Management Change/Compensation, Termination of Material Agreement (Form 8-K)

Item 1.02 Termination of a Material Definitive Agreement.

Reference is made to the disclosure set forth under Item 5.02 of this report.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Conditional Termination of Retention Program

As previously reported in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed on May 8, 2025, on May 7, 2025, the Board of Directors (the "Board") of CoreCard Corporation, a Georgia corporation (the "Company"), approved a retention program (the "Program") for employees who, as of July 31, 2024, had been employees of the Company for more than five years, which included the Company's President and Chief Executive Officer, and its Chief Financial Officer and Corporate Secretary. Under the Program, the Company agreed to make a cash retention payment to each covered employee equal to the amount, if any, by which the employee's 2024 base salary exceeded the value, measured as of close of trading on December 31, 2028, of the shares of restricted stock granted to such employee in 2024 and 2025 that vested as of December 31, 2028.

The Program is cancellable in connection with an acquisition of the Company by a buyer with a market capitalization in excess of $1 billion if the restricted stock granted to the covered employees in 2024 and 2025 vested within 30 days after closing.

As previously reported in its Current Report on Form 8-K filed July 31, 2025, on July 30, 2025, the Company entered into an Agreement and Plan of Merger by and among the Company, Euronet Worldwide, Inc., a Delaware corporation ("Euronet"), and Genesis Merger Sub Inc., a Georgia corporation and wholly owned subsidiary of Euronet ("Merger Sub"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein and in accordance with the Georgia Business Corporation Code, Merger Sub is expected to merge with and into the Company (the "Merger"), with the Company surviving the Merger and continuing as a wholly owned subsidiary of Euronet.

In view of Euronet's current market capitalization in excess of $1 billion, on September 3, 2025, the Board cancelled the Program, effective as of, and conditioned upon, the closing of the Merger.

The Merger has not yet closed. Closing of the Merger is subject to certain customary closing conditions set forth in the Merger Agreement, and consequently there is no guarantee that the Program will be cancelled.