The Western Union Company filed a Form 8-K on November 12, 2026, disclosing the termination of its Agreement and Plan of Merger with International Money Express, Inc. (IMXI), effective 12:00 a.m. Eastern time on November 12, 2026, following unacceptable regulatory conditions issued by California's Department of Financial Protection and Innovation.

Key Highlights

  • Merger Agreement terminated: Western Union delivered a written notice of termination of the Merger Agreement to IMXI on the evening of November 10, 2026, with termination becoming effective at 12:00 a.m. Eastern time on November 12, 2026.
  • DFPI conditions cited: According to the filing, California's DFPI delivered "unacceptable final Conditions of Approval that would have required material changes to the Company's business model, agent relationships, and long-term business strategy."
  • No termination fee: The filing states that no termination fee is payable by either party, and each party remains responsible for its own fees and expenses.
  • IMXI disputes termination: IMXI's legal counsel asserted the termination notice was invalid, alleging Western Union did not use reasonable best efforts to obtain DFPI approval, and threatened legal action.
  • Western Union's position: The company disclosed it "disagrees with the assertions in IMXI's letter and the statements in IMXI's press release and intends to vigorously defend any such lawsuit."
  • Original merger announced: The Merger Agreement was originally entered into on August 10, 2025, with IMXI to become a wholly owned subsidiary of Western Union upon closing.

Western Union and IMXI Merger Collapses Over California Regulatory Demands

Western Union (NYSE:WU) disclosed the termination of its previously announced Agreement and Plan of Merger with International Money Express, Inc. (IMXI) and Ivey Merger Sub, Inc., a wholly owned subsidiary of Western Union that was to merge with and into IMXI. The merger was originally announced on August 10, 2025, and would have made IMXI a wholly owned subsidiary of Western Union. The merger agreement had set November 10, 2026 as the Outside Date, the deadline by which the transaction had to close.

According to the filing, on the evening of November 10, 2026, California's Department of Financial Protection and Innovation delivered final Conditions of Approval that the company characterized as "unacceptable," stating they "would have required material changes to the Company's business model, agent relationships, and long-term business strategy." The filing further states that Western Union "was not required to accept" these conditions under the terms of the Merger Agreement, and that Western Union "viewed these conditions as substantial and not in the best interests of Western Union, its agents, or its shareholders." Following receipt of those conditions, Western Union delivered its termination notice to IMXI the same evening.

The filing also discloses that IMXI contested the termination. On the evening of November 10, 2026, IMXI's legal counsel sent a response asserting the termination notice was invalid on the grounds that Western Union purportedly did not use reasonable best efforts to obtain DFPI approval, and threatened litigation. On the morning of November 11, 2026, IMXI issued a press release reiterating its threat to pursue legal action. The filing notes the company intends to vigorously defend any such lawsuit. The filing contains forward-looking statements subject to risks and uncertainties, including potential litigation with IMXI, as noted by the company in its cautionary language.

What Was Disclosed

Western Union disclosed the termination of its merger agreement with IMXI, citing unacceptable final regulatory conditions from California's DFPI. No termination fee is owed by either party. IMXI has disputed the validity of the termination and threatened litigation, which Western Union says it will vigorously defend.