Unisys updates bylaws, removes officer age-65 retirement rule

Unisys Corporation reports governance changes approved by its Board of Directors effective November 25, 2025.

Accepted by SEC EDGAR 11/28/2025 - 04:20 PM EST

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Form Type

8-K

Rhea-AI Filing Summary

Unisys Corporation reports governance changes approved by its Board of Directors effective November 25, 2025. The company amended and restated its bylaws to remove the provision that automatically ended an officer’s term when the officer reached age 65, giving the Board more flexibility in determining officer tenure. The bylaws were also updated to align with the company’s Amended & Restated Certificate of Incorporation.

On the same date, Unisys filed a Certificate of Correction with the Delaware Secretary of State to correct its Amended & Restated Certificate of Incorporation, after determining that an incorrect version had been filed on May 9, 2025 due to an administrative error. The corrected charter language and updated bylaws are provided in the referenced exhibits.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate change did Unisys (UIS) announce regarding officer retirement?

Unisys removed the bylaw provision that automatically ended an officer’s term of office upon the officer reaching age 65, allowing continued service beyond that age if the Board chooses.

When did the updated Unisys bylaws and charter correction become effective?

Both the Amended & Restated Bylaws and the Certificate of Correction to the Amended & Restated Certificate of Incorporation became effective on November 25, 2025.

Why did Unisys (UIS) file a Certificate of Correction in Delaware?

Unisys filed a Certificate of Correction after determining that an incorrect version of its Amended & Restated Certificate of Incorporation had been filed on May 9, 2025 due to an administrative error.

How did Unisys align its bylaws with its charter?

The Board approved Amended & Restated Bylaws that conform their provisions to the terms of the company’s Amended & Restated Certificate of Incorporation, as corrected by the Certificate of Correction.

Where can investors find the updated Unisys charter correction and bylaws?

The Certificate of Correction is filed as Exhibit 3.1 and the Amended & Restated Bylaws as Exhibit 3.2, and both are incorporated by reference in the report.

Does the Unisys (UIS) update involve any change in fiscal year or financial results?

The disclosure focuses on amendments to bylaws and a correction to the certificate of incorporation; it does not describe any change in fiscal year or financial results.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): November 25, 2025

UNISYS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-8729	38-0387840
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania 19422

(Address of principal executive offices) (Zip Code)

(215) 986-4011

(Registrant’s telephone number, including area code)

N/A

(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 $.01		UIS		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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective November 25, 2025, the Board of Directors of Unisys Corporation (the “Company”) approved an amendment and restatement of the Company’s bylaws (the “Amended & Restated Bylaws”) to remove the provision specifying that an officer’s term of office shall terminate following the attainment of the age of 65 and to conform the Amended & Restated Bylaws to the terms of the Charter (as defined below).

On November 25, 2025, the Company filed with the Delaware Secretary of State a Certificate of Correction (“Certificate of Correction”) to correct its Amended & Restated Certificate of Incorporation (the “Charter”) after determining an incorrect version of the Charter was previously filed on May 9, 2025 due to an administrative error.

A marked copy of the Certificate of Correction and a copy of the Amended & Restated Bylaws are included as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated by reference herein. The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Exhibits.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit No.		Description
3.1		Certificate of Correction of the Amended & Restated Certificate of Incorporation of Unisys Corporation, effective as of November 25, 2025 (marked to show changes)
3.2		Amended & Restated Bylaws of Unisys Corporation, effective as of November 25, 2025
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.

	Unisys Corporation

Date: November 28, 2025	By:	/s/ Debra McCann
		Debra McCann
		Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR