Fiserv, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Fiserv, Inc. on October 28, 2025. The filing discloses significant corporate governance changes, including the appointment of new executive officers and directors, and a strategic decision to transfer the listing of its equity and debt securities from the New York Stock Exchange (NYSE) to The NASDAQ Stock Market LLC.
Key Financial Metrics
The filing does not contain operational financial results such as revenue, profit, cash flow, or margins. However, it discloses specific compensation metrics for newly appointed executives:
- Dhivya Suryadevara (Co-President): Annual base salary of $1,000,000; cash incentive target of $1,200,000; equity incentive target of $12,800,000; cash sign-on payment of $2,100,000; and replacement equity awards totaling $15,000,000 ($9.81M RSUs and $5.19M PSUs).
- Paul M. Todd (CFO): Annual base salary of $750,000; cash incentive target of $750,000; equity incentive target of $5,700,000; and replacement equity awards totaling $2,000,000 ($1M RSUs and $1M PSUs).
Material Changes
The filing details three primary material changes:
- Listing Transfer: Fiserv intends to voluntarily withdraw its Common Stock and multiple series of Senior Notes from the NYSE and transfer listings to Nasdaq, effective approximately November 11, 2025. Trading symbols will change (e.g., Common Stock from "FI" to "FISV").
- Executive Leadership Restructuring:
- Appointment of Dhivya Suryadevara and Takis Georgakopoulos as Co-Presidents, effective December 1, 2025.
- Appointment of Paul M. Todd as Chief Financial Officer, effective October 31, 2025, succeeding Robert W. Hau, who will transition to Special Advisor.
- Board of Directors Changes:
- Retirement of Directors Doyle R. Simons and Kevin M. Warren, effective January 1, 2026.
- Appointment of Gordon Nixon (Non-Executive Chairman), Gary Shedlin (Audit Committee Chair), and Céline Dufétel (Audit Committee Member), effective January 1, 2026.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, revenue outlook, or management commentary on future performance. The primary risks and contingencies disclosed relate to the execution of the listing transfer and the integration of new leadership. The Company notes that the guarantee of the Fiserv Funding Notes remains in effect despite the change in listing venue. Executive compensation agreements include specific "Good Reason" resignation clauses tied to the tenure of CEO Mike Lyons.
Investor Verification Checklist
- Confirm the effective date of trading on Nasdaq (expected November 11, 2025) and update trading symbols for all holdings.
- Review the full text of the executive offer letters (Exhibits 10.1 and 10.2) for detailed vesting schedules and severance conditions.
- Verify the independence status and specific committee assignments of the newly appointed directors (Nixon, Shedlin, Dufétel).
- Monitor the transition of Robert W. Hau from CFO to Special Advisor and the integration of Paul M. Todd into the finance function.