UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| 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 | ||||||