Termination of Material Agreement (Form 8-K)

As previously announced, on August 10, 2025, International Money Express, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, The Western Union Company, a Delaware corporation ("Western Union"), and Ivey Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Western Union ("Merger Sub"). Pursuant to the Merger Agreement, on the terms and subject to the conditions set forth therein, Merger Sub would merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger and becoming a wholly owned subsidiary of Western Union. The Merger Agreement provided each of the Company and Western Union with the right to terminate the Merger Agreement if the Merger was not closed on or before November 10, 2026, subject to certain conditions (the "Outside Date Termination Right").

The Merger was conditioned on the receipt of certain regulatory approvals including that of the California Department of Financial Protection and Innovation ("DFPI"). The DFPI initially approved the Merger Agreement on February 11, 2026, and agreed to extend its approval through November 8, 2026, and again, on July 31, 2026. Less than two weeks later, on August 13, 2026, the DFPI issued a letter suspending the approval of the Merger, pending further ongoing review, notwithstanding the absence of any meaningful change in the circumstances of Merger or the business and operations of either party thereto. At such time, DFPI's approval of the Merger was the sole remaining regulatory approval required to close the Merger.

During the evening of November 10, 2026, the DFPI notified the Company and Western Union of its approval of the Merger, subject to certain conditions (the "Approval"). Notwithstanding receipt of the Approval and shortly following its receipt, Western Union delivered a notice (the "Termination Notice") to the Company purportedly terminating the Merger Agreement on the basis of the Outside Date Termination Right. Later that night, in response to the Termination Notice, through its outside counsel, the Company responded to Western Union's purported termination of the Merger Agreement, reiterating the Company's commitment to the Merger and highlighting that the Company has satisfied all of its obligations under the Merger Agreement and remains ready to complete the Merger. The Company's response also stated that all conditions to the Merger have been satisfied or their failure to be satisfied was caused by Western Union's breach of its reasonable best efforts obligations to obtain satisfaction of such conditions, thus prohibiting Western Union from terminating the Merger Agreement. In its response, the Company further demanded that Western Union immediately rescind the Termination Notice and proceed to close the Merger, including, if necessary, contesting in court the DFPI's unlawful suspension of its prior approval. The Company's response also noted that it is reserving its rights to seek all remedies, including seeking specific performance and damages for wrongful termination of the Merger Agreement.

By letter dated November 11, 2026, Western Union notified the DFPI of its purported termination of the Merger Agreement and withdrew its application for DFPI's approval of the Merger.