FISERV INC 8-K

What Happened

• On February 18, 2026, Fiserv Inc.’s independent directors approved a supplemental equity award for CEO Michael P. Lyons. The Award includes performance share units (PSUs) with a grant‑date value of about $18 million and time‑vesting restricted stock units (RSUs) with a grant‑date value of about $12 million. The PSUs cliff‑vest after three years subject to performance goals tied to relative total shareholder return (TSR) and the company’s One Fiserv action plan; specific One Fiserv metrics will be set in connection with Fiserv’s 2026 investor day. The RSUs vest pro‑rata on the first three anniversaries of the grant.
• This supplemental Award is in addition to an approximately $18.7 million annual equity incentive award granted to Mr. Lyons the same date (60% PSUs that cliff‑vest after three years tied to relative TSR, adjusted revenue growth, adjusted EPS, and free cash flow conversion; 40% RSUs that vest pro‑rata over three years). Award agreement forms are filed as exhibits to Fiserv’s Feb. 19, 2026 Form 10‑K and are incorporated by reference.

Key Details

• Date: Award approved by independent board members on Feb. 18, 2026 (8‑K filed Feb. 20, 2026).
• Supplemental Award composition: ~ $18M PSUs (3‑year cliff, TSR + One Fiserv performance) and ~ $12M RSUs (vest pro‑rata over 3 years).
• Annual award (separate): ~ $18.7M (60% PSUs, 40% RSUs) with multi‑metric performance vesting for PSUs.
• One Fiserv action plan metrics to be specified at Fiserv’s 2026 investor day.

Why It Matters

• For investors, the grant signals the board’s commitment to retaining CEO Michael Lyons and tying a significant portion of his pay to long‑term company and relative shareholder performance.
• The award increases long‑term incentive alignment: PSUs link pay to TSR and strategic milestones, while RSUs provide multi‑year retention.
• Monitor Fiserv’s 2026 investor day for the specific One Fiserv performance metrics and watch future filings for details on potential share‑based compensation expense and any dilution from these grants.