[8-K] Fiserv, Inc. Reports Material Event

Rhea-AI Filing Summary

Fiserv issued a total of $2.0 billion of senior notes: $1.0 billion of 4.550% notes maturing Feb 15, 2031 and $1.0 billion of 5.250% notes maturing Aug 11, 2035. Interest on both series is fixed and payable semi-annually beginning in February 2026. The notes were issued under the company’s existing indenture and supplemental indentures that set the terms, including optional redemption mechanics that allow redemptions prior to the par call dates using a present-value based price or at par on or after the par call dates. A change-of-control triggering event requires the company to offer to repurchase the notes at 101% of principal plus accrued interest. The supplemental indentures contain customary events of default and acceleration rights, and the securities are registered under Fiserv’s Form S-3 registration statement.

Positive

• $2.0 billion of long-term fixed-rate financing secured from the public debt markets
• Two maturities (2031 and 2035) provide staggered refinancing timelines
• Notes registered under the company's Form S-3, supporting access to capital markets
• Clear indenture terms with customary protections and defined redemption mechanics

Negative

• Creates $2.0 billion of additional long-term financial obligations for the company
• Fixed coupon interest at 4.550% and 5.250% will result in ongoing interest expense
• Change-of-control repurchase at 101% could require substantial cash outflow if triggered
• Indenture contains events of default that permit acceleration by the trustee or holders

Insights

Financial Analyst

TL;DR: Fiserv raised $2.0B of long-term fixed-rate debt with staggered maturities, creating additional interest obligations but preserving refinancing flexibility.

The company completed a public offering of two series of senior notes totaling $2.0 billion, issued under its existing indenture and supplemented by new supplemental indentures dated August 11, 2025. The notes carry fixed coupons of 4.550% (2031) and 5.250% (2035) with semi-annual payments beginning February 2026. Redemption provisions allow present-value-based make-whole redemptions before par call dates and par redemptions thereafter. A 101% repurchase obligation applies on a change-of-control triggering event. The documentation reflects standard credit protections through customary events of default and trustee/holder acceleration rights.

Debt Capital Markets Specialist

TL;DR: Transaction is a routine capital markets financing: significant size and clear indenture terms, with standard investor protections and call features.

Fiserv’s issuance of $1.0 billion 4.550% notes due 2031 and $1.0 billion 5.250% notes due 2035 broadens its long-term funding profile. The offering was effected under supplemental indentures that include conventional redemption mechanics, a make-whole style calculation before par call dates, and a 101% change-of-control repurchase obligation. The notes are registered under the company’s Form S-3, and the indentures contain customary default and acceleration clauses. From a structuring standpoint, the securities follow typical market conventions for corporate unsecured notes.

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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): August 11, 2025

Fiserv, Inc.

(Exact name of registrant as specified in its 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, WI 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		FI		The New York Stock Exchange
1.125% Senior Notes due 2027		FI27		The New York Stock Exchange
1.625% Senior Notes due 2030		FI30		The New York Stock Exchange
3.000% Senior Notes due 2031		FI31		The New York Stock Exchange
4.500% Senior Notes due 2031		FI31A		The New York Stock Exchange
2.875% Senior Notes due 2028		FI/28C		The New York Stock Exchange
3.500% Senior Notes due 2032		FI/32		The New York Stock Exchange
4.000% Senior Notes due 2036		FI/36		The New York Stock Exchange

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 1.01. Entry into a Material Definitive Agreement.

Closing of U.S Dollar Notes Offering

General Information

On August 11, 2025, Fiserv, Inc. (the “Company”) completed the public offering and issuance of $1,000,000,000 aggregate principal amount of its 4.550% Senior Notes due 2031 (the “2031 Notes”) and $1,000,000,000 aggregate principal amount of its 5.250% Senior Notes due 2035 (the “2035 Notes” and, together with the 2031 Notes, the “Notes”).

The Notes were issued under an Indenture (the “Indenture”), dated as of November 20, 2007, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by (i) a Thirty-Seventh Supplemental Indenture, establishing the terms and providing for the issuance of the 2031 Notes (the “2031 Notes Supplemental Indenture”) and (ii) a Thirty-Eighth Supplemental Indenture, establishing the terms and providing for the issuance of the 2035 Notes (the “2035 Notes Supplemental Indenture”), each dated as of August 11, 2025 and each by and between the Company and the Trustee.

Interest Rate and Maturity

The 2031 Notes Supplemental Indenture and the form of the 2031 Notes that is included therein provide, among other things, that the 2031 Notes bear interest at a rate of 4.550% per year (payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2026) and will mature on February 15, 2031. The 2035 Notes Supplemental Indenture and the form of the 2035 Notes that is included therein provide, among other things, that the 2035 Notes bear interest at a rate of 5.250% per year (payable semi-annually in arrears on February 11 and August 11 of each year, beginning on February 11, 2026) and will mature on August 11, 2035.

Optional Redemption

Prior to (i) with respect to the 2031 Notes, January 15, 2031 (one month prior to the maturity date of such notes) and (ii) with respect to the 2035 Notes, May 11, 2035 (three months prior to the maturity date of such notes) (each, a “par call date”), the Company may redeem the applicable series of Notes at the Company’s option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming that such Notes matured on their applicable par call date), on a semi-annual basis (assuming a 360-day year composed of twelve 30-day months) at a rate equal to the Treasury Rate (as defined in the 2031 Notes Supplemental Indenture or the 2035 Notes Supplemental Indenture, as applicable), plus 15 basis points in the case of the 2031 Notes and 20 basis points in the case of the 2035 Notes, less interest accrued to the date of redemption; and (b) 100% of the principal amount of the Notes to be redeemed; plus, in either case, accrued and unpaid interest on the applicable Notes to, but not including, the redemption date. On or after the applicable par call date for the 2031 Notes and the 2035 Notes, the Company may redeem the Notes of the applicable series in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

Repurchase Upon a Change of Control Triggering Event

The Company is required to offer to repurchase the Notes for cash at a price of 101% of the aggregate principal amount of the Notes outstanding on the date of a change of control triggering event, plus accrued and unpaid interest.

Events of Default

The Indenture, the 2031 Notes Supplemental Indenture and the 2035 Notes Supplemental Indenture contain customary events of default. If an event of default occurs and is continuing with respect to any series of the Notes,

then the Trustee or the holders of at least 25% of the principal amount of the outstanding Notes of that series may declare the Notes of that series to be due and payable immediately. In addition, in the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization, all outstanding Notes will become due and payable immediately.

Documentation

The descriptions of the 2031 Notes Supplemental Indenture and the 2035 Notes Supplemental Indenture set forth above are qualified by reference to the 2031 Notes Supplemental Indenture and the 2035 Notes Supplemental Indenture filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

Item 8.01. Other Events.

The Notes are registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (Registration No. 333-277241) that the Company filed with the Securities and Exchange Commission on February 22, 2024, as amended by the Post-Effective Amendment No. 1 to the Registration Statement that the Company filed with the Securities and Exchange Commission on April 24, 2025. The Company is filing certain exhibits as part of this Current Report on Form 8-K for purposes of such Registration Statement. See “Item 9.01. Financial Statements and Exhibits.”

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:

Exhibit Index to Current Report on Form 8-K

Exhibit Number		Description
4.1		Thirty-Seventh Supplemental Indenture, dated as of August 11, 2025, between Fiserv, Inc. and U.S. Bank Trust Company, National Association (including Form of 4.550% Senior Notes due 2031).
4.2		Thirty-Eighth Supplemental Indenture, dated as of August 11, 2025, between Fiserv, Inc. and U.S. Bank Trust Company, National Association (including Form of 5.250% Senior Notes due 2035).
5.1		Opinion of Foley & Lardner LLP.
23.1		Consent of Foley & Lardner LLP (included in Exhibit 5.1).
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 hereunto duly authorized.

				FISERV, INC.
Date: August 11, 2025				By:		/s/ Robert W. Hau
						Robert W. Hau
						Chief Financial Officer

FAQ

What notes did Fiserv (FI) issue and what are their sizes?

Fiserv issued $1.0 billion of 4.550% Senior Notes due 2031 and $1.0 billion of 5.250% Senior Notes due 2035.

When do the 2031 and 2035 notes pay interest and when do payments begin?

Both series pay interest semi-annually beginning in February 2026; 2031 notes pay on Feb 15 and Aug 15, 2035 notes pay on Feb 11 and Aug 11.

What redemption rights does Fiserv have on these notes?

Before the par call dates the company may redeem at a present-value-based price (make-whole) plus accrued interest; on or after par call dates it may redeem at 100% of principal plus accrued interest.

What happens if there is a change of control?

A change-of-control triggering event requires Fiserv to offer to repurchase the notes at 101% of principal plus accrued and unpaid interest.

Are there events of default associated with the notes?

Yes; the indenture and supplemental indentures contain customary events of default, and the trustee or holders of at least 25% of a series may accelerate payment if an event of default is continuing.