SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 25, 2018

EVO Payments, Inc.

(Exact name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (516) 479-9000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01. Other Events.

On September 25, 2018, EVO Payments, Inc. (the “Company”) completed an underwritten offering of 8,075,558 shares of its Class A common stock, which included 8,053,333 shares of Class A common stock issued by the Company and 22,225 shares sold by two individual selling stockholders pursuant to a registration statement filed on Form S-1 with the Securities and Exchange Commission. The 8,075,558 shares of Class A common stock sold in the offering included a full exercise of the underwriter’s option to purchase 1,053,333 additional shares of Class A common stock from the Company. The shares of Class A common stock issued by the Company and sold by the selling stockholders were sold at a public offering price of $24.50, which generated approximately $190.9 million (including approximately $25.0 million in connection with the underwriter’s exercise of its option to purchase additional shares) in net proceeds to the Company after deducting the underwriting discount but before deducting offering expenses payable by the Company and approximately $0.5 million in net proceeds to the selling stockholders after deducting the underwriting discount.

The Company used all of the net proceeds received by the Company from the sale of shares of its Class A common stock in the offering (other than shares sold pursuant to the underwriter’s option to purchase additional shares) to purchase LLC interests in EVO Investco, LLC (“EVO LLC”) and paired shares of the Company’s Class D common stock from funds affiliated with Madison Dearborn Partners, LLC at a purchase price per LLC interest and paired share of Class D common stock equal to the public offering price per share of Class A common stock less the underwriting discount. The Company used all of the net proceeds received by the Company from the sale of shares of Class A common stock to the underwriter in connection with its exercise of its option to purchase additional shares to purchase an equivalent number of LLC interests in EVO LLC directly from EVO LLC at a purchase price per LLC interest equal to the public offering price per share of Class A common stock less the underwriting discount. EVO LLC anticipates that it will use the net proceeds from the sale of LLC interests to the Company to repay borrowings under the Company’s senior secured credit facilities.

J.P. Morgan Securities LLC acted as the sole underwriter of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.