International Money Express, Inc. filed a Form 8-K on November 12, 2026, disclosing that Western Union delivered a termination notice for their previously announced merger agreement on the evening of November 10, 2026, the same night the California Department of Financial Protection and Innovation issued its approval of the merger.

Key Highlights

  • Termination notice delivered: Western Union sent a notice purportedly terminating the Merger Agreement on November 10, 2026, citing the Outside Date Termination Right.
  • Regulatory approval received same evening: The DFPI notified both parties of its approval of the merger on the evening of November 10, 2026, subject to certain conditions, shortly before Western Union delivered the termination notice.
  • DFPI had suspended approval: On August 13, 2026, the DFPI issued a letter suspending its prior approval of the merger, pending further ongoing review, despite, according to the filing, "the absence of any meaningful change in the circumstances of Merger or the business and operations of either party thereto."
  • Company contests termination: Through outside counsel, the company responded that it has satisfied all obligations under the Merger Agreement and 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."
  • Remedies reserved: The company stated it is "reserving its rights to seek all remedies, including seeking specific performance and damages for wrongful termination of the Merger Agreement."
  • Western Union withdrew DFPI application: By letter dated November 11, 2026, Western Union notified the DFPI of the purported termination and withdrew its application for DFPI approval.

Western Union's Termination Notice and International Money Express's Response

According to the Form 8-K filed with the SEC by International Money Express, Inc. (NASDAQ:IMXI), the company and The Western Union Company entered into an Agreement and Plan of Merger on August 10, 2025. Under that agreement, Ivey Merger Sub, Inc., a wholly owned subsidiary of Western Union, would merge with and into the company, with International Money Express continuing as the surviving corporation and becoming a wholly owned subsidiary of Western Union. The Merger Agreement provided both parties with the right to terminate if the merger was not closed on or before November 10, 2026, the Outside Date.

The filing disclosed that receipt of approval from the California Department of Financial Protection and Innovation was the sole remaining regulatory condition required to close the merger at the time the DFPI suspended its approval on August 13, 2026. The DFPI had initially approved the Merger Agreement on February 11, 2026, and had extended that approval through November 8, 2026, and again on July 31, 2026. The evening of November 10, 2026, the DFPI issued its approval subject to certain conditions. Shortly after, Western Union delivered its Termination Notice invoking the Outside Date Termination Right.

The company, through its outside counsel, responded the same night, stating that the company "has satisfied all of its obligations under the Merger Agreement and remains ready to complete the Merger." The company's response demanded that Western Union immediately rescind the Termination Notice and proceed to close the merger, and noted the company's reservation of rights to seek all remedies including specific performance and damages for wrongful termination. The filing was signed by Robert Lisy, Chief Executive Officer and President, and dated November 12, 2026.

What Was Disclosed

International Money Express disclosed the purported termination by Western Union of their merger agreement on November 10, 2026, the company's formal dispute of that termination, and Western Union's subsequent withdrawal of its DFPI application on November 11, 2026.