FISV 10-K & 10-Q changes, risk factors and insider trading

If we fail to keep pace with technological change, including as a result of artificial intelligence, we could lose clients or have trouble attracting new clients, and our ability to grow may be limited.clients.

The markets for our products and services are characterized by constant and rapid technological change, evolving industry standards, frequent introduction of new products and services, and increasing client expectations. Our ability to respond timely to these changes, including by enhancing our current products and services and developing and introducing new products and services, will significantly affect our future success. In addition, competitors and other third parties may incorporate artificial intelligence into products and offerings more quickly or more successfully than we do, which could impair our ability to compete effectively and adversely affect our results of operations. Furthermore, the success of certain of our products and services rely, in part, on financial institutions, business partners and other third parties promoting the use of or distributing our products and services. If we are unsuccessful in developing, marketing and selling products or services that gain market acceptance, or if third parties insufficiently promote or distribute our products and services, it would likely have a material adverse effect on our ability to retain existing clients, to attract new ones and to grow profitably.

We believe that data, and the insights enabled by data, can be used to create or enhance the products and services that we offer to our clients. As a result, we are using, and expect to continue to expand our use of, artificial intelligence and machine learning in our product development processes, services and operations. OurThe use of artificial intelligence technologies carries inherent risks, and there can be no assurance that our use of artificial intelligence will enhance our products or services or achieve any improvements in innovation or efficiency. In addition, we could be exposed to liability as a result of any misuse of artificial intelligence and machine learning-technology by our personnel while carrying out company responsibilities. In addition, our competitors and other third parties may incorporate artificial intelligence into their products and offerings more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. If the content, analyses or recommendations that artificial intelligence applications assist in producing are or are alleged to be inaccurate, deficient or biased, our business, financial condition and results of operations may be adversely affected. Furthermore, theour integrationservices ofthat integrate third-party artificial intelligence models withmay our services reliesrely on certain safeguards implemented by the third-party developersproviders of the underlying artificial intelligence models, including those related to the accuracy, bias and other variables of the data, and these safeguards may be insufficient. Legislation and regulations governing the development or use of artificial intelligence and automated-decision making have been implemented or are under consideration in the U.S. at the state and local level, as well as internationally. Such legislation and regulations may impose obligations related to our development, offering, and use of artificial intelligenceintelligence, particularly those use cases that are deemed by the law to be “high risk”, and expose us to increased risk of regulatory enforcement and litigation. As a result, theour ability to use artificial intelligence and machine learning may be constrained by current or future laws, regulatory or self-regulatory requirements.

From time to time, card associations and debit networks, including the card networks which we own and operate,own, increase the processing and other fees (including what is commonly called “interchange fees”) that they charge. 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. In addition, the various card associations and networks prescribe certain capital requirements. Any increase in the capital level required would further limit our use of capital for other purposes.

Our operations depend on receiving, storing, processing and transmitting sensitive information pertaining to our business, our employees, our clients and their customers. Under the card network rules, various federal, state and internationalforeign laws, and client contracts, we are responsible for information provided to us by financial institutions, merchants, ISOs, third-party service providers and others. Preserving the confidentiality of sensitive business and personal information is critical to our business. Any unauthorized access, intrusion, infiltration, network disruption, ransom, denial of service or similar incident could disrupt the integrity, continuity, security and trust of our systems or data, or the systems or data of our clients, partners, vendors or service providers. These incidents are often difficult to detect and are constantly evolving. We expect that unauthorized parties will continue to attempt to gain access to our systems or facilities, and those of our clients, partners, vendors and service providers, through various means and with increasing sophistication, particularly as cybercriminals attempt to profit from increased online banking, e-commerce and other online activity. State-sponsored cybersecurity attacks on the U.S. financial system or U.S. financial service providers and financial systems could also adversely affect our business. These events could create costly litigation, significant financial liability, increased regulatory scrutiny, financial sanctions and a loss of confidence in our ability to serve clients and cause current or potential clients to choose another service provider, all of which could have a material adverse impact on our business. In addition, we have invested and expect to continue to invest significant resources to maintain and enhance our information security and controls or to investigate and mitigate security vulnerabilities. Although we believe that we maintain a robust program of information security and controls and that none of the events that we have encountered to date have materially affected us, we cannot be certain that the security measures and procedures we have in place to detect security incidents and protect sensitive data, will be successful or sufficient to counter all current and emerging risks and threats. While we maintain cybersecurity insurance, our insurance may be insufficient or may not cover all liabilities incurred by such attacks. The impact of a material event involving our systems and data, or those of our clients, partners, vendors or service providers, could have a material adverse effect on our business, results of operations and financial condition.

Our business depends heavily on the reliability of our systems. An operational failure that results in an interruption in the availability of our products and services could harm our business or cause us to lose clients. An operational failure could involve the hardware, software, data, networks or systems upon which we rely to deliver our servicesoperate and could be caused by our actions, the actions of third parties or events over which we may have limited or no control. Events that could cause operational failures include, but are not limited to, hardware and software defects or malfunctions, ransomware, denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, pandemics, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses or other malware, or other events. In the event of operational failures or damage or disruption to our business due to these occurrences, we may not be able to successfully or quickly recover all of our critical business functions, assets and data through our business continuity program. Implementation delays, interruptions of service or hardware device defects could damage our relationship with clients and could cause us to incur substantial expenses, including those related to the payment of service credits, product recalls or other liabilities. A prolonged interruption of our services or network could cause us to experience data loss or a reduction in revenue, and significantly impact our clients’ businesses and the customers they serve. In addition, a significant interruption of service or product recall could have a negative impact on our reputation and could cause our current and potential clients to choose another service provider. As a provider of payments solutions and other financial services, clients, regulators and others may require enhanced business continuity and disaster recovery plans including frequent testing of such plans. Meeting these various requirements may require a significant investment of time and money. Any of these developments could have a material adverse impact on our business, results of operations and financial condition.

We currently offer merchant acquiring, processing and issuing services outside of the U.S., including in the U.K., Germany, Mexico, Uruguay, Argentina, India and Brazil.U.S. Our facilities outside of the U.S., and those of our suppliers and vendors, including manufacturing, customer support, software development and technology hosting facilities, are subject to risks, including natural disasters, public health crises, political crises, terrorism, war, political instabilityor economic instability, regulatory or policy changes and other events outside of our or our suppliers’ control. As we continue to expand internationally and grow our client base outside of the U.S., we may face challenges due to the presence of more established competitorscompetitors, changes in local market conditions and our relative lack of experience in such non-U.S. markets, and we may incur higher than anticipated costs. If we are unable to successfully manage the risks associated with the international operation and expansion of our business, our results of operations and financial condition could be negatively impacted.

For the foreseeable future, we expect to continue to derive revenue primarily from products and services we provide to the financial services industry and from our merchant acquiring business. Given this focus, we are exposed to global economic conditionsconditions, regulatory or policy changes and adverse economic trends that may accelerate the timing, or increase the impact of, risks to our financial performance. Such trends may include, but are not limited to, the following:

•inflation, trade policy and tariffs, embargoes and trade sanctions, taxes, foreign currency fluctuations, interest rates, declining economies, social unrest, natural disasters, public health crises, including the occurrence of a contagious disease or illness, and the pace of economic recovery can change consumer spending behaviors, on which a significant portion of our revenues are dependent;

•low levels of consumer and business confidence typically associated with recessionary environments and those markets experiencing relatively high inflationinflation, taxes, tariffs, interest rates, and/or unemployment, may cause decreased spending by cardholders;

•emerging market economies tend to be more volatile than the more established markets we serve in the U.S. and Europe,serve, and adverse economic trends, including high rates of inflation, may be more pronounced in such emerging markets;

•financial institutions may restrict credit lines to cardholderscardholders, increase interest rates or limit the issuance of new cards to mitigate cardholder defaults;

•our clients may decrease spending for value-added servicesservices, or may choose another provider with lower processing fees; and

•government intervention, including the effect of laws, regulations, treatiestreaties, trade agreements and/or government investments in our clients, may have potential negative effects on our business, operations and our relationships with our clients or otherwise alter their strategic direction away from our products.

A weakening in the economy or competition from otheramong retailers could force some retailers to close, resulting in exposure to potential credit losses and declines in transactions, and reduced earnings on transactions due to a potential shift to largemerchants discountwith merchants.whom we may have less economically favorable contractual terms. Additionally, credit card issuers may reduce credit limitslimits, increase fees and interest rates and become more selective in their card issuance practices.

A prolonged poor economic environment, including a potential recession in the U.S. or other economies in which our business operates, could result in significant decreases in demand by current and potential clients for our products and services and in the number andor dollar amount of transactions we process or accounts we service, which could have a material adverse effect on our business, results of operations and financial condition.

The U.S. has imposed tariffs, and may impose new or increased tariffs, on certain imports from other countries, which may lead to retaliatory tariffs imposed by other governments. If the U.S. administration or other countries impose new or increased tariffs, trade restrictions or restrictions on the cross-border flow of data, our manufacturingprocurement of hardware devices, supply of raw materials and access to certain markets, could be impacted. Although it is difficult to predict how current or future tariffs on items imported from or exported to other countries will impact our business, the cost of our products manufactured in other countries and imported into the U.S. or elsewhereelsewhere, or manufactured in the U.S. and exported elsewhere, could increase, which could adversely affect the demand for these products and have a material adverse effect on our business and results of operations.

Our businesses are subject to state, federal, and foreign laws and regulations, including payment, cybersecurity, consumer protection, money transmission, data privacy, artificial intelligence, anti-money laundering, anti-bribery, economic and trade sanctions, payment institution, electronic money licensing, credit reporting and debt collection laws and regulations. Our clients are also subject to numerous laws and regulations applicable to banks, financial institutions and card issuers in the U.S. and abroad, and, consequently, we are at times affected by these federal, state, local and foreign laws and regulations. These laws and regulations are subject to change, and new laws, regulations and interpretations are regularly adopted.

Cybersecurity and data privacy risks have received heightened legislative and regulatory attention. In Europe and the U.K., their respective General Data Protection Regulations (collectively, “GDPR”) extends the scope of their data protection laws to all companies processing data of individuals within the E.U. and the U.K., regardless of the company’s location, subject to certain limitations. The law requires companies to meet stringent requirements regarding the handling of personal data. E.U. and U.K. data protection law continuously develops and requires significant changes to our policies and procedures. GDPR imposes strict rules on the transfer of personal data out of the E.U. or U.K. to a “third country,” including the United States, unless particular transfer mechanisms are implemented. The mechanisms that we and many other companies rely upon for such data transfers are the subject of legal challenge,challenges, regulatory interpretation,interpretations, and judicial decisions. In the E.U., U.K. and other markets, potential new rules and restrictions on the flow of data across borders could increase the cost and complexity of doing business in those regions. Additionally, we are subject to the E.U. Regulation known as the Digital Operational Resilience Act (“DORA”). DORA is intended to strengthen the information technology systems of covered financial entities to mitigate risks associated with operational disruptions. Our efforts to comply with E.U., U.K. and other cybersecurity, privacy and data protection laws around the world that apply to our businesses could involve substantial expenses, divert resources from other initiatives and projects and limit the services we are able to offer. There is also increased focus on data localization requirements around the world in countries such as the United Arab Emirates, China and India which could impact our business model with respect to our storage and transfer of personal data.

Our operations are subject to tax by federal, state, local, and international taxing jurisdictions. Changes in tax laws or their interpretations in our significant tax jurisdictions could materially increase the amount of taxes we owe, thereby negatively impacting our results of operations as well as our cash flows from operations. Additionally, future tax laws, regulations or guidance from the Internal Revenue Service, the Securities and Exchange Commission or the Financial Accounting Standards Board could cause us to adjust current estimates in future periods, which could impact our earnings and have an adverse effect on our results of operations and cash flow.

Unfavorable resolution of tax contingencies could adversely affect our results of operations and cash flows from operationsoperations.

We depend on the experience, skill and contributions of our senior management and other key employees. If we fail to attract, motivate and retain highly qualified management, technical, compliance and sales personnel, our future success could be harmed. Our senior management provides strategic direction for our company, and if we lose members of our leadership team, our management resources may have to be diverted from other priorities to address this loss. Our products and services require sophisticated knowledge of the financial services industry, applicable regulatory and industry requirements, computer systems, and software applications,applications. and ifIf we cannotare unable to hire or retain the necessary skilled personnel, we couldmay sufferbe delaysunable into develop new products, product development,implementations experiencecould difficultybe complyingdelayed, withand applicableour ability to meet the requirements or otherwise fail to satisfyof our clients’customers demands.could be negatively impacted.

Our balance sheet includes significant amounts of goodwill and intangible assets. The impairment of a significant portion of these assets wouldcould negatively affect our results of operations.

Our balance sheet includes goodwill and intangible assets that represent approximately 60% of our total assets at December 31, 2024.2025. These assets consist primarily of goodwill and identified intangible assets associated with our acquisitions. OnWe atevaluate leastgoodwill for impairment on an annual basis, weor assessmore whetherfrequently thereif havecircumstances beenindicate impairmentspossible in the carrying value of goodwill.impairment. In addition, we review intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If the carrying value of the asset is determined to be impaired, then it is written down to fair value by a non-cash charge to operating earnings. An impairment of a significant portion of goodwill or intangible assets could have a material negative effect on our results of operations.

At December 31, 2024,2025, we had approximately $25$29 billion of debt. We and our subsidiaries may incur additional indebtedness in the future. Our indebtedness could: decrease our ability to obtain additional financing for working capital, capital expenditures, general corporate or other purposes; limit our flexibility to make acquisitions; increase our cash requirements to support the payment of interest; limit our flexibility in planning for, or reacting to, changes in our business and our industry; limit our ability to return capital to shareholders, including through share repurchases; and increase our vulnerability to adverse changes in general economic and industry conditions. Our ability to make payments of principal and interest on our indebtedness depends upon our future performance, which will be subject to general economic conditions and financial, business and other factors affecting our consolidated operations, many of which are beyond our control. In addition, if certain of our outstanding senior notes or commercial paper notes are downgraded to below investment grade, we may incur additional interest expense.expense or suffer reputational harm. If we are unable to generate sufficient cash flow from operations in the future to service our debt and meet our other cash requirements, including due to deterioration in economic and market conditions, we may be required, among other things: to seek additional financing in the debt or equity markets; to refinance or restructure all or a portion of our indebtedness; or to reduce or delay planned capital or operating expenditures. Such measures might not be sufficient to enable us to service our debt and meet our other cash requirements. In addition, any such financing, refinancing or sale of assets might not be available at all or on economically favorable terms.

Certain of our borrowings, including borrowings under our revolving credit facility, foreign lines of credit and commercial paper programs, are at variable rates of interest. Beginning in 2022, and continuing through mid-2023, interest rates increased significantly and interest rates may continue to increase or remain at higher than recent historical levels in the future. An increase in interest rates would have a negative impact on our resultsfunding of operationscosts by causing an increase in interest expense. At December 31, 2024,2025, we had approximately $2.4$2.1 billion in variable rate debt, which includes $899an aggregate $950 million drawn on our revolving credit facility and foreign lines of credit, and an aggregate amount of $1.5$1.2 billion outstanding under our U.S. dollar and Euro commercial paper programs. Based on outstanding debt balances and interest rates at December 31, 2024,2025, a 1% increase in variable interest rates would result in an increase to annual interest expense of $24approximately $21 million.

Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to our consolidated financial statements and accompanying notes to help provide an understanding of our financial condition, the changes in our financial condition and our results of operations. This section generally discusses information and results pertaining to the years ended December 31, 20242025 and 2023.2024. Information and discussion of results pertaining to the year ended December 31, 20222023 not included herein can be found in Part II, “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for fiscal year 2023,2024, filed with the Securities and Exchange Commission on February 22,20, 2024.2025. Our discussion is organized as follows:

•Results of operations. This section contains an analysis of our results of operations presented in the accompanying consolidated statements of income by comparing the consolidatedresults andfor segmentthe year ended December 31, 2025 to the results for the year ended December 31, 2024 to the consolidated and segment results for the year ended December 31, 2023. Due to the Segment Realignment, this section also compares segment results for the year ended December 31, 2023 to the segment results for the year ended December 31, 2022.2024.

We are a leading global provider of payments and financial services technology solutions. We serve clients around the globe, including merchants, banks, credit unions, other financial institutions, corporate and public sector clients. We help clients achieve best-in-class results through a commitment to innovation and excellence in areas including account processing and digital banking solutions; card issuer processing and network services; payments; e-commerce; merchant acquiring and processing; and the Clover® cloud-based point-of-sale (“POS”) and business management platform. Most of the products and services we provide are necessary for our clients to operate their businesses and are therefore non-discretionary in nature. We serve our global client base by working among our geographic teams across various regions, including the United States of America (“U.S.”) and Canada; Europe, Middle East and Africa; Latin America; and Asia Pacific. Our operations are comprised of the Merchant Solutions (“Merchant”) segment and Financial Solutions (“Financial”) segment.

•Small Business – provides products and services to small businesses and independent software vendors (“ISV”), including Clover®,Clover, our POS and business management platform for small business clients

•Processing – provides products and services to financial institutions, joint ventures, and other third party resellers which have direct relationships with merchants We distribute the products and services in ourthe Merchant segment businesses through a variety of channels, including direct sales teams, strategic partnerships with agent sales forces, ISV’s, independent sales organizations, financial institutions and other strategic partners in the form of joint venture alliances, revenue sharing alliances and referral agreements.

•Banking – provides customer loan and deposit account processing; digital banking; financial and risk management; professional services and consulting; and check processing Corporate and Other supports the reportable segments described above, and consists of amortization of acquisition-related intangible assets, unallocated corporate expenses and other activities that are not considered when we evaluate segment performance, such as gains or losses on sales of businesses, certain assets or investments; costs associated with acquisition and divestiture activity; certain services revenue associated with various dispositions; expenses associated with our transformation initiative focused on operational excellence; and postage reimbursements.

Acquisitions and DispositionsOther Transactions

We frequently review our businesses to ensure we have the necessary assets to execute our strategy. We expect to acquire businesses when we identify: a compelling strategic need, such as a product, service or technology that helps meet client demand; a way to achieve business scale that enables competition and operational efficiency; or similar considerations. We expect to divest businesses that are not in line with our market, product or financial strategies. The results of operations for the following acquired and divested businesses are included in our consolidated results from the respective dates of acquisition and through the respective dates of disposition.acquisition.

InOn 2024,March 18, 2025, we entered into definitive agreements to acquireacquired CCV Group B.V. (“CCV”) and Payfare Inc. (“Payfare”). CCV is, a supplier of POS payment solutions. Upon the closing of this acquisition, whichCCV is subject to regulatory approval and customary closing conditions, CCV will be included within the Merchant segment and is expected to expandexpands our network of payment solutions.solutions, enabling our ability to accelerate the deployment of our Clover POS and business management platform across Europe. On March 2, 2025, we acquired Payfare, Inc. (“Payfare is”), a provider of program management solutions powering instant access to earnings and banking solutions for workforces. Upon the closing of this acquisition, whichPayfare is subject to shareholder and court approvals and customary closing conditions, Payfare will be included within the Financial segment and is expected to expandexpands our embedded finance capabilities. We expect these acquisitions,capabilities for anlarge aggregateenterprises purchaseand pricefinancial of approximately $360 million, to close in the first quarter of 2025.institutions.

On September 25,5, 2023,2025, we acquired the remaining 49%49.9% ownership interest, including cash held of $195 million, in AIB Merchant Services (“AIBMS”), a payments solution provider, for $420 million. On April 17, 2025, we acquired the remaining 19% ownership interest in EuropeanICICI Merchant Services B.V.,Private Limited, a Netherlands-based merchant acceptance business, for $56$22 million. We previously held a majority controlling financial interest in thiseach subsidiary,of these subsidiaries, which continuescontinue to be consolidated and reported within the Merchant segment.

The global payments landscape continues to evolve, with rapidly advancing technologies and a steady expansion of digital payments, e-commerce and real-time payments infrastructure. Because of this growth, competition also continues to intensify. Business and consumer expectations continue to rise, with a focus on speed, convenience, choice and security. To meet these expectations, payments companies are focused on modernizing their technology, expanding the use of data and enhancing the customer experience. These innovations are driving a competitive landscape where customer expectations evolve rapidly as services digitize and choices multiply.

The rapid growth in and globalization of mobile and e-commerce, driven by consumers’ desire for simpler, more efficient shopping experiences, has created an opportunity for merchants to reach consumers nearly anywhere, through any device, which often requires a merchant acquiring provider to enable and optimize the acceptance of payments. Consumers are increasingly using digital wallets, contactless payments, and mobile-first solutions, making omnichannel strategies that integrate online, mobile, and in-store experiences essential for customer retention. Consumers expect instant and secure checkouts, making simplified payment orchestration critical. Merchants are demanding simpler, integrated and flexible systems to enable them to serve customers and help manage cash flow and everyday business operations. When combined with the ever-increasing ways a consumer can pay for goods and services, merchants have sought modern end-to-end solutions throughout their growth lifecycle to streamline the complexity. Merchants are moving beyond traditional payment acceptance to offer embedded financial services to deepen customer relationships and create new revenue streams. Unified commerce solutions and value-added services are becoming key differentiators in competitive markets. Furthermore, merchants can now search, discover, compare, purchase and even install a new system through direct, digital-only experiences. This direct, digital-only channel is a source of new merchant acquisition opportunities, especially with respect to smaller merchants.

We believe that our merchant acquiring products and solutions create compelling value propositions for merchant clients of all sizes, from small and mid-sized businesses to medium-sized regional businesses to global enterprise merchants. The depth and breadth of our omnichannel solutions, and flexibility to serve clients across various channels and geographies, drives higher product attach rates with new and existing clients across all verticals. 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. We are at the intersection of finance and commerce, creating opportunities for integrated solutions that combine payment acceptance, financial services, and data-driven insights.

Financial institutions must be able to serve their customers with tailored solutions, delivered how and when those customers want.desire. In addition, financial institutions are striving for this single, integrated view of a customer’s activity. This requires financial institutions to not only process customer transactions, but to integrate financial institutions’ products and services to give customers easy access to integrated solutions. We believe that the integration of our products and services creates a compelling value proposition for our clients by providing, among other things, new sources of revenue and opportunities to reduce their costs. We have invested in integrating our platforms and value-added solutions to make it easy for a client to buy across our full product suite.

Demand for innovative payment solutions continues to grow, with a focus on faster, more convenient options across mobile channels, online applications, in-store cards, and digital currencies. Financial institutions are adopting advanced technologies, introducing new solutions, and responding to an increasingly complex regulatory landscape. We expect that financial institutions will continue to invest significant capital to process transactions, manage information, maintain regulatory compliance and offer innovative new services to their customers in this rapidly evolving and competitive environmental shift from traditional to digital banking. Stablecoins and cryptocurrencies may also become more widely used as digital currencies provide increased accessibility and efficiency. We believe that economies of scale in developing and maintaining the infrastructure, technology, products, services and networks necessary to be competitive in such ana 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.

Global macroeconomic conditions, including changing interest rates,rates; inflation,inflation; disruptions in the global supply chain,chain; changes in consumer spending,spending; legislative changes, including potential effects of new tax laws; the effects of international hostilities,hostilities; political conditions, andconditions; regulations restricting trade or impacting our ability to offer products or services,services; and trade policies and tariffs, could have a material adverse effect on our business, results of operations and financial condition. PersonalA decline in personal consumption and consumer savings growth in the U.S. may also negatively impact our business and financial results. We actively monitor and manage our business in response to these unpredictable geopolitical and market conditions, as they may adversely impact our operations and financial results.

In addition, our operating results in certain foreign countries in which we operate may be adversely impacted by fluctuations in interest rates and exchange rates for currencies other than the U.S. dollar, including the Euro, British Pound Sterling,Pound, Indian Rupee, Brazilian Real and Argentine Peso. The strengthening of the U.S. dollar against certain foreign currencies in countries in which we operate would negatively impact our revenue and earnings. We also have exposure to risks related to currency devaluation in certain countries, which may negatively impact our international operating results if there is a prolonged devaluation of local currencies relative to the U.S. dollar or if the economic conditions in these countries decline. While the majority of our revenue is earned in the U.S., we actively monitor the interest rate and foreign exchange rate environment and may enter into derivative instruments and utilize other non-derivative hedging instruments with creditworthy institutions in an effort to manage these risks.

For a discussion of risks and potential challenges applicable to our business, results of operations and financial condition, see “Part I. Item 1A. Risk Factors.” For management’s assessment of market risks, including interest rate and foreign currency risks, see “Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk.”

We review the carrying value of goodwill for impairment annually, or more frequently if events or circumstances indicate the carrying value may not be recoverable. Goodwill is tested for impairment at a reporting unit level, which is one level below our operating segments. When reviewing goodwill for impairment, we consider the prior test’s amount of excess fair value over the carrying value of each reporting unit, the period of time since a reporting unit’s last quantitative test, the extent a reorganization or disposition changes the composition of one or more of our reporting units, and other prevailing factors to determine whether or not to first perform a qualitative test. When performing a qualitative test, we assess numerous factors to determine whether it is more likely than not that the fair value of our reporting units are less than their respective carrying values. Examples of qualitative factors that we assess include our share price, our financial performance, market and competitive factors in our industry and other events specific to our reporting units. If we conclude that it is more likely than not that the fair value of a reporting unit ismay be less than its carrying value, we perform a quantitative impairment test.

The quantitative impairment test compares the estimated fair value of the reporting unit to its carrying value, and recognizes an impairment loss for the amount by which a reporting unit’s carrying amount exceeds its fair value, without exceeding the total amount of goodwill allocated to that reporting unit. We determine the fair value of a reporting unit using both a discounted cash flow analysis and a market approach.approach, as appropriate, and engage an independent valuation specialist, when necessary, to assist in the fair value determinations. Determining the fair value of a reporting unit involves judgment and the use of significant estimates and assumptions, which include assumptions regarding the revenue growth rates and operating margins used to calculate estimated future cash flows, risk-adjusted discount rates and future economic and market conditions.

In connection with the Segment Realignment, certain of our reporting units changed in composition as a result of which goodwill was allocated to such reporting units using a relative fair value approach. Our most recent annual impairment assessment of our reporting units in the fourth quarter of 2024 determined that our goodwill of $36.6 billion was not impaired as the estimated fair values of each of the respective reporting units exceeded their carrying values. The excess of the estimated fair value over carrying value for our lowest reporting unit, which maintains a goodwill balance of $1.3 billion, was 29%. The fair value for each of our other reporting units exceeds their respective carrying value by at least 40%. However, ifIf future operating performance is below our expectations or there are material changes to forecasted revenue growth rates or operating margins, risk-adjusted discount rates, foreign currency exchange rates, effective income tax rates, or some combination thereof, a decline in the fair value of the reporting units could result in, and we may be required to record, a goodwill impairment charge. It is also reasonably possible that future developments related to the interest rate environment, sustained decreases in our stock price, a shift in strategic initiatives, or significant changes in the composition of certain of our reporting units could have a future material impact on one or more of the estimates and assumptions used to evaluate goodwill impairment. We have no accumulated goodwill impairment through December 31, 2024.2025. Additional information regarding our goodwill is included in Note 7 to the consolidated financial statements.

We review intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. We review capitalized software development costs for impairment at each reporting date. In connection with the goodwill impairment assessment triggering event in the fourth quarter of 2025, as described above, we performed an additional evaluation of the recoverability of our intangible assets and determined no impairment as of December 31, 2025. Recoverability of intangible assets is assessed by comparing the carrying amount of the asset group to either the undiscounted future cash flows expected to be generated by the asset group or the net realizable value of the asset,asset group, depending on the type of asset.asset group. Determining future cash flows and net realizable values involves judgment and the use of significant estimates and assumptions regarding future economic and market conditions. Measurement of any impairment loss is based on estimated fair value. Additional information regarding our intangible assets is included in Note 6 to the consolidated financial statements. Given the significance of our goodwill and intangible asset balances, an adverse change in fair value could result in an impairment charge, which could be material to our consolidated financial statements.

Revenue is measured based on consideration specified in a contract with a customer, and excludes any amounts collected on behalf of third parties. As a practical expedient, we do not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less. Contracts with customers are evaluated on a contract-by-contract basis as contracts may include multiple types of goods and services as described below.

Processing and services revenue is generated from account- and transaction-based fees for data processing, merchant transaction processing and acquiring, electronic billing and payment services, electronic funds transfer and debit/credit processing services; consulting and professional services; merchant cash advances; and software maintenance for ongoing client support.

We recognize processing and services revenue in the period in which the specific service is performed unless theyit areis not deemedconsidered distinct from other goods or services, which revenue would then be recognized as control is transferred of the combined goods and services. Our arrangements for processing and services typically consist of an obligation to provide specific services to our customers on a when- and if-needed basis (a stand-ready performance obligation) and revenue is recognized from the satisfaction of the performance obligations in the amount billable to the customer. These services are typically provided under a fixed or declining (tier-based) price per unit based on volume of service; however, pricing for services may also be based on fixed or monthly minimum processing fees. Fees for our processing and services arrangements are typically billed and paid on a monthly basis.

Product revenue is generated from print and card production sales, as well asproduction, software licenselicense, data and analytics, and hardware (primarily POS devices) sales. For software license agreements that are distinct, we recognize software license revenue upon delivery, assuming a contract is deemed to exist. Revenue for arrangements with customers that include significant customization, modification or production of software such that the software is not distinct is typically recognized over time based upon efforts expended, such as labor hours, to measure progress towards completion. 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. We also maintain substantial volumes of payment and transaction data, providing insights into business and consumer activity. We account for the sales of distinct data and analytics as a separate performance obligation and recognize the revenue at its standalone selling price when the customer obtains control of the analytical data. Additionally, we sell or lease hardware (POS devices) and other peripherals as part of our contracts with customers. Hardware typically consists of terminals or Clover devices. We do not manufacture hardware, rather we purchase hardware from third-party vendors and hold such hardware in inventory until purchased or leased by a customer. We account for the sale of distinct hardware as a separate performance obligation and recognize the revenue at the standalone selling price when the customer obtains control of the hardware.

The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring productsgoods or services to the customer. We include any fixed charges within our contracts as part of the total transaction price. To the extent that variable consideration is not constrained, we include an estimate of the variable amount, as appropriate, within the total transaction price and update our assumptions over the duration of the contract. We may constrain the estimated transaction price in the event of a high degree of uncertainty as to the final consideration amount owed. The transaction price (including any discounts or rebates) is allocated between distinct goods and services in a multi-element arrangement based on their relative standalone selling prices. For items that are not sold separately, we estimate the standalone selling prices using available information such as market conditions and internally approved pricing guidelines. Judgment may be required to determine standalone selling prices for each performance obligation and whether it depicts the amount we expect to receive in exchange for the related good or service.

The determination of our provision for income taxes requires management’s judgment in the use of estimates and the interpretation and application of complex tax laws, including certain complexities attributed to our global footprint. Judgment is also required in assessing the timing and amounts of deductible and taxable items. We establish a liability for known tax exposures relating to deductions, transactions and other matters involving some uncertainty as to the proper tax treatment of the item. In establishing a liability for known tax exposures, assumptions are made in determining whether, and the extent to which, a tax position will be sustained. A tax benefit with respect to a tax position is recognized only when it is more likely than not to be sustained upon examination by the relevant taxing authority, based on its technical merits, considering the facts and circumstances available as of the reporting date. The amount of tax benefit recognized reflects the largest benefit that we believe is more likely than not to be realized on settlement with the relevant taxing authority. As additional information becomes available, we evaluate our tax positions and appropriately adjust our liability accordingly for known tax exposures.

We maintain net operating loss carryforwards in various taxing jurisdictions, resulting in the establishment of deferred tax assets. We establish a valuation allowance against our deferred tax assets when, based upon the weight of all available evidence, we believe it is more likely than not that all or some portion or all of the deferred tax assets will not be realized. In making this determination, we have consideredconsider the relative impact of all of the available positive and negative evidence regarding future sources of taxable income and available tax planning strategies. However, there could be a significant impact to our effective income tax rate in the event there is a significant change in our judgment. To the extent our judgment changes, the valuation allowances are then adjusted as appropriate, generally through the provision for income taxes, in the period in which the change in facts and circumstances occurs. Additional information regarding our income taxes is included in Note 1716 to the consolidated financial statements.

Processing and services revenue, which comprised 81%80% of our total revenue in 2024,2025, is primarily generated from account- and transaction-based fees under multi-year contracts. Processing and services revenue is most reflective of our business performance as a significant amount of our total operating profit is generated from these services. Cost of processing and services consists of costs directly associated with providing services to clients and includes the following: personnel; equipment and data processing; facility costs, including costs to maintain software applications; client support; certain depreciation and amortization; and other operating expenses.expenses directly associated with processing and services revenue.

Product revenue, which comprised 19%20% of our total revenue in 2024,2025, is derived from print and card production sales, as well asproduction, software licenselicense, data and analytics, and hardware (primarily POS devices) sales. Cost of product consists of costs directly associated with the products sold and includes the following: costs of materials and postage; hardware costs (primarily POS devices); personnel; facility costs; certain depreciation and amortization; and other costs directly associated with product revenue.

Selling, general and administrative expenses primarily consist of: salaries, wages, commissions and related expenses paid to sales personnel, administrative employees and management; third-party commissions and payments to distribution partners; marketing costs; certain depreciation and amortization; and other general selling and administrative expenses.

The following table presents certain amounts included in our consolidated statements of income, the relative percentage that those amounts represent to revenue and the change in those amounts from year to year. This information should be read together with the consolidated financial statements and accompanying notes. The financial results presented below have been affected by acquisitions, dispositions, non-cash impairment charges, net gain on sales and distribution of other assets, and foreign currency fluctuations. Segment results for the years ended December 31, 2023 and 2022 have been recast to reflect the Segment Realignment.

(1)Represents the basis point growthdecline in operating margin.

The forward-looking statements in this report involve significant risks and uncertainties, and a number of factors, both foreseen and unforeseen, could cause actual results to differ materially from our current expectations. The factors that may affect our results include, among others, the following: our ability to compete effectively against new and existing competitors and to continue to introduce competitive new products and services on a timely, cost-effective basis; changes in customer demand for our products and services; the ability of our technology to keep pace with a rapidly evolving marketplace; our ability to successfully implement and achieve the expected benefits associated with our One Fiserv action plan; the success of our merchant alliances, some of which we do not control; the impact of a security breach or operational failure on our business, including disruptions caused by other participants in the global financial system; losses due to chargebacks, refunds or returns as a result of fraud or the failure of our vendors and merchants to satisfy their obligations; changes in local, regional, national and international economic or political conditions, including those resulting from heightened inflation, rising interest rates, taxes, trade policies and tariffs, a recession, bank failures, or international hostilities, and the impact they may have on us and our employees, clients, vendors, supply chain, operations and sales; our ability to use artificial intelligence to improve our products and services and enhance our operations; the effect of proposed and enacted legislative and regulatory actions affecting us or the financial services industry as a whole; our ability to comply with government regulations and applicable card association and network rules; the protection and validity of intellectual property rights; the outcome of pending and future litigation and governmental proceedings; our ability to successfully identify, complete and integrate acquisitions, and to realize the anticipated benefits associated with the same; the impact of our growth strategies; our ability to attract and retain key personnel; adverse impacts from currency exchange rates or currency controls; changes in corporate tax and interest rates; and other factors identifiedincluded in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 20252025, and in other documents that we file with the Securities and Exchange Commission, which are available at http://www.sec.gov. You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements, which speak only as of the date of this report. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this report.

•Overview. This section contains background information on: our company and the products and services that we provide, acquisitions, dispositions, other transactions and the trends affecting our industry in order to provide context for management’s discussion and analysis of our financial condition and results of operations.

•Results of operations. This section contains an analysis of our results of operations presented in the accompanying unaudited consolidated statements of income by comparing the results for the three and six months ended MarchJune 31,30, 2026 to the comparable period in 2025.

•Liquidity and capital resources. This section provides an analysis of our cash flows and a discussion of our outstanding debt at MarchJune 31,30, 2026.

We are a leading global providerleader uniting commerce and finance. At the intersection of paymentsbanking and commerce, we power sustained growth and innovation at scale for financial servicesinstitutions technologyand solutions.businesses Weworldwide serveacross clientspayments, aroundaccount processing, digital banking, merchant acquiring, network services, e-commerce, and Clover®, the globe, including merchants, banks, credit unions, other financial institutions, corporate and public sector clients. We help clients achieve best-in-class results through a commitment to innovation and excellence in areas including account processing and digital banking solutions; card issuer processing and network services; payments; e-commerce; merchant acquiring and processing; and the Clover® cloud-based point-of-sale (“POS”) andall-in-one business management platform. Most of the products and services we provide are necessary for our clients to operate their businesses and are therefore non-discretionary in nature. We serve our global client base by working among our geographic teams across various regions, including the United States of America (“U.S.”) and Canada; Europe, Middle East and Africa; Latin America; and Asia Pacific. Our operations are comprised of the Merchant Solutions (“Merchant”) segment and Financial Solutions (“Financial”) segment.

The businesses in our Merchant segment provide commerce-enabling products and services to companies of all sizes around the world. These products and services include merchant acquiring and digital commerce services; mobile payment services; security and fraud protection solutions; stored-value solutions; software-as-a-service; point-of-sale (“POS”) devices; and pay-by-bank solutions. The business lines aggregated within the Merchant segment consist of the following:

•Issuing – provides credit card processing services; prepaid card processing services; card production services; print services; government payment processing; and student loan processingservicing

•Banking – provides customer loan and deposit account processing; digital banking; financial and risk management; professional services and consulting; and check processing Corporate and Other supports the reportable segments described above, and consists of amortization of acquisition-related intangible assets, unallocated corporate expenses and other activities that are not considered when we evaluate segment performance, such as gains or losses on sales of businesses, certain assets or investments; costs associated with acquisition and divestiture activity; certain services revenue associated with various dispositions; expenses associated with our One Fiserv transformation initiative; postage reimbursements; and postagegains reimbursements.on early debt extinguishment associated with refinancing activities.

In the third quarter of 2025, we launched the One Fiserv action plan designed to prioritize and enhance client focus across five strategic pillars. The One Fiserv action plan centers our investments in areas that build on Fiserv’s strengths, including: operating with a client-first mindset to grow our client base and average revenue per client; building the pre-eminentleading small business operating platform throughwith Clover®; modernizingcreating existinginnovative platforms in finance and launching innovative solutionscommerce to drive value for our clients, including embedded finance and stablecoin; increasingdelivering AI-enabled operational excellence and efficiency enabled by AI; and employing disciplined long-term capital allocation for the long-term.allocation.

AcquisitionsAcquisitions, Dispositions and Other Transactions

Disposition of Business and Other Transactions

Global macroeconomic conditions, including changing interest rates; inflation; disruptions in the global supply chain; changes in consumer spendingspending, including a rise in fuel prices in the first half of 2026; legislative changes, including potential effects of new tax laws; the effects of international hostilities; political conditions; regulations restricting trade or impacting our ability to offer products or services; and trade policies and tariffs, could have a material adverse effect on our business, results of operations and financial condition. A decline in personal consumption and consumer savings in the U.S. may also negatively impact our business and financial results. We actively monitor and manage our business in response to these unpredictable geopolitical and market conditions, as they may adversely impact our operations and financial results.

The following tabletables presentspresent certain amounts included in our consolidated statements of income, the relative percentage that those amounts represent to revenue and the change in those amounts from year to year. This information should be read together with the unaudited consolidated financial statements and accompanying notes. The unaudited financial results presented below have been affected by acquisitions, expenses associated with our One Fiserv transformation initiative, net gaingains or losses on sale of assets, and foreign currency fluctuations.fluctuations, and gains on early debt extinguishment associated with refinancing activities.

(1)Represents the basis point declinechange in operating margin.

OperatingRevenue and operating income (loss) change percentages, as well as operating margin percentages are calculated using actual, unrounded amounts.

Total revenue decreased $103$224 million, or 2%,4%, in the second quarter of 2026 and $327 million, or 3%, in the first quartersix of 2026 compared to the first quarter of 2025, primarily due to a decrease in data and analytics sales and license revenue. Revenue was flat in our Merchant segment and decreased 5% in our Financial segment in the first quartermonths of 2026 compared to the prior year period.periods, primarily due to lower data and analytics sales and license revenue in both the second quarter and first six months of 2026. Revenue decreased 1% in our Merchant segment in both the second quarter and first six months of 2026 and decreased 8% and 6% in our Financial segment in the second quarter and first six months of 2026, respectively, compared to the prior year periods.

Revenue in our Financial segment decreased $115$197 million, or 5%,8%, in the second quarter of 2026 and $312 million, or 6%, in the first quartersix months of 2026 compared to the firstprior quarteryear of 2025.periods. Digital Payments and Issuing each contributed a 2% decline to Financial segment revenue in both the second quarter and first six months of 2026; Issuing contributed a 4% and 3% decline in the second quarter and first six months of 2026, whilerespectively; and Banking contributed a 2% and 1% decline to Financial segment revenue.revenue in the second quarter and first six months of 2026, respectively. Revenue in our Financial segment in the second quarter and first quartersix months of 2026 was negatively impacted by a decrease inlower data and analytics sales and license revenue compared to the prior year period,periods, primarily within Digital Payments and Issuing.

Revenue at Corporate and Other increased $11$9 million, or 3%, in the second quarter and increased $20 million, or 3%, in the first quartersix months of 2026 compared to the firstprior quarteryear of 2025,periods, due to an increase in postage revenue.

Total expenses increased $374$457 million, or 10%,12%, in the second quarter of 2026 and $831 million, or 11%, in the first quartersix months of 2026 compared to the firstprior quarteryear of 2025.periods. Total expenses as a percentage of total revenue increased 890to basis80.8% pointsin the second quarter of 2026 and to 81.7%81.3% in the first quartersix months of 2026 compared to 69.3% and 71.0%, respectively, in the prior year period.periods. Total expenses as a percentage of total revenue were impacted by higher costs to support the client experience, including personnel costs of approximately 480580 basis points and 530 basis points; costs associated with our strategic One Fiserv transformation program of approximately 280350 basis points and 320 basis points; and data processing costscosts, including increased technology infrastructure expenses, of approximately 230280 basis points.points and 260 basis points in the second quarter and first six months of 2026, respectively. Total expenses as a percentage of total revenue in the first quartersix months of 2026 was favorably impacted by a net gain on the sale-leaseback of certain facilities of $83 million.

Cost of processing and services as a percentage of processing and services revenue increased to 39.6%39.7% in the firstsecond quarter of 2026 compared to 34.3%32.8% in the second quarter of 2025 and increased to 39.7% in the first quartersix months of 2026 compared to 33.5% in the first six months of 2025. Cost of processing and services as a percentage of processing and services revenue was negatively impacted by higher personnel costs of approximately 270330 basis points and 300 basis points; costs associated with our strategic One Fiserv transformation program of approximately 160180 basis points and 190 basis points; and higher data processing costscosts, including increased technology infrastructure expenses, of approximately 150200 basis points.points and 180 basis points in the second quarter and first six months of 2026, respectively.

Cost of product as a percentage of product revenue increased to 72.8%68.9% in the firstsecond quarter of 2026 compared to 63.0%57.3% in the second quarter of 2025 and increased to 70.8% in the first quartersix months of 2026 compared to 60.0% in the first six months of 2025. Cost of product as a percentage of product revenue in the second quarter and first quartersix months of 2026 was negatively impacted by higher personnel costs of approximately 260 basis points and 250 basis points, respectively, as well as a decrease in total company high margin data and analytics sales and license revenue compared to the prior year period.periods.

Selling, general and administrative expenses as a percentage of total revenue increased to 37.5%35.7% in the firstsecond quarter of 2026 compared to 32.8%31.0% in the second quarter of 2025 and increased to 36.6% in the first quartersix months of 2026 compared to 31.9% in the first six months of 2025. Selling, general and administrative expenses as a percentage of total revenue in the first quarter of 2026 was negatively impacted by higher personnel costs of approximately 200230 basis points and 220 basis points; costs associated with our strategic One Fiserv transformation program of approximately 150200 basis points and 160 basis points; and higher payments to distribution partners of approximately 100130 basis points.points and 110 basis points in the second quarter and first six months of 2026, respectively.

The first quartersix months of 2026 included a net gain on the sale-leaseback of certain facilities of $83 million.

Total operating income decreased $477$681 million, or 34%,40%, in the second quarter of 2026 and $1.2 billion, or 37%, in the first quartersix of 2026 compared to the first quarter of 2025. Total operating margin decreased 890 basis points to 18.3% in the first quartermonths of 2026 compared to the prior year period.periods. Total operating margin decreased to 19.2% and 18.7% in the second quarter and first six months of 2026 compared to 30.7% and 29.0%, respectively, in the prior year periods. Total operating income and total operating margin in both the second quarter and first six months of 2026 were negatively impacted by a decrease in high margin license revenue and data and analytics sales and license revenue,sales, along with higher costs to support the client experience, including personnel costs, costs associated with our strategic One Fiserv transformation program, and data processing costs.costs, including increased technology infrastructure expenses.

Operating income in our Merchant segment decreased $184$133 million, or 23%,14%, in the second quarter of 2026 and $317 million, or 18%, in the first quartersix of 2026 compared to the first quarter of 2025. Operating margin decreased 780 basis points to 26.4% in the first quartermonths of 2026 compared to the prior year period.periods. Operating margin decreased to 30.0% and 28.3% in the second quarter and first six months of 2026 compared to 34.6% and 34.4%, respectively, in the prior year periods. Operating income and operating margin in our Merchant segment were negatively impacted by a decrease in anticipation revenue in Argentina, as well as a decrease in high margin data and analytics sales; in both the second quarter and first six months of 2026. Operating income and operating margin in our Merchant segment were also negatively impacted by higher payments to distribution partners; in both the second quarter and higher personnel costs in the first quartersix months of 2026 compared to the first quarter of 2025.2026.

Operating income in our Financial segment decreased $271$332 million, or 24%,27%, in the second quarter of 2026 and $603 million, or 25%, in the first quartersix of 2026 compared to the first quarter of 2025. Operating margin decreased 940 basis points to 38.1% in the first quartermonths of 2026 compared to the prior year period.periods. Operating margin decreased to 38.7% and 38.4% in the second quarter and first six months of 2026 compared to 48.7% and 48.1%, respectively, in the prior year periods. The decrease in operating income and operating margin in our Financial segment in the second quarter and first quartersix months of 2026 was primarily due to a decrease in high margin license revenue and data and analytics sales and license revenue compared to the first quarter of 2025, along with higher personnel and data processing costs.

The operating loss in Corporate and Other increased $22$216 million in the second quarter of 2026 and increased $238 million in the first quartersix months of 2026 compared to the firstprior quarteryear of 2025.periods. The operating loss in the second quarter and first quartersix months of 2026 was negatively impacted by $142 million ofincluded costs associated with our strategic One Fiserv transformation program,program of $187 million and $329 million, respectively. The operating loss in the first six months of 2026 was partially offset by a net gain of $83 million on the sale-leaseback of certain facilities.

Interest expense, net increased $16$5 million, or 5%,1%, in the second quarter of 2026 and $21 million, or 3%, in the first quartersix months of 2026 compared to the firstprior quarteryear of 2025periods due to debt financing activities, including our public offering and issuances of $2.0 billion and €2.175 billion of senior notes in August 2025 and May 2025, respectively, as well as an increase in finance lease and other financing obligations, partially offset by lower variable weighted average interest rates on our foreign lines of credit.credit used to advance funds under our settlement anticipation program in Latin America. Interest expense, net in the second quarter and first six months of 2026 also includes the recognition of $22 million of unamortized losses on treasury lock agreements associated with a portion of our senior notes due in July 2049 that were early extinguished during the second quarter of 2026.

Other Income (Expense),Expense, Net

Other income (expense),expense, net wasdecreased $22$15 millionmillion, andor $(18) million38%, in the firstsecond quarter of 2026 and 2025,$55 respectively.million, or 96%, in the first six months of 2026 compared to the prior year periods. Other income (expense),expense, net includes the remeasurement of monetary assets and liabilities for subsidiaries located in highly inflationary economies, gains or losses from a sale or change in fair value of investments in equity securities, and amounts related to debt guarantee arrangements of certain joint ventures. The remeasurement of monetary assets and liabilities of subsidiaries located in Argentina, a highly inflationary economies, including Argentina,economy, resulted in foreign currency exchange gains (losses) of $21$30 million and $(18)$46 million for the three months ended MarchJune 31,30, 2026 and 2025, and $9 million and $64 million for the six months ended June 30, 2026 and 2025, respectively.

The income tax provision as a percentage of income before income taxes and income (loss) from investments in unconsolidated affiliates was 4.0%20.2% and 18.2%19.0% for the three months ended MarchJune 31,30, 2026 and 2025, and 13.2% and 18.6% for the six months ended June 30, 2026 and 2025, respectively. The effective income tax rate for the threesix months ended MarchJune 31,30, 2026 included the impact of a $293 million benefit related to the release of a valuation allowance against certain foreign net operating loss carryforwards that were determined to be realizable during the first quarter of 2026. This benefit was partially offset by a $39 million increase in U.S. federal unrecognized tax benefits for tax positions taken in prior years, $35 million in discrete tax expense from share-based awards and a $39 million increase in various other foreign valuation allowances.allowances during the first quarter of 2026. The net impact of these items in the first quarter of 2026 resulted in a lower effective income tax rate compared to the statutory tax rate.rate and prior year period. The effective income tax rate for the threefirst six months ended MarchJune 31,30, 2025 included discrete tax benefits from share-based awards, resulting in a lower effective income tax rate compared to the statutory income tax rate.

Our share of income (or loss) from unconsolidated affiliates accounted for using the equity method is reported aswithin income (loss) from investments in unconsolidated affiliates, and the related tax expense or benefit is reported within the income tax provision in the consolidated statements of income. Income (loss) from investments in unconsolidated affiliates, including acquired intangible asset amortization from valuations in purchase accounting, was $4$11 million and $(816) million in the firstsecond quarter of 2026 and 2025, and $15 million and $(24) million in the first six months of 2026 and 2025, respectively. Loss from investments in unconsolidated affiliates in the second quarter and first six months of 2025 included $16 million of non-cash impairment charges.

Net Income (Loss) Attributable to Noncontrolling Interests

Net income (loss) attributable to noncontrolling interests relates to the minority partners’ share of the net income or loss in our consolidated subsidiaries and was $2$3 million and $(3)$4 million in the firstsecond quarter of 2026 and 2025, and $5 million and $1 million in the first six months of 2026 and 2025, respectively.

Net income attributable to Fiserv, Inc. per share-diluted was $1.07$1.17 and $1.51$1.86 in the second quarter of 2026 and 2025, and was $2.24 and $3.36 in the first quartersix months of 2026 and 2025, respectively, driven by the impacts to net income attributable to Fiserv, Inc. described above. Net income attributable to Fiserv, Inc. per share-diluted also includes the impact of a reduction in our diluted weighted average outstanding shares due to our share repurchase program (3.31.7 million and 9.712.2 million shares of common stock were repurchased in the second quarter of 2026 and 2025, and 5.0 million and 21.9 million shares of common stock were repurchased in the first quartersix months of 2026 and 2025, respectively).

Our primary liquidity needs in the ordinary course of business are to: (i) fund normal operating expenses; (ii) meet the interest and principal requirements of our outstanding indebtedness, including finance lease and other financing obligations; and (iii) fund capital expenditures and operating lease payments. We believe these needs will be satisfied in both the short and long term using cash flow generated by our operations, along with our cash and cash equivalents of $829$627 million, proceeds from the issuance of U.S. dollar and Euro commercial paper, and available capacity under our revolving credit facility of $3.8$4.2 billion (net of $221 million of outstanding revolver borrowings and $4.0$3.8 billion of capacity designated for outstanding borrowings under our commercial paper programs, senior notes due within the next 12 months and letters of credit) at MarchJune 31,30, 2026.

Our operating cash flow was $599$2.1 millionbillion in the first threesix months of 2026, a decrease of 8%10% compared with $648$2.3 millionbillion in the first threesix months of 2025. The decrease was primarily attributable to lower profitability, partially offset by a lower use of working capital compared to the first threesix months of 2025, including trade accounts receivable collections and timing of prepaid expenses.expenses and accounts payable.

Our current policy is to use our operating cash flow primarily to fund capital expenditures, merchant and settlement anticipation cash advances, share repurchases, acquisitions and to repay debt rather than to pay dividends. Our capital expenditures were approximately 9% and 7%8% of our total revenue for the first threesix months of 2026 and 2025, respectively.

We repurchased 3.31.7 million shares of our common stock for $200approximately $100 million and 9.712.2 million shares of our common stock for $2.2 billion during the second quarter of 2026 and 2025, respectively. We repurchased 5.0 million shares of our common stock for approximately $300 million and 21.9 million shares of our common stock for $4.4 billion during the first threesix months of 2026 and 2025, respectively. On February 19, 2025, our board of directors authorized the purchase of up to 60.0 million shares of our common stock. This authorization does not expire. As of MarchJune 31,30, 2026, we had approximately 42.640.8 million shares remaining under our existing repurchase authorization. Shares repurchased are generally held for issuance in connection with our equity plans.

In the first quarter of 2026, we entered into sale leaseback arrangements for certain of our facilities for an aggregate net sales price of $201 million. ProceedsThe ofproceeds, $183which millionwere received in the first quartersix months of 20262026, were primarily used for general corporate purposes, including the repayment of debt. The remaining $18 million of proceeds are expected to be received in the second quarter of 2026.

At MarchJune 31,30, 2026, our debt consisted primarily of fixed-rate senior notes in the aggregate principal amount of $24.8$24.5 billion and $1.2 billion of outstanding borrowings under our commercial paper programs.billion. Interest on our U.S. dollar-denominated senior notes is paid semi-annually, while interest on our Euro and British Pound-denominated senior notes is paid annually. Interest on our revolving credit facility and commercial paper notes is generally paid weekly, or more frequently on occasion. A portion of our senior notes, in the aggregate notional amount of $775$1.5 million,billion, are designated as fair value hedges through fixed-to-floating interest rate swap contracts, which economically changes the hedged notes to variable rate debt. The fair value adjustments associated with our hedged senior notes, as reflected in the table above, are offset by the change in the fair value of the fixed-to-floating interest rate swap contracts.

At MarchJune 31,30, 2026, the 3.200% senior notes due in July 2026 and2026, 5.150% senior notes due in March 2027, and 2.250% senior notes due in June 2027 were classified in the consolidated balance sheet as long-term, as we have the intent to refinance this debt on a long-term basis, and the ability to do so under our commercial paper programs and revolving credit facility. Outstanding borrowings under the commercial paper programs are also classified in the consolidated balance sheet as long-term, as we have the intent to refinance this commercial paper on a long-term basis through the continued issuance of new commercial paper upon maturity, and also have the ability to refinance such commercial paper under our revolving credit facility.

Our variable rate debt consisted of the following at MarchJune 31,30, 2026:

We maintain various short-term lines of credit and other borrowing arrangements with foreign banks and alliance partners primarily to fund advances associated with operations in Latin America through our settlement anticipation program. The following table provides a summary of the outstanding borrowings and weighted average interest rates of our foreign lines of credit and other borrowing arrangements by country at MarchJune 31,30, 2026:

We also maintain a senior unsecured multicurrency revolving credit facility, which matures in August 2030 and provides for a maximum aggregate principal amount of availability of $8.0 billion. Borrowings under the credit facility bear interest at a variable base rate, determined by the term and currency of the borrowing, plus a specified margin based on our long-term debt rating. OutstandingThere were no outstanding borrowings under the revolving credit facility were $221 million at MarchJune 31,30, 2026. We are required to pay a facility fee based on the aggregate commitments in effect under the credit agreement from time to time.

During the first threesix months of 2026, we were in compliance with all financial debt covenants. Our ability to meet future debt covenant requirements will depend on our continued ability to generate earnings and cash flows. We expect to remain in compliance with all terms and conditions associated with our outstanding debt, including financial debt covenants.

We maintain noncontrolling ownership interests in Sagent M&C, LLC and defi SOLUTIONS Group, LLC (collectively, the “Lending Joint Ventures”). The Lending Joint Ventures maintain variable-rate term loan facilities with aggregate outstanding borrowings of $393$388 million in senior unsecured debt at MarchJune 31,30, 2026 and variable-rate revolving credit facilities with an aggregate borrowing capacity of $83 million with a syndicate of banks, which mature in April 2027. There were $44$36 million of aggregate outstanding borrowings on the revolving credit facilities at MarchJune 31,30, 2026. We have guaranteed the debt of the Lending Joint Ventures. We maintained a liability of $9$7 million at MarchJune 31,30, 2026 for the estimated fair value of our non-contingent obligations to stand ready to perform over the term of the guarantee arrangements. Such guarantees will be amortized in future periods over the contractual term of the debt. In addition, we maintained a contingent liability of $5$4 million at MarchJune 31,30, 2026, representing the current expected credit losses to which we are exposed. This contingent liability is estimated based on certain financial metrics of the Lending Joint Ventures and historical industry data, which is used to develop assumptions of the likelihood the guaranteed parties will default and the level of credit losses in the event a default occurs. We have not made any payments under the guarantees, nor have we been called upon to do so, and do not anticipate that the Lending Joint Ventures will fail to fulfill their debt obligations.

(1)Represents cash associated with: intermediary settlement advances; wholly owned entities subject to regulatory requirements; cash in transit; or cash in our joint ventures that is not available to fund operations outside of the respective entities unless approved by the board of directors of the relevant entity.