AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 5/6 · 18/10/2026
Moat63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 3/4 · Multi-year processing commitments, minimum fees, implementation activity and continued processing after alliance non-renewal support a current switching-cost advantage in important workflows. Comparative migration costs are not quantified.
durability · 2/4 · Multi-year contracts and recurring renewal descriptions support persistence, but renewal economics are unquantified, some software is portable, and competition is intensifying. Exceptional long-term durability is not demonstrated.
customer dependency · 3/4 · Account and payment processing supports important customer operations. Implementation activity and continued processing following WFMS non-renewal demonstrate relationship persistence; dependency is partly inferred from workflow function rather than measured migration disruption.
erosion resilience · 2/4 · First-half processing revenue remained approximately flat and a processing relationship survived alliance non-renewal. However, segment revenue and profitability deteriorated materially amid intensifying competition. This is mixed resilience, without proof that customer departures caused the decline.
Pricing power—
Insufficient evidence for every rubric criterion; no category score is inferred.
realized pricing · — · Management describes value-based pricing, but passages do not disclose realized price changes or separate prices from volume and mix. Reported fee complaints do not establish actual pricing outcomes.
retention · 2/4 · Multi-year contracts, stated high renewals and continued processing after alliance non-renewal support repeat demand. Approximately flat processing revenue supplies indirect operating support, but does not isolate retained customers, acquisitions, prices or transaction volumes.
margin resilience · 1/4 · Both operating segments experienced substantial margin compression, and processing costs increased despite approximately flat processing revenue. License and analytics mix, personnel costs and transformation spending explain part of the pressure; this demonstrates weak recent resilience without proving price reductions.
contractual freedom · 2/4 · Contractual pricing and fixed or minimum fees protect agreed revenue terms over multiple years. They do not demonstrate unilateral repricing rights, and the issuer identifies potential limits on cost pass-through. Contractual protection is established; broad pricing discretion is not.
Predictability100
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 2.08
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 2.58
Financial strength17
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 17.93
- netDebtEbitGrade
- 3.06
- interestCoverageGrade
- 25.46
- currentRatioGrade
- 22.56
- Debt / FCF (x)
- 6.75
- Net debt / operating income (x)
- 4.85
- Interest coverage (x)
- 3.80
- Current ratio (x)
- 1.03
Capital allocation86
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 10.66
- 3-year average dilution (%)
- -5.21
- 3-year average SBC / revenue (%)
- 1.76
- cashConversionGrade
- 100.00
Management44
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · First-half 2026 operating cash flow of $2.082 billion exceeded $956 million of capital expenditures, while second-quarter repurchases declined sharply from 2025. Against this, financing proceeds previously supported repurchases, cash generation fell and transformation expenses rose. Actual allocation is mixed; investment returns and acquisition outcomes are insufficiently disclosed.
incentive alignment · 2/4 · No 2025 cash incentive-plan payouts and 63.4% vesting for completed 2023 PSUs demonstrate performance sensitivity. Realized transition compensation and CEO change-of-control provisions weaken alignment. Ownership values are missing, and future award outcomes are not assumed.
execution · 1/4 · 2025 performance missed both cash incentive thresholds, followed by substantial first-half 2026 revenue and operating-income deterioration and significant transformation costs. Persistent processing activity provides a partial offset. This assesses realized operating outcomes, not individual executive causation; expected transformation benefits remain unproven.
governance · 2/4 · An existing independent chair and specified board and risk-committee oversight support substantive governance arrangements. A disclosed financial-statement correction and operating setbacks temper confidence in effectiveness. Litigation allegations are not treated as established misconduct, and the correction's severity cannot be determined.
Evidence
Processing and services revenue, which in 2025 represented 80% of our total revenue, is primarily generated from account- and transaction-based fees under multi-year contracts that generally have high renewal rates.
Business: processing revenue, multi-year contracts and stated renewal experience · Filed 19/02/2026
The amounts disclosed above as remaining performance obligations consist primarily of fixed or monthly minimum processing fees and maintenance fees under contracts with an original expected duration of greater than one year.
Revenue recognition: fixed and monthly minimum contractual fees · Filed 07/08/2026
These costs consist of sales commissions incurred only if a contract is obtained, and customer conversion or implementation related costs.
Contract costs: conversion and implementation activities · Filed 19/02/2026
Capitalized sales commissions and conversion or implementation costs were as follows: December 31, (In millions) 2025 2024 Capitalized sales commissions $ 481 $ 483 Capitalized conversion or implementation costs 558 513 64 Table of Contents Capitalized contract costs are amortized based on the transfer of goods or services to which the asset relates.
Contract costs: capitalized conversion and implementation balances · Filed 19/02/2026
In connection with the non-renewal of WFMS, we entered into a multi-year agreement with Wells Fargo to provide processing for current and future merchant clients as well as other services to Wells Fargo’s merchant business.
Transactions: processing agreement following WFMS non-renewal · Filed 07/08/2026
The businesses in our Financial segment provide products and services to financial institution, corporate and public sector clients across the world, enabling the processing of customer loan and deposit accounts, digital payments and card transactions.
Business: loan, deposit account and payment processing functions · Filed 07/08/2026
Processing and services revenue, which in 2023 represented 82% of our total revenue, is primarily generated from account- and transaction-based fees under multi-year contracts that generally have high renewal rates.
Business: 2023 processing contracts and stated renewal experience · Filed 22/02/2024
For arrangements involving hosted licensed software for the customer, a software element is considered present to the extent the customer has the contractual right to take possession of the software at any time during the hosting period without significant penalty and it is feasible for the customer to either operate the software on their own hardware or contract with another vendor to host the software.
Revenue recognition: contractual portability of certain hosted software · Filed 19/02/2026
Because of this growth, competition also continues to intensify.
Industry trends: intensifying competition · Filed 07/08/2026
Consolidated Statements of Income (In millions, except per share data) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue: Processing and services (1) $ 4,292 $ 4,304 $ 8,362 $ 8,349 Product 1,000 1,212 1,957 2,297 Total revenue 5,292 5,516 10,319 10,646 Expenses: Cost of processing and services 1,706 1,412 3,316 2,801 Cost of product 689 694 1,386 1,378 Selling, general and administrative 1,888 1,711 3,773 3,393 Net (gain) loss on sale of assets (6) 3 (89) (17) Total expenses 4,277 3,820 8,386 7,555 Operating income 1,015 1,696 1,933 3,091 Interest expense, net (370) (365) (717) (696) Gain on early debt extinguishment 154 — 154 — Other expense, net (24) (39) (2) (57) Income before income taxes and income (loss) from investments in unconsolidated affiliates 775 1,292 1,368 2,338 Income tax provision (156) (246) (180) (436) Income (loss) from investments in unconsolidated affiliates 11 (16) 15 (24) Net income 630 1,030 1,203 1,878 Less: net income attributable to noncontrolling interests 3 4 5 1 Net income attributable to Fiserv, Inc.
Unaudited income statements: processing revenue, product revenue and costs · Filed 07/08/2026
(2)n/m - Not meaningful 40 Table of Contents Three Months Ended June 30, (In millions) Merchant Financial Corporate and Other Total Total revenue: 2026 $ 2,608 $ 2,355 $ 329 $ 5,292 2025 2,644 2,552 320 5,516 Revenue change $ (36) $ (197) $ 9 $ (224) Revenue change percentage (1) % (8) % (4) % Operating income (loss): 2026 $ 781 $ 912 $ (678) $ 1,015 2025 914 1,244 (462) 1,696 Operating income (loss) change $ (133) $ (332) $ (216) $ (681) Operating income (loss) change percentage (14) % (27) % (40) % Operating margin: 2026 30.0 % 38.7 % 19.2 % 2025 34.6 % 48.7 % 30.7 % Operating margin change (1) (460) bps (1,000) bps (1,150) bps Six Months Ended June 30, (In millions) Merchant Financial Corporate and Other Total Total revenue: 2026 $ 4,981 $ 4,657 $ 681 $ 10,319 2025 5,016 4,969 661 10,646 Revenue change $ (35) $ (312) $ 20 $ (327) Revenue change percentage (1) % (6) % (3) % Operating income (loss): 2026 $ 1,407 $ 1,789 $ (1,263) $ 1,933 2025 1,724 2,392 (1,025) 3,091 Operating income (loss) change $ (317) $ (603) $ (238) $ (1,158) Operating income (loss) change percentage (18) % (25) % (37) % Operating margin: 2026 28.3 % 38.4 % 18.7 % 2025 34.4 % 48.1 % 29.0 % Operating margin change (1) (610) bps (970) bps (1,030) bps (1)Represents the basis point change in operating margin.
Segment results: revenue and operating margin deterioration · Filed 07/08/2026
Furthermore, we believe that our strength in distribution, our progress growing software and services, and our value-based pricing as we continue to invest in our operating systems, gives us a solid foundation for growth.
Industry trends: management's value-based pricing claim · Filed 07/08/2026
The Company provides processing and other services to the alliance and charges fees to the alliance based on contractual pricing.
Merchant alliances: fees governed by contractual pricing · Filed 19/02/2026
It is possible that competitive and other pressures will result in us absorbing a portion of such increases in the future, or not being able to increase our own fees, which would increase our operating costs, reduce our profit margin, limit our growth, and adversely affect our business, results of operations and financial condition.
Risk factors: possible inability to pass through cost increases · Filed 19/02/2026
The decrease in operating income and operating margin in our Financial segment in the second quarter and first six months of 2026 was primarily due to a decrease in high margin license revenue and data and analytics sales and higher personnel costs.
Financial segment results: license and analytics mix and personnel costs · Filed 07/08/2026
The operating loss in the second quarter and first six months of 2026 included costs associated with our strategic One Fiserv transformation program of $187 million and $329 million, respectively.
Corporate results: realized transformation expenses · Filed 07/08/2026
Consolidated Statements of Cash Flows (In millions) (Unaudited) Six Months Ended June 30, 2026 2025 Cash flows from operating activities: Net income $ 1,203 $ 1,878 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and other amortization 1,050 897 Amortization of acquisition-related intangible assets 626 673 Amortization of financing costs and debt discounts 25 22 Share-based compensation 235 215 Deferred income taxes (170) (215) Net gain on sale of assets (89) (17) Net gain on early debt extinguishment (130) — (Income) loss from investments in unconsolidated affiliates (15) 24 Originations of merchant cash advances, held for sale (37) — Proceeds from repayments and sales of merchant cash advances, originally classified as held for sale 37 — Distributions from unconsolidated affiliates 19 22 Non-cash foreign currency exchange losses 9 65 Other operating activities 4 (6) Changes in assets and liabilities, net of effects from acquisitions: Trade accounts receivable 97 (280) Prepaid expenses and other assets (156) (612) Contract costs (129) (121) Accounts payable and other liabilities (466) (272) Contract liabilities (31) 40 Net cash provided by operating activities 2,082 2,313 Cash flows from investing activities: Capital expenditures, including capitalized software and other intangibles (956) (814) Proceeds from sale of assets 187 — Merchant cash advances, including Clover Capital program (566) — Repayments and sales of merchant cash advances, including Clover Capital program 678 — Settlement anticipation cash advances, net 188 (539) Payments for acquisition of businesses, net of cash acquired — (337) Distributions from unconsolidated affiliates 8 13 Purchases of investments (16) (41) Proceeds from sale of investments 15 474 Other investing activities 3 (19) Net cash used in investing activities (459) (1,263) 4 Table of Contents Fiserv, Inc.
Unaudited cash flow statements: operating cash generation and capital expenditures · Filed 07/08/2026
The Company used the net proceeds from this senior notes offering for general corporate purposes, including the repayment of a portion of the Company’s commercial paper notes and for share repurchases.
Debt financing: proceeds used partly for share repurchases · Filed 07/08/2026
Shareholders’ Equity Three Months Ended June 30, 2025 Number of Shares Amount (In millions) Common Shares Treasury Shares Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Treasury Stock Total Equity Noncontrolling Interests Balance at March 31, 2025 784 228 $ 8 $ 22,821 $ (1,187) $ 24,426 $ (20,184) $ 637 $ 26,521 Net income 1,026 4 1,030 Other comprehensive income (1) 286 76 362 Share-based compensation 91 91 Shares issued under stock plans — (62) 32 (30) Purchases of treasury stock 12 (2,196) (2,196) Acquisition of noncontrolling interest of consolidated subsidiary (1) 154 (169) (15) Balance at June 30, 2025 784 240 $ 8 $ 23,004 $ (901) $ 25,452 $ (22,348) $ 548 $ 25,763 (1)The Company acquired the remaining 19% ownership interest in ICICI Merchant Services Private Limited, an India-based merchant acceptance business, during the three months ended June 30, 2025.
Shareholders' equity: second-quarter 2025 treasury stock purchases · Filed 07/08/2026
Shareholders’ Equity Three Months Ended June 30, 2026 Number of Shares Amount (In millions) Common Shares Treasury Shares Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Treasury Stock Noncontrolling Interests Total Equity Balance at March 31, 2026 784 251 $ 8 $ 23,211 $ (1,035) $ 27,626 $ (23,609) $ 20 $ 26,221 Net income 627 3 630 Other comprehensive income (loss) 52 (1) 51 Share-based compensation 117 117 Shares issued under stock plans — (21) 29 8 Purchases of treasury stock 2 (101) (101) Balance at June 30, 2026 784 253 $ 8 $ 23,307 $ (983) $ 28,253 $ (23,681) $ 22 $ 26,926 23 Table of Contents Fiserv, Inc.
Shareholders' equity: second-quarter 2026 repurchases and stock compensation · Filed 07/08/2026
2026 Proxy Statement TABLE OF CONTENTS Our Executive Pay Compensation Discussion and Analysis The performance objectives, weighting, and threshold, target, maximum and actual amounts for our eligible named executive officers for 2025 were as follows: Performance Objective (in millions) and Weighting Threshold Target Maximum Actual Adjusted Revenue for Incentive Compensation (50%) $20,500 $20,950 $21,500 or more $19,599 Adjusted Operating Income (50%) $8,290 $8,540 $8,790 or more $7,398 The threshold, target and maximum potential payouts for each of our eligible named executive officers were set by the talent and compensation committee based on the short-term incentive compensation available to individuals holding similar positions at our peer companies, balanced against the committee’s view that total compensation should weigh more heavily in favor of long-term versus short-term incentive compensation, and are shown in the table below titled “Grants of Plan-Based Awards in 2025.”
Executive compensation: 2025 actual performance below incentive thresholds · Filed 02/04/2026
Because our results for adjusted revenue and adjusted operating income for 2025 were below threshold, our named executive officers did not receive any payouts under the cash incentive plan.
Executive compensation: no payouts under the 2025 cash incentive plan · Filed 02/04/2026
Performance Goals for 2024 In 2024, the talent and compensation committee established the achievement levels as follows: 2024 PSUs Organic Revenue Growth (40% Weighting) Adjusted Earnings Per Share (20% Weighting) Performance Multiplier Threshold 13% $8.30 50% Target 16% $8.63 100% Maximum 19% $9.00 200% Performance Goals for 2025 In 2025, the talent and compensation committee established the achievement levels as follows: 2024 / 2025 PSUs Organic Revenue Growth (40% Weighting) Adjusted Earnings Per Share (20% Weighting) Performance Multiplier Threshold 8% $9.90 50% Target 11% $10.25 100% Maximum 14% $10.60 200% 2023 Performance Share Units The performance share units granted in 2023, with a three-year performance period ended on December 31, 2025, vested at 63.4% of the target award level based on average organic revenue growth of 103% of target (40% weighting), average adjusted earnings per share growth of 110% of target (20% weighting), in each case, over the three-year period ended December 31, 2025, as well as our total shareholder return versus the S&P 500 Index over the three-year period of 0% of target (40% weighting).
Executive compensation: completed 2023 PSU performance period and vesting outcome · Filed 02/04/2026
(5) Represents incremental compensation expense associated with the transition of the company’s Chief Executive Officer (“CEO”), comprised of $40 million of former CEO non-cash share-based compensation and related employer payroll taxes, and a $12 million cash replacement award paid to the company’s new CEO appointed in 2025.
Non-GAAP reconciliation: realized executive transition compensation · Filed 02/04/2026
Lyons is entitled to receive the same benefits described above except the severance multiple in clause (1) above will be 2.99 and all then-outstanding equity awards will become vested in full as of the date of such termination, which, with respect to then-outstanding performance share units, will be at the higher of the target level or actual achievement, treating the date of termination as if it were the end of the applicable performance period.
Executive compensation: CEO change-of-control termination benefits · Filed 02/04/2026
Summary of Key Considerations • Fiserv already has an independent board chair.
Governance: existing independent board chair · Filed 02/04/2026
Board of Directors • Maintains primary oversight of strategic, operational, and financial risks • Receives information regarding our financial performance and condition from our chief executive officer and chief financial officer to understand and address current and emerging risks • Discusses with senior management and other business leaders our business strategy, operations and results, as well as developments in our industry, to enable the board to evaluate competitive and operational risks Risk Committee • Reviews and discusses with management key risks, including cybersecurity, business continuity, resiliency, technology, artificial intelligence, privacy and data management, credit, settlement, liquidity, third-party, regulatory compliance, and market risk, including product, geography and competition risks • Annually reviews, jointly with the audit committee, our ERM program, including the identification of top risks • Regularly reviews and approves a list of top enterprise risks, an enterprise risk appetite statement, and the tolerance levels for board-level risk metrics • Reviews and discusses with management the risk appetite relating to top risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks • Reviews and discusses with management the risk governance structure and the guidelines, policies and processes regarding risk assessment and management • Reviews and discusses with management relevant regulatory exams, findings from such exams, and the status of the remediation of any such findings • Monitors the performance of the risk management function Nominating and Corporate Governance Committee • Working closely with management and the board, oversees management of risks associated with director succession, independence, and conflicts of interest, as well as regulatory risks related to our corporate governance programs and policies • Oversees our corporate social responsibility programs, policies, stakeholder engagement, and reporting, including identifying, evaluating and monitoring related trends, opportunities and risks • Oversees our public policy activities and, at least annually, reviews our political contributions and expenditures and political expenditure policy Fiserv, Inc.
Governance: board and committee risk oversight responsibilities · Filed 02/04/2026
☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Cover page: correction of an error in previously issued financial statements · Filed 19/02/2026
A securities fraud class-action lawsuit alleged that Fiserv made false statements about its Clover platform’s growth.
Shareholder proposal: securities litigation allegation · Filed 02/04/2026
Fiserv is facing margin pressure, a decline in its Financial Solutions segment, and reports of customer complaints about fees related to its Clover point-of-sale platform.
Shareholder proposal: reported Clover fee complaints · Filed 02/04/2026
We believe that economies of scale in developing and maintaining the infrastructure, technology, products, services and networks necessary to be competitive in such a dynamic environment are essential to justify these investments, and we anticipate that demand for products that facilitate customer interaction with financial institutions, including a unified, seamless customer experience across mobile and online channels, will continue to increase, which we expect to create revenue opportunities for us.
Industry trends: management's economies-of-scale thesis · Filed 07/08/2026
We expect these efforts to strengthen efficiency, scalability, and innovation to deliver differentiated value and an exceptional experience for our clients.
Strategy: expected transformation benefits · Filed 07/08/2026
