UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement
On April 29, 2025, Fiserv, Inc. (the “Company”) and its indirect, wholly owned subsidiary, Fiserv Funding Unlimited Company (the “Fiserv Funding”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with the several underwriters listed therein (the “Underwriters”), pursuant to which Fiserv Funding agreed to sell, and the Underwriters agreed to purchase, subject to the terms and conditions set forth therein, €750,000,000 aggregate principal amount of Fiserv Funding’s 2.875% Senior Notes due 2028 (the “2028 Notes”), €775,000,000 aggregate principal amount of Fiserv Funding’s 3.500% Senior Notes due 2032 (the “2032 Notes”) and €650,000,000 aggregate principal amount of Fiserv Funding’s 4.000% Senior Notes due 2036 (the “2036 Notes” and, together with the 2028 Notes and the 2032 Notes, the “Notes”), in a public offering (the “Offering”), which Notes will be guaranteed as to payment of principal and interest by the Company pursuant to the guarantees contained in the Indenture, dated as of April 24, 2025, among the Issuer, the Company and U.S. Bank Trust Company, National Association, as trustee, and endorsed on the Notes (the “Guarantees”). The Offering is expected to close on May 7, 2025, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and agreements of the Company and Fiserv Funding, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Notes and the Guarantees are registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (Registration No. 333-277241) filed with the Securities and Exchange Commission on February 22, 2024, as amended by the Post-Effective Amendment No. 1 to the Registration Statement that the Issuer and the Company filed with the Securities and Exchange Commission on April 24, 2025. The Company is also filing the Underwriting Agreement as part of this Current Report on Form 8-K for purposes of such Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being filed herewith:
Exhibit Index to Current Report on Form 8-K
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement dated April 29, 2025, among Fiserv Funding, the Company and the Underwriters. | |
| 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.
| FISERV, INC. | ||||||
| Date: April 30, 2025 | By: | /s/ Robert W. Hau | ||||
| Robert W. Hau | ||||||
| Chief Financial Officer | ||||||