Item 8.01. Other Events.
Underwriting Agreement Relating to USD Senior Notes
On March 4, 2026, Fidelity National Information Services, Inc. (“FIS”) entered into an Underwriting Agreement (the “USD Underwriting Agreement”) with Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein, providing for the issuance and sale of $2,000,000,000 in aggregate principal amount of 4.450% Senior Notes due 2028, $2,300,000,000 in aggregate principal amount of 4.550% Senior Notes due 2029, $500,000,000 in aggregate principal amount of Floating Rate Senior Notes due 2029 and $2,000,000,000 in aggregate principal amount of 4.800% Senior Notes due 2031 (collectively, the “USD Notes”). The USD Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The USD Underwriting Agreement is filed with reference to and hereby is incorporated by reference into the automatically effective Registration Statement on Form S-3 (File No. 333-288198) of FIS filed with the Securities and Exchange Commission (the “Commission”) on June 20, 2025, as amended by the automatically effective Post-Effective Amendment No. 1 filed with the Commission on February 26, 2026 (as so amended, the “S-3”). The USD Notes are being offered and sold pursuant to the S-3, as supplemented by a preliminary prospectus supplement dated February 26, 2026 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933 (the “Securities Act”) on February 26, 2026, a free writing prospectus dated March 4, 2026 filed with the Commission pursuant to Rule 433 under the Securities Act on March 4, 2026, and a final prospectus supplement dated March 4, 2026 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act on March 5, 2026. The closing of the USD Notes offering is expected to occur on March 10, 2026, subject to the satisfaction of customary closing conditions.
Underwriting Agreement Relating to Euro Senior Notes
On March 5, 2026, FIS entered into an Underwriting Agreement (the “Euro Underwriting Agreement”) with the several underwriters named therein, providing for the issuance and sale of €500,000,000 in aggregate principal amount of Floating Rate Senior Notes due 2028 and €500,000,000 in aggregate principal amount of 3.450% Senior Notes due 2030 (collectively, the “Euro Notes”). The Euro Underwriting Agreement is filed as Exhibit 1.2 to this Current Report on Form 8-K and is incorporated herein by reference. The Euro Underwriting Agreement is filed with reference to and hereby is incorporated by reference into the S-3. The Euro Notes are being offered and sold pursuant to the S-3, as supplemented by a preliminary prospectus supplement dated February 26, 2026 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act on February 26, 2026, a free writing prospectus dated March 5, 2026 filed with the Commission pursuant to Rule 433 under the Securities Act on March 5, 2026, and a final prospectus supplement dated March 5, 2026 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act on March 6, 2026. The closing of the Euro Notes offering is expected to occur on March 10, 2026, subject to the satisfaction of customary closing conditions.
Item 9.01. Financial Statements and Exhibits.
|
|
|
Exhibit No. |
|
Description |
|
|
| 1.1 |
|
Underwriting Agreement, dated March 4, 2026, by and among FIS and Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein. |
|
|
| 1.2 |
|
Underwriting Agreement, dated March 5, 2026, by and among FIS and the several underwriters named therein. |
|
|
| 104 |
|
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
- 2 -