8-K
FISERV INC (FISV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
July 5, 2023
Fiserv, Inc.
(Exact Name of Registrant as Specified in Charter)
| Wisconsin | 1-38962 | 39-1506125 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
255 Fiserv Drive, Brookfield, Wisconsin 53045
(Address of Principal Executive Offices, Including Zip Code)
(262) 879-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | FI | The New York Stock Exchange |
| 1.125% Senior Notes due 2027 | FISV27 | The NASDAQ Stock Market LLC |
| 1.625% Senior Notes due 2030 | FISV30 | The NASDAQ Stock Market LLC |
| 2.250% Senior Notes due 2025 | FISV25 | The NASDAQ Stock Market LLC |
| 3.000% Senior Notes due 2031 | FISV31 | The NASDAQ Stock Market LLC |
| 4.500% Senior Notes due 2031 | FISV31A | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
|---|
On July 5, 2023, Fiserv, Inc. (the “Company”), acting pursuant to authorization from its Board of Directors, notified The NASDAQ Stock Market LLC (“Nasdaq”) of its intention to voluntarily withdraw the listings of its 1.125% Senior Notes due 2027, 1.625% Senior Notes due 2030, 2.250% Senior Notes due 2025, 3.000% Senior Notes due 2031 and 4.500% Senior Notes due 2031 (collectively, the “Notes”), from Nasdaq and transfer the listing of the Notes to the New York Stock Exchange (the “NYSE”), effective on or about July 17, 2023.
The Company expects the listing and trading of the Notes on Nasdaq to cease at the close of trading on or about July 17, 2023, and the listing and trading of the Notes on the NYSE to begin at market open on or about July 18, 2023.
The Notes have been approved for listing on the NYSE, where they will trade under the symbols “FI27”, “FI30”, “FI25”, “FI31” and “FI31A”, respectively.
| Item 7.01. | Regulation FD Disclosure. |
|---|
The Company issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the listing of the Notes to the NYSE.
The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
EXHIBIT INDEX
| Exhibit<br> <br>Number | Description |
|---|---|
| 99.1 | Press Release of Fiserv, Inc., dated July 5, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FISERV, INC. | ||
|---|---|---|
| Date: July 5, 2023 | By: | /s/ Robert W. Hau |
| Robert W. Hau | ||
| Chief Financial Officer |
EX-99.1
Exhibit 99.1
| News Release | |
|---|---|
| For more information contact: | |
| Media Relations: | Additional Contact: |
| Britt Zarling | Julie Chariell |
| Corporate Communications | Investor Relations |
| Fiserv, Inc. | Fiserv, Inc. |
| 414-526-3107 | 212-515-0278 |
| britt.zarling@fiserv.com | julie.chariell@fiserv.com |
For Immediate Release
Fiserv to Transfer Senior NotesListings to New York Stock Exchange
BROOKFIELD, Wis.— July 5, 2023 — Fiserv, Inc. (NYSE: FI), a leading global provider of payments and financial services technology solutions, today announced that it is transferring the listings of its 1.125% Senior Notes due 2027, 1.625% Senior Notes due 2030, 2.250% Senior Notes due 2025, 3.000% Senior Notes due 2031 and 4.500% Senior Notes due 2031 to the New York Stock Exchange (NYSE) from the NASDAQ Global Market (NASDAQ). The company expects the Senior Notes to begin trading on the NYSE July 18, 2023, under new tickers, as detailed in the table below. The Senior Notes will continue to trade on NASDAQ until the transfer is complete.
The affected Senior Notes and their trading symbols are as follows:
| Title of Each Series | Current Trading<br>Symbol | New Trading Symbol |
|---|---|---|
| 1.125% Senior Notes due 2027 | FISV27 | FI27 |
| 1.625% Senior Notes due 2030 | FISV30 | FI30 |
| 2.250% Senior Notes due 2025 | FISV25 | FI25 |
| 3.000% Senior Notes due 2031 | FISV31 | FI31 |
| 4.500% Senior Notes due 2031 | FISV31A | FI31A |
About Fiserv
Fiserv, Inc. (NYSE: FI) aspires to move money and information in a way that moves the world. As a global leader in payments and financial technology, the company helps clients achieve best-in-class results through a commitment to innovation and excellence in areas including account processing and digital banking solutions; card issuer processing and network services; payments; e-commerce; merchant acquiring and processing; and the Clover^®^ cloud-based point of-sale and business management platform. Fiserv is a member of the S&P 500^®^ Index and one of Fortune^®^ World’s Most Admired Companies^™^. Visit fiserv.com and follow on social media for more information and the latest company news.
FISV-G
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