DEF 14A of TransUnion, Mar 24, 2026

DEF 14A of TransUnion

Filed Mar 24, 2026 · FY20250001193125-26-121876

Open on EDGAR

  1. Director Nominees – Key Facts

    Director Nominees – Key Facts The following table provides summary information about each director nominee as of March 16, 2026. More detailed information about each director nominee’s background, skill set and experience can be found beginning on page 21.

  2. Director Nominees – Key Facts

    | Name and Occupation | Age | Director Since | Independent | Committee Membership(1)(2) | | | | | | | Other Public Company Boards | | | | | | A | C | N | M | R | T | E | | | George M. Awad Principal, Gibraltar Capital Corporation | 65 | 2013 | ☑ | ● | | | C | ● | | | — | | Christopher A. Cartwright President & Chief Executive Officer, TransUnion | 60 | 2019 | | | | | | | | ● | — | | Sayan Chakraborty(3) Former President, Product and Technology, Workday, Inc. | 58 | 2026 | ☑ | | | | | | ● | | — | | Suzanne P. Clark President and CEO, U.S. Chamber of Commerce | 58 | 2017 | ☑ | ● | | | | C | | | AGCO Corporation | | Hamidou Dia VP, Applied AI Engineering, Google Cloud | 61 | 2022 | ☑ | ● | | | | | ● | | — | | Russell P. Fradin Operating Partner, Clayton, Dubilier & Rice | 70 | 2018 | ☑ | | ● | C | ● | | | ● | Alight, Inc. | | Charles E. Gottdiener CEO, Anaplan, Inc. | 61 | 2022 | ☑ | | | | ● | ● | C | | — | | Pamela A. Joseph Former CEO and Executive Chair, Xplor Technologies | 67 | 2015 | ☑ | | ● | ● | | ● | | C | Paychex, Inc. Adyen N.V. | | Ravi Kumar(4) CEO, Cognizant Technology Solutions Corporation | 54 | 2022 | ☑ | | ● | | | | ● | | Cognizant Technology Solutions Corporation | | Thomas L. Monahan, III CEO, Heidrick & Struggles International, Inc. | 59 | 2017 | ☑ | | C | ● | | | | ● | — | | Charlotte B. Yarkoni(3) Former President, Commerce, Ecosystems, Cloud and AI, Microsoft Corporation | 56 | 2026 | ☑ | | ● | | | | | | Fiserv | | Linda K. Zukauckas CFO, Integrity, LLC | 64 | 2023 | ☑ | C | | | | | | ● | — |

  3. Director Nominees – Key Facts

    | (1) Effective April 1, 2025, Mr. Monahan stepped down from his role as the Chairperson of the Audit Committee and as a member of the Audit Committee. The Board appointed Ms. Zukauckas to serve as the Chairperson of the Audit Committee, effective April 1, 2025. (2) Effective April 1, 2025, Mr. Fradin stepped down from his role as the Chairperson of the Compensation Committee but continues to serve as a member of the Compensation Committee. The Board appointed Mr. Monahan to serve as the Chairperson of the Compensation Committee, effective April 1, 2025. (3) Each of Mr. Chakraborty and Ms. Yarkoni was appointed by the Board to serve as a director, effective January 5, 2026, to fill a newly created directorship and to serve for the balance of the one-year term expiring at the Annual Meeting, or until his or her successor is duly elected and qualified. Mr. Chakraborty and Ms. Yarkoni were each recommended to the Board by a third-party search firm. (4) Ravi Kumar Singisetti is also referred to herein as “Ravi Kumar” or “Mr. Kumar.” | Key: A – Audit Committee C – Compensation Committee N – Nominating and Corporate Governance Committee M – Mergers, Acquisitions and Integration Committee R – Risk and Compliance Committee T – Technology Committee E – Executive Committee C – Committee Chairperson ● – Committee Member |

  4. Considerations for Board Nominees

    Considerations for Board Nominees When considering whether directors and nominees have the experience, qualifications, attributes and skills to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on each person’s background and experience as reflected in the information discussed below in the section titled “Background and Experience of Directors” and each of the directors’ individual biographies. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. Our NCG Committee is responsible for reviewing the qualifications of potential director nominees and recommending candidates to the Board for nomination for election to the Board, and recommending whether Board members should stand for reelection. Our Corporate Governance Guidelines and NCG Committee charter set forth the selection criteria for evaluating potential director nominees, including, but not limited to, a potential candidate’s strength of character, mature judgment, industry knowledge or experience, independence of thought, ability to work collegially with other members of the Board and any other factors the NCG Committee considers appropriate. Each individual is evaluated in the context of the Board as a whole, with the objective of recommending a group that can best steer the success of our business. The NCG Committee also considers differences of professional experience, viewpoint, individual characteristics, qualities and skills, resulting in naturally varying perspectives among the directors. The NCG Committee considers candidates with demonstrated skills or experience in the following areas, among others: business or regulatory acumen, industry knowledge and experience, relevant career experience and financial experience, as well as those skills listed in the “Background and Experience of Directors” table set forth on page 21. The NCG Committee may also consider the extent to which a candidate would fill a present need on the Board. In identifying qualified candidates for our Board, our NCG Committee reviews candidates’ existing commitments to other businesses and potential conflicts of interest with other pursuits. The NCG Committee evaluates legal considerations such as antitrust issues, corporate governance background, financial and accounting background, executive compensation background and the size, composition and combined expertise of the existing Board. Our NCG Committee will consider director candidates from many sources, including stockholders. Stockholder recommendations must follow certain procedures under SEC rules and regulations and our Bylaws. Any such recommendations must be in writing and delivered to the NCG Committee at the following address: Corporate Secretary, 555 West Adams Street, Chicago, Illinois 60661. The NCG Committee will evaluate all candidates for the Board in the same manner, including those candidates proposed by stockholders. Our Third Amended and Restated Certificate of Incorporation provides for an unclassified Board. At the Annual Meeting, all director nominees elected by our stockholders will be elected to hold office for a term of one year, or until their successors are duly elected and qualified.

  5. Board Evaluations

    Board Evaluations Our Board and each of its committees perform an annual self-assessment to evaluate their effectiveness in fulfilling their respective obligations. In 2025, we engaged an independent third party (the “Board Consultant”) to assist us with completing the assessment. Topics in the assessment included a review of the Board’s roles and responsibilities, meetings, compensation, access to information, Board composition, communications and additional matters. A summary identifying any themes or issues that emerged in the evaluations was presented to the Board on an anonymous basis and was reviewed and discussed by the Board in a non-executive session, led by the Board Consultant. The NCG Committee also uses the results of the annual evaluations to periodically consider the mix of skills and experience the directors bring to the Board to assess whether the Board has the necessary tools to perform its oversight function effectively. Each committee also conducts its own annual self-evaluation and reports the results to the chairperson of the applicable committee and the Chairperson of the Board, including a comparison of the committee’s performance against the requirements of its written charter. Feedback received from committee evaluations is compiled anonymously and reviewed and discussed by the committee members in a non-executive session annually, and addressed with management, as appropriate. Pursuant to its charter, the NCG Committee also periodically reviews the performance of each committee and makes recommendations to the Board for the creation of additional, or elimination of existing, committees.

  6. Management Succession Planning

    Management Succession Planning The Board and the Compensation Committee require senior management to report (at least annually) on succession planning, which includes, among other things, an assessment of the experience, performance and skills for possible successors to the CEO and other executive officer positions. The Board collaborates with senior management to ensure that effective plans are in place for management succession, including reviewing succession plans relating to the CEO and other executive officer positions, as well as potential successors to those who occupy these positions. Additionally, pursuant to its charter, the Compensation Committee oversees and approves the management continuity planning process. This includes reviewing and encouraging the adoption of programs that provide for the identification and development of executives and other critical talent with an emphasis on CEO and executive officer succession matters. The Compensation Committee reports periodically to the Board on succession planning.

  7. Background and Experience of Directors

    Background and Experience of Directors Our director nominees reflect a wide range of backgrounds, skills and experiences, ranging from government relations to several current and former CEOs from varying industries. We believe that identifying the primary skills of our directors provides a meaningful representation of the balance of skills of our Board as a whole. Our directors’ individual viewpoints and unique experiences enhance the quality of our Board’s discussions and the ability to execute on our business strategy. The table below, which is current as of March 16, 2026, highlights the experience and skills of our director nominees that we believe are critical to the success of TransUnion and are based on the findings from our ongoing stockholder engagement efforts.

  8. Background and Experience of Directors

    | | | | | | | | | | | | | | | | Qualifications | | | | | | | | | | | | | | | Senior Leadership/CEO | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Global Technology | | | ● | ● | | ● | ● | ● | ● | ● | ● | ● | ● | | Data Analytics; Privacy | | ● | ● | ● | ● | ● | | ● | | ● | ● | ● | ● | | Risk Management and Regulatory | | ● | ● | | ● | | ● | | ● | | ● | ● | ● | | Cybersecurity Expertise | | ● | | ● | | ● | ● | ● | | ● | ● | ● | | | Corporate Governance | | ● | ● | | ● | | ● | | ● | | ● | ● | ● | | Finance and Accounting | | ● | ● | | | | ● | | ● | | ● | | ● | | Global/Geopolitical Perspective | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | TransUnion Industry Knowledge; Information Services | | ● | ● | | ● | | | ● | ● | | | ● | ● | | Organizational Transformation | | ● | ● | ● | ● | | ● | ● | | ● | | ● | ● | | Artificial Intelligence Expertise | | ● | | ● | | ● | | ● | | ● | | ● | | | Demographics | | | | | | | | | | | | | | | Tenure (years) | | 12 | 6 | <1 | 8 | 3 | 7 | 4 | 10 | 3 | 8 | <1 | 3 | | Age | | 65 | 60 | 58 | 58 | 61 | 70 | 61 | 67 | 54 | 59 | 56 | 64 |

  9. Background and Experience of Directors

    | 5.7 years Average Tenure of Independent Director Nominees | 61 years Average Age of Director Nominees |

  10. Director Nominee Biographies

    Director Nominee Biographies The specific experience and qualifications of each of our director nominees are described below. The age and Board committee membership indicated for each of our director nominees is as of March 16, 2026. All of our current directors will be seeking election at the Annual Meeting. See “Proposal 1: Election of Directors” for more information.

  11. Director Nominee Biographies

    | Dr. George M. Awad Independent Age: 65 Director Since: November 2013 Founder and Principal, Gibraltar Capital Corporation; Prior CEO, Citigroup Consumer Finance Board Committees • Audit • Mergers, Acquisitions and Integration, Chairperson • Risk and Compliance | Dr. Awad’s global financial services leadership, expertise in risk management and credit analytics, and experience with strategic transactions and business integration provide valuable insight to the Board as TransUnion continues to expand its data and analytics capabilities globally. Dr. George M. Awad is the founder and principal of Gibraltar Capital Corporation, an investment and strategic advisory firm established in 2011 that focuses on capital allocation, investment strategy, and advisory services for global investors and businesses. Dr. Awad is a distinguished financial services executive with extensive experience managing large global businesses across the consumer finance, credit and payments sectors. Prior to founding Gibraltar Capital, he served as Chief Executive Officer of Global Consumer Finance at Citigroup, where he oversaw a broad international platform of consumer lending and credit businesses. He previously served as CEO of North America Cards and CEO of the Global Consumer Group in Europe, the Middle East and Africa (EMEA). During his tenure at Citigroup, Dr. Awad led large-scale operational transformations, portfolio restructurings, and strategic initiatives across multiple regions, with particular focus on credit risk management, data-driven decision making, and growth in international consumer markets. Dr. Awad earned his B.S. from the American University of Beirut, his M.B.A. from the University of Pittsburgh - Katz Graduate School of Business and his Doctorate in Management from Case Western Reserve University. | | Christopher A. Cartwright Age: 60 Director Since: May 2019 President & Chief Executive Officer, TransUnion Board Committees • Executive | Mr. Cartwright is the President & Chief Executive Officer of TransUnion, which enables him to provide direct insight into the operations of the Company. He has deep knowledge of the global information industry and has overseen organizational transformation at various levels of management within our organization. | | | Christopher A. Cartwright has served as the President & Chief Executive Officer of TransUnion since May 2019. He joined the Company in August 2013, previously serving as Executive Vice President, U.S. Information Services, where he helped drive TransUnion’s transformation into a global information and insights company as the head of the largest business unit, including providing consumer reports, risk scores, analytical services and decision technology to customers in the U.S. across the financial services, insurance, tenant and employment screening and public sector industries. Prior to joining TransUnion, Mr. Cartwright was the Chief Executive Officer of Decision Insight Information Group, a portfolio of independent businesses providing real property information, software and services to insurance, finance, legal and real estate professionals in the United States, Canada and Europe. Mr. Cartwright also spent almost 14 years at Wolters Kluwer, a global information services and workflow solutions company, where he held a variety of executive positions of increasing responsibility, culminating in CEO of the Corporate and Financial Services Division and Shared Services, North America. Prior to Wolters Kluwer, he was Senior Vice President, Strategic Planning & Operations for Christie’s Inc. and Strategy Consultant for Coopers and Lybrand. Mr. Cartwright earned his bachelor’s degree in business administration and his master’s in public accountancy from The University of Texas at Austin. He serves on the Board of Directors of P33 Chicago and the Board of Trustees of the Griffin Museum of Science and Industry. |

  12. Director Nominee Biographies

    | Sayan Chakraborty Independent Age: 58 Director Since: January 2026 Former President, Product and Technology, Workday, Inc. Board Committees • Technology | Mr. Chakraborty is an accomplished software executive with extensive technology and AI leadership experience and a strong track record of leading platform, technology and data product transformations. His experience will be valuable to TransUnion as we continue to advance our global AI strategy. Sayan Chakraborty most recently served as President of Workday, responsible for Product and Technology, from December 2024 to March 2025 and Co-President from February 2023 to December 2024. He previously held multiple senior technical roles at Workday since 2015 including Executive Vice President, Product and Technology from November 2021 to February 2023 and Executive Vice President, Technology from 2019 to 2021. Prior to joining Workday, Mr. Chakraborty was Co-Founder and Chief Operating Officer of GridCraft, an AI/ML analytics company that was acquired by Workday in 2015. He has also held executive roles at Oracle, Cygnus Solutions (which was acquired by Red Hat) and multiple venture-backed startups. He has advised the White House on AI policy as a member of the National AI Advisory Committee and is named inventor on over 12 patents. Mr. Chakraborty earned his master’s degree and bachelor’s degree in aeronautics and astronautics from MIT. | | Suzanne P. Clark Independent Age: 58 Director Since: June 2017 President and CEO, U.S. Chamber of Commerce Board Committees • Audit • Risk and Compliance, Chairperson Current Public Company Board Experience AGCO Corporation (NYSE: AGCO) | Ms. Clark brings unique and global perspectives regarding macroeconomic and political environments from her decades of experience in government relations and from leading the world’s largest business organization. She also brings significant corporate governance, privacy and risk management expertise to TransUnion as well as seasoned public company board experience. Suzanne P. Clark is currently the President and Chief Executive Officer of the U.S. Chamber of Commerce, where she focuses on strategy, government relations and market innovation in support of the Chamber’s more than 3 million member companies internationally. Ms. Clark was appointed Chief Executive Officer of the U.S. Chamber of Commerce in March 2021, and has served as its President since June 2019. Ms. Clark served as Senior Executive Vice President from January 2017 until June 2019 and as Executive Vice President of the U.S. Chamber of Commerce from September 2014 until January 2017. She has served on the board of AGCO Corporation (NYSE: AGCO) and on its Talent and Compensation Committee (Chair) since April 2017 and its Sustainability Committee since April 2022. Ms. Clark also serves on the board of The Economic Club of Washington, D.C. Ms. Clark earned her B.A. and her M.B.A. from Georgetown University. |

  13. Director Nominee Biographies

    | Hamidou Dia Independent Age: 61 Director Since: July 2022 VP, Applied AI Engineering, Google Cloud Board Committees • Audit • Technology | Mr. Dia has a strong track record of delivering large scale IT transformations for leading international technology companies. His experience transforming engineering organizations from on-premise to cloud-based is particularly relevant as we continue our own technology transformation. Hamidou Dia has served as VP, Applied AI Engineering at Google Cloud since July 2024. Mr. Dia previously served as VP, Global Head of Generative AI Solution Architecture at Google Cloud from April 2023 until July 2024 and VP, Global Head of Solutions Engineering at Google Cloud from April 2019 until April 2023, where he led the Global Solution Engineering organization. Prior to that, Mr. Dia held several roles at Oracle from 1999 to 2019, most recently as Senior Vice President, North America Technology Solution Engineering and Cloud Customer Success. Serving as chief architect of the North American technology division, he oversaw a team of over 1,600 sales engineers and drove the transformation of the sales engineering organization from an on-premises to a cloud sales engineering organization. Mr. Dia earned his bachelor’s and master’s degrees in computer science from the University of Nantes, France. | | Russell P. Fradin Independent Age: 70 Director Since: July 2018 Operating Partner, Clayton, Dubilier & Rice, Inc. Board Committees • Compensation • Nominating and Corporate Governance, Chairperson • Mergers, Acquisitions and Integration • Executive Current Public Company Board Experience Alight, Inc. (NYSE: ALIT) Previous Public Company Board Experience Hamilton Insurance Group, Ltd. (NYSE: HG) (2023 (IPO)-2024) | Mr. Fradin is an accomplished CEO and private equity investor with significant leadership experience at both public and private companies. His proven experience guiding companies through organizational transformation processes is valuable to the Board as we complete the integration of our recent acquisitions. Russell P. Fradin became an operating partner with the private investment firm Clayton, Dubilier & Rice (“CD&R”) in 2016. Prior to joining CD&R, Mr. Fradin served as President and CEO at SunGard Data Systems, from 2011 until the company’s acquisition by FIS in 2015. He previously served as the Chairman and CEO of Aon Hewitt, a global leader in human resource solutions. During his tenure, Mr. Fradin oversaw the successful 2010 merger between Aon Consulting and Hewitt Associates, having been CEO of Hewitt since 2006. Additional former roles include CEO of the BISYS Group, and senior executive positions at Automatic Data Processing and McKinsey & Company. Mr. Fradin has served as the Chair of the board of directors of Alight, Inc. (NYSE: ALIT) since March 2025. From 2016 until 2024, Mr. Fradin served on the board of Hamilton Insurance Group, Ltd. (NYSE: HG), where he served on the Compensation and Personnel Committee (Chair) from 2022 to 2024. Mr. Fradin earned his B.S. in economics from the Wharton School at the University of Pennsylvania and his M.B.A. from Harvard Business School. |

  14. Director Nominee Biographies

    | Charles E. Gottdiener Independent Age: 61 Director Since: February 2022 CEO, Anaplan, Inc. Board Committees • Mergers, Acquisitions and Integration • Risk and Compliance • Technology, Chairperson | Mr. Gottdiener is an experienced CEO who has successfully overseen the implementation of innovative solutions to drive growth and organizational transformation at multiple companies. The Board values his technology and industry experience, particularly as the former CEO of Neustar, TransUnion’s largest acquisition to date. | | | Charles E. Gottdiener has served as Chief Executive Officer and a member of the Board of Directors of Anaplan, Inc., a business planning and decision-making platform, since December 2022. Previously, he served as President & Chief Executive Officer of Neustar, Inc. (“Neustar”) from 2018 until TransUnion’s acquisition of Neustar in December 2021, during which time, Mr. Gottdiener helped transform Neustar into a leading global information services and technology company. Prior to joining Neustar, Mr. Gottdiener served as a Managing Director with Providence Equity Partners where he was Head of Portfolio Operations beginning in 2010, and Chief Operating Officer from 2014 to 2018. He also served as an interim CEO or Board member of several Providence portfolio companies including Blackboard, SRA International, Altegrity, Survey Sampling, VRAD and Ascend Learning. Previously, Mr. Gottdiener spent seven years with Dun & Bradstreet, where he served in a number of strategy and operating leadership roles including as President of the global risk, analytics and internet solutions business. Mr. Gottdiener earned his B.A. in psychology from Grinnell College, where he also served as a trustee of the College, and his M.B.A. from the Wharton School of the University of Pennsylvania. | | Pamela A. Joseph, Chairperson Independent Age: 67 Director Since: September 2015 Former CEO & Executive Chair, Xplor Technologies Board Committees • Compensation • Nominating and Corporate Governance • Risk and Compliance • Executive, Chairperson Current Public Company Board Experience Paychex, Inc. (Nasdaq: PAYX) Adyen, N.V. (ADYEN.AS) | Ms. Joseph has served as the Chairperson of the Board since 2020. She brings extensive leadership experience as a seasoned CEO and provides insights from her service as a director for multiple public and private companies to our Board. She also has deep industry and technology knowledge, as well as experience overseeing organizational change. Pamela A. Joseph most recently served as Chief Executive Officer of Xplor Technologies, a cloud-based payment processing platform company from October 2022 to December 2025, and served as Xplor’s Executive Chair from 2021 to 2025. Ms. Joseph is also an Operating Partner for Advent International Corporation. Ms. Joseph previously served as the Chief Executive Officer of Clearent, a payments processing company, from 2019 to 2021. Ms. Joseph served as the President and Chief Operating Officer of Total System Services, Inc. from May 2016 until September 2017, and was the Vice Chairman of U.S. Bancorp Payment Services and Chairman of Elavon (formerly NOVA Information Systems, Inc.), a wholly-owned subsidiary of U.S. Bancorp, from 2004 until June 2015. Ms. Joseph serves on the board of directors of Paychex, Inc., a payroll provider (Nasdaq: PAYX), and also serves on its Nominating and Governance Committee (Chair), Compensation & Leadership Committee and Corporate Development Advisory Committee. Ms. Joseph also serves on the board of directors of Adyen, N.V., a Netherlands-based payment processor (ADYEN.AS), and serves on its Audit and Risk Committee. Ms. Joseph earned her B.S. from the University of Illinois at Urbana-Champaign. |

  15. Director Nominee Biographies

    | Ravi Kumar Independent Age: 54 Director Since: July 2022 CEO, Cognizant Technology Solutions Corporation (Nasdaq: CTSH) Board Committees • Compensation • Technology Current Public Company Board Experience Cognizant Technology Solutions Corporation (Nasdaq: CTSH) Previous Public Company Board Experience Digimarc Corporation (Nasdaq: DMRC) (2021-2023) | Mr. Kumar contributes decades of experience driving innovative change at global technology companies to our Board. Mr. Kumar’s technical leadership, data expertise and experience overseeing technology transformation processes are valuable assets to our Board. Ravi Kumar Singisetti has served as CEO and a member of the Board of Directors of Cognizant Technology Solutions Corporation (Nasdaq: CTSH), a multinational information technology services and consulting company, since January 2023. From 2015 to 2022 he served as the President of Infosys, a global IT consulting and services company, where he led the Infosys Global Services Organization across all global industry segments. Mr. Kumar held additional roles at Infosys from 2002, including Executive Vice President, Global Head of the Insurance, Healthcare, and Cards and Payments business unit and Senior Vice President & Global Head of Consulting & Systems Integration. From 2021 to 2023, Mr. Kumar served on the Board of Directors of Digimarc Corporation (Nasdaq: DMRC). Mr. Kumar also serves on the Board of Governors of the New York Academy of Sciences and the Board of Directors of the U.S. Chamber of Commerce. Mr. Kumar earned his bachelor’s degree in engineering from Shivaji University and his M.B.A. from Xavier Institute of Management, India. | | Thomas L. Monahan, III Independent Age: 59 Director Since: June 2017 CEO, Heidrick & Struggles International, Inc. Board Committees • Compensation, Chairperson • Nominating and Corporate Governance • Executive Previous Public Company Board Experience Heidrick & Struggles International, Inc. (2024-2025 (take-private transaction)) | Mr. Monahan has extensive experience guiding global growth and technological change, with a proven record leading complex organizations through digital transformation. His leadership expertise and public company board experience are valuable to the Board as TransUnion continues to advance its technology, talent and operational initiatives. Thomas L. Monahan, III has served as the CEO and a member of the board of directors of Heidrick & Struggles International, Inc. a global leadership advisory and technology firm providing executive search, leadership assessment and development, organization and team effectiveness, and performance technology tools, since March 2024. Mr. Monahan is the former Chief Executive Officer of DeVry University, serving in such role from 2020 to 2023, and he has served as Executive Vice Chair of DeVry since September 2023. He also founded Norton Street Holdings, a private investment vehicle, in 2017. He also served as Executive Chairman of PK Global, a leading digital services firm, owned by the Carlyle Group, from 2018 until its sale in 2021. Mr. Monahan previously served as Chairman and Chief Executive Officer of CEB, Inc. from 2008 until its April 2017 merger with Gartner Inc. (NYSE: IT), and served as CEO from 2005 to 2017. CEB provided data and insights to lift the performance of the world’s leading companies. In his 21 years at CEB, Mr. Monahan led significant global growth and digitization of product delivery. Mr. Monahan is a Trustee of the Johns Hopkins Health System and the Meridian International Center, and a board member at the Nature Conservancy of Maryland/Washington, D.C. Mr. Monahan earned his B.A. from Harvard University and his M.B.A. from New York University. |

  16. Director Nominee Biographies

    | Charlotte B. Yarkoni Independent Age: 56 Director Since: January 2026 Former President, Commerce, Ecosystems, Cloud and AI, Microsoft Corporation Board Committees • Compensation Current Public Company Board Experience Fiserv (Nasdaq: FISV) | Ms. Yarkoni has extensive experience leading global technology organizations with expertise in developing end-to-end digital commerce infrastructure and customer engagement platforms. Her experience and strategic insights are valuable to the Board as TransUnion advances and scales its global platform and product suites. Charlotte B. Yarkoni most recently served as President, Commerce, Ecosystems, Cloud and AI at Microsoft from March 2022 to April 2025. She previously held several leadership roles at Microsoft beginning in 2016, including Vice President and Chief Operating Officer, Cloud and AI from February 2021 to March 2022 and Corporate Vice President, Commerce and Ecosystems from 2016 to 2021. Prior to joining Microsoft, Ms. Yarkoni held positions at Telstra, VMware, EMC, Amdocs and BellSouth. Ms. Yarkoni currently serves on the Board of Directors of Fiserv (Nasdaq: FISV), where she sits on both the Nominating and Corporate Governance and Risk Committees. Ms. Yarkoni earned her bachelor’s degree in management science from the Georgia Institute of Technology. | | Linda K. Zukauckas Independent Age: 64 Director Since: January 2023 CFO, Integrity, LLC Board Committees • Audit, Chairperson • Executive Previous Public Company Board Experience MTS Systems (2019-2021) | Ms. Zukauckas brings deep finance and accounting expertise to the Board as a former CFO of a public company. She also has extensive leadership and corporate governance experience from her roles at multiple public and private global companies. Linda K. Zukauckas has served as Chief Financial Officer of Integrity, LLC, a distributor of life and health insurance and provider of solutions for wealth management and retirement planning, since July 2024. She previously served as Chief Financial Officer of Nielsen Holdings from February 2020 until February 2023, departing in connection with Nielsen’s take-private transaction. Prior to Nielsen, she held executive leadership roles at American Express from November 2011 to January 2020, most recently Executive Vice President/Deputy Chief Financial Officer from 2018 to 2020, and previously, EVP/Controller and Chief Accounting Officer. From 2000 to 2011, Ms. Zukauckas held various senior finance roles at Ally Financial, including strategy/M&A, divisional CFO, head of corporate planning, global controller/Chief Accounting Officer and global head of internal audit. Ms. Zukauckas currently serves on the board of Zelis, a privately-held healthtech platform that is modernizing the healthcare financial experience. Ms. Zukauckas earned her bachelor’s degree in business administration from Texas Tech University. |

  17. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Upon the recommendation of the Nominating and Corporate Governance Committee, our Board has nominated the 12 people named below for election as directors at our Annual Meeting. Each of the nominees for director has agreed to be named in this proxy statement and to serve as a director if elected. Nominees:

  18. Director Compensation

    Director Compensation The following table discusses the compensation earned by our non-employee directors in 2025. As of March 31, 2025, all of our non-employee directors were independent, as Mr. Gottdiener qualified as an independent director under the NYSE Listing Standards on such date. Mr. Cartwright, our President & CEO, is not included in the table below because he did not receive any additional compensation for his service on the Board. Mr. Cartwright’s 2025 compensation is presented in the “Summary Compensation Table—2025” found on page 63. The Compensation Committee annually reviews non-employee director compensation with its independent compensation consultant, FW Cook, to confirm that pay is aligned with the market and that of our Custom Comparator Group (as defined on page 51) used for executive compensation benchmarking, but is not excessive. After its annual compensation review in May 2025, upon the recommendation of FW Cook, the Compensation Committee recommended, and the Board approved, a $20,000 increase (from $190,000 to $210,000) in the grant value of the annual restricted stock granted to our non-employee directors to align with our Custom Comparator Group. In 2025, our non-employee directors were eligible for the annualized compensation amounts described below. The non-employee directors are paid on a quarterly basis for their service on our Board and Committees(1):

  19. Director Compensation

    | Board of Directors’ Annual Retainer | $95,000 | | Board Chairperson Fee | $150,000 | | Audit Committee Chairperson Fee | $30,000 | | Compensation Committee Chairperson Fee | $25,000 | | Nominating and Corporate Governance Committee Chairperson Fee | $20,000 | | Mergers, Acquisitions and Integration Committee Chairperson Fee | $20,000 | | Risk and Compliance Committee Chairperson Fee | $20,000 | | Technology Committee Chairperson Fee | $20,000 | | Committee Member Fees | $10,000 |

  20. Director Compensation

    | (1) The Chairperson and members of the Executive Committee do not receive compensation for service on the Executive Committee. |

  21. Director Compensation

    In addition, in 2025, our non-employee directors received restricted stock grants with a grant value of $210,000 under our Second Amended and Restated 2015 Omnibus Incentive Plan (“Second Amended 2015 Plan”), which vest on the one-year anniversary of the grant date. The restricted stock grants provide the directors with the same rights as stockholders generally, including the right to receive dividends paid on our common stock. The total compensation earned by our non-employee directors in 2025 is shown in the table below.

  22. Non-Employee Director Compensation Table – 2025

    Non-Employee Director Compensation Table – 2025

  23. Non-Employee Director Compensation Table – 2025

    | Name | Fees Earned in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | George M. Awad | 145,000 | 209,946 | — | 354,946 | | Suzanne P. Clark | 135,000 | 209,946 | — | 344,946 | | Hamidou Dia | 115,000 | 209,946 | — | 324,946 | | Russell P. Fradin | 151,250 | 209,946 | — | 361,196 | | Charles E. Gottdiener | 145,000 | 209,946 | — | 354,946 | | Pamela A. Joseph | 275,000 | 209,946 | — | 484,946 | | Ravi Kumar | 115,000 | 209,946 | — | 324,946 | | Thomas L. Monahan, III | 141,250 | 209,946 | — | 351,196 | | Linda K. Zukauckas | 127,500 | 209,946 | — | 337,446 |

  24. Non-Employee Director Compensation Table – 2025

    | (1) The amounts shown in this column represent the full grant date fair value of the restricted stock grant in 2025 as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the calculation of these amounts are included in Note 16 “Stock-Based Compensation,” of the consolidated financial statements contained in our 2025 Annual Report on Form 10-K. Dr. Awad, Messrs. Dia, Fradin, Gottdiener, Kumar and Monahan, and Mses. Clark, Joseph and Zukauckas each received a grant of 2,463 shares of restricted stock under our Second Amended 2015 Plan on May 7, 2025. These are the only outstanding restricted stock grants for each director as of December 31, 2025. |

  25. COMPENSATION DISCUSSION AND ANALYSIS

    | • | 2025 Annual Incentive Plan Performance; |

  26. COMPENSATION DISCUSSION AND ANALYSIS

    | • | 2023 PSU Performance; and |

  27. COMPENSATION DISCUSSION AND ANALYSIS

    | • | The role of the Compensation Committee, management and compensation consultant in compensation decisions (see page 48); |

  28. COMPENSATION DISCUSSION AND ANALYSIS

    | • | Our market analysis and benchmarking (see page 51); and |

  29. 2025 Annual Incentive Plan Performance

    2025 Annual Incentive Plan Performance The following highlights the consolidated financial performance results used for our 2025 annual incentive plan. Our Defined Consolidated Adjusted EBITDA was $1,634.9 million, resulting in a payout of 139.8% of target; our Defined Consolidated Revenue was $4,548.1 million, resulting in a payout of 173.7% of target; and our Defined Adjusted Diluted Earnings per Share was $4.27, resulting in a payout of 169.0% of target. For all NEOs, Defined Consolidated Adjusted EBITDA has a 35% weighting, Defined Consolidated Revenue has a 35% weighting, and Defined Adjusted Diluted Earnings per Share has a 20% weighting. The remaining 10% is for each NEO’s Strategic Individual Objectives. Our 2025 annual incentive plan, including individual objectives, applicable weightings and achievement is discussed in greater detail beginning on page 53 in the section titled “2025 Executive Compensation Program—Annual Incentive Plan.”

  30. 2023 PSU Performance

    2023 PSU Performance The following summarizes the performance results for our performance share units (“PSUs”) granted in February 2023 with a performance period of January 1, 2023 to December 31, 2025 (the “2023 PSUs”). The performance metrics used for these share-based grants consist of Cumulative Adjusted EBITDA, Cumulative Revenue and Relative Total Stockholder Return (“Relative TSR”) performance over the performance period. These metrics are defined in the grant agreements and are similar, but not identical, to the performance metrics used for our 2025 annual incentive plan as discussed above. In the context of our PSUs, both Cumulative Adjusted EBITDA and Cumulative Revenue include adjustments to remove the impact of currency fluctuation and inorganic growth. For purposes of this section, references to Cumulative Adjusted EBITDA, Cumulative Revenue and Relative TSR will have the meanings ascribed to them in the grant agreements. Overall, our Cumulative Adjusted EBITDA over the performance period was $4,523.2 million, resulting in vesting at 111% of target under this metric. Our Cumulative Revenue over the performance period was $12,390.0 million resulting in vesting at 200% of target under this metric. Our Relative TSR performance over the performance period was at the 62nd percentile resulting in vesting at 138% of target. For our 2023 PSUs, Cumulative Adjusted EBITDA has a 30% weighting, Cumulative Revenue has a 20% weighting, and Relative TSR has a 50% weighting, resulting in an overall weighted payout at 142% of target. Our PSU performance is discussed in greater detail beginning on page 57 in the section titled “2025 Executive Compensation Program—Long-Term Incentive Plan—2023 PSU Performance.”

  31. 2025 Executive Compensation Program Actions, Results and Changes

    | • Mr. Cartwright received an increase to his target bonus percentage to better align with market benchmarks (see page 53). • Mr. Cello received a base salary increase to better align his pay with peers and to market benchmarks (see page 52). • Each of our NEOs received a payout under our 2025 annual incentive program at 154.0% of target based on corporate and individual performance (see page 55). • Our NEOs, including our CEO, each received annual long-term incentive (“LTI”) awards in the form of time-vesting RSUs and performance-vesting PSUs (see page 56). • Mr. Abdelsadek and Mses. Chambers and Zuiker each received a sign-on equity grant in the form of time-vesting RSUs in connection with the commencement of their employment with TransUnion (see page 59). |

  32. Executive Compensation Philosophy & Practices

    | • | Attract, motivate and retain highly experienced executives who are vital to our short- and long-term success, profitability and growth; |

  33. Executive Compensation Philosophy & Practices

    | • | Evaluates the performance of our CEO in light of such goals and objectives and approves the annual base salary, annual incentive, LTIs and other benefits provided to the CEO and other executive officers; |

  34. Executive Compensation Philosophy & Practices

    | • | Reviews and recommends to the full Board, or approves, new executive compensation programs, including LTI compensation programs; |

  35. Executive Compensation Philosophy & Practices

    | • | Engages an independent compensation consultant to solely advise the Compensation Committee as to the competitiveness of our program and incentives being provided to our CEO and the other executives; and |

  36. Executive Compensation Philosophy & Practices

    | • | Places a significant portion of each executive’s compensation at risk, contingent upon meeting measurable and meaningful performance goals. |

  37. Role of Compensation Committee, Management and Compensation Consultant in Compensation Decisions

    Role of Compensation Committee, Management and Compensation Consultant in Compensation Decisions Pursuant to its charter, the Compensation Committee is responsible for overseeing our executive compensation program, developing and reviewing our executive compensation philosophy, and recommending to the full Board, or approving, decisions regarding executive compensation. The Compensation Committee is ultimately responsible for making the compensation decisions with respect to our CEO and other NEOs and creating appropriate programs for them. The Compensation Committee seeks and considers input from senior management and an independent compensation consultant in connection with its duties. In 2025, the Compensation Committee engaged FW Cook as a consultant on executive compensation matters. FW Cook’s engagement includes reviewing and advising on executive compensation matters principally related to the CEO, the executive officers, our senior executives and outside directors. For 2025, FW Cook assisted the Compensation Committee by:

  38. Role of Compensation Committee, Management and Compensation Consultant in Compensation Decisions

    | • | Recommending a comparator group for benchmarking purposes; |

  39. Role of Compensation Committee, Management and Compensation Consultant in Compensation Decisions

    | • | Providing comparator group data on compensation levels and design for our executive officers and outside directors; |

  40. Role of Compensation Committee, Management and Compensation Consultant in Compensation Decisions

    | • | Reviewing the Company’s compensation policies and practices and providing assessments as to whether such policies and practices are reasonably likely to have a material adverse effect on the Company; and |

  41. Role of Compensation Committee, Management and Compensation Consultant in Compensation Decisions

    | • | Providing insight into broader market practices, executive compensation trends and regulatory developments and management compensation proposals. |

  42. Role of Compensation Committee, Management and Compensation Consultant in Compensation Decisions

    FW Cook performs services solely on behalf of the Compensation Committee and does not provide any other services to us. The Compensation Committee assessed the independence of FW Cook and concluded that no conflicts of interest exist that would prevent FW Cook from independently representing the Compensation Committee. Executive management regularly participates in the compensation decision-making process in the following specific respects:

  43. Role of Compensation Committee, Management and Compensation Consultant in Compensation Decisions

    | • | The CEO reports to the Compensation Committee his performance evaluation of our senior executives, including the NEOs (other than himself). Together with the EVP, Chief Human Resources Officer, the CEO recommends compensation decisions for these individuals, including base salary levels, the mix of incentive awards and performance objectives; and |

  44. Role of Compensation Committee, Management and Compensation Consultant in Compensation Decisions

    | • | The CEO develops recommended performance objectives and targets for our incentive compensation programs. |

  45. Target Compensation Mix

    Target Compensation Mix There is a significant emphasis on the elements that comprise performance-based pay (annual and long-term incentive awards). As illustrated in the following charts, a significant percentage of our CEO’s and all other NEOs’ 2025 target total compensation (i.e., target annual incentive, RSUs and PSUs) is linked to Company performance and aligned with the interests of our stockholders and considered “at-risk:” 93% for the CEO and 83% for our other NEOs.

  46. Target Compensation Mix

    | (1) Percentages calculated using 2025 annual base salary, target annual incentive and target annual LTI grant value for RSUs and PSUs. Amounts shown have been rounded to the nearest whole percentage. The sign-on equity grants to Mr. Abdelsadek and Mses. Chambers and Zuiker are not included in the above charts. |

  47. Key Executive Compensation Components

    Key Executive Compensation Components The key components of our executive compensation program for NEOs are base salary, annual incentive, employee benefits (health, welfare, retirement and perquisites) and LTI awards, which consist of time-vested RSUs and PSUs, which are subject to a three-year performance period. These elements are illustrated in detail below:

  48. Key Executive Compensation Components

    | Component | | Description | Purpose | | Fixed | Base Salary | • Ongoing cash compensation based on the NEO’s role, responsibilities, market data and individual performance | • Designed to attract and retain experienced executives • Recognizes individual experiences, skills and sustained performance | | | Benefits (health, welfare and retirement) | • Medical, dental, vision, qualified and non-qualified retirement plan | • Same benefits generally available to U.S. employees | | | Perquisites | • Reimbursement for financial and tax planning services and annual physical program | • Supports personal financial planning needs • Ensures personal well-being | | At-Risk | Annual Incentive | • Actual pay varies between 0% and 200% of target • Uses predominantly financial objectives as well as individual objectives | • Incentivizes and drives the accomplishment of short-term financial and individual strategic goals | | | Restricted Stock Units | • Represents 50% of target annual LTI grant value • Vest ratably over a 42-month period from the grant date provided NEO remains continuously employed | • Aligns NEOs to long-term financial and share price performance • Designed to retain executives • Aligns NEOs with interest of stockholders | | | Performance Share Units | • Represents 50% of target annual LTI grant value • Actual awarded shares vary between 0% and 200% of target • Performance components include 3-year Cumulative Adjusted Earnings per Share, Cumulative Revenue and Relative TSR • Vest 100% following 3-year performance period based on actual Company performance | • Aligns NEOs to long-term financial and share price performance • Aligns pay and performance by linking number of shares to financial and market performance • Aligns NEOs with interest of stockholders |

  49. Market Analysis and Benchmarking

    Market Analysis and Benchmarking As described below, we use various tools and methods, including benchmarking, to evaluate whether each NEO’s level of pay is appropriate. For 2025, the benchmarking process for all of our NEOs is described below.

  50. Benchmarking

    Benchmarking The Compensation Committee benchmarks against the median for each pay component (i.e., base salary, target annual incentive and target LTI grants) and total compensation to guide our compensation objectives. We utilize the median as a point of reference and not necessarily the definitive compensation level. Consequently, our NEOs’ compensation may be positioned at a level less than or greater than the median based on time in position, experience and competitive pay objectives, as well as other factors. Comparator Group The Compensation Committee, with input from FW Cook and management, annually approves a public-company comparator group (the “Custom Comparator Group”) to be used in reviewing and benchmarking various pay components in addition to the use of technology industry and general industry data. The selection of the Custom Comparator Group begins with an initial list of potential organizations and is then filtered using various selection criteria to determine our final list of comparator companies. The following outlines the process the Compensation Committee used in selecting the Custom Comparator Group for benchmarking executive compensation. Based on the above methodology, the evaluation resulted in no year-over-year changes to our Custom Comparator Group.

  51. Incentive Compensation

    Incentive Compensation Outside of base salary, benefits and perquisites (described below), all other compensation received by each NEO is considered “at-risk,” including compensation received under our annual incentive plan and LTI plan. Target Setting The Compensation Committee set the performance targets for our 2025 annual incentive plan and LTI plan in early 2025. The Compensation Committee believes that the performance targets it established were appropriately challenging, while providing meaningful motivational value to our NEOs. The performance targets required the Company to generate significant performance while effectively managing various macroeconomic factors during 2025. The Compensation Committee considered the following factors when establishing the performance targets, including the related threshold and maximum target levels:

  52. Incentive Compensation

    | • | annual and long-term operating plans; |

  53. Annual Incentive Plan

    Annual Incentive Plan The annual incentive plan is designed to motivate and reward our NEOs based on financial and individual performance. Financial targets are approved by the Compensation Committee at the beginning of the performance period with individual and other qualitative goals designed to successfully drive our operations and business results and to achieve our overall corporate strategy. Each NEO’s annual incentive is determined by multiplying the applicable NEO’s target annual incentive percentage by the NEO’s eligible base salary and then multiplying this result by the percentage achievement with respect to the applicable financial and individual goals, provided the threshold level of performance is achieved. Target Levels Each NEO has a target annual incentive expressed as a percentage of their eligible base salary. The target is determined by the Compensation Committee after consideration of several factors, including the NEO’s duties and responsibilities and competitive market data. Mr. Cartwright received an increase to his 2025 target annual bonus from 150% to 175% of his base salary in order to better align his pay with other CEOs in the Custom Comparator Group. Mr. Cello’s 2025 target annual bonus was unchanged from 2024. Our other NEOs’ 2025 target annual bonuses were established in connection with the commencement of their employment with TransUnion in 2025.

  54. Annual Incentive Plan

    | Named Executive Officer | 2025 Target Annual Incentive as a Percentage of Base Salary | 2025 Target Annual Incentive | | Christopher A. Cartwright | 175% | $1,851,938 | | Todd M. Cello | 110% | $751,300 | | Mohamed F. Abdelsadek | 100% | $650,000 | | Tiffani L. Chambers | 100% | $580,000 | | Alicia B. Zuiker | 100% | $550,000 |

  55. Annual Incentive Plan

    Financial and Individual Objectives, Targets and Potential Payouts The following table defines the various financial and individual objectives applicable for the 2025 annual incentive plan. The actual payout ranges between 0% and 200% of target for each objective depending on actual performance. The objectives of Defined Consolidated Adjusted EBITDA, Defined Consolidated Revenue and Defined Adjusted Diluted Earnings per Share (each defined below) are to incentivize our NEOs to drive the achievement of overall Company financial performance. Strategic Individual Objectives consist of quantitative and qualitative metrics tailored to each NEO, which are designed to drive key business priorities and incentivize the delivery of significant strategic progress. Additionally, these goals are designed to provide NEOs with the opportunity to achieve above target payouts only upon robust performance. In 2025, the Strategic Individual Objectives were subject to a downward modifier based on the Company’s Operational Standards and Risk Management Objectives (as defined below).

  56. Annual Incentive Plan

    | Objective | Definition | | Defined Consolidated Adjusted EBITDA | Consolidated Adjusted EBITDA as reported in our 2025 Annual Report on Form 10-K further adjusted to eliminate the impact of foreign currency fluctuations as approved by management and the Compensation Committee for annual incentive plan purposes. | | Defined Consolidated Revenue | Revenue as reported in our 2025 Annual Report on Form 10-K further adjusted to eliminate the impact of foreign currency fluctuations. | | Defined Adjusted Diluted Earnings per Share | Adjusted Diluted Earnings per Share as reported in our 2025 Annual Report on Form 10-K further adjusted to eliminate the per share impact of foreign currency fluctuations as approved by management and the Compensation Committee for annual incentive plan purposes. | | Strategic Individual Objectives | Specific individual quantitative and qualitative goals aligned with our strategic objectives. | | Operational Standards and Risk Management Objectives | Year-over-year continuous improvement of key metrics related to operational processes, IT service availability and consumer contact resolution. |

  57. Annual Incentive Plan

    The following table provides threshold, target and maximum targets for the financial objectives described above. It also provides actual 2025 results and payouts under the 2025 annual incentive plan as a percentage of target. For each financial objective the NEO receives a 50% payout at threshold performance, a 100% payout at target performance and a 200% payout at maximum performance. The payout for performance between percentages is interpolated on a straight-line basis and performance below threshold results in a 0% payout for that financial objective.

  58. Annual Incentive Plan

    | Financial Objective | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Result | Payout (%) | | Defined Consolidated Adjusted EBITDA* | $1,480.5 | $1,609.2(1) | $1,673.6 | $1,634.9 | 139.8 | | Defined Consolidated Revenue* | $4,227.2 | $4,449.7(1) | $4,583.2 | $4,548.1 | 173.7 | | Defined Adjusted Diluted Earnings per Share | $3.82 | $4.15(1) | $4.32 | $4.27 | 169.0 |

  59. Annual Incentive Plan

    | * Amounts reflect millions. |

  60. Annual Incentive Plan

    | (1) For 2025, the Compensation Committee adjusted our Defined Consolidated Adjusted EBITDA target from $1,609.7 million to $1,609.2 million, our Defined Consolidated Revenue target from $4,425.1 million to $4,449.7 million and our Defined Adjusted Diluted Earnings per Share target from $4.16 to $4.15, in each case, to reflect the impact of our acquisition of Monevo Limited, which was consummated on April 1, 2025. |

  61. Annual Incentive Plan

    2025 Annual Incentive Payouts The following table summarizes each NEO’s 2025 annual incentive plan objectives described above, including the applicable weighting, payout as a percentage of target and payout as a dollar amount. The weightings for each NEO are determined based on the NEO’s role, duties and responsibilities and are designed to strengthen the link between pay and performance. Payments based on the 2025 annual incentive plan were 154.0% of target.

  62. Annual Incentive Plan

    | Named Executive Officer | Objective | Weighting | Payout (%) | Payout ($) | | Christopher A. Cartwright, President & Chief Executive Officer | Defined Consolidated Adjusted EBITDA | 35% | 139.8% | $906,153 | | | Defined Consolidated Revenue | 35% | 173.7% | $1,125,885 | | | Defined Adjusted Diluted Earnings per Share | 20% | 169.0% | $625,956 | | | Strategic Individual Objectives | 10% | 105.0% | $194,453 | | | | Total | 154.0% | $2,852,447 | | Todd M. Cello, EVP, Chief Financial Officer | Defined Consolidated Adjusted EBITDA | 35% | 139.8% | $367,611 | | | Defined Consolidated Revenue | 35% | 173.7% | $456,753 | | | Defined Adjusted Diluted Earnings per Share | 20% | 169.0% | $253,939 | | | Strategic Individual Objectives | 10% | 105.0% | $78,887 | | | | Total | 154.0% | $1,157,190 | | Mohamed F. Abdelsadek, EVP, Chief Global Solutions Officer | Defined Consolidated Adjusted EBITDA | 35% | 139.8% | $318,045 | | | Defined Consolidated Revenue | 35% | 173.7% | $395,168 | | | Defined Adjusted Diluted Earnings per Share | 20% | 169.0% | $219,700 | | | Strategic Individual Objectives | 10% | 105.0% | $68,250 | | | | Total | 154.0% | $1,001,163 | | Tiffani L. Chambers, EVP, Chief Operations Officer | Defined Consolidated Adjusted EBITDA | 35% | 139.8% | $283,794 | | | Defined Consolidated Revenue | 35% | 173.7% | $352,611 | | | Defined Adjusted Diluted Earnings per Share | 20% | 169.0% | $196,040 | | | Strategic Individual Objectives | 10% | 105.0% | $60,900 | | | | Total | 154.0% | $893,345 | | Alicia B. Zuiker EVP, Chief Human Resources Officer | Defined Consolidated Adjusted EBITDA | 35% | 139.8% | $269,115 | | | Defined Consolidated Revenue | 35% | 173.7% | $334,373 | | | Defined Adjusted Diluted Earnings per Share | 20% | 169.0% | $185,900 | | | Strategic Individual Objectives | 10% | 105.0% | $57,750 | | | | Total | 154.0% | $847,138 |

  63. Annual Incentive Plan

    For the Strategic Individual Objectives, the Board (for the CEO) and the CEO (for the remaining NEOs) evaluated each of the NEOs in conjunction with such NEO’s self-evaluation, with the Compensation Committee approving the final performance. In 2025, all of our NEOs, including our CEO, earned a 105% payout on their Strategic Individual Objectives. Mr. Cartwright delivered financial results that exceeded expectations each quarter, while accelerating TransUnion’s pace of innovation and enhancing its technology and operating platforms. Mr. Cello demonstrated strong leadership by enhancing finance operations through both technology and talent development, strengthening the global capability centers for ongoing transformation, and driving meaningful process simplification and efficiency improvements. Since joining TransUnion in March 2025, Mr. Abdelsadek has materially advanced the product management initiative by strengthening alignment between product solutions and the broader organization and driving positive momentum. Since joining TransUnion in February 2025, Ms. Chambers has effectively delivered a clear strategic direction for global operations, aligning the organization with our technology transformation and establishing a scalable, client and consumer centric roadmap. Since joining TransUnion in June 2025, Ms. Zuiker has demonstrated strong leadership by elevating human resources and communications from tactical execution to a strategic enterprise enabler, strengthening incentives, workforce strategy, and the operating model to support scalable global growth. The Compensation Committee also considered progress against various applicable human capital goals as part of its holistic evaluation of each NEO. The Company achieved its Operational Standards and Risk Management Objectives; therefore, no downward modification was made to any of the NEOs’ final Strategic Individual Objectives. 2026 Annual Incentive Plan In 2026, the weightings of the metrics in the annual incentive plan for our NEOs will be as follows: Defined Consolidated Adjusted EBITDA – 35%, Defined Consolidated Revenue – 35%, Defined Adjusted Diluted Earnings per Share – 20%, and Strategic Individual Objectives – 10%. The Compensation Committee determined to remove the Operational Standards and Risk Management Objectives as a modifier in our 2026 annual incentive plan. The Compensation Committee and the Company remain committed to strong operational risk management and the Company has embedded all of the applicable operational risk management metrics into its day-to-day operations or into the NEOs’ Strategic Individual Objectives. The Compensation Committee has the discretion under the 2026 annual incentive program to make adjustments to performance metrics and/or results as it determines to be appropriate or necessary in order to reflect the impact of mergers, acquisitions and dispositions, corporate allocations and/or transfers of revenue and/or expenses from one segment of our business to another.

  64. Long-Term Incentive Plan

    Long-Term Incentive Plan 2025 Annual LTI Grants Our NEOs receive annual LTI grants, which are linked directly to the creation of stockholder value over a multi-year term. In 2025, 80% of the target total compensation opportunity provided to our CEO and 65% of the target total compensation opportunity provided to all other NEOs was equity-based and directly correlated to the Compensation Committee’s view that there should be a strong connection between an NEO’s rewards and stockholder value creation. As noted previously, 50% of the 2025 target LTI grant value was delivered in the form of time-vested RSUs that vest ratably over a 42-month period where 33% vests on each of August 28, 2026 and August 28, 2027, and 34% vests on August 28, 2028. The remaining 50% of the 2025 target LTI grant value was delivered in the form of PSUs that vest following a three-year performance period starting January 1, 2025 and ending December 31, 2027. When dividends are paid on our common stock, unvested RSUs accrue dividend equivalents that are paid out in cash or, in the sole discretion of our Compensation Committee, in shares of our common stock, based on the number of shares that vest. Similarly, for PSUs, dividend equivalents accrue during the performance period and are paid out in cash or, in the sole discretion of our Compensation Committee, in shares of our common stock, based on the number of shares that vest as a result of actual Company performance. The PSU grants made in 2025 have the following three performance components and weightings with the actual payout ranging between 0% and 200% of target for each performance component depending on actual Company performance:

  65. Long-Term Incentive Plan

    | Performance Component | Weighting | | Cumulative Adjusted Diluted Earnings per Share(1) | 30% | | Cumulative Revenue(1) | 20% | | Relative TSR against the companies in the Commercial and Professional Services industry classification within the Russell 3000 Index (the “Relative TSR Peer Group”) | 50% |

  66. Long-Term Incentive Plan

    | (1) Cumulative Adjusted Diluted Earnings per Share is calculated using the definition of Adjusted Diluted Earnings per Share disclosed in our 2025 Annual Report on Form 10-K, adjusted to be on an organic, constant currency basis. Cumulative Revenue is calculated based on revenue reported in our 2025 Annual Report on Form 10-K, adjusted to be on an organic, constant currency basis. |

  67. Long-Term Incentive Plan

    Additionally, if our actual Total Stockholder Return (“TSR”) during the performance period is negative, then the maximum payout for the Relative TSR performance component is 100%, regardless of actual performance against the Relative TSR Peer Group. The Compensation Committee sets our financial performance targets for the Cumulative Adjusted Diluted Earnings per Share and Cumulative Revenue components taking into consideration our long-term strategic plan. We do not publicly disclose specific financial performance targets on a prospective basis. Prospectively disclosing these specific targets would provide competitors and others with insights into our confidential planning process and strategies and potentially harm us competitively. We design our financial performance targets to be challenging. There is a risk we will not achieve threshold or target performance resulting in either no shares or shares awarded below target. The Cumulative Adjusted Diluted Earnings per Share and Cumulative Revenue performance components applicable to our PSUs granted in 2025 differ from the Defined Adjusted Diluted Earnings per Share and Defined Consolidated Revenue financial components in our 2025 annual incentive plan. Each are independent financial components intended to drive different behavior. The performance targets for the annual incentive financial components are based on our annual internal operating targets and designed to incentivize our annual performance, while the performance targets for the PSU components are based on our long-term strategic plan and designed to incentivize long-term performance. To determine the 2025 target LTI grant value for each NEO, the Compensation Committee considered target total compensation data from our Custom Comparator Group for comparable executive positions, the strategic direction of the Company and the NEO’s scope of authority and responsibility. The target number of restricted stock units (both RSUs and PSUs) granted to each NEO was determined by dividing the target grant value by the closing stock price on the date of grant and rounding down to the nearest whole share. The aggregate grant date fair values of these RSUs and PSUs are reported in the “Summary Compensation Table—2025” calculated in accordance with FASB ASC Topic 718. The table below reflects the 2025 target annual LTI grant value for each NEO with respect to the annual LTI grant made on February 28, 2025 for Messrs. Cartwright and Cello and Ms. Chambers, and September 2, 2025 for Mr. Abdelsadek and Ms. Zuiker, which were pro-rated based on their respective employment start dates.

  68. Long-Term Incentive Plan

    | Named Executive Officer | Target Annual LTI Grant Value | | Christopher A. Cartwright | $11,500,000 | | Todd M. Cello | $3,000,000 | | Mohamed F. Abdelsadek | $2,800,000 | | Tiffani L. Chambers | $1,850,000 | | Alicia B. Zuiker | $1,750,000 |

  69. Long-Term Incentive Plan

    2023 PSU Performance In February 2026, the Compensation Committee certified the results for the 2023 PSUs, which vested on February 28, 2026. Vesting of the 2023 PSUs was based on Cumulative Adjusted EBITDA, Cumulative Revenue and our Relative TSR against the Relative TSR Peer Group. The chart below details the applicable performance measures, weightings, targets and the certified performance achievement as a percentage of target. The payout for performance between percentages is interpolated on a straight-line basis and performance below threshold results in a 0% payout for that performance measure. The Compensation Committee did not exercise any discretion to adjust the final performance achievement for the 2023 PSUs.

  70. Long-Term Incentive Plan

    | Performance Measure* | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual | Payout | | Cumulative Adjusted EBITDA(1) | 30% | $4,323.3 | $4,494.0 | $4,758.3 | $4,523.2 | 111% | | Cumulative Revenue(1) | 20% | $11,470.7 | $11,812.6 | $12,278.9 | $12,390.0 | 200% | | Relative TSR | 50% | 25th Percentile | 50th Percentile | 80th Percentile and above | 62nd Percentile | 138% | | | | | | Total Weighted Payout | | 142% |

  71. Long-Term Incentive Plan

    | * Amounts reflect millions. |

  72. Long-Term Incentive Plan

    | (1) Cumulative Adjusted EBITDA is calculated using the definition of Adjusted EBITDA disclosed in our 2025 Annual Report on Form 10-K, adjusted to be on an organic, constant currency basis. Cumulative Revenue is calculated based on revenue reported in our 2025 Annual Report on Form 10-K, adjusted to be on an organic, constant currency basis. |

  73. Long-Term Incentive Plan

    The following table illustrates the final results for the 2023 PSUs granted to Messrs. Cartwright and Cello. Mr. Abdelsadek and Mses. Chambers and Zuiker each commenced their employment with us in 2025 and thus did not hold 2023 PSUs.

  74. Long-Term Incentive Plan

    | | | | Actual Performance(1) | | | Named Executive Officer | Performance Metric(2) | # of Target PSUs | Payout % | # of Shares Earned | | Christopher A. Cartwright | Cumulative Adjusted EBITDA | 20,632 | 111% | 22,901 | | | Cumulative Revenue | 13,755 | 200% | 27,510 | | | Relative TSR | 34,388 | 138% | 47,455 | | | Total | 68,775 | 142% | 97,866 | | Todd M. Cello | Cumulative Adjusted EBITDA | 5,731 | 111% | 6,361 | | | Cumulative Revenue | 3,821 | 200% | 7,642 | | | Relative TSR | 9,552 | 138% | 13,181 | | | Total | 19,104 | 142% | 27,184 |

  75. Long-Term Incentive Plan

    | (1) The PSUs vested on February 28, 2026 and, therefore, are reported in the “Outstanding Equity Awards at Fiscal Year-End Table—2025” for 2025. |

  76. Long-Term Incentive Plan

    | (2) Cumulative Adjusted EBITDA is calculated using the definition of Adjusted EBITDA disclosed in our 2025 Annual Report on Form 10-K, adjusted to be on an organic, constant currency basis. Cumulative Revenue is calculated based on revenue reported in our 2025 Annual Report on Form 10-K, adjusted to be on an organic, constant currency basis. |

  77. Long-Term Incentive Plan

    Equity Grants As described above, a primary goal of our executive compensation program is to attract, motivate and retain highly experienced executives who are vital to our short- and long-term success, profitability and growth. The CEO and Compensation Committee extensively review talent retention on an on-going basis. In 2025, we made sign-on equity grants to Mr. Abdelsadek and Mses. Chambers and Zuiker in connection with the commencement of their employment with TransUnion. On November 15, 2024, the Compensation Committee approved a sign-on equity grant of time-vesting RSUs to Ms. Chambers with a dollar-denominated value of $4,700,000, which was granted on March 3, 2025. The RSUs will vest over a 36-month period, 31% of which vested on September 3, 2025, 36% of which vested on March 3, 2026, 25% of which will vest on March 3, 2027, and 8% of which will vest on March 3, 2028, subject to Ms. Chambers’ continued service as of the applicable vesting date. On December 4, 2024, the Compensation Committee approved a sign-on equity grant of time-vesting RSUs to Mr. Abdelsadek with a dollar-denominated value of $5,811,000, which was granted on April 1, 2025. The grant is comprised of RSUs that will vest over a 36-month period, 34% of which vested on October 1, 2025, 32% of which will vest on April 1, 2026, 31% of which will vest on April 1, 2027, and 3% of which will vest on April 1, 2028, subject to Mr. Abdelsadek’s continued service as of the applicable vesting date. On June 4, 2025, the Compensation Committee approved a sign-on equity grant of time-vesting RSUs to Ms. Zuiker with a dollar-denominated value of $3,500,000, which was granted on July 1, 2025. The RSUs will vest over a 36-month period, 40% of which will vest on July 1, 2026, 30% of which will vest on July 1, 2027, and 30% of which will vest on July 1, 2028, subject to Ms. Zuiker’s continued service as of the applicable vesting date. 2026 Annual LTI Grants Consistent with the 2025 annual LTI grants, 50% of the target 2026 LTI grant value will be delivered in the form of PSUs, as described above, and the remaining 50% of the 2026 annual LTI grant will continue to be delivered in time-vested RSUs that vest ratably over a 42-month period where 33% will vest on each of August 27, 2027 and August 27, 2028, and 34% will vest on August 27, 2029. The PSUs granted in 2026 will be eligible to vest based on substantially the same metrics and weightings as applied to the 2025 PSUs over a three-year performance period, commencing on January 1, 2026 and ending on December 31, 2028.

  78. Equity Award Timing Policies and Practices

    Equity Award Timing Policies and Practices We do not currently grant (and do not currently have any outstanding) stock options, stock appreciation rights or any similar awards with “option-like” features. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee generally grants equity awards on a consistent annual schedule, and we do not take material non-public information of the Company into account when determining the timing and terms of such awards. In addition, we do not grant equity awards in anticipation of the release of material non-public information, and we do not time the release of material non-public information for the purpose of affecting the value of executive compensation.

  79. CEO Employment Agreement

    CEO Employment Agreement Upon his promotion to CEO, we entered into an employment agreement with Mr. Cartwright (the “Cartwright Employment Agreement”), which is summarized under “Executive Compensation—Payments upon Termination and Change in Control—2025” and the accompanying narrative. We have entered into a Severance and Restrictive Covenant Agreement (the “Severance Agreement”) with each of the other NEOs (other than Mr. Cartwright). The Severance Agreements are designed to maximize retention and are summarized under “Executive Compensation—Payments upon Termination and Change in Control—2025” and the accompanying narrative.

  80. Summary Compensation Table — 2025

    Summary Compensation Table — 2025

  81. Summary Compensation Table — 2025

    | Name/Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5)(6) ($) | Total ($) | | Christopher A. Cartwright President & Chief Executive Officer | 2025 | 1,058,250 | — | 12,665,149 | 2,852,447 | 155,552 | 16,731,398 | | | 2024 | 1,066,390 | — | 11,551,136 | 2,648,560 | 109,043 | 15,375,130 | | | 2023 | 1,055,058 | — | 16,464,022 | 896,571 | 141,205 | 18,556,855 | | Todd M. Cello EVP, Chief Financial Officer | 2025 | 680,154 | — | 3,303,858 | 1,157,190 | 111,380 | 5,252,582 | | | 2024 | 668,100 | — | 3,114,240 | 1,216,849 | 57,784 | 5,056,972 | | | 2023 | 661,000 | — | 7,239,658 | 411,919 | 87,583 | 8,400,159 | | Mohamed F. Abdelsadek(7) EVP, Chief Global Solutions Officer | 2025 | 540,000 | 612,800 | 8,567,799 | 1,001,163 | 24,650 | 10,746,412 | | Tiffani L. Chambers(7) EVP, Chief Operations Officer | 2025 | 504,154 | 600,000 | 6,737,431 | 893,345 | 45,000 | 8,779,930 | | Alicia B. Zuiker(7) EVP, Chief Human Resources Officer | 2025 | 291,923 | — | 4,753,009 | 847,138 | 574,583 | 6,466,653 |

  82. Summary Compensation Table — 2025

    | (1) The base salary rate for Mr. Cartwright remained the same for 2025 from 2024; however, due to a lower number of working days in 2025 compared to 2024, the amount reported in this column for 2025 for Mr. Cartwright is lower than the amounts reported in 2024. |

  83. Summary Compensation Table — 2025

    | (2) Amounts in this column represent a cash sign-on bonus of $612,800 paid to Mr. Abdelsadek and a cash sign-on bonus of $600,000 paid to Ms. Chambers in connection with the commencement of their respective employment with TransUnion. |

  84. Summary Compensation Table — 2025

    | (3) The amounts shown in this column represent the aggregate grant date fair value of RSUs and PSUs granted to the NEOs calculated in accordance with FASB ASC Topic 718. For 2025 RSUs, assumptions used in the calculation of these amounts are included in Note 16, “Stock-Based Compensation,” of the consolidated financial statements in our 2025 Annual Report on Form 10-K. For PSUs based on Cumulative Adjusted EBITDA (for PSUs granted in 2023) or Cumulative Adjusted Diluted Earnings per Share (for PSUs granted in 2024 and 2025) and Cumulative Revenue, the amounts are based on target performance, which is the probable outcome under FASB ASC Topic 718 as of the grant date, and our stock price as of the grant date. For PSUs based on Relative TSR, the amounts are based on the fair value as of the grant date as determined using a risk-neutral Monte Carlo model. For the 2025 PSUs granted in February 2025 and September 2025, assumptions used in the calculation of grant date fair value for the PSUs based on Relative TSR include: (i) a remaining term of 2.84 and 2.33 years, respectively; (ii) a risk-free rate of 3.95% and 3.62%, respectively; (iii) an expected dividend yield of 0% for both grants; (iv) the historical stock price volatility for the Company and our peers ranging between 15.89% and 123.09% for both grants; and (v) the Company’s dividend adjusted stock price on the date of grant of $92.55 and $86.80, respectively. The table below illustrates the grant date fair value of the PSUs based on Cumulative Adjusted EBITDA (for PSUs granted in 2023) or Cumulative Adjusted Diluted Earnings per Share (for PSUs granted in 2024 and 2025) and Cumulative Revenue (for PSUs granted in 2023, 2024 and 2025) assuming a maximum performance of 200%, and the grant date fair value of the PSUs based on Relative TSR at a target performance of 100% for each NEO. |

  85. Summary Compensation Table — 2025

    | Name | Performance Period | PSU Value ($) | | Christopher A. Cartwright | 2025 – 2027 | 9,790,113 | | | 2024 – 2026 | 9,001,045 | | | 2023 – 2025 | 7,814,542 | | Todd M. Cello | 2025 – 2027 | 2,553,881 | | | 2024 – 2026 | 2,426,715 | | | 2023 – 2025 | 2,170,692 | | Mohamed F. Abdelsadek | 2025 – 2027 | 2,115,097 | | Tiffani L. Chambers | 2025 – 2027 | 1,574,825 | | Alicia B. Zuiker | 2025 – 2027 | 961,305 |

  86. Summary Compensation Table — 2025

    | (4) The amounts shown in this column represent amounts earned under the annual incentive plan for the year shown and are paid in March of the following year. |

  87. Summary Compensation Table — 2025

    | (5) Information regarding the amounts shown in this column can be found in the “Detailed Analysis of ‘All Other Compensation’ Column” table below. |

  88. Summary Compensation Table — 2025

    | (6) Amounts reported in the “All Other Compensation” and “Total” columns for 2023 have been adjusted to reflect personal protection and security costs incurred by Messrs. Cartwright and Cello and paid by the Company, which the Company determined to be reasonable and necessary in connection with their employment, and which were inadvertently omitted in prior years’ compensation disclosures. |

  89. Summary Compensation Table — 2025

    | (7) Mr. Abdelsadek and Mses. Chambers and Zuiker were not NEOs in 2023 and 2024. |

  90. Grants of Plan-Based Awards — 2025

    Grants of Plan-Based Awards — 2025

  91. Grants of Plan-Based Awards — 2025

    | Name/Award Type | Grant Date | Compensation Committee Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Christopher A. Cartwright | | | | | | | | | | | | 2025 Annual Incentive | — | — | 925,696 | 1,851,938 | 3,703,875 | — | — | — | — | — | | 2025 RSUs | 2/28/2025 | 2/19/2025 | — | — | — | — | — | — | 62,209 | 5,749,978 | | 2025 PSUs | 2/28/2025 | 2/19/2025 | — | — | — | 31,105 | 62,209 | 124,418 | — | 6,915,171 | | Todd M. Cello | | | | | | | | | | | | 2025 Annual Incentive | — | — | 375,650 | 751,300 | 1,502,600 | — | — | — | — | — | | 2025 RSUs | 2/28/2025 | 2/19/2025 | — | — | — | — | — | — | 16,228 | 1,499,954 | | 2025 PSUs | 2/28/2025 | 2/19/2025 | — | — | — | 8,114 | 16,228 | 32,456 | — | 1,803,904 | | Mohamed F. Abdelsadek | | | | | | | | | | | | 2025 Annual Incentive | — | — | 325,000 | 650,000 | 1,300,000 | — | — | — | — | — | | 2025 RSUs | 4/1/2025 | 12/4/2024 | — | — | — | — | — | — | 69,294 | 5,810,995 | | 2025 RSUs | 9/2/2025 | 8/7/2025 | — | — | — | — | — | — | 14,843 | 1,283,326 | | 2025 PSUs | 9/2/2025 | 8/7/2025 | — | — | — | 7,422 | 14,843 | 29,686 | — | 1,473,478 | | Tiffani L. Chambers | | | | | | | | | | | | 2025 Annual Incentive | — | — | 290,000 | 580,000 | 1,160,000 | — | — | — | — | — | | 2025 RSUs | 2/28/2025 | 2/19/2025 | — | — | — | — | — | — | 10,008 | 925,039 | | 2025 PSUs | 2/28/2025 | 2/19/2025 | — | — | — | 5,004 | 10,007 | 20,014 | — | 1,112,397 | | 2025 RSUs | 3/3/2025 | 11/15/2024 | | | | | | | 52,321 | 4,699,995 | | Alicia B. Zuiker | | | | | | | | | | | | 2025 Annual Incentive | — | — | 275,000 | 550,000 | 1,100,000 | — | — | — | — | — | | 2025 RSUs | 7/1/2025 | 6/4/2025 | — | — | — | — | — | — | 38,932 | 3,499,987 | | 2025 RSUs | 9/2/2025 | 8/7/2025 | — | — | — | — | — | — | 6,747 | 583,346 | | 2025 PSUs | 9/2/2025 | 8/7/2025 | — | — | — | 3,373 | 6,746 | 13,492 | — | 669,676 |

  92. Grants of Plan-Based Awards — 2025

    | (1) Reflects threshold, target and maximum payment opportunities for the 12 months ended December 31, 2025 under our 2025 annual incentive plan. The threshold amount reflects a 50% payout of the target incentive opportunity, which is payable only if the applicable financial and/or individual performance goals are achieved at threshold levels. The target amount reflects a 100% payout of the target incentive opportunity if both financial and individual performance are at target levels. The maximum amount reflects a 200% payout of the target incentive opportunity, if both financial and individual performance are at maximum levels. The actual amounts paid in March 2026 under our 2025 annual incentive plan are disclosed in the “2025 Summary Compensation Table” under the “Non–Equity Incentive Plan Compensation” column. |

  93. Grants of Plan-Based Awards — 2025

    | (2) Reflects PSUs granted during 2025 under our Second Amended 2015 Plan. When dividends are paid on our common stock, PSUs accrue dividend equivalents during the performance period that are paid out in cash or, in the sole discretion of our Compensation Committee, in shares of our common stock, based on the number of shares that vest as a result of actual Company performance. The performance components and vesting provisions for the PSUs are described above in the section titled “2025 Executive Compensation Program—Long-Term Incentive Plan.” |

  94. Grants of Plan-Based Awards — 2025

    | (3) Reflects RSUs granted during 2025 under our Second Amended 2015 Plan. When dividends are paid on our common stock, unvested RSUs accrue dividend equivalents that are paid out in cash or, in the sole discretion of our Compensation Committee, in shares of our common stock, based on the number of shares that vest. The vesting provisions for the RSUs are described above in the section titled “2025 Executive Compensation Program—Long-Term Incentive Plan.” |

  95. Grants of Plan-Based Awards — 2025

    | (4) The amounts shown in this column represent the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718. For 2025 RSUs, assumptions used in the calculation of these amounts are included in Note 16, “Stock-Based Compensation,” of the consolidated financial statements in our 2025 Annual Report on Form 10-K. For PSUs based on Cumulative Adjusted Diluted Earnings per Share and Cumulative Revenue, the amounts are based on target performance, which is the probable outcome under FASB ASC Topic 718 as of the grant date, and our stock price as of the grant date. For PSUs based on Relative TSR, the amounts are based on the fair value as of the grant date as determined using a risk-neutral Monte Carlo model. We provide information regarding the assumptions used to calculate the value of all PSU and RSU awards made to our NEOs in footnote (1) to the Summary Compensation Table above. |

  96. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  97. Outstanding Equity Awards at Fiscal Year-End — 2025

    Outstanding Equity Awards at Fiscal Year-End — 2025

  98. Outstanding Equity Awards at Fiscal Year-End — 2025

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(2) ($) | | Christopher A. Cartwright | 2/28/2025 | — | — | 62,209 | 10,668,844 | | | 2/28/2025 | 62,209 | 5,334,422 | — | — | | | 2/28/2024 | — | — | 67,087 | 11,505,421 | | | 2/28/2024 | 44,949 | 3,854,377 | — | — | | | 6/1/2023 | — | — | 49,443 | 10,599,300 | | | 2/28/2023 | 97,866(4) | 8,392,010 | — | — | | | 2/28/2023 | 23,384 | 2,005,178 | — | — | | Todd M. Cello | 2/28/2025 | — | — | 16,228 | 2,783,102 | | | 2/28/2025 | 16,228 | 1,391,551 | — | — | | | 2/28/2024 | — | — | 18,087 | 3,101,921 | | | 2/28/2024 | 12,119 | 1,039,204 | — | — | | | 6/1/2023 | — | — | 34,335 | 7,360,523 | | | 2/28/2023 | 27,184(4) | 2,331,028 | — | — | | | 2/28/2023 | 6,496 | 557,032 | — | — | | Mohamed F. Abdelsadek | 9/2/2025 | — | — | 14,843 | 2,545,575 | | | 9/2/2025 | 14,843 | 1,272,787 | — | — | | | 4/1/2025 | 45,735 | 3,921,776 | — | — | | Tiffani L. Chambers | 3/3/2025 | 36,102 | 3,095,747 | — | — | | | 2/28/2025 | — | — | 10,007 | 1,716,201 | | | 2/28/2025 | 10,008 | 858,186 | — | — | | Alicia B. Zuiker | 9/2/2025 | — | — | 6,746 | 1,156,939 | | | 9/2/2025 | 6,747 | 578,555 | — | — | | | 7/1/2025 | 38,932 | 3,338,419 | — | — |

  99. Outstanding Equity Awards at Fiscal Year-End — 2025

    | (1) RSUs granted on February 28, 2023 vest ratably over a 42-month period where 33% vest on August 28, 2024, 33% vest on August 28, 2025 and 34% vest on August 28, 2026. RSUs granted on February 28, 2024 vest ratably over a 42-month period where 33% vest on August 28, 2025, 33% vest on August 28, 2026 and 34% vest on August 28, 2027. RSUs granted on February 28, 2025 and September 2, 2025 vest ratably over a 42-month period and 36-month period, respectively, where 33% vest on August 28, 2026, 33% vest on August 28, 2027 and 34% vest on August 28, 2028. RSUs granted to Mr. Abdelsadek vest over a 36-month period, 34% of which vested on October 1, 2025, 32% of which will vest on April 1, 2026, 31% of which will vest on April 1, 2027, and 3% of which will vest on April 1, 2028. RSUs granted to Ms. Chambers on March 3, 2025 vest over a 36-month period, 31% of which vested on September 3, 2025, 36% of which vested on March 3, 2026, 25% of which will vest on March 3, 2027, and 8% of which will vest on March 3, 2028. RSUs granted to Ms. Zuiker on July 1, 2025 vest over a 36-month period, 40% of which will vest on July 1, 2026, 30% of which will vest on July 1, 2027, and 30% of which will vest on July 1, 2028. |

  100. Outstanding Equity Awards at Fiscal Year-End — 2025

    | (2) The market value was determined based on the closing share price of $85.75 on December 31, 2025. |

  101. Outstanding Equity Awards at Fiscal Year-End — 2025

    | (3) In accordance with SEC disclosure rules, amounts in this column represent the PSUs granted during 2024 and 2025 at maximum performance levels based on the closing share price of $85.75 on December 31, 2025. The final number of shares earned is based on actual Company performance, as determined by the Compensation Committee, during the three-year performance period ending on April 30, 2026 for PSUs granted on June 1, 2023, December 31, 2026 for PSUs granted on February 28, 2024, and December 31, 2027 for PSUs granted on February 28, 2025 and September 2, 2025. Additionally, the NEOs must be employed by the Company as of April 30, 2026 to be eligible to earn PSUs granted on June 1, 2023, as of February 28, 2027 for PSUs granted on February 28, 2024, and as of February 28, 2028 for PSUs granted on February 28, 2025 and September 2, 2025. |

  102. Outstanding Equity Awards at Fiscal Year-End — 2025

    | (4) Reflects PSUs awarded in February 2023 tied to Cumulative Adjusted EBITDA, Cumulative Revenue and Relative TSR against the Relative TSR Peer Group for the performance period of January 1, 2023 to December 31, 2025, which vested on February 28, 2026. The value shown reflects actual performance results whereby 142% of target PSUs were earned. |

  103. Options Exercised and Stock Vested — 2025

    Options Exercised and Stock Vested — 2025 The following table sets forth information regarding vesting of stock awards by the NEOs during 2025. None of the NEOs exercised any stock options in 2025.

  104. Options Exercised and Stock Vested — 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Christopher A. Cartwright | 74,400 | 6,789,948 | | Todd M. Cello | 20,537 | 1,874,724 | | Mohamed F. Abdelsadek | 23,559 | 1,943,382 | | Tiffani L. Chambers | 16,219 | 1,399,051 | | Alicia B. Zuiker | — | — |

  105. Options Exercised and Stock Vested — 2025

    | (1) Represents the value of vested RSUs and PSUs, calculated by multiplying (1) the number of vested RSUs or PSUs, as applicable, by (2) the closing price on the vesting date or, if the vesting date is not a trading day, the previous trading day. Amounts also include accrued dividend equivalents during the vesting period for RSUs and PSUs with the dividend equivalents for the PSUs based on the actual number of shares earned for the 2022-2024 performance period. |

  106. Nonqualified Deferred Compensation — 2025

    Nonqualified Deferred Compensation — 2025

  107. Nonqualified Deferred Compensation — 2025

    | Name | Executive Contributions in 2025(1) ($) | Registrant Contributions in 2025(2) ($) | Aggregate Earnings in 2025(3) ($) | Aggregate Balance at December 31, 2025(4) ($) | | Christopher A. Cartwright | 42,737 | 28,236 | 341,558 | 2,103,952 | | Todd M. Cello | 77,300 | 52,940 | 160,947 | 1,115,069 | | Mohamed F. Abdelsadek | — | — | — | — | | Tiffani L. Chambers | — | — | — | — | | Alicia B. Zuiker | — | — | — | — |

  108. Nonqualified Deferred Compensation — 2025

    | (1) Includes amounts reported in the “Salary” columns for 2025 and, if applicable, in the “Non-Equity Incentive Plan Compensation” column for 2025 in the Summary Compensation Table above. Amounts contributed in 2025 attributable to base salary and the annual incentive are detailed below. |

  109. Nonqualified Deferred Compensation — 2025

    | Name | Base Salary ($) | Annual Incentive ($) | | Christopher A. Cartwright | 42,737 | — | | Todd M. Cello | 27,583 | 49,717 | | Mohamed F. Abdelsadek | — | — | | Tiffani L. Chambers | — | — | | Alicia B. Zuiker | — | — |

  110. Nonqualified Deferred Compensation — 2025

    | (2) Amounts reported in this column are reflected in the “All Other Compensation” column in the Summary Compensation Table above for 2025. |

  111. Nonqualified Deferred Compensation — 2025

    | (3) Amounts reported in this column do not constitute above-market or preferential earnings and, therefore, are not reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for 2025. Each NEO self-directs the investment of the Supplemental Plan account balance into one or more of the available investment funds described below. |

  112. Nonqualified Deferred Compensation — 2025

    | (4) The aggregate balance includes amounts previously reported as compensation for our NEOs in the Summary Compensation Table for prior years for each NEO. These amounts include the following for our other NEOs: Mr. Cartwright- $799,395 and Mr. Cello- $327,491. Mr. Abdelsadek and Mses. Chambers and Zuiker did not participate in the non-qualified deferred compensation plan for 2025. |

  113. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan The Supplemental Plan is a nonqualified tax deferred compensation program for a limited number of U.S.-based executives, including the NEOs. The Supplemental Plan provides a favorable tax vehicle for deferring cash compensation (i.e., salary and annual incentive payments). Under the terms of the Supplemental Plan, participants are able to defer up to 100% of cash compensation received. Deferred amounts are self-directed into one or more of the available investment funds described below and are credited with gains or losses of the various funds selected by the participant. The Supplemental Plan does not offer any above-market rate of return. Upon termination of employment, deferred amounts are paid, at the participant’s election, in a lump sum or annual installments over a period of either five or ten years. Participants are not permitted to take loans under the terms of the Supplemental Plan. On a discretionary basis, we contribute a match equal to 100% of the first 3% and 50% on the next 2% of the participant’s contributions, which mirrors the 401(k) Plan. The table below lists the available investment options under the Supplemental Plan and their annual rate of return for the 2025 calendar year.

  114. Nonqualified Deferred Compensation Plan

    | Name of Fund | Annual Return (%) | | Columbia Contrarian Core Fund Class I3 | 17.51 | | Vanguard Institutional Index Plus Fund | 32.23 | | Vanguard Total International Stock Fund (Class I Shares) | 5.18 | | American EuroPacific Growth Fund R6 | 29.18 | | DFA US Small Cap Portfolio Instl Class | 8.07 | | Eaton Vance Atlanta Capital SMID Cap Fund (Class R6 Shares) | (5.58) | | Vanguard Extend Market Index Fund Inst Class | 11.42 | | iShares Russell 2000 Small-Cap Index Fund Instl Class | 12.83 | | Metropolitan West Total Return Bond Fund | 7.81 | | Vanguard Inflation Protected Securities Fund Instl | 6.98 | | Vanguard Total Bond Market Index Fund Inst Class | 7.17 | | Vanguard Federal Money Market Investor Class Shares | 4.22 | | Vanguard Institutional Target Retirement 2020 Fund | 12.15 | | Vanguard Institutional Target Retirement 2025 Fund | 14.60 | | Vanguard Institutional Target Retirement 2030 Fund | 16.24 | | Vanguard Institutional Target Retirement 2035 Fund | 17.54 | | Vanguard Institutional Target Retirement 2040 Fund | 18.76 | | Vanguard Institutional Target Retirement 2045 Fund | 19.99 | | Vanguard Institutional Target Retirement 2050 Fund | 21.41 | | Vanguard Institutional Target Retirement 2055 Fund | 21.43 | | Vanguard Institutional Target Retirement 2060 Fund | 21.42 | | Vanguard Institutional Target Retirement 2065 Fund | 21.43 | | Vanguard Institutional Target Retirement 2070 Fund | 21.42 | | Vanguard Institutional Target Retirement Income Fund | 11.31 |

  115. Payments upon Termination and Change in Control—2025

    Payments upon Termination and Change in Control—2025

  116. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE We calculated our CEO pay ratio described below in compliance with the requirements set forth in Item 402(u) of Regulation S-K. We identified the median employee using our estimated employee population as of December 31, 2025, which included 13,533 global full-time, part-time, temporary and seasonal employees employed on that date, and applied our consistently-applied compensation measure of annual base salary and annual short-term cash incentive target in effect on December 31, 2025. Nearly all of our employees receive an annual base salary (paid on an hourly, weekly, biweekly or monthly basis) and are eligible to participate in one of our short-term incentive programs (i.e., company annual bonus or sales commission plan), which reasonably reflects the annual compensation of our employees. For employees outside the United States, we converted the annual base salary into United States dollars using the applicable exchange rates on December 31, 2025. Once we identified our median employee, we then calculated the median employee’s annual total compensation in the same manner as the NEOs found in the “Summary Compensation Table—2025” on page 63. Our median employee’s annual total compensation was $47,057. Our President & Chief Executive Officer’s annual total compensation disclosed in the Total column of the “Summary Compensation Table—2025” was $16,731,398. Accordingly, our estimated CEO to median employee pay ratio for 2025 was 356:1.

  117. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs, and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  118. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO (2)(3)(4) ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs (2)(3)(4) ($) | Value of Initial Fixed $100 Investment based on | | Net Income ($ Millions) | Defined Consolidated Adjusted EBITDA ($ Millions) (6) | | | | | | | TSR ($) | Industry Index TSR ($) (5) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 16,731,398 | 14,882,402 | 7,811,394 | 7,825,947 | 88.60 | 194.20 | 470 | 1,635 | | 2024 | 15,375,130 | 31,618,387 | 6,381,344 | 11,988,557 | 95.29 | 167.89 | 302 | 1,514 | | 2023 (1) | 18,556,855 | 17,962,064 | 7,604,299 | 6,960,708 | 70.28 | 132.61 | (191) | 1,338 | | 2022 | 10,472,396 | (8,418,866) | 3,113,025 | (1,060,733) | 57.68 | 114.25 | 282 | 1,363 | | 2021 | 11,770,688 | 24,732,487 | 4,804,025 | 6,393,449 | 119.92 | 132.32 | 1,405 | 1,150 |

  119. PAY VERSUS PERFORMANCE DISCLOSURE

    | (1) Amounts shown for Summary Compensation Table Total for PEO, Compensation Actually Paid to PEO, Average Summary Compensation Table Total for Non-PEO NEOs and Average Compensation Actually Paid to Non-PEO NEOs have been adjusted to reflect personal protection and security costs incurred by Messrs. Cartwright and Cello paid by the Company in 2023, which were inadvertently omitted in prior years’ pay-versus- performance disclosures. |

  120. PAY VERSUS PERFORMANCE DISCLOSURE

    | (2) Christopher A. Cartwright was our PEO for each year presented. Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining Non-PEO NEOs for each year presented, which includes the individuals listed below for each year presented. |

  121. PAY VERSUS PERFORMANCE DISCLOSURE

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Todd M. Cello | Todd M. Cello | Todd M. Cello | Todd M. Cello | Todd M. Cello | | Steven M. Chaouki | Steven M. Chaouki | Steven M. Chaouki | Steven M. Chaouki | Mohamed F. Abdelsadek | | Abhi Dhar | Venkat Achanta | Venkat Achanta | Venkat Achanta | Tiffani L. Chambers | | Timothy J. Martin | Abhi Dhar | Timothy J. Martin | Todd C. Skinner | Alicia B. Zuiker | | David M. Neenan | | | | | | David E. Wojczynski | | | | |

  122. PAY VERSUS PERFORMANCE DISCLOSURE

    | (3) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s PEO and non-PEO NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  123. PAY VERSUS PERFORMANCE DISCLOSURE

    | (4) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Negative numbers reflect a reduction in the value of the equity compensation of the PEO and Non-PEO NEOs during the relevant period. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. |

  124. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) (A) | Compensation Actually Paid to PEO ($) | | 2025 | 16,731,398 | (12,665,149) | 10,816,153 | 14,882,402 |

  125. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) (A) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 7,811,394 | (5,840,524) | 5,855,077 | 7,825,947 |

  126. PAY VERSUS PERFORMANCE DISCLOSURE

    | (A) The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables: |

  127. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2025 | 14,179,418 | (3,183,611) | — | (179,654) | — | — | 10,816,153 |

  128. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 5,321,442 | (289,667) | 835,608 | (12,306) | — | — | 5,855,077 |

  129. PAY VERSUS PERFORMANCE DISCLOSURE

    | (5) The “Industry Index TSR” set forth in this table utilizes the Dow Jones U.S. Financials Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the Dow Jones U.S. Financials Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  130. PAY VERSUS PERFORMANCE DISCLOSURE

    | (6) We determined Defined Consolidated Adjusted EBITDA ($ Millions) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025. Defined Consolidated Adjusted EBITDA is a non-GAAP measure that, as described in our CD&A, is defined as Consolidated Adjusted EBITDA as reported in our 2025 Annual Report on Form 10-K, further adjusted to eliminate the impact of foreign currency fluctuations, and to eliminate the impact of certain legal and regulatory expenses as approved by management and the Compensation Committee for annual incentive plan purposes. Other companies in our industry may calculate Consolidated Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. |

  131. NEO Compensation Actually Paid, Company TSR and Industry Index TSR

    NEO Compensation Actually Paid, Company TSR and Industry Index TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR and the Dow Jones U.S. Financials Index TSR over the five most recently completed fiscal years.

  132. NEO Compensation Actually Paid and Net Income

    NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and our Net Income during the five most recently completed fiscal years.

  133. NEO Compensation Actually Paid and Defined Consolidated Adjusted EBITDA ($ Millions)

    NEO Compensation Actually Paid and Defined Consolidated Adjusted EBITDA ($ Millions) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and our Defined Consolidated Adjusted EBITDA during the five most recently completed fiscal years. Consolidated Adjusted EBITDA is calculated using the definition of Adjusted EBITDA disclosed in our 2025 Annual Report on Form 10-K, adjusted to be on an organic, constant currency basis using each year’s planned exchange rates.