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FIS (NYSE: FIS) completes multi-tranche USD and Euro senior note offerings

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Fidelity National Information Services, Inc. (FIS) has completed major debt offerings in both U.S. dollars and euros. The company issued $2,000,000,000 of 4.450% Senior Notes due 2028, $2,300,000,000 of 4.550% Senior Notes due 2029, $500,000,000 of Floating Rate Senior Notes due 2029 and $2,000,000,000 of 4.800% Senior Notes due 2031. These USD Notes were sold under an existing shelf registration and related underwriting agreement and are governed by new indentures with Regions Bank and U.S. Bank Trust Company.

FIS also issued €500,000,000 of Floating Rate Senior Notes due 2028 and €500,000,000 of 3.450% Senior Notes due 2030 under the same shelf registration, with U.S. Bank as trustee. Multiple supplemental indentures and legal opinions from Willkie Farr & Gallagher LLP and Troutman Pepper Locke LLP are filed as exhibits, confirming the structure and validity of these note offerings.

Positive

  • None.

Negative

  • None.

Insights

FIS adds sizeable USD and Euro term debt across 2028–2031 maturities.

FIS has locked in long-dated funding through multiple senior note tranches in dollars and euros, with fixed coupons ranging from 3.450% to 4.800% and additional floating-rate notes. This diversifies its funding sources and staggers maturities between 2028 and 2031.

The notes are issued under existing shelf registration and new indentures with Regions Bank and U.S. Bank Trust Company, indicating a standardized, investment‑grade style structure. Legal opinions from two major law firms support enforceability and compliance with U.S. and Georgia law.

For investors assessing leverage and interest expense, the key factors will be how this new debt aligns with upcoming maturities and capital allocation plans, which would typically be detailed in subsequent periodic reports rather than in this transaction-focused disclosure.

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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): March 10, 2026 (March 4, 2026)

 

 

Fidelity National Information Services, Inc.

(Exact name of Registrant as Specified in its Charter)

 

 

1-16427

(Commission

File Number)

 

Georgia   37-1490331

(State or Other Jurisdiction of

Incorporation or Organization)

 

(IRS Employer

Identification Number)

347 Riverside Avenue

Jacksonville, Florida 32202

(Address of Principal Executive Offices; Zip Code)

(904) 438-6000

(Registrant’s Telephone Number, including Area Code)

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

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   FIS   New York Stock Exchange
1.500% Senior Notes due 2027   FIS27   New York Stock Exchange
1.000% Senior Notes due 2028   FIS28   New York Stock Exchange
2.250% Senior Notes due 2029   FIS29A   New York Stock Exchange
2.000% Senior Notes due 2030   FIS30   New York Stock Exchange
3.360% Senior Notes due 2031   FIS31   New York Stock Exchange
2.950% Senior Notes due 2039   FIS39   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 USD Notes Offering

On March 10, 2026, Fidelity National Information Services, Inc. (“FIS”) completed the issuance and sale of its previously announced offering of U.S. dollar-denominated senior notes, consisting of $2,000,000,000 in aggregate principal amount of 4.450% Senior Notes due 2028 (the “2028 Fixed Rate Notes”), $2,300,000,000 in aggregate principal amount of 4.550% Senior Notes due 2029 (the “2029 Fixed Rate Notes”), $500,000,000 in aggregate principal amount of Floating Rate Senior Notes due 2029 (the “2029 Floating Rate Notes”) and $2,000,000,000 in aggregate principal amount of 4.800% Senior Notes due 2031 (the “2031 Fixed Rate Notes” and, collectively with the 2028 Fixed Rate Notes, the 2029 Fixed Rate Notes and the 2029 Floating Rate Notes, the “USD Notes”).

The sale of the USD Notes was made pursuant to the terms of an 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, a copy of which was previously filed as Exhibit 1.1 to FIS’ Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on March 9, 2026.

The USD Notes were issued pursuant to (i) an Indenture, dated as of March 10, 2026 (attached hereto as Exhibit 4.1 and incorporated herein by reference), among FIS, certain other parties thereto and Regions Bank, as trustee (“Regions”), as amended and supplemented by the First Supplemental Indenture thereto with respect to the 2028 Fixed Rate Notes (attached hereto as Exhibit 4.2 and incorporated herein by reference), the Second Supplemental Indenture thereto with respect to the 2029 Fixed Rate Notes (attached hereto as Exhibit 4.3 and incorporated herein by reference) and the Third Supplemental Indenture thereto with respect to the 2029 Floating Rate Notes (attached hereto as Exhibit 4.4 and incorporated herein by reference), in each case dated as of March 10, 2026, between FIS and Regions and (ii) an Indenture (the “U.S. Bank Indenture”), dated as of March 10, 2026 (attached hereto as Exhibit 4.5 and incorporated herein by reference), among FIS, certain other parties thereto and U.S. Bank Trust Company, National Association, as trustee (“U.S. Bank”), as amended and supplemented by the Third Supplemental Indenture thereto with respect to the 2031 Fixed Rate Notes (attached hereto as Exhibit 4.8 and incorporated herein by reference), dated as of March 10, 2026, between FIS and U.S. Bank.

The USD Notes were offered and sold pursuant to the automatically effective Registration Statement on Form S-3 (File No. 333-288198) of FIS filed with 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”), as further 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.

Closing of Euro Notes Offering

Also on March 10, 2026, FIS completed the issuance and sale of its previously announced offering of Euro-denominated senior notes, consisting of €500,000,000 in aggregate principal amount of Floating Rate Senior Notes due 2028 (the “2028 Floating Rate Euro Notes”) and €500,000,000 in aggregate principal amount of 3.450% Senior Notes due 2030 (the “2030 Fixed Rate Euro Notes” and, collectively with the 2028 Floating Rate Euro Notes, the “Euro Notes”).

The sale of the Euro Notes was made pursuant to the terms of an Underwriting Agreement, dated March 5, 2026, by and among FIS and the several underwriters named therein, a copy of which was previously filed as Exhibit 1.2 to FIS’ Current Report on Form 8-K filed with the Commission on March 9, 2026.

The Euro Notes were issued pursuant to the U.S. Bank Indenture, as amended and supplemented by the First Supplemental Indenture thereto with respect to the 2028 Floating Rate Euro Notes (attached hereto as Exhibit 4.6 and incorporated herein by reference) and the Second Supplemental Indenture thereto with respect to the 2030 Fixed Rate Euro Notes (attached hereto as Exhibit 4.7 and incorporated herein by reference), in each case dated as of March 10, 2026, between FIS and U.S. Bank.

 

 

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The Euro Notes were offered and sold pursuant to the S-3, as further 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.

 

Item 8.01.

Other Events.

Opinion Letters

Copies of the opinion letters of Willkie Farr & Gallagher LLP relating to the validity of the USD Notes and the Euro Notes are filed as Exhibits 5.1 and 5.2 hereto, respectively, and copies of the opinion letters of Troutman Pepper Locke LLP concerning legal matters related to Georgia law in respect of the USD Notes and the Euro Notes are filed as Exhibits 5.3 and 5.4 hereto, respectively.

 

Item 9.01.

Financial Statements and Exhibits.

 

Exhibit

No.

  

Description

 4.1

   Indenture, dated March 10, 2026, by and among FIS, certain other parties thereto and Regions Bank, as trustee.

 4.2

   First Supplemental Indenture, dated March 10, 2026, between FIS and Regions Bank, as trustee.

 4.3

   Second Supplemental Indenture, dated March 10, 2026, between FIS and Regions Bank, as trustee.

 4.4

   Third Supplemental Indenture, dated March 10, 2026, between FIS and Regions Bank, as trustee.

 4.5

   Indenture, dated March 10, 2026, by and among FIS, certain other parties thereto and U.S. Bank Trust Company, National Association, as trustee.

 4.6

   First Supplemental Indenture, dated March 10, 2026, between FIS and U.S. Bank Trust Company, National Association, as trustee.

 4.7

   Second Supplemental Indenture, dated March 10, 2026, between FIS and U.S. Bank Trust Company, National Association, as trustee.

 4.8

   Third Supplemental Indenture, dated March 10, 2026, between FIS and U.S. Bank Trust Company, National Association, as trustee.

 4.9

   Form of 4.450% Senior Notes due 2028 (included as Exhibit A to Exhibit 4.2 above).

4.10

   Form of 4.550% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.3 above).

4.11

   Form of Floating Rate Senior Notes due 2029 (included as Exhibit A to Exhibit 4.4 above).

4.12

   Form of 4.800% Senior Notes due 2031 (included as Exhibit A to Exhibit 4.8 above).

4.13

   Form of Floating Rate Senior Notes due 2028 (included as Exhibit A to Exhibit 4.6 above).

4.14

   Form of 3.450% Senior Notes due 2030 (included as Exhibit A to Exhibit 4.7 above).

 5.1

   Legal Opinion of Willkie Farr & Gallagher LLP, dated March 10, 2026.

 5.2

   Legal Opinion of Willkie Farr & Gallagher LLP, dated March 10, 2026.

 5.3

   Legal Opinion of Troutman Pepper Locke LLP, dated March 10, 2026.

 5.4

   Legal Opinion of Troutman Pepper Locke LLP, dated March 10, 2026.

23.1

   Consent of Willkie Farr & Gallagher LLP, dated March 10, 2026 (included in Exhibit 5.1 above).

23.2

   Consent of Willkie Farr & Gallagher LLP, dated March 10, 2026 (included in Exhibit 5.2 above).

23.3

   Consent of Troutman Pepper Locke LLP, dated March 10, 2026 (included in Exhibit 5.3 above).

23.4

   Consent of Troutman Pepper Locke LLP, dated March 10, 2026 (included in Exhibit 5.4 above).

104

   Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

 

 

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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.

 

    Fidelity National Information Services, Inc.
Date: March 10, 2026    
    By:  

/s/ Caroline Tsai

    Name:   Caroline Tsai
    Title:   Chief Legal & Corporate Affairs Officer and Corporate Secretary

 

- 4 -

FAQ

What new U.S. dollar senior notes did FIS (FIS) issue?

FIS issued four U.S. dollar senior note tranches: $2,000,000,000 of 4.450% notes due 2028, $2,300,000,000 of 4.550% notes due 2029, $500,000,000 of floating rate notes due 2029, and $2,000,000,000 of 4.800% notes due 2031.

What Euro-denominated notes did FIS (FIS) complete on March 10, 2026?

FIS completed two Euro note tranches: €500,000,000 of Floating Rate Senior Notes due 2028 and €500,000,000 of 3.450% Senior Notes due 2030. Both were issued under the U.S. Bank Indenture with supplemental indentures dated March 10, 2026.

Under what registration statement were FIS’s new notes offered?

The USD and Euro notes were offered and sold under FIS’s automatically effective Registration Statement on Form S-3 (File No. 333-288198), as amended by Post-Effective Amendment No. 1, and further supplemented by preliminary prospectus supplements and related free writing prospectuses.

Which banks act as trustees for FIS’s new senior notes?

Regions Bank acts as trustee for the 2028, 2029 and 2029 floating USD notes under an indenture and related supplemental indentures, while U.S. Bank Trust Company, National Association, acts as trustee for the 2031 USD notes and the 2028 and 2030 Euro notes under the U.S. Bank Indenture.

Which underwriters handled FIS’s USD senior notes offering?

The USD notes were sold under an 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, acting as representatives of the several underwriters named in that agreement.

What legal opinions support the validity of FIS’s new note offerings?

Opinion letters from Willkie Farr & Gallagher LLP, filed as Exhibits 5.1 and 5.2, address the validity of the USD and Euro notes. Troutman Pepper Locke LLP provided Georgia law opinions in Exhibits 5.3 and 5.4, with related consents included in Exhibits 23.1 through 23.4.

Filing Exhibits & Attachments

16 documents
Fidelity Natl Information Svcs

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