Fiserv (NASDAQ: FI) grants CEO Michael Lyons $30M supplemental equity award

How are the performance share units in Fiserv’s CEO award structured?

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Filing Exhibits & Attachments

8-K Event Classification

What supplemental equity award did Fiserv (FI) grant to its CEO?

When do the restricted stock units in Fiserv’s CEO award vest?

Is Fiserv’s supplemental CEO equity award in addition to his regular grant?

What is the purpose of the One Fiserv action plan mentioned in the CEO award?

Where can investors find the full terms of Fiserv’s CEO equity award?

The performance share units for Fiserv’s CEO have a grant-date value of about $18 million and will cliff vest after three years. Vesting depends on performance goals tied to relative total shareholder return and the One Fiserv action plan, with specific metrics set around the 2026 investor day.

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(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Fiserv, Inc. disclosed that its independent directors granted Chief Executive Officer Michael P. Lyons a supplemental long-term equity award on February 18, 2026. The package is designed to support retention and link his pay to the company’s strategic transformation and shareholder value creation.

The award totals about $30 million, split between $18 million of performance share units (PSUs) and $12 million of time-vesting restricted stock units (RSUs). The PSUs cliff vest after three years based on relative total shareholder return and goals tied to the One Fiserv action plan, with detailed metrics to be finalized around the 2026 investor day. The RSUs vest in three equal annual installments on the first three anniversaries of the grant date. This grant is in addition to Mr. Lyons’s regular annual equity incentive award of approximately $18.7 million granted the same day.

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

02/20/2026 - 07:30 AM

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.

Source: View Original Filing on SEC EDGAR

Fiserv granted CEO Michael P. Lyons a supplemental equity award valued at about $30 million. It includes $18 million in performance share units and $12 million in restricted stock units to support retention and tie compensation to long-term shareholder value.

The restricted stock units in Fiserv’s supplemental CEO award, valued at about $12 million, vest in three equal annual installments. They vest pro-rata on the first, second, and third anniversaries of the grant date, reinforcing multi-year retention of Chief Executive Officer Michael P. Lyons.

Yes. The supplemental award is separate from Michael P. Lyons’s regular annual equity incentive grant of about $18.7 million. That regular grant is 60% PSUs and 40% RSUs, with PSUs tied to metrics including relative total shareholder return, adjusted revenue growth, adjusted EPS, and free cash flow conversion.

The One Fiserv action plan is described as a key strategic effort to transform Fiserv and drive long-term growth. Part of the CEO’s supplemental performance share units will vest based on performance goals linked to this plan, aligning leadership incentives with its successful execution and shareholder value creation.

The full terms are set out in award agreement forms filed as Exhibits 10.4 and 10.18 to Fiserv’s Form 10-K. That annual report was filed on February 19, 2026, and the agreements are incorporated by reference, providing detailed legal and performance conditions for the CEO’s supplemental equity grant.

FISERV, INC.

Date: February 20, 2026

/s/ Paul M. Todd

Paul M. Todd

Chief Financial Officer

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