New independent directors join ACI Worldwide (NASDAQ: ACIW)

Rhea-AI Filing Summary

ACI Worldwide, Inc. reported that Todd Ford and Didier Lamouche have been appointed as independent members of its Board of Directors, effective September 25, 2025. They will serve until the 2026 Annual Meeting of Stockholders and continue thereafter until successors are elected and qualified.

Both directors will receive the company’s standard compensation for non-employee directors. The Board determined, under its independence guidelines aligned with Nasdaq Global Select Market standards, that each is independent. The company also stated that neither Ford nor Lamouche is involved in any related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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UNITED STATES

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, 2025

Commission File Number 0-25346

ACI WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Delaware		47-0772104
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6060 Coventry Drive Elkhorn, Nebraska		68022
(Address of Principal Executive Offices)		(Zip Code)

(402) 390-7600

(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, $0.005 par value		ACIW		Nasdaq Global Select Market

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 25, 2025, Todd Ford and Didier Lamouche were appointed to ACI Worldwide, Inc.’s (the “Company”) Board of Directors (the “Board”) as independent directors. A press release announcing the new directors is filed as Exhibit 99.1 to this report.

Messrs. Ford and Lamouche will serve until the 2026 Annual Meeting of Stockholders and thereafter until their respective successors are duly elected and qualified. Each of Messrs. Ford and Lamouche will participate in the Company’s standard non-employee director compensation arrangements.

For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with the Company. The Board has established guidelines to assist it in determining director independence which conform to the independence requirements in the NASDAQ Global Select Market listing standards. In accordance with these guidelines, the Board has determined that each of Messrs. Ford and Lamouche are independent. Neither Mr. Ford nor Mr. Lamouche is a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1		Press Release dated October 1, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 thereunto duly authorized.

				ACI WORLDWIDE, INC. (Registrant)
Date: October 1, 2025				By:		/s/ DENNIS P. BYRNES
						Dennis P. Byrnes
						Executive Vice President and General Counsel

FAQ

What did ACI Worldwide (ACIW) disclose in this 8-K filing?

ACI Worldwide disclosed that Todd Ford and Didier Lamouche were appointed as independent directors to its Board. They will serve until the 2026 Annual Meeting of Stockholders and then until successors are elected and qualified, under the company’s standard non-employee director arrangements.

Who are the new independent directors appointed to ACI Worldwide’s Board?

The company appointed Todd Ford and Didier Lamouche as independent directors to its Board. Both were determined to be independent under ACI Worldwide’s guidelines, which conform to Nasdaq Global Select Market standards for director independence, and will receive standard non-employee director compensation.

How long will ACI Worldwide’s new directors Todd Ford and Didier Lamouche serve?

Todd Ford and Didier Lamouche will serve on ACI Worldwide’s Board until the 2026 Annual Meeting of Stockholders. After that meeting, they will continue in office until their respective successors have been duly elected and qualified under the company’s governance framework.

Are ACI Worldwide’s new directors considered independent under Nasdaq standards?

Yes, ACI Worldwide’s Board determined that both Todd Ford and Didier Lamouche are independent directors. The Board used its independence guidelines that conform to Nasdaq Global Select Market listing standards, indicating no direct or indirect material relationship with the company under those criteria.

Do ACI Worldwide’s new directors have any related-party transactions to disclose?

The company stated that neither Todd Ford nor Didier Lamouche is a party to any transaction, or series of transactions, requiring disclosure under Item 404(a) of Regulation S-K. This means no reportable related-party dealings with ACI Worldwide were identified at the time of appointment.

What compensation will ACI Worldwide’s new independent directors receive?

Todd Ford and Didier Lamouche will participate in ACI Worldwide’s standard non-employee director compensation arrangements. This indicates they are compensated on the same basis as other non-employee directors, aligning their pay structure with existing Board practices rather than a special or customized package.