DEF 14A of Fiserv Inc, Apr 2, 2026

DEF 14A of Fiserv Inc

Filed Apr 2, 2026 · FY20250001140361-26-013003

Open on EDGAR

  1. Looking Ahead

    Looking Ahead We believe no other company has the assets, breadth and scale to connect all parts of the financial ecosystem. Our position at the center of commerce and the growing connection between businesses and financial institutions provides unique opportunities in areas such as embedded finance, stablecoin, networks, and merchant liquidity. Our focus on service excellence and new technology, including artificial intelligence, is designed to accelerate our ability to capitalize on and scale these opportunities. We recognize the critical roles we play across both of our segments and are thankful for the opportunity to deliver value to our shareholders and clients. Please join us for our annual meeting which will be held online at www.virtualshareholdermeeting.com/FISV2026 on Thursday, May 21, 2026, at 10:00 a.m. Central time. Details for attending the meeting, and how and when to vote, are included in this proxy statement. Your vote is very important to us. If you are unable to attend the annual meeting, please vote in advance of the meeting online, by mail or by telephone to ensure your shares are represented. Thank you for your continued support and investment in Fiserv.

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    | Sincerely, | | | | | | Michael P. Lyons | Gordon M. Nixon | | Chief Executive Officer | Chairman of the Board |

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    Notice of 2026 Annual Meeting of Shareholders

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    | May 21, 2026 Thursday, at 10:00 a.m. (CT) | | Virtual Annual Meeting Site www.virtualshareholdermeeting.com/FISV2026, where you will be able to listen to the annual meeting live, submit questions and vote online |

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    Who Can Vote Holders of Fiserv stock at the close of business on March 24, 2026. Participating in the Virtual Annual Meeting The annual meeting will be held via live webcast to enable broad shareholder attendance and to provide a consistent experience to all shareholders regardless of location. Holders of Fiserv stock at the close of business on March 24, 2026 are entitled to participate in, examine our shareholder list at, and submit questions in writing during the annual meeting by visiting www.virtualshareholdermeeting.com/FISV2026. To participate in the annual meeting, you will need the 16-digit control number included on your notice of Internet availability of proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. The annual meeting will begin promptly at 10:00 a.m. (CT). Online check-in will begin at 9:45 a.m. (CT). Please allow ample time for the online check-in procedures. Date of Mailing On April 2, 2026, we will commence mailing the notice of Internet availability of proxy materials, or a proxy statement, proxy card and annual report, to shareholders.

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    | Matters to be Voted On | | | 1. | Election of eleven directors to serve for a one-year term and until their successors are elected and qualified. | | 2. | Approval, on an advisory basis, of the compensation of our named executive officers. | | 3. | Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026. | | 4. | Shareholder Proposal requesting an independent board chair policy. | | Any other business as may properly come before the annual meeting or any adjournments or postponements thereof. | | | By Order of the Board of Directors, | | | | | | Eric C. Nelson Secretary April 2, 2026 | |

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    Review your proxy statement and vote in one of four ways:

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    | Internet Visit proxyvote.com | By telephone Call the telephone number on your proxy card | By mail Sign, date and return your proxy card in the enclosed envelope | During the meeting Attend our annual meeting and cast your vote during the meeting |

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    | Important notice regarding the availability of proxy materials for the shareholder meeting to be held on May 21, 2026: The proxy statement, 2025 Annual Report on Form 10-K, and the means to vote by Internet are available at http://www.proxyvote.com. |

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    | Table of Contents | Proxy Summary | 4 | | | Annual Meeting Information | 4 | | | Director Nominees | 5 | | | At-A-Glance | 6 | | | Shareholder Engagement | 9 | | | Our Board of Directors | 12 | | | Our Director Nominees | 12 | | | Our Board’s Experience and Skills | 12 | | | Proposal 1: Election of Directors | 14 | | | Who We Are | 14 | | | How We Are Selected, Elected and Evaluated | 19 | | | How We Are Organized | 21 | | | How We Govern | 24 | | | How We Are Paid | 27 | | | How to Communicate with Us | 30 | | | Our Executive Pay | 31 | | | Proposal 2. Advisory Vote to Approve Executive Compensation | 31 | | | Letter from the Talent and Compensation Committee | 33 | | | Compensation Discussion and Analysis | 35 | | | Compensation Committee Report | 55 | | | Compensation Committee Interlocks and Insider Participation | 55 | | | Executive Compensation | 56 | | | Summary Compensation Table | 56 | | | Grants of Plan-Based Awards in 2025 | 59 | | | Outstanding Equity Awards at December 31, 2025 | 60 | | | Option Exercises and Stock Vested During 2025 | 62 | | | Potential Payments Upon Termination or Change of Control | 63 | | | Pay Versus Performance | 72 | | | Pay Ratio | 76 | | | Audit and Related Matters | 78 | | | Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm | 78 | | | Independent Registered Public Accounting Firm and Fees | 79 | | | Audit Committee Pre-Approval Policy | 79 | | | Audit Committee Report | 79 | | | Proposal 4: Shareholder Proposal | 81 | | | Fiserv’s Statement in Opposition | 83 | | | Our Shareholders | 85 | | | Common Stock Ownership | 85 | | | Voting, Meeting and Other Matters | 87 | | | Notice of Internet Availability of Proxy Materials | 87 | | | Who Can Vote | 87 | | | How to Vote | 87 | | | Proxies | 88 | | | How to Participate in the Meeting | 89 | | | Quorum | 89 | | | Shareholder Proposals for the 2027 Annual Meeting | 89 | | | Proxy Statement and Annual Report Delivery | 90 | | | Forward-Looking Statements | 91 | | | Appendix A – Non-GAAP Financial Measures | A-1 |

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    This summary highlights selected information in this proxy statement. Please review the entire proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025, before voting your shares. Annual Meeting Information

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    | | | | | Time and Date Thursday, May 21, 2026 10:00 a.m. (CT) | Virtual Meeting Site www.virtualshareholdermeeting.com/FISV2026 | Record Date March 24, 2026 |

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    | Items of Business | Board’s Recommendation | Where to Find Details | | 1. Election of eleven directors to serve for a one-year term and until their successors are elected and qualified. | FOR all nominees | P. 14 - 21 | | 2. Approval, on an advisory basis, of the compensation of our named executive officers. | FOR | P. 31 - 32 | | 3. Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026. | FOR | P. 78 | | 4. Shareholder Proposal requesting an independent board chair policy. | AGAINST | P. 81 - 84 |

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    Director Nominees Director Nominees

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    | | | | | | | | Committee Memberships | | | | | Directors | | Occupation | Age | Director Since | Independent | Other Public Directorships | Audit | Nominating and Corporate Governance | Talent and Compensation | Risk | | | Michael P. Lyons | Chief Executive Officer | 55 | 2025 | | | | | | | | | Gordon M. Nixon(1) | Former President and Chief Executive Officer of Royal Bank of Canada | 69 | 2026 | | 3(2) | | | | | | | Stephanie E. Cohen | Chief Strategy Officer of Cloudflare | 48 | 2025 | | | | | | | | | Henrique de Castro | Former Chief Operating Officer of Yahoo! Inc. | 60 | 2019 | | 1 | | | | | | | Harry F. DiSimone | Former President of Commerce Advisors, Inc. | 71 | 2018 | | | | | | | | | Céline Dufétel | Chief Financial Officer of Bridgewater Associates, LP | 45 | 2026 | | | | | | | | | Lance M. Fritz | Former Chairman, President and Chief Executive Officer of Union Pacific Corporation | 63 | 2024 | | 1 | | | | | | | Ajei S. Gopal | President and Chief Executive Officer of Procore Technologies, Inc. | 64 | 2024 | | 2(3) | | | | | | | Wafaa Mamilli | Executive Vice President, Chief Digital and Technology Officer of Roche | 58 | 2021 | | | | | | | | | Gary S. Shedlin | Vice Chairman of BlackRock, Inc. | 62 | 2026 | | | | | | | | | Charlotte B. Yarkoni | Former President of Commerce, Ecosystems, Cloud & AI of Microsoft | 56 | 2023 | | 1 | | | | |

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    | (1) Chairman of the Board |

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    | (2) Mr. Nixon will not stand for re-election as a director of BCE Inc. (“BCE”) at BCE’s general shareholder meeting on May 7, 2026, following which he will hold two public directorships other than Fiserv. |

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    | (3) Mr. Gopal will not stand for re-election as a director of Synopsys, Inc. (“Synopsys”) at Synopsys’s annual meeting of stockholders on April 16, 2026, following which he will hold one public directorship other than Fiserv. |

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    | | Committee Chair |

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    At-A-Glance In 2025, we strengthened our focus on client service, world-class execution, value-added technology solutions and innovation. Following a rigorous analysis, we announced our new One Fiserv action plan, and updated our financial baseline and growth plan. Our One Fiserv action plan focuses on prioritizing and enhancing client focus across five strategic pillars: operating with a client-first mindset, building the pre-eminent small business operating platform through Clover®, creating differentiated platforms in finance and commerce, delivering operational excellence enabled by artificial intelligence, and employing disciplined capital allocation for the long-term. In connection with the One Fiserv action plan, we have embraced the use of emerging technology, including generative and agentic artificial intelligence, to enhance our mission-critical software solutions, ignite our gateways and orchestration layers, facilitate embedded finance and improve our operations. With a focus on sustainable financial performance, client satisfaction and operational discipline, 2026 will be a critical investment and transition year for us, and is expected to establish the foundation for Fiserv to be a durable growth compounder generating compelling and predictable returns. Leadership Changes We made a number of leadership updates in 2025, including the appointment of our new Chief Executive Officer, Michael P. Lyons. Mr. Lyons was appointed President and CEO-Elect effective January 27, 2025, and served in that position until he assumed the role of Chief Executive Officer on May 6, 2025. Mr. Lyons brings significant industry experience, strategic insight, and a demonstrated track record of operational excellence. As former President of The PNC Financial Services Group, one of Fiserv’s largest clients, he assumed the role of Chief Executive Officer with a strong understanding of our customers and their needs, positioning him well to lead the company into its next chapter of execution and value creation. Mr. Lyons has also emphasized a commitment to execution and client service to support long-term shareholder value. In coordination with the board, Mr. Lyons has made changes to our senior leadership team and organizational structure to position Fiserv for long-term success. These new appointments and organizational changes support our priorities to enhance client focus across key strategic pillars and promote long-term value, with the new members of our senior leadership team bringing skills and experience aligned with the company’s strategic initiatives. These updates reflect our commitment to building a world-class leadership team united in prioritizing a culture of strong execution and client service. The following is a summary of these 2025 leadership changes.

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    | • | Effective October 31, 2025, the company appointed Paul M. Todd as Chief Financial Officer. Mr. Todd has a strong track record as a public company chief financial officer, including serving as the Chief Financial Officer of Global Payments, Inc., with valuable industry experience, insight into emerging industry trends, and execution success. |

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    | • | Effective December 1, 2025, the company appointed Panagiotis (Takis) Georgakopoulos and Dhivya Suryadevara as Co-Presidents. In his role as Co-President, Mr. Georgakopoulos is responsible for the company’s Merchant Solutions business. He previously served as Executive Vice President and Chief Operating Officer, and brings strategic vision, operational expertise and deep technical leadership to the role. Ms. Suryadevara joined the company as Co-President and is responsible for the company’s Financial Solutions business. She brings extensive experience across banking, payments, finance and technology – areas critical to Fiserv’s long-term strategy and growth. |

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    Board of Directors and Governance

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    | • | Board Membership. Our board is composed of members who are leaders in their respective fields. Over the past several years, the board has added the skills and experience to oversee our strategic priorities. Since 2024, the board has appointed six new independent directors: Lance Fritz, Ajei Gopal, Stephanie Cohen, Céline Dufétel, Gordon Nixon and Gary Shedlin, with the latter three joining our board on January 1, 2026. These additions bring deep expertise in financial services, payments, digital and ecommerce innovation, capital allocation and global operational leadership, directly supporting our enhanced focus on execution, client-centricity, operational rigor and long-term value creation. |

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    Mr. Nixon joined as independent Chairman, bringing extensive experience as a leader in the global financial industry, including as former Chief Executive Officer of Royal Bank of Canada and as a public company director. Mr. Shedlin, former Chief Financial Officer and current Vice Chair at BlackRock, brings a strong track record of successfully executing on key strategic initiatives and strengthening relationships with clients and partners. Ms. Dufétel, Chief Financial Officer of Bridgewater Associates, brings a differentiated investor perspective from her former Chief Financial Officer and Chief Operating Officer roles at T. Rowe Price and senior-level positions at Neuberger Berman, as well as deep industry experience as former President and Chief Operating Officer of Checkout.com. Mr. Nixon and Mr. Shedlin were identified as potential director candidates by our current chief executive officer and Ms. Dufétel was identified by a third-party search firm. These appointments emphasize the board’s commitment to aligning its capabilities with the evolving needs of the business, as reflected in the director skills matrix included in this proxy statement.

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    | • | Board Leadership. The board believes strong and effective leadership is essential and maintains flexibility to adopt governance structures that it believes best serve our company and our shareholders. In 2025, the board determined to separate the roles of chairman and chief executive officer and appointed Doyle Simons as independent Chairman of the Board effective May 6, 2025. Subsequently, the board appointed Mr. Nixon as independent Chairman of the Board effective January 1, 2026 to succeed Mr. Simons upon his retirement. In appointing Mr. Nixon, the board considered his significant service as a public company director, including experience as both an independent chairman and lead independent director of large public companies. His background in governance, strategy oversight and disciplined execution positions him well to guide the board and support our strategic priorities. Mr. Nixon brings significant expertise, judgment and leadership to this role. |

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    | • | Committee Rotation. In early 2026, with the addition of three new directors, and as a part of our annual committee refreshment process, we reconstituted our committee memberships and chair positions. Ms. Yarkoni was appointed to the nominating and corporate governance committee and Mr. Gopal was appointed committee chair. Mr. Shedlin and Ms. Dufétel were appointed to the audit committee, with Mr. Shedlin assuming the role of committee chair. Messrs. Fritz and Shedlin were appointed to the talent and compensation committee, with Mr. Fritz assuming the role of committee chair. Ms. Dufétel was appointed to the risk committee. These changes reflect our ongoing commitment to appoint directors to committees where they are able to maximize their impact and best position directors to use their skills to provide effective oversight and deliver value to our shareholders. |

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    | • | Board Performance and Engagement. Through annual board assessments, full board discussions and third-party evaluations, we strive to maintain a board with the skills and experience to advance our strategy and provide effective oversight. We conduct annual evaluations of board, committee and individual director performance. Our independent chairman of the board facilitates discussions based upon the feedback received and engages with directors individually, and with the board as a whole, to discuss potential opportunities. We also periodically engage a third party to interview our directors regarding individual director and board performance and areas for enhanced skills and performance opportunities. In addition, we continue to focus on our director education program, which includes product demonstrations or presentations from external experts at each regular board meeting covering topics including emerging technology, artificial intelligence developments, the regulatory landscape, updates on the economy, administration and policy initiatives, as well as investor and governance updates. |

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    | • | Director Onboarding. In 2025, we refined our director onboarding program to help accelerate director integration and enable new directors to contribute effectively from the outset while supporting long-term engagement. As part of our onboarding program, we provide written orientation materials promptly following appointment and arrange structured meetings with senior management, committee chairs and key function leaders to familiarize directors with our strategy, operations, risk management and governance framework. These sessions cover a wide range of topics including the company’s strategies, key objectives for each business segment and corporate function, financial results and reporting, capital allocation, client engagement, human capital management, internal and external audit matters, corporate governance and legal updates. In addition, we arrange meetings |

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    with external advisors, including industry experts and our auditor, and provide committee-specific briefings and ongoing education opportunities to ensure directors develop a strong foundational knowledge of Fiserv, our business and the evolving environment in which we operate.

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    | • | Board Limits. Our governance guidelines provide that independent directors may serve on no more than four boards of directors of for-profit enterprises, including our board, without approval of our board of directors. Our governance guidelines also require that the nominating and corporate governance committee considers each director’s time commitments, including those related to employment and other board service, as part of the annual director nomination process to ensure that our directors have adequate time to fulfill their responsibilities. |

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    Executive Compensation

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    | • | Compensation Metrics. The talent and compensation committee re-evaluated the incentive compensation metrics and weightings for our annual cash incentive awards and performance share units in light of our strategic transformation and the One Fiserv action plan and approved certain updates for fiscal 2026 compensation to better align to our evolving strategy. |

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    | • | Equity Compensation. Equity continues to comprise a significant majority of the incentive compensation provided to executive officers, thus aligning their interests with the interests of our shareholders and promoting long-term value creation. |

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    | • | Clawback Policy. We maintain a compensation recoupment policy that fully complies with Securities and Exchange Commission rules and Nasdaq Global Select Market (Nasdaq) listing standards. In addition to the mandatory recoupment, the policy permits recoupment of all types of compensation (including but not limited to time-vesting equity awards as well as performance-based equity awards) other than base compensation for a restatement of our operating or financial results, a violation of our code of conduct or the law, or non-compliance with restrictive covenants, among other circumstances. The policy is available on our website at www.Fiserv.com and in our Annual Report on Form 10-K. |

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    Corporate Social Responsibility

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    | • | Associate Engagement. In 2025, 90% of our associates participated in our annual global associate engagement survey. We scored highest in the operational excellence and manager effectiveness categories, reflecting our associates’ belief that Fiserv fosters an environment where associates can thrive and succeed. We also continued to focus on providing associates with training, learning and career development opportunities and building our recruiting and internal mobility programs, and continued to cultivate leadership at all levels through programs such as Leadership Academy and Leading Fiserv, empowering excellence, engagement and growth. |

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    | • | Business and Community Impact. In 2025, Fiserv was named to the TIME100 Most Influential Companies. Central to the company’s TIME recognition is Clover, our cloud-based point-of-sale and business management platform that serves small and medium-sized businesses. By enabling commerce, payments and financial and business services, Clover delivers solutions that enable, connect and empower people, businesses and communities with market-leading technology. |

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    | • | Engaging the U.S. Military Community. Through Fiserv Salutes, we hire and support veterans and spouses, creating career pathways via partnerships. A core tenant of Fiserv’s veterans hiring and support programs is Fiserv Salutes, the company’s engagement program focused on providing educational resources, mentorship and career opportunities to U.S. service members, veterans and military spouses. Fiserv also partners with organizations like Hiring our Heroes, 50Strong, the D’Aniello Institute for Veterans and Military Families, and Student Veterans of America®, to strengthen its connection with the military community and provide meaningful pathways for employment at Fiserv. We were recognized in 2025 as a Vets Ready Employer by the Wisconsin Department of Workforce Development, highlighting the company’s focus on supporting the military community as a leader for hiring and supporting those that have served our country. |

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    | • | Green Building Design. As part of our real estate strategy, we continue to incorporate green building design principles into new construction, renovation and building projects. As of 2025, we had over 750,000 square feet of LEED-certified office space. This includes our executive offices in New York City (LEED Gold), our New Jersey technology campus (LEED Platinum), our collaboration center in Dublin, Ireland (LEED Platinum), our Milwaukee, Wisconsin Headquarters (LEED Gold), and our office in Columbus, Ohio (LEED Silver). |

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    Shareholder Engagement Our investor relations team and members of senior management regularly communicate with our shareholders, including in connection with quarterly earnings calls, analyst meetings, and investor and industry conferences. In addition, members of senior management engage with shareholders regarding corporate governance and related matters throughout the year to understand their priorities and areas of focus. Prior to our annual meeting of shareholders in May 2025, we conducted shareholder engagement focused on leadership changes, board refreshment and compensation-related matters. In late 2025 and early 2026, we conducted shareholder engagement focused on company performance, leadership changes, board refreshment and compensation-related matters. We extended invitations to meet with shareholders collectively owning over 50% of our outstanding shares and engaged with shareholders collectively owning nearly 30% of our shares. Mr. Fritz, as then-chair of our nominating and corporate governance committee, participated in a significant majority of these meetings. Feedback received from these discussions helped inform enhancements to our executive compensation program and compensation- and governance-related disclosures. In our discussions, shareholders expressed positive views regarding leadership additions and board refreshment. Shareholders also expressed support for continued use of equity-based awards as a significant component of our compensation program and our focus on aligning compensation with the interests of our shareholders and long-term value creation. The table below outlines board, governance and compensation-focused feedback during fall 2025 engagements, as well as the board’s considerations to address each topic. Board and Governance Matters

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    | What We Heard | What We Do | | Shareholders expressed support for board refreshment and committee rotation | • Since 2024, we have added six new independent directors, each of whom has C-suite experience. These appointments reflect our commitment to maintaining a highly qualified board with the appropriate expertise to oversee our evolving strategy shifts. Our board’s thoughtful mix of tenures ensures fresh perspectives from newer directors, which complement the experience and institutional knowledge of our longer-serving members. Our independent directors have demonstrated flexibility in continuing to evaluate and assess board composition and leadership • With the addition of new directors, we also reconstituted board committee memberships and chair positions to align director skills with the strategic needs of the company as it evolves • In 2025, the board determined it was appropriate to separate the roles of chairman and chief executive officer and to appoint Mr. Simons, our then-lead independent director, as independent Chairman of the Board, effective upon our former chief executive officer’s resignation. Following Mr. Simons’ retirement, the board appointed Mr. Nixon as independent Chairman of the Board. Mr. Nixon’s background as a global financial institution leader and public company director positions him well to guide the board and support the company’s strategic priorities |

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    | What We Heard | What We Do | | Shareholders asked about the skills and capabilities of our board members, including how the new additions complement board composition | • As part of our board refreshment process and in light of our evolving business, we thoughtfully considered the mix of skills, experiences and perspectives necessary to support the oversight of all aspects of our business and strategy • Our directors bring a highly relevant combination of industry and functional expertise, proven strategic and operating leadership across strategy, payments, technology and risk management and a demonstrated track record of innovation and growth. The new additions to our board bolster the skills and experiences represented on our board through their executive experience within financial services, extensive knowledge of strategy and transformation, financial expertise and strong track record of independent oversight | | Shareholders asked for details regarding how the board onboards new directors into their roles | • We continued to focus on our director education program, which includes product demonstrations and presentations from outside experts on emerging technology, artificial intelligence developments, the regulatory landscape, updates on the economy, administration and policy initiatives, as well as investor and governance updates • We refined our director onboarding program to accelerate director integration and support our goals of enabling new board members to make an immediate impact and promoting long-term engagement. The program includes comprehensive written materials, engagement with management and committee chairs, and meetings with industry experts and other third parties | | Shareholders expressed interest in the company’s governance and use of artificial intelligence and related skillsets on the board | • We are developing innovative solutions that use artificial intelligence and machine learning capabilities to help us enhance our efficiency and productivity and deliver innovative products and services to our clients • We established several oversight bodies and clear policies and guidelines that document our expectations regarding the responsible use of artificial intelligence as well as a “clearinghouse” to review artificial intelligence use cases • The board has made artificial intelligence governance a priority and ensured it has expertise to oversee this area, including several directors with deep experience in technology, data analytics, and risk management from leading global financial institutions and technology-driven organizations • The board also receives updates from external experts to stay current on emerging artificial intelligence risks and regulatory developments |

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    Compensation Matters

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    | What We Heard | What We Do | | Shareholders noted the importance of aligning compensation metrics with strategy to support long-term sustainable growth | • Our talent and compensation committee reviewed our compensation mix and incentive metrics to maximize alignment to our go-forward action plan and pay-for-performance philosophy • We updated our annual cash incentive plan for executive officers for 2026 with metrics focused on adjusted revenue for incentive compensation, adjusted operating margin, and the One Fiserv action plan, each weighted equally. We also amended our annual performance share unit design for our management committee for 2026 with metrics of relative total shareholder return (“TSR”), adjusted revenue growth, adjusted earnings per share and free cash flow conversion, with relative TSR and adjusted earnings per share each weighted at 30% and adjusted revenue growth and free cash flow conversion each weighted at 20%. These changes further align the program with shareholder feedback, the broader market and our strategic goals • We continue to award the majority of executive officer compensation in equity and set incentive targets designed to appropriately challenge and motivate performance that supports long-term shareholder value creation. For the relative TSR component, performance above median is required for target level vesting and payouts are capped at target if our absolute TSR over the three-year period is negative | | Shareholders expressed the importance of chief executive officer and senior management retention | • Our Compensation Discussion and Analysis (page 35) (“CD&A”) describes leadership changes and applicable sign-on compensation, including replacement equity granted to new named executive officers for certain foregone compensation and forfeited awards at prior employers, and compensation decisions that support retention in the context of leadership transitions and our strategic reset |

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    Our Director Nominees The board seeks to be comprised of directors with a broad set of skills, experiences, and backgrounds to ensure diverse perspectives and contemporary ideas. The board is comprised of individuals with proven business experience and significant accomplishments as well as diverse board tenure, age, and backgrounds. In particular, five nominees have served on the board for less than two years, four have served between two and five years, and two have served for more than six years. Our Board’s Experience and Skills The collective experience of our director nominees reflects a balanced mix of the skills, expertise, background and viewpoints that we believe are integral to a well-functioning board. The following table summarizes the skills for each director nominee under criteria we have identified as most relevant to our current business strategy. More detailed information about each nominee’s qualifications, skills and experience follows under “Who We Are.”

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    | | Nixon | Lyons | Cohen | de Castro | DiSimone | Dufétel | Fritz | Gopal | Mamilli | Shedlin | Yarkoni | | “C-Level” Executive Leadership | • | • | • | • | • | • | • | • | • | • | • | | Compensation and Talent | • | • | • | • | • | • | • | • | • | • | • | | Ecommerce, Mobile, Digital | • | • | • | • | • | • | | | • | | • | | Finance | • | • | • | • | • | • | • | • | • | • | • | | Global Experience | • | • | • | • | • | • | | • | • | • | • | | Government, Regulatory, Geopolitical | • | • | • | | | • | • | | | • | • | | Payments | | • | • | • | • | • | | | | | • | | Public Company Board | • | | | • | | | • | • | | | • | | Risk Management | • | • | • | • | • | • | • | | • | • | • | | Strategy | • | • | • | • | • | • | • | • | • | • | • | | Technology and Information Security | | • | • | | • | • | • | • | • | | • |

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    Our Board’s Experience and Skills Category Guidelines A general, non-exclusive standard for each of the categories is that the respective experience should be, as applicable, current or recent; at the C-suite or senior management level; gained at a large, complex, global company; and at a company generally known to and well-regarded by relevant peers.

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    | Skill / Experience | Description | | “C-Level” Executive Leadership | Experience as chief executive officer, chief financial officer or other executive-level manager. | | Compensation and Talent | Experience in enterprise-wide human capital management and the development of human and other talent resources; employee engagement; employee training and development; and corporate culture. Experience in C-suite and other senior management performance evaluation, compensation and succession planning. | | Ecommerce, Mobile, Digital | Experience in the oversight and ongoing development of financial and other technologies that innovate and measurably improve business and customer services and experiences. Experience in sophisticated mobile and digital consumer experiences or marketing and related strategic business matters. | | Finance | Experience in the oversight and management of public company financial reporting, including the design, maintenance and effectiveness of internal control over financial reporting and disclosure controls and procedures, accounting and auditing. Experience in the oversight or design of capital structure strategies and policies, including capital market and other financing activities. | | Global Experience | Experience working or residing outside of the U.S. or managing a complex organization doing business internationally, sufficient to enable current global perspective and general understanding of current geopolitical issues. | | Government, Regulatory, Geopolitical | Experience related to compliance and regulation in complex, highly regulated industries, in particular in the global financial services or fintech and technology industries. Experience in government, public policy, or consulting organizations with oversight of or expertise in the global financial services or fintech and technology industries or other highly regulated industries. Experience within global retail or commercial banking, investment management or financial markets. | | Payments | Experience with payments – particularly digital payments, including debit, credit, ACH, person-to-person, and person-to-business – with knowledge of processing infrastructure and settlement risk. | | Public Company Board | Outside experience as a public company director. | | Risk Management | Experience in the oversight, design and/or testing of enterprise risk management (ERM) and internal controls in alignment with or integrated into strategy. Experience in the integration of corporate social responsibility factors into ERM. | | Strategy | Experience in the development and execution of business strategies designed to foster growth, including relative to sales and marketing, product, and capital allocation decisions for acquisitions, divestitures, and other strategic investments. | | Technology and Information Security | Experience managing large technology projects or business transformations through large-scale software or infrastructure development. Experience in data management and information security, including artificial intelligence, cybersecurity and data privacy. |

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    Proposal 1: Election of Directors Each person listed below is nominated for election to serve as a director until the next annual meeting of shareholders and until his or her successor is elected and qualified.

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    | For | The board of directors recommends that you vote “For” each of its nominees for director. |

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    Who We Are

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    | Age: 55 Director since: 2025 Committees: • None | Michael P. Lyons | | | Mr. Lyons has served as our Chief Executive Officer since May 2025, and previously served as our President and CEO-Elect from January 2025 to May 2025. | | | Business Experience | | | Prior Positions | | | • President of The PNC Financial Services Group, Inc. and PNC Bank, National Association (2024-2025) • Executive Vice President and Head of Corporate and Institutional Banking at PNC (2011-2024) • Head of Corporate Development and Strategic Planning for Bank of America (2010-2011) | | | Reasons For Nomination | | | • Currently serves as our Chief Executive Officer, providing deep insight into the company’s strategy, operations, and long-term value creation • Extensive experience in the financial services and banking industries, contributing seasoned leadership and industry perspective |

  54. Looking Ahead

    | Age: 69 Director since: 2026 Chairman since: 2026 Committees: • None | Gordon M. Nixon | | | Mr. Nixon most recently served as President and Chief Executive Officer of Royal Bank of Canada, a global financial services company. | | | Business Experience | | | Current Directorships | | | • BCE Inc., a communications company (public); Mr. Nixon became a director in 2014 and has decided not to stand for re-election at the upcoming general shareholder meeting in May 2026 • BlackRock, Inc., a leading investment management firm (public) • George Weston Limited, a holding company with retail and real estate businesses (public) | | | Prior Positions | | | • President and Chief Executive Officer of Royal Bank of Canada (2001-2014) • A variety of leadership positions at RBC Dominion (later known as RBC Capital Markets), including Head of Investment Banking, Head of Corporate Banking, and CEO of RBC Capital Markets | | | Reasons For Nomination | | | • Extensive experience as a global financial institution leader, providing deep perspective on strategy, risk management, and governance in complex, regulated environments • Strong background as a public company director, bringing seasoned oversight, judgment, and governance expertise |

  55. Looking Ahead

    | Age: 48 Director since: 2025 Committees: • Audit • Risk | Stephanie E. Cohen | | | Ms. Cohen has served as Chief Strategy Officer of Cloudflare, a leading cloud connectivity company, since 2024. | | | Business Experience | | | Prior Positions | | | • Global Head of Platform Solutions at Goldman Sachs, a global investment bank and financial services company (2023-2024) • Global Co-Head of Consumer & Wealth Management at Goldman Sachs (2021-2022) • Chief Strategy Officer at Goldman Sachs (2018-2020) • Global Head of Financial Sponsors M&A at Goldman Sachs (2015-2017) • Global Head of General Industrials and Global Co-Head of Industrial M&A at Goldman Sachs (2011-2014) • A variety of other positions at Goldman Sachs since 1999 | | | Reasons For Nomination | | | • Technology leader with extensive management experience in the global financial services industry, bringing a strong perspective on innovation and transformation • Provides deep insight into the intersection of technology, operations, and financial services strategy |

  56. Looking Ahead

    | Age: 60 Director since: 2019 Committees: • Nominating and Corporate Governance • Talent and Compensation | Henrique de Castro | | | Mr. de Castro most recently served as an advisor to Cantor Fitzgerald, a global financial services firm. | | | Business Experience | | | Current Directorships | | | • Banco Santander, S.A., a Spanish multinational commercial bank (public) | | | Prior Public Directorships | | | • Target Corporation, a general merchandise retail company (2013-2020) • First Data Corporation (2017-2019) • CF Finance Acquisition Corp., a special purpose acquisition company (2018-2019) | | | Prior Positions | | | • Chief Operating Officer of CF Finance Acquisition Corp. (2018-2019) • Advisor to Cantor Fitzgerald (2015-2019) • Chief Operating Officer at Yahoo! Inc., a web services firm (2012-2014) • President of Partner Business Worldwide, President of Media, Mobile & Platforms Worldwide and other senior executive positions at Google, a multinational technology company (2006-2012) • Senior positions at Dell Corporation, a computer technology company • Senior positions at McKinsey & Company, a leading global management consulting firm | | | Reasons For Nomination | | | • Leadership and management experience in the global technology industry, including expertise in scaling platforms and driving global growth strategies • Contributes strategic and operational insight from leading large, complex technology organizations operating at global scale |

  57. Looking Ahead

    | Age: 71 Director since: 2018 Committees: • Audit • Risk | Harry F. DiSimone | | | Mr. DiSimone most recently served as the President of Commerce Advisors, Inc., a consulting and advisory services firm for the retail financial services and payments industries. | | | Business Experience | | | Prior Positions | | | • President of Commerce Advisors, Inc. (2008-2020) • Managing Partner and Co-Founder of Encore Financial Partners, Inc., a company focused on the acquisition and management of banking organizations in the United States (2010-2015) • Executive Vice President, Chief Operating Officer of the Chase credit card business, Private Label Card and Merchant Processing Executive, Retail Bank Chief Marketing Officer, Consumer Banking, Investments and Insurance Executive, Chase Personal Financial Services Executive and other senior level positions at JPMorgan Chase & Co., a global financial services company, and its predecessor organizations (1976-2008) • Advisor to retail banking and payment organizations, including The Direct Marketing Association, the NYCE Payment Network, Chase Paymentech, Mastercard’s U.S. Business Committee, Visa Global Advisors, the New York Clearing House’s Strategic Planning Committee and the Federal Reserve Bank’s Payment Card Council | | | Reasons For Nomination | | | • Extensive experience in the banking, payments and financial services industries, offering deep industry knowledge and practical operating perspective • Provides seasoned insight into financial services operations and risks relevant to the company’s business |

  58. Looking Ahead

    | Age: 45 Director since: 2026 Committees: • Audit • Risk | Céline Dufétel | | | Ms. Dufétel has served as Chief Financial Officer of Bridgewater Associates, LP, an investment management firm, since May 2025. | | | Business Experience | | | Prior Positions | | | • President of Checkout.com, a digital payments company (2023-2024) • Chief Financial Officer and Chief Operating Officer of Checkout.com (2021-2023) • Chief Financial Officer and Chief Operating Officer of T. Rowe Price, a financial services company (2021) • Chief Financial Officer of T. Rowe Price (2017-2021) • Partner at McKinsey & Company, a leading global management consulting firm | | | Reasons For Nomination | | | • Seasoned executive with leadership experience in the financial services, digital payments, and asset management industries, providing broad industry perspective • Brings a strong investor perspective, contributing insight on strategy, capital allocation, and long-term value creation |

  59. Looking Ahead

    | Age: 63 Director since: 2024 Committees: • Talent and Compensation, Chair • Audit | Lance M. Fritz | | | Mr. Fritz most recently served as Chairman, President and Chief Executive Officer of Union Pacific Corporation, a leading transportation company. | | | Business Experience | | | Current Directorships | | | • Parker Hannifin Corporation, a motion and controls technology company (public) | | | Prior Public Directorships | | | • Union Pacific Corporation (2015-2023) | | | Prior Positions | | | • Chairman, President and Chief Executive Officer of Union Pacific Corporation (2015-2023) • A variety of other leadership positions at Union Pacific Corporation since 2000 | | | Reasons For Nomination | | | • Extensive leadership, operations, government and regulatory, risk management, and public company experience gained through years of service as chief executive officer and chairman of a public company • Provides seasoned executive judgment and governance experience relevant to overseeing a large, complex public company |

  60. Looking Ahead

    | Age: 64 Director since: 2024 Committees: • Nominating and Corporate Governance, Chair • Talent and Compensation | Ajei S. Gopal | | | Mr. Gopal has served as President and Chief Executive Officer of Procore Technologies, Inc., a global provider of cloud-based construction management software, since November 2025. | | | Business Experience | | | Current Directorships | | | • Procore Technologies, Inc. (public) • Synopsys, Inc., an engineering solutions provider (public) | | | Prior Public Directorships | | | • ANSYS, Inc., an engineering simulation solutions provider (2011-2025) • Citrix Systems, a cloud computing and virtualization technology company (2017-2021) | | | Prior Positions | | | • President and Chief Executive Officer of ANSYS, Inc. (2017-2025) • President and Chief Operating Officer of ANSYS, Inc. (2016) • Operating Partner at Silver Lake Partners, a leading private equity technology investor (2013-2016) • Senior Vice President and General Manager, HP Software (2011-2013) • Executive Vice President at CA Technologies (2006-2011) • Executive Vice President and Chief Technology Officer at Symantec (2004-2006) • Founder of ReefEdge Networks (2000-2004) • Various positions at IBM (1988-2000) | | | Reasons For Nomination | | | • Extensive executive, operational, and technology experience, offering a strong perspective on enterprise leadership and execution • Contributes deep insight into managing complex organizations and driving operational excellence |

  61. Looking Ahead

    | Age: 58 Director since: 2021 Committees: • Risk, Chair • Nominating and Corporate Governance | Wafaa Mamilli | | | Ms. Mamilli has served as Executive Vice President, Chief Digital and Technology Officer of Roche, a biotechnology, pharmaceutical and diagnostics company, since February 2025. | | | Business Experience | | | Prior Positions | | | • Executive Vice President, Chief Digital & Technology Officer and Group President for China, Brazil and Precision Animal Health of Zoetis, Inc., a global animal health company (2022-2025) • Chief Information and Digital Officer of Zoetis (2020-2022) • Global Chief Information Officer for business units at Eli Lilly and Company, a pharmaceutical company (2019-2020) • A variety of leadership positions at Eli Lilly since 1995, including Chief Information Security Officer (2016-2019) | | | Reasons For Nomination | | | • Extensive global experience and technology experience, including expertise in cybersecurity, digital, and analytics • Brings valuable perspective on technology, risk, data, and digital transformation in a global operating environment |

  62. Looking Ahead

    | Age: 62 Director since: 2026 Committees: • Audit, Chair • Talent and Compensation | Gary S. Shedlin | | | Mr. Shedlin has served as Vice Chairman of BlackRock, Inc., a leading investment management firm, since 2023. | | | Business Experience | | | Prior Positions | | | • Chief Financial Officer of BlackRock, Inc. (2013-2023) • Vice Chairman, Investment Banking, and a Managing Director in the Financial Institutions Group of Morgan Stanley, a global financial services firm (2010-2012) • Chairman of Financial Institutions Group and other senior positions at Citigroup Inc., a global banking company (2004-2010) • Co-Head of the Financial Institutions Group and a variety of other positions at Lazard, a financial advisory and asset management firm (1990-2004) | | | Reasons For Nomination | | | • Deep experience in leadership, finance and audit, including ten years’ experience as a chief financial officer • Provides strong financial oversight, capital allocation, and risk management expertise to the board |

  63. Looking Ahead

    | Age: 56 Director since: 2023 Committees: • Nominating and Corporate Governance • Risk | Charlotte B. Yarkoni | | | Ms. Yarkoni most recently served as President of Commerce, Ecosystems, Cloud & AI of Microsoft Corporation, a global technology provider. | | | Business Experience | | | Current Directorships | | | • TransUnion, a global information and insights company (public) | | | Prior Positions | | | • President of Commerce, Ecosystems, Cloud & AI of Microsoft (2022-2025) • Vice President and Chief Operating Officer, Cloud & AI of Microsoft (2021-2022) • Vice President, Commerce and Ecosystems of Microsoft (2016-2021) • President of Telstra Software Group, a strategic global software business (2013-2016) • Senior Vice President, Cloud Services, of VMware, a leading provider of multi-cloud services (2011-2013) | | | Reasons For Nomination | | | • Proven technology leader with an extensive background in cloud-based applications, providing deep insight into modern technology platforms • Brings executive experience from both public and privately held technology firms, contributing strong operational and governance perspective to the board |

  64. Looking Ahead

    How We Are Selected, Elected and Evaluated More About Nominees All of the nominees for election as director at the annual meeting have been nominated in accordance with our by-laws. There are no family relationships among any of our directors or executive officers. These nominees have consented to serve as a director if elected, and management has no reason to believe that any nominee will be unable to serve. Unless otherwise specified, the shares of common stock represented by the proxies solicited hereby will be voted in favor of the nominees proposed by the board of directors. In the event that any director nominee becomes unavailable for election as a result of an unexpected occurrence, shares will be voted for the election of such substitute nominee, if any, as the board of directors may propose. Vote Required Our by-laws provide that each director will be elected by the majority of the votes cast with respect to that director’s election, other than in a contested election. A majority of the votes cast means that the number of votes cast “for” a director’s election exceeds the number of votes cast “withheld” with respect to that director’s election. If, in an uncontested election of directors, any incumbent nominee receives a greater number of votes “withheld” from his or her election than votes “for” his or her election, such director will promptly tender his or her resignation. The nominating and corporate governance committee will then promptly recommend to the board whether to accept or reject the resignation, and we will promptly file a Current Report on Form 8-K with the Securities and Exchange Commission that sets forth the board’s decision in which the director who tendered a resignation will not participate. In a contested election, as determined by the chair of the board, each director will be elected by a plurality of the votes cast with respect to that director’s election at a meeting at which a quorum is present regardless of whether a contested election continues to exist as of the date of such meeting. What We Look for in Directors The nominating and corporate governance committee regularly assesses the appropriate size of the board of directors, strategic needs of the board, skills and competencies of our directors, and whether any vacancies on the board of directors are expected due to retirement or otherwise. The committee evaluates prospective nominees in the context of the then current constitution of the board and considers all factors it believes appropriate, which include those set forth in our governance guidelines such as personal ethics and integrity, business judgment, experience, and an ability to represent the long-term interests of shareholders. In this regard, and to ensure diverse capabilities and viewpoints, the board should also consist of individuals with diverse director tenure, background and age who possess outstanding business experience, proven ability and significant accomplishments through other enterprises. Our governance guidelines provide that independent directors may serve on no more than four boards of directors of for-profit enterprises, including our board, without board approval, and that the committee considers each director’s time commitments, including those related to employment and other board service, as part of the annual director nomination process to ensure that the directors have adequate time to fulfill their responsibilities as a director. How We Nominate Directors The nominating and corporate governance committee recommends to the full board of directors the nominees to stand for election at our annual meeting of shareholders and to fill vacancies occurring on the board. The committee uses a variety of methods to identify and evaluate director candidates who may come to the attention of the committee through professional search firms, current directors, shareholders or other persons. In making recommendations to the board, the committee examines each director candidate on a case-by-case basis regardless of who recommended the candidate. The committee will consider shareholder-recommended director candidates in accordance with the foregoing and other criteria set forth in our governance guidelines and the nominating and corporate governance committee charter. Recommendations for consideration by the committee must be submitted in writing to the corporate Secretary together with appropriate biographical information concerning each proposed candidate. The committee does not evaluate shareholder-recommended director candidates differently than any other director candidate. Information regarding how shareholders may nominate director nominees is found below under “Voting, Meeting and Other Matters – Shareholder Proposals for the 2027 Annual Meeting.” How We Evaluate Our Performance The board of directors annually considers the performance of the board, board committees and individual directors. Our board believes that a meaningful evaluation process promotes good governance practices and enhances the effective functioning of the board.

  65. Looking Ahead

    | Input | Actions | | • We conduct annual board assessments, full board discussions and third-party evaluations. • We conduct director surveys regarding board performance, and our lead independent director or independent chairman, as applicable, discusses the results with each director individually, and with the board as a group. | In response to the feedback received, the board took several actions including: • Appointing three new independent directors (including an independent chairman) in 2026, each with executive leadership experience including one with chief executive officer experience • Continuing to provide director education opportunities, including presentations from outside experts at each regular board meeting • Refining our enhanced director orientation program to accelerate director integration and meet our goal of enabling new directors to make an immediate impact while promoting their long-term engagement • Rotating board committee membership to maximize the impact of directors in providing effective oversight |

  66. Looking Ahead

    The board and its committees consider the results of the evaluations and, as appropriate, update their practices or areas of focus to improve the operation and performance of the board and its committees. How We Are Organized Our Independence Our board of directors has determined that Stephanie E. Cohen, Henrique de Castro, Harry F. DiSimone, Céline Dufétel, Lance M. Fritz, Ajei S. Gopal, Wafaa Mamilli, Gordon M. Nixon, Gary S. Shedlin and Charlotte B. Yarkoni are “independent” within the meaning of Nasdaq Marketplace Rule 5605(a)(2). Each member of the committees of our board of directors is independent, and the members of our audit and talent and compensation committees satisfy the additional independence criteria applicable to those committees under Nasdaq or Securities and Exchange Commission rules. In addition, each member of the talent and compensation committee is a non-employee director. Mr. Lyons is not independent because he is a current employee of Fiserv. Our Meetings and Attendance During our fiscal year ended December 31, 2025, the board of directors held fifteen meetings. During 2025, each director attended 75% or more of the aggregate number of meetings of the board of directors and the committees on which he or she served, in each case, while the director was on the board or such committees. Our non-management directors meet in executive session without management present at each regular meeting of the board of directors. These executive sessions are led by the chairman of the board, if not an employee, or the lead director, as appropriate. Directors are expected to attend each annual meeting of shareholders. All of the directors serving on the board at the time of our 2025 annual meeting of shareholders attended the meeting. Our Leadership We believe that strong independent leadership is essential for our board of directors to effectively perform its primary oversight functions. It is also important for the board to retain flexibility to determine its leadership structure based on the composition of the board, the individuals serving in leadership positions, and our performance as a company.

  67. Looking Ahead

    | • | Annual Review and Appointment. In accordance with our governance guidelines, our board of directors annually conducts an evaluation of its leadership structure and elects a chairman of the board, who may or may not be our chief executive officer, based on what it believes is in the best interests of our company and our shareholders. If the individual elected as chair is the chief executive officer or is otherwise an employee of our company, our governance guidelines provide that the non-employee directors will appoint a lead independent director. |

  68. Looking Ahead

    | • | Independent Chairman of the Board. In 2025, the board determined to separate the roles of chairman and chief executive officer and appointed Mr. Simons as independent Chairman of the Board, effective May 6, 2025. Mr. Simons served in that capacity until his retirement from the board on January 1, 2026, on which date Gordon M. Nixon assumed the role of independent Chairman of the Board. In appointing Mr. Nixon as Chairman, the board considered his extensive experience as a global financial institution leader and strong background as a public company director. |

  69. Looking Ahead

    | • | Robust Governance Practices. The board believes that our robust corporate governance practices, including a strong lead director or non-executive chair role, independent leadership of all board committees, and consistent board refreshment enables effective independent oversight. The significant majority of our directors are independent and all four of our standing board committees are chaired by independent directors and comprised fully of independent directors. |

  70. Looking Ahead

    The board will continue to annually review its leadership structure in light of the needs of the board and the company at such time. Our Committees Our board of directors has four standing committees: an audit committee; a nominating and corporate governance committee; a talent and compensation committee; and a risk committee. Each of these committees has the responsibilities set forth in written charters adopted by the board of directors. We make copies of these charters (along with our governance guidelines and code of conduct) available on our website at https://investors.fiserv.com/corporate-governance/documents-charters. Other than the text of the charters, we are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this proxy statement. More information regarding each committee’s risk oversight responsibilities can be found below under “How We Govern – Risk Oversight.”

  71. Looking Ahead

    | Nominating and Corporate Governance Committee | | | Mr. Gopal (Chair) | Committee Rotation. In 2025, Mr. de Castro was appointed to the committee and Mr. Gopal rotated to the talent and compensation committee. On January 1, 2026, Ms. Yarkoni was appointed to the committee, Mr. Gopal was reappointed to the committee as chair and Mr. Fritz rotated to the talent and compensation committee. Primary Responsibilities. The nominating and corporate governance committee assists the board of directors to identify, evaluate and recommend potential director nominees and annually reviews the size, structure, composition and functioning of the board and its committees including committee rotation and leadership. The committee is also responsible for corporate governance matters. | | Mr. de Castro | | | Ms. Mamilli | | | Ms. Yarkoni | | | Number of Meetings held in 2025: 5 | |

  72. Looking Ahead

    | Audit Committee | | | Mr. Shedlin (Chair) | Committee Rotation. In 2025, Ms. Cohen was appointed to the committee and Mr. de Castro rotated to the nominating and corporate governance committee. On January 1, 2026, Mr. Shedlin and Ms. Dufétel were appointed to the committee, with Mr. Shedlin assuming the role of chair, and Ms. Yarkoni rotated to the nominating and corporate governance committee. Primary Responsibilities. The audit committee’s primary role is to provide independent review and oversight of our financial reporting processes and consolidated financial statements, system of internal controls, audit process and results of operations and financial condition. The audit committee is directly and solely responsible for the appointment, compensation, retention, termination and oversight of our independent registered public accounting firm and establishing, and periodically reviewing and approving, procedures for the receipt, retention and treatment of complaints regarding accounting, internal control or auditing matters. Audit Committee Financial Experts and Report. The board of directors has determined that Messrs. Shedlin, DiSimone and Fritz and Mses. Cohen and Dufétel are “audit committee financial experts,” as that term is used in Item 407(d)(5) of Regulation S-K. The report of the audit committee can be found on page 79. | | Ms. Cohen | | | Mr. DiSimone | | | Ms. Dufétel | | | Mr. Fritz | | | Number of Meetings held in 2025: 8 | |

  73. Looking Ahead

    | Talent and Compensation Committee | | | Mr. Fritz (Chair) | Committee Rotation. In 2025, Mr. Gopal was appointed to the committee. On January 1, 2026, Messrs. Fritz and Shedlin were appointed to the committee, with Mr. Fritz assuming the role of chair. Primary Responsibilities. The talent and compensation committee determines and implements compensation policies and programs designed to create long-term value for our shareholders, including reviewing and approving executive officer compensation, and overseeing our human capital management strategy. CD&A and Report of the Committee. Additional information regarding the talent and compensation committee and our named executive officer compensation is provided below under the heading “Our Executive Pay – Compensation Discussion and Analysis.” The report of the talent and compensation committee can be found on page 55. | | Mr. de Castro | | | Mr. Gopal | | | Mr. Shedlin | | | Number of Meetings held in 2025: 6 | |

  74. Looking Ahead

    | Risk Committee | | | Ms. Mamilli (Chair) | Committee Rotation. In 2025, Ms. Cohen was appointed to the committee and Ms. Mamilli assumed the role of chair. On January 1, 2026, Ms. Dufétel was appointed to the committee and Mr. Gopal rotated to the nominating and corporate governance committee. Primary Responsibilities. The risk committee is responsible for oversight of key company risks, including cybersecurity, risk appetite, risk governance structure, regulatory exams, risk management and other risk matters. | | Ms. Cohen | | | Mr. DiSimone | | | Ms. Dufétel | | | Ms. Yarkoni | | | Number of Meetings held in 2025: 5 | |

  75. Looking Ahead

    How We Govern The board of directors is responsible for providing advice and oversight of the strategic and operational direction of the company to support our shareholders’ long-term interests. Strategic Oversight Our board is responsible for reviewing management’s strategic and financial plans. The board also monitors corporate performance against those plans including overseeing operating results on a regular basis. At least quarterly, the chief executive officer, chief financial officer, the co-presidents of each business segment and other members of management provide detailed business and strategy updates to our board. At these quarterly meetings, our directors engage with the senior leadership team and other members of management regarding, among other topics: business objectives; financial and operating performance; competitive landscape; product and technology; capital allocation plan; and potential acquisitions, investments, and partnerships. In addition, the board dedicates one meeting annually to strategic planning where it reviews the company’s long-term business plans and opportunities. Our board is also responsible for planning management succession and monitoring and encouraging ethical behavior and compliance with laws, regulations and corporate policies. Risk Oversight Our management is responsible for managing risk, and our board is responsible for overseeing management. To discharge this responsibility, the board seeks to be informed about the risks we face so that it may evaluate actual and potential risks and understand how management is addressing such risks. To this end, the board, as a whole and through its committees, regularly engages with management and outside advisors about the risks we face.

  76. Risk Management Approach

    Risk Management Approach We maintain an enterprise risk management (ERM) program with a top risk register and structured risk assessment process that supports strategic planning and decision making. As part of our ERM program, for each category of risk, we determine an appropriate risk appetite. We consider the risk levels of our top risks and our ability to manage those risks through mitigating controls, such that the management of significant risks can be prioritized. On an ongoing basis, we identify, categorize, assess, respond to, and monitor risks, escalating mitigation efforts as needed. We consider the ways in which risks may affect our business by measuring the impact of those risks against a consistent set of criteria, which include the potential impact to our operations, our financial performance, compliance and legal, our reputation, and our business strategy. Response plans are developed for residual risks that are above the acceptable tolerance level. The board of directors believes that its current leadership structure best positions it to oversee the risks faced by the company today based on the company’s operations and strategic goals and the qualifications and skills of our directors. All members of our board apart from our chief executive officer are independent and all four of our standing board committees are chaired by independent directors. Our non-executive chairman of the board has a robust set of responsibilities under our governance guidelines that enable him to provide an independent perspective on significant matters, including the management of risk. The board of directors and its committees provide oversight of risk within the scope of their respective responsibilities, including those described below.

  77. Board of Directors

    Board of Directors

  78. Board of Directors

    | • | Maintains primary oversight of strategic, operational, and financial risks |

  79. Board of Directors

    | • | Receives information regarding our financial performance and condition from our chief executive officer and chief financial officer to understand and address current and emerging risks |

  80. Board of Directors

    | • | Discusses with senior management and other business leaders our business strategy, operations and results, as well as developments in our industry, to enable the board to evaluate competitive and operational risks |

  81. Audit Committee

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Gordon M. Nixon(3) | — | — | — | | Stephanie E. Cohen(4) | 98,400 | 268,096 | 366,496 | | Henrique de Castro(4) | 130,000 | 230,110 | 360,110 | | Harry F. DiSimone(4) | 137,363 | 230,110 | 367,473 | | Céline Dufétel(3) | — | — | — | | Lance M. Fritz(4) | 142,637 | 230,110 | 372,747 | | Ajei S. Gopal(4) | 130,000 | 230,110 | 360,110 | | Wafaa Mamilli(4) | 142,637 | 230,110 | 372,747 | | Gary S. Shedlin(3) | — | — | — | | Charlotte B. Yarkoni(4) | 130,000 | 230,110 | 360,110 | | Former Directors | | | | | Heidi G. Miller(5) | 55,632 | — | 55,632 | | Doyle R. Simons(5)(6) | 199,038 | 305,295 | 504,333 | | Kevin M. Warren(4)(5) | 155,000 | 230,110 | 385,110 |

  82. Audit Committee

    | Ms. Cohen joined our board on March 15, 2025, and we granted her 177 restricted stock units, representing a pro rata number based on the number of days between the date of her appointment and May 14, 2025, the date of the next annual meeting of shareholders, and using the closing price of our common stock on March 15, 2025 of $214.61. |

  83. Leadership Alignment with Strategic Priorities

    Leadership Alignment with Strategic Priorities Over the past year, our executive leadership team experienced significant change, with several leaders either new to Fiserv or stepping into new or expanded roles. Michael Lyons assumed the role of Chief Executive Officer, and, in coordination with the Board, Mr. Lyons made several changes to the senior leadership team and organizational structure to better position the company for long-term success. These actions were designed to enhance client focus and align leadership responsibilities with the company’s strategic priorities. Executive compensation decisions in the past year reflect these transitions and the actions the management team and Board have collectively taken to position the leadership team to execute the company’s strategy, advance operational and client service priorities, and deliver sustainable value for shareholders. Consistent with our long-standing compensation philosophy of emphasizing pay for performance and alignment with shareholder interests, the majority of executive compensation continues to be delivered through equity- and performance-based awards. Compensation decisions made in connection with these appointments of new leaders were intended to support the attraction and retention of critical talent and align leadership incentives with the company’s strategy during this transformative period, including the need to replace compensation forfeited from prior employers by our new management team upon joining Fiserv. These arrangements are discussed in greater detail in the CD&A. The committee also focused on leadership retention and stability. In this context, the committee approved a supplemental, non-recurring equity award for certain executives, including a supplemental equity award for Mr. Lyons in early 2026 consisting of restricted stock units and performance stock units. These awards reflect the board’s recognition of the importance of the leadership team in executing key strategic initiatives, including the One Fiserv action plan, and are intended to promote long-term retention and alignment with shareholder value. The structure of the award directly aligns incentive opportunities with absolute and relative shareholder returns over the long-term, reinforcing accountability for sustained performance.

  84. Strategy Update

    | • | Employing disciplined capital allocation for the long-term |

  85. Shareholder Engagement

    Shareholder Engagement Our investor relations team and members of senior management regularly communicate with our shareholders, including in connection with quarterly earnings calls, analyst meetings, and investor and industry conferences. In addition, members of senior management engage with shareholders regarding corporate governance and related matters throughout the year to understand their priorities and areas of focus. Prior to our annual meeting of shareholders in May 2025, we conducted select shareholder engagement focused on leadership changes, board refreshment, and compensation related matters. In late 2025 and early 2026, we conducted shareholder engagement focused on company performance, executive and board leadership changes, board refreshment, and compensation related matters. We extended invitations to meet with shareholders collectively owning over 50% of our outstanding shares and engaged with shareholders collectively owning nearly 30% of our shares. Mr. Fritz, as then-chair of our nominating and corporate governance committee, participated in a significant majority of these meetings. Feedback received from these discussions helped inform enhancements to our executive compensation program and compensation- and governance-related disclosures. During these discussions, shareholders expressed positive views regarding leadership additions and board refreshment. Shareholders also expressed support for continued use of equity-based awards as a significant component of our compensation program and our focus on aligning compensation with the interests of our shareholders and long-term value creation. Shareholders emphasized the importance of aligning compensation metrics with strategy to support long-term sustainable growth. In consideration of this feedback, our talent and compensation committee reviewed our compensation mix and incentive metrics to maximize alignment to our go-forward action plan and pay-for-performance philosophy. As a result, we updated our annual cash incentive plan for executive officers for 2026 with metrics focused on adjusted revenue for incentive compensation, adjusted operating margin, and the One Fiserv action plan, each weighted equally. We also amended our annual performance share unit design for our management committee for 2026 with metrics of relative total shareholder return (“TSR”), adjusted revenue growth, adjusted earnings per share and free cash flow conversion, with relative TSR and adjusted earnings per share each weighted at 30% and adjusted revenue growth and free cash flow conversion each weighted at 20%. These changes align our compensation program with shareholder feedback, the broader market, and our strategic goals. We continue to award the majority of executive officer compensation in equity and set incentive targets designed to appropriately challenge and motivate performance that supports long-term shareholder value creation. For the relative TSR component, performance above median is required for target-level vesting and payouts are capped at target if our absolute TSR over the three-year period is negative.

  86. Executive Compensation Practices

    | What We Do | | Pay for Performance. Named executive officer compensation is primarily variable and delivered in the form of long-term incentive equity awards, at least half of which are performance share units. | | Performance Share Units. We grant performance share units that vest based on the achievement of three-year absolute and relative performance goals. | | Performance Metrics. Annual cash incentive payments are based on quantitative financial performance objectives and strategic priorities which are established by the talent and compensation committee at the beginning of each year. | | Rigorous Total Shareholder Return Goal. In 2025, forty percent (40%) of the performance share units granted as incentive compensation vest based on our relative total shareholder return over a three-year performance period as compared to the S&P 500 Index. These performance share units only vest at target for above-median performance, and the number of shares issued is capped at the target amount if our absolute total shareholder return over the three-year period is negative. | | Double-Trigger Change of Control Benefits. In the event of a change of control, our executive officers will only receive a cash severance payment and vesting of unvested restricted stock units, stock options and performance share units upon a qualifying termination following the change of control. | | Robust Stock Ownership. We have a stock ownership policy that requires our executive officers and directors to own a significant amount of Fiserv equity to further align their long-term interests with those of our shareholders. • Chief executive officer – twelve times (12x) his annual base salary • Other executive officers – four times (4x) their respective annual base salaries • Directors – four times (4x) the sum of the annual board cash fee and equity award value | | Clawback Policy. We maintain a compensation recoupment, or “clawback,” policy which fully complies with Securities and Exchange Commission rules and Nasdaq listing standards. In addition to the mandatory recoupment, the policy permits recoupment of all types of compensation (including but not limited to time-vesting equity awards as well as performance-based equity awards) other than base salary or base fees for a restatement of our operating or financial results, a violation of our code of conduct or the law, or non-compliance with restrictive covenants, among other circumstances. |

  87. Executive Compensation Practices

    | What We Don’t Do | | No Hedging or Pledging. We have a policy that prohibits our directors and executive officers from hedging or pledging Fiserv stock. | | No Pensions. We do not provide separate pension programs or a supplemental executive retirement plan to our executive officers. | | No Gross-Ups. We generally do not have tax gross-up arrangements with our executive officers. | | Calculation of Share Ownership. Performance share units do not count toward meeting our stock ownership requirements. | | No Employment Agreements. No executive officers have employment agreements with a term. | | No Option Repricing. Our equity plan prohibits the repricing or backdating of stock options and the cancellation of underwater stock options in exchange for a cash payment or the issuance of other securities by us to the award holder. |

  88. Components of Compensation

    | Type | Element | Description | Purpose | | Annual Compensation | Base Salary | • Fixed annual amount • Determined by the talent and compensation committee based on market data, scope of responsibilities, market value of experience, overall effectiveness and, except in the case of our chief executive officer, the recommendation of our chief executive officer | • Provides the named executive officer with a competitive level of income security | | | Annual Cash Incentive | • Annual award based on quantitative financial performance objectives and strategic priorities which are established by the talent and compensation committee • Ensures a significant portion of compensation is “at risk” and payable based on formulaic performance against financial objectives | • Motivates named executive officers to achieve annual financial results that, in turn, further our achievement of long-term objectives | | Long-Term Compensation | Performance Share Units | • Equity grants for which the number of shares earned is determined by the achievement of relative and absolute performance goals over a multi-year period | • Incentivizes the achievement of long-term performance objectives to align our named executive officers’ economic interests with those of our shareholders | | | Restricted Stock Units | • Equity grants that vest over a period of several years where the ultimate value depends on our share price | • Promotes retention and further aligns the interests of our named executive officers and shareholders |

  89. Components of Compensation

    When making equity award decisions, we do not consider existing equity ownership because we do not want to discourage executive officers from holding significant amounts of our common stock. We also do not review realized compensation from prior equity awards when making current compensation decisions. If the value of equity awards granted in prior years increases significantly in future years, we do not believe that this positive development should impact current compensation decisions.

  90. The Talent and Compensation Committee’s Role

    | • | Approving executive officer compensation including the design and related performance goals specific to short- and long-term incentive awards relevant to their compensation |

  91. The Talent and Compensation Committee’s Role

    | • | Discharging administrator responsibilities conferred to the committee by our equity incentive plans |

  92. The Talent and Compensation Committee’s Role

    | • | Approving severance or similar termination payments to executive officers |

  93. The Talent and Compensation Committee’s Role

    With respect to executive officers, at the beginning of each year, the talent and compensation committee approves cash incentive payments based on achievement of applicable performance goals, grants long-term incentive awards in the form of equity, sets base salaries and approves cash incentive and performance share unit goals and targets. Compensation for new executive officers results from arm’s-length negotiations.

  94. Peer Group

    Peer Group In setting compensation levels for our executive officers, the talent and compensation committee considers, among other things, the compensation of similarly situated executives at companies in our peer group by reviewing publicly available proxy and survey data regarding comparable executive officer positions and the compensation paid to our executive officers in light of their relative functional responsibilities and experience. Notwithstanding the use of benchmarking as a tool to set compensation, comparison data only provides a context for the decisions that the talent and compensation committee makes. The committee may also consider, among other matters, market trends in executive compensation, the percentage that each component of compensation comprises of an executive officer’s total compensation and the executive officer’s tenure in position. The peer group the talent and compensation committee considered for 2025 compensation is set forth below:

  95. Peer Group

    | Adobe Inc. | Intuit Inc. | | American Express Company | Mastercard Incorporated | | Automatic Data Processing, Inc. | Nasdaq, Inc. | | BlackRock, Inc. | Paychex, Inc. | | Block, Inc. | PayPal Holdings, Inc. | | Cognizant Technology Solutions Corporation | Salesforce, Inc. | | Discover Financial Services(1) | S&P Global Inc. | | Fidelity National Information Services, Inc. | The Bank of New York Mellon Corporation | | Global Payments Inc. | Visa Inc. |

  96. Peer Group

    | (1) Capital One Financial Corporation replaced Discover Financial Services in our peer group for 2026 compensation. |

  97. Peer Group

    We believe our peer group includes companies that compete with us for talent; directly compete with us in our primary businesses; have similar business models in the financial and technology sectors because they reflect the complexities inherent in managing an organization with multiple business lines and revenue sources; and are of similar size based primarily on annual revenue and market capitalization. Adobe Inc. was added to our peer group for 2025 compensation due to its relevance from a technology standpoint and to more closely center our revenue and market capitalization at the median of the peer group. 2025 Chief Executive Officer Compensation Total target compensation for 2025 for Mr. Lyons was set by our board in connection with his hire as President and CEO-Elect effective as of January 27, 2025. As shown below, Mr. Lyons’s 2025 target compensation (excluding replacement and sign-on awards) was heavily weighted toward variable, performance-based elements. Key components of his 2025 target compensation include:

  98. Chief Executive Officer 2025 Target Compensation

    | | Annual Base Salary: $1,300,000 Annual base salary determined based on skills, experience, performance and market competitiveness | | | Base salary paid in 2025 was $1,214,236 | | | Annual Cash Incentive: 200% of base salary Variable based on company and individual performance to drive achievement of near-term key financial and operational goals | | | Mr. Lyons did not receive a payout under the annual cash incentive plan for 2025 | | | Annual Equity Awards: $16,100,000 Variable and stock-based, comprised 60% in performance share units that cliff vest after three years subject to the achievement of performance goals and 40% in restricted stock units (RSUs) with three-year vesting | | | $9,660,000 in PSUs and $6,440,000 in RSUs | | Total Target Compensation: | $20,000,000 |

  99. Chief Executive Officer 2025 Target Compensation Versus Realizable Compensation

    | Compensation Element(1) | Target Value | Realizable Value | | Base Salary | $1,300,000 | $1,300,000(2) | | Annual Cash Incentive | $2,600,000 | $0(3) | | Annual Equity Awards(4) | $16,100,000 | $2,578,331 | | Total | $20,000,000 | $3,878,331 |

  100. Chief Executive Officer 2025 Target Compensation Versus Realizable Compensation

    | (1) Realizable compensation excludes the sign-on awards Mr. Lyons received in 2025 to replace the value of the cash incentives and unvested equity awards from his prior employer that he forfeited upon joining the company. |

  101. Chief Executive Officer 2025 Target Compensation Versus Realizable Compensation

    | (3) Realizable Value of Annual Cash Incentive is $0 because the performance goals under the cash incentive plan for 2025 were not achieved. |

  102. Chief Executive Officer 2025 Target Compensation Versus Realizable Compensation

    | (4) Target Value of Annual Equity Awards reflects the grant date value of annual restricted stock unit and performance share unit awards made to Mr. Lyons on February 7, 2025. Realizable Value of Annual Equity Awards reflects the value of the restricted stock units and the value of a projected payout of the performance share units at 40% of the target level, in each case, using the closing price of the company’s common stock as of March 19, 2026. The projected payout of the performance share units is calculated using actual organic revenue growth and adjusted earnings per share results for 2025, assumed target performance for the 2026 and 2027 organic revenue growth and adjusted earnings per share metrics, and assumed below-threshold performance for the relative total shareholder return metric. |

  103. Annual Cash Incentive Awards

    Annual Cash Incentive Awards At the beginning of 2025, the talent and compensation committee set quantitative corporate performance objectives for annual cash incentive awards based on two equally weighted financial measures – adjusted revenue for incentive compensation and adjusted operating income. The committee selected adjusted revenue for incentive compensation because it believes that the long-term value of our enterprise depends on our ability to generate revenue excluding the impact of postage reimbursements and revenue attributable to acquisitions and divestitures not included in the current year plan. The committee considers adjusted operating income as both a key performance objective and a primary indicator of profitability. For 2025, the committee set the performance goals for adjusted revenue for incentive compensation and adjusted operating income such that it believed that it would be reasonably unlikely that the top end of the range would be achieved but it would be reasonably likely that the target could be achieved. The committee set these targets above the prior year targets. The performance objectives, weighting, and threshold, target, maximum and actual amounts for our eligible named executive officers for 2025 were as follows:

  104. Annual Cash Incentive Awards

    | Performance Objective (in millions) and Weighting | Threshold | Target | Maximum | Actual | | Adjusted Revenue for Incentive Compensation (50%) | $20,500 | $20,950 | $21,500 or more | $19,599 | | Adjusted Operating Income (50%) | $8,290 | $8,540 | $8,790 or more | $7,398 |

  105. Annual Cash Incentive Awards

    The threshold, target and maximum potential payouts for each of our eligible named executive officers were set by the talent and compensation committee based on the short-term incentive compensation available to individuals holding similar positions at our peer companies, balanced against the committee’s view that total compensation should weigh more heavily in favor of long-term versus short-term incentive compensation, and are shown in the table below titled “Grants of Plan-Based Awards in 2025.” Because our results for adjusted revenue and adjusted operating income for 2025 were below threshold, our named executive officers did not receive any payouts under the cash incentive plan. In connection with Mr. Todd’s appointment as our Chief Financial Officer effective October 31, 2025, we agreed that Mr. Todd would receive his target cash bonus of $750,000 for 2025. In connection with Ms. Suryadevara’s appointment as our Co-President effective December 1, 2025, we agreed that Ms. Suryadevara would receive her target cash bonus of $1,200,000 for 2025. In each case, such agreements were in recognition of the fact that the executive joined the company in the fourth quarter of 2025 and forfeited their annual bonus opportunities with their prior employers.

  106. Annual Equity Awards

    Annual Equity Awards

  107. Annual Equity Awards in 2025

    Annual Equity Awards in 2025 Pursuant to his offer letter, we granted to Mr. Lyons annual equity incentive compensation consisting of restricted stock units with a grant date value of $6,440,000, which vested one-third on the first anniversary of the grant date and will vest one-third on each of the second and third anniversaries of the grant date, and performance share units with a grant date value of $9,660,000, which will cliff vest after three years based upon certification of achievement of the performance share unit performance goals and contain substantially the same terms as the performance share unit awards granted to the other members of our management committee, which includes our named executive officers currently serving as executive officers. The amount of Mr. Lyons’s awards in 2025 resulted from an arm’s-length negotiation. The annual equity incentive awards made to named executive officers other than Mr. Lyons were based on the level of each executive officer’s responsibilities and the talent and compensation committee’s assessment of each executive’s performance in 2024 with respect to strategic impact, execution of our commitment to provide innovative solutions for our clients, talent development, risk management, and, other than with respect to his own awards, the recommendation of our chief executive officer. The talent and compensation committee also considered the company’s financial results and total shareholder return in 2024. The annual equity mix awarded by the talent and compensation committee to each of our named executive officers is consistent with our objective of emphasizing performance-based compensation and aligning our executive officers’ economic interests with those of our shareholders. Half of the equity granted to our named executive officers during the annual grant cycle in 2025 was in the form of restricted stock units vesting ratably over three years and half was in the form of performance share units with a three-year performance period over fiscal years 2025–2027, except in the case of Mr. Bisignano and Mr. Chiarello, who each received 100% restricted stock units in anticipation of Mr. Bisignano’s government service and in consideration of Mr. Chiarello’s anticipated responsibilities over time. These annual equity incentive awards are reflected at grant date fair value below and in the Summary Compensation Table and Grants of Plan-Based Awards Table under “Executive Compensation” in accordance with Securities and Exchange Commission rules.

  108. Annual Equity Awards in 2025

    | | Performance Share Units(1) | | Restricted Stock Units(1) | | | | Grant Date Fair Value ($) | Units (#) | Grant Date Fair Value ($) | Units (#) | | M. Lyons | 11,169,593 | 43,061 | 6,440,070 | 27,993 | | P. Georgakopoulos | 6,937,645 | 26,746 | 6,000,195 | 26,081 | | A. Rosman | 2,746,162 | 10,587 | 2,375,139 | 10,324 | | F. Bisignano | — | — | 25,600,157 | 111,276 | | G. Chiarello | — | — | 7,500,186 | 32,601 | | J. Gibbons | 3,035,382 | 11,702 | 2,625,215 | 11,411 | | R. Hau | 4,422,859 | 17,051 | 3,825,208 | 16,627 |

  109. Annual Equity Awards in 2025

    | (1) This table shows annual equity incentive awards that were granted in February 2025. It does not include sign-on equity awards granted in 2025. |

  110. Annual Equity Awards in 2025

    In each case, the number of performance share units granted was determined by dividing the award dollar amount approved by the talent and compensation committee by the simple average of the closing price of our common stock on each of the five trading days ending on, and inclusive of, the grant date. The number of restricted stock units was determined by dividing the award dollar amount approved by the committee by the closing price of our common stock on the grant date.

  111. 2024 and 2025 Performance Share Units

    2024 and 2025 Performance Share Units The performance share units granted in each of 2024 and 2025 to named executive officers have a three-year performance period ending December 31, 2026 and 2027, respectively. We refer to the performance share units granted in 2024 as the “2024 PSUs” and to those granted in 2025 as the “2025 PSUs.” Performance Metrics, Description and Weighting

  112. 2024 and 2025 Performance Share Units

    | Performance Metrics – 2024 and 2025 PSUs | Description | Weighting | | Relative total shareholder return | Relative total shareholder return compared to the S&P 500 Index aligns our pay-for-performance philosophy with the creation of shareholder value | 40% | | Organic revenue growth | The long-term value of our enterprise is linked to our ability to grow revenue without regard to acquisitions, dispositions, foreign currency fluctuations, and postage reimbursements | 40% | | Adjusted earnings per share | An increase in adjusted earnings per share can drive an increase in shareholder value | 20% |

  113. 2024 and 2025 Performance Share Units

    Relative Total Shareholder Return The company’s relative total shareholder return will be assessed by the talent and compensation committee based on the percentile rank of the company over the three-year performance period relative to the total shareholder return of the companies in the S&P 500 Index as of the first day of the three-year performance period applicable to each award. We require relative total shareholder return performance above the median level for the applicable portion of the performance share units to vest at target. If the company’s total shareholder return for the three-year performance period is negative on an absolute basis, the performance multiplier is capped at 100%. The performance multipliers to be applied to the target number of shares issuable based on relative total shareholder return at the threshold, target and maximum achievement levels are as follows:

  114. 2024 and 2025 Performance Share Units

    | | Three-Year Company TSR Relative Ranking | Performance Multiplier | | Threshold | 30th percentile | 50% | | Target | 55th percentile | 100% | | Maximum | 90th percentile or greater | 200% |

  115. 2024 and 2025 Performance Share Units

    Annual Performance Goals Organic revenue growth and adjusted earnings per share are measured separately for each fiscal year in the three-year performance period, and the talent and compensation committee determines separate performance multipliers with respect to each metric for each such fiscal year. The average performance multiplier, calculated by taking the average of the performance multipliers earned with respect to each fiscal year in the three-year performance period, is used to calculate the number of units earned based on each metric at the end of the performance period. The 2026 performance goals for the 2024 PSUs and 2025 PSUs will be included in the proxy statement for our 2027 annual meeting of shareholders. Performance Goals for 2024 In 2024, the talent and compensation committee established the achievement levels as follows:

  116. 2024 and 2025 Performance Share Units

    | 2024 PSUs | Organic Revenue Growth (40% Weighting) | Adjusted Earnings Per Share (20% Weighting) | Performance Multiplier | | Threshold | 13% | $8.30 | 50% | | Target | 16% | $8.63 | 100% | | Maximum | 19% | $9.00 | 200% |

  117. 2024 and 2025 Performance Share Units

    Performance Goals for 2025 In 2025, the talent and compensation committee established the achievement levels as follows:

  118. 2024 and 2025 Performance Share Units

    | 2024 / 2025 PSUs | Organic Revenue Growth (40% Weighting) | Adjusted Earnings Per Share (20% Weighting) | Performance Multiplier | | Threshold | 8% | $9.90 | 50% | | Target | 11% | $10.25 | 100% | | Maximum | 14% | $10.60 | 200% |

  119. 2023 Performance Share Units

    2023 Performance Share Units The performance share units granted in 2023, with a three-year performance period ended on December 31, 2025, vested at 63.4% of the target award level based on average organic revenue growth of 103% of target (40% weighting), average adjusted earnings per share growth of 110% of target (20% weighting), in each case, over the three-year period ended December 31, 2025, as well as our total shareholder return versus the S&P 500 Index over the three-year period of 0% of target (40% weighting). Upon vesting and subject to required tax withholding, Messrs. Lyons, Georgakopoulos, Rosman, Chiarello, Gibbons, and Hau received 13,176, 18,045, 7,981, 25,386, 6,179, and 14,792 shares of our common stock, respectively, with delivery made following the certification of these performance goals by the talent and compensation committee. Sign-On Cash and Equity Awards

  120. Sign-On Equity Awards

    Sign-On Equity Awards In addition to the annual equity incentive awards disclosed above, pursuant to their respective offer letters, as described below under the heading “Agreements with Executive Officers,” we also granted Mr. Lyons, Mr. Todd, and Ms. Suryadevara awards to replace unvested incentive compensation from their prior employers. These awards were approximately equal in value at the time of grant to the awards that they forfeited when they left their former employers. Certain of these replacement awards were granted in the form of restricted stock units and others were granted in the form of performance share units that vest based on the achievement of the same performance goals that apply to performance share units granted to our other named executive officers, as described above. Full details on Mr. Lyons’s, Mr. Todd’s and Ms. Suryadevara’s compensation arrangements are provided under the heading “Agreements with Executive Officers.” The replacement awards are also reflected in the Summary Compensation Table and Grants of Plan-Based Awards Table under “Executive Compensation” in accordance with Securities and Exchange Commission rules. In consideration of the amount of unvested equity and annual cash incentives from his prior employer that he forfeited upon joining our company, Mr. Lyons received a replacement equity award comprised of: (a) $3,412,710 of restricted stock units (14,834 restricted stock units), of which 9,725 vested on December 31, 2025 and 5,109 will vest on December 31, 2026; and (b) $26,454,139 of performance share units (114,988 performance share units), of which 13,176 vested based on the achievement of our 2023–2025 performance goals and 94,207 will vest subject to the achievement of our 2024–2026 performance goals. In consideration of the unvested equity awards from his prior employer that he forfeited upon joining our company, Mr. Todd was granted on his start date (a) $1,000,000 of restricted stock units, which will vest one-third on each of the first, second and third anniversaries of the grant date, and (b) $1,000,000 of performance share units, which will cliff vest following the 2025–2027 performance period subject to achievement of the performance goals after the conclusion of the respective performance period. In consideration of the unvested equity awards from her prior employer that she forfeited upon joining our company, Ms. Suryadevara was granted on her start date: (1) $9,810,000 of restricted stock units, which vested 37% on February 20, 2026; and will vest 26% on February 20, 2027; 30% on February 20, 2028; and 7% on February 20, 2029; and (2) $5,190,000 of performance share units, of which $980,000 will cliff vest following the 2024–2026 performance period and $4,210,000 following the 2025–2027 performance period, in each case, subject to achievement of the performance goals after the conclusion of the respective performance period. Supplemental Equity Awards in 2026 In February 2026, the independent members of the board of directors, consistent with the recommendation of the talent and compensation committee, awarded Mr. Lyons a supplemental equity award (the “Supplemental CEO Award”) consisting of performance share units (60%) and restricted stock units (40%). The Supplemental CEO Award reflects the board’s recognition of the importance of Mr. Lyons’s ongoing leadership in successfully executing key strategic actions to transform the company, including the One Fiserv action plan designed to drive long-term growth and position the company for future success. The Supplemental CEO Award is designed to promote the retention of Mr. Lyons as the company’s Chief Executive Officer and align his incentive opportunity with Fiserv’s absolute and relative shareholder value creation over the long-term. The restricted stock units had a grant date value of approximately $12 million and will vest pro-rata on the first three anniversaries of the grant date. The performance share units had a grant date value of approximately $18 million and will cliff vest after three years subject to achievement of performance goals tied to relative total shareholder return and the priorities of the One Fiserv action plan.

  121. Performance Metrics – 2026 Supplemental Performance Share Units

    Performance Metrics – 2026 Supplemental Performance Share Units

  122. One Fiserv action plan (50% weighting)

    | One Fiserv Action Plan Performance Metrics | Description | Rationale | Weighting | | • Cumulative new sales | Measures new sales | Supports recurring revenue growth | 10% | | • Attrition improvement | Measures reduction in Clover volume attrition and Financial Solutions revenue attrition | Emphasizes client satisfaction and growth of average revenue per client | 10% | | • Project Elevate savings | Measures run rate savings generated | Reflects progress in delivering operating and client experience improvements through productivity, efficiency and technology modernization | 10% | | • Product completion commitments | Measures whether specific product commitments are achieved | Promotes disciplined execution relative to building differentiated platforms | 10% | | • Free cash flow per share growth | Measures growth in free cash flow per share | Reinforces disciplined execution and investment | 10% |

  123. One Fiserv action plan (50% weighting)

    We are not pre-disclosing the three-year targets for the financial and strategic metrics as such disclosure could include competitively sensitive information. Details will be disclosed following the end of the performance period. Mr. Georgakopoulos and Mr. Rosman also received supplemental equity awards. Mr. Georgakopoulos received $4.5 million of supplemental performance share units and $4.5 million of supplemental restricted stock units, in each case, with the same terms as the Supplemental CEO Award. Mr. Rosman received $2.0 million of supplemental restricted stock units. These supplemental equity awards were granted to provide appropriate incentives for Mr. Georgakopoulos and Mr. Rosman and to promote their retention.

  124. 2026 Annual Equity Awards

    2026 Annual Equity Awards In 2026, we also granted annual long-term equity incentive awards with a prospective view to maximize alignment to our go-forward action plan and pay-for-performance philosophy, to incentivize the achievement of long-term performance objectives, to promote retention and to align the interests of our executive officers and shareholders. In this regard, Mr. Lyons received approximately $18.7 million of annual equity, comprised of 60% of performance share units, which will cliff vest after three years subject to achievement of performance goals, and 40% of restricted stock units, which will vest pro-rata on the first three anniversaries of the grant date. Our other current executive officers also received annual equity awards comprised of 50% performance share units and 50% restricted stock units, in each case, with the same terms as Mr. Lyons’s annual equity awards. We amended our annual performance share unit design for our management committee for 2026 with metrics of relative total shareholder return, adjusted revenue growth, adjusted earnings per share and free cash flow conversion, with relative total shareholder return and adjusted earnings per share each weighted at 30% and adjusted revenue growth and free cash flow conversion each weighted at 20%. These changes align our compensation program with shareholder feedback, the broader market, and our strategic goals. This discussion of supplemental and 2026 annual equity awards is designed to provide a holistic view of our executive officer compensation. These awards will appear in the Summary Compensation Table and Grants of Plan-Based Awards Table in the proxy statement for our 2027 annual meeting of shareholders in accordance with applicable Securities and Exchange Commission rules. Other Compensation for Named Executive Officers

  125. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan Our named executive officers, along with other highly compensated employees, are eligible to participate in a non-qualified deferred compensation plan pursuant to which they can defer up to 75% of base salary, commissions and/or any cash payment earned pursuant to one of our written incentive plans. Participants must make a deferral election each year and may elect to have distributions begin on a specified date or following cessation of service, upon death or in connection with a change of control. Distributions are generally made in a lump sum or in up to 15 annual installments. Accounts are credited with earnings based on each participant’s selection among investment choices that are similar to those available under our 401(k) savings plan. Investment allocations may be changed at any time by the participant. We do not make any contributions to this plan. None of our named executive officers participated in our non-qualified deferred compensation plan during 2025.

  126. Compensation Recoupment Policy

    | • | in the case of any restatement of operating or financial results, the excess amount of any incentive awards (including time-vesting equity awards) that are granted, earned, or vested based in whole or in part on the attainment of such results from any current or former employee of the company as well as independent contractors; and |

  127. Compensation Recoupment Policy

    | • | in the event of a Department of Justice criminal resolution with us, certain violations of our code of conduct, or the violation of a restrictive covenant, certain compensation paid or granted (including time-vesting equity awards) to culpable individuals. |

  128. Equity Award Grant Practices

    Equity Award Grant Practices The talent and compensation committee approves annual equity awards to the company’s executive officers, including all named executive officers, in the early part of each year. The committee also delegates authority to our chief executive officer and chief financial officer to approve annual equity awards to employees who are not executive officers from an equity award pool approved by the committee for this purpose. In addition, in order to accommodate the need for periodic awards, such as in connection with newly hired employees, promotions or retention awards, the talent and compensation committee delegates authority to our chief executive officer and chief financial officer to enable either of them to grant equity awards within certain parameters; provided that all grants to directors and executive officers are specifically made by the talent and compensation committee. Our equity grant policy prescribes the timing of awards or specific grant dates. The talent and compensation committee does not take material nonpublic information into account when determining the timing and terms of an equity award, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Under the Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan (the “Incentive Plan”), the exercise price of all options to purchase shares of our common stock may not be less than the closing price of our common stock on Nasdaq on the grant date.

  129. Executive Severance and Change of Control Policy

    Executive Severance and Change of Control Policy The Fiserv, Inc. Executive Severance and Change of Control Policy (the “Severance Policy”) provides for the payment of cash severance and certain other benefits to members of the company’s management committee including our named executive officers. All restricted stock units, stock options and performance share units are subject to double trigger vesting following a change of control. A complete discussion of the terms of the Severance Policy, together with an estimate of the amounts potentially payable under the Severance Policy, appears below under the heading “Executive Compensation – Potential Payments Upon Termination or Change of Control.”

  130. Lyons Offer Letter

    Lyons Offer Letter In connection with Mr. Lyons’s appointment as our President and CEO-Elect, we and Mr. Lyons executed an offer letter on January 22, 2025 (the “Lyons Offer Letter”), pursuant to which Mr. Lyons is entitled to receive: (1) an annual base salary of $1,300,000, which may be increased by our board but not decreased; (2) a target annual cash incentive compensation opportunity of 200% of his then-current base salary; (3) an annual equity incentive compensation opportunity for 2025 granted as restricted stock units with a grant date value of $6,440,000, which vested one-third on the first anniversary of the grant date and will vest one-third on each of the second and third anniversaries of the grant date, and performance share units with a grant date value of $9,660,000, which will cliff vest after three years based upon certification of achievement of the performance share unit performance goals and contain substantially the same terms as the performance share unit awards granted to the other members of our management committee; (4) beginning in 2026, equity awards as determined by our board or talent and compensation committee; (5) relocation assistance; (6) perquisites, fringe and other benefits as are provided to our senior executives; and (7) company-provided security and transportation and reasonable use of company aircraft for personal travel. In addition, in consideration of unvested equity awards and cash incentives from his prior employer that he forfeited upon joining our company, Mr. Lyons received the following replacement awards: (1) a cash payment of $11,665,109, which payment was intended to replace $7,465,109 of unvested equity awards scheduled to vest within the month following his appointment and $4,200,000, which is the cash portion of his 2024 annual incentive compensation that was expected to be provided had he remained employed by his former employer; and (2) a replacement equity award comprised of: (a) 14,834 restricted stock units, of which 9,725 vested on December 31, 2025 and 5,109 will vest on December 31, 2026 (the “Lyons Replacement RSUs”); and (b) 114,988 performance share units, of which 13,176 vested based on the achievement of our 2023–2025 performance goals and 94,207 will vest subject to the achievement of our 2024–2026 performance goals (the “Lyons Replacement PSUs”). We have the right to terminate Mr. Lyons’s employment at any time. Pursuant to our Severance Policy, as modified by the Lyons Offer Letter, if we terminate Mr. Lyons’s employment without Cause (as defined below) or if Mr. Lyons terminates his employment for Good Reason (as defined below), then, provided he executes a release of claims, he is entitled to receive: (1) a lump sum cash payment equal to two times the sum of his then current annual base salary and target annual cash incentive; (2) a lump sum cash payment equal to a prorated portion (based on the length of his employment during the year of termination) of any annual cash incentive compensation earned for the year of termination based on the level of achievement of the performance goals; (3) 24 months of COBRA continuation coverage at the company’s expense; (4) immediate vesting of the Lyons Replacement RSUs and continued vesting of any other restricted stock units outstanding as of the termination date for 12 months following termination, with any such other restricted stock units that will not vest during that period forfeited as of the termination date; (5) immediate vesting of the Lyons Replacement PSUs at the target level of performance and, with respect to any other performance share units outstanding as of the termination date, receipt of a prorated portion (based on the length of his employment during the performance period) of the shares due under such other performance share units based on the actual level of achievement of the performance goals, as determined at the end of the relevant performance period. If an Eligible Termination (as defined below) occurs during the two years following a Change of Control (as defined below), then Mr. Lyons is entitled to receive the same benefits described above except the severance multiple in clause (1) above will be 2.99 and all then-outstanding equity awards will become vested in full as of the date of such termination, which, with respect to then-outstanding performance share units, will be at the higher of the target level or actual achievement, treating the date of termination as if it were the end of the applicable performance period. For purposes of the Lyons Offer Letter, “Cause” means any of the following: (a) Mr. Lyons’s dishonesty or similar serious misconduct directly related to the performance of his duties and responsibilities under the Lyons Offer Letter, which results from a willful act or omission and which is materially injurious to the operations, financial condition or business reputation of the company; (b) Mr. Lyons’s conviction of a misdemeanor involving moral turpitude or of a felony; (c) Mr. Lyons’s drug or alcohol abuse which materially impairs the performance of his duties and responsibilities as set forth in the Lyons Offer Letter; (d) Mr. Lyons’s substantial continuing willful and unreasonable inattention to, neglect of, or refusal by him to perform his duties and responsibilities under the Lyons Offer Letter; (e) Mr. Lyons’s willful or intentional material violation of a material provision of the company’s Code of Conduct, as it may be amended from time to time, or other material company policies in effect from time to time; or (f) any other willful or intentional material breach or breaches of the Lyons Offer Letter by Mr. Lyons. For purposes of the Lyons Offer Letter, “Good Reason” means the occurrence at any time of any of the following without Mr. Lyons’s prior written consent: (a) any breach of the Lyons Offer Letter or the Severance Policy, other than an insubstantial and inadvertent failure not occurring in bad faith that the company remedies promptly after receipt of notice thereof given by Mr. Lyons; (b) a reduction in Mr. Lyons’s (x) base salary or (y) target annual cash incentive opportunity; (c) the removal of Mr. Lyons from his position as Chief Executive Officer, except in the event that such removal relates to the termination by the company of his employment for Cause or by reason of disability (which qualifies as a disability under the company’s long-term disability plan); (d) a good faith determination by Mr. Lyons that there has been a material adverse change, without his written consent, in his working conditions or status with the company, including but not limited to (x) a significant change in the nature or scope of his authority, powers, functions, duties or responsibilities as contemplated by the Lyons Offer Letter, or (y) a significant reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements, but in each case excluding for this purpose an isolated, insubstantial and inadvertent event not occurring in bad faith that the company remedies within ten (10) days after receipt of notice thereof given by Mr. Lyons; (e) the relocation of Mr. Lyons’s principal place of employment to a location more than 35 miles from the greater New York, New York metropolitan area, provided such new location is not closer to Mr. Lyons’s principal residence; or (f) the failure by the company to obtain an agreement from any successor to the company to assume the Lyons Offer Letter.

  131. Lyons Offer Letter

    For purposes of the Severance Policy and the Lyons Offer Letter, an “Eligible Termination” as defined under the Severance Policy shall include a resignation by Mr. Lyons for Good Reason provided that he provides written notice to the company, explaining in reasonable detail the facts and circumstances alleged to provide a basis for Good Reason termination, no later than ninety (90) days after his knowledge of the occurrence of the act alleged to provide grounds for Good Reason and he resigns from employment no later than ninety (90) days after the end of the thirty (30) day period, or such longer period as Mr. Lyons may determine is appropriate, for the company to cure any conduct or act, if curable, alleged to provide grounds for termination of employment for Good Reason. A “Change of Control” under the Severance Policy generally will occur if: any person becomes the beneficial owner of securities representing 20% or more of our outstanding shares of common stock or combined voting power; specified changes occur to our incumbent board of directors; we complete a merger, consolidation or share exchange with any other corporation, or voting securities are issued in connection with a merger, consolidation or share exchange; or we complete a plan of complete liquidation or dissolution or the sale or disposition of all or substantially all of our assets occurs. The terms of the Lyons Offer Letter resulted from an arm’s-length negotiation, the terms of which we believe reflect market terms for the leader of a company of our size in our industry.

  132. Todd Offer Letter

    Todd Offer Letter In connection with his appointment as our Chief Financial Officer effective as of October 31, 2025, we and Mr. Todd executed an offer letter (the “Todd Offer Letter”), pursuant to which Mr. Todd is eligible: (1) to receive an annual base salary of $750,000; (2) to participate in our annual incentive compensation plan with a cash incentive target of $750,000 and an equity incentive target of $5,700,000 paid based on achievement of corporate objectives as adjusted to reflect individual performance; and (3) to participate in the Severance Policy. In addition, in connection with joining the company as a special advisor on September 17, 2025, in consideration of the unvested equity awards from his prior employer that he forfeited upon joining our company, Mr. Todd was granted on his start date (a) $1,000,000 of restricted stock units (the “Todd Replacement RSUs”), which will vest one-third on each of the first, second and third anniversaries of the grant date, and (b) $1,000,000 of performance share units (the “Todd Replacement PSUs”), which will cliff vest following the 2025–2027 performance period subject to achievement of the performance goals after the conclusion of the respective performance period. The Todd Offer Letter provided that his cash incentive payment for 2025 would be $750,000 and that, if Mr. Todd resigns for Good Reason (defined in the Todd Offer Letter as Mr. Lyons ceasing to serve as our chief executive officer within 12 months following Mr. Todd’s start date with the company), then the Todd Replacement RSUs will continue to vest as though a termination of employment did not occur and the Todd Replacement PSUs will cliff vest at the end of the relevant performance period based on the actual level of achievement of the applicable performance goals. The terms of the Todd Offer Letter resulted from an arm’s-length negotiation, the terms of which we believe reflect market terms for similarly situated executives at a company of our size in our industry.

  133. Employment Agreement

    Employment Agreement During Mr. Bisignano’s service as our Chairman, Chief Executive Officer and President until January 27, 2025 and as our Chairman and Chief Executive Officer until May 6, 2025 (the “Confirmation Date,”) we had in effect an employment agreement. Under the employment agreement, which we entered into with Mr. Bisignano on December 21, 2022, Mr. Bisignano was entitled to receive: an annual salary of at least $1,400,000; an annual cash incentive opportunity with a target payout of at least $2,500,000; annual long-term equity awards as determined by our board or talent and compensation committee; reasonable use of our company aircraft for personal travel, use of a company-provided car and driver and financial planning assistance; and employee, welfare, retirement and other benefits as are generally made available to our executive officers. In the event of a conflict between his employment agreement and the terms of an equity award agreement, the employment agreement would control unless the equity award agreement provided a more favorable benefit. The terms of Mr. Bisignano’s employment agreement resulted from an arm’s-length negotiation, the terms of which we believe reflected market terms for the leader of a company of our size in our industry. Mr. Bisignano was ineligible for cash and equity incentive compensation for 2025 given his resignation from the company during the year. The term of Mr. Bisignano’s employment under the agreement ended upon Mr. Bisignano’s resignation from our company on the Confirmation Date, entitling him to the treatment of his outstanding equity awards described below.

  134. Ethics Agreement

    | • | Restricted Stock Units: Immediately prior to his resignation on the Confirmation Date, Mr. Bisignano held 174,043 unvested restricted stock units. Under Mr. Bisignano’s employment agreement, Mr. Bisignano was entitled to full vesting of his unvested restricted stock units upon his resignation as chairman and chief executive officer and a director in connection with his confirmation (the “Confirmation Departure”), provided that he would be required to hold, and would not be permitted to transfer, the net shares issued upon vesting of the restricted stock units until the date that such restricted stock units would have otherwise vested. Effective as of the Confirmation Departure, the talent and compensation committee approved the waiver of such holding periods that would otherwise be applicable to the shares of our common stock issued upon vesting of the restricted stock units to enable Mr. Bisignano to divest such shares in order to comply with the Ethics Agreement. |

  135. Ethics Agreement

    | • | Performance Share Units: Immediately prior to his resignation on the Confirmation Date, Mr. Bisignano held 112,921 unvested performance share units with respect to the 2023–2025 performance period (“2023 PSUs”) |

  136. Ethics Agreement

    Compensation Committee Interlocks and Insider Participation and 83,899 unvested performance share units with respect to the 2024–2026 performance period (“2024 PSUs”). Under his employment agreement, Mr. Bisignano was entitled to receive a prorated portion (based on the number of months employed during the performance period) of the shares of our common stock due under such performance share units, if earned, based on the actual level of achievement of the relevant performance goals, as determined at the end of the relevant performance period. Effective as of the Confirmation Departure, to enable Mr. Bisignano to comply with the Ethics Agreement, the talent and compensation committee shortened each performance period under the performance share units to end immediately prior to the Confirmation Date, which enabled Mr. Bisignano to divest the shares of our common stock issued pursuant to the performance share units. In addition, the committee determined that achievement of the organic revenue growth and adjusted earnings per share performance goals under the performance share units would be based on actual achievement during the applicable full fiscal years and achievement of the TSR performance goal under the performance share units would be based on actual achievement through the date prior to the Confirmation Date. This resulted in the issuance of shares of our common stock upon prorated vesting of such performance share units, based upon the applicable performance multipliers for the 2023 PSUs and 2024 PSUs. Based on the previously disclosed terms of the 2023 PSUs and the 2024 PSUs, the relevant performance multiplier, and pro-rated vesting, 153,787 2023 PSUs and 57,127 2024 PSUs vested on the Confirmation Date. Unvested 2023 PSUs and 2024 PSUs as of the Confirmation Date were forfeited. Compensation Committee Report The talent and compensation committee has reviewed and discussed the “Compensation Discussion and Analysis” contained in this proxy statement with management. Based on our review and the discussions with management, the talent and compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2025. Lance M. Fritz, Chair Henrique de Castro Ajei S. Gopal Gary S. Shedlin Compensation Committee Interlocks and Insider Participation During the last fiscal year, there were no talent and compensation committee interlocks between us and other entities involving our executive officers and directors who serve as executive officers or directors of such other entities. During the last completed fiscal year, no member of the talent and compensation committee was a current or former officer or employee. Executive Compensation Summary Compensation Table The following table sets forth in summary form the compensation of our chief executive officer, our chief financial officer, our three highest paid executive officers other than the chief executive officer and chief financial officer, our former chief executive officer, our former chief financial officer, and two individuals who each would have been one of our three highest paid executive officers other than the chief executive officer and chief financial officer but for the fact that each was not serving as an executive officer at the end of 2025 (collectively, our “named executive officers”) for the year ended December 31, 2025.

  137. Ethics Agreement

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2)(3)(4) ($) | Non-Equity Incentive Plan Compensation(4)(5) ($) | All Other Compensation(6) ($) | Total ($) | | Michael P. Lyons Chief Executive Officer(7) | 2025 | 1,214,236 | 11,665,109 | 55,881,279 | — | 1,581,368 | 70,341,992 | | Paul M. Todd Chief Financial Officer(8) | 2025 | 215,909 | 750,000 | 1,791,502 | — | — | 2,757,411 | | Panagiotis (Takis) Georgakopoulos Co-President(9) | 2025 | 1,000,000 | | 12,937,840 | — | — | 13,937,840 | | Dhivya Suryadevara Co-President(10) | 2025 | 83,333 | 3,300,000 | 13,415,896 | — | — | 16,799,229 | | Adam L. Rosman Chief Administrative Officer and Chief Legal Officer | 2025 | 750,000 | — | 5,121,301 | — | — | 5,871,301 | | | 2024 | 725,000 | — | 3,387,760 | — | — | 4,112,760 | | | 2023 | 600,000 | — | 3,075,468 | 696,000 | — | 4,371,468 | | Frank J. Bisignano Former Chairman of the Board and Chief Executive Officer(11) | 2025 | 487,879 | — | 25,600,157 | — | 292,193 | 26,380,229 | | | 2024 | 1,400,000 | — | 22,016,635 | — | 357,848 | 23,774,483 | | | 2023 | 1,400,000 | — | 23,252,867 | 3,000,000 | 290,891 | 27,943,757 | | Guy Chiarello Former Chief Operating Officer(12) | 2025 | 1,000,000 | — | 7,500,186 | — | — | 8,500,186 | | | 2024 | 1,000,000 | — | 8,104,354 | — | — | 9,104,354 | | | 2023 | 1,000,000 | — | 9,782,811 | 1,560,000 | — | 12,342,811 | | John Gibbons Former Co-Head of Financial Institutions Group(13) | 2025 | 750,000 | | 5,660,596 | | | 6,410,596 | | | 2024 | 750,000 | — | 3,965,017 | — | 63,281 | 4,778,297 | | Robert W. Hau Former Chief Financial Officer(14) | 2025 | 750,000 | — | 8,248,067 | — | — | 8,998,067 | | | 2024 | 750,000 | — | 5,656,705 | — | — | 6,406,705 | | | 2023 | 718,750 | — | 5,700,058 | 900,000 | — | 7,318,808 |

  138. Estimated Potential Payments Upon Termination or Change of Control

    Estimated Potential Payments Upon Termination or Change of Control In the tables below, we estimate the maximum amount of compensation payable to our named executive officers based on their agreements in effect at, and assuming that the triggering event or events indicated occurred on, December 31, 2025. The amounts shown in the tables below rely on the following assumptions:

  139. Estimated Potential Payments Upon Termination or Change of Control

    | • | The amount shown in the table with respect to restricted stock units is equal to $67.17, the closing price of our common stock on the last trading day of the calendar year, times the number of unvested restricted stock units which would experience accelerated vesting. |

  140. Estimated Potential Payments Upon Termination or Change of Control

    | • | The amount shown in the table with respect to performance share units, absent a change of control, is equal to the closing price of our common stock on the last trading day of the calendar year times a number of performance share units based on performance through December 31, 2025. We assume that performance goals will be achieved at a level below threshold for the 2024 and 2025 awards. For one-year financial performance periods that have yet to commence for the 2024 and 2025 awards, we assume that performance goals will be achieved at a target level. |

  141. Estimated Potential Payments Upon Termination or Change of Control

    | • | For the Lyons Replacement PSUs and Lyons Replacement RSUs, in the event of a termination without cause or resignation for good reason absent a change of control, the Lyons Replacement PSUs will immediately vest at target level regardless of actual performance and the Lyons Replacement RSUs will immediately vest. |

  142. Estimated Potential Payments Upon Termination or Change of Control

    | • | For the Suryadevara Replacement PSUs and Suryadevara Replacement RSUs, in the event of a termination without cause or resignation for good reason (as defined in the Suryadevara Offer Letter) absent a change of control, the Suryadevara Replacement PSUs will cliff vest at the end of the relevant performance period at target, regardless of actual performance results, and the Suryadevara Replacement RSUs will continue to vest as though a termination of employment did not occur. |

  143. Estimated Potential Payments Upon Termination or Change of Control

    | • | For the Todd Replacement PSUs and Todd Replacement RSUs, in the event of resignation for good reason (as defined in the Todd Offer Letter) absent a change of control, the Todd Replacement PSUs will cliff vest at the end of the relevant performance period based on the actual level of achievement of the applicable performance goals, and the Todd Replacement RSUs will continue to vest as though a termination of employment did not occur. |

  144. Estimated Potential Payments Upon Termination or Change of Control

    | • | Upon a qualifying termination following a change of control, the performance share units granted in 2024 and 2025 will vest after the end of the three-year performance period based on actual performance for fiscal years in the performance period that have been completed as of December 31, 2025, and at 150% of target, or as if the performance goal had been met where there is no target, for fiscal years in the performance period that have not been completed as of December 31, 2025. |

  145. Estimated Potential Payments Upon Termination or Change of Control

    | • | Upon death or disability, performance share units granted in 2024 and 2025 will vest after the end of the performance period as if employment had not terminated based on actual performance. |

  146. Estimated Potential Payments Upon Termination or Change of Control

    | • | As to each type of severance benefit provided by the Severance Policy, if the named executive officer is eligible for the same type of severance benefit under an offer letter or other agreement with us, then the executive will receive the benefits required by the agreement and will not receive those benefits under the Severance Policy. |

  147. Estimated Potential Payments Upon Termination or Change of Control

    | • | The cash payments under the “Termination Without Cause or Resignation for Good Reason” and “Termination Without Cause or Resignation for Good Reason Following Change of Control” columns for Mr. Lyons were calculated in accordance with his offer letter rather than the Severance Policy because his offer letter provides for more favorable cash payments upon a termination without cause or resignation for good reason. |

  148. Estimated Potential Payments Upon Termination or Change of Control

    | • | The amount shown in the “Retirement” column assumes that the named executive officer who was retirement-eligible at December 31, 2025, fulfills all retirement qualifications and complies with all ongoing obligations so that the applicable unvested restricted stock unit awards held by him or her as of December 31, 2025, continue to vest on their original vesting schedule. |

  149. Estimated Potential Payments Upon Termination or Change of Control

    | • | We have assumed that, in connection with a change of control, the acquiror assumes any outstanding, unvested restricted stock units and cash incentive award opportunities. |

  150. Estimated Potential Payments Upon Termination or Change of Control

    | • | In certain circumstances under the Severance Policy, the payments to our named executive officers could be reduced to eliminate potential excise taxes; however, for purposes of the tables below, we have assumed that no such reduction has occurred. |

  151. Estimated Potential Payments Upon Termination or Change of Control

    | • | The amount shown for “COBRA Continuation Coverage” on a termination without cause or resignation for good reason, whether or not following a change of control, for the named executive officers other than Mr. Lyons is the value of eighteen months of continued coverage for the executive officer and, if applicable, their immediate family under COBRA. The amount shown for “COBRA Continuation Coverage” with respect to Mr. Lyons is the value of two years of continued coverage for him and, if applicable, his immediate family. The value of the benefits is based on a number of assumptions, including the continued availability of these types of coverage at expected rates. Accordingly, the amount shown is only an estimate, and the actual amount payable by us may be greater or less than the amount shown. |

  152. Estimated Potential Payments Upon Termination or Change of Control

    | • | In accordance with the Severance Policy, the amount shown for outplacement services is 10% of the named executive officers’ respective annualized base salaries as of December 31, 2025. |

  153. Estimated Potential Payments Upon Termination or Change of Control

    | • | The Severance Policy provides that the named executive officers are entitled to receive reimbursement for certain fees and expenses, up to $25,000, paid to consultants and legal or accounting advisors in connection with the computation of benefits under the Severance Policy. |

  154. Estimated Potential Payments Upon Termination or Change of Control

    | • | Mr. Bisignano is not included in the tables below because he resigned from the company on May 6, 2025. |

  155. Potential Payment on a Termination of Employment

    Potential Payment on a Termination of Employment Mr. Lyons

  156. Potential Payment on a Termination of Employment

    | Benefits and Payments | Death or Disability Prior to Change of Control ($) | Termination Without Cause or Resignation for Good Reason ($) | Death or Disability Following Change of Control ($) | Termination Without Cause or Resignation for Good Reason Following Change of Control ($) | | Compensation: | | | | | | Cash Severance | — | 7,800,000 | — | 11,661,000 | | Cash Incentive Payment | — | — | — | — | | Stock Options: | | | | | | Unvested | — | — | — | — | | Restricted Stock Units: | | | | | | Unvested | 2,223,461 | 969,935 | 2,223,461 | 2,223,461 | | Performance Share Units: | | | | | | Unvested | 3,966,590 | 6,713,574 | 10,710,055 | 10,710,055 | | Benefits: | | | | | | COBRA Continuation Coverage | — | 70,617 | — | 70,617 | | Outplacement Services | — | 130,000 | — | 130,000 | | Advisor Fees | — | 25,000 | — | 25,000 | | Total | 6,190,051 | 15,709,126 | 12,933,516 | 24,820,133 |

  157. Potential Payment on a Termination of Employment

    Mr. Todd

  158. Potential Payment on a Termination of Employment

    | Benefits and Payments | Death or Disability Prior to Change of Control ($) | Termination Without Cause or Resignation for Good Reason ($) | Death or Disability Following Change of Control ($) | Termination Without Cause or Resignation for Good Reason Following Change of Control ($) | | Compensation: | | | | | | Cash Severance | — | 2,250,000 | — | 2,250,000 | | Stock Options: | | | | | | Unvested | — | — | — | — | | Restricted Stock Units: | | | | | | Unvested | 500,618 | 500,618 | 500,618 | 500,618 | | Performance Share Units: | | | | | | Unvested | 200,704 | 501,626 | 601,978 | 601,978 | | Benefits: | | | | | | COBRA Continuation Coverage | — | 36,616 | — | 36,616 | | Outplacement Services | — | 75,000 | — | 75,000 | | Advisor Fees | — | 25,000 | — | 25,000 | | Total | 701,322 | 3,388,860 | 1,102,596 | 3,489,212 |

  159. Potential Payment on a Termination of Employment

    Mr. Georgakopoulos

  160. Potential Payment on a Termination of Employment

    | Benefits and Payments | Death or Disability Prior to Change of Control ($) | Termination Without Cause or Resignation for Good Reason ($) | Death or Disability Following Change of Control ($) | Termination Without Cause or Resignation for Good Reason Following Change of Control ($) | | Compensation: | | | | | | Cash Severance | — | 3,300,000 | — | 3,300,000 | | Stock Options: | | | | | | Unvested | — | — | — | — | | Restricted Stock Units: | | | | | | Unvested | 6,223,099 | 4,260,257 | 6,223,099 | 6,223,099 | | Performance Share Units: | | | | | | Unvested | 1,477,203 | 745,318 | 4,110,334 | 4,110,334 | | Benefits: | | | | | | COBRA Continuation Coverage | — | 53,309 | — | 53,309 | | Outplacement Services | — | 100,000 | — | 100,000 | | Advisor Fees | — | 25,000 | — | 25,000 | | Total | 7,700,302 | 8,483,884 | 10,333,433 | 13,811,742 |

  161. Potential Payment on a Termination of Employment

    Ms. Suryadevara

  162. Potential Payment on a Termination of Employment

    | Benefits and Payments | Death or Disability Prior to Change of Control ($) | Termination Without Cause or Resignation for Good Reason ($) | Death or Disability Following Change of Control ($) | Termination Without Cause or Resignation for Good Reason Following Change of Control ($) | | Compensation: | | | | | | Cash Severance | — | 3,300,000 | — | 3,300,000 | | Stock Options: | | | | | | Unvested | — | — | — | — | | Restricted Stock Units: | | | | | | Unvested | 10,511,097 | 10,511,097 | 10,511,097 | 10,511,097 | | Performance Share Units: | | | | | | Unvested | 2,322,940 | 5,689,097 | 6,766,773 | 6,766,773 | | Benefits: | | | | | | COBRA Continuation Coverage | — | — | — | — | | Outplacement Services | — | 100,000 | — | 100,000 | | Advisor Fees | — | 25,000 | — | 25,000 | | Total | 12,834,037 | 19,625,194 | 17,277,870 | 20,702,870 |

  163. Potential Payment on a Termination of Employment

    Mr. Rosman

  164. Potential Payment on a Termination of Employment

    | Benefits and Payments | Death or Disability Prior to Change of Control ($) | Termination Without Cause or Resignation for Good Reason ($) | Death or Disability Following Change of Control ($) | Termination Without Cause or Resignation for Good Reason Following Change of Control ($) | | Compensation: | | | | | | Cash Severance | — | 2,250,000 | — | 2,250,000 | | Stock Options: | | | | | | Unvested | — | — | — | — | | Restricted Stock Units: | | | | | | Unvested | 1,466,455 | 761,170 | 1,466,455 | 1,466,455 | | Performance Share Units: | | | | | | Unvested | 608,829 | 311,064 | 1,689,057 | 1,689,057 | | Benefits: | | | | | | COBRA Continuation Coverage | — | — | — | — | | Outplacement Services | — | 75,000 | — | 75,000 | | Advisor Fees | — | 25,000 | — | 25,000 | | Total | 2,075,284 | 3,422,234 | 3,155,512 | 5,505,512 |

  165. Potential Payment on a Termination of Employment

    Mr. Chiarello

  166. Potential Payment on a Termination of Employment

    | Benefits and Payments | Death or Disability Prior to Change of Control ($) | Retirement ($) | Termination Without Cause or Resignation for Good Reason ($) | Death or Disability Following Change of Control ($) | Termination Without Cause or Resignation for Good Reason Following Change of Control ($) | | Compensation: | | | | | | | Cash Severance | — | — | 3,000,000 | — | 3,000,000 | | Stock Options: | | | | | | | Unvested | — | — | — | — | — | | Restricted Stock Units: | | | | | | | Unvested | 4,265,429 | 4,265,429 | 4,265,429 | 4,265,429 | 4,265,429 | | Performance Share Units: | | | | | | | Unvested | 775,881 | 517,276 | 517,276 | 1,999,114 | 1,999,114 | | Benefits: | | | | | | | COBRA Continuation Coverage | — | — | 35,081 | — | 35,081 | | Outplacement Services | — | — | 100,000 | — | 100,000 | | Advisor Fees | — | — | 25,000 | — | 25,000 | | Total | 5,041,310 | 4,782,705 | 7,942,786 | 6,264,543 | 9,424,624 |

  167. Potential Payment on a Termination of Employment

    Mr. Gibbons

  168. Potential Payment on a Termination of Employment

    | Benefits and Payments | Death or Disability Prior to Change of Control ($) | Termination Without Cause or Resignation for Good Reason ($) | Death or Disability Following Change of Control ($) | Termination Without Cause or Resignation for Good Reason Following Change of Control ($) | | Compensation: | | | | | | Cash Severance | — | 2,250,000 | — | 2,250,000 | | Stock Options: | | | | | | Unvested | — | — | — | — | | Restricted Stock Units: | | | | | | Unvested | 1,557,471 | 762,044 | 1,557,471 | 1,557,471 | | Performance Share Units: | | | | | | Unvested | 694,068 | 357,949 | 1,921,331 | 1,921,331 | | Benefits: | | | | | | COBRA Continuation Coverage | — | 34,854 | — | 34,854 | | Outplacement Services | — | 75,000 | — | 75,000 | | Advisor Fees | — | 25,000 | — | 25,000 | | Total | 2,251,539 | 3,504,847 | 3,478,802 | 5,863,656 |

  169. Potential Payment on a Termination of Employment

    Mr. Hau

  170. Potential Payment on a Termination of Employment

    | Benefits and Payments | Death or Disability Prior to Change of Control ($) | Termination Without Cause or Resignation for Good Reason ($) | Death or Disability Following Change of Control ($) | Termination Without Cause or Resignation for Good Reason Following Change of Control ($) | | Compensation: | | | | | | Cash Severance | — | 2,250,000 | — | 2,250,000 | | Stock Options: | | | | | | Unvested | — | — | — | — | | Restricted Stock Units: | | | | | | Unvested | 2,460,370 | 1,310,084 | 2,460,370 | 2,460,370 | | Performance Share Units: | | | | | | Unvested | 999,758 | 513,851 | 2,769,755 | 2,769,755 | | Benefits: | | | | | | COBRA Continuation Coverage | — | 35,519 | — | 35,519 | | Outplacement Services | — | 75,000 | — | 75,000 | | Advisor Fees | — | 25,000 | — | 25,000 | | Total | 3,460,128 | 4,209,454 | 5,230,125 | 7,615,644 |

  171. Potential Payment on a Termination of Employment

    Pay Versus Performance Pay Versus Performance Table The table below presents named executive officer compensation and company performance information as required by applicable Securities and Exchange Commission rules.

  172. Potential Payment on a Termination of Employment

    | Year | Summary Compensation Table Total forPEO(1) (Lyons) | Compensation Actually Paid toPEO(1)(2) (Lyons) | Summary Compensation TableTotal forPEO(1) (Bisignano) | Compensation Actually Paid to PEO(1)(2) (Bisignano) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) | Value of Initial Fixed $100 Investment Based on(4) | | Net Income Attributable to Fiserv (MM) | Adjusted Revenue for Incentive Compensation (MM)(5) | | | | | | | | | Total Shareholder Return (“TSR”) | Peer Group TSR | | | | 2025 | $70,341,992 | $20,838,113 | $26,380,228 | $273,310 | $9,039,233 | $(6,650,328) | $59 | $203 | $3,480 | $19,599 | | 2024 | — | — | 23,774,483 | 70,732,230 | 6,100,529 | 16,739,889 | 180 | 177 | 3,131 | 19,123 | | 2023 | — | — | 27,943,757 | 59,853,233 | 7,602,539 | 11,007,287 | 117 | 135 | 3,068 | 18,039 | | 2022 | — | — | 17,822,560 | 21,329,135 | 5,038,732 | 5,802,524 | 89 | 121 | 2,530 | 16,732 | | 2021 | — | — | 20,385,208 | 10,747,601 | 7,859,651 | 6,677,144 | 91 | 135 | 1,334 | 15,354 |

  173. Potential Payment on a Termination of Employment

    | (1) Mr. Lyons served as PEO for approximately the last eight months of 2025 and Mr. Bisignano served as PEO for all of 2021, 2022, 2023, 2024 and for approximately the first four months 2025. |

  174. Potential Payment on a Termination of Employment

    | (2) Amounts shown for compensation actually paid are computed in accordance with Item 402(v) of Regulation S-K and do not reflect the actual amount of compensation realized by the NEOs during the applicable year. Compensation actually paid reflects exclusions and inclusions from the Summary Compensation Table total as set forth in the tables below. |

  175. Potential Payment on a Termination of Employment

    | (3) The non-PEO NEOs reflected in these columns represent the following individuals for each of the years shown. In 2021, 2022 and 2023, these individuals were Messrs. Chiarello, Hau and Rosman, and Suzan Kereere. In 2024, these individuals were Messrs. Chiarello, Gibbons, Hau and Rosman. In 2025, these individuals were Messrs. Chiarello, Georgakopoulos, Gibbons, Hau, Rosman and Todd, and Ms. Suryadevara. |

  176. Potential Payment on a Termination of Employment

    | (4) Assumes $100 invested in our common shares on December 31, 2020. The peer group used by the company is the S&P 500 Financials Index (the “Peer Index”), which is an index used in the company’s performance graph reported in Part II, Item 5 of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |

  177. Potential Payment on a Termination of Employment

    | (5) We determined adjusted revenue for incentive compensation to be the most important financial measure used to link company performance to compensation actually paid for 2025. We selected adjusted revenue for incentive compensation because we believe that the long-term value of our enterprise depends on our ability to generate revenue excluding the impact of postage reimbursements and revenue attributable to acquisitions and divestitures not included in the current year plan. A discussion of how adjusted revenue for incentive compensation is calculated from GAAP revenue is provided in Appendix A to this proxy statement. |

  178. Calculation of Principal Executive Officer Compensation Actually Paid

    Calculation of Principal Executive Officer Compensation Actually Paid

  179. Calculation of Principal Executive Officer Compensation Actually Paid

    | | Mr. Lyons | Mr. Bisignano | | | | | | | 2025 | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total(1) | $70,341,992 | $26,380,228 | $23,774,483 | $27,943,757 | $17,822,560 | $20,385,208 | | Deduct amount reported for stock and option awards in the Summary Compensation Table(2) | (55,881,279) | (25,600,157) | (22,016,635) | (23,252,867) | (16,210,972) | (16,120,519) | | Add year-end fair value of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year(3) | 5,724,172 | | 35,755,964 | 36,387,241 | 20,127,968 | 18,853,852 | | Change in fair value as of the vesting date (from the prior year end) for vested awards granted in any prior year(3) | | 1,273,737 | 3,122,660 | 2,997,666 | 1,203,552 | (1,182,658) | | Change in fair value as of fiscal year end (from the prior year end) for unvested and outstanding awards granted in any prior year(3) | | | 30,095,757 | 15,777,434 | (1,613,973) | (11,188,283) | | Fair value as of prior year end of stock and option awards (from the prior year end) that failed to meet applicable vesting conditions during the fiscal year(3)(4) | | (22,360,994) | | | | | | Fair value as of the vesting date for awards granted and vested in the year(3) | 653,228 | 20,580,496 | | | | | | Compensation Actually Paid | $20,838,113 | $273,310 | $70,732,230 | $59,853,233 | $21,329,135 | $10,747,601 |

  180. Calculation of Principal Executive Officer Compensation Actually Paid

    | (1) Reflects the total compensation reported in the Summary Compensation Table for each year shown. |

  181. Calculation of Principal Executive Officer Compensation Actually Paid

    | (2) Reflects the grant date fair value of the awards granted in the respective years under the Incentive Plan. Information about the assumptions that we used to determine the fair value of equity awards is set forth in our Annual Report on Form 10-K in Note 15 to our Consolidated Financial Statements for the year ended December 31, 2025. |

  182. Calculation of Principal Executive Officer Compensation Actually Paid

    | (3) The valuation assumptions used to calculate the fair values did not differ materially from those disclosed at the time of grant. |

  183. Calculation of Principal Executive Officer Compensation Actually Paid

    | (4) Reflects the value at the end of the prior fiscal year of the portion of Mr. Bisignano’s awards that did not vest due to the proration of his outstanding awards as a result of his resignation as PEO. |

  184. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

  185. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | Average Summary Compensation Table Total(1) | $9,039,233 | $6,100,529 | $7,602,539 | $5,038,732 | $7,859,651 | | Deduct average amount reported for stock and option awards in the Summary Compensation Table(2) | (7,810,770) | (5,278,459) | (5,991,705) | (4,242,754) | (4,796,487) | | Add year-end average fair value of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year(3) | 2,681,850 | 8,378,840 | 6,975,641 | 5,267,468 | 5,040,055 | | Average change in fair value as of the vesting date (from the prior year end) for vested awards granted in any prior year(3) | 808,802 | 844,743 | 496,504 | (120,416) | (85,895) | | Average change in fair value as of fiscal year end (from the prior year end) for unvested and outstanding awards granted in any prior year(3) | (11,369,443) | 6,694,236 | 3,005,043 | (140,508) | (1,340,180) | | Fair value as of prior year end of stock and option awards (from the prior year end) that failed to meet applicable vesting conditions during the fiscal year(3) | | | (1,080,735) | | | | Average Compensation Actually Paid | $(6,650,328) | $16,739,889 | $11,007,287 | $5,802,524 | $6,677,144 |

  186. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | (1) Reflects the average of the total compensation reported in the Summary Compensation Table for the non-PEO NEOs in each year shown. |

  187. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | (2) Reflects the grant date fair value of awards granted in the respective years under the Incentive Plan. All equity amounts in the table are the average of the non-PEO NEO totals. Information about the assumptions that we |

  188. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    used to determine the fair value of equity awards is set forth in our Annual Report on Form 10-K in Note 15 to our Consolidated Financial Statements for the year ended December 31, 2025.

  189. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | (3) The valuation assumptions used to calculate the fair values of awards did not differ materially from those disclosed at the time of grant. |

  190. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    Compensation and Performance During the five years presented:

  191. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | Net income attributable to the company increased an average of 33% each year, growing from $1.3 billion in 2021 to over $3.4 billion in 2025, while PEO and other NEO compensation actually paid varied due primarily to executive officer succession, increased use of equity as a component of total compensation and changes in the value of our stock. |

  192. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | Adjusted revenue for incentive compensation grew 28% over the five-year period and grew an average of 6% each year, while PEO and other NEO compensation actually paid varied due primarily to executive officer succession, increased use of equity as a component of total compensation and changes in the value of our stock. |

  193. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | Cumulative total shareholder return for the company decreased by 41% compared to cumulative total shareholder return for the Peer Index which increased by 103%, while PEO and other NEO compensation actually paid varied due primarily to executive officer succession, increased use of equity as a component of total compensation and changes in the value of our stock. |

  194. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    Determining Compensation Actually Paid; Most Important Performance Measures The most important metrics that we used to determine compensation actually paid for 2025 were:

  195. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | Adjusted Revenue for Incentive Compensation |

  196. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | Organic Revenue Growth |

  197. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | Adjusted Operating Income |

  198. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | Adjusted Earnings Per Share |

  199. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | Relative Total Shareholder Return |

  200. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    Pay Ratio For the year ended December 31, 2025:

  201. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | The median annual total compensation of all our employees, other than the chief executive officer, was $88,295 |

  202. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | The annual total compensation of Mr. Lyons, who was serving as our chief executive officer on November 30, 2025, the date we selected to identify our median employee, for purposes of the pay ratio calculation was $70,447,958 |

  203. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | Based on this information, the ratio of the annual total compensation of our chief executive officer to the median of the annual total compensation of all employees is reasonably estimated to be 798 to 1 under Item 402(u) of Regulation S-K. |

  204. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    The pay ratio for 2025 is higher than the pay ratio for 2024 due to the sign-on compensation provided to our chief executive officer upon joining Fiserv. The pay ratio would be 232 to 1 if the chief executive officer’s sign-on cash award of $11,665,109 and sign-on equity awards of $38,271,616 were each excluded from his 2025 annual total compensation. This supplemental pay ratio is provided for informational purposes only and should not be viewed as a substitute for the ratio first presented above, which has been calculated in accordance with SEC requirements. We identified the median employee for 2025 by examining base cash compensation and target cash and equity incentive compensation plus commissions, overtime and shift differential for all individuals who were employed by us on November 30, 2025, including individuals who became our employees as a result of acquisitions completed between January 1, 2025 and November 30, 2025, but excluding our chief executive officer and employees in certain countries as described further below. We believe base cash compensation and target cash and equity incentive compensation, plus commissions, overtime and shift differential, is a reasonable basis on which to identify the median employee because those are the most significant elements of compensation for our employee population. We began our analysis by including all worldwide employees, whether employed on a full-time, part-time or seasonal basis. As of November 30, 2025, we had approximately 38,700 employees. We excluded the following countries and approximate number of employees in each country from the median employee determination pursuant to the de minimis exclusion permitted by Securities and Exchange Commission disclosure rules: Germany (935 employees), Austria (21 employees) and Netherlands (793 employees). As a result, we included approximately 37,000 employees in the median employee determination for 2025. Our methodology to identify the median of the annual total compensation of all employees included the following material assumptions, adjustments and estimates:

  205. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | All base cash compensation for employees outside the U.S. was converted to U.S. dollars based on a conversion rate published in our internal human resources system that is updated quarterly. |

  206. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | While we measured compensation for 2025 through November 30, 2025, we multiplied certain components of that compensation by 12/11th, which we refer to as the “full year factor,” to approximate 12 months of compensation and facilitate the identification of the median employee as indicated further below. |

  207. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | We multiplied 2025 base cash compensation rates for any permanent employees, whether full- or part-time, who were employed by us from January 1, 2025, to November 30, 2025, by the full year factor. We also annualized 2025 actual base cash compensation paid to any permanent employees, whether full- or part-time, who were hired after January 1, 2025. We used actual base cash compensation paid through November 30, 2025, for all temporary or seasonal employees. |

  208. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | For permanent employees, we assumed that any pay increases took place on May 1, 2025. Any pay increases taking place at other times during the year are immaterial to the overall result. |

  209. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | For hourly employees, we calculated base cash compensation as the hourly rate for an individual times the regularly scheduled number of hours to be worked by that individual during the year. |

  210. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | Commission pay for eligible employees in the U.S. was included in the median employee determination. We multiplied the actual amount of commissions paid during the first 11 months of 2025 by the full year factor. |

  211. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | Overtime and shift differential pay was included only for our hourly employees in the U.S., Argentina, Brazil, Colombia, India, Ireland, Italy, Mexico, Panama, Philippines, Poland, Slovakia, Spain, Tawain, United Arab Emirates, United Kingdom, and Uruguay. We multiplied the actual amount of overtime and shift differential paid to employees during the first 11 months of 2025 by the full year factor. |

  212. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | We reasonably estimate that approximately 0.4% of all commissions on an annualized basis were earned by employees located outside the U.S. during 2025, and that approximately 1.3% of all overtime and shift differential hours on an annualized basis were worked by employees located outside the U.S. during 2025. We believe any impact from those commissions or hours to be immaterial to the identification of the median employee. |

  213. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | We did not make any cost-of-living adjustments in identifying the median employee. |

  214. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    With respect to our median employee, we identified and calculated the elements of such employee’s annual total compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K and included the estimated value of such employee’s 2025 employer-paid life insurance, health care insurance and short-term and long-term disability insurance premiums as well as retirement and health savings account employer contributions. With respect to the annual total compensation of our chief executive officer, given that we had multiple individuals serving in the chief executive officer role during 2025, we decided in accordance with Instruction 10 to Item 402 of Regulation S-K to annualize the compensation of Mr. Lyons, who was serving in that role on November 30, 2025. We began with the amount reported in the “Total” column of our 2025 Summary Compensation Table included in this proxy statement plus the estimated value of Mr. Lyons’s 2025 employer-paid life insurance, health care insurance and short-term and long-term disability insurance premiums. We annualized the base salary paid to Mr. Lyons in 2025 and the estimated value of Mr. Lyons’s 2025 employer-paid life insurance, health care insurance and short-term and long-term disability insurance premiums, and we concluded that no other compensation elements were affected by his partial year of service in the chief executive officer role. The pay ratio described above may not be comparable to the pay ratio of other companies because our employee population, compensation structure, and the assumptions we made and the methodology we used in arriving at the pay ratio, may differ from those at other companies. Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm Background The audit committee of the board of directors is directly and solely responsible for the appointment, compensation, retention, termination and oversight of our independent registered public accounting firm. The audit committee has appointed Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Deloitte has served as our independent registered public accounting firm since 1985. At least annually, the audit committee assesses the performance and independence of Deloitte to determine whether we should continue to retain the firm. To this end, at least annually, Deloitte makes a presentation to the audit committee regarding the services it provides, and our chief financial officer provides the committee with his assessment of the firm’s performance. In addition, when evaluating whether to continue to retain Deloitte, the audit committee assesses the factors described in “Audit Committee Report” below, including the impact on our company of changing the independent registered public accounting firm. In conjunction with the mandated rotation of Deloitte’s lead engagement partner, the audit committee and its chair actively participate in the selection of a successor lead engagement partner. The members of the audit committee and the board believe that the continued retention of Deloitte to serve as our independent registered public accounting firm is in the best interests of the company and its shareholders. A representative of Deloitte is expected to attend the annual meeting, will have an opportunity to make a statement if he or she so desires, and will be available to respond to appropriate questions. Reason for the Proposal Appointment of our independent registered public accounting firm is not required to be submitted for shareholder approval, but the audit committee of our board of directors is seeking ratification of its appointment of Deloitte as a matter of good corporate practice. If our shareholders do not ratify this appointment, the audit committee of the board of directors will consider it a direction to seek to retain another independent registered public accounting firm. Even if the appointment is ratified, the audit committee may, in its discretion, appoint a different independent registered public accounting firm at any time if it determines that such a change would be in our shareholders’ best interests. Vote Required and Recommendation of the Board of Directors To ratify the appointment of Deloitte as our independent registered public accounting firm, the number of votes cast “for” the proposal must exceed the number of votes cast “against” the proposal. Unless otherwise specified, the proxies solicited hereby will be voted to ratify the appointment of Deloitte as our independent registered public accounting firm for 2026.

  215. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | For | The board of directors recommends that you vote “For” Proposal 3. |

  216. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    Independent Registered Public Accounting Firm and Fees The following table presents the aggregate fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates (the “Deloitte Entities”) for services provided during 2025 and 2024.

  217. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | | 2025 | 2024 | | Audit Fees | $12,211,000 | $11,591,000 | | Audit-Related Fees | 11,142,000 | 11,136,000 | | Tax Fees | 1,581,000 | 1,452,000 | | All Other Fees | — | — | | Total | $24,934,000 | $24,179,000 |

  218. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    Audit Fees. Audit fees are for professional services rendered by the Deloitte Entities in connection with the integrated audit of our annual consolidated financial statements, the review of financial statements included in our quarterly reports on Form 10-Q, stand-alone audits, statutory audits, benefit plan audits and other regulatory filings. Audit-Related Fees. Audit-related fees are for professional services rendered by the Deloitte Entities for service auditor reports, services rendered in connection with the filing of registration statements and financial due diligence advisory services. Tax Fees. Tax fees are for tax consultations and tax return preparation and compliance. Audit Committee Pre-Approval Policy The audit committee has established pre-approval policies and procedures that require audit committee approval of all audit and permitted non-audit services to be provided by its independent registered public accounting firm. For certain types of services, the audit committee pre-approves the particular services, subject to certain monetary limits, after the audit committee is presented with a schedule describing the services to be approved. The audit committee’s pre-approval policies do not permit the delegation of the audit committee’s responsibilities to management. In 2025, the audit committee pre-approved all services provided by our independent registered public accounting firm. Audit Committee Report The audit committee consists of five members: Gary S. Shedlin, who serves as Chair of the committee, Stephanie E. Cohen, Harry F. DiSimone, Céline Dufétel and Lance M. Fritz. Each member is an independent director under Nasdaq and Securities and Exchange Commission rules and meets the standards for audit committee independence as set forth in such rules. The audit committee has the duties and powers described in its written charter adopted by the board of directors, a copy of which is available on the company’s website. The audit committee provides independent review and oversight of the accounting and financial reporting processes and consolidated financial statements of Fiserv, Inc., the system of internal controls that management and the board of directors have established, the audit process and the results of operations of Fiserv, Inc. and its financial condition. Management has the responsibility for preparing the company’s consolidated financial statements and Deloitte & Touche LLP (“Deloitte”), the company’s independent registered public accounting firm, has the responsibility for performing an independent audit of our consolidated financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles and as to the effectiveness of our internal control over financial reporting. Deloitte has been the company’s independent registered public accounting firm since 1985. As part of its annual auditor engagement process, the audit committee considered:

  219. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | The performance of Deloitte. In this regard, at least annually, Deloitte makes a presentation to the audit committee regarding the services it provides, and our chief financial officer provides the committee with his assessment of the firm’s performance; |

  220. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | The independence of Deloitte, including employing its independent judgment, objectivity and professional skepticism; |

  221. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | The quality and candor of Deloitte’s communications with the audit committee and management; |

  222. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | External data relating to Deloitte’s audit quality and performance, including recent Public Company Accounting Oversight Board reports on Deloitte; |

  223. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | The impact of engagement partner rotation. Deloitte rotates its lead audit engagement partner every five years, and the audit committee interviews proposed candidates and with input from management selects the lead audit engagement partner; |

  224. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | The impact of changing the independent registered public accounting firm; and |

  225. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    | • | Operational efficiencies resulting from having an independent registered public accounting firm with a meaningful history with the company. |

  226. Calculation of Average Non-Principal Executive Officer Compensation Actually Paid

    Ultimately, the members of the audit committee and the board believe that the continued retention of Deloitte to serve as our independent registered public accounting firm is in the best interests of the company and its shareholders. The audit committee has reviewed and discussed with management and Deloitte the audited consolidated financial statements of Fiserv, Inc. for the fiscal year ended December 31, 2025. The audit committee has also discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. The audit committee has received the written disclosures and letter from Deloitte required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte’s communications with the audit committee concerning independence and has discussed with Deloitte its independence. The audit committee has pre-approved all services provided by the independent registered public accounting firm to Fiserv, Inc. and has concluded that such services are compatible with Deloitte’s independence. The audit committee also discussed with management, the internal auditors and Deloitte the quality and adequacy of the internal controls of Fiserv, Inc. and the organization, responsibilities, budget and staffing of the internal audit function of Fiserv, Inc. The audit committee reviewed with both Deloitte and the internal auditors their respective audit plans, audit scope and identification of audit risks. Based on the above-mentioned reviews and discussions, the audit committee recommended to the board of directors that the audited consolidated financial statements of Fiserv, Inc. be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for filing with the Securities and Exchange Commission. Gary S. Shedlin, Chair Stephanie E. Cohen Harry F. DiSimone Céline Dufétel Lance M. Fritz The following proposal was submitted by John Chevedden of 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, who beneficially owns 100 shares of our common stock, and will be voted on at the annual meeting if it is properly presented. The board of directors asks you to read its Statement in Opposition which follows the proposal below and recommends you vote AGAINST the proposal. The following proposal has been included exactly as we received it in accordance with the rules of the Securities and Exchange Commission, and we have not endeavored to correct any typographical errors it may contain: