Fiserv, Inc. has commenced cash tender offers to purchase any and all of its outstanding 5.150% Senior Notes due 2027 and 4.400% Senior Notes due 2049. The offers are being made pursuant to an Offer to Purchase dated June 16, 2026. The total principal amount outstanding for the 5.150% notes is $750,000,000, while the 4.400% notes have an outstanding principal of $2,000,000,000. The consideration payable will be determined based on a fixed spread plus the yield to maturity of applicable U.S. Treasury Reference Securities.

The tender offers are scheduled to expire at 5:00 p.m., New York City time, on June 23, 2026, unless extended or terminated by the company. Holders may withdraw tendered notes at or prior to the expiration date. Settlement for validly tendered and accepted notes is expected to occur on June 26, 2026, which is the third business day after the expiration date. The company's obligation to purchase the notes is subject to conditions, including the receipt of proceeds from an offering of new euro-denominated senior notes.

Details of the Notes

The table below outlines the specific securities involved in the tender offers, including CUSIP numbers, principal amounts, and reference securities used for price determination.

Offer Conditions and Agents

The offers are not conditioned upon the tender of any minimum principal amount of the notes. Citigroup Global Markets Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC, and Wells Fargo Securities, LLC are acting as lead dealer managers. Global Bondholder Services Corporation is the tender and information agent. Investors may contact these entities for questions or to obtain the Offer to Purchase document, which contains the complete terms and conditions.

Fiserv, Inc. faces a legal investigation by Ademi LLP regarding potential breaches of fiduciary duty by its Board of Directors following the sudden resignation of Chief Executive Officer Michael P. Lyons. The Wisconsin-based law firm announced on June 15, 2026, that it is examining whether the board failed to act in the best interests of shareholders during the leadership transition. This scrutiny comes after Fiserv shares fell nearly 8% on the news of the CEO's departure, despite the company reaffirming its financial guidance for FY26.

Ademi LLP specializes in securities fraud and shareholder litigation. The firm is inviting affected shareholders to join the investigation or obtain additional information. The focus of the inquiry is the immediate resignation of Mr. Lyons and the subsequent appointment of Takis Georgakopoulos as the new CEO and Board member. The investigation aims to determine if the board's actions and disclosures surrounding the executive change complied with their fiduciary obligations.

Leadership Transition Details

Fiserv appointed Takis Georgakopoulos as its new Chief Executive Officer effective immediately, succeeding Mike Lyons, who stepped down to return to banking and become CEO of Truist Financial Corporation. Mr. Georgakopoulos joined Fiserv in late 2024, bringing over two decades of experience in payments, technology, and financial services. He previously served as Co-President leading Technology and Merchant Solutions and was the Global Head of Payments for J.P. Morgan's Corporate and Investment Bank.

Gordon Nixon, Chairman of the Fiserv Board of Directors, expressed confidence in the new leadership. "Takis is an exceptional leader whose strategic vision, technical depth, and knowledge of our clients have been instrumental since he joined Fiserv," Nixon said. The Board remains committed to the "One Fiserv" action plan outlined at Investor Day.

FY26 Financial Outlook

Despite the market volatility and legal scrutiny, Fiserv has confirmed its financial projections for the full year 2026, originally provided on May 5, 2026.

The company noted that definitions of the non-GAAP financial measures and related reconciliations are available in its earnings release. Fiserv shares were down 7.57% at $49.71 at the time of publication on Monday. Shareholders with information relevant to the investigation are encouraged to contact Ademi LLP.