engagement & Responsiveness

    | • | Adjusting our short- and long-term incentive programs for 2026 to eliminate overlapping performance metrics. |

  68. Stockholder Input Driving Compensation Design

    | | Investor Perspectives and Priorities | The Committee’s Response | | | One-Time Awards The CEO’s 2024 compensation included an above target LTI grant of stock options that some stockholders viewed as a “one-time” grant. | • While the Committee intended this compensation as an above target grant within the framework of the current compensation plan, we recognize and appreciate stockholder feedback that this constituted a one-time grant. • No similar compensation was awarded in 2025 or 2026. Going forward, the Committee will avoid any similar compensation barring extraordinary circumstances. | | | Pay-for-Performance Alignment Executive compensation has not been aligned with shareholder returns. | • Redesigned CD&A with enhanced disclosures to highlight the strong alignment between stockholder returns and realized compensation. • Note that 2025 annual incentive payments were significantly below target. • Exercised negative discretion and reduced the CEO’s annual incentive payout by an additional 30% to acknowledge that, while significant progress has been made to advance our transformation initiatives, further efforts are necessary. | | | Enhanced Disclosure on Performance Metrics The 2024 incentive plans included a performance target for negative revenue growth. Some stockholders expressed a desire to see metrics and targets disclosed and the rationale for them explained in better detail. | • The negative revenue targets were set to adjust for a temporary spike in revenues caused by 2023 Iraq Central Bank policy changes. The Committee exercised negative discretion in 2023 to prevent management from benefiting from this one-time unanticipated event. Absent this adjustment the target would not have been negative. • See enhanced disclosures throughout the CD&A. |

  69. Stockholder Input Driving Compensation Design

    | | Investor Perspectives and Priorities | The Committee’s Response | | | Overlapping Performance Metrics The STIP and LTIP both include revenue as a performance metric raising concerns about “overlapping metrics.” | • For 2026, the Company has eliminated the overlapping metrics in the annual and long-term incentive programs. • The revenue metric is only included in the annual incentive program, with an increased weighting to align the management team’s focus on this core driver of stockholder value creation. (See preview of 2026 performance metrics summary on page 57.). | | | One-Year Performance Periods Use of one-year performance periods in the 3-year Long Term Incentive plan. | • Resetting goals annually in the LTIP reflects the realities of our business transformation taking place in a volatile environment. Over the last several years, the business has experienced one-time macro events that had an outsized impact on results, i.e., the COVID-19 pandemic, the Russian invasion of Ukraine, and Iraq Central Bank policy changes. • The design we have implemented avoids locking in targets which may prove too easy or impossible to attain because of macro impacts. This keeps the plan relevant to management for the full three years. • The use of a three-year TSR modifier ensures alignment with shareholder returns over the life of the plan. |

  70. Aligning Executive Leadership with Long Term Shareholder Value

    Aligning Executive Leadership with Long Term Shareholder Value Looking ahead, Western Union is focused on driving long term growth and value creation through disciplined execution of the Beyond strategy — including accelerating digital innovation, expanding market presence, and advancing financial inclusion. The 2025 and 2026 executive compensation programs are structured to maintain our focus on aligning pay with performance and providing the Compensation Committee with effective tools to incentivize, reward, and retain the leadership talent necessary to execute the Company’s strategy.

  71. Aligning Executive Leadership with Long Term Shareholder Value

    | 2026 Proxy Statement | 39 |

  72. Aligning Executive Leadership with Long Term Shareholder Value

    | 2025 Financial Highlights | | | | $4.1B in GAAP Revenue | | $4B in Adjusted Revenue(1) | | $1.52 in GAAP EPS | | $1.75 in Adjusted EPS | | $530M Returned to Stockholders | | $543.7M in Free Cash Flow(1) | | | | 100%+ in Adjusted Cash Flow Conversion(1) | | 2025 Strategic Highlights | | | | Consumer Services GAAP Revenue Growth 32% | | Consumer Services Adjusted Revenue Up 29%(1) | | GAAP Operating Margin 19% | | Adjusted Operating Margin 20%(1) | | New Digital Customer Growth 20% | | Branded Digital Revenue Up 7%(1) with Transactions Up 12% | | Consumer Money Transfer (CMT) Transaction Growth (1)% | | – | | CMT Retention (17)% | | – | | For more information, see Western Union’s Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (SEC) on February 20, 2026. | | |

  73. Aligning Executive Leadership with Long Term Shareholder Value

    | (1) Please see our 2025 Annual Report on Form 10-K for more information regarding our performance. See Annex B of this Proxy Statement for a reconciliation of measures that are not based on accounting principles generally accepted in the United States (“GAAP”) to the comparable GAAP measure. |

  74. Aligning Executive Leadership with Long Term Shareholder Value

    | 40 | Western Union |

  75. Aligning Executive Leadership with Long Term Shareholder Value

    | | How We Determine Executive Compensation |

  76. Our Executive Compensation Philosophy and Objectives

    | • | Transformation Strategy: Performance metrics and incentives are directly tied to the strategic pillars of operational excellence, digital innovation, and market expansion, motivating executives to drive progress and deliver tangible results. |

  77. Our Executive Compensation Philosophy and Objectives

    | • | Stockholder Interest Alignment: Long term incentives are structured to promote sustained value creation for stockholders, with vesting and payout levels based on both absolute and relative performance measures. |

  78. Our Executive Compensation Philosophy and Objectives

    The table below shows how the executive compensation program ties CEO actual pay to stockholder returns. Our CEO’s three-year average realized compensation was ~34% less than the total compensation awarded, reflecting alignment with changes in our stock price and stockholder experience. Total Shareholder Return is calculated based on the change in stock price plus the value of dividends paid during the measurement period. Awarded Pay differs from values disclosed in Summary Compensation Table, which conforms with SEC requirements. Realized Pay is defined as the sum of the base salary, awarded annual incentive and the long-term incentive award valued at closing stock price on 12/31/25 ($9.31), earned PSUs based on actual performance for the 2023 PSU awards, and estimated PSUs for the 2024 and 2025 PSU awards based on performance at target (100%). Dividends accrued or paid with respect to the PSU awards are excluded from Realized Pay.

  79. Our Executive Compensation Philosophy and Objectives

    The Compensation Committee structured the 2025 executive compensation program so that performance based elements represent a significant majority of total compensation. As shown in the charts below, the program’s core components, base salary, annual incentive awards, and long term incentive awards (PSUs, RSUs, and, for certain NEOs, stock options), reflect a strong pay for performance orientation, designed to drive long term stockholder value by emphasizing performance accountability, aligning executives with stockholder interests through equity ownership, and attracting and retaining the talent required to execute our strategy. A key principle of the program is ensuring that senior leaders are aligned around common performance goals. On balance, 78%-92% of total compensation is performance based, comprised of 57%-77% long term incentives, 15%-21% in annual incentives, and 8%-22% in base salary.

  80. Our Executive Compensation Philosophy and Objectives

    | Performance Metrics | | Why It Matters | | Annual Incentive Plan | | | | Total Company Adjusted Revenue | 30% | Financial Performance: Drives performance against current year financial commitments that create value for our stockholders. | | Adjusted Operating Income/EPS Matrix | 20% | | | Customer Retention | 10% | Strategic Focus: Drives long-term goals directly linked to Beyond strategy targets, which supports sustainable stockholder value creation. | | Digital Customer Growth | 10% | | | CMT Transaction Growth | 10% | | | Business Unit Goals* | | Ties portion of the annual incentive to areas where executives have the greatest impact on a day-to-day basis: • Regional Revenue and Contribution Profit • Non-Regional Operating Expense • Compliance/Enterprise Risk Management | | | 20% | | | Long-Term Incentive Plan | | | | Total Company Adjusted Revenue Growth | 50% | Drives performance against our financial objectives and long-term goals directly linked to Beyond strategy targets that support sustainable stockholder value creation. The use of a three-year TSR modifier adjusting results +/- 25% creates alignment with shareholder returns over the life of the plan. | | Consumer Services Adjusted Revenue Growth | 25% | | | Operational Efficiency | 25% | | | Three-Year Cumulative relative TSR | | |

  81. Our Executive Compensation Philosophy and Objectives

    | | Setting Robust Performance Goals Aligned to Our Strategy |

  82. Our Executive Compensation Philosophy and Objectives

    | • | prior year target performance goals and actual performance against those goals; | | • | alignment with our annual operating plans to effectively incentivize top-line growth, profitability and efficiency; | | • | alignment with our multi-year transformation strategy, considering where we are in this evolution and the actions needed to implement the next phase of this multi-year transformation; | | • | public commitments regarding our operational performance; | | • | expected market growth rates for our services; | | • | performance measures, compensation program designs, and performance results at direct competitors; | | • | the likelihood of achieving various levels of Company performance in consideration of macroeconomic factors for the relevant performance period; and | | • | the global complexity of our business and an uncertain macroeconomic environment. |

  83. Market Comparison

    Market Comparison For 2025, the Compensation Committee considered market pay practices when setting executive compensation but did not target percentile ranks of specific compensation elements or total target direct compensation against the market data. Instead, the committee used market data to assess the overall competitiveness and reasonableness of the Company’s executive compensation program, considering:

  84. Market Comparison

    | • | input from the Compensation Committee’s independent compensation consultant around the competitive landscape, best practices, and compensation levels; | | • | each NEO’s prior performance, tenure, and leadership, including leadership on transformation initiatives; | | • | the total compensation levels and mix paid to similarly situated executive officers at the Company; and | | • | Company, business unit, and individual performance. |

  85. Market Comparison

    Factors like market competition for a particular skill, the strategic importance of the executive’s role, proven performance, experience, tenure, and leadership skills, inform the Compensation Committee’s decision as to whether any element of compensation will be below, at, or even exceed the median. The Committee generally believes that increases in long-term equity incentive award values are an effective way to link executive compensation to long-term growth and stockholder value creation, and therefore, tends to reward high performance by increasing annual equity award values. The Compensation Committee believes that the Company’s executive compensation peer group should reflect similar-sized companies in the markets in which the Company competes for business, executive talent, and capital. In 2024, Meridian Compensation Partners, LLC (“Meridian”), the Committee's independent compensation consultant, reviewed the Company’s peer group for 2025 pay decisions. Based on Meridian’s recommendations, the Compensation Committee updated the peer group as follows: (i) CME Group, Inc., Intercontinental Exchange, Inc., and Nasdaq were removed because of limited industry similarity and larger market capitalizations, while Discover Financial Services and Money Gram International, Inc. were removed due to M&A activity; and (ii) NCR Atleos Corporation and Rocket Companies, Inc. were added because they share industry characteristics as financial technology companies with comparable revenues to Western Union. The Committee also discussed the continued inclusion of Fiserv and eBay and determined to keep them in the peer group due to business comparability and overall balance. The median estimated revenues among all 2025 peers was $4.8 billion when the benchmarking peer group was approved.

  86. Market Comparison

    | 2025 Peer Group | | | | Bread Financial Holdings, Inc. | Fidelity National Information Services, Inc. | NCR Atleos Corporation | | Broadridge Financial Solutions, Inc. | Fiserv, Inc. | Paychex, Inc. | | Corpay, Inc. | Genpact Limited | Rocket Companies, Inc. | | eBay Inc. | Global Payments Inc. | SS&C Technologies Holdings, Inc. | | Euronet Worldwide, Inc. | Jack Henry & Associates, Inc. | WEX Inc. |

  87. Market Comparison

    Based on data compiled by Meridian at the time the peer group was established, the Company’s revenues were between the 25th and 50th percentiles, above the 75th percentile in terms of percentage of total revenues outside of the U.S., and below the 25th percentile in terms of market capitalization. Meridian compiled compensation information from publicly filed documents for each member of the peer group. The Compensation Committee also reviewed general industry compensation survey data for a broader perspective on market practices. Meridian provided data for companies with comparable revenues, sourced from third-party executive compensation surveys and publicly available peer group data.

  88. Market Comparison

    | 2026 Proxy Statement | 45 |

  89. 2025 Compensation Decisions And Outcomes

    The principal components of the Company’s 2025 annual executive compensation program included base salary, an annual incentive award, and a long-term incentive award delivered in the form of Performance Stock Units (PSUs), Restricted Stock Units (RSUs), and, for certain NEOs, stock options. The chart below summarizes the total compensation awarded to each NEO during 2025, which was determined following a comprehensive evaluation of Company and business unit performance outcomes against pre-established performance metrics described on page 48, as well as individual achievements outlined below under the heading “Key Individual 2025 Accomplishments.”

  90. 2025 Total Awarded Compensation Relative to Target Compensation

    | (1) Mr. Hawksworth’s total compensation was increased to reflect his promotion and expanded responsibilities and relevant peer group market data. His salary is annualized with prorated 2025 incentive payouts. He also received a promotion award of $500,000, which was delivered as 50% RSUs and 50% PSUs, subject to the same vesting terms as the annual 2025 long-term incentive program awards. | | (2) Mr. Angelini’s salary and annual incentive are denominated in U.S. dollars but paid to Mr. Angelini in euros, based on a conversion rate of 1.1713 (EUR 451,630 x 1.1713 = $528,995). | | (3) AIP Award is the amount paid in March 2026 based on 2025 performance. Long-Term Incentive Award is the grant made in February 2025. |

  91. Annual Incentive Plan (AIP) Design And Decisions

    Annual Incentive Plan (AIP) Design And Decisions

  92. Annual Incentive Plan (AIP) Design And Decisions

    | 2025 Annual Incentive Compensation for NEOs | | | | | At a Glance | | | Overall business results did not fully meet expectations in 2025 due to headwinds in the Americas and slower uptake in our Branded Digital business. | | | | | Several achievements contributing to our results, including strategic partnerships with UrPay and Barq; winning exclusivity with the UK Post, and Kroger; Europe reigniting growth; and most of the functional teams becoming more efficient. | | | | | As a result, annual incentive results are below target and do not yet reflect the revenue and transaction growth we expect to achieve going forward. Notably, the Committee exercised negative discretion and reduced the CEO’s payout by an additional 30% to acknowledge that, while significant progress has been made to advance our transformation initiatives, further efforts are necessary to drive desired performance outcomes. |

  93. Annual Incentive Plan (AIP) Design And Decisions

    All executive officers were eligible to receive a cash award under the 2025 annual incentive plan, which is designed to motivate and reward executives for short-term performance measured against the pre-established goals tied to our financial and strategic operating plan as outlined above. The following formula illustrates the calculation of the annual incentive plan payouts, subject to a 200% maximum payout and no payout if performance is below threshold. The individual modifier can adjust annual incentive award payouts +/- 25% for all executives except for our CEO. The modifier serves to incentivize exceptional performance against pre-established individual strategic goals. For 2025, these goals focused on leadership impact, as measured across areas such as customer focus, employee engagement, talent management, and individual objectives and key performance indicators.

  94. Annual Incentive Plan (AIP) Design And Decisions

    | 2025 Annual Incentive | | | | | | | | Annual Incentive Target | | Company/Business Unit Performance | | Individual Modifier | | Annual Incentive Award for 2025 | | (% of Salary) | | (Financial, Strategic, BU) | | +/-25% | | (200% max payout limit) |

  95. Annual Incentive Plan (AIP) Design And Decisions

    | 2026 Proxy Statement | 47 |

  96. 2025 Compensation Decisions And Outcomes

    | | | | PERFORMANCE TARGET | 2025 ANNUAL INCENTIVE OUTCOMES | | | | | Weight | Target | Actual | Incentive Outcomes | | | Adjusted Revenue Growth (%)(1) | 30% | (1%) | (4.7%) | 0% • below threshold | | | Adjusted Operating Income/EPS Matrix (%)(2) | 20% | $810M $1.80 | $791M $1.75 | 0% • below threshold | | | CMT Retention (bps increases)(3) | 10% | 40 bps | (17) bps | 0% • below threshold | | | New Digital Customer Growth(4) | 10% | 8% | 20% | 200% • at maximum | | | Total CMT Transaction Growth(5) | 10% | 3.5% | (1.4%) | 0% • below threshold | | | Regional Adjusted Revenue Functional Operating Expense Regional Contribution Profit Compliance Enterprise/ Risk Management | 20% | Targets and Payouts Vary By Business Units | | 13% - 23% | | | | | | | 33% - 43% (38% on average) |

  97. Key 2025 Accomplishments

    | | Devin B. McGranahan President and Chief Executive Officer | | | Mr. McGranahan’s annual incentive award is determined by overall Company performance, utilizing the weighted average of business unit payouts across all regions, functions, and products, and is typically not adjusted for individual performance. Following a comprehensive assessment of performance and outcomes for 2025, the Compensation Committee exercised negative discretion and determined to reduce Mr. McGranahan’s annual incentive award by an additional 30%. This decision reflects an acknowledgment that, although substantial progress has been achieved in our transformation efforts, further work remains. | | |

  98. Long-Term Incentive Compensation Design And Decisions

    Long-Term Incentive Compensation Design And Decisions

  99. Long-Term Incentive Compensation Design And Decisions

    | 2025 Long-Term Incentive Compensation for NEOs | | | | | At a Glance | | | The 2025 PSUs maintained the 2024 design but replaced the cost redeployment metric with an adjusted operating expense metric to better align with controllable expense management as a strategic priority. | | | | | The Committee approved modest increases for Messrs. Cagwin and Angelini to recognize strong performance and expanded roles, delivered entirely as long term incentives to reinforce stockholder alignment. | | | | | In February 2026, the Compensation Committee certified the final results for the 2023 PSUs at a 94% average payout over the three year period. Performance attainment was 125% and this was adjusted downward 25% based on the rTSR modifier, reinforcing alignment with shareholder experience. |

  100. Long-Term Incentive Compensation Design And Decisions

    A significant portion of each NEO’s compensation depends upon the long-term value we create for our stockholders. Our equity-based long-term incentive program helps ensure realized compensation reflects changes in stockholder value over the long term, and helps us recruit, retain and motivate highly skilled executives. The Company’s long term incentive program is delivered through a mix of PSUs, RSUs, and stock options designed to drive long term value creation and support retention. PSUs, which represent 50%-60% of the opportunity, tie NEO compensation directly to strategic performance over a 2025-2027 period, with payouts ranging from 0%-200% based on annual metric attainment averaged over three years and further adjusted by a 75%-125% relative TSR modifier (capped at 200%). Dividend equivalent units accrue and are paid only if the underlying awards vest and NEOs must retain 50% of vested PSUs until ownership guidelines are met. RSUs comprise 30%-40% of the opportunity and vest in equal annual thirds, providing stable value linked to stock performance; dividend equivalents are payable only upon vesting, and NEOs must retain 50% of vested RSUs until ownership guidelines are met. Stock options, representing 0%-20% of the mix, deliver value only if the stock price appreciates above the grant date exercise price, vest in four annual installments, and have a 10 year term. After careful consideration of the factors set forth above under “How We Determine Executive Compensation,” for 2025, the Compensation Committee approved long-term incentive awards for each NEO as shown in the Total Long-Term Incentive Award column in the table below.

  101. Long-Term Incentive Compensation Design And Decisions

    | 52 | Western Union |

  102. Long-Term Incentive Compensation Design And Decisions

    | EXECUTIVE | 2025 LONG-TERM INCENTIVE AWARD ($000) | PERFORMANCE STOCK UNITS ($000) | RESTRICTED STOCK UNITS ($000) | STOCK OPTION ($000) | | Devin McGranahan | 9,500.0 | 5,700.0 | 1,900.0 | 1,900.0 | | Matt Cagwin | 2,585.0 | 1,292.5 | 775.5 | 517.0 | | Benjamin Hawksworth* | 1,375.0 | 825.0 | 550.0 | – | | Giovanni Angelini | 1,150.0 | 575.0 | 345.0 | 230.0 | | Benjamin Adams | 1,060.0 | 530.0 | 318.0 | 212.0 | | * Mr. Hawksworth’s total compensation was increased with his promotion. He also received a promotion award of $500,000, which was delivered as 50% RSUs and 50% PSUs, subject to the same vesting terms as the annual 2025 long-term awards. | | | | |

  103. Long-Term Incentive Compensation Design And Decisions

    | | 2025 PSU WITH TSR MODIFIER AWARD OPPORTUNITY | | | | EXECUTIVE | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | Devin McGranahan | 267,858 | 535,715 | 1,071,430 | | Matt Cagwin | 60,738 | 121,476 | 242,952 | | Benjamin Hawksworth | 38,769 | 77,538 | 155,076 | | Giovanni Angelini | 27,021 | 54,042 | 108,084 | | Benjamin Adams | 24,907 | 49,813 | 99,626 |

  104. 2025 PSUs in Detail

    2025 PSUs in Detail The 2025 PSUs are designed to reinforce our Evolve 2025 Strategy by focusing on the performance areas considered most critical to our long term success. They reward meaningful progress in stabilizing revenue amid competitive pressures, expanding our consumer services business, and driving disciplined cost management through an updated adjusted operating expense metric. While the awards retain the core structure of the prior year’s 2024 design, the Compensation Committee approved the below change to the financial performance measures in the program to strengthen the focus on the areas leaders can most directly influence.

  105. 2025 PSUs in Detail

    | 2025 Performance Share Units (2025-2027) | | | | | | | | PSUs Awarded | | Performance Attainment % | | TSR Modifier | | PSU Payout | | (# shares) | | (average of 3 years) | | (3yr TSR, S&P MidCap 400 Index) (75%-125% range) | | (# shares) |

  106. 2025 PSUs in Detail

    | 2026 Proxy Statement | 53 |

  107. 2025 PSUs in Detail

    Aligned with our long standing approach, goals are set and measured annually to remain responsive to changing market conditions, with payouts based on the average of each year’s results and adjusted by a three year relative TSR (rTSR) modifier. The awards vest only after the full three year period, keeping executives closely aligned with the Company’s long term performance and stockholder value creation. At the conclusion of the three-year vesting period, the Company’s three-year Total Shareholder Return (TSR) rank is measured against the S&P MidCap 400 Index. The Company’s resulting percentile rank (rTSR rank) results in a payout modifier between 75% and 125%. rTSR rank between the 25th and 75th percentile of the S&P MidCap 400 Index will be interpolated linearly (i.e., +/- 1% change from the 50th percentile), such that rTSR results for the 50th percentile performance will not result in the application of any TSR modifier and rTSR results for 60th percentile performance would result in the application of 110% of the TSR modifier.

  108. 2023 PSU Award Vesting And Performance

    2023 PSU Award Vesting And Performance In February 2026, the Compensation Committee certified the below performance results related to the PSU awards granted in 2023, with a 3-year average performance attainment of 125% based on performance against the pre-established goals, and a modifier of 75% based on the Company’s rTSR over the performance period (relative to the S&P 500 Index, which ranked in the 16th percentile).

  109. 2023 PSU Award Vesting And Performance

    | | Adj. Revenue Growth(1) (50% weighted) | Other Revenue Growth(2), 2023 Adj. Consumer Services Revenue Growth, 2024-2025 (25% weighted) | Operational Efficiency(3), 2023-2024 Adj. Operating Expense(4), 2025 (25% weighted) | | 2023 | Threshold = (5)% Target = (1)% - 1% Max = 2% | Threshold = 7% Target = 10% Max = 13% | Threshold = $20M Target = $30M Max= $40M | | 2024 | Threshold = (7%) Target = (4%) Max = 0% | Threshold = 9% Target = 12% Max = 22% | Threshold = $20M Target = $45M Max = $90M | | 2025 | Threshold = (3%) Target = (1)% Max = 3% | Threshold = 5% Target = 10% Max = 20% | Threshold = $30M Target = $60M Max = $90M |

  110. 2023 PSU Award Vesting And Performance

    | (1) Adjusted Revenue Growth: Publicly disclosed adjusted revenue vs. prior year. Adjusted revenue is GAAP revenue less currency impact, impact of Argentina inflation during hyperinflationary periods and unplanned material acquisitions and dispositions. Revenue target was set at (1)% due to impact of Iraq revenues reverting back to normalized levels in Q2 2024. |

  111. 2023 PSU Award Vesting And Performance

    | 54 | Western Union |

  112. 2023 PSU Award Vesting And Performance

    | (2) Other Revenue Growth/Adjusted Consumer Services Revenue Growth: Aligned with publicly disclosed adjusted revenue. Adjusted revenue is GAAP revenue less currency impact and Argentina inflation during hyperinflationary periods. Includes revenue from bill payment services, money order services, travel money services, check acceptance services, media network, prepaid cards, lending partnerships, and digital wallets. |

  113. 2023 PSU Award Vesting And Performance

    | (3) Operational Efficiency: Operational efficiencies are cost savings versus run rate, including real estate optimization, procurement savings, reallocation of headcount, marketing efficiencies, technology efficiencies, operations efficiencies, etc. |

  114. 2023 PSU Award Vesting And Performance

    | (4) Adjusted Operating Expense Year Over Year Savings: Adjusted Operating Expenses (OPEX) ex agent commissions is GAAP OPEX adjusted for foreign currency changes, Argentina inflation, restructuring/severance charges, significant unusual items, amortization of acquisition intangibles, acquisitions/dispositions and activities that move costs between OPEX and non-operating expenses. |

  115. 2023 PSU Award Vesting And Performance

    Based on the performance percentage and the rTSR modifier, our NEOs received the following payouts with respect to their 2023 PSUs.

  116. 2023 PSU Award Vesting And Performance

    | EXECUTIVE | 2023 PSUs AWARDED(#) | PERFORMANCE | 2023 PSUs EARNED (#)* | | Devin McGranahan | 429,541 | X 94% = | 403,771 | | Matt Cagwin | 95,911 | | 90,157 | | Benjamin Hawksworth | N/A | | N/A | | Giovanni Angelini | 37,473 | | 35,226 | | Benjamin Adams | 57,993 | | 54,516 |

  117. 2023 PSU Award Vesting And Performance

    | * The number of PSUs earned is calculated at the tranche level, resulting in slight differences due to rounding. |

  118. 2023 PSU Award Vesting And Performance

    | 2026 Proxy Statement | 55 |

  119. Aligning 2026 Executive Compensation With Long Term Value Creation

    Aligning 2026 Executive Compensation With Long Term Value Creation Guided by this framework and in response to common themes heard during our stockholder engagement meetings, the Compensation Committee approved a series of design enhancements intended to better align incentive structures with our Investor Day targets and Beyond strategy, simplify the program to improve transparency and line of sight, and reinforce our pay for performance philosophy centered on delivering long term stockholder value. The updated design incorporates key performance indicators that closely track progress across our most critical growth drivers, including Account Payment Network expansion, Digital Transaction growth, and Consumer Services performance. We have also removed the duplicative revenue metrics, reduced the number of metrics in both programs, and have re-assigned the metric weightings. Together, these refinements strengthen the connection between management’s decisions, our strategic priorities and the value ultimately delivered to our stockholders. We remain committed to enhancing the clarity and transparency of our disclosures and welcome readers to review next year’s proxy statement, where we intend to provide information on our continued progress.

  120. Aligning 2026 Executive Compensation With Long Term Value Creation

    | 56 | Western Union |

  121. Aligning 2026 Executive Compensation With Long Term Value Creation

    | Performance Metrics | | Why It Matters | | Annual Incentive Plan | | | | Total Company Adjusted Revenue Growth | 40% | Financial Performance: Drives performance against current year financial commitments that create value for our stockholders. | | Account Payout Network Transaction Growth | 10% | Strategic Focus: Drives long-term goals directly linked to Beyond strategy targets, which supports sustainable stockholder value creation. | | Branded Digital Transaction Growth | 10% | | | Consumer Services Adjusted Revenue Growth | 10% | | | Business Unit Goals | 30% | Ties portion of the annual incentive to areas where executives have the greatest impact on a day-to-day basis: • Regional Revenue and Contribution Profit • Non-Regional Operating Expense • Compliance/Enterprise Risk Management | | Long-Term Incentive Plan | | | | Adjusted Earnings Per Share | 50% | Drives performance against our financial objectives and long-term goals directly linked to Beyond strategy targets that support sustainable stockholder value creation. The use of a three-year TSR modifier adjusting results +/- 25% creates alignment with shareholder returns over the life of the plan. | | Adjusted Free Cash Flow | 50% | | | Three-Year Cumulative relative TSR | | |

  122. Aligning 2026 Executive Compensation With Long Term Value Creation

    | 2026 Proxy Statement | 57 |

  123. We are Charting a Path Towards Delivering Exceptional Returns for Our Stockholders

    | BENEFIT OR PERQUISITE | NAMED EXECUTIVE OFFICERS | OTHER OFFICERS AND KEY EMPLOYEES | ALL FULL-TIME AND REGULAR PART-TIME EMPLOYEES | | 401(k) Plan | | | | | Supplemental Incentive Savings Plan (a nonqualified defined contribution plan) | | | | | Severance and Change-in-Control Benefits (Double-Trigger) | | | | | Health and Welfare Benefits | | | | | Limited Perquisites | | | |

  124. Severance and Change-in-Control Benefits

    Severance and Change-in-Control Benefits The Company has an Executive Severance Policy for executive officers. The Executive Severance Policy helps accomplish the Company’s compensation philosophy of attracting and retaining exemplary talent. The Compensation Committee believes it is appropriate to provide executives with the rewards and protections afforded by the Executive Severance Policy. In the event of a change-in-control, the Executive Severance Policy’s severance benefits are payable only upon a qualifying termination within 24 months after the date of a change-in-control. Severance benefits under this policy are conditioned upon the executive executing an agreement and release that includes, among other things, non-solicitation and non-competition restrictive covenants and a release of claims against the Company. Please see the “Executive Compensation—Potential Payments Upon Termination or Change-in-Control” section of this Proxy Statement for further information regarding the Executive Severance Policy, including the treatment of equity awards upon qualifying termination events or a change-in-control.

  125. Severance and Change-in-Control Benefits

    | 58 | Western Union |

  126. Compensation Consultant

    Compensation Consultant During 2025, Meridian continued to provide executive and director compensation consulting services to the Compensation Committee. Meridian is retained by and reports directly to the Compensation Committee and participates in committee meetings. Meridian informs the committee on market trends, as well as regulatory issues and developments and how they may impact the Company’s executive compensation program. Meridian also:

  127. Compensation Consultant

    | • | Participates in the design of the executive compensation program to help the committee evaluate the link between pay and performance; |

  128. Compensation Consultant

    | • | Reviews market data and advises the committee regarding the compensation of the Company’s executive officers; |

  129. Compensation Consultant

    | • | Reviews and advises the committee regarding outside director compensation; and |

  130. Compensation Consultant

    | • | Performs an annual risk assessment of the Company’s compensation program, as described in the “Executive Compensation—Risk Management and Compensation” section of this Proxy Statement. |

  131. Compensation Consultant

    Meridian does not provide any other services to the Company. The Compensation Committee has assessed the independence of Meridian pursuant to the NYSE rules and the Company concluded that the work performed by Meridian for the Compensation Committee did not raise any conflict of interest.

  132. Compensation and Benefits Committee

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($000)(1) | BONUS ($000) | STOCK AWARDS ($000)(2) | OPTION AWARDS ($000)(2) | NON- EQUITY INCENTIVE PLAN COMPEN- SATION ($000)(3) | CHANGE IN PENSION VALUE AND NON- QUALIFIED DEFERRED COMPEN- SATION ($000) | ALL OTHER COMPEN- SATION ($000)(4) | TOTAL ($000) | | Devin McGranahan President and Executive Officer | 2025 2024 2023 | 1,000.0 1,000.0 1,000.0 | – – – | 7,122.6 6,802.8 5,033.4 | 1,900.0 3,400.0 1,900.0 | 478.8 1,890.0 1,870.0 | – – – | 196.4 179.9 163.5 | 10,697.8 13,272.7 9,966.9 | | Matt Cagwin Executive Vice President, Chief Financial Officer | 2025 2024 2023 | 575.0 566.7 525.6 | – – – | 1,923.5 1,616.4 1.386.9 | 517.0 475.0 – | 284.3 621.0 635.3 | – – – | 49.3 49.4 193.2 | 3,349.1 3,328.5 2,741.0 | | Benjamin Hawksworth Executive Vice President, Chief Financial Officer | 2025 2024 2023 | 510.4 N/A N/A | – N/A N/A | 1,356.0 N/A N/A | – N/A N/A | 201.3 N/A N/A | – N/A N/A | 93.2 N/A N/A | 2,160.9 N/A N/A | | Giovanni Angelini(5) President, Europe, Middle East and Africa | 2025 2024 2023 | 529.0 450.6 440.3 | – 50.0 50.0 | 829.8 868.3 602.8 | 230.0 200.0 – | 200.8 589.3 535.2 | – – – | 38.5 30.5 29.7 | 1,828.1 2,188.7 1,658.0 | | Benjamin Adams Executive Vice President, Chief Legal Officer | 2025 2024 2023 | 450.0 450.0 450.0 | – – – | 864.2 760.4 797.6 | 212.0 212.0 – | 149.9 449.6 423.2 | – – – | 93.2 113.1 128.7 | 1,769.3 1,985.1 1,799.5 |

  133. 2025 Outstanding Equity Awards At Fiscal Year-End Table

    2025 Outstanding Equity Awards At Fiscal Year-End Table

  134. 2025 Outstanding Equity Awards At Fiscal Year-End Table

    | | OPTION AWARDS | | | | STOCK AWARDS | | | | | Name | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($000)(1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($000)(1) | | Devin McGranahan | 574,324 454,545 345,822 2,149,838 | 1,637,932(2) 1,722,974(3) 454,546(4) 115,274(5) | 10.64 12.80 13.27 18.62 17.70 | 2/24/2035 2/26/2034 2/23/2033 2/24/2032 12/27/2031 | 178,572(7) 98,959(9) 47,727(11) 403,769 (12) | 1,662.5 921.3 444.3 3,759.1 | 296,876(13) 178,572(14) | 2,763.9 1,662.5 | | Matt Cagwin | 80,236 | 445,690(2) 240,710(3) | 10.64 12.80 | 2/24/2035 2/26/2034 | 72,886(7) 37,110(9) 21,314(11) 90,156(12) | 678.6 345.5 198.4 839.4 | 61,850(13) 40,492(14) | 575.8 377.0 | | Benjamin Hawksworth | 37,162 | 111,487(3) | 12.80 | 2/26/2034 | 21,515(6) 51,692(7) 17,188(9) 19,562(10) | 200.3 481.3 160.0 182.1 | 28,646(13) 25,846(14) 7,172(15) | 266.7 240.6 66.8 | | Giovanni Angelini | 33,784 | 198,276(2) 101,352(3) | 10.64 12.80 | 2/24/2035 2/26/2034 | 32,425(7) 15,626(9) 8,446(8) 8,328(11) 35,225(12) | 301.9 145.5 78.6 77.5 327.9 | 26,042(13) 18,014(14) | 242.5 167.7 | | Benjamin Adams | 35,811 | 182,759(2) 107,433(3) | 10.64 12.80 | 2/24/2035 2/26/2034 | 29,888(7) 16,563(9) 12,888(11) 54,513(12) | 278.3 154.2 120.0 507.5 | 27,605(13) 16,605(14) | 257.0 154.6 |

  135. 2025 Outstanding Equity Awards At Fiscal Year-End Table

    | 2026 Proxy Statement | 67 |

  136. 2025 Outstanding Equity Awards At Fiscal Year-End Table

    | (1) The market value of shares or units of stock that have not vested reflects the closing stock price of $9.31 per share on December 31, 2025. |

  137. 2025 Outstanding Equity Awards At Fiscal Year-End Table

    | (2) These options were granted on February 24, 2025, subject to vesting in 25% increments on each of the first through fourth year anniversaries of the date of grant; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the 2024Plan or the equity award agreement. |

  138. 2025 Outstanding Equity Awards At Fiscal Year-End Table

    | (3) These options were granted on February 26, 2024, subject to vesting in 25% increments on each of the first through fourth year anniversaries of the date of grant; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the 2015 Plan or the equity award agreement. |

  139. 2025 Outstanding Equity Awards At Fiscal Year-End Table

    | (4) These options were awarded on February 23, 2023, subject to vesting in 25% increments on each of the first through fourth year anniversaries of the date of grant; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the 2015 Plan or the equity award agreement. |

  140. 2025 Outstanding Equity Awards At Fiscal Year-End Table

    | (5) These options were awarded on February 24, 2022, subject to vesting in 25% increments on each of the first through fourth year anniversaries of the date of grant; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the 2015 Plan or the equity award agreement. |

  141. 2025 Outstanding Equity Awards At Fiscal Year-End Table

    | (6) Represents RSUs that are scheduled to vest in three substantially equal installments on the first, second and third anniversaries of the grant date commencing on March 7, 2025; provided that the executive is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the 2024 Plan or the equity award agreement. |

  142. 2025 Outstanding Equity Awards At Fiscal Year-End Table

    | (7) Represents RSUs that are scheduled to vest in three substantially equal installments on the first, second and third anniversaries of the grant date commencing on February 24, 2025; provided that the executive is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the 2024 Plan or the equity award agreement. |

  143. 2025 Outstanding Equity Awards At Fiscal Year-End Table

    | (8) Represents RSUs that are scheduled to vest in three substantially equal installments on the first, second and third anniversaries of the grant date commencing on October 2, 2024; provided that the executive is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the 2024 Plan or the equity award agreement. |

  144. 2025 Outstanding Equity Awards At Fiscal Year-End Table

    | (9) Represents RSUs that are scheduled to vest in three substantially equal installments on the first, second and third anniversaries of the grant date commencing on February 26, 2024; provided that the executive is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the 2015 Plan or the equity award agreement. |

  145. 2025 Outstanding Equity Awards At Fiscal Year-End Table

    | (10) Represents RSUs that are scheduled to vest in three substantially equal installments on the first, second and third anniversaries of the grant date commencing on September 8, 2023; provided that the executive is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the 2015 Plan or the equity award agreement. |

  146. 2025 Outstanding Equity Awards At Fiscal Year-End Table

    | (11) Represents RSUs that vested on February 22, 2026, or, in the case of Mr. McGranahan on February 23, 2026. |

  147. 2025 Outstanding Equity Awards At Fiscal Year-End Table

    | (12) Represents PSUs that vested on February 22, 2026, or, in the case of Mr. McGranahan, February 23, 2026, based on the Company’s revenue and operating margin performance, measured annually during the 2023-2025 performance period. |

  148. 2025 Outstanding Equity Awards At Fiscal Year-End Table

    | (13) Based on financial performance target attainment through 2025, the first and second tranches of the PSUs granted in 2024 which are scheduled to vest on February 26, 2027 are reported based on the achievement of target performance level. Additionally, excluded from this table are 148,437, 30,924, 14,323 , 13,021 and 13,802 PSUs (at target) for Mr. McGranahan, Mr. Cagwin, Mr. Hawksworth, Mr. Angelini, and Mr. Adams, respectively, with respect to the portion of the 2024 PSUs associated with performance goals to be established in 2026. To determine vesting level for the 2024 PSUs, results for the three-year performance period will be averaged and then multiplied by the TSR payout modifier. |

  149. 2025 Outstanding Equity Awards At Fiscal Year-End Table

    | (14) Based on financial performance target attainment through 2025, the first tranche of the PSUs granted in 2025 which are scheduled to vest on February 22, 2028 are reported based on the achievement of target performance level. Additionally, excluded from this table are 357,143, 80,984, 51,692, 36,028 and 33,208 PSUs (at target) for Mr. McGranahan, Mr. Cagwin, Mr. Hawksworth, Mr. Angelini, and Mr. Adams, respectively, with respect to the portion of the 2025 PSUs associated with performance goals to be established in 2026 and 2027. To determine vesting level for the 2025 PSUs, results for the three-year performance period will be averaged and then multiplied by the TSR payout modifier. |

  150. 2025 Outstanding Equity Awards At Fiscal Year-End Table

    | (15) Based on financial performance target attainment through 2025, the first tranche of the PSUs granted in 2025 which are scheduled to vest on March 7, 2028 are reported based on the achievement of the target performance level. Additionally, excluded from this table are 14,343 PSUs (at target) for Mr. Hawksworth, with respect to the portion of the 2025 PSUs associated with performance goals to be established in 2026 and 2027. To determine vesting level for the 2025 PSUs, results for the three-year performance period will be averaged and then multiplied by the TSR payout modifier. |

  151. 2025 Outstanding Equity Awards At Fiscal Year-End Table

    | 68 | Western Union |

  152. 2025 Option Exercises And Stock Vested Table

    2025 Option Exercises And Stock Vested Table

  153. 2025 Option Exercises And Stock Vested Table

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($000) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($000) | | Devin McGranahan | – | – | 267,634 | 2,853.5 | | Matt Cagwin | – | – | 68,634 | 657.5 | | Benjamin Hawksworth | – | – | 28,156 | 263.3 | | Giovanni Angelini | – | – | 35,576 | 368.9 | | Benjamin Adams | – | – | 49,133 | 485.8 |

  154. 2025 Nonqualified Deferred Compensation Table

    2025 Nonqualified Deferred Compensation Table

  155. 2025 Nonqualified Deferred Compensation Table

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY ($000)(1) | REGISTRANT CONTRIBUTIONS IN LAST FY ($000)(2) | AGGREGATE EARNINGS/ (LOSS) IN LAST FY ($000) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($000) | AGGREGATE BALANCE AT LAST FYE ($000)(3) | | Devin McGranahan | 239.0 | 101.6 | 228.9 | – | 1,516.3 | | Matt Cagwin | 554.3 | 33.8 | 229.0 | – | 1,867.5 | | Benjamin Hawksworth | – | – | – | – | – | | Giovanni Angelini | – | – | – | – | – | | Benjamin Adams | 47.7 | 24.1 | 13.2 | – | 126.6 |

  156. 2025 Nonqualified Deferred Compensation Table

    Footnotes:

  157. 2025 Nonqualified Deferred Compensation Table

    | (1) These amounts represent deferrals of the NEO’s salary and compensation received under the Annual Incentive Plan and are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns in the 2025 Summary Compensation Table. |

  158. 2025 Nonqualified Deferred Compensation Table

    | (2) These amounts are included in the “All Other Compensation” column in the 2025 Summary Compensation Table. |

  159. 2025 Nonqualified Deferred Compensation Table

    | (3) Amounts in this column include the following amounts that were previously reported in the Summary Compensation Table as compensation for 2023 (in $000): Mr. McGranahan - $214.8; Mr. Cagwin - $183.7 and for 2024 (in $000): Mr. McGranahan - $338.0; Mr. Cagwin - $684.2; and Mr. Adams - $40.5. |

  160. 2025 Nonqualified Deferred Compensation Table

    | 2026 Proxy Statement | 69 |

  161. 2025 Nonqualified Deferred Compensation Table

    Incentive Savings Plan We maintain a defined contribution retirement plan (the “Incentive Savings Plan” or “ISP”) for our employees on United States payroll, including each of our NEOs other than Mr. Angelini. The ISP is structured with the intention of qualifying under Section 401(a) of the Internal Revenue Code. Under the ISP, participants are permitted to make contributions up to the maximum allowable amount under the Internal Revenue Code. For 2025, each participating NEO was eligible to receive a Company contribution equal to 4% of his eligible compensation. Supplemental Incentive Savings Plan We maintain a nonqualified supplemental incentive savings plan, the SISP, for certain of our employees on U.S. payroll, including each of our NEOs other than Mr. Angelini. Under the SISP, participants may defer up to 80% of their salaries, including commissions and incentive compensation (other than annual bonuses), and may make a separate election to defer up to 80% of any annual bonuses and up to 100% of any performance-based cash awards they may earn. The SISP also provides participants the opportunity to receive credits for matching contributions equal to the difference between the Company contributions that a participant could receive under the ISP but for the contribution and compensation limitations imposed by the Internal Revenue Code, and the Company contributions allowable to the participant under the ISP. Participants are generally permitted to choose from among the mutual funds available for investment under the ISP for purposes of determining the imputed earnings, gains, and losses applicable to their SISP accounts. The SISP is unfunded. Participants may specify the timing of the payment of their accounts by choosing either a specified payment date or electing payment upon separation from service (or a date up to five years following separation from service), and in either case may elect to receive their accounts in a lump sum or in annual or quarterly installments over a period of up to ten years. With respect to each year’s contributions and imputed earnings, the participant may make a separate distribution election. Subject to the requirements of Section 409A of the Internal Revenue Code, applicable Internal Revenue Service guidance, and the terms of the SISP, participants may receive an early payment in the event of a severe financial hardship and may make an election to delay the timing of their scheduled payment by a minimum of five years.

  162. Potential Payments Upon Termination Or Change-In-Control

    Potential Payments Upon Termination Or Change-In-Control Executive Severance Policy In 2025, we maintained the Executive Severance Policy for the payment of certain benefits to senior executives, including each of our NEOs, upon termination of employment from the Company and upon a change in control of the Company. Under the Executive Severance Policy, an eligible executive will become eligible for benefits if (i) prior to a change-in-control or more than 24 months following a change-in-control, he or she is involuntarily terminated by the Company other than on account of death or disability or for cause, or (ii) on or within 24 months after a change-in-control, he or she is involuntarily terminated by the Company other than on account of death or disability or for cause, or he or she terminates employment voluntarily for “good reason” (which may arise from a material reduction in title or position, reduction in base salary or bonus opportunity or an increase in the executive’s commute to his or her current principal working location of more than 50 miles without consent). Under the Executive Severance Policy, a change-in-control is generally defined to include:

  163. Potential Payments Upon Termination Or Change-In-Control

    | • | The acquisition by a person or entity of 35% or more of either the outstanding shares of the Company or the combined voting power of such shares, with certain exceptions; |

  164. Potential Payments Upon Termination Or Change-In-Control

    | • | An unapproved change in a majority of the Board members within a 24-month period; and |

  165. Potential Payments Upon Termination Or Change-In-Control

    | • | Certain corporate restructurings, including certain mergers, dissolution and liquidation. |

  166. Potential Payments Upon Termination Or Change-In-Control

    The Executive Severance Policy provided for the following severance and change-in-control benefits as of December 31, 2025:

  167. Potential Payments Upon Termination Or Change-In-Control

    | • | A lump sum severance payment equal to the eligible executive’s base salary as of their termination date (or, if applicable, the base salary in effect prior to a reduction under circumstances constituting good reason) multiplied by 1.0 (or, in the case of the CEO, 1.5), provided that in the case of an eligible executive who, as of their termination date, has been employed by the Company for six months or less, the amount of severance pay otherwise payable to such individual will be reduced to an amount equal to 0.5 multiplied by the eligible executive’s base severance pay. However, in the event of a change-in-control termination, the eligible executive will be entitled |

  168. Potential Payments Upon Termination Or Change-In-Control

    | 70 | Western Union |

  169. Potential Payments Upon Termination Or Change-In-Control

    to receive an amount equal to 2.0 multiplied by the sum of the eligible executive’s base salary plus the eligible executive’s target bonus for the year in which the termination date occurs.

  170. Potential Payments Upon Termination Or Change-In-Control

    | • | A cash payment equal to the bonus which would have been paid to the eligible executive under the Annual Incentive Plan for the year in which the termination occurs, based on actual performance during such year and prorated based on number of days the eligible executive was employed during such year. No bonus will be payable unless the Compensation Committee certifies that the performance goals under the Annual Incentive Plan have been achieved for the year in which the termination occurs (except for eligible terminations following a change-in-control). |

  171. Potential Payments Upon Termination Or Change-In-Control

    | • | A lump sum payment for medical and dental coverage equal to: (i) up to $18,000 for the CEO; (ii) up to $12,000 for all other eligible executives if they have been employed for more than six months; and (iii) up to $6,000 for all other eligible executives if they have been employed by the Company for six months or less. |

  172. Potential Payments Upon Termination Or Change-In-Control

    | • | Outplacement benefits. |

  173. Potential Payments Upon Termination Or Change-In-Control

    | • | With respect to awards made pursuant to the Company’s applicable Long-Term Incentive Plan, if an eligible executive is involuntarily terminated without cause and no change-in-control has occurred, awards granted pursuant to our Long-Term Incentive Plan generally will vest on a prorated basis based on the period served during the vesting period. |

  174. Potential Payments Upon Termination Or Change-In-Control

    | • | With respect to awards made pursuant to the Company’s applicable Long-Term Incentive Plan, if an eligible executive experiences a qualifying termination of employment during the 24 month period following a change-in-control, then all time-vested awards will become fully vested and exercisable as of such termination date, and all performance-vested awards will become fully vested and exercisable effective as of the termination date based on the greater of target or actual performance (as estimated based on performance through the termination date). |

  175. Potential Payments Upon Termination Or Change-In-Control

    | • | Any benefits triggered by a change-in-control are subject to an automatic reduction to avoid the imposition of excise taxes under Section 4999 of the Internal Revenue Code in the event such reduction would result in a better after-tax result for the executive. |

  176. Potential Payments Upon Termination Or Change-In-Control

    The provision of severance benefits under the Executive Severance Policy is conditioned upon the executive executing an agreement and release which includes, among other things, non-competition and non-solicitation restrictive covenants, as well as a release of claims against the Company. These restrictive covenants vary in duration, but generally do not exceed two years. Additionally, as noted earlier, Mr. Angelini is subject to an employment agreement. Under the terms of this agreement, upon an involuntary termination of employment, Mr. Angelini is required to receive any notice period required by applicable law or by the provisions of the National Collective Bargaining for executives of the Trade Sector in Italy or, to the extent permissible, to receive an indemnity in lieu of notice. Mr. Angelini’s employment agreement further provides that in the event of his termination of employment, then for six months following this termination, he will be entitled to receive an indemnity equal to 30% of one month of base salary per month, provided that he complies with certain non-competition covenants set forth in his employment agreement during this period. Thirty percent (30%) of this indemnity is payable upon Mr. Angelini’s termination of employment, with the remainder payable upon the expiration of the six-month period. For each of the NEOs, we have quantified the potential payments upon termination under various termination circumstances in the tables set forth below. These tables assume that the covered termination took place on December 31, 2025.

  177. Potential Payments Upon Termination Or Change-In-Control

    | 2026 Proxy Statement | 71 |

  178. Potential Payments Upon Termination Or Change-In-Control

    Payments Upon Termination Or Change-In-Control Tables

  179. Potential Payments Upon Termination Or Change-In-Control

    | Termination Following A Change-In-Control(1) | | | | | | | | | | | | LONG-TERM INCENTIVES(4) | | | | | | NAME | SEVERANCE ($000)(2) | WELFARE BENEFITS ($000)(3) | STOCK OPTIONS ($000) | PSUs ($000) | RSUs ($000) | DEU ACCRUAL ($000) | TOTAL ($000) | | Devin McGranahan | 6,078.8 | 18.0 | – | 13,132.4 | 3,028.1 | 3,040.6 | 25,297.9 | | Matt Cagwin | 2,584.3 | 12.0 | – | 2,887.5 | 1,222.5 | 757.5 | 7,463.8 | | Benjamin Hawksworth | 2,401.3 | 12.0 | – | 1,322.2 | 1,205.8 | 367.2 | 5,308.5 | | Giovanni Angelini | 2,396.1 | – | – | 1,215.7 | 642.8 | 328.3 | 4,582.9 | | Benjamin Adams | 1,859.9 | 12.0 | – | 1,389.2 | 552.5 | 384.5 | 4,198.1 | | Involuntary Termination Other Than For Death, Disability, Or Cause | | | | | | | | | | | | LONG-TERM INCENTIVES(4) | | | | | | NAME | SEVERANCE ($000)(2) | WELFARE BENEFITS ($000)(3) | STOCK OPTIONS ($000) | PSUs ($000) | RSUs ($000) | DEU ACCRUAL ($000) | TOTAL ($000) | | Devin McGranahan | 1,978.8 | 18.0 | – | 7,763.6 | 1,238.6 | 2,049.8 | 13,048.8 | | Matt Cagwin | 859.3 | 12.0 | – | 1,701.2 | 507.7 | 497.3 | 3,577.5 | | Benjamin Hawksworth | 751.3 | 12.0 | – | 505.0 | 497.6 | 169.2 | 1,935.1 | | Giovanni Angelini | 809.1 | – | – | 698.1 | 262.3 | 207.5 | 1,977.0 | | Benjamin Adams | 599.9 | 12.0 | – | 882.2 | 246.6 | 269.1 | 2,009.8 | | Death Or Disability | | | | | | | | | | | | LONG-TERM INCENTIVES(4) | | | | | | NAME | SEVERANCE ($000) | WELFARE BENEFITS ($000) | STOCK OPTIONS ($000) | PSUs ($000) | RSUs ($000) | DEU ACCRUAL ($000) | TOTAL ($000) | | Devin McGranahan | – | – | – | 13,132.4 | 3,028.1 | 3,040.6 | 19,201.1 | | Matt Cagwin | – | – | – | 2,887.5 | 1,222.5 | 757.5 | 4,867.5 | | Benjamin Hawksworth | – | – | – | 1,322.2 | 1,205.8 | 367.2 | 2,895.2 | | Giovanni Angelini | – | – | – | 1,215.7 | 642.8 | 328.3 | 2,186.8 | | Benjamin Adams | – | – | – | 1,389.2 | 552.5 | 384.5 | 2,326.2 | | Retirement(5) | | | | | | | | | NAME | SEVERANCE ($000) | WELFARE BENEFITS ($000) | STOCK OPTIONS ($000) | PSUs ($000) | RSUs ($000) | DEU ACCRUAL ($000) | TOTAL ($000) | | Giovanni Angelini | – | – | – | 1,058.8 | 547.6 | 274.5 | 1,880.9 |

  180. Potential Payments Upon Termination Or Change-In-Control

    Footnotes:

  181. Potential Payments Upon Termination Or Change-In-Control

    | (1) Under the Executive Severance Policy, an eligible executive will become entitled to severance benefits if he or she is involuntarily terminated by the Company other than on account of death or disability or for cause, or he or she terminates employment voluntarily for good reason within 24 months after the date of the change-in-control. |

  182. Potential Payments Upon Termination Or Change-In-Control

    | (2) In accordance with the Executive Severance Policy, amounts in this column represent severance payments equal to (i) in the case of a qualifying termination where no change-in-control has occurred, the NEO’s base salary as of December 31, 2025 multiplied by 1.0 (or, in the case of Mr. McGranahan, 1.5), plus a prorated portion of the NEO’s bonus for 2025 based on actual performance, and (ii) in the case of a qualifying termination during the 24 month period following a change-in-control, a multiple of 2.0 times the sum of the NEO’s base salary as of December 31, 2025 and the NEO’s target bonus for 2025, plus a prorated portion of the NEO’s bonus for 2025 based on actual performance. This amount also includes, for Mr. Angelini, an amount equal to 15% of Mr. Angelini’s base salary as of December 31, 2025, representing the amount to which he would be entitled for complying with the non-competition covenants under his employment agreement for six months following his termination of employment. |

  183. Potential Payments Upon Termination Or Change-In-Control

    | (3) Amounts in this column represent a lump sum cash payment for each of the NEOs based upon the health and dental coverage in which each such individual was enrolled as of December 31, 2025. |

  184. Potential Payments Upon Termination Or Change-In-Control

    | 72 | Western Union |

  185. Potential Payments Upon Termination Or Change-In-Control

    | (4) Amounts in these columns reflect the long-term incentive awards to be received upon a termination or a change-in-control calculated in accordance with the Executive Severance Policy and the applicable Long-Term Incentive Plan. In the case of stock grants, the equity value represents the value of the shares determined by multiplying the closing stock price of $9.31 per share on December 31, 2025 by the number of unvested RSUs or, in the case of PSUs, by the number of shares to be awarded based on target achievement. In the case of option awards, the equity value was determined by multiplying (i) the spread between the exercise price and the closing stock price of $9.31 per share on December 31, 2025 and (ii) the number of unvested option shares that would vest following a qualifying termination or termination due to death or disability. The calculation with respect to unvested long-term incentive awards reflects the following additional assumptions under the Executive Severance Policy and the applicable Long-Term Incentive Plan: |

  186. Potential Payments Upon Termination Or Change-In-Control

    | Event | Stock Options | RSUs | PSUs | | Change-in-control and qualifying termination within subsequent 24-month period | Accelerate. | Accelerate. Accrued dividend equivalents would be distributed on accelerated RSUs. | Accelerated vesting and award is payable to the extent earned based on the greater of (i) target and (ii) actual performance results. Accrued dividend equivalents would be distributed on accelerated PSUs. | | Change-in-control (without termination of employment) | Vesting continues under normal terms. | Vesting continues under normal terms. | Vesting continues under normal terms. | | Involuntary termination without cause (outside the 24-month period following a change-in-control)* *If the NEO would satisfy the age and service requirements for retirement, then the NEO would receive retirement vesting under this termination scenario | Prorated vesting by grant based on period served during vesting period. | Prorated vesting by grant based on period served during vesting period. Accrued dividend equivalents would be distributed on accelerated RSUs. | Prorated vesting by grant based on actual performance results and period served during the vesting period. Accrued dividend equivalents would be distributed on accelerated PSUs. |

  187. Potential Payments Upon Termination Or Change-In-Control

    | 2026 Proxy Statement | 73 |

  188. Potential Payments Upon Termination Or Change-In-Control

    | Event | Stock Options | RSUs | PSUs | | Death or disability | Accelerate. | Accelerate. Accrued dividend equivalents would be distributed on accelerated RSUs. | Accelerated vesting and award is payable to the extent earned based on actual performance results. Accrued dividend equivalents would be distributed on accelerated PSUs. | | Retirement | Prorated vesting by grant based on period served during vesting period, with an exercise period equal to the earlier of (i) two years post-termination (three years, in the case of the CEO if termination is a severance-eligible event) and (ii) the expiration date. Grants after May 17, 2024 will continue to vest during the remaining vesting period, provided the NEO notifies the Company of the NEO’s retirement at least six months prior to the retirement date. | Prorated vesting by grant based on period served during vesting period. Grants after May 17, 2024 will continue to vest during the remaining vesting period, provided the NEO notifies the Company of the NEO’s retirement at least six months prior to the retirement date. Accrued dividend equivalents would be distributed on accelerated RSUs. | Prorated vesting by grant based on actual performance results and period served during vesting period. Grants after May 17, 2024, will continue to vest during the remaining vesting period provided the NEO notifies the Company of the NEO’s retirement at least six months prior to the retirement date. Accrued dividend equivalents would be distributed on accelerated PSUs. |

  189. Potential Payments Upon Termination Or Change-In-Control

    | (5) As of December 31, 2025, Mr. Angelini was the only NEO eligible for retirement treatment under his equity incentive awards. For the purpose of these calculations, we have assumed that Mr. Angelini provided at least six months notice of his hypothetical retirement on December 31, 2025, as a result of which any unvested awards granted to him after May 17, 2024 would receive full vesting continuation upon such retirement. |

  190. Potential Payments Upon Termination Or Change-In-Control

    | 74 | Western Union |

  191. Potential Payments Upon Termination Or Change-In-Control

    Risk Management And Compensation Appropriately incentivizing behaviors which foster the best interests of the Company and its stockholders is an essential part of the compensation-setting process. The Company believes that risk-taking is necessary for continued innovation and growth, but that risks should be encouraged within parameters that are appropriate for the long-term health and sustainability of the business. As part of its compensation setting process, the Company evaluates the merits of its compensation programs through a comprehensive review of its compensation policies and programs to determine whether they encourage unnecessary or inappropriate risk-taking by the Company’s executives and employees below the executive level. Based on this review, the Company has concluded that the risks arising from its compensation programs are not reasonably likely to have a material adverse effect on the Company. Management and the independent compensation consultant review the Company’s compensation programs, including the broad-based employee programs and the programs tied to the performance of individual business units. The team maps the level of “enterprise” risk for each business area, as established through the Company’s enterprise risk management oversight process, with the level of compensation risk for the associated incentive programs. In developing the risk assessment, the team reviews the compensation programs within each business area for:

  192. Potential Payments Upon Termination Or Change-In-Control

    | • | The mix of fixed versus variable pay; |

  193. Potential Payments Upon Termination Or Change-In-Control

    | • | The performance metrics to which pay is tied; |

  194. Potential Payments Upon Termination Or Change-In-Control

    | • | Whether the pay opportunity is capped; |

  195. Potential Payments Upon Termination Or Change-In-Control

    | • | The timing of payout; |

  196. Potential Payments Upon Termination Or Change-In-Control

    | • | Whether “clawback” adjustments are permitted; |

  197. Potential Payments Upon Termination Or Change-In-Control

    | • | The use of equity awards; and |

  198. Potential Payments Upon Termination Or Change-In-Control

    | • | Whether stock ownership guidelines apply. |

  199. Potential Payments Upon Termination Or Change-In-Control

    Annual incentive awards and long-term incentive awards granted to executives are tied primarily to corporate performance goals, including revenue and EPS growth, and strategic performance objectives. The Compensation Committee believes that these metrics encourage performance that supports the business as a whole. The executive annual incentive awards include a maximum payout opportunity equal to 200% of target (inclusive of an additional +/- 25% modifier for participants other than Mr. McGranahan based on individual leadership and impact as measured across areas such as customer focus, sustainability and team engagement). Our executives are also expected to meet share ownership guidelines in order to align the executives’ interests with those of our stockholders. Further, the Company’s Dodd-Frank Policy requires the Company to recover incentive compensation paid to covered officers in the event of a financial restatement and the Company’s Misconduct Policy provides that the Company may, in its sole discretion, recoup certain incentive compensation from covered officers in the event the covered officer engages in compliance misconduct or detrimental conduct. The Misconduct Policy helps to discourage inappropriate risks, as executives will be held accountable for misconduct which is harmful to the Company’s financial and reputational health. In addition, the Misconduct Policy and specific clawback provisions in the Company’s annual and long-term incentive award agreements allow the Company to “claw back” executive pay if the executive engages in conduct that is determined to have contributed to material compliance failures, subject to applicable law.

  200. Potential Payments Upon Termination Or Change-In-Control

    | 2026 Proxy Statement | 75 |

  201. >> CEO Pay Ratio

    >> CEO Pay Ratio CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act, we are providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Mr. McGranahan, our CEO. To understand this disclosure, we think it is important to give context to our operations. As noted above, The Western Union Company provides people and businesses with fast, reliable, and convenient ways to send money and make payments around the world. As a global organization, approximately 83% of our employees are located outside of the United States, with our employees located in more than 50 countries. We strive to create a competitive global compensation program in terms of both the position and the geographic location in which the employee is located. As a result, our compensation program varies amongst each local market, in order to allow us to provide a competitive total rewards package. Given the leverage of our executive compensation program towards performance-based elements, we expect that our pay ratio disclosure will fluctuate year-to-year based on the Company’s performance against the pre-established performance goals. Ratio For 2025,

  202. >> CEO Pay Ratio

    | • | The median of the annual total compensation of all of our employees, other than Mr. McGranahan, was $36 thousand. |

  203. >> CEO Pay Ratio

    | • | Mr. McGranahan’s annual total compensation, as reported in the Total column of the 2025 Summary Compensation Table, was $10.7 million. |

  204. >> CEO Pay Ratio

    | • | Based on this information, the ratio of the annual total compensation of Mr. McGranahan to the median of the annual total compensation of all employees is estimated to be 293 to 1. |

  205. >> CEO Pay Ratio

    In determining the annual total compensation of the 2025 median employee, we calculated such employee’s 2025 compensation in accordance with Item 402(c)(2)(x) of Regulation S-K as required pursuant to SEC executive compensation disclosure rules. This calculation is the same calculation used to determine total compensation for purposes of the 2025 Summary Compensation Table with respect to each of the NEOs. For purposes of this disclosure, we converted such employee’s compensation from the employee’s local currency to U.S. dollars using an exchange rate as of December 31, 2025. Identification of Median Employee As permitted by SEC rules, we have used the same median employee as last year because we do not believe there has been a change in our employee population or employee compensation program that would significantly impact the CEO pay ratio disclosure. For purposes of identifying the median employee, we considered the aggregate of the following compensation elements for each of our employees, as compiled from the Company’s payroll records:

  206. >> CEO Pay Ratio

    | • | Base Salary |

  207. >> CEO Pay Ratio

    | • | Target Annual Bonus |

  208. >> CEO Pay Ratio

    | • | Actual Equity Awards |

  209. >> CEO Pay Ratio

    | • | Target Commissions |

  210. >> CEO Pay Ratio

    We selected the above compensation elements as they represent the Company’s principal broad-based compensation elements. A complete description of the methodology that we used to identify the median employee can be found in our 2025 Proxy Statement, filed on March 31, 2025.

  211. >> CEO Pay Ratio

    | 76 | Western Union |

  212. Pay Versus Performance

    Pay Versus Performance

  213. Pay Versus Performance

    | YEAR(1) | SUMMARY COMPEN- SATION TABLE TOTAL FOR MCGRANAHAN ($000)(2) | SUMMARY COMPEN- SATION TABLE TOTAL FOR ERSEK ($000)(2) | COMPEN- SATION ACTUALLY PAID TO MCGRANA- HAN ($000)(3) | COMPEN- SATION ACTUALLY PAID TO ERSEK ($000)(3) | AVERAGE SUMMARY COMPEN- SATION TABLE TOTAL FOR NON-PEO NEOS ($000)(2) | AVERAGE COMPEN- SATION ACTUALLY PAID TO NON-PEO NEOS ($000)(3) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:(4) | | NET INCOME ($000) | ADJUSTED REVENUE ($000)(6) | | | | | | | | | TOTAL SHAREHOLDER RETURN ($) | PEER GROUP TOTAL SHAREHOLDER RETURN ($)(5) | | | | 2025 | 10,697.8 | – | 14,662.1 | – | 2,276.9 | 2,895.1 | 61.07 | 203.47 | 499.6 | 4,013 | | 2024 | 13,272.7 | – | 11,631.9 | – | 2,393.1 | 2,287.4 | 62.80 | 176.89 | 934.2 | 4,199 | | 2023 | 9,966.9 | – | 7,603.1 | – | 2,071.6 | 2,000.5 | 65.28 | 135.49 | 626.0 | 4,342 | | 2022 | 7,241.7 | – | 782.4 | – | 1,975.9 | 1,109.0 | 69.67 | 120.81 | 910.6 | 4,512 | | 2021 | 14,117.4 | 10,834.6 | 9,871.5 | 639.4 | 3,277.1 | 1,402.5 | 84.85 | 135.04 | 805.8 | 5,012 |

  214. Pay Versus Performance

    Footnotes:

  215. Pay Versus Performance

    | (1) The Principal Executive Officer (“PEO”) and NEOs for the applicable years were as follows: |

  216. Pay Versus Performance

    | • | 2025: Devin McGranahan served as the Company’s Chief Executive Officer for the entirety of 2025, and the Company’s other NEOs were: Matt Cagwin, Benjamin Adams, Giovanni Angelini, and Benjamin Hawksworth. |

  217. Pay Versus Performance

    | • | 2024: Devin McGranahan served as the Company’s Chief Executive Officer for the entirety of 2024, and the Company’s other NEOs were: Matt Cagwin, Andrew Walker, Benjamin Adams, and Giovanni Angelini. |

  218. Pay Versus Performance

    | • | 2023: Devin McGranahan served as the Company’s Chief Executive Officer for the entirety of 2023, and the Company’s other NEOs were: Matt Cagwin, Andrew Walker, Benjamin Adams, Giovanni Angelini, and Jean Claude Farah. |

  219. Pay Versus Performance

    | • | 2022: Devin McGranahan served as the Company’s Chief Executive Officer for the entirety of 2022 and the Company’s other NEOs were: Matt Cagwin; Jean Claude Farah; Gabriella Fitzgerald; Benjamin Adams; and Raj Agrawal. |

  220. Pay Versus Performance

    | • | 2021: Devin McGranahan assumed the role of the Company’s Chief Executive Officer on December 27, 2021 and Hikmet Ersek served as Chief Executive Officer during 2021 through his December 27, 2021 retirement. The Company’s other NEOs for 2021 were: Raj Agrawal; Michelle Swanback; Jean Claude Farah; and Gabriella Fitzgerald. |

  221. Pay Versus Performance

    | (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Messrs. McGranahan and Ersek and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs for the applicable year other than the PEOs for such years. |

  222. Pay Versus Performance

    | (3) To calculate compensation actually paid (“CAP”), adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Messrs. McGranahan and Ersek and for the average of the other NEOs is set forth following the footnotes to this table. |

  223. Pay Versus Performance

    | (4) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2020. Historic stock price performance is not necessarily indicative of future stock price performance. |

  224. Pay Versus Performance

    | (5) The TSR Peer Group consists of the Standard & Poor’s Composite – 500 Financials Index (the “S&P 500 Financials Index”), an independently prepared index that includes companies in the financial services industry. |

  225. Pay Versus Performance

    | (6) As noted in the “Compensation Discussion and Analysis,” for 2025, the Compensation Committee determined that adjusted revenue continues to be viewed as a core driver of the Company’s performance and stockholder value creation and, accordingly, was utilized as a component in the Annual Incentive Plan. Total adjusted revenue for 2025 represents revenue adjusted for currency impact, to exclude Argentina hyperinflation, and material acquisitions and dispositions. |

  226. Pay Versus Performance

    | 2026 Proxy Statement | 77 |