UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):

August 7, 2023

 

Fiserv, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

Wisconsin		1-38962		39-1506125
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

255 Fiserv Drive, Brookfield, Wisconsin 53045

(Address of Principal Executive Offices, Including Zip Code)

(262) 879-5000

(Registrant’s telephone number, including area code)

 

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 $0.01 per share		FI		The New York Stock Exchange
1.125% Senior Notes due 2027		FI27		The New York Stock Exchange
1.625% Senior Notes due 2030		FI30		The New York Stock Exchange
2.250% Senior Notes due 2025		FI25		The New York Stock Exchange
3.000% Senior Notes due 2031		FI31		The New York Stock Exchange
4.500% Senior Notes due 2031		FI31A		The 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 1.01.

Entry into a Material Definitive Agreement.

On August 7, 2023, Fiserv, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Repurchase Agreement”) with ValueAct Capital Master Fund, L.P. to repurchase 4,098,935 shares of the Company’s common stock for $121.9829 per share in a privately negotiated transaction for an aggregate purchase price of $499,999,978.21 (the “Repurchase”). The Repurchase Agreement contains customary representations, warranties and covenants of the parties.

The Repurchase will be effected pursuant to the previously announced repurchase authorization for up to 75.0 million shares of the Company’s common stock approved by the Company board of directors on February 22, 2023.

The foregoing description of the Repurchase Agreement is a summary and is qualified in its entirety by the terms of the Repurchase Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

EXHIBIT INDEX

 

		Exhibit Number		Description
		10.1		Stock Purchase Agreement, dated August 7, 2023, by and between Fiserv, Inc. and ValueAct Capital Master Fund, L.P.
		104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: August 8, 2023				By:		/s/ Robert W. Hau
						Robert W. Hau
						Chief Financial Officer