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

Rhea-AI Filing Summary

Fiserv, Inc. entered into a new senior unsecured multicurrency revolving Credit Agreement on August 12, 2025 that replaces its prior facility and increases committed capacity to $8.0 billion with a maturity date of August 12, 2030. The facility supports borrowings in U.S. dollars and certain foreign currencies, had $0 drawn at signing, and allows borrowing, repayment and re-borrowing until maturity. Voluntary prepayments and commitment reductions are generally permitted without fee.

The agreement sets variable interest rates tied to currency-specific reference rates (including Term SOFR for U.S. dollars) or a base rate plus a margin that varies with the company’s long-term debt rating, and requires payment of a facility fee and letters-of-credit fees based on commitments and ratings. A key covenant limits consolidated indebtedness to no more than 3.75x consolidated EBITDA at each fiscal quarter end. The Credit Agreement contains customary events of default, automatic acceleration on bankruptcy and other usual protections; the full agreement is filed as Exhibit 4.1.

Positive

• Increased committed capacity to $8.0 billion, up from the prior $6.0 billion facility
• Maturity extended to August 12, 2030, lengthening the company’s funding runway relative to the prior 2027 maturity
• $0 drawn at signing, indicating immediate full availability of the revolver for liquidity needs
• Multicurrency and revolver features allow borrow, repay and re-borrow flexibility across currencies
• Voluntary prepayments permitted without fee, providing optionality to manage debt cost and balances

Negative

• Leverage covenant capped at 3.75x consolidated EBITDA, which could constrain leverage strategy and require active monitoring
• Interest margins and facility fees are rating-sensitive, so borrowing costs may rise if the company’s long-term debt rating declines
• Customary acceleration and automatic termination on bankruptcy create standard downside triggers that lenders can enforce
• Some lenders have multiple relationships (acted as underwriters or customers), which may present related-party interaction considerations

Insights

Corporate Treasurer / Debt Capital Markets Specialist

TL;DR: Facility increases committed liquidity to $8.0B and pushes maturity to 2030, strengthening near-term funding flexibility.

The move from a $6.0 billion facility maturing in 2027 to an $8.0 billion revolver maturing in 2030 materially extends tenor and expands capacity, providing additional liquidity headroom. The multicurrency feature and the ability to borrow, repay and re-borrow offer operational flexibility for working capital and cross-border needs. Pricing tied to Term SOFR or base rate plus a rating-sensitive margin and ongoing facility fees mean borrowing costs will reflect credit rating movements; this aligns lender pricing with issuer credit profile. The 3.75x consolidated indebtedness covenant is a measurable constraint on leverage that management must monitor each quarter. Overall, an affirmative liquidity and maturity outcome with standard lender protections.

Credit Risk Analyst / Corporate Finance Expert

TL;DR: Covenant level and rating-linked pricing keep incentives aligned but could tighten if leverage or ratings deteriorate.

The covenant limiting consolidated indebtedness to 3.75x EBITDA is a clear, quantitative leverage ceiling that investors and creditors can track; breaching it would risk acceleration under customary default provisions. Rating-sensitive margins and facility fees introduce refinancing and cost risk if the company’s long-term debt rating weakens. The automatic termination and acceleration provisions on insolvency are standard but important for counterparty risk assessment. Disclosure that some lenders also served as underwriters or customers is notable for relationship breadth but typical for large syndicated facilities. Filing of the full Credit Agreement (Exhibit 4.1) allows detailed review of covenants and exceptions.

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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):

August 12, 2025

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, 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.

On August 12, 2025, Fiserv, Inc. (the “Company”) entered into a new Credit Agreement (the “Credit Agreement”) among the Company, Fiserv Funding Unlimited Company, a private unlimited company with share capital incorporated under the laws of Ireland that is a wholly owned subsidiary of the Company (“Fiserv Funding,” and together with the Company, the “Borrowers”), each of the other subsidiary borrowers party thereto from time to time, the financial institutions party thereto from time to time and JPMorgan Chase Bank, N.A. as administrative agent (in such capacity, the “Administrative Agent”). The Credit Agreement will replace the Prior Credit Agreement (as defined in Item 1.02 below) and provides for a senior unsecured multicurrency revolving credit facility that matures on August 12, 2030. The initial maximum aggregate principal amount of availability under the revolving credit facility is $8.0 billion, of which $0 was drawn as of August 12, 2025. Drawings under the Credit Agreement are available in U.S. dollars, euro, pounds sterling and certain other currencies to the extent agreed by the Administrative Agent and the lenders.

The Borrowers may borrow, repay and re-borrow amounts under the Credit Agreement from time to time until the maturity of the revolving credit facility. Voluntary prepayments and commitment reductions under the Credit Agreement are permitted at any time generally without fee. Borrowings under the Credit Agreement bear interest at variable rates that are based on currency-specific reference rates, including, in the case of U.S. dollar borrowings, Term SOFR or the base rate, plus, in each case, a specified margin based upon the Company’s long-term debt rating in effect from time to time. The Credit Agreement also requires the Company to pay a facility fee based on the aggregate commitments in effect under the Credit Agreement from time to time, whether used or unused, and fees based on the amount available to be drawn under letters of credit issued under the Credit Agreement from time to time, in each case in amounts that fluctuate based upon the Company’s long-term debt rating in effect from time to time.

The Credit Agreement contains various restrictions and covenants that require the Company to, among other things, limit its consolidated indebtedness as of the end of each fiscal quarter to no more than 3.75 times the Company’s consolidated “EBITDA” (as defined in the Credit Agreement), which comprises the Company’s net income before interest, taxes, depreciation, amortization, non-cash charges and expenses and certain other adjustments, during the period of four fiscal quarters then ended, subject to certain exceptions.

The Credit Agreement also contains customary events of default. If an event of default under the Credit Agreement occurs and is continuing, then the Administrative Agent may terminate the lenders’ commitments and declare any outstanding obligations under the Credit Agreement to be immediately due and payable. In addition, if any of the Borrowers or any of the Company’s material subsidiaries becomes the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then the lenders’ commitments will automatically terminate and any outstanding obligations under the Credit Agreement will automatically become immediately due and payable.

The Administrative Agent and certain of the financial institutions acting as lenders under the Credit Agreement also acted in such capacities under the Prior Credit Agreement and have also acted as underwriters on certain of the Borrowers’ securities offerings. Some of such financial institutions are also customers of the Company or its affiliates.

The foregoing description of the Credit Agreement is summary in nature and is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed hereto as Exhibit 4.1 and incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

On August 12, 2025, concurrently with the Borrowers’ entry into the Credit Agreement described in Item 1.01 hereof, the Company voluntarily terminated its existing Credit Agreement dated June 16, 2022 (as amended through such date, the “Prior Credit Agreement”), among the Company, the financial institutions party thereto from time to time and JPMorgan Chase, Bank, N.A., as administrative agent. The Prior Credit Agreement provided for a multicurrency revolving credit facility in an aggregate principal amount of up to $6.0 billion, of which $0 was drawn as of August 12, 2025, and would have matured on June 16, 2027. The Prior Credit Agreement contained covenants substantially similar to those contained in the Credit Agreement. The information provided in Item 1.01 of

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this Current Report on Form 8-K regarding the roles of the Administrative Agent and the financial institutions acting as lenders under the Credit Agreement is hereby incorporated by reference into this Item 1.02.

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 hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits. The following exhibit is being filed herewith:

EXHIBIT INDEX

Exhibit Number		Description
4.1		Credit Agreement, dated as of August 12, 2025, among Fiserv, Inc., Fiserv Funding Unlimited Company, the other subsidiary borrowers party thereto from time to time, the financial institutions party thereto from time to time and JPMorgan Chase Bank, N.A. as Administrative Agent.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: August 12, 2025				By:		/s/ Robert W. Hau
						Robert W. Hau
						Chief Financial Officer

FAQ

What did Fiserv (FI) announce in this 8-K?

Fiserv announced a new senior unsecured multicurrency revolving Credit Agreement providing $8.0 billion of committed capacity that replaces its prior $6.0 billion facility.

When does the new Fiserv (FI) revolving credit facility mature?

The new facility matures on August 12, 2030.

How much was drawn under the new Fiserv (FI) credit facility at signing?

Total borrowings were $0 as of the signing date, so the full capacity was available.

What are the key financial covenants in Fiserv's (FI) new Credit Agreement?

The agreement limits consolidated indebtedness to no more than 3.75x consolidated EBITDA at the end of each fiscal quarter.

How is interest determined under Fiserv's (FI) Credit Agreement?

Borrowings bear variable rates based on currency-specific reference rates (including Term SOFR for U.S. dollars) or a base rate plus a margin that varies with the company’s long-term debt rating.