8-K – 2026-02-20 – d38810d8k.htm

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FISERV INC false 0000798354 0000798354 2026-02-18 2026-02-18 0000798354 us-gaap:CommonStockMember 2026-02-18 2026-02-18 0000798354 fi:SeniorNotesDue2027Member 2026-02-18 2026-02-18 0000798354 fi:SeniorNotesDue2030Member 2026-02-18 2026-02-18 0000798354 fi:A3000SeniorNotesDue2031Member 2026-02-18 2026-02-18 0000798354 fi:A4500SeniorNotesDue2031Member 2026-02-18 2026-02-18 0000798354 fi:A2.875SeniorNotesDue2028Member 2026-02-18 2026-02-18 0000798354 fi:A3.500SeniorNotesDue2032Member 2026-02-18 2026-02-18 0000798354 fi:A4.000SeniorNotesDue2036Member 2026-02-18 2026-02-18
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
February 18, 2026
 
 

Fiserv, Inc.
(Exact Name of Registrant as Specified in Charter)
 
 

 

Wisconsin
 
1-38962
 
39-1506125

(State or Other Jurisdiction
of Incorporation)

 
(Commission
File Number)

 
(IRS Employer
Identification No.)

600 N. Vel R. Phillips Avenue , Milwaukee , Wisconsin 53203
(Address of Principal Executive Offices, Including Zip Code)
(262) 879-5000
(Registrant’s telephone number, including area code)
 
 

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:
 

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act :
 

Title of each class

 
Trading
Symbol(s)

 
Name of each exchange
on which registered

Common Stock, par value $0.01 per share
 
FISV
 
The NASDAQ Stock Market LLC

1.125% Senior Notes due 2027
 
FISV27
 
The NASDAQ Stock Market LLC

1.625% Senior Notes due 2030
 
FISV30
 
The NASDAQ Stock Market LLC

3.000% Senior Notes due 2031
 
FISV31
 
The NASDAQ Stock Market LLC

4.500% Senior Notes due 2031
 
FISV31A
 
The NASDAQ Stock Market LLC

2.875% Senior Notes due 2028
 
FISV28C
 
The NASDAQ Stock Market LLC

3.500% Senior Notes due 2032
 
FISV32
 
The NASDAQ Stock Market LLC

4.000% Senior Notes due 2036
 
FISV36
 
The NASDAQ Stock Market LLC
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.

Supplemental CEO Equity Award
On February 18, 2026, the independent members of the Board of Directors (the “Board”) of Fiserv, Inc. (the “Company”), consistent with the recommendation of the Talent and Compensation Committee of the Board, awarded Michael P. Lyons, Chief Executive Officer, a supplemental equity award (the “Award”) consisting of performance share units (“PSUs”) and time-vesting restricted stock units (“RSUs”). The Award reflects the Board’s recognition of the importance of Mr. Lyons’s ongoing leadership in successfully executing key strategic actions to transform the Company, including the One Fiserv action plan designed to drive long-term growth and position the Company for future success.
The Award is structured to promote the retention of Mr. Lyons as the Company’s Chief Executive Officer and align his incentive opportunity with Fiserv’s absolute and relative shareholder value creation over the long term. The PSUs, which have a grant date value of approximately $18 million, will cliff vest after three years subject to achievement of performance goals tied to relative total shareholder return and the One Fiserv action plan. Specific measurable performance metrics for the One Fiserv action plan will be set at a later date in connection with Company’s 2026 investor day. The RSUs, which have a grant date value of approximately $12 million, will vest pro-rata on the first three anniversaries of the grant date.
The Award is in addition to the approximately $18.7 million annual equity incentive award granted to Mr. Lyons on the same date, comprised 60% of PSUs, which will cliff vest after three years subject to achievement of performance goals tied to relative total shareholder return, adjusted revenue growth, adjusted earnings per share, and free cash flow conversion, and 40% of RSUs, which will vest pro-rata on the first three anniversaries of the grant date.
The forgoing summary of the Award is qualified in all respects by reference to the text of the award agreements that govern the Award, forms of which are filed as Exhibits 10.4 and 10.18 to the Company’s Annual Report on Form 10-K filed with the SEC on February 19, 2026 and are incorporated herein by reference.

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.
 

 

 
FISERV, INC.

Date: February 20, 2026
 

 
By:
 
/s/ Paul M. Todd

 

 

 
Paul M. Todd
Chief Financial Officer