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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
   
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
- OR -
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number:
001-37470
 
TransUnion
(Exact name of registrant as specified in its charter)
 
 
Delaware61-1678417
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
555 West Adams,Chicago,Illinois60661
(Address of principal executive offices)
(Zip Code)
312-985-2000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueTRUNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒Yes☐No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒Yes☐No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Table of Contents
☒
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐Yes☒No
 
As of September 30, 2026, there were 190.7 million shares of TransUnion common stock outstanding.



Table of Contents
TRANSUNION
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2026
TABLE OF CONTENTS
 
Page
3
Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
TRANSUNION AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(in millions, except per share data)
September 30,
2026		December 31,
2025
Assets
Current assets:
Cash and cash equivalents$883.1 $853.6 
Trade accounts receivable, net of allowance of $26.9 and $27.7
1,020.2 905.0 
Other current assets292.5 257.7 
Total current assets2,195.8 2,016.3 
Property, plant and equipment, net of accumulated depreciation and amortization of $571.4 and $545.0
241.2 258.4 
Goodwill5,802.5 5,259.5 
Other intangibles, net of accumulated amortization of $3,027.1 and $2,716.3
3,429.2 3,098.5 
Other assets421.4 480.2 
Total assets$12,090.1 $11,112.9 
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable$409.2 $349.9 
Current portion of long-term debt
108.6 196.9 
Other current liabilities562.7 607.6 
Total current liabilities1,080.5 1,154.4 
Long-term debt5,347.9 4,906.9 
Deferred taxes535.6 389.8 
Other liabilities125.4 116.5 
Total liabilities7,089.4 6,567.6 
Stockholders’ equity:
Preferred stock, $0.01 par value; 100.0 million shares authorized; none issued or outstanding as of September 30, 2026 and December 31, 2025, respectively
— — 
Common stock, $0.01 par value; 1.0 billion shares authorized at September 30, 2026 and December 31, 2025, 198.5 million and 199.4 million shares issued at September 30, 2026 and December 31, 2025, respectively, and 190.7 million and 192.4 million shares outstanding as of September 30, 2026 and December 31, 2025, respectively
1.9 2.0 
Additional paid-in capital2,311.7 2,424.0 
Treasury stock at cost; 7.7 million and 7.0 million shares at September 30, 2026 and December 31, 2025, respectively
(428.9)(370.3)
Retained earnings3,346.7 2,723.7 
Accumulated other comprehensive loss(381.7)(340.2)
Total TransUnion stockholders’ equity4,849.7 4,439.2 
Noncontrolling interests151.0 106.1 
Total stockholders’ equity5,000.7 4,545.3 
Total liabilities and stockholders’ equity$12,090.1 $11,112.9 

See accompanying notes to unaudited consolidated financial statements.
4
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TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Operations (Unaudited)
(in millions, except per share data)
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Revenue$1,312.5 $1,169.5 $3,867.8 $3,405.0 
Operating expenses
Cost of services (exclusive of depreciation and amortization below)534.7 480.3 1,598.8 1,395.9 
Selling, general and administrative346.6 330.8 1,022.2 922.6 
Depreciation and amortization164.0 145.6 476.8 427.2 
Restructuring— 5.1 — 5.1 
Total operating expenses1,045.3 961.9 3,097.8 2,750.8 
Operating income
267.2 207.6 770.0 654.2 
Non-operating income and (expense)
Interest expense(66.5)(62.5)(194.4)(174.3)
Interest income9.0 8.8 23.2 26.2 
Earnings from equity method investments0.9 5.5 8.3 14.7 
Gain on acquisition of affiliate
— — 225.5 — 
Other income and (expense), net
(1.7)(9.3)6.0 (20.1)
Total non-operating income and (expense)(58.2)(57.5)68.6 (153.5)
Income before income taxes
209.0 150.1 838.6 500.7 
Provision for income taxes(48.5)(50.0)(131.0)(135.4)
Net income
160.5 100.2 707.6 365.3 
Less: net income attributable to noncontrolling interests
(4.3)(3.6)(10.9)(11.0)
Net income attributable to TransUnion
$156.2 $96.6 $696.7 $354.2 
Basic earnings per common share from:
Net income attributable to TransUnion
$0.82 $0.50 $3.63 $1.82 
Diluted earnings per common share from:
Net income attributable to TransUnion$0.81 $0.49 $3.59 $1.80 
Weighted-average shares outstanding:
Basic191.1 194.8 192.0 194.9 
Diluted192.6 197.2 193.8 197.2 

As a result of displaying amounts in millions, and for the calculation of earnings per share, rounding differences may exist in the table above. See accompanying notes to unaudited consolidated financial statements.
5
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TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Unaudited)
(in millions)
 
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Net income$160.5 $100.2 $707.6 $365.3 
Other comprehensive income (loss):
         Foreign currency translation:
               Foreign currency translation adjustment(25.5)(19.2)(60.0)87.0 
               (Provision) for income taxes— (0.4)— (1.0)
         Foreign currency translation, net(25.5)(19.6)(60.0)86.0 
        Cash flow hedges:
               Net change on interest rate swap5.6 (12.5)19.4 (79.1)
              (Provision) benefit for income taxes(1.4)3.1 (4.9)19.9 
        Cash flow hedges, net4.2 (9.4)14.5 (59.3)
         Available-for-sale securities:
              Net unrealized gain (loss)— (0.1)(0.2)(0.1)
         Available-for-sale securities, net— (0.1)(0.2)(0.1)
Total other comprehensive income (loss), net of tax(21.3)(29.0)(45.7)26.7 
Comprehensive income139.1 71.2 661.9 391.9 
Less: comprehensive income attributable to noncontrolling interests(2.3)(3.5)(6.8)(10.9)
Comprehensive income attributable to TransUnion$136.8 $67.7 $655.1 $381.0 

See accompanying notes to unaudited consolidated financial statements.

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TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
(in millions)
Nine Months Ended September 30,
20262025
Cash flows from operating activities:
Net income
$707.6 $365.3 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization476.8 427.2 
Deferred taxes(21.3)(26.5)
Stock-based compensation113.6 106.9 
Gain on acquisition of affiliate
(225.5)— 
Other(6.7)31.4 
Changes in assets and liabilities:
Trade accounts receivable(122.7)(105.9)
Other current and long-term assets(15.2)(1.9)
Trade accounts payable55.3 50.1 
Other current and long-term liabilities(73.3)(178.5)
Cash provided by operating activities
888.6 668.1 
Cash flows from investing activities:
Capital expenditures(201.3)(229.3)
Proceeds from sale/maturity of other investments — 0.2 
Investments in consolidated affiliates, net of cash acquired(603.4)(55.7)
Investments in nonconsolidated affiliates and notes receivable
(7.3)(25.0)
Proceeds from the sale of investments in nonconsolidated affiliates47.3 — 
Other10.7 2.7 
Cash used in investing activities(754.0)(307.1)
Cash flows from financing activities:
Proceeds from revolving credit facility
520.0 — 
Repayments of debt(171.1)(60.9)
Debt financing fees(0.7)— 
Dividends to shareholders(74.4)(68.3)
Proceeds from issuance of common stock and exercise of stock options
21.5 22.5 
Employee taxes paid on restricted stock units recorded as treasury stock(58.6)(33.9)
Repurchases of common stock
(244.6)(152.6)
Acquisitions of noncontrolling interests
(8.6)— 
Distributions to noncontrolling interests(13.3)(7.7)
Dividends paid to shareholders of acquired affiliate
(56.3)— 
Cash used in financing activities(86.1)(300.9)
Effect of exchange rate changes on cash and cash equivalents(19.0)10.3 
Net change in cash and cash equivalents29.5 70.4 
Cash and cash equivalents, beginning of period853.6 679.5 
Cash and cash equivalents, end of period$883.1 $749.9 

See accompanying notes to unaudited consolidated financial statements.
7
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TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity (Unaudited)
(in millions)
Common StockPaid-In
Capital		Treasury
Stock		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Noncontrolling
Interests		Total
SharesAmount
Balance at December 31, 2024194.9 $2.0 $2,558.9 $(334.6)$2,357.9 $(367.2)$101.8 $4,318.8 
Net income— — — — 148.1 — 4.7 152.7 
Other comprehensive income (loss)— — — — — 11.5 0.2 11.7 
Stock-based compensation— — 29.2 — — — — 29.2 
Employee share purchase plan0.1 — 12.4 — — — — 12.4 
Vesting of restricted stock units and performance stock units0.2 — — — — — — — 
Treasury stock purchased(0.1)— — (5.5)— — — (5.5)
Repurchase of common stock (including excise tax)
(0.1)— (5.4)— — — — (5.4)
Dividends to shareholders ($0.115 per share)
— — — — (21.5)— — (21.5)
Balance, March 31, 2025
195.1 $2.0 $2,595.1 $(340.1)$2,484.5 $(355.7)$106.7 $4,492.5 
Net income— — — — 109.6 — 2.8 112.4 
Other comprehensive income (loss)— — — — — 44.1 (0.1)44.0 
Distributions to noncontrolling interests— — — — — — (3.3)(3.3)
Stock-based compensation— — 39.0 — — — — 39.0 
Vesting of restricted stock units and performance stock units0.1 — — — — — — — 
Treasury stock purchased— — — (1.9)— — — (1.9)
Repurchase of common stock (including excise tax)
(0.4)— (33.5)— — — — (33.5)
Dividends to shareholders ($0.115 per share)
— — — — (23.0)— — (23.0)
Balance, June 30, 2025
194.8 $2.0 $2,600.7 $(342.0)$2,571.1 $(311.6)$106.0 $4,626.2 
Net income
— — — — 96.6 — 3.6 100.2 
Other comprehensive income (loss)— — — — — (28.8)(0.1)(29.0)
Distributions to noncontrolling interests— — — — — — (4.4)(4.4)
Stock-based compensation— — 35.3 — — — — 35.3 
Employee share purchase plan0.2 — 14.0 — — — — 14.0 
Vesting of restricted stock units and performance stock units0.9 — — — — — — — 
Treasury stock purchased(0.3)— — (26.5)— — — (26.5)
Repurchase of common stock (including excise tax)(1.3)— (113.7)— — — — (113.7)
Dividends to shareholders ($0.115 per share)
— — — — (23.7)— — (23.7)
Balance, September 30, 2025194.2 $2.0 $2,536.3 $(368.4)$2,643.9 $(340.4)$105.1 $4,578.5 

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TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity (Unaudited) - Continued
(in millions)
Common StockPaid-In
Capital		Treasury
Stock		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Noncontrolling
Interests		Total
SharesAmount
Balance, December 31, 2025192.4 $2.0 $2,424.0 $(370.3)$2,723.7 $(340.2)$106.1 $4,545.3 
Net income— — — — 397.1 — 3.3 400.4 
Fair value of noncontrolling interest in acquired affiliate
— — — — — — 56.2 56.2 
Other comprehensive income (loss)— — — — — (73.5)(4.5)(78.0)
Stock-based compensation— — 36.9 — — — — 36.9 
Employee share purchase plan0.1 — 11.4 — — — — 11.4 
Vesting of restricted stock units and performance stock units0.7 — — — — — — — 
Treasury stock purchased(0.3)— — (20.7)— — — (20.7)
Repurchase of common stock (including excise tax)
(0.2)(0.1)(12.0)— — — — (12.1)
Dividends to shareholders ($0.125 per share)
— — — — (24.7)— — (24.7)
Balance, March 31, 2026
192.8 $1.9 $2,460.3 $(391.0)$3,096.1 $(413.7)$161.1 $4,914.7 
Net income— — — — 143.4 — 3.4 146.7 
Other comprehensive income (loss)— — — — — 51.4 2.3 53.7 
Acquisitions of noncontrolling interests
— — (4.0)— — — (4.6)(8.6)
Distributions to noncontrolling interests— — — — — — (6.4)(6.4)
Stock-based compensation— — 38.3 — — — — 38.3 
Vesting of restricted stock units and performance stock units0.4 — — — — — — — 
Treasury stock purchased(0.2)— — (11.5)— — — (11.5)
Repurchase of common stock (including excise tax)
(1.5)— (103.7)— — — — (103.7)
Dividends to shareholders ($0.125 per share)
— — — — (24.7)— — (24.7)
Balance, June 30, 2026
191.6 $1.9 $2,390.9 $(402.5)$3,214.9 $(362.3)$155.7 $4,998.6 
Net income
— — — — 156.2 — 4.3 160.5 
Other comprehensive income (loss)— — — — — (19.4)(1.9)(21.3)
Distributions to noncontrolling interests— — — — — — (7.0)(7.0)
Stock-based compensation— — 35.8 — — — — 35.8 
Employee share purchase plan0.2 — 13.8 — — — — 13.8 
Vesting of restricted stock units and performance stock units0.9 — — — — — — — 
Treasury stock purchased(0.3)— — (26.4)— — — (26.4)
Repurchase of common stock (including excise tax)
(1.6)— (128.8)— — — — (128.8)
Dividends to shareholders ($0.125 per share)
— — — — (24.3)— — (24.3)
Balance, September 30, 2026190.7 $1.9 $2,311.7 $(428.9)$3,346.7 $(381.7)$151.0 $5,000.7 
    

See accompanying notes to unaudited consolidated financial statements.
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TRANSUNION AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Tabular amounts in millions, except per share amounts)
1. Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of TransUnion and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and, in our opinion, include all adjustments of a normal recurring nature necessary for a fair statement of the interim periods presented. As a result of displaying amounts in millions, rounding differences may exist in the financial statements and footnote tables. The interim results presented are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026. The Company’s Consolidated Balance Sheet data for the year ended December 31, 2025 was derived from audited financial statements. Therefore, these unaudited consolidated financial statements should be read in conjunction with our audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on February 27, 2026.
Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “our,” “us,” and “its” refers to TransUnion and its consolidated subsidiaries, collectively.
For the periods presented, TransUnion does not have any material assets, liabilities, revenues, expenses or operations of any kind other than its ownership investment in TransUnion Intermediate Holdings, Inc.
Principles of Consolidation
The consolidated financial statements of TransUnion include the accounts of TransUnion and all of its controlled subsidiaries. All intercompany transactions and balances have been eliminated.
Investments in Affiliated Companies
Investments in nonmarketable unconsolidated entities in which the Company is able to exercise significant influence are accounted for using the equity method. Investments in nonmarketable unconsolidated entities in which the Company is not able to exercise significant influence, our “Cost Method Investments,” are accounted for at our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
Variable Interest Entities
At inception, we determine whether an entity in which we have made an investment or with which we have other variable interest arrangements is considered a variable interest entity (“VIE”). We are required to consolidate any VIE if we are the primary beneficiary of the VIE. We are the primary beneficiary of a VIE if we have the power to direct activities that most significantly affect the economic performance of the VIE and have the obligation to absorb a portion of the losses or benefits that are significant to the VIE. If we are not the primary beneficiary of the VIE, we account for the investment or other variable interests in the VIE in accordance with other applicable GAAP. When events or circumstances change our variable interests or relationships with any of these entities, we reassess our determination of whether they are a VIE and, if so, whether we are the primary beneficiary. As of December 31, 2025, we had a variable interest in one unconsolidated VIE with an exposure of loss of approximately $49.5 million, consisting of the carrying value of our equity investment and various notes and accounts receivable from this entity. Due to changes in the nature of our relationship with this entity during 2026, this entity is no longer considered a VIE.
Use of Estimates
The preparation of consolidated financial statements and related disclosures in accordance with GAAP requires management to make estimates and judgments that affect the amounts reported. We believe that the estimates used in preparation of the accompanying consolidated financial statements are reasonable, based upon information available to management at this time. These estimates and judgments affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the balance sheet date, as well as the amounts of revenue and expense during the reporting period. Estimates are inherently uncertain and actual results could differ materially from the estimated amounts.
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Share Repurchase Plan
On February 11, 2025, our Board of Directors (our “Board”) authorized the repurchase of up to $500.0 million of our common stock (the “Repurchase Plan”). The Board increased the authorization by $500.0 million on October 22, 2025, and by an additional $1.0 billion on October 26, 2026, resulting in an aggregate authorization of $2.0 billion. Repurchases may be made from time to time at management’s discretion, at prices management considers to be attractive, through open market purchases, privately negotiated transactions or otherwise, including pursuant to a Rule 10b5-1 plan, hybrid open market repurchases or an accelerated share repurchase transaction, subject to availability. Open market purchases are conducted in accordance with the limitations set forth in Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable legal requirements. We have no obligation to repurchase additional shares, and the timing, actual number and value of the shares that are repurchased, if any, are at the discretion of management. The Repurchase Plan does not have an expiration date.
Repurchased shares are retired, resulting in a reduction to common stock at par with the remainder to additional paid-in capital. Once repurchased, the shares are returned to the status of authorized but unissued shares of the Company and reduce the weighted average number of shares of common stock outstanding for purposes of calculating basic and diluted earnings per share.
The table below sets forth information regarding repurchases of shares under the Repurchase Plan (in millions, except for number of shares, which are reflected in thousands, and per share data):
Three Months Ended 
 September 30,		Nine Months Ended 
 September 30,
2026202520262025
Total number of shares purchased1,604.81,259.63,276.11,711.3
Average price paid per share1
$80.26 $90.31 $74.66 $89.16 
Amount repurchased1
$128.8 $113.8 $244.6 $152.6 
(1) Amounts include commissions and excise taxes.
As of September 30, 2026, $456.8 million remains available for repurchases under the share repurchase authorizations approved in 2025.
Trade Accounts Receivable
We base our allowance for doubtful accounts estimate on our historical loss experience, our current expectations of future losses, current economic conditions, an analysis of the aging of outstanding receivables and customer payment patterns, and specific reserves for customers in adverse financial condition or for existing contractual disputes.
The following is a roll-forward of the allowance for doubtful accounts for the periods presented:
Nine Months Ended September 30,
20262025
Beginning balance$27.7 $19.9 
Provision for losses on trade accounts receivable11.7 15.1 
Write-offs, net of recovered accounts(12.5)(9.2)
Ending balance$26.9 $25.8 
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Recently Adopted Accounting Pronouncements
On July 30, 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU states that in developing reasonable and supportable forecasts as part of estimating expected credit losses, an entity may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. This ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods on a prospective basis. We have adopted this ASU for interim periods beginning in fiscal year 2026. The adoption of this ASU did not have a material impact on our consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted
On November 4, 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-04), Disaggregation of Income Statement Expenses. This ASU requires disclosure within the notes to financial statements of specific information about certain costs and expenses including more detailed disclosures of certain categories of expenses such as employee compensation, depreciation and intangible asset amortization that are components of existing expense captions presented on the face of the income statement. The update is effective for annual periods for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027 on a prospective or retrospective basis. Early adoption is permitted. We are currently assessing the impact that adopting this ASU would have on our consolidated financial statements.
On September 18, 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU removes all references to prescriptive and sequential software development stages (referred to as “project stages”) and instead requires an entity to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. Additional updates include changes to accounting for website development costs and certain disclosure requirements. This ASU will be effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. This ASU permits an entity to apply the new guidance using either a prospective transition approach, a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption, or a retrospective transition approach. We are currently assessing the impact that adopting this ASU would have on our consolidated financial statements.
On November 25, 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815), Hedge Accounting Improvements. Among other changes, this ASU introduces an alternative hedge accounting model for cash flow hedges of interest payments on choose-your-rate debt instruments, allowing entities to specify the alternative interest rate indexes and tenors that may be selected as being hedged, without discontinuing hedge accounting. This update is effective for annual reporting periods for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, on a prospective basis. Early adoption is permitted. We are currently assessing the impact that adopting this ASU would have on our consolidated financial statements.
On December 8, 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements. This ASU provides additional clarification on interim disclosure requirements, including a comprehensive list of interim disclosures required by GAAP. Further, this ASU includes a new disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have had a material impact. This includes material events and/or changes to items not listed as a required interim disclosure in Topic 270. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently assessing the impact that adopting this ASU would have on our financial statements.
2. Business Acquisitions
2026 Acquisitions
Trans Union de Mexico
On March 2, 2026, we acquired approximately a 68% equity interest in Trans Union de México, S.A., S.I.C., (“Trans Union de Mexico”). Total cash consideration for the acquisition was $659.6 million, including the final purchase price adjustment. The acquisition was funded with proceeds from our Senior Secured Revolving Credit Facility and cash on hand. See Note 10, “Debt,” for additional information about our Senior Secured Revolving Credit Facility. Prior to the transaction, we owned approximately a 26% equity interest that was accounted for under the equity method. Our total equity interest upon closing was approximately 94%, representing a controlling financial interest which resulted in the consolidation of Trans Union de Mexico. The remaining approximately 6% equity interest represented a noncontrolling interest in the net assets acquired and was valued based on the purchase price of the 68% equity interest. There was no contingent consideration related to this transaction.
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Trans Union de Mexico is the largest consumer credit bureau in Mexico. Trans Union de Mexico has longstanding relationships with major financial institutions in Mexico and maintains broad population coverage supported by data from multiple verticals, including financial services, retail and telecommunications. The business operates in a sizable and growing market characterized by increasing digital adoption and expanding credit usage across the Mexican economy.
Prior to March 2, 2026, Trans Union de Mexico was recorded as an equity method investment and the pro rata share of its earnings or losses were recorded within non-operating income and (expense), net in the Consolidated Statement of Operations. We accounted for the transaction as a step acquisition in accordance with ASC Topic 805, Business Combinations (“ASC 805”). Accordingly, we remeasured our initial 26% investment at a fair value of $247.4 million based on the purchase price of the 68% equity interest, resulting in a non-taxable gain of $225.5 million recorded within gain on acquisition of affiliate in the Consolidated Statement of Operations.
We engaged in business activities with Trans Union de Mexico prior to the date of acquisition that were not material and received dividends from our equity method investment. The results of operations of Trans Union de Mexico subsequent to the acquisition date and the assets acquired and liabilities assumed are included within our Latin America reporting unit in our International segment.
Acquisition Costs
We recognized cumulative transaction costs related to the acquisition of $18.1 million, including $5.8 million and $3.2 million for the nine months ended September 30, 2026 and 2025, respectively. We recorded these costs within other income and (expense), net in the Consolidated Statements of Operations. These costs include investment banker fees, legal, due diligence and other external costs.
Purchase Price Allocation
We finalized the purchase price and the allocation of the purchase price during the quarter ended September 30, 2026.
The purchase price of the acquisition exceeded the fair value estimate of the net assets acquired due primarily to expected future revenue growth opportunities, synergies, operating efficiencies and the assembled workforce. None of the goodwill is tax deductible.
The table below summarizes the elements of purchase consideration for the acquisition:
Cash consideration paid to sellers
$659.6 
Fair value of equity method investment
247.4
Fair value of noncontrolling interest
56.2
Settlement of preexisting receivables1
23.1
Total purchase consideration
$986.3 
(1) Represents the effective settlement of existing net receivables, including dividends declared but not paid by Trans Union de Mexico prior to the acquisition.
The table below summarizes the final allocation of fair value of assets acquired and liabilities assumed as of September 30, 2026:
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Purchase consideration
$986.3 
Assets acquired
Cash and cash equivalents
$81.1 
Trade accounts receivable
19.4
Other current assets
5.7
Property, plant and equipment
11.0
Intangible assets
585.9
Other assets
0.7
Total identifiable assets acquired
$703.7 
Liabilities assumed
Accounts payable
$12.2 
Other current liabilities
67.5
Deferred revenue
2.0
Other liabilities
10.2
Deferred tax liabilities
170.8
Total liabilities assumed
$262.7 
Net identifiable assets acquired
$441.0 
Goodwill
545.3
Net assets acquired
986.3
Less: Noncontrolling interest
56.2
Net fair value of assets acquired
$930.1 
Since the date of acquisition through September 30, 2026, we recorded measurement period adjustments that increased intangible assets by $9.9 million, decreased deferred tax liabilities by $1.6 million, decreased property, plant and equipment by $6.0 million, decreased goodwill by $2.1 million, and made other insignificant changes.
Other current liabilities and other liabilities include $56.6 million and $10.0 million, respectively, related to dividends declared by Trans Union de Mexico prior to the acquisition.
Identifiable Intangible Assets
The following table sets forth the components of identifiable intangible assets acquired and the weighted average amortization period as of the acquisition date:
Fair Value
Weighted-Average Amortization Period
Database and credit files
$463.5 
15 years
Customer relationships
103.8
15 years
Trade names and trademarks
15.9
10 years
Developed technology
2.7
3 years
Total identifiable intangible assets
$585.9 
14.8 years
In determining the fair value of the identifiable intangible assets, we utilized various forms of the income approach, depending on the asset being valued. The estimation of fair value requires significant judgment related to cash flow forecasts, discount rates reflecting the risk inherent in each cash flow stream, competitive trends, market comparables and other factors. Other inputs included historical data, current and anticipated market conditions, and growth rates.
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The intangible assets were valued using the following valuation approaches:
Database and credit files
Trans Union de Mexico’s database and credit files were deemed to be the primary asset, which we valued using the multi-period excess-earnings method, a form of the income approach, which required the application of judgment for significant assumptions. Significant assumptions included projected revenue and EBITDA margins, the rate of obsolescence, charges for related assets and the discount rate.
Customer relationships
Customer relationships were valued using the lost income method, a form of the income approach, which required the application of judgment for significant assumptions. Significant assumptions included the length of time to recreate the customer relationships, projected revenues and EBITDA margins and discount rates.
Other identifiable intangible assets
Other identifiable intangible assets include trade names and trademarks and developed technology, which are not material. Both trade names and trademarks and developed technology were valued using the relief from royalty method.
Unaudited pro-forma financial information
The supplemental pro-forma financial information has been prepared using the acquisition method of accounting and is based on the historical financial information of TransUnion and Trans Union de Mexico, assuming the transaction occurred on January 1, 2025. The supplemental pro-forma financial information does not necessarily represent what the combined companies' revenue or results of operations would have been had the acquisition of Trans Union de Mexico been completed on January 1, 2025, nor is it intended to be a projection of future operating results of the combined company. It also does not reflect any operating efficiencies or potential cost savings that might be achieved from synergies of combining TransUnion and Trans Union de Mexico.
The unaudited supplemental pro-forma financial information has been calculated after applying TransUnion’s accounting policies and adjusting the results of the combined company to reflect moving the gain on our previous equity method investment discussed above into the first quarter of 2025, incremental amortization expense resulting from the fair value adjustments for acquired intangible assets, an increase in interest expense resulting from the external debt borrowed by TransUnion to fund the acquisition, removal of the historical equity earnings recorded for our previous 26% ownership interest, moving the 2025 and 2026 acquisition costs incurred in connection with the transaction back to the first quarter of 2025 and the corresponding income tax impact of these adjustments.
(Unaudited)
TransUnion and Trans Union de Mexico combined
Three Months Ended September 30,Nine Months Ended September 30,
(in millions)
2026202520262025
Pro-forma revenue
$1,312.5 $1,217.3 $3,900.9 $3,532.3 
Pro-forma net income attributable to TransUnion
$156.2 $98.8 $459.5 $592.6 
Mobile Division of RealNetworks LLC
On April 1, 2026, we acquired the mobile division of RealNetworks LLC to augment our communications solutions capabilities. The total estimated purchase consideration for the acquisition was $25.8 million, funded from cash on hand, and purchase consideration is pending final customary purchase price adjustments. We accounted for this transaction as a business combination in accordance with ASC 805. Based on the preliminary allocation of the purchase consideration, we recognized $12.2 million of goodwill and $8.3 million of amortizable intangible assets, consisting primarily of developed technology, with the remaining allocated to other net assets. We estimate the weighted-average useful life of the intangible assets to be approximately 12.4 years.
Acquisitions of noncontrolling interests
During the three months ended June 30, 2026, we acquired additional equity of Trans Union de Mexico, which increased our equity interest from approximately 94% to approximately 95%. During the same period, we also acquired the remaining equity interest in an entity consolidated within the United Kingdom region of our International segment. Both transactions were settled in cash, totaling an aggregate of approximately $8.6 million. We accounted for these transactions as equity transactions with no
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impact to net income, with the differences between consideration paid and the related adjustments to noncontrolling interest recorded as additional paid-in capital.
2025 Acquisition
Monevo
In October 2021, we acquired a 30% equity interest in Monevo Limited (“Monevo”), which we accounted for as a Cost Method Investment. On April 1, 2025, we acquired the remaining 70% of the outstanding equity of Monevo and gained control of Monevo by exercising a call option we obtained when we made our initial investment. The strike price paid at closing to exercise the call option was $56.0 million, which resulted in a non-taxable gain of $12.3 million recorded within other income and (expense), net in the Consolidated Statement of Operations for the nine months ended September 30, 2025. There was no contingent consideration related to this transaction.
We accounted for the transaction as a step acquisition in accordance with ASC 805. We finalized our assessment of the purchase consideration transferred, including customary purchase price adjustments, in the first quarter of 2026. The final purchase consideration of $116.7 million was principally comprised of the cash paid plus the fair value of our initial 30% investment, including the call option and other related assets. We used a combination of the discounted cash flow method and the guideline public company method to determine the overall fair value of Monevo.
Purchase Price Allocation
We finalized our allocation of the purchase price during the three months ended March 31, 2026, and recognized $68.0 million of goodwill, $64.0 million of amortizable intangible assets consisting primarily of developed technology, and a deferred tax liability of $15.6 million. The remaining purchase price was allocated to other net assets of Monevo. We estimate the weighted-average useful lives of the amortizable intangible assets to be approximately 11 years.
3. Other Current Assets
Other current assets consisted of the following:
September 30, 2026December 31, 2025
Prepaid expenses$150.1 $134.5 
Marketable securities (Note 13)
0.4 2.7 
Other142.0 120.5 
Total other current assets$292.5 $257.7 
4. Goodwill
There have been no triggering events during the nine months ended September 30, 2026 that have required us to re-evaluate whether any of our reporting units were impaired.
Goodwill allocated to our reportable segments and changes in the carrying amount of goodwill during the nine months ended September 30, 2026, consisted of the following:
U.S. MarketsInternationalTotal
Balance, December 31, 2025$4,311.3 $948.2 $5,259.5 
Business acquisitions12.2 547.5 559.7 
Purchase accounting measurement period adjustments
0.8 (2.5)(1.7)
Foreign exchange rate adjustment0.5 (15.4)(14.9)
Balance, September 30, 2026$4,324.7 $1,477.8 $5,802.5 
The gross and net goodwill balances at each period were as follows:
September 30, 2026December 31, 2025
Gross Goodwill
Accumulated Impairment
Net Goodwill
Gross Goodwill
Accumulated Impairment
Net Goodwill
U.S. Markets
$4,324.7 $— $4,324.7 $4,311.3 $— $4,311.3 
International
1,891.8 (414.0)1,477.8 1,362.2 (414.0)948.2 
Total
$6,216.5 $(414.0)$5,802.5 $5,673.5 $(414.0)$5,259.5 
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5. Intangible Assets
Intangible assets consisted of the following:
September 30, 2026December 31, 2025
GrossAccumulated
Amortization		NetGrossAccumulated
Amortization		Net
Customer relationships$2,187.0 $(775.5)$1,411.5 $2,085.9 $(684.9)$1,401.0 
Internal use software1,860.8 (947.5)913.3 1,778.3 (822.8)955.5 
Database and credit files1,824.2 (1,093.6)730.6 1,383.0 (1,010.4)372.6 
Trademarks, copyrights and patents583.0 (209.8)373.1 566.4 (197.9)368.6 
Noncompete and other agreements1.3 (0.7)0.6 1.2 (0.3)0.8 
Total intangible assets$6,456.3 $(3,027.1)$3,429.2 $5,814.8 $(2,716.3)$3,098.5 
Changes in the carrying amount of intangible assets between periods consisted of the following: 
GrossAccumulated AmortizationNet
Balance, December 31, 2025
$5,814.8 $(2,716.3)$3,098.5 
Business acquisitions594.2 — 594.2 
Developed internal use software151.1 — 151.1 
Acquired intangible assets1.0 — 1.0 
Amortization— (390.9)(390.9)
Disposals and retirements(76.4)74.7 (1.7)
Foreign exchange rate adjustment(28.4)5.4 (23.0)
Balance, September 30, 2026$6,456.3 $(3,027.1)$3,429.2 
6. Other Assets
Other assets consisted of the following:
September 30, 2026December 31, 2025
Investments in affiliated companies (Note 2 and Note 7)
$177.4 $232.6 
Right-of-use lease assets65.0 49.2 
Interest rate swaps (Note 10 and Note 13)
39.2 31.7 
Convertible notes receivable (Note 13)
4.3 23.0 
Other135.5 143.7 
Total other assets$421.4 $480.2 
See Note 7 for a discussion on the decrease in investment in affiliated companies.
7. Investments in Affiliated Companies
Investments in affiliated companies, which are included in other assets in the Consolidated Balance Sheets, consisted of the following:
September 30, 2026December 31, 2025
Cost Method Investments
$158.9 $171.1 
Equity method investments (Note 2)
13.1 57.8 
Limited partnership investment
5.5 3.7 
Total investments in affiliated companies (Note 6)
$177.4 $232.6 
During the nine months ended September 30, 2026, we acquired a controlling interest in Trans Union de Mexico, an entity we previously held as an equity method investment, as further discussed in Note 2, “Business Acquisitions.” We also made a new
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Cost Method Investment, sold two Cost Method Investments, and converted notes receivable previously included within Other Assets on the Consolidated Balance Sheets as of December 31, 2025 into equity shares in the issuer, which we have partially impaired, all resulting in a net decrease in Cost Method Investments.
Gains and losses on our Cost Method Investments, which are included in other income and (expense), net in the Consolidated Statements of Operations, for the periods presented in the table below are as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Current period gains
$— $— $18.7 $12.3 
Current period losses
— (2.3)(11.7)(18.1)
Gains on Cost Method Investments for the nine months ended September 30, 2026 relate to the sale of two investments in nonconsolidated affiliates as discussed above, while the loss during the nine months ended September 30, 2026 relates to an impairment loss.
The gain on investments in the nine months ended September 30, 2025 includes the gain realized on our previously held investment in Monevo that we now consolidate as discussed in Note 2, “Business Acquisitions.”
Cumulative unrealized gains and losses on our Cost Method Investments that we owned as of September 30, 2026 and December 31, 2025, as shown in our Cost Method Investment balances in the table above, were as follows:
September 30, 2026December 31, 2025
Cumulative unrealized gains$46.3 $50.8 
Cumulative unrealized losses(41.4)(35.0)
During the three and nine months ended September 30, 2026 and 2025, Earnings from equity method investments, which are included in other non-operating income and expense in the Consolidated Statements of Operations, consisted of the following:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Earnings from equity method investments (Note 2 and Note 14)
$0.9 $5.5 $8.3 $14.7 
Dividends from equity method investments
— — 23.0 15.6 
8. Other Current Liabilities
Other current liabilities consisted of the following:
September 30, 2026December 31, 2025
Accrued payroll and employee benefits$217.7 $284.4 
Accrued legal and regulatory matters (Note 15)
96.4 62.2 
Deferred revenue (Note 11)
123.0 129.8 
Operating lease liabilities
19.1 19.8 
Income taxes payable11.7 7.0 
Other94.8 104.5 
Total other current liabilities$562.7 $607.6 

The decrease in accrued payroll and employee benefits is due primarily to bonuses paid during the first quarter of 2026 that were earned in 2025. Accrued payroll and employee benefits includes accrued employee separation expenses of $2.3 million and $10.7 million as of September 30, 2026 and December 31, 2025, respectively, in connection with a transformation plan to optimize our operating model that ended in 2025. As of December 31, 2025, other included an interest rate swap liability of $12.0 million, as discussed in Note 13, “Fair Value.”

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9. Other Liabilities
Other liabilities consisted of the following:
September 30, 2026December 31, 2025
Operating lease liabilities$49.9 $34.8 
Unrecognized tax benefits, net of indirect tax effects37.9 39.9 
Deferred revenue (Note 11)
7.6 13.5 
Other30.0 28.2 
Total other liabilities$125.4 $116.5 
10. Debt
Debt outstanding consisted of the following:
September 30, 2026December 31, 2025
Senior Secured Term Loan B-5, due in full at maturity (November 15, 2026), with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (5.57% at December 31, 2025), net of original issue discount and deferred financing fees of less than $0.1 million and $0.1 million, respectively, at December 31, 2025
$— $104.4 
Senior Secured Term Loan A-4, payable in quarterly installments through June 24, 2029, with periodic variable interest at Term SOFR, or alternate base rate, plus applicable margin (5.15% at September 30, 2026 and 4.97% at December 31, 2025), net of original issue discount and deferred financing fees of $0.2 million and $2.1 million, respectively, at September 30, 2026, and of $0.3 million and $2.6 million, respectively, at December 31, 2025
1,208.3 1,240.2 
Senior Secured Term Loan B-8, payable in quarterly installments through June 24, 2031, with periodic variable interest at Term SOFR, or alternate base rate, plus applicable margin (5.65% at September 30, 2026 and 5.47% at December 31, 2025), net of original issue discount and deferred financing fees of $3.2 million and $4.7 million, respectively, at September 30, 2026, and of $3.6 million and $5.3 million, respectively, at December 31, 2025
1,874.9 1,888.3 
Senior Secured Term Loan B-9, payable in quarterly installments through June 24, 2031, with periodic variable interest at Term SOFR, or alternate base rate, plus applicable margin (5.65% at September 30, 2026 and 5.47% at December 31, 2025), net of original issue discount and deferred financing fees of $6.0 million and $9.8 million, respectively, at September 30, 2026, and of $6.8 million and $11.1 million, respectively, at December 31, 2025
1,836.8 1,848.8 
Senior Secured Revolving Credit Facility, payable at any time without penalty no later than June 24, 2029, with periodic variable interest at Term SOFR, or alternate base rate, plus applicable margin (5.15% at September 30, 2026)
520.0 — 
Other debt
16.6 22.1 
Total debt5,456.6 5,103.8 
Less short-term debt and current portion of long-term debt(108.6)(196.9)
Total long-term debt$5,347.9 $4,906.9 
Senior Secured Credit Facility
On June 15, 2010, we entered into a Senior Secured Credit Facility with various lenders. This facility has been amended several times and currently consists of the Senior Secured Term Loan B-8, Senior Secured Term Loan B-9, Senior Secured Term Loan B-5, Senior Secured Term Loan A-4 (collectively, the “Senior Secured Term Loans”), and the Senior Secured Revolving Credit Facility.
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On February 11, 2026, we executed Amendment No. 25 to the Senior Secured Credit Facility, pursuant to which we increased our borrowing capacity under the Senior Secured Revolving Credit Facility to $1.0 billion. All other key terms of the Senior Secured Revolving Credit Facility remained unchanged. We used proceeds from the Senior Secured Revolving Credit Facility to fund a portion of the cash purchase price of Trans Union de Mexico, as further discussed in Note 2, “Business Acquisitions.”
During the nine months ended September 30, 2026, we prepaid the outstanding balance of $104.5 million on our Senior Secured Term Loan B-5, funded from cash-on-hand.
As of September 30, 2026, we had $520.0 million in outstanding borrowings under the Senior Secured Revolving Credit Facility and $1.3 million of outstanding letters of credit, and could have borrowed up to the remaining $478.7 million available.
Other debt in the table above includes a third-party financing arrangement we entered into in the second quarter of 2025 to purchase certain long-lived assets. This debt will be repaid over 5 years.
We also have the ability to request incremental loans on the same terms under the Senior Secured Credit Facility up to the sum of the greater of $1,000.0 million and 100% of Consolidated EBITDA, minus the amount of secured indebtedness and the amount incurred prior to the incremental loan, and may incur additional incremental loans so long as the senior secured net leverage ratio does not exceed 4.25-to-1, subject to certain additional conditions and commitments by existing or new lenders to fund any additional borrowings.
With certain exceptions, the Senior Secured Credit Facility obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its investment in subsidiaries. The Senior Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed 5.5-to-1 at any such measurement date. Under the terms of the Senior Secured Credit Facility, TransUnion may make dividend payments up to the greater of $100 million or 10.0% of Consolidated EBITDA per year, or an unlimited amount provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75-to-1. As of September 30, 2026, we were in compliance with all debt covenants.
Interest Rate Hedging
During the three months ended September 30, 2026, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps will commence on December 31, 2026 and expire on December 31, 2028, with a current aggregate notional amount of $300.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 4.2545% and 4.7716% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
In 2025, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The swaps commenced on June 30, 2025 and expire on December 31, 2027, with a current aggregate notional amount of $1,220.2 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 3.2893% and 3.6920% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
In 2024, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The swaps commenced on December 31, 2024, and expire on December 31, 2027, with a current aggregate notional amount of $1,069.9 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 3.0650% and 3.9925% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
In 2021, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,524.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 1.3800% and 1.3915% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
The net change in the fair value of our hedging instruments, included in our assessment of hedge effectiveness, is recorded in other comprehensive income, and reclassified to interest expense when the corresponding hedged interest affects earnings. See further discussion in Note 16, “Accumulated Other Comprehensive Loss.”
We expect to realize gains of approximately $30.8 million as a reduction of interest expense from our interest rate hedges over the next twelve months.
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Fair Value of Debt
The fair value of our Senior Secured Term Loans, excluding original issue discounts and deferred fees, and our Senior Secured Revolving Credit Facility is $5,452.9 million and $5,128.6 million as of September 30, 2026 and December 31, 2025, respectively. The fair values of our Senior Secured Term Loans and our Senior Secured Revolving Credit Facility are determined using Level 2 inputs, based on quoted market prices for the publicly traded instruments and observable market inputs for similar debt instruments, respectively.
11. Revenue
Accounts receivable are shown separately on our balance sheet. Contract assets and liabilities result due to the timing of revenue recognition, billings and cash collections. Contract assets include our right to payment for goods and services already transferred to a customer when the right to payment is conditional on something other than the passage of time, for example, contracts pursuant to which we recognize revenue over time but do not have a contractual right to payment until we complete the contract. Contract assets are included in our other current assets and are not material as of September 30, 2026 and December 31, 2025.
As most of our contracts with customers have a duration of one year or less, our contract liabilities consist of deferred revenue that is primarily short-term in nature. Contract liabilities include current and long-term deferred revenue that is included in other current liabilities and other liabilities, respectively. We expect to recognize the December 31, 2025 current deferred revenue balance as revenue during 2026. The majority of our long-term deferred revenue, which is not material, is expected to be recognized in less than two years.
We have certain contracts that have a duration of more than one year. For these contracts, the transaction price allocable to the future performance obligations is primarily fixed but contains a variable component. As of September 30, 2026, the aggregate amount of transaction price attributable to future performance obligations for long-term non-cancelable contracts, excluding the variable component, is approximately $1,190.0 million. We expect to recognize approximately 40% of this amount in the twelve months ending September 30, 2027, 30% in the twelve months ending September 30, 2028 and 30% thereafter.
For additional disclosures about the disaggregation of our revenue see Note 14, “Reportable Segments.”
12. Income Taxes
For the three months ended September 30, 2026, we reported an effective tax rate of 23.2%, which was higher than the 21.0% U.S. federal corporate statutory rate, due primarily to the impact of foreign rate differential and nondeductible expenses primarily in connection with executive compensation limitations, partially offset by adjustments to prior-year income tax provisions based on amounts reflected in filed income tax returns and the expiration of statutes of limitations on certain prior year uncertain tax positions.
For the three months ended September 30, 2025, we reported an effective tax rate of 33.3%, which was higher than the 21.0% U.S. federal corporate statutory rate, primarily due to the foreign rate differential, the impact of nondeductible expenses mainly in connection with executive compensation limitations and the cumulative impact of the One Big Beautiful Bill Act (“OBBBA”) partially offset by excess tax benefits from stock-based compensation.
For the nine months ended September 30, 2026, we reported an effective tax rate of 15.6%, which was lower than the 21.0% U.S. federal corporate statutory rate, due primarily to the non-taxable gain on our acquisition of a majority equity interest in Trans Union de Mexico and a benefit from the elimination of a deferred tax liability on our Cost Method Investment upon obtaining control as further discussed in Note 2, “Business Acquisitions," and benefits from the remeasurement of deferred taxes due to changes in state apportionment rates as a result of legal entity mergers.
For the nine months ended September 30, 2025, we reported an effective tax rate of 27.0%, which was higher than the 21.0% U.S. federal corporate statutory rate, primarily due to the impact of nondeductible expenses mainly in connection with executive compensation limitations, the foreign rate differential and the cumulative impact of the OBBBA, partially offset by the impact of the benefit to legal and regulatory expenses from the reduction of an accrued liability to zero for the dismissal of a lawsuit previously treated as nondeductible.
The gross amount of unrecognized tax benefits, which excludes indirect tax effects, was $43.1 million as of September 30, 2026, and $44.3 million as of December 31, 2025. The amounts that would affect the effective tax rate if recognized were $31.7 million as of September 30, 2026 and $33.8 million as of December 31, 2025. We classify interest and penalties as income tax expense in the Consolidated Statements of Operations and their associated liabilities as other liabilities in the Consolidated Balance Sheets. Interest and penalties on unrecognized tax benefits were $23.7 million as of September 30, 2026 and $21.6 million as of December 31, 2025. We are regularly audited by federal, state and foreign taxing authorities. Given the uncertainties inherent in the audit process, it is reasonably possible that certain audits could result in a significant increase or
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decrease in the total amounts of unrecognized tax benefits. An estimate of the range of the increase or decrease in unrecognized tax benefits due to audit results cannot be made at this time. Tax years 2007 and forward remain open for examination in some foreign jurisdictions, 2012 and forward for U.S. federal income tax purposes and 2017 and forward in some U.S. state jurisdictions.
13. Fair Value
The following table summarizes financial instruments measured at fair value, on a recurring basis, as of September 30, 2026:
Total
Level 1 - Prices in Active Markets for Identical Assets
Level 2 -Significant Other Observable Input
Level 3 -Significant Unobservable
Inputs
Assets
Interest rate swaps (Note 6 and 10)
$39.2 $— $39.2 $— 
Convertible notes receivable (Note 6)
4.3 — — 4.3 
Marketable securities (Note 3)
0.4 — 0.4 — 
Total$43.9 $— $39.6 $4.3 
The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2025:
Total
Level 1 - Prices in Active Markets for Identical Assets
Level 2 -Significant Other Observable Input
Level 3 -Significant Unobservable
Inputs
Assets
Interest rate swaps (Note 6 and 10)
$31.7 $— $31.7 $— 
Convertible notes receivable (Note 6)
23.0 — — 23.0 
Marketable securities (Note 3)
2.7 — 2.7 — 
Foreign exchange forward contract
2.9 — 2.9 — 
Total$60.3 $— $37.3 $23.0 
Liabilities
Interest rate swaps (Note 8 and 10)
$12.0 $— $12.0 $— 
Total
$12.0 $— $12.0 $— 
Level 2 instruments include interest rate swaps, a foreign currency cash flow hedge and available-for-sale marketable securities consisting of foreign exchange-traded corporate bonds.
We determine the fair value of the interest rate swaps each reporting period using the market standard methodology of discounting the future expected net cash receipts or payments that would occur if variable interest rates rise above or fall below the fixed rates of the swaps, with changes in fair value recognized in other comprehensive income. The variable interest rates used in the calculations of projected receipts on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. Each individual swap contract is valued independently and recorded on a gross basis in other assets and other current liabilities.
In November 2025, we entered into a foreign currency forward contract to economically hedge our exposure of a portion of the purchase price of our acquisition of a majority ownership interest in Trans Union de Mexico. The notional amount of the foreign exchange forward contract was MXN 2.9 billion. We determined the fair value of this contract using observable market inputs and standard valuation technique using the contracted forward rate and the current market forward rate for a contract with the same remaining term, with changes in fair value recognized in other income and (expense), net in the Consolidated Statement of Operations each period. This was settled during the three months ended March 31, 2026, upon completion of the acquisition of a majority ownership interest in Trans Union de Mexico.
We determine the fair value of the marketable securities, which are available-for-sale foreign exchange-traded corporate bonds, at their current quoted prices and they mature between 2027 and 2033. Unrealized gains and losses on the foreign exchange-traded corporate bonds, which are not material, are included in other comprehensive income.
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Level 3 instruments consist of convertible notes receivable we have obtained from the variable interest entity we discuss in Note 1, “Significant Accounting Policies,” under the sub-heading “Variable Interest Entities.”
Each convertible note receivable is measured at fair value each period using an option pricing model with inputs based on the contractual terms of the convertible note. The significant unobservable inputs into the model include our estimates of the timing and probabilities of repayment or various conversion scenarios that result in a payoff in the form of preferred equity of the note issuer, and the value of the underlying preferred equity, which in part is based on forecasted revenue of the note issuer. We have elected to initially and subsequently measure these hybrid financial instruments at fair value, with changes in fair value recognized in interest income for the interest accretion component, and other income and (expense), net in the Consolidated Statements of Operations for other changes to fair value.
In the nine months ended September 30, 2026, we converted all of the notes that were outstanding as of December 31, 2025 into preferred equity in the issuer of the notes as further discussed in Note 7, “Investment in Affiliated Companies.” During the same period, we obtained additional convertible notes that have a face amount of $4.3 million, with simple interest at 12% per annum, and mature on June 10, 2027. The notes may be converted into various equity shares based on certain events, or may be repaid in cash. The notes were initially recorded at a fair value of $4.2 million, which was equivalent to the value of the assets transferred to obtain the convertible notes.
14. Reportable Segments
We have two operating segments, U.S. Markets and International, and the Corporate unit, which provides support services to each of the segments. The Company’s chief operating decision maker (“CODM”) is the chief executive officer. The Company’s operating segments, which are consistent with its reportable segments, reflect the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner by which the CODM assesses the Company’s performance. Our CODM uses the profit measure of Adjusted EBITDA for our segments to allocate resources and assess performance of our businesses. We use Adjusted EBITDA as our profit measure because it eliminates the impact of certain items that we do not consider indicative of operating performance, which is useful to compare operating results between periods. The CODM uses Adjusted EBITDA for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources to each segment.
Our Board and executive management team also use Adjusted EBITDA as a compensation measure for both segment and corporate management under our incentive compensation plans. Adjusted EBITDA is also a measure frequently used by securities analysts, investors, and other interested parties in their evaluation of the operating performance of companies similar to ours.
The segment financial information presented below aligns with how we report information to our CODM to assess operating performance and how we manage the business. The accounting policies of the segments are the same as described in Note 1, “Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended December 31, 2025.
The following is a more detailed description of our reportable segments and the Corporate unit:
U.S. Markets
The U.S. Markets segment provides data, analytics and actionable insights to businesses and consumers. Businesses use our services to acquire customers, assess consumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities, mitigate fraud risk and respond to data breach events. Consumers use our services to manage their personal finances and take precautions against identity theft. We report disaggregated revenue of our U.S. Markets segment for Financial Services, Emerging Verticals and Consumer Interactive.
•Financial Services: The Financial Services vertical consists of our Consumer Lending, Mortgage, Auto and Card and Banking lines of business. Our Financial Services clients consist of most banks, credit unions, finance companies, auto lenders, mortgage lenders, FinTechs, and other consumer lenders in the United States. We also distribute our solutions through most major resellers, secondary market players and sales agents. Beyond traditional lenders, we work with a variety of credit arrangers, such as auto dealers and peer-to-peer lenders. We provide solutions across every aspect of the lending lifecycle; customer acquisition and engagement, fraud and ID management, retention and recovery. Our products are focused on mitigating risk and include credit reporting, credit marketing, analytics and consulting, identity verification and authentication and debt recovery solutions.
•Emerging Verticals: Emerging Verticals include Insurance, Technology, Retail and E-Commerce, Telecommunications, Media, Tenant & Employment Screening, Collections, and Public Sector. Our solutions in these verticals are also data-driven and address the entire customer lifecycle. We offer onboarding and transaction
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processing products, scoring and analytic products, marketing solutions, fraud and identity management solutions and customer retention solutions, as well as select market-specific solutions in Insurance and Telecommunications.
•Consumer Interactive: The Consumer Interactive vertical provides solutions that help consumers manage their personal finances and take precautions against identity theft. Services include paid and free credit reports, scores and freezes, credit monitoring, identity protection and resolution, and financial management for consumers. This vertical also provides solutions that help businesses respond to data breach events. Our products are provided through user-friendly online and mobile interfaces and are supported by educational content and customer support. Our Consumer Interactive vertical serves consumers through both direct and indirect channels.
International
The International segment provides services similar to our U.S. Markets segment to businesses in select regions outside the United States. Depending on the maturity of the credit economy in each country, services may include credit reports, analytics and solutions services, and other value-added risk management services. In addition, we have insurance, business, and automotive databases in select geographies. These services are offered to customers in a number of industries including financial services, insurance, automotive, collections, public sector, gaming, and communications, and are delivered through both direct and indirect channels. The International segment also provides consumer services similar to those offered by our Consumer Interactive vertical in our U.S. Markets segment that help consumers proactively manage their personal finances and take precautions against identity theft.
We report disaggregated revenue of our International segment for the following regions: Canada, Latin America, including our recent acquisition of a majority ownership interest in Trans Union de Mexico, the United Kingdom, Africa, India and Asia Pacific.
Corporate
Corporate provides support services for each of the segments, holds investments, and conducts enterprise functions. Certain costs incurred in Corporate that are not directly attributable to either of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.
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Selected segment financial information and disaggregated revenue consisted of the following:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Gross Revenue:
U.S. Markets:
Financial Services$485.5 $438.0 $1,482.3 $1,261.5 
Emerging Verticals351.0 330.1 1,039.5 968.6 
Consumer Interactive140.3 144.8 422.8 429.8 
Total U.S. Markets$976.8 $912.8 $2,944.6 $2,659.9 
International:
Canada$45.7 $43.4 $135.3 $123.5 
Latin America98.7 33.7 245.3 100.6 
United Kingdom75.0 71.4 220.7 197.4 
Africa22.3 19.4 64.2 54.5 
India73.7 68.5 200.3 203.9 
Asia Pacific23.7 23.7 67.9 75.2 
Total International$339.0 $260.1 $933.8 $755.1 
Total revenue, gross$1,315.9 $1,172.9 $3,878.4 $3,415.0 
Intersegment revenue eliminations:
U.S. Markets$(1.7)$(1.7)$(5.7)$(5.3)
International(1.6)(1.7)(4.9)(4.7)
Total intersegment eliminations$(3.3)$(3.4)$(10.6)$(10.0)
Total revenue as reported$1,312.5 $1,169.5 $3,867.8 $3,405.0 
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Significant segment expenses consisted of the following:
Three Months Ended September 30,
20262025
U.S. MarketsInternationalU.S. MarketsInternational
Gross Revenue
$976.8 $339.0 $912.8 $260.1 
Less:1
Product and fulfillment2
$244.8 $26.7 $210.6 $15.7 
Labor-related3
222.1 107.4 212.9 92.2 
Technology and communication4
79.0 17.3 69.8 12.9 
Other segment items5
77.7 31.9 68.9 26.8 
Segment Adjusted EBITDA
$353.3 $155.7 $350.7 $112.4 

Nine Months Ended September 30,
20262025
U.S. MarketsInternationalU.S. MarketsInternational
Gross Revenue
$2,944.6 $933.8 $2,659.9 $755.1 
Less:1
Product and fulfillment2
$758.7 $73.2 $588.0 $41.8 
Labor-related3
664.7 306.7 640.8 267.0 
Technology and communication4
226.2 47.0 204.4 36.3 
Other segment items5
223.8 92.6 218.5 79.9 
Segment Adjusted EBITDA
$1,071.2 $414.2 $1,008.1 $330.2 
1.The significant expense categories and amounts align with costs included in segment Adjusted EBITDA that are regularly provided to the CODM. Intersegment expenses are included within the amounts shown.
2.Product and fulfillment expenses principally include data acquisition and royalty fees, mailing and postage, and call center support costs.
3.Labor-related expenses include fully burdened compensation expenses, including incentive compensation, as well as costs incurred to augment our workforce with subcontractors, net of any amounts capitalized for internally developed software.
4.Technology and communication expenses include hardware and software maintenance and support, subscriptions to cloud-based software, and telecommunications.
5.Other segment items include litigation, facilities costs, marketing and advertising, professional services, travel and entertainment, earnings from equity method investments, and overhead and corporate allocations, among other costs. For the International segment, Other segment items also includes earnings attributable to non-controlling interests.

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A reconciliation of Segment Adjusted EBITDA to income before income taxes for the periods presented is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
U.S. Markets Adjusted EBITDA$353.3 $350.7 $1,071.2 $1,008.1 
International Adjusted EBITDA155.7 112.4 414.2 330.2 
Total$508.9 $463.1 $1,485.4 $1,338.3 
Adjustments to reconcile to income before income taxes:
Corporate expenses1
$(44.2)$(38.0)$(126.6)$(109.0)
Net interest expense(57.4)(53.7)(171.2)(148.2)
Depreciation and amortization(164.0)(145.6)(476.8)(427.2)
Stock-based compensation
(37.0)(36.4)(113.6)(106.9)
Mergers and acquisitions, divestitures and business optimization2
(0.4)(6.9)233.2 (20.2)
Accelerated technology investment3
— (22.1)— (65.4)
Operating model optimization program4
— (11.5)— (26.7)
Net other5
(1.2)(2.3)(2.7)55.0 
Net income attributable to non-controlling interests4.3 3.6 10.9 11.0 
Total adjustments$(300.0)$(313.0)$(646.8)$(837.6)
Income before income taxes
$209.0 $150.1 $838.6 $500.7 
1.Certain costs that are not directly attributable to either of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.
2.Mergers and acquisitions, divestitures and business optimization consists of costs associated with exploratory or executed strategic transactions and fair value and impairment adjustments related to investments and call and put options, notes receivable, gains or losses on a step acquisition and mark-to-market adjustments on acquisition-related foreign currency forward contracts.
3.Accelerated technology investment represents expenses incurred in connection with the transformation of our technology infrastructure.
4.Consists of restructuring expenses as presented on our Consolidated Statements of Operations and other business process optimization expenses.
5.Net other consists primarily of certain legal and regulatory expenses, and other non-operating income and expenses, comprised of deferred loan fee expense from debt prepayments and refinancing, currency remeasurement on foreign operations, and other debt financing expenses.

Earnings from equity method investments included in non-operating income and expense was as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
U.S. Markets$0.5 $0.5 $1.5 $1.7 
International0.4 4.9 6.8 13.0 
Total (Note 7)
$0.9 $5.5 $8.3 $14.7 
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Total assets by segment consisted of the following:
September 30, 2026December 31, 2025
U.S. Markets$8,101.6 $8,105.3 
International3,571.3 2,471.6 
Total segment assets
11,672.9 10,576.9 
Corporate417.3 536.0 
Total$12,090.1 $11,112.9 

Cash paid for capital expenditures by segment was as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
U.S. Markets$44.6 $42.6 $136.2 $141.9 
International21.9 41.1 64.3 87.2 
Total cash paid for capital expenditures by the segments
66.5 83.7 200.5 229.1 
Corporate
0.5 0.2 0.8 0.2 
Total$67.0 $83.9 $201.4 $229.3 

Depreciation and amortization expense by segment was as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
U.S. Markets$110.8 $106.7 $328.1 $313.1 
International51.9 38.0 145.8 111.2 
Total segment depreciation and amortization expense
162.8 144.7 473.9 424.3 
Corporate
1.2 0.9 3.0 2.9 
Total$164.0 $145.6 $476.8 $427.2 
15. Contingencies
Legal and Regulatory Matters
We are routinely named as defendants in, or parties to, various legal actions and proceedings relating to our current or past business operations. These actions generally assert claims for violations of federal or state credit reporting, consumer protection or privacy laws, or common law claims related to the unfair treatment of consumers, and may include claims for substantial or indeterminate compensatory or punitive damages, or injunctive relief, and may seek business practice changes. We believe that most of these claims are either without merit or we have valid defenses to the claims, and we vigorously defend these matters or seek non-monetary or small monetary settlements, if possible. However, due to the uncertainties inherent in litigation, we cannot predict the outcome of each claim in each instance.
In the ordinary course of business, we also are subject to governmental and regulatory examinations, information-gathering requests, investigations and proceedings (both formal and informal), certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. In connection with formal and informal investigations and inquiries by regulators, we sometimes receive civil investigative demands, requests, subpoenas and orders seeking documents, testimony, and other information in connection with various aspects of our activities.
In view of the inherent unpredictability of legal and regulatory matters, particularly where the damages sought are substantial or indeterminate or when the proceedings or investigations are in the early stages, we cannot determine with any degree of certainty the timing or ultimate resolution of legal and regulatory matters or the eventual loss, fines or penalties, if any, that may result from such matters. We establish reserves for legal and regulatory matters when those matters present loss contingencies that are both probable and can be reasonably estimated. However, for certain of the matters, we are not able to reasonably
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estimate our exposure because damages or penalties have not been specified and (i) the proceedings are in early stages, (ii) there is uncertainty as to the likelihood of a class being certified or the ultimate size of the class, (iii) there is uncertainty as to the outcome of similar matters pending against our competitors, (iv) there are significant factual issues to be resolved, and/or (v) there are legal issues of a first impression being presented. The actual costs of resolving legal and regulatory matters, however, may be substantially higher than the amounts reserved for those matters, and an adverse outcome in certain of these matters could have a material adverse effect on our consolidated financial statements in particular quarterly or annual periods. We accrue amounts for certain legal and regulatory matters for which losses were considered to be probable of occurring based on our best estimate of the most likely outcome. It is reasonably possible actual losses could be significantly different from our current estimates. In addition, there are some matters for which it is reasonably possible that a loss will occur, however, we cannot estimate a range of the potential losses for these matters.
To reduce our exposure to an unexpected significant monetary award resulting from an adverse judicial decision, we maintain insurance that we believe is appropriate and adequate based on our historical experience. We regularly advise our insurance carriers of the claims, threatened or pending, against us in legal and regulatory matters and generally receive a reservation of rights letter from the carriers when such claims exceed applicable deductibles. We are not aware of any significant monetary claim that has been asserted against us – except for the pending matter with the Consumer Financial Protection Bureau (the “CFPB”) referenced below and a claim for which we have established a reserve in an amount that is not material to our business – that would not have some level of coverage by insurance after the relevant deductible, if any, is met.
As of September 30, 2026 and December 31, 2025, we have accrued $96.4 million and $62.2 million, respectively, for legal and regulatory matters. These amounts were recorded in other accrued liabilities in the Consolidated Balance Sheets and the associated expenses are recorded in selling, general and administrative expenses in the Consolidated Statements of Operations. Legal fees incurred in connection with ongoing litigation are considered period costs and are expensed as incurred.
CFPB Matters
In June 2021, we received a Notice and Opportunity to Respond and Advise (“NORA”) letter from the CFPB alleging that we failed to comply with and timely implement a consent order issued by the CFPB in January 2017 (the “2017 Consent Order”), and further alleging additional violations related to Consumer Interactive’s marketing practices. On April 12, 2022, the agency filed a lawsuit against us, Trans Union LLC, TransUnion Interactive, Inc. (collectively, the “TU Entities”) and the former President of Consumer Interactive, John Danaher, in the United States District Court for the Northern District of Illinois. On February 28, 2025, the CFPB, the TU Entities and Mr. Danaher filed with the Court a joint stipulation to voluntarily dismiss the lawsuit with prejudice, and the Court dismissed the lawsuit on March 21, 2025. During the three months ended March 31, 2025, we adjusted the amount previously accrued for this matter of $56.0 million to zero, as the dismissal has rendered a loss no longer probable.
In March 2024, we received a NORA letter from the CFPB, informing us that the CFPB’s Enforcement Division was considering whether to recommend that the CFPB take legal action against us related to our dispute handling practices and procedures. The NORA letter alleged that Trans Union LLC violated the Fair Credit Reporting Act’s requirements to conduct a reasonable reinvestigation of disputed information and follow reasonable procedures to assure maximum possible accuracy of the information in consumer reports, and the Consumer Financial Protection Act’s prohibition of unfair, deceptive, and abusive acts or practices. On July 12, 2024, the CFPB Enforcement Division advised us that it had obtained authority to pursue an enforcement action against us seeking specific injunctive relief provisions and civil money penalties. We were previously engaged in active discussions with the CFPB regarding this matter, including that our ability to make proposed changes to certain dispute handling processes is dependent on the participation of other consumer reporting agencies, data furnishers and industry participants. Given changes in CFPB leadership, our engagement with the agency on this matter has paused. We cannot provide an estimate of when, or if, such engagement will resume. We further cannot provide assurance that the CFPB will not ultimately commence a lawsuit against us in this matter, nor are we able to predict the likely outcome of this matter.

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16. Accumulated Other Comprehensive Loss
The following tables set forth the changes in each component of accumulated other comprehensive loss, net of tax, as of September 30, 2026 and 2025:
Foreign Currency
Translation
Adjustment
Net Unrealized
(Loss)/Gain
On Hedges
Net Unrealized
Gain/(Loss) On 
Available-for-sale
Securities		Accumulated Other
Comprehensive Loss
Balance, December 31, 2025
$(355.7)$15.3 $0.2 $(340.2)
Other comprehensive income (loss) before reclassifications(85.0)14.4 (0.1)(70.6)
Amounts reclassified from other comprehensive (income) loss— (7.4)— (7.4)
Other comprehensive income (loss) for the three months ended March 31, 2026(85.0)7.0 (0.1)(78.0)
Other comprehensive income (loss) attributable to noncontrolling interests4.5 — — 4.5 
Balance, March 31, 2026
$(436.1)$22.3 $0.1 $(413.7)
Other comprehensive income (loss) before reclassifications50.5 10.4 (0.1)60.8 
Amounts reclassified from other comprehensive (income) loss— (7.1)— (7.1)
Other comprehensive income (loss) for the three months ended June 30, 2026
50.5 3.3 (0.1)53.7 
Other comprehensive income (loss) attributable to noncontrolling interests(2.3)— — (2.3)
Balance, June 30, 2026
$(387.9)$25.6 $0.1 $(362.3)
Other comprehensive income (loss) before reclassifications(25.5)11.7 — (13.8)
Amounts reclassified from other comprehensive (income) loss— (7.5)— (7.5)
Other comprehensive income (loss) for the three months ended September 30, 2026
(25.5)4.2 — (21.3)
Other comprehensive income (loss) attributable to noncontrolling interests1.9 — — 1.9 
Balance, September 30, 2026
$(411.5)$29.8 $0.1 $(381.7)

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Foreign Currency
Translation
Adjustment
Net Unrealized
(Loss)/Gain
On Hedges
Net Unrealized
Gain/(Loss) On 
Available-for-sale
Securities		Accumulated Other
Comprehensive Loss
Balance, December 31, 2024
$(450.2)$82.8 $0.2 $(367.2)
Other comprehensive income (loss) before reclassifications39.5 (10.7)— 28.8 
Amounts reclassified from other comprehensive (income) loss— (17.1)— (17.1)
Other comprehensive income (loss) for the three months ended March 31, 202539.5 (27.8)— 11.7 
Other comprehensive income (loss) attributable to noncontrolling interests(0.2)— — (0.2)
Balance, March 31, 2025
$(410.9)$55.0 $0.2 $(355.7)
Other comprehensive income (loss) before reclassifications66.1 (5.0)— 61.1 
Amounts reclassified from other comprehensive (income) loss— (17.1)— (17.1)
Other comprehensive income (loss) for the three months ended June 30, 2025
66.1 (22.1)— 44.0 
Other comprehensive income (loss) attributable to noncontrolling interests0.1 — — 0.1 
Balance, June 30, 2025
$(344.7)$32.9 $0.2 $(311.6)
Other comprehensive income (loss) before reclassifications(19.6)3.0 (0.1)(16.6)
Amounts reclassified from other comprehensive (income) loss— (12.3)— (12.3)
Other comprehensive income (loss) for the three months ended September 30, 2025
(19.6)(9.4)(0.1)(29.0)
Other comprehensive income (loss) attributable to noncontrolling interests0.1 — — 0.1 
Balance, September 30, 2025
$(364.2)$23.5 $0.1 $(340.4)


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of TransUnion’s financial condition and results of operations is provided as a supplement to, and should be read in conjunction with, TransUnion’s audited consolidated financial statements, the accompanying notes, “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2025, as well as the unaudited consolidated financial statements and the related notes presented in Part I, Item 1, of this Quarterly Report on Form 10-Q.
In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those discussed in “Cautionary Notice Regarding Forward-Looking Statements” and Part II, Item 1A, “Risk Factors.”
References in this discussion and analysis to the “Company,” “we,” “us,” and “our” refer to TransUnion and its direct and indirect subsidiaries, including TransUnion Intermediate Holdings, Inc. and Trans Union LLC.
Overview
TransUnion is a leading global information and insights company that makes trust possible between businesses and consumers, helping people around the world access opportunities that can lead to a higher quality of life. That trust is built on TransUnion’s ability to deliver safe, innovative solutions with credibility and consistency. We call this Information for Good.
We have built robust data and analytics assets for a large portion of the adult population in the markets we serve. We use our OneTru solution enablement platform to centralize data management, identity resolution, artificial intelligence (“AI”) powered analytics, enabling more persistent identity resolution with sharper, more contextualized insights. We use these insights, combined with our industry expertise, to develop relevant solutions to solve customers’ needs, including credit risk, marketing and fraud mitigation. Because of our work, customers can better understand consumers in order to make more informed decisions, earn consumer trust through personalized experiences, and extend the appropriate opportunities, tools and offers. In turn, we believe consumers can be confident that their data identities will result in better offers and opportunities.
Our solutions enable businesses to manage and measure credit risk, market to new and existing customers, verify consumer identities, and mitigate fraud. We have deep domain expertise across a number of attractive industries, which we also refer to as verticals, including Financial Services and Emerging Verticals, which includes Insurance, Technology, Retail and E-Commerce, Telecommunications, Media, Tenant & Employment Screening, Collections, and Public Sector. In addition, consumers use our solutions to view their credit profiles, access analytical tools that help them understand and manage their personal financial information, and take precautions against identity theft. We have a global presence in over 30 countries and territories across North America, Latin America, Europe, Africa, India and Asia Pacific.
Our addressable market includes the global data and analytics market, which continues to grow as companies increasingly recognize the benefits of data and analytics-based decision making, and as consumers recognize the important role that their data identities play in their ability to procure goods and services and prevent fraud. There are several underlying trends supporting this market growth, including the proliferation of data, advances in technology such as AI that enable data to be processed more quickly and efficiently to provide business insights, and growing demand for these business insights across industries and geographies. We have grown our business by expanding the breadth and depth of our data, strengthening our analytics capabilities, expanding into complementary vertical markets, deepening our solution suites in areas such as fraud mitigation and marketing, building out our geographic portfolio, investing in technology infrastructure, and enhancing our global operating model. As a result, we believe we are well positioned to expand our share within the markets we currently serve.
Segments
We manage our business and report our financial results in two reportable segments: U.S. Markets and International, which reflects the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner by which the chief operating decision maker (“CODM”) assesses the Company’s performance. See Part I, Item 1 “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 14, “Reportable Segments” for additional information about our operating segments.
U.S. Markets
The U.S. Markets segment provides data, analytics and actionable insights to businesses and consumers. Businesses use our services to acquire customers, assess consumers’ ability to pay for services, identify cross-selling opportunities, measure and
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manage debt portfolio risk, collect debt, verify consumer identities, mitigate fraud risk and respond to data breach events. Consumers use our services to manage their personal finances and take precautions against identity theft.
International
The International segment provides services similar to our U.S. Markets segment to businesses in select regions outside the United States. Depending on the maturity of the credit economy in each country, services may include credit reports, analytics and technology solutions services and other value-added risk management services. In addition, we have insurance, business and automotive databases in select geographies. These services are offered to customers in a number of industries including financial services, automotive, collections, public sector, gaming and communications, and are delivered through both direct and indirect channels. The International segment also provides consumer services similar to those offered by our Consumer Interactive vertical in our U.S. Markets segment that help consumers proactively manage their personal finances and take precautions against identity theft.
Corporate
Corporate provides support services for each of the segments, holds investments, and conducts enterprise functions. Certain costs incurred in Corporate that are not directly attributable to either of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.
Factors Affecting Our Results of Operations
The following are certain key factors that affect, or have recently affected, our results of operations:
Macroeconomic and Industry Trends
Our revenues and results of operations have been and can be significantly influenced by general macroeconomic conditions, including but not limited to, interest rates, inflation, tariffs, housing demand, the availability of credit and capital, employment levels, consumer confidence and the risk of recession.
Although we do not have material operations in the Middle East, the ongoing conflict with Iran has had, and may continue to have, an unpredictable impact on global energy prices, inflation, consumer spending, market volatility and broader economic conditions. Inflation in the U.S. has remained above the U.S. Federal Reserve’s (the “Fed”) long-term target, prompting the Fed to raise the federal funds rate by 25 basis points in September 2026. This marked the first federal funds rate increase following six rate cuts between September 2024 and December 2025 totaling 175 basis points. The federal funds rate may remain elevated or even increase due to elevated inflation or other factors. The 10-year Treasury rate is at its highest level since 2002. Higher rates more significantly impact mortgage rates, which affect housing affordability, home purchases and mortgage refinancing activity. We expect 30-year mortgage rates to remain elevated and constrain housing activity for the foreseeable future. Higher rates can also reduce demand for consumer and auto loans.
Economic conditions in the U.K. and Canada were stable but growth remained muted during the first three quarters of 2026. The Middle East conflict and higher energy prices have renewed inflationary pressures and consumer uncertainty, and may continue to weaken growth and consumer sentiment in these countries. India’s economy, which is highly sensitive to energy prices, remained strong through the first three quarters of 2026, supported by resilient consumer spending and steady Reserve Bank of India rates. However, inflation may prompt future rate increases and slow credit expansion.
Although higher U.S. import tariffs have had a smaller-than-expected effect on U.S. inflation in 2025 and thus far in 2026, uncertainty over tariff policy continues to pressure the global economy and consumer sentiment. If significantly higher tariffs remain in place, U.S. and global growth could slow, increasing recession and inflation risks across many of our markets.
These factors affect the comparability of our revenue, expenses and results of operations across the periods presented. Continued macroeconomic uncertainty, including increasing interest or inflation rates, could materially adversely affect our stock price, results of operations, financial condition and the carrying value of long-lived assets, including goodwill and intangible assets.
Developments that Impact Comparability Between Periods
The following developments impact the comparability of our balance sheets, results of operations and cash flows between periods:
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Transformation Plan
As of the end of 2025, we completed the transformation plan to optimize our operating model and continue to advance our technology. The operating model optimization program transitioned certain job responsibilities to our GCCs and reduced our facility footprint. The incremental investment to advance our technology, which was the final phase of our accelerated technology investment, fundamentally transformed our technology infrastructure through the implementation of a global cloud-based approach to streamline product development, increase efficiency of ongoing operations and maintenance, enable a continuous improvement approach and provide a single global platform for fulfillment of our product lines. We incurred a total of $373.4 million in pre-tax expenses related to the two initiatives from the fourth quarter of 2023 through the end of 2025, consistent with our overall expectations.
See Part I, Item 1, “Financial Information – Notes to Unaudited Consolidated Financial Statements,” Note 8, “Other Current Liabilities” for additional information about our restructuring expenses and “Results of Operations – Non-GAAP Measures” for additional details of the composition of these expenses.
Mobile division of RealNetworks LLC
On April 1, 2026, we acquired the mobile division of RealNetworks LLC (“RealNetworks’) to augment our communications solutions capabilities. The total estimated purchase consideration for the acquisition was $25.8 million, funded from cash on hand, and purchase consideration is pending final customary purchase price adjustments. We accounted for this transaction as a business combination in accordance with ASC Topic 805, Business Combinations. See Part I, Item 1, Note 2 “Business Acquisitions” for further information about this transaction.
Trans Union de Mexico Acquisition
On March 2, 2026, we acquired approximately a 68% equity interest in Trans Union de Mexico for total cash consideration of $659.6 million. Prior to the transaction, we owned approximately a 26% equity interest that was accounted for under the equity method. Our total equity interest upon closing was approximately 94%, representing a controlling financial interest and resulting in the consolidation of Trans Union de Mexico. We accounted for the transaction as a step acquisition in accordance with ASC Topic 805, Business Combinations. Accordingly, we remeasured our initial 26% investment at a fair value of $247.4 million resulting in a non-taxable gain of $225.5 million recorded within gain on acquisition of affiliate in the Consolidated Statement of Operations.
The acquisition was funded primarily with proceeds from our Senior Secured Revolving Credit Facility and cash on hand. See Note 10, “Debt,” for additional information about our Senior Secured Revolving Credit Facility. There was no contingent consideration related to this transaction.
Trans Union de Mexico’s results of operations subsequent to the acquisition date are reflected in the Latin America reporting unit in our International segment for the three and nine months ended September 30, 2026, which affects the comparability of results to prior year periods. See Part I, Item 1, Note 2 “Business Acquisitions” for further information about this transaction.
Monevo Acquisition
On April 1, 2025, we gained control of Monevo Limited (“Monevo”) by acquiring the remaining 70% of its outstanding equity, of which we previously owned 30%. We accounted for the transaction as a step acquisition in accordance with ASC Topic 805, Business Combinations. Monevo’s results of operations subsequent to the acquisition date, which are not material, are reflected in both the U.S. Markets and International segments for the three and nine months ended September 30, 2026, which affects the comparability of results to prior year periods. See Part I, Item 1, Note 2 “Business Acquisitions” for further information about this transaction.
Legal Matters
On February 28, 2025, the CFPB, Trans Union LLC, TransUnion Interactive, Inc. and Mr. Danaher, the former President of Consumer Interactive, filed a joint stipulation with the Court to voluntarily dismiss the lawsuit related to the 2017 Consent Order with prejudice, and the Court dismissed the lawsuit on March 21, 2025. During the first quarter of 2025, we adjusted the $56.0 million previously accrued for this matter to zero, as the loss was no longer probable. See Part I, Item 1, “Financial Information – Notes to Unaudited Consolidated Financial Statements,” Note 15, “Contingencies” for additional information about this matter.
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Share Repurchase Plan
On February 11, 2025, our Board authorized the Repurchase Plan. The Board increased the authorization by $500.0 million on October 22, 2025 and by an additional $1.0 billion on October 26, 2026, resulting in an aggregate authorization of $2.0 billion under the Repurchase Plan. Repurchases may be made from time to time at management’s discretion at prices management considers to be attractive through open market purchases, privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan, hybrid open market repurchases or an accelerated share repurchase transaction, subject to availability. Open market purchases are conducted in accordance with the limitations set forth in Rule 10b-18 of the Exchange Act and other applicable legal requirements. We have no obligation to repurchase additional shares, and the timing, actual number and value of the shares that are repurchased, if any, are at the discretion of management. The Repurchase Plan does not have an expiration date.
Repurchased shares are retired, resulting in a reduction to common stock at par with the remainder to additional paid-in capital. Once repurchased, the shares are returned to the status of authorized but unissued shares of the Company and reduce the weighted average number of shares of common stock outstanding for purposes of calculating basic and diluted earnings per share. See Part I, Item I, Note 1, “Significant Accounting Policies” for additional information about this matter.
Debt
During the nine months ended September 30, 2026, we prepaid the outstanding balance of $104.5 million on our Senior Secured Term Loan B-5, funded from cash-on-hand.
On February 11, 2026, we executed Amendment No. 25 to the Senior Secured Credit Facility, pursuant to which we increased our borrowing capacity under the Senior Secured Revolving Credit Facility to $1.0 billion. All other key terms of the Senior Secured Revolving Credit Facility remained unchanged. We used proceeds from the Senior Secured Revolving Credit Facility to fund a portion of the cash purchase price of Trans Union de Mexico, as further discussed in Note 2, “Business Acquisitions.”
During the second quarter of 2025, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The swaps commenced on June 30, 2025 and expire on December 31, 2027, with a current aggregate notional amount of $1,220.2 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 3.2893% and 3.6920% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
Key Components of Our Results of Operations
Revenue
We report revenue for our two reportable segments, U.S. Markets and International. Within the U.S. Markets segment, we report and disaggregate revenue by vertical, which consists of our Financial Services, Emerging and Consumer Interactive verticals. Within the International segment, we disaggregate revenue by regions, which consists of Canada, Latin America, the United Kingdom, Africa, India and Asia Pacific.
Cost of Services
Cost of services includes product and fulfillment costs, such as data acquisition and royalty fees, personnel costs related to our databases and software applications, consumer and call center support costs, hardware and software maintenance costs, telecommunication expenses and data center costs.
Selling, General and Administrative
Selling, general and administrative includes personnel-related costs for sales, administrative and management employees, costs for professional and consulting services, advertising and facilities expenses.
Non-Operating Income and Expense
Non-operating income and expense includes interest expense, interest income, earnings from equity method investments, dividends from Cost Method Investments, fair-value adjustments of equity method and Cost Method Investments, if any, expenses related to successful and unsuccessful business acquisitions, loan fees, debt refinancing expenses, certain acquisition-related gains and losses and other non-operating income and expenses.
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Results of Operations —Three Months Ended September 30, 2026 and 2025
(Tabular amounts in millions, except per share amounts)
For the three and nine months ended September 30, 2026 and 2025, our results of operations were as follows:
Three Months Ended September 30,ChangeNine Months Ended September 30,Change
2026 vs. 20252026 vs. 2025
20262025
$
%
20262025$%
Revenue$1,312.5 $1,169.5 $143.0 12.2 %$3,867.8 $3,405.0 $462.8 13.6 %
Operating expenses
Cost of services (exclusive of depreciation and amortization below)534.7 480.3 54.3 11.3 %1,598.8 1,395.9 202.9 14.5 %
Selling, general and administrative346.6 330.8 15.8 4.8 %1,022.2 922.6 99.6 10.8 %
Depreciation and amortization164.0 145.6 18.4 12.6 %476.8 427.2 49.6 11.6 %
Restructuring
— 5.1 (5.1)nm— 5.1 (5.1)nm
Total operating expenses1,045.3 961.9 83.4 8.7 %3,097.8 2,750.8 347.0 12.6 %
Operating income
267.2 207.6 59.6 28.7 %770.0 654.2 115.8 17.7 %
Non-operating income and (expense)
Interest expense(66.5)(62.5)(4.0)6.3 %(194.4)(174.3)(20.1)11.5 %
Interest income9.0 8.8 0.2 2.1 %23.2 26.2 (3.0)(11.3)%
Earnings from equity method investments0.9 5.5 (4.6)(84.1)%8.3 14.7 (6.5)(44.0)%
Gain on acquisition of affiliate
— — — nm225.5 — 225.5 nm
Other income and (expense), net
(1.7)(9.3)7.6 (82.0)%6.0 (20.1)26.1 nm
Total non-operating income and (expense)(58.2)(57.5)(0.8)1.3 %68.6 (153.5)222.1 nm
Income before income taxes
209.0 150.1 58.8 39.2 %838.6 500.7 337.9 67.5 %
Provision for income taxes(48.5)(50.0)1.5 (2.9)%(131.0)(135.4)4.5 (3.3)%
Net income
160.5 100.2 60.3 60.2 %707.6 365.3 342.4 93.7 %
Less: net income attributable to noncontrolling interests
(4.3)(3.6)(0.7)19.2 %(10.9)(11.0)0.1 (0.7)%
Net income attributable to TransUnion
$156.2 $96.6 $59.6 61.7 %$696.7 $354.2 $342.4 96.7 %
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
Revenue
For the three and nine months ended September 30, 2026 revenue increased $143.0 million, or 12.2%, and $462.8 million, or 13.6%, respectively, compared with the same periods in 2025, due to growth in both segments and revenue from recent acquisitions, which contributed 4.9% and 4.0% of the growth in each respective period. The impact of foreign currency on organic revenue was negligible.
Operating Expenses
Cost of Services
For the three months ended September 30, 2026, cost of services increased $54.3 million compared with the same period in 2025. The increase was due primarily to:
•an increase of approximately $46.0 million in product and fulfillment costs due primarily to an increase in certain product cost pricing, including FICO mortgage royalties in our U.S. Markets segment, costs from our recent acquisitions, and an increase in volume in both segments; and
•an increase of approximately $16.0 million in labor costs, including labor costs from our recent acquisitions,
partially offset by:
•a decrease of approximately $6.0 million in technology and communications costs, due primarily to our accelerated technology investment program, which ended in 2025, partially offset by an increase in cloud costs.
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For the nine months ended September 30, 2026, cost of services increased $202.9 million compared with the same period in 2025. The increase was due primarily to:
•an increase of approximately $202.0 million in product and fulfillment costs due primarily to an increase in certain product cost pricing, including FICO mortgage royalties in our U.S. Markets segment, costs from our recent acquisitions, and an increase in volume in both segments; and
•an increase of approximately $23.0 million in labor costs, including labor costs from our recent acquisitions,
partially offset by:
•a decrease of approximately $23.0 million in technology and communications costs, due primarily to our accelerated technology investment program, which ended in 2025, partially offset by an increase in cloud costs.
Selling, General and Administrative
For the three months ended September 30, 2026, selling, general and administrative expenses increased $15.8 million compared with the same period in 2025. The increase was due primarily to:
•an increase of approximately $15.0 million in legal and regulatory expenses; and
•an increase of approximately $10.0 million in labor-related costs, including an increase in salaries and benefits inclusive of our recent acquisitions and commissions,
partially offset by:
•a decrease of approximately $6.0 million in costs related to our operating model optimization program due to the completion of the program in 2025; and
•a decrease of approximately $6.0 million in advertising costs due to a reduction in promotional campaigns in our Consumer Interactive business in U.S. Markets.
For the nine months ended September 30, 2026, selling, general and administrative expenses increased $99.6 million compared with the same period in 2025. The increase was due primarily to:
•an increase of approximately $73.0 million in legal and regulatory expenses, including a $56.0 million reduction of an accrual for a lawsuit that was dismissed in the first quarter of 2025, as further discussed in Part II, Item 8, “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements,” Note 15, “Contingencies”; and
•an increase of approximately $50.0 million in labor-related costs, including an increase in salaries and benefits inclusive of our recent acquisitions, commissions, and incentive compensation,
partially offset by:
•a decrease of approximately $17.0 million in costs related to our operating model optimization program due to the completion of the program in 2025; and
•a decrease of approximately $11.0 million in advertising costs due to a reduction in promotional campaigns in our Consumer Interactive business in U.S. Markets.
Depreciation and Amortization
For the three and nine months ended September 30, 2026, depreciation and amortization increased $18.4 million and $49.6 million, respectively, compared with the same periods in 2025, due primarily to incremental intangible asset amortization from our recent acquisitions and the increase in capital expenditures related to our accelerated technology investment initiative over the past few years.
Non-Operating Income and Expense
Interest expense
For the three and nine months ended September 30, 2026, interest expense increased $4.0 million and $20.1 million, respectively, compared with the same periods in 2025. The increase was due primarily to borrowing on our Senior Secured Revolving Credit Facility to fund the acquisition of a majority ownership interest in Trans Union de Mexico, partially offset by a decrease in the average periodic variable interest rate on the unhedged portion of our debt in both periods, and an increase in the nine-month period due to the replacement of certain hedges in June 2025 with less favorable rates.
Interest income
Interest income for the three months ended September 30, 2026 was consistent as compared to the same periods in 2025. The decrease in interest income for the nine months ended September 30, 2026, compared to the prior periods, was due primarily to the settlement of a note receivable in October 2025.
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Gain on acquisition of affiliate
For the nine months ended September 30, 2026, we recognized a gain on our acquisition of a majority ownership interest in Trans Union de Mexico, as further discussed in Part I, Note 2, “Business Acquisitions.”
Other income and (expense), net
Other income and (expense), net includes acquisition fees, loan fees, and various other income and expenses.
Three Months Ended September 30,Nine Months Ended September 30,
20262025$
Change		%
Change		20262025$
Change		%
Change
Other income and (expense), net:
Acquisition fees$(0.4)$(2.7)$2.3 (83.9)%$(8.0)$(10.9)$2.9 (26.4)%
Debt related expenses
(0.5)(0.5)— (3.3)%(1.4)(1.6)0.1 (8.1)%
Other income (expense), net(0.8)(6.1)5.3 (87.4)%15.5 (7.6)23.1 nm
Total other income and (expense), net$(1.7)$(9.3)$7.6 82.0 %$6.0 $(20.1)$26.1 nm
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
Acquisition fees
Acquisition fees represent costs we have incurred for various acquisition-related efforts, for both executed and exploratory transactions, and include costs related to our acquisitions of Monevo, Trans Union de Mexico and the mobile division of RealNetworks.
Debt-related expenses
Debt-related expenses comprise certain debt financing fees in all periods presented.
Other income and (expense), net
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Fair value and impairment adjustments$— $(4.2)$15.7 $(9.3)
Currency remeasurement gains (losses), net(0.7)(1.6)(1.8)0.6 
Miscellaneous non-operating income and (expense)(0.1)(0.3)1.5 1.1 
Total other income (expense), net$(0.8)$(6.1)$15.5 $(7.6)
Fair value and impairment adjustments primarily relate to investments in affiliated companies and notes receivable, realized gains on acquisition-related foreign currency forward contracts and the gain on our acquisition of Monevo for the nine months ended September 30, 2025, as further discussed in Part 1, Note 2, “Business Acquisition.” Currency remeasurement gains (losses), net consist of realized foreign currency gains and losses for transactions in currencies other than the functional currency of the corresponding consolidated entity that were settled during the period. Miscellaneous non-operating income and (expense) includes other miscellaneous non-operating income and expense.
Provision for Income Taxes
Our effective tax rates were 23.2% and 33.3% for the three months ended September 30, 2026 and 2025, respectively. The effective tax rate was lower in 2026 compared to 2025 due primarily to favorable adjustments to prior-year income tax provisions based on amounts reflected in filed income tax returns during the three months ended September 30, 2026, the expiration of statutes of limitations on certain prior year uncertain tax positions during the three months ended September 30, 2026, and favorable tax provisions applicable to certain foreign-source licensing and service income under the provisions of the One Big Beautiful Bill Act (the “OBBBA”) that went into effect January 1, 2026.
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Our effective tax rates were 15.6% and 27.0% for the nine months ended September 30, 2026 and 2025, respectively. The effective tax rate was lower in 2026 compared to 2025 due primarily to the non-taxable gain on our acquisition of a majority equity interest in Trans Union de Mexico and a benefit from the elimination of a deferred tax liability on our Cost Method Investment upon obtaining control as further discussed in Note 2, “Business Acquisitions," a reduction in valuation allowance related to the realizability of foreign tax credits and capital loss carryforwards in 2026 compared to 2025, and benefits on the remeasurement of deferred taxes due to changes in state apportionment rates as a result of legal entity mergers, all of which occurred during the first quarter of 2026.
Segment Results of Operations—Three and Nine Months Ended September 30, 2026 and 2025
Management, including our CODM, evaluates the financial performance of our businesses based on revenue and segment Adjusted EBITDA. For the three and nine months ended September 30, 2026 and 2025, our segment revenue, segment Adjusted EBITDA and segment Adjusted EBITDA Margin were as follows:
Three Months Ended September 30,ChangeNine Months Ended September 30,Change
2026 vs. 20252026 vs. 2025
20262025
$
%
20262025$%
Revenue:
U.S. Markets gross revenue
     Financial Services$485.5 $438.0 $47.5 10.8 %$1,482.3 $1,261.5 $220.8 17.5 %
     Emerging Verticals351.0 330.1 20.9 6.3 %1,039.5 968.6 70.9 7.3 %
Consumer Interactive
140.3 144.8 (4.4)(3.0)%422.8 429.8 (7.0)(1.6)%
U.S. Markets gross revenue$976.8 $912.8 $64.0 7.0 %$2,944.6 $2,659.9 $284.7 10.7 %
International gross revenue
     Canada$45.7 $43.4 $2.3 5.2 %$135.3 $123.5 $11.8 9.6 %
     Latin America98.7 33.7 65.0 192.8 %245.3 100.6 144.7 143.8 %
     United Kingdom75.0 71.4 3.6 5.1 %220.7 197.4 23.3 11.8 %
     Africa22.3 19.4 2.9 14.9 %64.2 54.5 9.7 17.8 %
     India73.7 68.5 5.1 7.5 %200.3 203.9 (3.6)(1.8)%
     Asia Pacific23.7 23.7 — — %67.9 75.2 (7.3)(9.7)%
International gross revenue$339.0 $260.1 $78.9 30.4 %$933.8 $755.1 $178.7 23.7 %
Total gross revenue$1,315.9 $1,172.9 $142.9 12.2 %$3,878.4 $3,415.0 $463.4 13.6 %
Intersegment revenue eliminations
(3.3)(3.4)0.1 (1.7)%(10.6)(10.0)(0.6)6.0 %
Total revenue as reported
$1,312.5 $1,169.5 $143.0 12.2 %$3,867.8 $3,405.0 $462.8 13.6 %
Adjusted EBITDA:
U.S. Markets$353.3 $350.7 $2.5 0.7 %$1,071.2 $1,008.1 $63.1 6.3 %
International155.7 112.4 43.3 38.5 %414.2 330.2 84.1 25.5 %
Adjusted EBITDA Margin:
U.S. Markets36.2%38.4%36.4%37.9%
International45.9%43.2%44.4%43.7%
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
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We define Adjusted EBITDA Margin for our segments as the segment Adjusted EBITDA divided by segment gross revenue.
U.S. Markets Segment
Revenue
For the three and nine months ended September 30, 2026, U.S. Markets revenue increased $64.0 million, or 7.0% and $284.7 million, or 10.7%, respectively, compared with the same periods in 2025. Revenue increased in Financial Services and Emerging Verticals, partially offset by a decrease in Consumer Interactive.
Financial Services: For the three and nine months ended September 30, 2026, revenue increased $47.5 million, or 10.8%, and $220.8 million, or 17.5%, respectively, compared with the same periods in 2025. A majority of the growth in Financial Services comes from our Mortgage line of business, due primarily to increases in price, including from FICO mortgage royalties. Our other lines of business also grew, due primarily to price and volume increases in our Auto line of business and volume increases in our Card and Banking and Consumer Lending lines of business.
Emerging Verticals: For the three and nine months ended September 30, 2026, revenue increased $20.9 million, or 6.3%, and $70.9 million, or 7.3%, respectively, compared with the same periods in 2025. The increase was due primarily to an increase in Insurance from volume increases, and in most other verticals from volume increases across online and batch services, new business wins and pricing increases, and revenue from our recent acquisitions.
Consumer Interactive: For the three and nine months ended September 30, 2026, revenue decreased $4.4 million, or 3.0%, and $7.0 million, or 1.6%, respectively, compared with the same periods in 2025, due primarily to a decrease in demand for paid credit products, partially offset by higher indirect channel breach revenue and offers revenue from our new direct-to-consumer platform.
Adjusted EBITDA
For the three and nine months ended September 30, 2026, Adjusted EBITDA increased $2.5 million and $63.1 million, respectively, compared with the same periods in 2025, due primarily to the increase in revenue, partially offset by higher variable product and fulfillment costs and other operating costs. For the three and nine months ended September 30, 2026, Adjusted EBITDA margins decreased 230 and 150 basis points, respectively, due primarily to FICO mortgage royalties growing at a higher rate than revenue and higher legal and regulatory expenses.
International Segment
Revenue
For the three and nine months ended September 30, 2026, International revenue increased $78.9 million, or 30.4%, and $178.7 million, or 23.7%, respectively, compared with the same periods in 2025 due primarily to the acquisitions of Trans Union de Mexico and Monevo, which contributed 20.9% and 17.4% of the growth in each respective period, and increases in all regions due to higher local currency revenue, except for Asia Pacific which was flat in the three-month period and decreased in the nine-month period. The impact of foreign currencies on organic revenue was a decrease of 1.0% and an increase of 0.5% for the three and nine months ended September 30, 2026, respectively.
Canada: For the three and nine months ended September 30, 2026, Canada revenue increased $2.3 million, or 5.2%, and $11.8 million, or 9.6%, respectively, compared with the same periods in 2025, due primarily to higher local currency revenue from broad-based volume increases, and a decrease of 1.7% and an increase of 1.0% in each respective period from the impact of foreign currencies.
Latin America: For the three and nine months ended September 30, 2026, Latin America revenue increased $65.0 million, or 192.8%, and $144.7 million, or 143.8%, respectively, compared with the same periods in 2025. Our acquisition of the majority ownership interest in Trans Union de Mexico contributed 161.7% and 125.8% of the growth in each respective period, with the remaining increase driven primarily by volumes and new business wins across the region and an increase of 13.1% and 10.3% in each respective period from the impact of foreign currencies.
United Kingdom: For the three and nine months ended September 30, 2026, United Kingdom revenue increased $3.6 million, or 5.1%, and $23.3 million, or 11.8%, respectively, compared with the same periods in 2025 due to an increase in volume, new business, and revenue from our acquisition of Monevo in the nine-month period, and a decrease of 0.4% and an increase of 2.5%, in each respective period from the impact of foreign currencies.
Africa: For the three and nine months ended September 30, 2026, Africa revenue increased $2.9 million, or 14.9%, and $9.7 million, or 17.8%, respectively, compared with the same periods in 2025, due primarily to broad-based volume growth, and an increase of 8.5% and 10.9% in each respective period from the impact of foreign currencies.
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India: For the three and nine months ended September 30, 2026, India revenue increased $5.1 million, or 7.5%, and decreased $3.6 million, or 1.8%, respectively, compared with the same periods in 2025. For the three-month period, local currency revenue increased due to improved economic conditions driving broad-based growth. For the nine-month period, local currency revenue increased due to online volume growth partially offset by lower batch activity. Revenue decreased 10.2% and 8.5% in each respective period from the impact of foreign currencies.
Asia Pacific: For the three months ended September 30, 2026, Asia Pacific revenue was flat as several one-time contract revenue and volume increases were offset by the impact of foreign currencies. For the nine months ended September 30, 2026, revenue decreased $7.3 million, or 9.7%, compared with the same periods in 2025, respectively, due primarily to lower volumes and prior year one-time contract revenue. Revenue decreased 2.9% and 2.1% in each respective period from the impact of foreign currencies.
Adjusted EBITDA
For the three and nine months ended September 30, 2026, Adjusted EBITDA increased $43.3 million and $84.1 million, respectively compared with the same periods in 2025 due primarily to increased revenue in most regions as discussed above, partially offset by an increase in expenses due to the increase in revenue. For the three and nine months ended September 30, 2026, Adjusted EBITDA margins increased 270 and 60 basis points, respectively, due primarily to a shift in the mix of revenues, the impact of our acquisition of TransUnion de Mexico net of integration costs, and labor-related costs growing at a lower rate than revenue.
Non-GAAP Measures—Three Months Ended September 30, 2026 and 2025
In addition to the financial measures in conformity with generally accepted accounting principles (“GAAP”) discussed above, management, including our CODM, evaluates the financial performance of our businesses based on the non-GAAP measures Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes, Adjusted Effective Tax Rate and Leverage Ratio.
Non-GAAP Financial Measures
We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes, Adjusted Effective Tax Rate and Leverage Ratio for all periods presented. These are important financial measures for the Company but are not financial measures as defined by GAAP. These financial measures should be reviewed in conjunction with the relevant GAAP financial measures and are not presented as alternative measures of GAAP. Other companies in our industry may define or calculate these measures differently than we do, limiting their usefulness as comparative measures. Because of these limitations, these non-GAAP financial measures should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP, including operating income, operating margin, effective tax rate, net income attributable to the Company, diluted earnings per share or cash provided by operating activities. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures are presented in the tables below.
We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes and Adjusted Effective Tax Rate as supplemental measures of our operating performance because these measures eliminate the impact of certain items that we do not consider indicative of our cash operations and ongoing operating performance. These are measures frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours.
Our Board and executive management team use Adjusted EBITDA as an incentive compensation measure for most eligible employees and Adjusted Diluted Earnings per Share as an incentive compensation measure for certain of our senior executives.
Under the credit agreement governing our Senior Secured Credit Facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is tied to our Leverage Ratio which is partially based on Adjusted EBITDA. Investors also use our Leverage Ratio to assess our ability to service our debt and make other capital allocation decisions.
Consolidated Adjusted EBITDA

Management has excluded the following items from net income attributable to TransUnion in order to calculate Adjusted EBITDA for the periods presented:    

•Net interest expense is the sum of interest expense and interest income as reported on our Consolidated Statements of Operations.
•Provision for income taxes, as reported on our Consolidated Statements of Operations.
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•Depreciation and amortization, as reported on our Consolidated Statements of Operations.
•Stock-based compensation is used as an incentive to engage and retain our employees. It is predominantly a non-cash expense. We exclude stock-based compensation because it may not correlate to the underlying performance of our business operations during the period since it is measured at the grant date fair value and it is subject to variability as a result of performance conditions and timing of grants. These expenses are reported within cost of services and selling, general and administrative on our Consolidated Statements of Operations.
•Mergers and acquisitions, divestitures and business optimization expenses are non-recurring expenses associated with specific transactions (exploratory or executed) and consist of (i) transaction and integration costs, (ii) fair value and impairment adjustments related to investments and related call and put options, notes receivable, gains or losses on a step acquisition and mark-to-market adjustments on acquisition-related foreign currency forward contracts, (iii) post-acquisition adjustments to contingent consideration or to assets and liabilities that occurred after the acquisition measurement period. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business operations and vary depending upon the timing of such transactions. These expenses are reported in costs of services, selling, general and administrative and other income and (expenses), net, on our Consolidated Statements of Operations.
•Accelerated technology investment includes Project Rise and the final phase of our technology investment announced in November 2023. Project Rise was announced in February 2020 and was originally expected to be completed in 2022. Following our acquisition of Neustar in December 2021, we recognized the opportunity to take advantage of Neustar’s capabilities to enhance and complement our cloud-based technology already under development as part of Project Rise. As a result, we extended Project Rise’s timeline to 2024. In November 2023, we announced our plans to further leverage Neustar’s technology to standardize and streamline our product delivery platforms and to build a single global platform for fulfillment of our product lines. This represented the final phase of the technology investment in our global technology infrastructure and core customer applications. The accelerated technology investment fundamentally transformed our technology infrastructure by implementing a global cloud-based approach to streamline product development, increase the efficiency of ongoing operations and maintenance and enable a continuous improvement approach to avoid the need for another major technology overhaul in the foreseeable future. The unique effort to build a secure, reliable and performant hybrid cloud infrastructure required us to dedicate separate resources in order to develop the new cloud-based infrastructure in parallel with our current on-premise environment by maintaining our existing technology team to ensure no disruptions to our customers. The costs associated with the accelerated technology investment are incremental and redundant costs that will not recur now that the program has been completed and are not representative of our underlying operating performance. Therefore, we believe that excluding these costs through the end of the program in 2025 from our non-GAAP measures provides a better reflection of our ongoing cost structure. These costs are primarily reported in cost of services and therefore do not include amounts that are capitalized as internally developed software.
•Operating model optimization program represents employee separation costs, facility lease exit costs and other business process optimization expenses incurred in connection with our transformation plan discussed further in “Factors Affecting Our Results of Operations.” We excluded these expenses through the end of the program in 2025 as we believe they are not directly correlated to the underlying performance of our business. Further, these costs will vary and may not be comparable during the transformation initiative as we progress toward an optimized operating model. These costs are reported primarily in restructuring and selling, general and administrative on our Consolidated Statements of Operations.
•Net other adjustments principally relate to: (i) deferred loan fee expense from debt prepayments and refinancing, (ii) other debt financing expenses consisting primarily of revolving credit facility deferred financing fee amortization and commitment fees and expenses associated with ratings agencies and interest rate hedging, (iii) currency remeasurement on foreign operations, (iv) legal and regulatory expenses, net, and (v) other non-operating (income) expense. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business and create variability between periods based on the nature and timing of the expense or income. These costs are reported in selling, general and administrative and in non-operating income and expense, net as applicable based on their nature on our Consolidated Statements of Operations.
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Consolidated Adjusted EBITDA Margin

Management defines Consolidated Adjusted EBITDA Margin as Consolidated Adjusted EBITDA divided by total revenue as reported.

Adjusted Net Income

Management has excluded the following items from net income attributable to TransUnion in order to calculate Adjusted Net Income for the periods presented:
•Amortization of certain intangible assets presents non-cash amortization expenses related to assets that arose from our 2012 change in control transaction and business combinations occurring after our 2012 change in control. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business operations and vary dependent upon the timing of the transactions that give rise to these assets. Amortization of intangible assets is included in depreciation and amortization on our Consolidated Statements of Operations.
•Stock-based compensation (see Consolidated Adjusted EBITDA above)
•Mergers and acquisitions, divestiture and business optimization (see Consolidated Adjusted EBITDA above)
•Accelerated technology investment (see Consolidated Adjusted EBITDA above)
•Operating model optimization program (see Consolidated Adjusted EBITDA above)
•Net other is consistent with the definition in Consolidated Adjusted EBITDA above except that other debt financing expenses and certain other miscellaneous income and expense that are included in the adjustment to calculate Adjusted EBITDA are excluded in the adjustment made to calculate Adjusted Net Income.
•Total adjustments for income taxes relates to the cumulative adjustments discussed below for Adjusted Provision for Income Taxes. This adjustment is made for the reasons indicated in Adjusted Provision for Income Taxes below. Adjustments related to the provision for income taxes are included in the line item by this name on our Consolidated Statement of Operations.

Adjusted Diluted Earnings Per Share

Management defines Adjusted Diluted Earnings per Share as Adjusted Net Income divided by the weighted-average diluted shares outstanding.

Adjusted Provision for Income Taxes

Management has excluded the following items from our provision for income taxes for the periods presented:

•Tax effect of above adjustments represents the income tax effect of the adjustments related to Adjusted Net Income described above. The tax rate applied to each adjustment is based on the nature of each line item. We include the tax effect of the adjustments made to Adjusted Net Income to provide a comprehensive view of our adjusted net income.
•Excess tax (benefit) expense for stock-based compensation is the permanent difference between expenses recognized for book purposes and expenses recognized for tax purposes, in each case related to stock-based compensation expense. We exclude this amount from the Adjusted Provision for Income Taxes in order to be consistent with the exclusion of stock-based compensation from the calculation of Adjusted Net Income.
•Other principally relates to (i) deferred tax adjustments, including rate changes, (ii) infrequent or unusual valuation allowance adjustments, (iii) return to provision, tax authority audit adjustments, and reserves related to prior periods,
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and (iv) other non-recurring items. We exclude these items because they create variability that impacts comparability between periods.

Adjusted Effective Tax Rate
Management defines Adjusted Effective Tax Rate as Adjusted Provision for Income Taxes divided by Adjusted income before income taxes. We calculate adjusted income before income taxes by excluding the pre-tax adjustments in the calculation of Adjusted Net Income discussed above and noncontrolling interest related to these pre-tax adjustments from income before income taxes.

Leverage Ratio
Management defines Leverage Ratio as net debt divided by Consolidated Adjusted EBITDA for the most recent twelve-month period including twelve months of Adjusted EBITDA from significant acquisitions. Net debt is defined as total debt less cash and cash equivalents as reported on the balance sheet as of the end of the period.
For the three and nine months ended September 30, 2026 and 2025, these non-GAAP measures were as follows:
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Adjusted EBITDA and Adjusted EBITDA Margin
Three Months Ended September 30,ChangeNine Months Ended September 30,Change
2026 vs. 20252026 vs. 2025
20262025$%20262025$%
Reconciliation of Net income attributable to TransUnion to consolidated Adjusted EBITDA:
Net income attributable to TransUnion$156.2 $96.6 $59.6 61.7 %$696.7 $354.2 $342.4 96.7 %
   Net interest expense57.4 53.7 3.8 7.1 %171.2 148.2 23.0 15.6 %
Provision for income taxes48.5 50.0 (1.5)(2.9)%131.0 135.4 (4.5)(3.3)%
   Depreciation and amortization164.0 145.6 18.4 12.6 %476.8 427.2 49.6 11.6 %
EBITDA$426.1 $345.8 $80.3 23.2 %$1,475.7 $1,065.0 $410.6 38.6 %
Expense and (income) adjustments to EBITDA:
   Stock-based compensation37.0 36.4 0.5 1.5 %113.6 106.9 6.7 6.2 %
Mergers and acquisitions, divestitures and business optimization1
0.4 6.9 (6.5)(93.7)%(233.2)20.2 (253.4)nm
   Accelerated technology investment2
— 22.1 (22.1)nm— 65.4 (65.4)nm
Operating model optimization program3
— 11.5 (11.5)nm— 26.7 (26.7)nm
   Net other4
1.2 2.3 (1.0)(45.7)%2.7 (55.0)57.7 nm
Total adjustments to EBITDA$38.6 $79.2 $(40.6)(51.2)%$(116.9)$164.2 $(281.1)nm
Consolidated Adjusted EBITDA$464.8 $425.1 $39.7 9.3 %$1,358.8 $1,229.2 $129.5 10.5 %
Net income attributable to TransUnion margin 11.9%8.3%18.0%10.4%
Consolidated Adjusted EBITDA margin5
35.4%36.3%35.1%36.1%
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Transaction and integration costs$0.4 $2.7 $8.0 $10.9 
Fair value and impairment adjustments
— 4.2 (241.2)9.3 
Total mergers and acquisitions, divestitures and business optimization$0.4 $6.9 $(233.2)$20.2 
For the nine months ended September 30, 2026, fair value and impairment adjustments includes the gain on our acquisition of Trans Union de Mexico.
2.Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:
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Three Months Ended 
 September 30,		Nine Months Ended September 30,
20252025
Foundational Capabilities$4.4 $16.0 
Migration Management17.7 49.3 
Total accelerated technology investment$22.1 $65.4 
3.Operating model optimization consisted of the following adjustments:
Three Months Ended 
 September 30,		Nine Months Ended September 30,
20252025
Employee separation
$5.1 $5.1 
Business process optimization6.4 21.6 
Total operating model optimization$11.5 $26.7 
4.Net other consisted of the following adjustments:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Deferred loan fee expense from debt prepayments and refinancing$— $— $— $(0.1)
Other debt financing expenses0.5 0.5 1.4 1.6 
Currency remeasurement on foreign operations0.7 1.6 1.8 (0.6)
Legal and regulatory expenses, net— — — (56.0)
Other non-operating (income) expense0.1 0.2 (0.5)0.1 
Total other adjustments$1.2 $2.3 $2.7 $(55.0)
5.Consolidated Adjusted EBITDA margin is calculated by dividing Consolidated Adjusted EBITDA by total revenue.
Consolidated Adjusted EBITDA
For the three and nine months ended September 30, 2026, Consolidated Adjusted EBITDA increased $39.7 million and $129.5 million, respectively, compared with the same periods in 2025, due primarily to an increase in revenue and the realization of cost savings from the transformation plan, partially offset by higher product costs compared to prior year. For the three and nine months ended September 30, 2026, Consolidated Adjusted EBITDA margin decreased 90 and 100 basis points, respectively, compared with the same periods in 2025, due primarily to FICO mortgage royalties growing at a higher rate than revenue in the U.S. Markets segment and higher legal and regulatory expenses.
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Adjusted Net Income and Adjusted Diluted Earnings Per Share
Three Months Ended September 30,ChangeNine Months Ended September 30,Change
2026 vs. 20252026 vs. 2025
20262025$%20262025$%
Reconciliation of Net income attributable to TransUnion to Adjusted Net Income:
Net income attributable to TransUnion
$156.2 $96.6 $59.6 61.7 %$696.7 $354.2 $342.4 96.7 %
Expense and (income) adjustments before income tax items:
Amortization of certain intangible assets
83.7 73.2 10.5 14.3 %243.2 217.2 26.0 12.0 %
Stock-based compensation
37.0 36.4 0.5 1.5 %113.6 106.9 6.7 6.2 %
Mergers and acquisitions, divestitures and business optimization1
0.4 6.9 (6.5)(93.7)%(233.2)20.2 (253.4)nm
Accelerated technology investment2
— 22.1 (22.1)nm— 65.4 (65.4)nm
Operating model optimization program3
— 11.5 (11.5)nm— 26.7 (26.7)nm
Net other4
0.9 1.6 (0.7)(42.9)%2.0 (56.7)58.7 nm
Total adjustments before income tax items$122.0 $151.8 $(29.7)(19.6)%$125.6 $379.7 $(254.1)(66.9)%
Total adjustments for income taxes5
(36.6)(31.9)(4.7)14.8 %(112.9)(96.7)(16.2)16.7 %
Adjusted Net Income$241.6 $216.5 $25.1 11.6 %$709.4 $637.2 $72.2 11.3 %
Weighted-average shares outstanding:
Basic191.1 194.8 nmnm192.0 194.9 nmnm
Diluted
192.6 197.2 nmnm193.8 197.2 nmnm
Adjusted Earnings per Share:
Basic$1.26 $1.11 $0.15 13.8 %$3.69 $3.27 $0.43 13.0 %
Diluted$1.25 $1.10 $0.16 14.3 %$3.66 $3.23 $0.43 13.3 %

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Reconciliation of Diluted earnings per share from Net income attributable to TransUnion to Adjusted Diluted Earnings per Share:
Diluted earnings per common share from:
Income attributable to TransUnion
$0.81 $0.49 $3.59 $1.80 
Expense and (income) adjustments before income tax items:
Amortization of certain intangible assets1
0.43 0.37 1.25 1.10 
Stock-based compensation
0.19 0.18 0.59 0.54 
Mergers and acquisitions, divestitures and business optimization2
— 0.04 (1.20)0.10 
Accelerated technology investment3
— 0.11 — 0.33 
Operating model optimization program4
— 0.06 — 0.14 
Net other5
— 0.01 0.01 (0.29)
Total adjustments before income tax items$0.63 $0.77 $0.65 $1.92 
Total adjustments for income taxes6
(0.19)(0.16)(0.58)(0.49)
Adjusted Diluted Earnings per Share$1.25 $1.10 $3.66 $3.23 
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Each component of earnings per share is calculated independently, therefore, rounding differences exist in the table above.

1.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Transaction and integration costs$0.4 $2.7 $8.0 $10.9 
Fair value and impairment adjustments
— 4.2 (241.2)9.3 
Total mergers and acquisitions, divestitures and business optimization$0.4 $6.9 $(233.2)$20.2 
For the nine months ended September 30, 2026, fair value and impairment adjustments includes the gain on our acquisition of Trans Union de Mexico.
2.Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:
Three Months Ended September 30,Nine Months Ended September 30,
20252025
Foundational Capabilities$4.4 $16.0 
Migration Management17.7 49.3 
Total accelerated technology investment$22.1 $65.4 
3.Operating model optimization consisted of the following adjustments:
Three Months Ended September 30,Nine Months Ended September 30,
20252025
Employee separation
$5.1 $5.1 
Business process optimization6.4 21.6 
Total operating model optimization$11.5 $26.7 
4.Net other consisted of the following adjustments:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Deferred loan fee expense from debt prepayments and refinancing$— $— $— $(0.1)
Currency remeasurement on foreign operations0.7 1.6 1.8 (0.6)
Legal and regulatory expenses, net— — — (56.0)
Other non-operating (income) and expense0.2 — 0.2 — 
Total other adjustments$0.9 $1.6 $2.0 $(56.7)
5.Total adjustments for income taxes represents the total of adjustments discussed to calculate the Adjusted Provision for Income Taxes.
Adjusted Net Income
For the three and nine months ended September 30, 2026, Adjusted Net Income increased due primarily to improved operating performance, partially offset by an increase in net interest expense.
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Adjusted Provision for Income Taxes and Adjusted Effective Tax Rate
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Income before income taxes
$209.0 $150.1 $838.6 $500.7 
Total adjustments before income tax items from Adjusted Net Income table above122.0 151.8 125.6 379.7 
Adjusted income before income taxes
$331.0 $301.9 $964.2 $880.4 
Reconciliation of Provision for income taxes to Adjusted Provision for Income Taxes:
Provision for income taxes$(48.5)$(50.0)$(131.0)$(135.4)
(Expense) and benefit adjustments for income taxes:
Tax effect of above adjustments
(27.2)(34.5)(80.1)(99.8)
Eliminate impact of excess tax expense (benefit) for stock-based compensation(1.0)(1.9)(1.2)(1.6)
Other1
(8.3)4.5 (31.5)4.7 
Total adjustments for income taxes$(36.6)$(31.9)$(112.9)$(96.7)
Adjusted Provision for Income Taxes$(85.1)$(81.8)$(243.8)$(232.1)
Effective tax rate23.2%33.3%15.6%27.0%
Adjusted Effective Tax Rate25.7%27.1%25.3%26.4%
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1.Other adjustments for income taxes include:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Deferred tax adjustments$— $1.8 $(18.0)$(5.6)
Valuation allowance adjustments1.2 0.2 (6.5)1.7 
Return to provision, audit adjustments and reserves related to prior periods(10.2)2.4 (8.5)7.3 
Other adjustments0.6 0.1 1.5 1.3 
Total other adjustments$(8.3)$4.5 $(31.5)$4.7 
Adjusted Provision for Income Taxes
Our adjusted tax rates were 25.7% and 27.1% for the three months ended September 30, 2026 and 2025, respectively, and 25.3% and 26.4% for the nine months ended September 30, 2026 and 2025, respectively. The adjusted tax rate was lower in 2026 compared to 2025 due primarily to favorable tax provisions applicable to certain foreign-source licensing and service income due to provisions of the OBBBA that went into effect January 1, 2026 and increased foreign tax credit utilization related to impacts from recent acquisitions and related restructuring activities.

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Leverage Ratio
Trailing Twelve Months Ended
 September 30, 2026
Reconciliation of Net income attributable to TransUnion to Adjusted EBITDA:
Net income attributable to TransUnion
$797.9 
Net interest expense225.6 
Provision for income taxes168.6 
Depreciation and amortization624.4 
EBITDA$1,816.5 
Expense and (income) adjustments to EBITDA:
Stock-based compensation
$152.3 
Mergers and acquisitions, divestitures and business optimization1
(223.3)
Accelerated technology investment2
19.1 
Operating model optimization program3
5.6 
Net other4
5.4 
Total adjustments to EBITDA$(41.0)
Consolidated Adjusted EBITDA
1,775.5 
Adjusted EBITDA for Pre-Acquisition Period5
33.7 
Leverage Ratio Adjusted EBITDA$1,809.1 
Total debt$5,456.6 
Less: Cash and cash equivalents883.1 
Net Debt$4,573.5 
Ratio of Net Debt to Net income attributable to TransUnion
5.7 
Leverage Ratio6
2.5 
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
Trailing Twelve Months Ended
 September 30, 2026
Transaction and integration costs$11.1 
Fair value and impairment adjustments(233.7)
Post-acquisition adjustments(0.7)
Total mergers and acquisitions, divestitures and business optimization$(223.3)
Fair value and impairment adjustments includes the gain on our acquisition of Trans Union de Mexico.
2.Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:
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Trailing Twelve Months Ended
 September 30, 2026
Foundational Capabilities$2.8 
Migration Management16.4 
Total accelerated technology investment$19.1 
3.Operating model optimization consisted of the following adjustments:
Trailing Twelve Months Ended
 September 30, 2026
Employee separation
$1.8 
Business process optimization3.9 
Total operating model optimization$5.6 
4.Net other consisted of the following adjustments:
Trailing Twelve Months Ended
 September 30, 2026
Other debt financing expenses$1.9 
Currency remeasurement on foreign operations2.8 
Other non-operating (income) and expense0.6 
Total other adjustments$5.4 
5.The trailing twelve months ended September 30, 2026 include Adjusted EBITDA related to Trans Union de Mexico and the mobile division of RealNetworks prior to our acquisitions in March and April 2026, respectively.
6.We define Leverage Ratio as net debt divided by Leverage Ratio Adjusted EBITDA as shown in the table above.

Application of Critical Accounting Estimates
We prepare our consolidated financial statements in conformity with GAAP. The notes accompanying our unaudited consolidated financial statements include disclosures about our significant accounting policies. These accounting policies require us to make certain judgments and estimates in reporting our operating results and our assets and liabilities. See Part II, Item 7, “Application of Critical Accounting Estimates” and Part II, Item 8, Note 1, “Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026, for additional information about our critical accounting estimates.
Liquidity and Capital Resources
Overview
Our principal sources of liquidity are cash flows provided by operating activities, cash and cash equivalents on hand, and our Senior Secured Revolving Credit Facility. Our principal uses of liquidity are working capital, capital expenditures, debt service and other capital allocation initiatives, business acquisitions, dividends, and other general corporate purposes. We believe our cash on hand, cash generated from operations and funds available under the Senior Secured Revolving Credit Facility will be sufficient to fund our planned capital expenditures, debt service and other capital structure obligations, business acquisitions, dividends, and operating needs for at least the next twelve months. Our ability to maintain adequate liquidity for our operations in the future is dependent upon a number of factors, including our revenue, macroeconomic conditions, our ability to contain costs, including capital expenditures, and to collect accounts receivable, and various other factors, many of which are beyond our control. We will continue to monitor our liquidity position and may elect to raise funds through debt or equity financing in the future to fund significant investments or acquisitions that are consistent with our growth strategy.
Cash and cash equivalents totaled $883.1 million and $853.6 million at September 30, 2026 and December 31, 2025, respectively, of which $560.2 million and $432.2 million was held outside the United States in each respective period. As of September 30, 2026, we had $520.0 million in outstanding borrowings under the Senior Secured Revolving Credit Facility and $1.3 million of outstanding letters of credit and could have borrowed up to the remaining $478.7 million available.
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On February 11, 2026, we executed Amendment No. 25 to the Senior Secured Credit Facility, pursuant to which we increased our borrowing capacity under the Senior Secured Revolving Credit Facility to $1.0 billion. All other key terms of the Senior Secured Revolving Credit Facility remained unchanged. We used proceeds from the Senior Secured Revolving Credit Facility to fund a portion of the cash purchase price of Trans Union de Mexico.
We also have the ability to request incremental loans on the same terms under the existing Senior Secured Credit Facility up to the greater of an additional $1,000.0 million and 100% of Consolidated EBITDA, as defined in the credit agreement. In addition, as long as the senior secured net leverage ratio does not exceed 4.25-to-1, we may incur additional incremental loans, subject to certain additional conditions and commitments by existing or new lenders to fund any additional borrowings.
Each year, we may be required to make additional principal payments on the Senior Secured Term Loan B based on excess cash flows of the prior year, as defined in the agreement. There were no excess cash flows for 2025 and therefore no additional payment is required in 2026. See Part I, Item 1, “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 10, “Debt” for additional information about our debt.
With certain exceptions, the Senior Secured Credit Facility obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its investments in subsidiaries. The Senior Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed 5.5-to-1 at any such measurement date.
In the first three quarters of 2026, we paid dividends of $0.125 per share totaling $74.4 million. Dividends declared accrue to outstanding restricted stock units and are paid to employees as dividend equivalents when the restricted stock units vest. While we currently expect to continue to pay quarterly dividends, any determination to pay dividends in the future will be at the discretion of our Board and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that our Board deems appropriate. We currently have capacity and intend to continue to pay a quarterly dividend, subject to approval by our Board.
On February 11, 2025, our Board authorized the Repurchase Plan. Repurchases may be made from time to time at management’s discretion, at prices management considers to be attractive, through open market purchases, privately negotiated transactions or otherwise, including pursuant to a Rule 10b5-1 plan, hybrid open market repurchases or an accelerated share repurchase transaction, subject to availability. Open market purchases are conducted in accordance with the limitations set forth in Rule 10b-18 of the Exchange Act and other applicable legal requirements. We have no obligation to repurchase additional shares, and the timing, actual number and value of the shares that are repurchased, if any, are at the discretion of management. Repurchases may be suspended, terminated or modified at any time for any reason. The Repurchase Plan does not have an expiration date. The Board increased authorization by $500.0 million on October 22, 2025, and by an additional $1.0 billion on October 26, 2026, resulting in an aggregate authorization of $2.0 billion under the Repurchase Plan.
Repurchased shares are retired, resulting in a reduction to common stock at par with the remainder to additional paid-in capital. Once repurchased, the shares are returned to the status of authorized but unissued shares of the Company and reduce the weighted average number of shares of common stock outstanding for purposes of calculating basic and diluted earnings per share.
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The table below sets forth information regarding repurchases of shares under the Repurchase Plan (in millions, except for number of shares, which are reflected in thousands, and per share data):
Three Months Ended 
 September 30,		Nine Months Ended 
 September 30,
2026202520262025
Total number of shares purchased1,604.81,259.63,276.11,711.3
Average price paid per share1
$80.26 $90.31 $74.66 $89.16 
Amount repurchased1
$128.8 $113.8 $244.6 $152.6 
(1) Amounts include commissions and excise taxes.
As of September 30, 2026, $456.8 million remains available for repurchases under the share repurchase authorizations approved in 2025.
Sources and Uses of Cash
Nine Months Ended September 30,
20262025Change
Cash provided by operating activities$888.6 $668.1 $220.5 
Cash used in investing activities(754.0)(307.1)(446.9)
Cash used in financing activities(86.1)(300.9)214.8 
Effect of exchange rate changes on cash and cash equivalents(19.0)10.3 (29.3)
Net change in cash and cash equivalents$29.5 $70.4 $(40.9)
Operating Activities
The increase in cash provided by operating activities was due primarily to improved operating performance and changes in working capital.
Investing Activities
The increase in cash used in investing activities was due primarily to our acquisitions of Trans Union de Mexico and the mobile division of RealNetworks, partially offset by proceeds from the sale of two Cost Method Investments and a prior year investment in a note receivable.
Financing Activities
The decrease in cash used in financing activities was due primarily to borrowings from our Senior Secured Revolving Credit Facility in connection with the purchase of Trans Union de Mexico, partially offset by higher share repurchase volume in 2026, the prepayment of our Senior Secured Term Loan B-5 debt and dividends paid to shareholders of Trans Union de Mexico.
Capital Expenditures
We make capital expenditures to grow our business by developing new and enhanced capabilities, to increase the effectiveness and efficiency of the organization and to reduce risks. We make capital expenditures for product development, disaster recovery, security enhancements, regulatory compliance and the replacement and upgrade of existing equipment at the end of its useful life.
Cash paid for capital expenditures decreased $28.0 million, from $229.3 million for the nine months ended September 30, 2025, to $201.3 million for the nine months ended September 30, 2026. Capital expenditures as a percentage of revenue represented 5.2% and 6.7% for the nine months ended September 30, 2026 and 2025, respectively.
Debt
Hedges
During the three months ended September 30, 2026, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps will commence on December 31, 2026 and expire on December 31, 2028, with a current aggregate notional amount of $300.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 4.2545% and
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4.7716% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges. We expect to execute additional interest rate swap agreements in the fourth quarter of 2026 to replace swaps expiring December 31, 2026.
In 2025, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The swaps commenced on June 30, 2025 and expire on December 31, 2027, with a current aggregate notional amount of $1,220.2 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 3.2893% and 3.6920% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
In 2024, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The swaps commenced on December 31, 2024, and expire on December 31, 2027, with a current aggregate notional amount of $1,069.9 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 3.0650% and 3.9925% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
In 2021, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,524.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 1.3800% and 1.3915% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
Effect of Certain Debt Covenants
A breach of any of the covenants under the agreements governing our debt could limit our ability to borrow funds under the Senior Secured Revolving Credit Facility and could result in a default under the Senior Secured Credit Facility. Upon the occurrence of an event of default under the Senior Secured Credit Facility, the lenders could elect to declare all amounts then outstanding to be immediately due and payable, and the lenders could terminate all commitments to extend further credit. If we were unable to repay the amounts declared due, the lenders could proceed against any collateral granted to them to secure that indebtedness.
With certain exceptions, the Senior Secured Credit Facility obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its investment in subsidiaries. The Senior Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed 5.5-to-1 at any such measurement date. Under the terms of the Senior Secured Credit Facility, TransUnion may make dividend payments up to the greater of $100 million or 10.0% of Consolidated EBITDA per year, or an unlimited amount provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75-to-1. As of September 30, 2026, we were in compliance with all debt covenants.
Our ability to meet our liquidity needs or to pay dividends on our common stock depends on our subsidiaries’ earnings, the terms of their indebtedness, and other contractual restrictions.
For additional information about our debt and hedge, see Part I, Item 1, “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 10, “Debt.”
Contractual Obligations
Refer to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 in Part II, Item 8, “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements,” Note 12, “Debt” and Note 19, “Commitments” for information about our long-term debt obligations, noncancelable lease obligations, and noncancelable purchase obligations as of December 31, 2025.
Recent Accounting Pronouncements
See Part I, Item 1, “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 1, “Significant Accounting Policies” for information about recent accounting pronouncements and the impact on our consolidated financial statements.
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Cautionary Notice Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, including the exhibits hereto, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of TransUnion’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements. Any statements made in this report that are not statements of historical fact, including statements about our beliefs, expectations and outlook, are forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plans and strategies. These statements often include words such as “anticipate,” “expect,” “guidance,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast,” “outlook,” “potential,” “continues,” “seeks,” “predicts,” or the negatives of these words and other similar expressions.
Factors that could cause actual results to differ materially from those described in the forward-looking statements, or that could materially affect our financial results or such forward-looking statements include:
•macroeconomic effects and changes in market conditions, including the impact of tariffs, inflation, risk of recession, trade policy and industry trends and adverse developments in the debt, consumer credit and financial services markets, including the impact on the carrying value of our assets in all of the markets where we operate;
•ongoing conflict in the Middle East;
•our ability to provide competitive services and prices;
•our ability to retain or renew existing agreements with large or long-term customers;
•our ability to maintain the security and integrity of our data;
•our ability to deliver services timely without interruption;
•uncertainty related to Fair Isaac Corporation’s (“FICO”) new Mortgage Direct License Program;
•our ability to maintain our access to data sources;
•government regulation and changes in the regulatory environment;
•uncertainty related to potential governmental actions or public statements regarding mortgage credit reporting requirements, the pricing of our services, the consumer reporting industry or our business, and the potential impact to our business and stock price as a result of such actions or public statements;
•litigation or regulatory proceedings;
•our approach to the use of artificial intelligence;
•our ability to effectively manage our costs;
•our ability to maintain effective internal control over financial reporting or disclosure controls and procedures;
•economic and political stability in the United States and risks associated with the international markets where we operate;
•our ability to effectively develop and maintain strategic alliances and joint ventures;
•our ability to timely develop new services and the market’s willingness to adopt our new services;
•our ability to manage and expand our operations and keep up with rapidly changing technologies;
•our ability to acquire businesses, successfully secure financing for our acquisitions, timely consummate our acquisitions, successfully integrate the operations of our acquisitions, control the costs of integrating our acquisitions and realize the intended benefits of such acquisitions;
•our ability to protect and enforce our intellectual property, trade secrets and other forms of unpatented intellectual property;
•our ability to defend our intellectual property from infringement claims by third parties;
•the ability of our outside service providers and key vendors to fulfill their obligations to us;
•further consolidation in our end-customer markets;
•the increased availability of free or inexpensive consumer information;
•losses against which we do not insure;
•our ability to make timely payments of principal and interest on our indebtedness;
•our ability to satisfy covenants in the agreements governing our indebtedness;
•our ability to maintain our liquidity;
•stock price volatility;
•share repurchase plans;
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•dividend rate;
•our reliance on key management personnel; and
•changes in tax laws or adverse outcomes resulting from examination of our tax returns.
There may be other factors, many of which are beyond our control, that may cause our actual results to differ materially from the forward-looking statements, including factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with the SEC, and in this report under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.
The forward-looking statements contained in this report speak only as of the date of this report. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements to reflect the impact of events or circumstances that may arise after the date of this report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no other material changes from the quantitative and qualitative disclosures about market risk included in our Annual Report on Form 10-K for the year ended December 31, 2025.
In the normal course of business, we are exposed to market risk, primarily from changes in variable interest rates and foreign currency exchange rates, which could impact our results of operations and financial position. We manage the exposure to this market risk through our regular operating and financing activities. We may use derivative financial instruments, such as foreign currency and interest rate hedges, but only as a risk management tool and not for speculative or trading purposes.
Interest Rate Risk
Our Senior Secured Credit Facility consists of Senior Secured Term Loans and a $1.0 billion Senior Secured Revolving Credit Facility. The variable interest rates on these borrowings are based, at our election, on SOFR or an alternate base rate, subject to floors, plus applicable margins. As of September 30, 2026, essentially all of our outstanding debt was variable-rate debt. Approximately 69.8% of our variable-rate debt is hedged with interest rate swaps. During the three months ended September 30, 2026, a 10% change in the average Term SOFR rates utilized in the calculation of our actual interest expense would have increased our annual interest expense by approximately $6.2 million.
Based on the amount of unhedged outstanding variable-rate debt, we have a material exposure to interest rate risk. In the future, our exposure to interest rate risk may change due to changes in the amount borrowed, changes in interest rates, or changes in the amount we have hedged. The amount of our outstanding debt, and the ratio of fixed-rate debt to variable-rate debt, can be expected to vary as a result of future business requirements, market conditions or other factors.
See Part I, Item 1, “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 10, “Debt” for additional information about interest rates on our debt.
Foreign Currency Exchange Rate Risk
A substantial majority of our revenue, expense and capital expenditure activities are transacted in U.S. dollars. However, we transact business in a number of foreign currencies, including British pounds sterling, the South African rand, the Canadian dollar, the Indian rupee, the Colombian peso and the Brazilian real. In addition, in November 2025 we entered into a foreign currency forward contract to economically hedge our exposure of a portion of the purchase price for our acquisition of a majority interest in Trans Union de Mexico, which was denominated in Mexican pesos and settled during the first quarter of 2026, upon completion of the acquisition. In reporting the results of our foreign operations, we benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar relative to the foreign currencies.
We are required to translate the assets and liabilities of our foreign subsidiaries that are measured in foreign currencies at the applicable period-end exchange rate in our Consolidated Balance Sheets. We are required to translate revenue and expenses at the average exchange rates prevailing during the year in our Consolidated Statements of Operations. The resulting translation adjustment is included in other comprehensive income as a component of stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income and (expense) as incurred.
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ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2026, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Controls over Financial Reporting
During the quarter covered by this report, there have been no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II. OTHER INFORMATION
None.
ITEM 1. LEGAL PROCEEDINGS
General
Refer to Part I, Item 3, “Legal Proceedings,” of our Annual Report on Form 10-K for the year ended December 31, 2025, and Part II, Item 1, “Legal Proceedings” of all subsequently filed Quarterly Reports on Form 10-Q, including this Quarterly Report, and Part I, Item 1, Note 15 “Contingencies,” of this Quarterly Report for a full description of our material pending legal and regulatory matters.
ITEM 1A. RISK FACTORS
In addition to the other information included in this report, you should carefully consider the factors discussed in Part I, Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025, and any subsequently filed Quarterly Reports on Form 10-Q, as well as the factors identified under “Cautionary Statement Regarding Forward-Looking Statements” at the end of Part I, Item 2 of this Quarterly Report on Form 10-Q, which could materially affect our business, financial condition or future results. The risks described in these reports are not the only risks facing TransUnion. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, and operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Recent Sales of Unregistered Securities
Not applicable.
(b) Use of Proceeds
Not applicable.
(c) Issuer Purchases of Equity Securities
Total Number of
Shares Purchased1
Average Price
Paid Per Share2
Total Number of
Shares
Purchased as
Part of Publicly
Announced Plans
or Programs
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs3
(in millions)
July 1 to July 31465,686 $72.12 444,243 $550.8 
August 1 to August 311,108,864 81.90 823,555 $483.8 
September 1 to September 30341,262 79.96 336,952 $456.8 
Total1,915,812 $79.18 1,604,750 
1.The total number of shares purchased includes 311,062 shares that were repurchased from employees for withholding taxes on restricted stock units vesting pursuant to the terms of the Company’s equity compensation plans and net settled and shares purchased as part of the Repurchase Plan.
2.Excludes excise taxes and broker’s commissions.
3.On February 11, 2025, our Board authorized the repurchase of up to $500.0 million of our common stock under the Repurchase Plan. The Board increased the authorization by $500.0 million on October 22, 2025, and by an additional $1.0 billion on October 26, 2026, resulting in an aggregate authorization of $2.0 billion under the Repurchase Plan. Repurchases may be made from time to time at management’s discretion at prices management considers to be attractive through open market purchases or through privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan, hybrid open market repurchases or an accelerated share repurchase transaction, subject to availability. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Exchange Act and other applicable legal requirements. We have no obligation to repurchase additional shares, and the timing, actual number and value of the shares that are repurchased, if any, will be at the discretion of management and will depend on a number of factors, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. Repurchases may be suspended, terminated or modified at
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any time for any reason and the Repurchase Plan does not have an expiration date. Any repurchased shares will be retired and returned to the status of authorized but unissued shares of the Company.
ITEM 5. OTHER INFORMATION

During the three months ended September 30, 2026, the following directors or officers, as defined by Rule 16a-1(f) of the Exchange Act, each adopted a Rule 10b5-1 trading agreement (“10b5-1 Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c).
Name
Title
Adoption Date
Expiration Date
Aggregate Number of Shares to be Sold1
Heather J. RussellExecutive Vice President, Chief Legal OfficerAugust 8, 2026February 8,
2027		16,000
1.The “Aggregate number of shares to be sold” represents the gross number of shares to be received during the duration of the respective 10b5-1 Plan, before excluding any shares withheld by the Company to satisfy its income tax withholding obligations in connection with the net settlement of the equity awards. Any underlying performance share unit awards are calculated at “target” performance.
ITEM 6. EXHIBITS
Third Amended and Restated Certificate of Incorporation of TransUnion (Incorporated by reference to Exhibit 3.1.2 to TransUnion’s Current Report on Form 8-K filed May 18, 2020).
Fifth Amended and Restated Bylaws of TransUnion amended as of February 21, 2024 (Incorporated by reference to Exhibit 3.1 to TransUnion’s Current Report on Form 8-K filed February 27, 2024).
Transition and Separation Agreement by and between TransUnion and Todd M. Cello, dated as of September 23, 2026 (Incorporated by reference to Exhibit 10.1 to TransUnion’s Current Report on Form 8-K filed on September 23, 2026).
TransUnion Second Amended and Restated 2015 Omnibus Incentive Plan Award Agreement, with respect to Restricted Stock Units (for awards granted on or after September 1, 2026).
TransUnion Second Amended and Restated 2015 Omnibus Incentive Plan Award Agreement, with respect to Performance Share Units (for awards granted on or after September 1, 2026).
TransUnion Deferred Compensation Plan for Directors, effective as of January 1, 2027.
TransUnion Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
TransUnion Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
TransUnion Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH**XBRL Taxonomy Extension Schema Document.
101.CAL**XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB**XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF**XBRL Taxonomy Extension Definition Linkbase Document.
104
The cover page from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in Inline XBRL (included with Exhibit 101 attachments).
** Filed or furnished herewith.
† Identifies management contracts and compensatory plans or arrangement.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
TransUnion
October 27, 2026By/s/ Todd M. Cello
Todd M. Cello
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
October 27, 2026By/s/ Jennifer A. Williams
Jennifer A. Williams
Senior Vice President, Chief Accounting Officer
(Principal Accounting Officer)
60
Exhibit 10.2
TRANSUNION
SECOND AMENDED AND RESTATED 2015 OMNIBUS INCENTIVE PLAN
GRANT NOTICE
RESTRICTED STOCK UNITS
TransUnion (the “Company”), pursuant to the TransUnion Second Amended and Restated 2015 Omnibus Incentive Plan (the “Plan”), hereby grants to the Participant identified below an award of Restricted Stock Units that are contingent upon the Participant’s continued employment (the “Restricted Stock Units”) in such numbers as set forth below. Any reference hereunder to an “Award” shall mean, collectively or individually, Restricted Stock Units. Awards are subject to all of the terms and conditions as set forth herein, in the Award Agreement (attached hereto), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
Participant:
[Participant Name]
Date of Grant:

Number of Restricted Stock Units:
[Grant Date]

[Number of Restricted Stock Units]
Dividend Equivalents:
The holder of an outstanding Award shall be entitled to be paid dividend equivalent payments (in respect of the payment by the Company of dividends on shares of Common Stock) either in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends. Such dividend equivalents shall be subject to the vesting of the applicable Award to which the dividend equivalent relates and shall be payable at the same time as such applicable Award is settled. If such Award is forfeited without vesting, the Participant shall have no right to such dividend equivalent payments.
Vesting Schedule:
[●]
1.    Vesting of Restricted Stock Units. Except as provided otherwise in Sections 2 and 3 below, Restricted Stock Units will become vested if and only if the Participant remains continuously employed by the Company Group during the vesting schedule specified above.
2.    Termination of Employment. If the Participant’s employment with the Company Group terminates for any reason while any Award remains outstanding and eligible to vest, the Participant shall forfeit all unvested Awards (and, as a result, shall forfeit all shares of Common Stock, or cash, and any related dividend equivalents that may otherwise have been delivered or paid pursuant to such Award); provided, however, that



        
(a)    if termination results from the Participant’s Disability or death, then the Restricted Stock Units granted hereunder will vest immediately in full on the date of such termination (and, as a result, the Participant shall be entitled to all shares of Common Stock, or cash, and any related dividend equivalents that may otherwise have been delivered or paid in connection with such Restricted Stock Units); and
(b)    if termination results from the Participant’s Retirement and the Participant timely executes a general release and waiver of claims in a form and manner determined by the Company in its sole discretion, then with respect to any Award that was granted in a calendar year prior to the calendar year of Retirement, with respect to each Tranche that is unvested as of the date of such Retirement a prorated portion of the Restricted Stock Units, based on the number of full and partial months worked during the vesting period beginning on the date of grant and ending on the vesting date applicable to such Tranche (the “Proration Factor”), will vest immediately (and, as a result, the Participant shall be entitled to all shares of Common Stock, or cash, and any related dividend equivalents that may otherwise have been delivered or paid in connection with such Restricted Stock Units). The number of prorated Restricted Stock Units that vest in connection with a Retirement shall be calculated by multiplying the number of Restricted Stock Units eligible to vest with respect to each such Tranche by the Proration Factor.
3.    Change in Control. If a Change in Control occurs, the following provisions shall apply with respect to the vesting of the Awards:
(a)    To the extent the successor entity in the Change in Control does not assume the Awards or substitute the Awards with an equivalent award on terms that are no less favorable to the Participant as compared to the Award, the Restricted Stock Units granted hereunder will vest immediately in full upon the effective date of the Change in Control (and, as a result, the Participant shall be entitled to all shares of Common Stock, or cash, and any related dividend equivalents that may otherwise have been delivered or paid in connection with such Restricted Stock Units); and
(b)    To the extent the successor entity in the Change in Control assumes the Awards or substitutes the Awards with an equivalent award on terms that are no less favorable to the Participant as compared to the Award, a “Qualifying Termination” (as such term is used in Section 12(c) of the Plan) shall mean a Triggering Event occurring prior to the second anniversary of the effective date of such Change in Control, and the Restricted Stock Units granted hereunder will vest immediately in full upon a Triggering Event (and, as a result, the Participant shall be entitled to all shares of Common Stock, or cash, and any related dividend equivalents that may otherwise have been delivered or paid in connection with such Restricted Stock Units).
4.    Definitions. For the purposes of this Grant Notice:
(a)    “Constructive Termination” means the occurrence of any one or more of the following events without the Participant's written consent: (i) with respect to any Participant holding the title of Director or above, any reduction in position, overall



        
responsibilities, level of authority, title or level of reporting; (ii) a reduction in the Participant’s base compensation and annual incentive compensation opportunity, measured in the aggregate, which is not the result of a uniformly applied adjustment across all similarly situated personnel within the Company; or (iii) a requirement that the Participant's location of employment be relocated by more than fifty (50) miles from the Participant’s then-current location, provided, that any such event shall constitute a Constructive Termination only if the Participant gives written notice to the Committee within ten (10) days of the later of its occurrence or Executive’s knowledge thereof, the circumstances giving rise to the Constructive Termination are not cured within thirty (30) business days of such notice, and the Participant resigns from employment within sixty (60) days following such failure to cure. In the event that the Participant is a party to an employment, severance, retention or other similar agreement with the Company (or a successor entity) that defines a termination on account of “Constructive Termination,” “Good Reason” or “Breach of Agreement” (or a term having similar meaning), such definition shall apply as the definition of “Constructive Termination” for purposes hereof in lieu of the foregoing.
(b)    “Retirement” means the Participant’s termination of employment with the Company Group (for any reason other than Disability, death or Cause) at a time when (i) the Participant has attained the age of 55, (ii) the sum of the Participant’s age plus completed years of service with the Company Group is at least 65, (iii) the Participant has completed at least five (5) years of service with the Company Group, and (iv) the Participant does not have an offer for and has not accepted employment with any other for profit business on financial terms and conditions substantially similar to those provided by the Company prior to the Vesting Date; provided, however, that unless the Committee agrees otherwise, no termination of employment shall be a Retirement unless the Participant has provided at least sixty (60) days’ advance written notice of the Participant’s intent to retire. Notwithstanding the foregoing, in the event that, following the Participant’s Retirement, the Participant is rehired by or otherwise becomes re-employed by the Company Group, no subsequent termination of the Participant’s employment shall constitute a Retirement for purposes of this Agreement or any other award agreement between the Participant and the Company.

(c)     “Triggering Event” means (i) the Participant’s employment with the Company Group is terminated by the Company Group for any reason other than on account of death, Disability or Cause or (ii) the occurrence of a Constructive Termination.

*    *    *



        
THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS GRANT NOTICE WITH RESPECT TO RESTRICTED STOCK UNITS, THE AWARD AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF AWARDS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS GRANT NOTICE, THE AWARD AGREEMENT AND THE PLAN.

To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant’s signature hereof.

Notwithstanding anything contained in the Grant Notice or the Award Agreement for this Award, in the event that the Participant does not affirmatively accept this Award (in a manner prescribed by the Company) prior to the first vesting date of the Award, this Award and the Restricted Stock Units subject to this Award will automatically and without further action be cancelled and terminated without consideration, and the Participant will have no further right or interest therein.

TRANSUNION


PARTICIPANT
    
By: [●]
Title: [●]




#Signature#

#AcceptanceDate#
    




        
TRANSUNION
SECOND AMENDED AND RESTATED 2015 OMNIBUS INCENTIVE PLAN
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS
Pursuant to the Grant Notice with respect to Restricted Stock Units or Performance Share Units (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Award Agreement (including any addenda or exhibits) (this “Award Agreement”) and the TransUnion Second Amended and Restated 2015 Omnibus Incentive Plan (the “Plan”), TransUnion (the “Company”) and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
The Award along with Participant’s continued employment, access to Confidential Information and customer relationships and other professional benefits, constitutes mutually agreed-upon consideration for the post-termination obligations set forth herein. The Participant further acknowledges that the Participant had the option of declining the Award and thereby declining to enter into this Award Agreement, including Sections 6 through 12, and freely chose to enter into this Award Agreement.
1.    Grant of Restricted Stock Units or Performance Share Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the number of Restricted Stock Units (“Restricted Stock Units”) or Performance Share Units (“Performance Share Units”) provided in the Grant Notice (with each Restricted Stock Unit and each Performance Share Unit representing an unfunded, unsecured right to receive one share of Common Stock upon vesting). Any reference hereunder to an “Award” shall mean, collectively or individually, Restricted Stock Units or Performance Share Units, as applicable. The Company may make one or more additional grants of Awards to the Participant under this Award Agreement by providing the Participant with a new Grant Notice, which may also include any terms and conditions differing from this Award Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional Awards hereunder and makes no implied promise to grant additional Awards.
2.    Vesting. Subject to the conditions contained herein and in the Plan, the Awards shall vest and the restrictions on such Awards shall lapse as provided in the Grant Notice.
3.    Settlement of Awards. The provisions of Section 9(d) of the Plan are incorporated herein by reference and made a part hereof.
4.    Treatment of Awards Upon Termination. Except as provided in the Grant Notice, the provisions of Section 9(c)(ii) of the Plan are incorporated herein by reference and made a part hereof.
5.    Definition of Confidential Information. “Confidential Information” shall mean any and all trade secrets (as defined by the Uniform Trade Secret laws, the Defend Trade Secrets Act, 18 U.S.C. § 1833, et seq., and/or applicable state law) and other confidential, proprietary and/or non-public information that the Company takes reasonable steps to protect or keep secret,



        
whether in hard-copy, electronic format, communicated orally or in any other format, that the Participant acquires or is exposed to by and through the Participant’s employment with the Company and that the Participant knows or has reason to know is or should be treated as confidential to the Company, its affiliates, or its customers, or that the Company specifically designates or treats as confidential through its policies, procedures, or practices.
Confidential Information specifically includes, but is not limited to (i) Company methods of operation, systems and processes; (ii) information regarding the nature and type of services rendered and products sold by the Company; (iii) contracts and contract forms; (iv) the Company’s vendor, supplier, business partner lists and information; (v) technology developed by or for Company and all information derived therefrom, proprietary computer-based consulting tools and programs, pricing tools and programs, and operational tools and programs, screenshots and reports resulting therefrom, hardware/software licenses and designs, maintenance tools, product know-how and show-how, and all derivatives, improvements and enhancements to any of the above; (vi) names of and information regarding the Company’s current and former customers and prospects; (vii) information regarding the Company’s relationships with its customers and prospects, and sales and business records and reports with respect to such customers and prospects; (viii) pricing policies, matrices and architecture such as strategic profitability requirements in offering competitively priced products and services, specific customer pricing, quotation policies, quotations and bids to customers and prospects; (ix) particular customer and prospect information (whether or not publicly available to the extent it was specifically obtained the Company’s business efforts) developed or compiled by the Company, including without limitation contact names and details, data regarding its customer’s and prospect’s preferences and needs, and specific strategies for soliciting and maintaining each such customer and prospect; (x) Company personnel data and related information except for information relating solely to the Participant; (xi) the Company’s strategic plans, forecasts, anticipated or non-public projects or partnerships as it relates to its products or services; (xii) information received by the Company from third parties in confidence or pursuant to a duty of confidentiality; and (xiii) the Company’s discoveries, inventions, marketing and business plans, goals and strategies, financial data, business volume, research and development efforts and projections for any of the foregoing. All Confidential Information is, and shall at all times remain, the sole property of the Company (or, in the case of Confidential Information belonging to the Company’s affiliates, customers, or other third parties, of such third party).
Notwithstanding the foregoing, Confidential Information does not include information that is in the public domain or generally known to the public in the particular form thereof (in either case, exclusive of compiled information that may be created only with great effort or expense), other than information that became public as a result of a breach of a duty of confidentiality; information known to the Participant prior to first receipt of or access to such information in the course of the Participant's employment with the Company; or information rightfully received by the Participant outside the course of the Participant's employment with the Company from a third party who does not owe the Company a duty of confidentiality with respect to such information.
6.    Non-Disclosure of Confidential Information. Participant agrees that the Participant will use Confidential Information exclusively on behalf of the Company and will not, except in



        
the normal and proper course of performing the Participant's duties on behalf of the Company or as otherwise set forth herein, directly or indirectly, in any capacity, at any time during or after termination of the Participant’s employment with the Company for whatever reason, whether said termination was voluntary or involuntary, disclose Confidential Information in any manner, or use Confidential Information for the Participant's benefit or on behalf of any Competitor or third party, except as protected herein below or in Section 21. The Participant further agrees that Participant will not copy or record or allow to be copied or recorded any Confidential Information for any purpose other than for use by or on behalf of the Company.
The Participant recognizes that the restrictions in this Section 6 shall survive the termination of the employment of the Participant with the Company for whatever reason, whether such termination was voluntary or involuntary, and the termination of this Award Agreement. The Participant's obligations under this Section 6 with respect to any specific Confidential Information shall cease when that specific portion of Confidential Information, in the same or an equally useable form to that maintained by the Company, becomes publicly known in its entirety and without combining portions of such information obtained separately, other than as a result of a breach of a duty of confidentiality, or otherwise loses its confidential status. It is understood that such Confidential Information of the Company includes matters that the Participant conceives or develops while employed at the Company, as well as matters the Participant learns from other employees of the Company.
If Participant is requested, becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigation demand, court order, or similar process) or is required by a regulatory body to make any disclosure that is prohibited or otherwise constrained by the non-disclosure requirements herein, Participant will provide the Company with prompt notice of such request so that the Company may seek an appropriate protective order or other appropriate remedy. Subject to the foregoing, the Participant may furnish only that portion of Confidential Information that the Participant is legally compelled to disclose, and take all reasonable and necessary measures to continue to protect the Company’s Confidential Information.
Further, Participant may disclose the terms and provisions of this Award Agreement as reasonably necessary to comply with the terms herein, to its legal and tax advisors, lenders, and banking institutions. Nothing in this Award Agreement prohibits Participant from engaging in any Protected Rights (as set forth in Section 21 below), without prior notice to or cooperation with the Company.
7.    Noncompetition. The Participant acknowledges and agrees with the Company that the Participant’s services to the Company are unique in nature and that the Company would be irreparably damaged if Participant were to provide or engage in Competitive Business Activity on behalf of any Competitor during the Restricted Period as defined below. Participant accordingly covenants and agrees that during the period commencing with the date of this Award Agreement and, (i) for Directors and Senior Directors in non-sales positions subject to this Award Agreement, ending on the date that is six (6) months following the termination of the Participant’s employment with the Company for any reason, or (ii) for Vice Presidents, Senior Vice Presidents, and Executive Vice Presidents subject to this Award Agreement, as well as sales



        
positions, ending on the date that is twelve (12) months following the termination of the Participant’s employment with Company for any reason (as applicable, the “Restricted Period”), the Participant shall not, during the Participant’s Restricted Period, either for himself or herself or for or through any other individual, corporation, partnership, joint venture or other entity, in any capacity: (i) engage or prepare to engage in any Competitive Business Activity, (ii) be employed by, consult for or otherwise provide services to any Competitor in a role that is the same or similar to any role the Participant held at any time during the last two years of the Participant’s employment with the Company, that is executive, managerial, operational or sales-oriented in nature, or in which the Participant could reasonably be expected to use or disclose Confidential Information, or (iii) own or have any direct or indirect interest in any Competitor, but excluding any passive investment made by the Participant in any public entity that is or includes a Competitor, provided such investment is not greater than 3% of market value of such public entity.
8.    Geographic Scope. The provisions of Section 7 shall apply to any city and county and state and province and territory and region and country and other jurisdiction that the Participant serviced or had responsibility for on behalf of the Company or for which the Participant had access to Confidential Information about through the Participant’s position and responsibilities at the Company during the two (2) years preceding the termination of the Participant’s employment (the “Restricted Territory”).
9.    Nonsolicitation of Restricted Customers. The Participant further covenants and agrees that during employment with the Company and for twelve (12) months following the termination of the Participant’s employment with the Company for any reason, the Participant shall not, either for himself or herself or for or through any other individual, corporation, partnership, joint venture or other entity, solicit, attempt to solicit, induce or attempt to induce, or call upon for purposes of offering Competitive Services to, any Restricted Customer of the Company or in any other way intentionally interfere with the relationship between any such Restricted Customer and the Company.
10.    Nonsolicitation of Restricted Employees, Agents or Business Partners. The Participant further covenants and agrees that during employment with the Company and for twelve (12) months following the termination of the Participant’s employment with the Company for any reason, the Participant shall not, either for himself or herself or for or through any other individual, corporation, partnership, joint venture or other entity, solicit or attempt to solicit for employment or hire any Restricted Employees, Agents or Business Partners of the Company, induce or attempt to induce any Restricted Employees, Agents or Business Partners of the Company to terminate his or her employment or association with the Company or in any way intentionally interfere with the relationship between any such Restricted Employee, Agent or Business Partner and the Company.
11.    Duty to Disclose Agreement and Report New Employer. The Participant acknowledges that the Company has a legitimate business purpose in the protection of its trade secrets and other Confidential Information, competitive position, methods of operation, processes, products, procedures, customers, prospects and vendors. The Participant also recognizes and agrees that the Company has the right to such information as is reasonably



        
necessary to inform the Company whether the terms of this Award Agreement are being complied with. Accordingly, Participant agrees that during Participant’s applicable Restricted Period as set forth in Section 7 (“Noncompetition”) following the Participant’s termination of employment for any reason, he/she will promptly and forthrightly provide any potential new employer or others with whom they may work or engage in any other business endeavor with a copy of this Award Agreement and notify them of his/her obligations contained herein prior to accepting such employment, work or other business endeavor. At least five (5) days prior to beginning such employment, work or other business endeavor, the Participant also agrees to provide the Company with the identity of his/her new employer(s) and a description of the services being provided by the Participant in sufficient detail to allow the Company to reasonably determine whether such activities fall within the scope of activities prohibited by the provisions of this Award Agreement.
12.    Nondisparagement. The Participant shall not, directly or indirectly, disparage the Company and/or communicate, either in writing or orally, any statement that bears negatively on the Company’s reputation, services, products, principals, customers, policies, shareholders, officers, directors, officials, executives, employees, agents, representatives, business or other legitimate interests of the Company. Nothing in this Section prevents the Participant from truthfully responding to a court order, subpoena or other legal process or engaging in any Protected Rights.
13.    Acknowledgments. The Participant acknowledges that the restrictions contained in this Award Agreement do not preclude the Participant from earning a livelihood, nor do they unreasonably impose limitations on the Participant’s ability to earn a living. The Participant agrees and acknowledges that the potential harm to the Company resulting from the non-enforcement of Sections 6 through 12 outweighs any potential harm to the Participant of the enforcement of such provisions by injunction or otherwise. The Participant acknowledges that the Participant has carefully read this Award Agreement and has given careful consideration to the restraints imposed upon the Participant by this Award Agreement and is in full agreement regarding their necessity for the reasonable and proper protection of the business goodwill and competitive positions of the Company now existing or to be developed in the future and that each and every restraint imposed by this Award Agreement is reasonable with respect to subject matter, time period and geographical area. Notwithstanding the foregoing or anything else to the contrary contained herein, in the event that the Participant is a party to an employment, retention, severance or other similar agreement with the Company (or a successor entity) that contains provisions that conflict with Sections 6 through 12, or the applicable definitions, the corresponding provisions of such employment, retention, severance or other similar agreement shall apply and control. Finally, Participant acknowledges that depending on the jurisdiction in which the Participant resides or works, Sections 6 through 12 and 29 (or other Section specified in the Addenda attached hereto) may be modified based on the jurisdiction-specific Addenda attached hereto.
14.    Certain Definitions. For purposes of this Award Agreement, the following definitions will apply:



        
(a)    “Company” as used in this Award Agreement with reference to employment shall include the Company and its subsidiaries and affiliates.
(b)    “Competitor” means any businesses or persons engaged in or preparing to engage in any Competitive Business Activity.
(c)    “Competitive Business Activity” means directly or indirectly developing, designing, manufacturing, distributing, providing, selling, marketing or offering any Competitive Services.
(d)    “Competitive Service” means any product or service that competes with, or is meant to compete with, any product or service developed, distributed, designed, marketed, offered or provided by the Company that is the same or substantially similar to the products and services developed, distributed, designed, marketed, offered or provided by the Company (or which the Company has taken material steps to develop, distribute, design, market, offer, or provide) that the Participant worked with, had responsibility for, or about which the Participant received or developed Confidential Information, during the twenty-four (24) month period preceding the date of termination of the Participant’s employment with the Company.
(e)    “employment” as used in Sections 6 through 12 means employment, engagement as a consultant or contractor, or any other service relationship, and the Participant acknowledges that the Participant’s transfer of employment from one affiliate to another of the Company or reclassification as a contractor or employee shall be deemed continuous employment for purposes of the restrictive covenants set forth in Sections 6 through 12.
(f)    “Participant,” when used under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Awards may be transferred in accordance with the Plan, shall be deemed to include such person or persons.
(g)    “Restricted Customer” means each and every customer with whom the Company has a present, anticipated or ongoing business relationship or with whom Company conducted business within the twelve (12) months immediately preceding the termination of the Participant’s employment and with whom the Participant, in the twenty-four (24) months preceding his or her termination with the Company, either had (i) material contact with as part of the Participant’s employment with Company; (ii) responsibility for soliciting or servicing its business on behalf of the Company or (iii) access to proprietary pricing, marketing, sales, or other Confidential Information with respect to such customer.
(h)    “Restricted Employee, Agent or Business Partner” means each and every individual who is, or was in the twelve (12) months prior to the termination of the Participant’s employment, an employee, consultant, agent, other service provider, or business partner of the Company and (i) with whom the Participant had supervisory or managerial responsibility over or material contact with in the course of the Participant



        
conducting business on behalf of the Company; or (ii) about whom the Participant had access to Confidential Information.
15.    Independent Legal Advice and Review Period. The Participant acknowledges that the Participant has received a copy and read this Award Agreement, that the Participant has at least 14 days to review it and is hereby advised to consult an attorney regarding its terms and conditions (at his/her expense), although the Participant may choose to execute before the expiration of 14 days. The Participant agrees that the Participant is executing this Award Agreement voluntarily and in good faith and agrees that the restrictions on competition set forth in this Award Agreement are reasonable and necessary for the protection of the Company’s business.
16.    Non-Transferability. The Awards are not transferable by the Participant except to Permitted Transferees in accordance with Section 14(b) of the Plan. Except as otherwise provided herein, no assignment or transfer of the Awards, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Awards shall terminate and become of no further effect.
17.    Rights as Stockholder; Additional Agreements. The Participant or a permitted transferee of the Awards shall have no rights as a stockholder with respect to any share of Common Stock underlying an Award unless and until the Participant shall have become the holder of record or the beneficial owner of such Common Stock and, subject to Section 12 of the Plan, no adjustment shall be made for dividends or distributions or other rights in respect of such share of Common Stock for which the record date is prior to the date upon which the Participant shall become the holder of record or the beneficial owner thereof. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, the Awards, or settlement of the Awards, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
18.    Tax Withholding. The provisions of Section 14(d) of the Plan are incorporated herein by reference and made a part hereof; provided, that the Committee may allow a withholding of shares in excess of the minimum required statutory liability if the Committee determines that such excess withholding would not result in adverse accounting consequences.
19.    Clawback/Repayment. All Awards granted under the Plan (or any successor plan), any shares of Common Stock or cash issued pursuant to an Award (including from dividend equivalent units), and any amount received with respect to any sale of any shares of Common Stock issued pursuant to an Award shall be and remain subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (1) any clawback, forfeiture or other similar policy adopted by the Board or the Committee and as in effect from time to time, and (2) applicable law, including, but not limited to, the applicable rules and regulations of the Securities and Exchange Commission and the NYSE or any other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted. In addition, if the Participant receives any amount in excess of the amount that the Participant should have otherwise received under the terms of the Awards for any reason (including, without limitation,



        
by reason of a financial restatement, mistake in calculations or other administrative error), the Committee may provide that the Participant shall be required to repay any such excess amount to the Company.
20.    Detrimental Activity. Notwithstanding anything to the contrary contained in the Plan, the Grant Notice or this Award Agreement, if the Participant has engaged or engages in any Detrimental Activity (as defined in the Plan) or otherwise has violated Sections 6 through 10 of this Award Agreement, the Committee may, in its sole discretion, (1) cancel any or all of the Awards, and (2) require the Participant to forfeit any amount or gain realized due to the vesting of such Awards, and to repay any such amount or gain promptly to the Company.
21.    Protected Rights. The Participant understands that nothing contained in this Award Agreement prevents or restricts the Participant from: (i) discussing or disclosing information about unlawful acts in the workplace, such as harassment, discrimination, retaliation, sexual assault, wage and hour violations or any other conduct that the Participant has reason to believe is unlawful; (ii) consulting with the Participant’s legal counsel; (iii) exercising any rights the Participant may have under Section 7 of the National Labor Relations Act or similar applicable law, such as the right to engage in concerted activity, including collective action or discussion concerning wages or working conditions; (iv) reporting possible violations of law or regulation to, file a charge or complaint with, or providing non-privileged information to the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any Inspector General, or any other federal, state or local governmental agency, commission, or regulator, any agency’s inspector general or attorney general, or law enforcement (collectively, “Government Agencies”). The Participant further understands that this Award Agreement does not limit the Participant’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. Pursuant to 18 U.S.C. § 1833(b), and as set forth fully therein, notice is hereby given that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. The activities set forth in this Section 21 are referred to herein as “Protected Rights”.
22.    Notice. Every notice or other communication relating to this Award Agreement between the Company and the Participant shall be in writing, and shall be mailed, transmitted or delivered to the party for whom it is intended at such physical or electronic (e-mail) address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed, transmitted or delivered to



        
the Company at its principal executive office, to the attention of the Company Secretary, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed or transmitted to the Participant at the Participant’s last known address or e-mail address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time.
23.    No Right to Continued Service. This Award Agreement does not confer upon the Participant any right to continue as an employee or service provider to the Company.
24.    Binding Effect. This Award Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto, each of the Company and its subsidiaries, and each of their respective Affiliates, shall have the right to enforce the provisions and obligations of this Award Agreement.
25.    Waiver and Amendments. Except as otherwise set forth in Section 13 of the Plan, any waiver, alteration, amendment or modification of any of the terms of this Award Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration, amendment or modification may be consented to on the Company’s behalf by the Committee. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.
26.    Severability. Participant understands and agrees that the provisions of this Award Agreement are severable so that if any part or portion of any of the Award Agreement, or the Sections contained herein, shall be held to be void, unenforceable or contrary to public policy, the remaining portion of the Award Agreement or Section shall remain in full force and effect.
27.    Enforceability and Remedies. The Participant acknowledges that in the event of breach or threatened breach of any of the provisions of Sections 6-10, monetary damages shall not constitute a sufficient remedy, and that the Company will be irreparably harmed without adequate remedy at law. Consequently, in the event of any such threatened or actual breach, the Company, in addition to other rights and remedies existing in its favor, may seek and obtain specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof, without the need to post bond or other security. Further, in the event that any term or provision of this Award Agreement is determined by a court or other adjudicative body to be unenforceable because of the duration or scope of such term or provision, then the duration or scope of such term or provision, as applicable, shall be reduced by the minimum extent necessary to be enforceable and such term or provision shall then be enforced, in its reduced form, according to the terms thereof. In the event that any term or provision of this Award Agreement is determined by a court or other adjudicative body to be unenforceable for any other reason, the illegality or invalidity of that term or provision shall not affect the enforceability of the remaining parts of this Award Agreement and the Award Agreement shall be construed and enforced as if the illegal or invalid term or provision had not been included.



        
28.    Legal Fees. In the event that the Company initiates litigation to enforce any provision of this Award Agreement, including but not limited to Sections 6-10, and is the prevailing party in such litigation or efforts to enforce, the Company shall be entitled to recover from the Participant reasonable legal fees and costs, including reasonable attorneys’ fees, incurred by the Company in connection with such litigation or efforts to enforce, in addition to any and all other rights and remedies.
29.    Governing Law. This Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Award Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Award Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware.
30.    Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Award Agreement, the Plan shall govern and control.
31.    Section 409A. It is intended that the Awards granted hereunder shall be exempt from Section 409A of the Code pursuant to the “short-term deferral” rule applicable to such section, as set forth in the regulations or other guidance published by the Internal Revenue Service thereunder. The certification by the Compensation Committee and payment with respect to the Awards will occur between January 1 and March 15 of the calendar year following the end of the Performance Period. The Company does not guarantee any particular tax effect with respect to the Awards.
32.    Successors and Assigns. The terms and provisions of the Plan shall inure to the benefit of the Company, its subsidiaries, affiliates, successors and assignees, or nominees and the Participant, Participant’s heirs, executors, and legal personal representative. Company may assign its rights under the Award Agreement to its subsidiaries, affiliates, successors and assignees, or nominees who will then have the right to enforce this Award Agreement. Participant’s obligations under the Plan shall survive any assignment, regardless of the manner of or reasons for such assignment, and more specifically, changes in the Participant’s terms and conditions of employment will not invalidate the covenants contained in Sections 6 through 10 herein.
*    *    *



        
JURISDICTION-SPECIFIC ADDENDA

The attached jurisdiction-specific addenda comprise additional country- and state-specific notices, disclaimers, and/or terms and conditions that apply to individuals who work or reside in the countries or states listed below and that may be material to the Participant’s participation in the Plan. Such notices, disclaimers, and/or terms and conditions may also apply, from the Grant Date, if the Participant moves to or otherwise is or becomes subject to the applicable laws or Company policies of the jurisdiction listed. Furthermore, the Participant acknowledges that the applicable laws of the country and/or state in which the Participant is residing or working at the time of grant, vesting and settlement of the Award or the sale of Common Stock received pursuant to the Award (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may subject the Participant to procedural or regulatory requirements. The Participant agrees that the Participant will be solely responsible for compliance with such requirements and will hold the Company and its Affiliates harmless for any non-compliance with such requirements. The Participant hereby agrees not to bring any claims against the Company or any of its Affiliates for any penalties or other adverse consequences to the Participant as a result of non-compliance with these laws and rules. In addition, because foreign exchange regulations and other local laws are subject to frequent change, the Participant is advised to seek advice from his or her own personal legal and tax advisor prior to accepting or settling an Award or holding or selling Common Stock acquired under the Plan. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s acceptance of the Award or participation in the Plan. Unless otherwise noted below, capitalized terms shall have the same meaning assigned to them under the Plan or the Award Agreement. These jurisdiction-specific addenda form part of the Award Agreement and should be read in conjunction with the Award Agreement and the Plan.

Securities Law Notice: Unless otherwise noted, neither the Company nor its Common Stock is registered with any local stock exchange or under the control of any local securities regulator outside the United States. The Award Agreement (of which these jurisdiction-specific addenda are a part), the Plan, and any other communications or materials that the Participant may receive regarding participation in the Plan do not constitute advertising or an offering of securities outside the United States, and the issuance of securities described in any Plan-related documents is not intended for public offering or circulation in the Participant’s jurisdiction.




        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN AUSTRALIA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Australia, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Securities Law Notice. Offers to Participants in Australia under the Plan (the “Offer”) are made under Division 1A of Part 7.12 of the Corporations Act 2001 (Cth). A copy of the Plan is available upon request and free of charge, within a reasonable period following your request, from hronline@transunion.com.

General Advice Only. Any advice given to the Participant in connection with the Offer is general advice only. It does not take into account the objectives, financial situation and needs of any particular person. No financial product advice is provided in the documentation relating to the Plan and nothing in the documentation should be taken to constitute a recommendation or statement of opinion that is intended to influence the Participant in making a decision to participate in the Plan. This means that the Participant should consider obtaining his or her own financial product advice from an independent person who is licensed by the ASIC to give such advice.

Australian Dollar Equivalents. The Award is issued for no consideration, meaning that the Participant will not have to pay anything to receive the Award or the underlying Common Stock. However, the Australia dollar equivalent of the current market price of the underlying shares subject to the Award may be determined by reference to the daily exchange rate published by the Reserve Bank of Australia on the relevant date. Note that the exchange rate may fluctuate, and the Australian dollar equivalent of the market price will depend on the then-current U.S. dollar/Australian dollar exchange rate.

Issue of Award. The Award will be issued for no consideration.

Settlement. Notwithstanding any discretion in the Plan or the Award Agreement to the contrary, settlement of the Award shall be in Common Stock and not, in whole or in part, in the form of cash.




        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN BRAZIL

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Brazil, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Notice of Private Offering. It is intended that the grant of Restricted Stock Units or Performance Share Units by the Company to the Participant under the Award Agreement shall not constitute a “public offering” in Brazil, as defined in CVM Ruling No. 160 of the Brazilian Securities Exchange Commission (CVM), dated July 13, 2022 and, therefore, prior registration with the relevant securities authorities in Brazil is not required.

Labor Law Policy and Acknowledgement. By accepting this award of Restricted Stock Units or Performance Share Units, the Participant acknowledges and agrees that (i) the benefits provided under the Grant Notice, Award Agreement and the Plan are the result of commercial transactions unrelated to the Participant’s employment and, also, are established voluntarily by TransUnion, with discretionary nature; (ii) the Grant Notice, Award Agreement and the Plan are not a part of the terms and conditions of the Participant’s employment and, therefore, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments, and in no event should they be considered as compensation for, or relating in any way to, past services for TransUnion or any Subsidiary or Affiliate of TransUnion.; (iii) the income from the vesting of the Restricted Stock Units and Performance Share Units, if any, is not part of the Participant’s remuneration from employment; (iv) the Participant’s involvement in the Grant Notice, Award Agreement and the Plan shall not create a right to further employment with the Participant’s employer and shall not interfere with the ability of the TransUnion to terminate the Participant’s employment relationship at any time, for any or no reason to the extent permitted under applicable law; and (v) The Participant is voluntarily taking part in the Grant Notice, Award Agreement and the Plan.

Compliance with Applicable Law. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant agrees to comply with applicable Brazilian tax laws and to pay any and all applicable taxes, social insurance, payroll taxes, fringe benefits taxes, payment on account or others tax-related items associated with the vesting of the Restricted Stock Units or Performance Share Units, the receipt of dividends and/or the sale of shares of Common Stock acquired upon vesting and settlement of the Restricted Stock Units or Performance Share Units.




        
Finally, the Participant shall pay to TransUnion any amount of tax-related items that TransUnion may be required to withhold or account for as a result of the Participant’s involvement in the Plan that cannot be satisfied by the means previously described. TransUnion may refuse to issue or deliver the Restricted Stock Units or Performance Share Units if the Participant fails to comply with their obligations in connection with the tax-related items.

TransUnion and its Subsidiaries are not providing any tax, legal, or financial advice, nor are TransUnion and its Subsidiaries making any recommendations regarding the Participant’s involvement in the Plan or the Participant’s acquisition or sale of the underlying Restricted Stock Units or Performance Share Units. The Participant is hereby advised to consult with their own personal tax, legal, and financial advisors regarding their involvement in the Plan before taking any action related to the Plan.

Language Consent for Employees. The parties acknowledge that this Award Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. The Participant agrees and confirms that the Participant is fluent in the English language, and fully understands the terms of the Plan and this Award Agreement written in English.

Data Protection. The Participant acknowledges that, considering the effectiveness of the Law No. 13,709/2018 (Brazil General Data Protection Law), TransUnion may, at its sole discretion and based on the grounds of its legitimate interest, gather, collect, process, store, transfer and share the Participant’s personal information in order to comply with legal, regulatory and other obligations set forth in this Award Agreement. The Participant also acknowledges that TransUnion may transfer the Participant’s information or personal data internationally, using appropriate transfer mechanisms as permitted by the law.

Electronic Delivery. TransUnion may deliver any documents related to current or future participation in the Plan by electronic means. The Participant consents to receive those documents by electronic delivery and to participate in the Plan through any online or electronic system established and maintained by TransUnion or a third party designated by TransUnion



        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN CANADA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Canada, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Terms and Conditions

1.    Restricted Stock Units and Performance Share Units Settled in Cash or Shares Acquired in the Open Market Only. Notwithstanding anything to the contrary in the Plan, the Grant Notice or the Award Agreement, I understand that any Restricted Stock Units or Performance Share Units granted to me shall be paid in cash or by delivery of previously issued shares of the Company acquired in the open market.
2.    Settlement Date. Notwithstanding anything to the contrary in the Plan, the Grant Notice or the Award Agreement, any Restricted Stock Units or Performance Share Units will be settled no later than December 31 of the calendar year in which the vesting occurs.
3.    Termination. Notwithstanding any terms or conditions of the Plan or the Award Agreement to the contrary, in the event of the termination of the Participant’s employment with the Company Group, the right of the Participant to receive any unvested Award (and all shares of Common Stock, or cash, and any related dividend equivalents that may otherwise have been delivered or paid pursuant to such Award) will terminate effective as of the later of: (i) the date that the Participant actually ceases to perform services for the Company Group, as recorded by the Company Group; and (ii) the last day of the period during which the Participant is entitled to notice of termination only if and as required under applicable minimum employment standards legislation (the “Termination Date”). For greater certainty, the Termination Date shall be determined without reference to any statutory severance or any contractual or common law notice of termination of which the Participant is in receipt or may be eligible to receive at common law, pursuant to a contract, or otherwise; and no grants or damages in lieu thereof are payable with respect to any applicable statutory severance period or contractual or common law notice period. Notwithstanding the foregoing, in no event will a Participant receive less under the Award Agreement than that required by applicable minimum employment standards legislation. The Company Group reserves the right to terminate the employment of the Participant, regardless of the effect of such termination of employment on entitlements under the Award Agreement. The Participant hereby waives, and irrevocably releases each member of the Company Group from, any



        
claim or entitlement to compensation or damages that may arise from any forfeiture of Awards as a result of the cessation of vesting on the Termination Date.
4.    Voluntary Participation. The Participant hereby acknowledges that they have voluntarily agreed to participate in the Plan and to accept the Award evidenced by the Award Agreement.
The following provision will apply to residents of Quebec only:

5.    Language Consent. The parties acknowledge that it is their express wish that this Award Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente convention.

The following provision will apply to residents of Ontario only:
6.    Amendment to Noncompetition Covenant. Notwithstanding anything to the contrary in the Plan, the Grant Notice or the Award Agreement, with respect to any Participant who is a resident of the Province of Ontario and not a C-suite executive of the Company Group, Section 7 of the Award Agreement (Noncompetition) is hereby amended to provide that such Participant may, at any time after the termination of the Participant’s employment, participate in any Competitive Business Activity on behalf of a Competitor but, if such Competitive Business Activity on behalf of a Competitor occurs during the post-employment portion of the Restricted Period, such Competitive Business Activity shall be deemed Detrimental Activity under the Plan and be subject to the financial consequences set out in Section 14(x) of the Plan.

Notifications

Additional Restrictions on Resale. In addition to the restrictions on resale and transfer noted in the Plan and the Award Agreement, securities granted or purchased under the Plan may be subject to certain restrictions on resale imposed by Canadian provincial securities laws. You are encouraged to seek legal advice prior to any resale of such securities. In general, Participants resident in Canada may resell their securities in transactions carried out on exchanges outside of Canada.



        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN CHILE

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Chile, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Terms and Conditions

1.    Securities Notice: Neither TransUnion, Transunion Soluciones de Informacion Chile S.A., nor the Second Amended and Restated 2015 Omnibus Incentive Plan have been registered in the Registro de Valores (Securities Registry) or in the Registro de Valores Extranjeros (Foreign Securities Registry) of the Comisión para el Mercado Financiero de Chile (Chilean Commission for the Financial Market or “CMF”) and therefore, are not subject to the oversight of the CMF. The securities offered under the aforementioned incentive plan will be offered in Chile solely pursuant to Norma de Carácter General 336 (General Regulation No. 336) of the CMF, which constitutes an exception to the registration requirements applicable to the offering of securities. Since the shares are not registered, the issuer has no obligation under Chilean law to deliver public information in Chile in their respect. The shares will not be subject to a public offering in Chile unless they are registered in the Registro de Valores Extranjeros (Foreign Securities Registry) of the CMF. The commencement date of the offer is reflected in this agreement and other communications you have received.

2.    Employment Notice: The Participant understands that their participation under the Plan constitutes an employment benefit under their employment relationship with the Chilean TransUnion subsidiary: Transunion Soluciones de Informacion Chile S.A. and does therefore not imply the existence of any employment or similar relationship with TransUnion or its related entities abroad. For purposes of formally becoming a participant under the Plan, the Participant will additionally be required to sign an addendum to the employment contract with their local employment entity and will be also bound by the terms and conditions outlined in said addendum.

3.    Termination Definitions: For purposes of regulations regarding grounds for termination, the following definitions must be observed:

a)    Disability: A termination based on mutual agreement of the parties (Article 159 No.1 of the Chilean Labor Code), due to the Participant’s disability. For purposes of agreeing to this termination, a disability certificate issued by the competent authority must be exhibited.



        
b)    Death: Termination of the Participant’s employment based on the ground of death of the employee, regulated under Article 159 No.3 of the Chilean Labor Code.
c)    Cause: Any termination based on: (i) the grounds set forth under Article 160 of the Chilean Labor Code; or (ii) resignation of the Participant, as provided under Article 159 No.2 of the Chilean Labor Code.

4.    Constructive Termination: The “Constructive Termination” definitions and regulations are not applicable.

5.    Language: The Participant expressly acknowledges they are fluent in English and therefore duly understands the terms and conditions of the Plan and its documentation. Indeed, the Participant represents that they have experienced no damage or inconvenience based on the language in which the Plan documents are issued.

6.    Compliance with Applicable Tax Law: By accepting the award of Restricted Stock Units or Performance Share Units, the Participant agrees to comply with applicable Chilean tax laws and to pay any and all applicable taxes, social security contributions, payroll taxes, fringe benefits taxes, payment on account or others tax-related items associated with the vesting of the Restricted Stock Units or Performance Share Units, the receipt of dividends and/or the sale of shares of Common Stock acquired upon vesting and settlement of the Restricted Stock Units or Performance Share Units.

The Participant shall pay to TransUnion any amount of tax-related items that TransUnion may be required to withhold or account for as a result of the Participant’s involvement in the Plan that cannot be satisfied by the means previously described. TransUnion may refuse to issue or deliver the Restricted Stock Units or Performance Share Units if the Participant fails to comply with their obligations in connection with the tax-related items.

TransUnion and its Subsidiaries are not providing any tax, legal, or financial advice, nor are TransUnion and its Subsidiaries making any recommendations regarding the Participant’s involvement in the Plan or the Participant’s acquisition or sale of the underlying Restricted Stock Units or Performance Share Units. The Participant is hereby advised to consult with their own personal tax, legal, and financial advisors regarding their involvement in the Plan before taking any action related to the Plan.

7.    Foreign Exchange Reporting: The Participant understands that, due to their participation in the Plan, they might be required to report about the ownership of shares abroad or the existence of inward remittances to the Central Bank of Chile. The Participant should consult their personal advisor to ensure compliance with applicable reporting obligations.

8.    Governing Law: Section 29 of the Award Agreement is amended to substitute “Delaware” for “Chile” with respect to governing law, jurisdiction and venue.

9.    Section 31, “Section 409A”: This section is deleted because it has no legal relevance under Chilean employment law.



        



AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN COLOMBIA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Colombia, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Labor Law Policy and Acknowledgement. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges that pursuant to Article 128 of the Colombia Labor Code (modified by Article 15 of Law 50, 1990), equity awards granted pursuant to the Plan, the Grant Notice and the Award Agreement and any other related benefits derived from the Plan do not constitute a component of “salary” for any purposes; therefore, they will not be considered in the calculation of the amount of fringe benefits (if any), vacations, indemnification, any other labor payments and/or social security obligations and payroll tax contributions.

Exchange Control Information. Investments in assets located outside of Colombia (including Common Stock received following the vesting of Restricted Stock Units and Performance Share Units) are subject to registration by the Participant before the Central Bank of Colombia (Banco de la República). Further, upon the sale of any Common Stock that a Participant has registered with the Central Bank, the Participant must cancel the registration within six (6) months of the sale of such Common Stock. The Participant may be subject to fines for failure to cancel such registration with the Central Bank.

Tax Information. Upon the settlement of Restricted Stock Units and Performance Share Units, the Participant will recognize taxable income equivalent to the Fair Market Value of the shares at the time Restricted Stock Units and Performance Share Units are delivered or vested.

Taxable income recognized by the Participant will be subject to Withholding Tax by the Participant’s employer in the month in which the Restricted Stock Units and Performance Share Units are vested or delivered. Additionally, the taxable income will have to be included in the participant’s income tax return. Currently income tax rates for individuals are between 0% and 39%.

Assets held abroad by Colombian tax residents, including shares in foreign companies, are required to be reported to the Colombian Tax Authority (“DIAN” as per its acronym in Spanish). On a yearly basis, Form No. 160 (Statement of Foreign Assets) shall be filed indicating



        
information on assets held abroad as of January 1st of each year, such as the value of the assets and the jurisdiction in which they are located.

The value of the shares of Restricted Stock Units and Performance Share Units is also considered as a tax basis to calculate (i) any equity tax accrued in the future, and (ii) any taxable gain derived from the future sale of the shares of Restricted Stock Units and Performance Share Units.




        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS
ADDENDUM FOR PARTICIPANTS RESIDING IN COSTA RICA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Costa Rica, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 6, Nondisclosure of Confidential Information: Subject to the terms and conditions of this section, the employee shall acknowledges the confidential nature of the terms and conditions and should agrees that it shall not (i) disclose any of such Confidential Information to any person or entity, except to such Party’s affiliates, employees, advisors and other representatives who need to know the Confidential Information to assist such Party, or act on its behalf, to exercise its rights or perform its obligations under any Agreement or addendum, or (ii) use the Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this any agreement or addendum.
Section 7, Noncompetition: If non-competition is agreed after employment, a specific amount must be paid, which is normally not less than 50% of the salary for the term, and a geographic area will be delimited.

Section 9 and 10, Non solicitation. There is no regulation for non-solicitation and the only way to make it applicable would be if a material damage against the company is proven, but this would be done before a civil and not a labor Court.

Section 18, Tax withholding. When the employee decides to sell the stocks (if possible), we must consider the territoriality principle applied by the Costa Rican tax system. If the transaction is made within the United States Stock Exchange market, with shares of a foreign company, the earnings arising from such sale, would not be considered territorial income. It is important to consider whether the same "Fidelity" administrator will be the one that employees in Costa Rica would be using, since there could be taxes involved when being administered from the USA. If the shares sold are from the local company, in other words, a Costa Rican company, then the earnings would be subject to a 15% capital gain. If the employee is granted an amount of stocks or share units, they are subject to income tax payment. The amount paid would be defined by the value of the stocks.

Section 29, Governing Law. This Addendum shall be governed by and construed in accordance with the substantive laws of the Republic of Costa Rica, without regard to conflict of laws principles.

Section 31, Section 409A. This section was deleted because it has no legal relevance under Costa Rican labor law.




        
Additionally, the following must be considered:
1.    Payroll deductions for stock purchasing: To implement any payroll deductions, TransUnion in Costa Rica must obtain written consent directly from the employees, and it should clearly outline the percentage of the automatic payroll deduction and be signed by the employee as an expression of his/her voluntary acceptance.

Unlike in some other jurisdictions, applying a pre-tax to stock options in Costa Rica is not feasible due to legal requirements regarding mandatory deductions to the payroll. These deductions include Costa Rican Social Security contributions, income tax, pensions, and salary garnishments (where applicable), and after deducting these mandatory obligations, the remaining amount available to the employee must not be the minimum wage by law, since if after these deductions it turns out that the employee has a remainder equal to the minimum wage, no more deductions could be applied and therefore he/she could not participate in the purchase of stocks.

The minimum wage amount will depend on each job position, since in Costa Rica the minimum salary is determined according to each profession.

2.    Social Security and Tax implications of purchasing stocks: Neither the stocks purchased by the employees nor the profit after the sale in the United States Stock Exchange are considered as salary benefit for Costa Rican Social Security matters, therefore, Social Security contributions are not applicable.

As for tax matters, when an employee purchase company stocks with a discount, this discount must be considered as a gratuity, and therefore, it is subject to tax withholding, with no deduction whatsoever. If no discount is granted to the employee, then there are no tax implications at the time of the purchase.




        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN FRANCE

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who is resident in France for French tax purposes and/or subject to the French social security regime, having entered into this Award Agreement as of the date of grant specified above (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

WARNING: The contents of this document have not been reviewed by any regulatory authority in France. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

Consent to Receive Information in English. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant confirms having read and understood the Plan and the Award Agreement, which were provided in the English language. The Participant accepts the terms of those documents accordingly. En acceptant cette attribution de « Restricted Stock Units » ou de « Performance Share Units », le Participant confirme avoir lu et compris le Plan et ce Contrat d’Attribution, incluant tous leurs termes et conditions, qui lui ont été transmis en langue anglaise. Le Participant accepte les dispositions de ces documents en connaissance de cause.

Employment Law Policy and Acknowledgement. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges that (i) equity awards granted pursuant to the Plan, the Grant Notice and the Award Agreement and any other related benefits awards under the Plan are discretionary, (ii) the Plan, the Grant Notice and the Award Agreement are not a part of the terms and conditions of the Participant’s employment, and (iii) the income from the vesting of the Restricted Stock Units and Performance Share Units, if any, is not part of the Participant’s remuneration from employment and is not to be considered in valuing employment benefits or severance payable in the event of the termination of the Participant’s employment.

Award Not Tax-Qualified. The Award of Restricted Stock Units or Performance Share Units is not intended to qualify for the specific tax and social security treatment applicable to shares granted for no consideration under Sections L. 225-197-1 to L. 225-197-5 and Sections L. 22-10-59 et seq. of the French Commercial Code, as amended.

Foreign Ownership Reporting. The Participant is required to report all foreign accounts to the French tax authorities when filing his or her annual tax return. The Participant should consult his or her personal advisor to ensure compliance with applicable reporting obligations.




        
Data Protection. By entering into this Award Agreement, the Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award Agreement and any other award grant materials by and among, as applicable, the Company and any Affiliate for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.
By entering into this Award Agreement, the Participant acknowledges that his or her personal data will be processed and disclosed as follows: by the Company, or any Affiliate employing the Participant as they are required to collect, process and utilise the personal information or other relevant information pertaining to the Participant for purposes directly relevant to the Award granted to the Participant, and to disclose or transfer such information to other Affiliates and, if necessary, a third party (including any broker, registrar or administrator) for the purpose of administering the Plan; by the Company or any Affiliate employing the Participant and any such third party so that they may utilise such information for the purpose of administering the Plan, provided that such information shall be kept confidential and shall not be used by any of them for any purposes not related to the administration of the Plan; by the Company or any Affiliate employing the Participant and any such third party (any of which may be located in the EU or outside of the EU) so that they may transfer the personal information or other relevant information pertaining to the Participant in the EU or outside of the EU for the purpose of administering the Plan (in which case the transfer shall be governed by “model contract clauses” or equivalent measures required under EU data protection laws); and by and to any future purchaser of the Company or any Affiliate employing the Participant, or any future purchaser of his or her respective undertakings or any parts thereof, for the purpose of administering the Plan and/or confirming the Participant’s entitlement to an Award and/or any Common Stock where such entitlement is relevant to the Award.

The Participant is expressly informed that the purposes described in this Award Agreement are necessary for the performance of the Plan or are otherwise necessary for the legitimate interests of the Company or any Affiliate employing the Participant in connection with the administration of the Plan. Should the Participant exercise data subject rights in relation to his or her personal data, such as the right of objection or erasure which entails that the required data can no longer be processed for the purposes of this Award Agreement, the Participant acknowledges that it may no longer be possible to administer the Plan in respect of the Participant. In that case the Awards may lapse and shall not be capable of vesting and the Participant shall be deemed to have waived (without any right to compensation) any right to Common Stock which is being held on his or her behalf.
The Participant shall be provided with the information regarding the following by the Company, the Board or any Affiliate employing the Participant to the extent that they are acting as controllers of the Participant’s personal data (save where the Participant already has the information): the purpose of the collection and use of the personal information or other relevant information pertaining to the Participant; the information to be collected and used; the period and method of retention and use of the personal information or other relevant information pertaining to the Participant; details of any third parties to whom his or her information is disclosed or transferred including the purpose of such disclosure or transfer and, where applicable, the



        
safeguards applied to any transfers of data outside of the EU; the rights of the Participant in respect of access to, rectification and deletion of his or her information and any related disadvantages; where applicable, the contact details of the Data Protection Officer of the relevant controller; and the right to complain to the relevant data protection supervisory authority.




        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN GERMANY

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Germany, having entered into this Award Agreement as of the date of grant specified above (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

WARNING: The contents of this document have not been reviewed by any regulatory authority in Germany. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

Employment Law Policy and Acknowledgement. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges that (i) equity awards granted pursuant to the Plan, the Grant Notice and the Award Agreement and any other related benefits awards under the Plan are discretionary, (ii) the Plan, the Grant Notice and the Award Agreement are not a part of the terms and conditions of the Participant’s employment; and (iii) the income from the vesting of the Restricted Stock Units and Performance Share Units, if any, is not part of the Participant’s remuneration from employment and is not to be considered in valuing employment benefits or severance payable in the event of the termination of the Participant’s employment.

Foreign Ownership Reporting. If the acquisition of Common Stock under the Plan leads to a so-called qualified participation at any point during the calendar year, the Participant will need to report the acquisition when the Participant files his/her tax return for the relevant year. A qualified participation is attained if (i) the value of the Common Stock acquired exceeds EUR 150,000 or (ii) in the unlikely event the Participant holds Common Stock exceeding 10% of TransUnion’s total Common Stock. However, if Common Stock is listed on a stock exchange recognized in the European Union or the European Economic Area or on any other foreign stock exchange recognized by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the Participant owns less than 1% of the total Common Stock, the EUR 150,000 threshold will not apply. A list of the foreign stock exchanges recognized by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) can be found on the Federal Financial Supervisory Authority’s website: www.bafin.de.

Exchange Control Information. Cross-border payments in excess of EUR 12,500 must be reported monthly to the German Federal Bank. The German Federal Bank no longer will accept reports in paper form and all reports must be filed electronically. The electronic “General Statistics Reporting Portal” (Allgemeines Meldeportal Statistik) can be accessed on the German Federal Bank’s website: www.bundesbank.de.




        
Data Protection. By entering into this Award Agreement, the Participant hereby acknowledges the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award Agreement and any other award grant materials by and among, as applicable, the Company and any Affiliate for the exclusive purpose of implementing, administering and managing the participant’s participation in the plan.
By entering into this Award Agreement, the Participant acknowledges that his or her personal data will be processed and disclosed as follows: by the Company, or any Affiliate employing the Participant as they are required to collect, process and utilise the personal information or other relevant information pertaining to the Participant for purposes directly relevant to the Award granted to the Participant, and to disclose or transfer such information to other Affiliates and, if necessary, a third party (including any broker, registrar or administrator) for the purpose of administering the Plan; by the Company or any Affiliate employing the Participant and any such third party so that they may utilise such information for the purpose of administering the Plan, provided that such information shall be kept confidential and shall not be used by any of them for any purposes not related to the administration of the Plan; by the Company or any Affiliate employing the Participant and any such third party (any of which may be located in the EU or outside of the EU) so that they may transfer the personal information or other relevant information pertaining to the Participant in the EU or outside of the EU for the purpose of administering the Plan (in which case the transfer shall be governed by “model contract clauses” or equivalent measures required under EU data protection laws); and by and to any future purchaser of the Company or any Affiliate employing the Participant, or any future purchaser of their respective undertakings or any parts thereof, for the purpose of administering the Plan and/or confirming the Participant’s entitlement to an Award and/or any Common Stock where such entitlement is relevant to Award.

The Participant is expressly informed that the purposes described in this Award Agreement are necessary for the performance of the Plan by the Company or any Affiliate employing the Participant in connection with the administration of the Plan. Should the Participant exercise data subject rights in relation to his or her personal data, such as the right of objection or erasure which entail that the required data can no longer be processed for the purposes of this Award Agreement, the Participant acknowledges that it may no longer be possible to administer the Plan in respect of the Participant. In that case the Awards may lapse and shall not be capable of vesting and the Participant shall be deemed to have waived (without any right to compensation) any right to Common Stock which are being held on his behalf.
The Participant shall be provided with the information regarding the following by the Company, the Board or any Affiliate employing the Participant to the extent that they are acting as controllers of the Participant’s personal data (save where the Participant already has the information): the purpose of the collection and use of the personal information or other relevant information pertaining to the Participant; the information to be collected and used; the period and method of retention and use of the personal information or other relevant information pertaining to the Participant; details of any third parties to whom their information is disclosed or transferred including the purpose of such disclosure or transfer and, where applicable, the safeguards applied to any transfers of data outside of the EU; the rights of the Participant in



        
respect of access to, rectification and deletion of their information and any related disadvantages; where applicable, the contact details of the Data Protection Officer of the relevant controller; and the right to complain to the relevant data protection supervisory authority.
Additional Tax Provisions. Each Participant who is either (i) resident for tax purposes in Germany or (ii) otherwise subject to German income tax and/or social security contributions in respect of the grant of or any earnings received from the Common Stock shall be obliged to notify his or her employing company (the “Employer”) of the grant, vesting, or settlement of the Awards and the Common Stock. The Employer shall, as foreseen under statutory law, have the authority and the right to deduct or withhold, or require the Participant to remit to the Employer, an amount sufficient to satisfy any Tax Liability required by law to be withheld including, without limitation, the authority to deduct such amounts from other compensation payable to the Participant by the Employer. If a Participant is resident for tax purposes in Germany, but not subject to German wage withholding tax (i.e. because the Participant receives income from self-employment), the Participant is – in deviation of Section 14(d) of the Plan and Section 18 of this Award Agreement – obliged to declare income from his or her self-employed activity in connection with the Company and/or its Affiliates in his or her individual income tax return at the time of the settlement of the Awards. The Participant shall indemnify and keep indemnified the Employer, the Company and any of its Affiliates from and against any liability for or obligation to pay any Tax Liability required by law to be withheld and/or paid with respect to any taxable event arising in connection with the Awards. “Tax Liability” shall mean any liability for VAT, income tax, withholding tax and any other employment related taxes in any jurisdiction, including but not limited to wage tax, solidarity surcharge, church tax or social insurance contributions in connection with the Awards. Additionally, the Participant agrees to comply with applicable German tax laws and to pay any and all applicable taxes associated with the receipt of dividends and/or the sale of shares of Common Stock acquired upon vesting and settlement of the Awards. The Participant understands that they may suffer adverse tax consequences as a result of the grant, vesting, or settlement of the Awards and the holding and/or the sale of Common Stock. The Participant represents that they have had the opportunity to consult with any tax consultants they deem advisable in connection with the Awards and that they are not relying on Company for any tax advice. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.






        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN GUATEMALA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Guatemala, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.
Concepts:

Retirement: Take into consideration that in Guatemala the retirement age is 60 years, however this is voluntary on the part of the worker.
Noncompetition. The Participant acknowledges and agrees with the Company that the Participant’s services to the Company are unique in nature and that the Company would be irreparably damaged if Participant were to provide or engage in Competitive Business Activity on behalf of any Competitor during the labor relationship.

Section 6, Nondisclosure of Confidential Information. The Participant's obligations not to disclose or use the Company's Confidential Information, including proprietary business information, is legally enforceable for an indefinite period.
Section 7, Noncompetition. Section 7 shall only apply if the Participant uses or discloses Company’s Confidential Information.

Section 9 and 10, Nonsolicitation. Sections 9 and 10 shall only apply if the Participant uses or discloses the Company’s Confidential Information.

Labor Law Policy and Acknowledgement. The Participant acknowledges that the Award is being granted by the Company on behalf of his or her employer a subsidiary within the Company Group. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges and agrees that this Award does not form part of the Participant’s employment or service agreement with the Company or any of its subsidiaries and does not amend or supplement any such agreement. The Participant hereby acknowledges and agrees that his or her participation in the Plan does not create a labor relationship with any other company within the Company Group different from his or her current employer. Participation in the Plan does not entitle the Participant to future benefits or payments of a similar nature or value and does not entitle the Participant to any compensation if the Participant loses his or her rights under the Plan because of termination of employment. Benefits or payments that the Participant may receive or be eligible for under the Plan will not be taken into consideration in determining the amount of any future benefits, payments or other entitlements that may be due to the Participant (including in cases of termination of employment). The



        
Participant hereby acknowledges that equity awards granted pursuant to the Plan, the Grant Notice and the Award Agreement and any other related benefits derived from the Plan do not constitute a component of “salary” for any purposes; therefore, they will not be considered in the calculation of the amount of labor benefits (if any), vacations, severance, annual bonus, Christmas bonus or any other labor payments and/or social security obligations.
Consent to receive, know and understand information in English. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant confirms having read and understood the Plan and the Award Agreement, which were provided in the English language. The Participant accepts the terms of those documents accordingly. / Consentimiento de recibir, conocer y entender la información en inglés. Al aceptar la adjudicación de Unidades de Acciones Restringidas o Unidades de Acciones de Rendimiento, el Participante confirma haber leído y comprendido el Plan y el Acuerdo de Adjudicación, que se facilitaron en lengua inglesa. En consecuencia, el Participante acepta los términos de dichos documentos.
Tax Information. Upon the settlement of Restricted Stock Units and Performance Share Units, the Participant will recognize taxable income equivalent to the Fair Market Value of the shares at the time the respective shares of Common Stock are delivered. The recognized income will be subject to withholding Income Tax by the Participant’s employer.




        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN HONDURAS


I.    TransUnion Employee Incentive Plans (RSU, PSU and OIP): Regarding the incentive plans that the Company has for their employees and Directors, in Honduras, when an employee or Director meets the requirements to earn an incentive plan, then it becomes enforceable, and the employee has a right to claim them. This situation also applies when the employee or Director leaves the Company since it would be considered as an acquired right. If the employee can prove that he/she is eligible for the incentive and has met the criteria described in the Grant Notice, then they must receive it.
Noncompetition: In our country, noncompetition clauses are non-enforceable, there is a constitutional right to work, therefore, no one can be denied a job for a non-competition clause, even if it means with a competitor of the Company. While the employee is working with the Company, they could establish an exclusivity clause on the contract so he can not work anywhere else but after the contract is terminated, he can work anywhere.
II.    Payroll deductions for stock purchasing: TransUnion in Honduras must obtain written consent directly from an employee to deduct any amount from their salary. This also applies to claw back rules. The deduction must be made in a minimum of five payments according to local law.
III.    Tax implications of purchasing stocks: If the employee is granted an amount of stocks or share units in Honduras, they are subject to income tax payment. This is because, first, the grant comes from his condition of employee of the Company, therefore, due to his labor, and secondly, because this grant modifies his patrimony. The amount paid would be defined by the value of the stocks.
If the stocks are not from Honduras, there are no tax implications since we abide by the principle of territoriality.

IV.    Tax implications when selling stocks: If the employee decides to sell the stocks (if possible), they must pay a tax of 10% of the value because of the capital gain tax.




        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN HONG KONG

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Hong Kong, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

The Restricted Stock Units and Performance Share Units and the shares of Common Stock underlying such Restricted Stock Units and Performance Share Units do not constitute a public offering of securities under Hong Kong law and are available only to the Participants of the Plan. The Participant should be aware that the contents of the Award Agreement, including this Addendum, the Grant Notice, the Plan and other incidental communication materials, have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities within the meanings under the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures Ordinance or other applicable securities legislation in Hong Kong. The Restricted Stock Units and Performance Share Units are intended only for the personal use of each eligible employee of the Company or any Subsidiary and may not be distributed to any other person. The Company specifically intends that none of the Restricted Stock Units, the Performance Share Units and the Plan will be considered or deemed an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.






        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN INDIA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in India, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Labor Law Policy and Acknowledgement. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges that equity awards granted pursuant to the Plan, the Grant Notice and the Award Agreement and any other related benefits awards under the Plan are discretionary and are not to be considered in valuing employment benefits or severance payable in the event of the Participant’s termination of employment.

Data Privacy. By accepting the award of Restricted Stock Units or Performance Share Units:

(1)    The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in the Award Agreement by and among, as applicable, the Company and any of its Subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.
(2)    The Participant understands that the Company and any Subsidiary will only hold the following personal data, namely, the Participant’s name, home address and telephone number, date of birth, identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock Units and Performance Share Units or any other entitlement to shares awarded, canceled, vested, unvested or outstanding in the Participant’s favor (“Data”), for the purpose of implementing, administering and managing the Plan.
(3)    The Participant understands that Data may be transferred to a third-party stock plan service provider, as may be selected by the Company from time to time, which may assist in the implementation, administration and management of the Plan. The Participant understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipient country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the Company, the third-party stock plan service provider and other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data,



        
in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the shares of Common Stock received upon vesting of the Restricted Stock Units and Performance Share Units may be deposited. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting his or her local human resources representative. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if he or she later seeks to revoke consent, the Participant’s employment status or service with the Participant’s employer will not be adversely affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant Restricted Stock Units or Performance Share Units or other equity awards to the Participant or administer or maintain such awards.
Responsibility for Taxes and Tax Withholding Obligations. This provision supplements Section 18 of the Award Agreement and Section 14(d) of the Plan: Without limiting the Company’s and its Affiliates’ authority to satisfy their withholding obligations for taxes as set forth in Section 18 of the Award Agreement and Section 14(d) of the Plan, in accepting the Award of Restricted Stock Units or Performance Share Units, the Participant authorizes the Company and/or its applicable Affiliate to withhold shares of Common Stock otherwise deliverable to the Participant upon allotment/ issuance to satisfy any required tax withholding, regardless of whether the Company or its Affiliate has an obligation to withhold such amounts.



        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN IRELAND

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Ireland, having entered into this Award Agreement as of the date of grant specified above (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

WARNING: The contents of this document have not been reviewed by any regulatory authority in Ireland. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

Income Tax, Pay Related Social Insurance and Universal Social Charge: Where the Participant is tax resident in Ireland on the vesting date and/or is a director of any Irish member of the Company Group, the Participant hereby agrees to indemnify the Company and any Affiliate in respect of any Irish income tax, employee Pay Related Social Insurance (PRSI) (but, for the avoidance of doubt, not employer PRSI), Universal Social Charge and any other relevant statutory deductions, withholdings or payments that the Company and/or any Affiliate is required to make or pay on as a matter of Irish law in relation to any Award under the Plan and agrees (without limitation) that Section 14(d) of the Plan shall apply in respect of the collection of such taxes and the satisfaction of the obligations of the Company or any Affiliate in respect of the same.

Employment Law Policy and Acknowledgement. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges that (i) equity awards granted pursuant to the Plan, the Grant Notice and the Award Agreement and any other related benefits awards under the Plan are discretionary, (ii) the Plan, the Grant Notice and the Award Agreement are not a part of the terms and conditions of the Participant’s employment; (iii) the income from the vesting of the Restricted Stock Units and Performance Share Units, if any, is not part of the Participant’s remuneration from employment, is not to be considered in valuing employment benefits or severance payable in the event of the Participant’s termination of employment and is not pensionable; and (iv) the rights or opportunity granted to the Participant on the grant of the Restricted Stock Units or Performance Share Units shall not give the Participant any rights or additional rights in respect of any pension scheme operated by the Company or any Affiliate. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges, agrees and consents to any deductions that may be made having regard for the provisions of the Plan, the Grant Notice and the Award Agreement for the purposes of the Payment of Wages Act 1991 (as amended).

Enforceable Restrictions. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges and agrees that it is intended that the restrictions



        
contained in Sections 6 through 10 of the Award Agreement are fully enforceable. Having regard to this intention, if a Court of competent jurisdiction determines that these restrictions are not enforceable (in whole or in part), the Participant acknowledges and agrees that each outstanding and unvested Award of Restricted Stock Units and Performance Share Units granted to such Participant shall immediately terminate and be forfeited without any consideration.

Data Protection.
By entering into this Award Agreement, the Participant acknowledges that his or her personal data will be processed and disclosed as follows: by the Company, or any Affiliate employing the Participant as they are required to collect, process and utilise the personal information or other relevant information pertaining to the Participant for purposes directly relevant to the Award granted to the Participant, and to disclose or transfer such information to other Affiliates and, if necessary, a third party (including any broker, registrar or administrator) for the purpose of administering the Plan; by the Company or any Affiliate employing the Participant and any such third party so that they may utilise such information for the purpose of administering the Plan, provided that such information shall be kept confidential and shall not be used by any of them for any purposes not related to the administration of the Plan; by the Company or any Affiliate employing the Participant and any such third party (any of which may be located in the EU or outside of the EU) so that they may transfer the personal information or other relevant information pertaining to the Participant in the EU or outside of the EU for the purpose of administering the Plan (in which case the transfer shall be governed by “model contract clauses” or equivalent measures required under EU data protection laws); and by and to any future purchaser of the Company or any Affiliate employing the Participant, or any future purchaser of their respective undertakings or any parts thereof, for the purpose of administering the Plan and/or confirming the Participant’s entitlement to an Award and/or any Common Stock where such entitlement is relevant to Award.

By entering into this Award Agreement, the Participant acknowledges that the purposes described in this Award Agreement are necessary for the performance of the Plan or are otherwise necessary for the legitimate interests of the Company or any Affiliate employing the Participant in connection with the administration of the Plan. Should the Participant exercise any data subject rights in relation to his or her personal data, such as the right of objection or erasure, the Participant acknowledges that it may no longer be possible to administer the Plan in respect of the Participant. In that case the Awards may lapse and shall not be capable of vesting and the Participant shall be deemed to have waived (without any right to compensation) any right to Common Stock which are being held on his behalf.
The Participant shall be provided with the information regarding the following by the Company, the Board or any Affiliate employing the Participant to the extent that they are acting as controllers of the Participant’s personal data (save where the Participant already has the information): the purpose of the collection and use of the personal information or other relevant information pertaining to the Participant; the information to be collected and used; the period and method of retention and use of the personal information or other relevant information pertaining to the Participant; details of any third parties to whom their information is disclosed or



        
transferred including the purpose of such disclosure or transfer and, where applicable, the safeguards applied to any transfers of data outside of the EU; the rights of the Participant in respect of access to, rectification and deletion of their information and any related disadvantages; where applicable, the contact details of the Data Protection Officer of the relevant controller; and the right to complain to the relevant data protection supervisory authority.





        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN KENYA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Kenya, having entered into this Award Agreement as of the date of grant specified above (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Notice of No Guarantee of Continued Employment. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges and agrees that the benefits under the Plan are separate and distinct from the Participant’s contract of employment and do not form part of the terms and conditions of the Participant’s employment, and that nothing in the Plan will prevent the Participant’s employer from terminating his or her employment in accordance with the terms of the Participant’s employment arrangement.




        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN MEXICO

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Mexico, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

The provisions of Sections 6-10 of the Award Agreement shall also apply to the above-named employee mutatis mutandis to his or her relationship with their current employer within the Company Group, to the maximum extent permitted by applicable Law.

Labor Matters and Acknowledgement. The Participant acknowledges that the Award is being granted by the Company on behalf of his or her employer a subsidiary within the Company Group. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges and agrees that this Award does not form part of the Participant’s employment or service agreement with the Company or any of its subsidiaries and does not amend or supplement any such agreement. The Participant hereby acknowledges and agrees that his or her participation in the Plan does not create a labor relationship with any other company within the Company Group different from his or her current employer. Participation in the Plan does not entitle the Participant to future benefits or payments of a similar nature or value and does not entitle the Participant to any compensation in the event that the Participant loses his or her rights under the Plan as a result of termination of employment. Benefits or payments that the Participant may receive or be eligible for under the Plan will not be taken into consideration in determining the amount of any future benefits, payments or other entitlements that may be due to the Participant (including in cases of termination of employment).

The Participant hereby acknowledges and certifies that (i) the Participant is fully aware of and understands the terms and conditions of the Plan, the Grant Notice and the Award Agreement, (ii) the Participant completely and voluntarily agrees to such terms and conditions, (iii) the Participant has been furnished with all relevant information and materials on the Company’s operations and financial condition, (iv) the Participant has read and understood such information and materials, (v) such information and materials are sufficient and have enabled the Participant to make an informed decision to invest in the shares offered, (vi) neither an Award nor the participation of the Participant in the Plan grant any right for claims against the employer subsidiary of the Company, and (vii) the Award is not part of the Participant’s contractual salary payable by the employer subsidiary of the Company.

Data Privacy Notice. By accepting the award of Restricted Stock Units or Performance Share Units:




        
(1)    The Participant hereby explicitly and unambiguously consents to the collection, use, treatment, and transfer, in electronic or other form, of his or her personal data as described in the Award Agreement, including his or her financial information, by and among, as applicable, the Company and any of its subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.
(2)    The Participant hereby explicitly and unambiguously agrees that the collection, use, treatment, and transfer, in electronic or other form, of his or her Data during the Participant’s participation in the Plan, is required for the exercise of rights and fulfilment of obligations under the Plan.
(3)    The Participant understands that the Company and any subsidiary may collect, hold and treat the following personal information about the Participant: name, home address and telephone number, date of birth, identification number (e.g., resident registration number), salary, tax-related information (e.g., taxpayer status, taxpayer registry number), nationality, job title, information related to the Participant’s banking and/or brokerage accounts, any shares of stock or directorships held in the Company, details of all Restricted Stock Units and Performance Share Units or any other entitlement to shares awarded, canceled, vested, unvested or outstanding in the Participant’s favor (“Data”), for the purpose of implementing, administering and managing the Plan.
(4)    The Participant understands that Data may be transferred to a third-party stock plan service provider, as may be selected by the Company from time to time, which may assist in the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipient country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the Company, the third-party stock plan service provider and other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain, treat and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the shares of Common Stock received upon vesting of the Restricted Stock Units and Performance Share Units may be deposited. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary updates, amendments or corrections to Data, refuse or withdraw the consents herein, request the cancellation or deletion of Data, or oppose the treatment of Data, in any case without cost, by contacting the person responsible for the treatment of Data identified below. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if he or



        
she later seeks to revoke consent, the Participant’s employment status or service with the Participant’s employer will not be adversely affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant Restricted Stock Units or Performance Share Units or other equity awards to the Participant or administer or maintain such awards.
(5)    The Participant hereby explicitly and unambiguously understands and agrees that his or her rights to request the cancellation or deletion of Data, or oppose the treatment of Data may be limited by the provisions of applicable privacy laws, including, but not limited to, articles 25 and 26 of Mexico’s Federal Law for the Protection of Personal Data (Ley Federal de Protección de Datos Personales en Posesión de Particulares).
(6)    Address and identity of the person responsible for the treatment of Data: TransUnion, Attn: Privacy Department, 555 West Adams Street, Chicago, Illinois 60661.
(7)    The Participant may exercise the rights described hereinabove by submitting a request duly signed and addressed to the area of privacy personal data of the Company to the Company’s address provided in number (5) above, or to the following e-mail address: Privacy@transunion.com. The request must include the Participant’s name and address, an e-mail address or any other means to receive notifications and communications, a clear and precise description of the rights which exercise is requested and the Data related to such exercise, and must be accompanied by the necessary documents to prove the identity of the Participant through official ID, as well as any other documents deemed necessary for the exercise of such rights or the identification of the relevant Data. The Company will issue a decision within the twenty (20) business days from the date the request was submitted. If the request is granted, the decision will be effective within the fifteen (15) business days following the date the decision is notified. If appropriate, the Company will attach the necessary documents with the information or personal data in its possession. The abovementioned terms may be extended for an equal period under appropriate circumstances. For more information, please contact the area of privacy of personal data by sending an email to Privacy@transunion.com.
The Company reserves the right to amend at any time this privacy policy notice, and notify the Participant through e-mail of such amendments. All amended terms will automatically take effect ten (10) days after the Company provides notice of the amendments.

(8)    By executing the Grant Notice and/or the Award Agreement, Participant acknowledges the reception of this Data Privacy Notice.

Nonsolicitation of Restricted Customers. Section 9 shall apply only to the Participant’s activities relating to any Restricted Customer of the Company located within the Geographic Scope set forth in Section 8.




        
Nonsolicitation of Restricted Employees, Agents, or Business Partners. Section 10 shall apply only to the Participant’s activities relating to any Restricted Employees, Agents, or current or prospective Business Partners of the Company located within the Geographic Scope set forth in Section 8.

Securities Law Information. The shares of Common Stock have not been, and will not be, registered in the National Securities Registry (Registro Nacional de Valores) maintained by the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) and will not be and cannot be offered or sold in Mexico without the authorization of the National Banking and Securities Commission unless offered or sold through a private offer pursuant to the exceptions set forth in article 8th of the Mexican Securities Market Law (Ley del Mercado de Valores) and other applicable provisions. An Award under the Plan does not constitute a public offering in Mexico, falls within the provisions article 8th of the Mexican Securities Market Law, and, therefore, it is not subject to registration with the National Banking and Securities Commission or any other Mexican regulatory authorities.

Governing Law. The Award Agreement and the Grant Notice shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Award Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Award Agreement, the Grant Notice or the Plan, the parties hereto hereby submit to the exclusive jurisdiction of and venue in the courts of Delaware and hereby expressly and irrevocable waive any other venue or jurisdiction that could be applicable by virtue of their present or future domiciles or any other reason.




        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN PHILIPPINES

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in the Philippines, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Labor Law Policy and Acknowledgement. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges and agrees that this award does not form part of the Participant’s employment or service agreement with the Company or any of its subsidiaries and does not amend or supplement any such agreement. Participation in the Plan does not entitle the Participant to future benefits or payments of a similar nature or value and does not entitle the Participant to any compensation in the event that the Participant loses his or her rights under the Plan as a result of termination of employment. Benefits or payments that the Participant may receive or be eligible for under the Plan will not be taken into consideration in determining the amount of any future benefits, payments or other entitlements that may be due to the Participant (including in cases of termination of employment).

The Participant hereby acknowledges and certifies that (i) the Participant is fully aware of and understands the terms and conditions of the Plan, the Grant Notice and the Award Agreement, (ii) the Participant completely and voluntarily agrees to such terms and conditions, (iii) the Participant has been furnished with all relevant information and materials on the Company’s operations and financial condition, (iv) the Participant has read and understood such information and materials, and (v) such information and materials are sufficient and have enabled the Participant to make an informed decision to invest in the shares offered.

Data Privacy. By accepting the award of Restricted Stock Units or Performance Share Units:

(1)    The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in the Award Agreement by and among, as applicable, the Company and any of its subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.
(2)    The Participant understands that the Company and any subsidiary may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock Units and Performance Share Units or any other entitlement to shares awarded, canceled, vested, unvested or



        
outstanding in the Participant’s favor (“Data”), for the purpose of implementing, administering and managing the Plan.
(3)    The Participant understands that Data may be transferred to a third-party stock plan service provider, as may be selected by the Company from time to time, which may assist in the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipient country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the Company, the third-party stock plan service provider and other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the shares of Common Stock received upon vesting of the Restricted Stock Units and Performance Share Units may be deposited. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting his or her local human resources representative. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if he or she later seeks to revoke consent, the Participant’s employment status or service with the Participant’s employer will not be adversely affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant Restricted Stock Units or Performance Share Units or other equity awards to the Participant or administer or maintain such awards.
Taxes and Tax Withholding Obligations. In accepting the Award of Restricted Stock Units or Performance Share Units, the Participant acknowledges that any gain equivalent to the book value or fair market value of the shares (whichever is higher) at the time of settlement is considered additional compensation income under Philippine law and will be subject to the graduated income tax rates depending on the Participant’s income bracket, and to withholding tax on compensation. The Participant hereby authorizes his or her employer to withhold the applicable tax upon settlement to satisfy any required tax withholding.
Securities Notice. The Award is subject to the Philippine Securities and Exchange Commission’s approval of the application for confirmation of exempt transaction under the Philippine Securities Regulation Code and its Implementing Rules and Regulations. No Award shall be effective unless and until the Philippine Securities and Exchange Commission approves such application.



        
THE SECURITIES BEING OFFERED OR SOLD HEREIN HAVE NOT BEEN REGISTERED WITH THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION (“SEC”) UNDER THE PHILIPPINE SECURITIES REGULATION CODE (“SRC”) AND ARE SUBJECT TO THE SEC’S CONFIRMATION THAT THE TRANSACTION QUALIFIES AS AN EXEMPT TRANSACTION. ANY SUBSEQUENT OFFER OR SALE THEREOF IN THE PHILIPPINES SHALL BE SUBJECT TO THE REGISTRATION REQUIREMENTS UNDER THE SRC, UNLESS SUCH SUBSEQUENT OFFER OR SALE LIKEWISE QUALIFIES AS, OR HAS BEEN CONFIRMED AS, AN EXEMPT TRANSACTION PURSUANT TO SECTION 10 OF THE SRC.



        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN PUERTO RICO

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Puerto Rico, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Terms and Conditions

1.    Noncompetition. The Participant acknowledges and agrees with the Company that the Participant’s services to the Company are unique in nature and that the Company would be irreparably damaged if Participant were to provide or engage in Competitive Business Activity on behalf of any Competitor during the Restricted Period as defined below. Participant accordingly covenants and agrees with the Company that during the period commencing with the date of this Award Agreement and, (i) for Directors and Senior Directors in non-sales positions subject to this Award Agreement, ending on the date that is six (6) months following the termination of the Participant’s employment with the Company for any reason, or (ii) for Vice Presidents, Senior Vice Presidents, and Executive Vice Presidents subject to this Award Agreement, as well as sales positions for all other positions, ending on the date that is twelve (12) months following the termination of the Participant’s employment with Company for any reason (as applicable, the “Restricted Period”), the Participant shall not, during the Participant’s Restricted Period, directly or indirectly, either for himself or herself or for any other individual, corporation, partnership, joint venture or other entity, participate in any Competitive Business Activity on behalf of any Competitor. For purposes of this Award Agreement, the term “participate in” (with the term “participating in” having a correlative meaning with the foregoing) shall include, without limitation, being employed by, consulting for, having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture or other business entity (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise) in the same or a similar capacity to that in which participant is employed by the Company. The foregoing restrictions on the Participant are not applicable to any passive investment made by the Participant in any public entity that is or includes a Competitor, provided such investment is not greater than 3% of market value of such public entity.

2.    Geographic Scope. The provisions of Section 8 shall apply to any territory, region or geography in Puerto Rico that the Participant serviced or had responsibility for on behalf of the Company or for which the Participant had access to Confidential Information about



        
through the Participant’s position and responsibilities at the Company during the twelve (12) months preceding the termination of the Participant’s employment, or during the period from the date of this Award Agreement to the date of the termination of the Participant’s employment with the Company.

3.    Governing Law. This Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Award Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Award Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware.





        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN SOUTH AFRICA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in South Africa, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Notice of Private Offering. The information contained in the Plan, the Grant Notice and the Award Agreement is strictly private and confidential and for the attention of the addressee only. Any offer or invitation contained herein is open for acceptance by the addressee only and, as such, does not constitute an offer to the public as envisaged in Chapter 4 of the South African Companies Act, 2008 (the “Companies Act”). Consequently, the Plan, the Grant Notice and the Award Agreement have not been and are not required to be registered with the Companies and Intellectual Property Commission as a prospectus as contemplated in Chapter 4 of the Companies Act and does not constitute an “advertisement” as contemplated in Section 98 of the Companies Act.

Employment Law Policy and Acknowledgement. By accepting the award of Restricted Stock Units and/or Performance Share Units, the Participant acknowledges that (i) awards granted under the Plan, the Grant Notice, and the Award Agreement and any other related benefits thereunder are entirely discretionary; (ii) the Plan, the Grant Notice, and the Award Agreement do not form part of the Participant’s terms and conditions of employment; and (iii) the income or value from the vesting of the Restricted Stock Units and Performance Share Units shall not form part of the Participant’s remuneration for purposes of calculating any annual leave, severance pay, and notice pay due to the Participant in law, any employment policy, or their contract of employment.

Termination for Cause. Without derogating from the definition of “Cause” in the Plan, and unless otherwise determined by the Committee, a termination for Cause shall also include termination of a Participant’s employment by reason of the Participant’s (i) gross misconduct; (ii) poor work performance; and/or (iii) resignation where it does not amount to a Constructive Termination.
Data Protection. By entering into this Award Agreement, the Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal information as described in this Award Agreement and any other award grant materials by and among, as applicable, the Company and any Affiliate for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.
By entering into this Award Agreement, the Participant acknowledges that his or her personal information a will be processed and disclosed as follows: by the Company, or any Affiliate



        
employing the Participant as they are required to collect, process and utilise the personal information or other relevant information pertaining to the Participant for purposes directly relevant to the Award granted to the Participant, and to disclose or transfer such information to other Affiliates and, if necessary, a third party (including any broker, registrar or administrator) for the purpose of administering the Plan; by the Company or any Affiliate employing the Participant and any such third party so that they may require such information for the purpose of administering the Plan, provided that such information shall be kept confidential and shall not be used by any of them for any purposes not related to the administration of the Plan; by the Company or any Affiliate employing the Participant and any such third party (any of which may be located in South Africa or outside of South Africa so that they may transfer the personal information or other relevant information pertaining to the Participant in South Africa or outside of South Africa for the purpose of administering the Plan (in which case the transfer shall be governed by “model contract clauses” or equivalent measures ensuring an adequate level of protection as required under South African data protection laws); and by and to any future purchaser of the Company or any Affiliate employing the Participant, or any future purchaser of their respective undertakings or any parts thereof, for the purpose of administering the Plan and/or confirming the Participant’s entitlement to an Award and/or any Restricted Stock Units and Performance Share Units where such entitlement is relevant to Award.

By entering into this Award Agreement, the Participant acknowledges that the purposes described in this Award Agreement are necessary for the performance of the Plan or are otherwise necessary for pursuing the legitimate interests of the Company or any Affiliate employing the Participant in connection with the administration of the Plan. Should the Participant exercise any data subject rights in relation to his or her personal information, such as the right of objection or deletion, the Participant acknowledges that it may no longer be possible to administer the Plan in respect of the Participant. In that case the Awards may lapse and shall not be capable of vesting and the Participant shall be deemed to have waived (without any right to compensation) any right to Restricted Stock Units and Performance Share Units which are being held on his behalf.



        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN SPAIN

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Spain, having entered into this Award Agreement as of the date of grant specified above (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 2, Termination of Employment. Notwithstanding anything to the contrary in the Plan, the Grant Notice or the Award Agreement, Section 2(b) of the Grant Notice (regarding prorated vesting of Restricted Stock Units or Performance Share Units upon the Participant’s Retirement) is hereby revised to delete the requirement that the Participant must execute a general release and waiver of claims in a form and manner determined by the Company.

Consent to Receive Information in English. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant confirms having read and understood the Plan and the Award Agreement, which were provided in the English language. The Participant accepts the terms of those documents accordingly. Al aceptar esta adjudicación gratuita de acciones, confirma que ha leído y comprendido el Plan y el presente Acuerdo, incluidos todos sus términos y condiciones, que se han facilitado en lengua inglesa. Usted acepta las disposiciones de estos documentos con pleno conocimiento del contenido de los mismos.

Employment Law Policy and Acknowledgement. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges that (i) equity awards granted pursuant to the Plan, the Grant Notice and the Award Agreement and any other related benefits awards under the Plan are discretionary, and (ii) the Plan, the Grant Notice and the Award Agreement are not a part of the terms and conditions of the Participant’s employment.

Responsibility for Taxes and Tax Withholding Obligations. This provision supplements Section 18 of the Award Agreement and Section 14(d) of the Plan: Without limiting the Company’s and its Affiliates’ authority to satisfy their withholding obligations for taxes as set forth in Section 18 of the Award Agreement and Section 14(d) of the Plan, in accepting the award of Restricted Stock Units or Performance Share Units, the Participant authorizes the Company and/or its applicable Affiliate to withhold shares of Common Stock otherwise deliverable to the Participant upon vesting or settlement to satisfy any required tax withholding, regardless of whether the Company or its Affiliate have an obligation to withhold such amounts.

Foreign Ownership Reporting. The Participant is required to report all foreign accounts (whether open, current or closed) to the Spanish tax authorities when filing his or her annual tax return.  The Participant should consult his or her personal advisor to ensure compliance with applicable reporting obligations.



        

Data Protection. By entering into this Award Agreement, the Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the participant’s personal data as described in this Award Agreement and any other award grant materials by and among, as applicable, the Company and any Affiliate for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.
By entering into this Award Agreement, the Participant acknowledges that his or her personal data will be processed and disclosed as follows: by the Company, or any Affiliate employing the Participant as they are required to collect, process and utilise the personal information or other relevant information pertaining to the Participant for purposes directly relevant to the Award granted to the Participant, and to disclose or transfer such information to other Affiliates and, if necessary, a third party (including any broker, registrar or administrator) for the purpose of administering the Plan; by the Company or any Affiliate employing the Participant and any such third party so that they may utilise such information for the purpose of administering the Plan, provided that such information shall be kept confidential and shall not be used by any of them for any purposes not related to the administration of the Plan; by the Company or any Affiliate employing the Participant and any such third party (any of which may be located in the EU or outside of the EU) so that they may transfer the personal information or other relevant information pertaining to the Participant in the EU or outside of the EU for the purpose of administering the Plan (in which case the transfer shall be governed by “model contract clauses” or equivalent measures required under EU data protection laws); and by and to any future purchaser of the Company or any Affiliate employing the Participant, or any future purchaser of their respective undertakings or any parts thereof, for the purpose of administering the Plan and/or confirming the Participant’s entitlement to an Award and/or any Common Stock where such entitlement is relevant to Award.

By entering into this Award Agreement, the Participant acknowledges that the purposes described in this Award Agreement are necessary for the performance of the Plan or are otherwise necessary for the legitimate interests of the Company or any Affiliate employing the Participant in connection with the administration of the Plan. Should the Participant exercise any data subject rights in relation to his or her personal data, such as the right of objection or erasure, the Participant acknowledges that it may no longer be possible to administer the Plan in respect of the Participant. In that case the Awards may lapse and shall not be capable of vesting and the Participant shall be deemed to have waived (without any right to compensation) any right to Common Stock which are being held on his behalf.



        
THE PARTICIPANT SHALL BE PROVIDED WITH THE INFORMATION REGARDING THE FOLLOWING BY THE COMPANY, THE BOARD OR ANY AFFILIATE EMPLOYING THE PARTICIPANT TO THE EXTENT THAT THEY ARE ACTING AS CONTROLLERS OF THE PARTICIPANT’S PERSONAL DATA (SAVE WHERE THE PARTICIPANT ALREADY HAS THE INFORMATION): THE PURPOSE OF THE COLLECTION AND USE OF THE PERSONAL INFORMATION OR OTHER RELEVANT INFORMATION PERTAINING TO THE PARTICIPANT; THE INFORMATION TO BE COLLECTED AND USED; THE PERIOD AND METHOD OF RETENTION AND USE OF THE PERSONAL INFORMATION OR OTHER RELEVANT INFORMATION PERTAINING TO THE PARTICIPANT; DETAILS OF ANY THIRD PARTIES TO WHOM THEIR INFORMATION IS DISCLOSED OR TRANSFERRED INCLUDING THE PURPOSE OF SUCH DISCLOSURE OR TRANSFER AND, WHERE APPLICABLE, THE SAFEGUARDS APPLIED TO ANY TRANSFERS OF DATA OUTSIDE OF THE EU; THE RIGHTS OF THE PARTICIPANT IN RESPECT OF ACCESS TO, RECTIFICATION AND DELETION OF THEIR INFORMATION AND ANY RELATED DISADVANTAGES; WHERE APPLICABLE, THE CONTACT DETAILS OF THE DATA PROTECTION OFFICER OF THE RELEVANT CONTROLLER; AND THE RIGHT TO COMPLAIN TO THE RELEVANT DATA PROTECTION SUPERVISORY AUTHORITY.




        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN THE UNITED KINGDOM

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in the United Kingdom, having entered into this Award Agreement as of the date of grant specified above (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

WARNING: The contents of this document have not been reviewed by any regulatory authority in the United Kingdom. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

Notice of Private Offering. The Award Agreement, including this Addendum, the Grant Notice, the Plan and other incidental communication materials do not constitute an offer or constitute any part of an offer to the public within the meaning of sections 85 and 102B of the Financial Services and Markets Act 2000 (as amended) (“FSMA”) or otherwise. Accordingly such documents and communications do not, and are not intended to, constitute a prospectus within the meaning of section 85 of FSMA and have not been drawn up in accordance with the prospectus rules of the United Kingdom Listing Authority (being the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA) made in accordance with section 73A of FSMA as amended from time to time pursuant to the Prospectus Regulation 2017 (EU 2017/1129) (which forms part of UK domestic law pursuant to the European Union (Withdrawal) Act 2018) or approved by or filed with the Financial Conduct Authority or any other competent authority.

Income Taxes and National Insurance Contributions.  The Participant hereby agrees to indemnify the Company and any member of the Company Group in respect of any income tax or employees' (but not employers') Class 1 National Insurance Contributions in relation to any Award under the Plan (including, without limitation, on the vesting of any Award) and agrees (without limitation) that Section 14(d) of the Plan shall apply in respect of the collection such taxes and the satisfaction of the obligations of the Company or any member of the Company Group in respect of the same.

If payment or withholding of the income tax in connection with the Restricted Stock Units or Performance Share Units is not made within ninety (90) days of the end of the UK tax year in which the income tax liability arises or such other period specified in Section 222(1)(c) of the UK Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Participant to the Company (or the employer of the Participant as the case may be), effective as of the Due Date. The Participant agrees that the loan will bear interest at the then current official rate of Her Majesty`s Revenue



        
and Customs (“HMRC”), it shall be immediately due and repayable, and the Company (or the employer of the Participant) may recover it at any time by any of the means referred to in Section 14(d) of the Plan or by deducting such amount out of wages or other cash compensation otherwise payable to the Participant by the Company and/or the Participant`s employer. Notwithstanding the foregoing, if the Participant is an officer or executive director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that the Participant is an officer or executive director and the full amount of any income tax arising in relation to any Award under the Plan (to the extent such income tax pertains to a “notional payment” as defined in Section 222(1)(a) of ITEPA) is not collected from or paid by the Participant within ninety (90) days after the end of the tax year in which the notional payment is treated as having been made (for the purposes of Section 222 of ITEPA), or such other period specified in Section 222(1)(c) of ITEPA, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and National Insurance contributions may be payable. The Participant acknowledges that the Company or the Employer may recover any such additional income tax and (to the extent permitted by law) National Insurance contributions at any time thereafter by any of the means referred to in this Agreement or the Plan.

Eligible Persons.  Notwithstanding anything to the contrary contained in the Plan, all employees, including employees employed on a part-time or temporary basis, who provide services in the United Kingdom and are employed by a Group Company domiciled in the United Kingdom shall be treated as Eligible Persons under Section 6 of the Plan. Other Eligible Persons (including consultants or non-employee directors) who are not employees are not eligible to receive Restricted Stock Units or Performance Share Units under the Plan.

Employment Law Policy and Acknowledgement. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges that (i) equity awards granted pursuant to the Plan, the Grant Notice and the Award Agreement and any other related benefits awards under the Plan are discretionary, (ii) the Plan, the Grant Notice and the Award Agreement are not a part of the terms and conditions of the Participant’s employment; and (iii) the income from the vesting of the Restricted Stock Units and Performance Share Units, if any, is not part of the Participant’s remuneration from employment and is not to be considered in valuing employment benefits or severance payable in the event of the Participant’s termination of employment.

Data Privacy. By accepting the award of Restricted Stock Units or Performance Share Units:

(1)    The Participant hereby explicitly and unambiguously consents to the collection, use, processing and transfer, in electronic or other form, of his or her personal data as described in the Award Agreement by and among, as applicable, the Company and any of its Subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan and, where applicable, the Company’s legitimate interest of complying with contractual or statutory obligations to which it is subject.



        
(2)    The Participant understands that the Company and any Subsidiary may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, e-mail address, date of birth, social security number or equivalent, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock Units and Performance Share Units or any other entitlement to shares awarded, canceled, vested, unvested or outstanding in the Participant’s favor and any other personal information which could identify the Participant and is necessary for the administration of the Plan (“Data”), for the purpose of implementing, administering and managing the Plan.
(3)    The Participant understands that Data may be transferred to a third-party stock plan service provider, as may be selected by the Company from time to time, which may assist in the implementation, administration and management of the Plan. The Participant understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipient country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Company may also share anonymised information with other third parties, but only where the information cannot realistically be identified as relating to the Participant. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the Company, the third-party stock plan service provider and other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the shares of Common Stock received upon vesting of the Restricted Stock Units and Performance Share Units may be deposited. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting his or her local human resources representative. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if he or she later seeks to revoke consent, the Participant’s employment status or service with the Participant’s employer will not be adversely affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant Restricted Stock Units or Performance Share Units or other equity awards to the Participant or administer or maintain such awards.




        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN ZAMBIA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Zambia, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Notice of No Guarantee of Continued Employment. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges and agrees that the benefits under the Plan are separate and distinct from the Participant’s contract of employment and do not form part of the terms and conditions of the Participant’s employment, and that nothing in the Plan will prevent the Participant’s employer from terminating his or her employment in accordance with the terms of the Participant’s employment arrangement.

Notice of Private Offering. This Award Agreement, including its Addendum, Grant Notice, Plan, and other related communication materials, does not constitute an offer to the public as defined under the Companies Act No. 10 of 2017 of Zambia. Accordingly, these documents and communications are not intended to constitute a prospectus as required for public offerings under the Securities Act No. 41 of 2016 of Zambia and have not been registered with or approved by the Securities and Exchange Commission.

Employment Law Policy and Acknowledgement. By accepting the award of Restricted Stock Units and/or Performance Share Units, the Participant acknowledges that (i) awards granted under the Plan, the Grant Notice, and the Award Agreement and any other related benefits thereunder are entirely discretionary; (ii) the Plan, the Grant Notice, and the Award Agreement do not form part of the Participant’s terms and conditions of employment; and (iii) the income or value from the vesting of the Restricted Stock Units and Performance Share Units shall not form part of the Participant’s remuneration for purposes of calculating any annual leave, severance pay, and notice pay due to the Participant in law, any employment policy, or their contract of employment.

Termination for Cause.In accordance with the Employment Code Act No. 3 of 2019, and unless otherwise determined by the Committee, a termination for cause includes termination of a Participant's employment due to the Participant's (i) gross misconduct inconsistent with the terms of the employment contract; (ii) habitual neglect of duties or substantial lack of performance; and/or (iii) resignation resulting from the employer's conduct that would entitle the Participant to claim constructive dismissal under Zambian law.

Data Protection. By entering into this Award Agreement, the Participant consents to the collection, processing, and transfer of their personal data by the Company and its Affiliates



        
exclusively for implementing, administering, and managing the Participant's involvement in the Plan. The Participant acknowledges that:
1.    Purpose of Data Processing: The Company and its Affiliates will process the Participant's personal data solely for purposes related to the administration of the Plan.
2.    Data Sharing and Confidentiality: Personal data may be shared with third parties (e.g., brokers, registrars, administrators) as necessary for Plan administration. All parties are obligated to maintain the confidentiality and security of the data and are prohibited from using it for unrelated purposes.
3.    Cross-Border Data Transfer: The Participant's personal data may be transferred to jurisdictions outside Zambia. Such transfers will comply with the Zambia Data Protection Act No. 3 of 2021, ensuring that standard contracts or intragroup schemes approved by the Data Protection Commissioner are in place to protect the data.
4.    Data Subject Rights: The Participant has the right to withdraw consent, access, correct, or object to the processing of their personal data. Exercising these rights may affect the Company's ability to administer the Participant's involvement in the Plan, potentially leading to the lapse of Awards without compensation.
5.    Data Retention: The Company will retain the Participant's personal data only as long as necessary for Plan administration and compliance with legal obligations.
6.    Data Security Measures: Appropriate technical and organizational measures will be implemented to protect the Participant's personal data against unauthorized access, loss, or destruction.
Income Taxes.  The Participant hereby agrees to indemnify the Company and any member of the Company Group in respect of any income tax in relation to any Award under the Plan (including, without limitation, on the vesting of any Award) and agrees (without limitation) that Section 14(d) of the Plan shall apply in respect of the collection of such taxes and the satisfaction of the obligations of the Company or any member of the Company Group in respect of the same.






        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN CALIFORNIA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of California, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition. Section 7 is amended to limit the definition of “Restricted Period” to the period commencing on the date of the Award Agreement and ending on the date Participant’s employment with the Company ends for any reason.
Section 9 and 10, Nonsolicitation. Sections 9 and 10 are amended to limit the period of restriction to the period commencing on the date of the Award Agreement and ending on the date Participant’s employment with the Company ends for any reason.
Section 29, Governing Law. Section 29 of the Award Agreement is amended to substitute “California” for “Delaware” with respect to governing law, jurisdiction and venue.



        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN COLORADO

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of Colorado, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition; Sections 9 and 10, Nonsolicitation. The Participant acknowledges and agrees that Sections 7, 9 and 10 are necessary for the protection of the Company’s Trade Secrets within the meaning of Colo. Rev. Stat. § 8-2-113. However, the post-employment restrictions set forth in Sections 7, 9 and 10 shall not apply if the Participant’s earnings are below the wage thresholds set forth in Colo. Rev. Stat. § 8-2-113(2)(b), (cd) upon entering into this Award Agreement and upon enforcement.
Section 29, Governing Law. Section 29 of the Award Agreement is amended to substitute “Colorado” for “Delaware” with respect to governing law, jurisdiction and venue.

Additional Notice to Participant: The Award Agreement contains restrictive covenants, including a covenant not to compete and covenants not to solicit that could restrict Participant’s options for subsequent employment following his/her separation from the Company. Participant is directed to closely review Sections 7, 9 and 10 of the Award Agreement. Participant acknowledges receiving separate notice (“Notice”) of the Award Agreement’s restrictive covenants in accordance with Colorado’s Act Concerning Restrictive Employment Agreements. Notwithstanding anything in this Award Agreement to the contrary, the Award Agreement shall not take effect until the later of (i) the date of Participant’s signature hereto or (ii) fourteen (14) days after Participant’s receipt of both the Award Agreement and the Notice.







        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN DISTRICT OF COLUMBIA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the District of Columbia having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition. Section 7 of the Award Agreement shall not apply if the Participant’s earnings are below the wage thresholds set out in D.C. Code § 32-581.01.

Section 29, Governing Law. Section 29 of the Award Agreement is amended to substitute “District of Columbia” for “Delaware” with respect to governing law, jurisdiction and venue.

Additional Notice to Participant. The District’s Ban on Non-Compete Agreements Amendment Act of 2020 limits the use of non-compete agreements. It allows employers to request non-compete agreements from highly compensated employees, as that term is defined in the Ban on Non-Compete Agreements Amendment Act of 2020, under certain conditions. The Company has determined that you are a highly compensated employee. For more information about the Ban on Non-Compete Agreements Amendment Act of 2020, contact the District of Columbia Department of Employment Services (DOES).

Review Period. Participant acknowledges receipt of at least fourteen (14) days to review and execute the Award Agreement; provided, if Participant executes the Award Agreement prior to the expiration of such review period, Participant does so voluntarily and knowingly and waives the remainder of such review period.



        


AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN IDAHO

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of Idaho, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition; Sections 9, and 10, Nonsolicitation. Sections 7, 9 and 10 are amended to add the following: The Participant acknowledges and agrees that the Company considers the Participant to be a “key employee,” as that term is defined in Idaho Stat. § 44-2702(1), and that if the Participant becomes employed by or affiliated with a Competitor as that term is defined in this Award Agreement, it is inevitable that the Participant would disclose the Company’s Confidential Information or Trade Secrets. The Participant acknowledges and agrees that the present agreement is intended to protect the Company’s legitimate business interests, including but not limited to Confidential Information and Trade Secrets as defined by Idaho Stat. § 44-2702(2).




        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN ILLINOIS

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of Illinois having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Agreement shall remain in full force and effect.

Section 7, Noncompetition; Sections 9, and 10, Nonsolicitation. The post-employment restrictions set forth in Sections 7, 9 and 10 shall not apply if the Participant’s earnings are below the wage thresholds set out in Illinois Stat. 820 ILCS 90/10(a) and (b).
Section 29, Governing Law. Section 29 of the Award Agreement is amended to substitute “Illinois” for “Delaware” with respect to governing law, jurisdiction and venue.

Review Period. Participant acknowledges receipt of at least fourteen (14) days to review and execute the Award Agreement; provided, if Participant executes the Award Agreement prior to the expiration of such review period, Participant does so voluntarily and knowingly and waives the remainder of such review period.





        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN LOUISIANA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of Louisiana having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 8. The term “Restricted Territory” as defined in Section 8 and applied in Section 7 and below shall be amended to mean the following parishes in Louisiana, provided that the Company carries on a like business therein as of the termination of Participant’s employment: Acadia, Allen, Ascension, Assumption, Avoyelles, Beauregard, Bienville, Bossier, Caddo, Calcasieu, Caldwell, Cameron, Catahoula, Claiborne, Concordia, DeSoto, East Baton Rouge, East Carroll, East Feliciana, Evangeline, Franklin, Grant, Iberia, Iberville, Jackson, Jefferson, Jefferson Davis, Lafayette, Lafourche, LaSalle, Lincoln, Livingston, Madison, Morehouse, Natchitoches, Orleans, Ouachita, Plaquemines, Pointe Coupee, Rapides, Red River, Richland, Sabine, St. Bernard, St. Charles, St. Helena, St. James, St. John the Baptist, St. Landry, St. Martin, St. Mary, St. Tammany, Tangipahoa, Tensas, Terrebonne, Union, Vermilion, Vernon, Washington, Webster, West Baton Rouge, West Carroll, West Feliciana and Winn.

Section 9, Nonsolicitation. The restrictions set forth in Section 9 shall be limited to the Restricted Territory.

Section 29, Governing Law. Section 29 of the Award Agreement is amended to substitute “Louisiana” for “Delaware” with respect to governing law, jurisdiction and venue.




        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN MAINE

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of Maine, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition; Sections 9, and 10, Nonsolicitation. Sections 7, 9 and 10 are amended to add the following language:
The Participant acknowledges and agrees that the restrictions set forth in Sections 7, 9 and 10 of the Award Agreement are intended to protect the Company’s legitimate business interests, including but not limited to Confidential Information and Trade Secrets as defined by 26 M.R.S. § 599-A(2). The post-employment restrictions set forth in Sections 7, 9 and 10 shall not apply if the Participant’s earnings are at or below 400% of the federal poverty level as set forth in 26 M.R.S. § 599-A(1). The Participant further acknowledges and agrees that the restrictions set forth in Sections 7, 9 and 10 of the Award Agreement do not take effect until after one year of the employee's employment with the employer or a period of six (6) months from the date the Award Agreement is signed, whichever is later. 26 M.R.S. § 599-A(5).







        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN MARYLAND

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in Maryland having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition. Section 7 of the Award Agreement shall not apply if the Participant’s earnings are below the wage thresholds set out in Maryland Labor & Empl. Code Ann. § 3-716.






        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN MASSACHUSETTS

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the Commonwealth of Massachusetts, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition. If Massachusetts law governs Section 7 as provided below, Section 7 of the Award Agreement is amended to add that the post-employment restrictions under Section 7 shall not apply to the Participant unless the Participant’s employment is terminated due to either (i) a voluntary termination of employment by the Participant or (ii) any involuntary termination other than a termination of employment without “cause” or in which the Participant is “laid off,” as the terms “cause” and “laid off” are used in the Massachusetts Noncompetition Agreement Act, M.G.L. c. 149, § 24L(c).  In addition, and notwithstanding any other provision to the contrary in the Award Agreement, Section 7 shall not apply to the Participant if the Participant is classified as a nonexempt employee for purposes of the Fair Labor Standards Act, 29 U.S.C. § 201 et seq.
In the event the Participant breaches his/her fiduciary duty to the Company, if any, or unlawfully takes any physical or electronical property belonging to the Company as reasonably determined by the Company, the Restricted Period shall be extended for one additional year, for a maximum period of two years immediately following the Participant’s termination of employment from the Company.
The Award Agreement, as amended by this addendum, shall not become effective until at least ten (10) business days after notice of the Award Agreement, which includes the non-competition covenant, has been provided to the Participant.
Section 29, Governing Law is replaced as follows. Except as provided herein, this Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof and, if any suit or claim is instituted by the Participant or the Company relating to this Award Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware; provided, if the Participant works or resides in the Commonwealth of Massachusetts at any point during the thirty (30) day period prior to Participant’s termination of employment, then Sections 6, 7, 9 and 10 shall be governed by the laws of Massachusetts. Further, notwithstanding the foregoing, the Participant hereby consents to the personal jurisdiction of the state and federal courts situated within Massachusetts for sole purpose of enforcing Sections 6, 7, 9 and 10 of the Award Agreement, and waives any objection that the Participant might have to personal jurisdiction or venue in those courts. The Company and the



        
Participant agree that all civil actions relating to Section 7 of this Award Agreement shall be brought in the county of Suffolk, Massachusetts and that the superior court or the business litigation session of the superior court shall have exclusive jurisdiction.

Additional Acknowledgments.  The Participant acknowledges each of the following:
33.    The terms of the Award pursuant to the Award Agreement constitute fair and reasonable consideration independent from the continuation of employment for the obligations of Sections 7, 9 and 10 of the Award Agreement.
34.    The Award also constitutes mutually agreed-upon consideration for the obligations in Sections 7, 9 and 10 in lieu of any garden leave payments.  The Participant further acknowledges that the Participant had the option of declining the Award and thereby declining to enter into this Award Agreement, including Sections 7, 9 and 10 and freely chose to enter into this Award Agreement.
35.    Any changes to the Participant’s position, duties, compensation or other terms and conditions of employment, whether material or not, shall not affect the enforceability of the restrictive covenants set forth in Sections 6-12, which shall continue in full force and effect pursuant to their terms.



        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS
ADDENDUM FOR PARTICIPANTS RESIDING IN MINNESOTA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of Minnesota, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition. If Participant resides or primarily works for the Company in the state of Minnesota, Section 7 is amended to limit the definition of “Restricted Period” to the period commencing on the date of the Award Agreement and ending on the date Participant’s employment with the Company ends for any reason.

Section 9, Nonsolicitation. Section 9 of the Award Agreement is amended such that the customer and client restrictions in Section 9 are limited to customers and clients with which the Participant had contact.
Section 29, Governing Law. Section 29 of the Award Agreement is amended to substitute “Minnesota” for “Delaware” with respect to governing law, jurisdiction and venue.






        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS
ADDENDUM FOR PARTICIPANTS RESIDING IN NEBRASKA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of Nebraska, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 14(f), Certain Definitions. “Restricted Customer” is replaced with the following.
(f)    “Restricted Customer” means each and every customer with whom the Company has a present, anticipated or ongoing business relationship or with whom Company conducted business within the twelve (12) months immediately preceding the termination of the Participant’s employment and with whom/which the Participant in the twenty-four (24) months preceding his or her termination from the Company actually did business and/or had personal contact.





        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN NORTH DAKOTA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of North Dakota, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.
Section 7, Noncompetition. Section 7 is amended to limit the definition of “Restricted Period” to the period commencing on the date of the Award Agreement and ending on the date Participant’s employment with the Company ends for any reason.
Section 9, Nonsolicitation. Section 9 is amended to limit the period of restriction to the period commencing on the date of the Award Agreement and ending on the date Participant’s employment with the Company ends for any reason.
Section 29, Governing Law. Section 29 of the Award Agreement is amended to substitute “North Dakota” for “Delaware” with respect to governing law, jurisdiction and venue.




        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN OKLAHOMA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of Oklahoma, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition. Section 7 is amended to limit the definition of “Restricted Period” to the period commencing on the date of the Award Agreement and ending on the date Participant’s employment with the Company ends for any reason.
Section 14(f), Certain Definitions. “Restricted Customer” is replaced with the following:
(f) “Restricted Customer” means each and every customer with whom the Company has a present, anticipated or ongoing business relationship or with whom Company conducted business within the twelve (12) months immediately preceding the termination of the Participant’s employment and with whom the Participant did business and had personal contact.




        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN OREGON

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of Oregon, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition. Notwithstanding anything to the contrary in the Award Agreement, if Participant violates Participant’s non-competition covenants set forth in Section 7 during the Restricted Period, as reasonably determined by the Company, as the Company’s sole remedy Participant shall forfeit any and all vested or unvested Performance Share Units granted hereunder.



        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN VIRGINIA


TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the Commonwealth of Virginia, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition. Section 7 of the Award Agreement is amended to add the following:
Notwithstanding anything to the contrary in this Award Agreement, only if Participant’s employment is terminated by the Company without Cause, the Restricted Period (as such term is used in Section 7 only) shall end upon such termination, unless the Company provides the Monetary Benefits to Participant in connection with such termination. The decision to provide or not provide Monetary Benefits shall be in the sole discretion of the Company at the time of such a termination by the Company without Cause.
The term “Monetary Benefits” shall mean a one-time payment equal to one week of Participant’s base salary rate in effect upon termination, less applicable withholdings, that the Company may provide, in its sole discretion, to Participant in connection with the termination of Participant’s employment without Cause, payable within thirty (30) days of such termination.
Participant acknowledges and agrees that the Monetary Benefits, if provided to Participant upon a termination without Cause, shall be in full satisfaction of the Code of Virginia, § 40.1-28.7:8, effective July 1, 2026).
The term “Cause” shall have the meaning ascribed to it in any employment or other written agreement entered into by Participant and the Company, but, if there is no such defined term in any such agreement, “Cause” shall mean: (i) a material breach of this Award Agreement or any other agreement Participant may have entered into with the Company; (ii) the commission of fraud, embezzlement, or other intentional act that could reasonably harm the Company or third parties; (iii) a material violation of the Company’s policies, Participant’s ethical obligations, or applicable laws or regulations; (iv) Participant’s conviction of, or entry of a pleading of guilty or nolo contendere to, any crime involving moral turpitude or any felony; or (v) willful or gross negligence in the performance of Participant’s job duties.
In addition, and notwithstanding any other provision to the contrary in the Award Agreement, Section 7 shall not apply to Participant if Participant is a “low-wage employee” (as such term is defined by and used in Code of Virginia, § 40.1-28.7:8) or non-exempt under applicable wage and hour laws.



        


AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN WASHINGTON

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of Washington, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition.

Notwithstanding anything in Section 7 to the contrary, if Participant’s employment with the Company ends as a result of an involuntary lay off, the Company has the option of enforcing the post-employment restrictions set forth in Section 7 and paying Participant the equivalent of Participant’s then-current base salary during the Restricted Period or electing to waive the post-employment restrictions set forth in Section 7, in which case Participant will not be entitled to continuation of his/her base salary post-termination.

The post-employment restrictions set forth in Section 7 shall not apply if the Participant’s earnings are below the wage thresholds set forth in the Restrictions on Noncompetition Covenants Bill 5478 as codified in the Revised Code of Washington, Title 49.

Section 14(f), Certain Definitions, “Restricted Customer” is replaced with the following.

(f)    “Restricted Customer” means each and every current customer with whom the Company has a present, anticipated or ongoing business relationship or with whom Company conducted business within the twelve (12) months immediately preceding the termination of the Participant’s employment and with whom the Participant, in the twenty-four (24) months preceding his or her termination with the Company, either had (i) material contact with as part of the Participant’s employment with Company; (ii) responsibility for soliciting or servicing its business on behalf of the Company or (iii) access to proprietary pricing, marketing, sales, or other Confidential Information with respect to such customer.

Section 29, Governing Law. Section 29 of the Award Agreement is amended to substitute “Washington” for “Delaware” with respect to governing law, jurisdiction and venue.




        
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN WISCONSIN

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of Wisconsin, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 6, Nondisclosure of Confidential Information. The Participant’s obligations not to disclose or use the Company’s Confidential Information, if not subject to protection as a trade secret under applicable law, shall apply for twenty-four (24) months following the termination of the Participant’s employment from the Company.

Section 10, Nonsolicitation is replaced with the following.
The Participant further covenants and agrees that during employment with the Company and for twelve (12) months following the termination of the Participant’s employment with the Company for any reason, the Participant shall not, directly or indirectly, induce or attempt to induce any Restricted Employee to leave the employment of the Company on behalf of or for the benefit of a Competitor, or knowingly assist a Competitor to hire such an employee away from the Company.
Section 14(g), Certain Definitions, “Restricted Employee, Agent or Business Partner” is replaced with the following.
(g)     “Restricted Employee, Agent or Business Partner” means each and every individual who is employed or engaged by the Company in a Sensitive Position (i) with whom the Participant had supervisory or managerial responsibility over or material contact within the course of the Participant conducting business on behalf of the Company; or (ii) about whom the Participant had access to Confidential Information. For purposes of this definition, a “Sensitive Position” refers to an employee of the Company who is in a management, supervisory, sales, technology, research and development or similar role where the employee is provided Confidential Information of the Company or is involved in business dealings with the Company’s customers.




Exhibit 10.3
TRANSUNION
SECOND AMENDED AND RESTATED 2015 OMNIBUS INCENTIVE PLAN
GRANT NOTICE

PERFORMANCE SHARE UNITS
TransUnion (the “Company”), pursuant to the TransUnion Second Amended and Restated 2015 Omnibus Incentive Plan (the “Plan”), hereby grants to the Participant identified below an award of Restricted Stock Units that are contingent upon the Participant’s continued employment and satisfaction of Performance Goals (the “Performance Share Units”) in such numbers as set forth below. Any reference hereunder to an “Award” shall mean, collectively or individually, Performance Share Units. Awards are subject to all of the terms and conditions as set forth herein, in the Award Agreement (attached hereto), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
Participant:
[Participant Name]
Date of Grant:

Number of Performance Share Units:
[Grant Date]

[Quantity Granted]
Performance Period for Performance Share Units:
[●] to [●]
Vesting Date:
[●]
Dividend Equivalents:
[●]

Vesting Schedule:

1.    Vesting of Performance Share Units. The extent to which the Performance Components are satisfied and the number of Performance Share Units that become vested shall be calculated with respect to each Performance Component as identified below. All determinations with respect to each Performance Component shall be made by the Committee in its sole discretion and, in the absence of manifest error, such determinations shall be binding and conclusive (except as required by applicable law). The applicable Performance Components shall not be achieved and the Performance Share Units shall not vest (i) until the Committee certifies that such Performance Components have been met and (ii) except as provided otherwise in Sections 2 and 3 below, unless the Participant has remained continuously employed by the Company Group through the vesting date specified above (the “Vesting Date”).
(a)    Revenue CAGR Performance Component. The total number of Performance Share Units that become vested based on the achievement of cumulative revenue



compound annual growth rate (“Revenue CAGR”) performance levels shall be equal to (x) the total number of Performance Share Units multiplied by (y) a Performance Component relative weighting factor equal to 20%, multiplied by (z) the applicable Achievement Percentage, determined as follows, and rounded down to the nearest whole Performance Share Unit:
Level of AchievementCumulative 3-year Revenue CAGRPercentage of Award Earned
Below ThresholdLess than [●]%0%
Threshold[●]%50%
Target [●]%100%
Maximum [●]%200%
(b)    Relative Total Shareholder Return Position Performance Component. The total number of Performance Share Units that become vested based on the achievement of relative total shareholder return position (“Relative Total Shareholder Return”) performance levels shall be equal to (x) the total number of Performance Share Units multiplied by (y) a Performance Component relative weighting factor equal to 50%, multiplied by (z) the applicable Achievement Percentage, determined as follows, and rounded down to the nearest whole Performance Share Unit:
Level of AchievementRelative TSR Percentile RankPercentage of Award Earned
Below Threshold
Less than 25th Percentile
0%
Threshold
25th Percentile
50%
Target
50th Percentile
100%
Maximum
80th Percentile and above
200%
The Committee shall determine (i) the Total Shareholder Return for the Company for the Performance Period, (ii) the Total Shareholder Return for each Peer Group Member for the Performance Period, and (iii) the Relative TSR Percentile Rank for the Company. Notwithstanding anything to the contrary herein, if the Total Shareholder Return for the Company is negative over the Performance Period, then the Achievement Percentage in respect of the Company’s Relative Total Shareholder Return Position shall not exceed 100%.
(c)    Adjusted Diluted Earnings per Share CAGR Performance Component. The total number of Performance Share Units that become vested based on the achievement of cumulative Adjusted Diluted Earnings per Share compound annual growth rate (“Adjusted Diluted Earnings per Share CAGR”) performance levels shall be equal to (x) the total number of Performance Share Units multiplied by (y) a Performance Component relative weighting factor equal to 30%, multiplied by (z) the applicable Achievement Percentage, determined as follows, and rounded down to the nearest whole Performance Share Unit:



Level of AchievementCumulative 3-year Adjusted Diluted Earnings per Share CAGRPercentage of Award Earned
Below ThresholdLess than [●]%0%
Threshold[●]%50%
Target [●]%100%
Maximum [●]%200%
(d)    With respect to Adjusted Diluted Earnings per Share CAGR and Revenue CAGR, the cumulative compound annual growth rate shall be determined using Adjusted Diluted Earnings per Share or Revenue, as applicable, for the 2025 fiscal year (the “Base Year”) as the initial measurement amount, and cumulative Adjusted Diluted Earnings per Share or cumulative Revenue, as applicable, over the Performance Period as the final measurement amount.
2.    Termination of Employment. If the Participant’s employment with the Company Group terminates for any reason while any Award remains outstanding and eligible to vest, the Participant shall forfeit all unvested Awards (and, as a result, shall forfeit all shares of Common Stock, or cash, and any related dividend equivalents that may otherwise have been delivered or paid pursuant to such Award); provided, however, that
(a)    if termination results from the Participant’s Disability or death, the Performance Share Units granted hereunder will vest immediately at the “Target” level of performance on the date of such termination or the certified performance if known on the date of such termination (and, as a result, the Participant shall be entitled to all shares of Common Stock, or cash, and any related dividend equivalents that may otherwise have been delivered or paid in connection with such Performance Share Units); and
(b)    if termination results from the Participant’s Retirement and the Participant timely executes a general release and waiver of claims in a form and manner determined by the Company in its sole discretion, then with respect to any Award that was granted in a calendar year prior to the calendar year of Retirement a prorated portion of the Performance Share Units, based on the number of full and partial months the Participant participates during the Performance Period for the Performance Share Units specified above, will remain outstanding and will vest in accordance with the terms and provisions hereof in the same manner as if the Participant’s employment had continued through the Vesting Date in accordance with the terms of Section 1, to the extent that such conditions to vesting other than continued employment have been met and Performance Components satisfied (and, as a result, the Participant shall be entitled to a prorated portion of the shares of Common Stock, or cash, and any related dividend equivalents that may otherwise have been delivered or paid in connection with such Performance Share Units).



3.    Change in Control. If a Change in Control occurs, the following provisions shall apply with respect to the vesting of the Awards:
(a)    To the extent the successor entity in the Change in Control does not assume the Awards or substitute the Awards with an equivalent award on terms that are no less favorable to the Participant as compared to the Award and the Change in Control occurs prior to the Committee’s certification of the achievement of the Performance Components as provided under Section 1 herein, then the Performance Share Units granted hereunder will vest immediately upon the effective date of the Change in Control based on the achievement (or deemed achievement) of the Performance Components, as follows: (x) the Relative Total Shareholder Return Performance Component will be measured and the corresponding Level of Achievement determined as of the effective date of the Change in Control, and (y) the Revenue CAGR and Adjusted Diluted Earnings per Share CAGR Performance Components shall be deemed achieved at the “Target” Level of Achievement (and, as a result, Participant shall be entitled to all shares of Common Stock, or cash, and any related dividend equivalents that may otherwise have been delivered or paid in connection with such Performance Share Units).
(b)    To the extent the successor entity in the Change in Control assumes the Awards or substitutes the Awards with an equivalent award on terms that are no less favorable to the Participant as compared to the Award, a “Qualifying Termination” (as such term is used in Section 12(c) of the Plan) shall mean a Triggering Event occurring prior to the second anniversary of the effective date of such Change in Control, and the Change in Control occurs prior to the Committee’s certification of the achievement of the Performance Components, the Performance Share Units granted hereunder will vest immediately upon a Triggering Event based on the achievement (or deemed achievement) of the Performance Components at the levels determined in accordance with clauses (x) and (y) of Section 3(a) above (and, as a result, the Participant shall be entitled to all shares of Common Stock, or cash, and any related dividend equivalents that may otherwise have been delivered or paid in connection with such Performance Share Units).
4.    Definitions. For the purposes of this Grant Notice:
(a)    “Achievement Percentage” means the “Percentage of Award Earned” specified with respect to the “Below Threshold,” “Threshold,” “Target” and “Maximum” levels for each Performance Component, or a percentage determined using linear interpolation if actual performance falls between any two levels (and rounded to the nearest whole percentage point and, if equally between two percentage points, rounded up). In the event that actual performance does not meet the “Threshold” level for any Performance Component, as applicable, the “Achievement Percentage” with respect to such Performance Component shall be zero. The Committee shall have the discretion pursuant Section 11(d) of the Plan to make



equitable adjustments to the Performance Components to account for certain events including, but not limited to, acquisitions or divestitures, acquisition of new technologies, or resolution of legal disputes.
(b)    “Adjusted Diluted Earnings per Share” means Adjusted Net Income divided by the weighted-average diluted shares outstanding as reported in the Company’s Form 10-Ks as filed with the Securities and Exchange Commission, further adjusted to eliminate the impact of foreign currency fluctuations and inorganic growth, financing expenses incurred in connection with acquisitions or strategic investments, as well as other adjustments as are recommended by management and approved by the Committee for items that are infrequent in occurrence and/or unusual in nature and consistent with similar adjustments made for purposes of annual bonus compensation.
(c)    “Constructive Termination” means the occurrence of any one or more of the following events without the Participant's written consent: (i) with respect to any Participant holding the title of Director or above, any reduction in position, overall responsibilities, level of authority, title or level of reporting; (ii) a reduction in the Participant’s base compensation and annual incentive compensation opportunity, measured in the aggregate, which is not the result of a uniformly applied adjustment across all similarly situated personnel within the Company; or (iii) a requirement that the Participant's location of employment be relocated by more than fifty (50) miles from the Participant’s then-current location, provided, that any such event shall constitute a Constructive Termination only if the Participant gives written notice to the Committee within ten (10) days of the later of its occurrence or Executive’s knowledge thereof, the circumstances giving rise to the Constructive Termination are not cured within thirty (30) business days of such notice, and the Participant resigns from employment within sixty (60) days following such failure to cure. In the event that the Participant is a party to an employment, severance, retention or other similar agreement with the Company (or a successor entity) that defines a termination on account of “Constructive Termination,” “Good Reason” or “Breach of Agreement” (or a term having similar meaning), such definition shall apply as the definition of “Constructive Termination” for purposes hereof in lieu of the foregoing.
(d)    “Revenue” means revenue as reported in the Company’s Form 10-Ks as filed with the Securities and Exchange Commission, further adjusted to eliminate the impact of foreign currency fluctuations and inorganic growth, as well as other adjustments as are recommended by management and approved by the Committee for items that are infrequent in occurrence and/or unusual and consistent with similar adjustments made for purposes of annual bonus compensation.
(e)    “Peer Group Members” means all of the Russell 3000 Commercial and Professional Services companies, including the Company, on the date that is 20 trading days prior to the commencement of the Performance Period, with the



following modifications: (i) except as provided in clause (ii) below, only those entities that continue to trade throughout the Performance Period without interruption on a National Exchange shall be included; and (ii) any such entity that files for bankruptcy (“Bankrupt Peer”) during the Performance Period shall continue to be included.
(f)    “Relative TSR Percentile Rank” means the percentile performance of the Company as compared to the Peer Group Members. Relative TSR Percentile Rank is determined by ranking the Company and all other Peer Group Members according to their respective Total Shareholder Return for the Performance Period. The ranking is in order from minimum to maximum, with the lowest performing entity assigned a rank of one. Peer Group Members with the same Total Shareholder Return (calculated to four decimal places) will share the same rank and subsequent rankings will reflect the number of Peer Group Members sharing preceding rankings. The Company’s ranking is then divided by the total number of Peer Group Members to get the Company’s Relative TSR Percentile Rank.
(g)    “Retirement” means the Participant’s termination of employment with the Company Group (for any reason other than Disability, death or Cause) at a time when (i) the Participant has attained the age of 55, (ii) the sum of the Participant’s age plus completed years of service with the Company Group is at least 65, (iii) the Participant has completed at least five (5) consecutive years of continuous service with the Company Group, and (iv) the Participant does not have an offer for and has not accepted employment with any other for profit business on financial terms and conditions substantially similar to those provided by the Company prior to the Vesting Date; provided, however, that unless the Committee agrees otherwise, no termination of employment shall be a Retirement unless the Participant has provided at least sixty (60) days’ advance written notice of the Participant’s intent to retire. Notwithstanding the foregoing, in the event that, following the Participant’s Retirement, the Participant is rehired by or otherwise becomes re-employed by the Company Group, the Participant may again become eligible for Retirement under the same terms described above. For purposes of determining such eligibility, “continuous service” shall recommence as of the Participant’s most recent rehire date with the Company Group. For the avoidance of doubt, the Participant must complete five (5) consecutive years of continuous service following the date of re-employment to qualify for any Retirement-related vesting, settlement, or other Retirement-based treatment under the Plan.
(h)    “Performance Components” means the Performance Criteria applicable to an Award.
(i)    “Total Shareholder Return” of either the Company or a Peer Group Member means the result of dividing (1) the sum of the cumulative value of an entity’s dividends for the Performance Period, plus the entity’s Ending Price, minus the



Beginning Price, by (2) the Beginning Price, calculated to four decimal places. For purposes of determining the cumulative value of an entity’s dividends during the Performance Period, it will be assumed that all dividends declared and paid with respect to a particular entity during the Performance Period were reinvested in such entity at the ex-dividend date, using the closing price on such date. The aggregate shares, or fractional shares thereof, that will be assumed to be purchased as part of the reinvestment calculation will be multiplied by the Ending Price to determine the cumulative value of an entity’s dividends for the Performance Period. For these purposes:
(i)    “Price” is the principal stock exchange or quotation system closing prices on the date in question;
(ii)    “Beginning Price” is the average Price for the period of 20 trading days immediately preceding the first day of the Performance Period; provided, however, that if the applicable common stock has not been trading for a full 20 trading day period prior to the applicable measurement date, the average closing price shall be determined based on such shorter number of days that such common stock has been trading as of such measurement date;
(iii)    “Ending Price” is the average Price for the period of 20 trading days immediately preceding and including the final day of the Performance Period; and
(iv)    any Bankrupt Peer and any Peer Group Member that (A) merges with or is acquired by another Peer Group Member, or (B) is acquired by a company who is not a Peer Group Member shall have a Total Shareholder Return of negative one hundred percent (-100%); in each case, with such adjustments as are necessary, in the judgment of the Committee to equitably calculate Total Shareholder Return in light of any stock splits, reverse stock splits, stock dividends, and other extraordinary transactions or other changes in the capital structure of the Company or the Peer Group Member, as applicable.
(j)    “Triggering Event” means (i) the Participant’s employment with the Company Group is terminated by the Company Group for any reason other than on account of death, Disability or Cause or (ii) the occurrence of a Constructive Termination.

*    *    *



THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS GRANT NOTICE WITH RESPECT TO PERFORMANCE SHARE UNITS, THE AWARD AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF AWARDS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS GRANT NOTICE, THE AWARD AGREEMENT AND THE PLAN.

To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant’s signature hereof.
Notwithstanding anything contained in the Grant Notice or the Award Agreement for this Award, in the event that the Participant does not affirmatively accept this Award (in a manner prescribed by the Company) prior to the first vesting date of the Award, this Award and the Restricted Stock Units subject to this Award will automatically and without further action be cancelled and terminated without consideration, and the Participant will have no further right or interest therein.
TRANSUNION

PARTICIPANT
    
By: [●]
Title: [●]




#Signature#

#AcceptanceDate#
    




TRANSUNION
SECOND AMENDED AND RESTATED 2015 OMNIBUS INCENTIVE PLAN
AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS
Pursuant to the Grant Notice with respect to Restricted Stock Units or Performance Share Units (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Award Agreement (including any addenda or exhibits) (this “Award Agreement”) and the TransUnion Second Amended and Restated 2015 Omnibus Incentive Plan (the “Plan”), TransUnion (the “Company”) and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
The Award along with Participant’s continued employment, access to Confidential Information and customer relationships and other professional benefits, constitutes mutually agreed-upon consideration for the post-termination obligations set forth herein. The Participant further acknowledges that the Participant had the option of declining the Award and thereby declining to enter into this Award Agreement, including Sections 6 through 12, and freely chose to enter into this Award Agreement.
1.    Grant of Restricted Stock Units or Performance Share Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the number of Restricted Stock Units (“Restricted Stock Units”) or Performance Share Units (“Performance Share Units”) provided in the Grant Notice (with each Restricted Stock Unit and each Performance Share Unit representing an unfunded, unsecured right to receive one share of Common Stock upon vesting). Any reference hereunder to an “Award” shall mean, collectively or individually, Restricted Stock Units or Performance Share Units, as applicable. The Company may make one or more additional grants of Awards to the Participant under this Award Agreement by providing the Participant with a new Grant Notice, which may also include any terms and conditions differing from this Award Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional Awards hereunder and makes no implied promise to grant additional Awards.
2.    Vesting. Subject to the conditions contained herein and in the Plan, the Awards shall vest and the restrictions on such Awards shall lapse as provided in the Grant Notice.
3.    Settlement of Awards. The provisions of Section 9(d) of the Plan are incorporated herein by reference and made a part hereof.
4.    Treatment of Awards Upon Termination. Except as provided in the Grant Notice, the provisions of Section 9(c)(ii) of the Plan are incorporated herein by reference and made a part hereof.
5.    Definition of Confidential Information. “Confidential Information” shall mean any and all trade secrets (as defined by the Uniform Trade Secret laws, the Defend Trade Secrets Act, 18 U.S.C. § 1833, et seq., and/or applicable state law) and other confidential, proprietary and/or non-public information that the Company takes reasonable steps to protect or keep secret, whether in hard-copy, electronic format, communicated orally or in any other format, that the



Participant acquires or is exposed to by and through the Participant’s employment with the Company and that the Participant knows or has reason to know is or should be treated as confidential to the Company, its affiliates, or its customers, or that the Company specifically designates or treats as confidential through its policies, procedures, or practices.
Confidential Information specifically includes, but is not limited to (i) Company methods of operation, systems and processes; (ii) information regarding the nature and type of services rendered and products sold by the Company; (iii) contracts and contract forms; (iv) the Company’s vendor, supplier, business partner lists and information; (v) technology developed by or for Company and all information derived therefrom, proprietary computer-based consulting tools and programs, pricing tools and programs, and operational tools and programs, screenshots and reports resulting therefrom, hardware/software licenses and designs, maintenance tools, product know-how and show-how, and all derivatives, improvements and enhancements to any of the above; (vi) names of and information regarding the Company’s current and former customers and prospects; (vii) information regarding the Company’s relationships with its customers and prospects, and sales and business records and reports with respect to such customers and prospects; (viii) pricing policies, matrices and architecture such as strategic profitability requirements in offering competitively priced products and services, specific customer pricing, quotation policies, quotations and bids to customers and prospects; (ix) particular customer and prospect information (whether or not publicly available to the extent it was specifically obtained the Company’s business efforts) developed or compiled by the Company, including without limitation contact names and details, data regarding its customer’s and prospect’s preferences and needs, and specific strategies for soliciting and maintaining each such customer and prospect; (x) Company personnel data and related information except for information relating solely to the Participant; (xi) the Company’s strategic plans, forecasts, anticipated or non-public projects or partnerships as it relates to its products or services; (xii) information received by the Company from third parties in confidence or pursuant to a duty of confidentiality; and (xiii) the Company’s discoveries, inventions, marketing and business plans, goals and strategies, financial data, business volume, research and development efforts and projections for any of the foregoing. All Confidential Information is, and shall at all times remain, the sole property of the Company (or, in the case of Confidential Information belonging to the Company’s affiliates, customers, or other third parties, of such third party).
Notwithstanding the foregoing, Confidential Information does not include information that is in the public domain or generally known to the public in the particular form thereof (in either case, exclusive of compiled information that may be created only with great effort or expense), other than information that became public as a result of a breach of a duty of confidentiality; information known to the Participant prior to first receipt of or access to such information in the course of the Participant's employment with the Company; or information rightfully received by the Participant outside the course of the Participant's employment with the Company from a third party who does not owe the Company a duty of confidentiality with respect to such information.




6.    Non-Disclosure of Confidential Information. Participant agrees that the Participant will use Confidential Information exclusively on behalf of the Company and will not, except in the normal and proper course of performing the Participant's duties on behalf of the Company or as otherwise set forth herein, directly or indirectly, in any capacity, at any time during or after termination of the Participant’s employment with the Company for whatever reason, whether said termination was voluntary or involuntary, disclose Confidential Information in any manner, or use Confidential Information for the Participant's benefit or on behalf of any Competitor or third party, except as protected herein below or in Section 21. The Participant further agrees that Participant will not copy or record or allow to be copied or recorded any Confidential Information for any purpose other than for use by or on behalf of the Company.
The Participant recognizes that the restrictions in this Section 6 shall survive the termination of the employment of the Participant with the Company for whatever reason, whether such termination was voluntary or involuntary, and the termination of this Award Agreement. The Participant's obligations under this Section 6 with respect to any specific Confidential Information shall cease when that specific portion of Confidential Information, in the same or an equally useable form to that maintained by the Company, becomes publicly known in its entirety and without combining portions of such information obtained separately, other than as a result of a breach of a duty of confidentiality, or otherwise loses its confidential status. It is understood that such Confidential Information of the Company includes matters that the Participant conceives or develops while employed at the Company, as well as matters the Participant learns from other employees of the Company.
If Participant is requested, becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigation demand, court order, or similar process) or is required by a regulatory body to make any disclosure that is prohibited or otherwise constrained by the non-disclosure requirements herein, Participant will provide the Company with prompt notice of such request so that the Company may seek an appropriate protective order or other appropriate remedy. Subject to the foregoing, the Participant may furnish only that portion of Confidential Information that the Participant is legally compelled to disclose, and take all reasonable and necessary measures to continue to protect the Company’s Confidential Information.
Further, Participant may disclose the terms and provisions of this Award Agreement as reasonably necessary to comply with the terms herein, to its legal and tax advisors, lenders, and banking institutions. Nothing in this Award Agreement prohibits Participant from engaging in any Protected Rights (as set forth in Section 21 below), without prior notice to or cooperation with the Company.
7.    Noncompetition. The Participant acknowledges and agrees with the Company that the Participant’s services to the Company are unique in nature and that the Company would be irreparably damaged if Participant were to provide or engage in Competitive Business Activity on behalf of any Competitor during the Restricted Period as defined below. Participant accordingly covenants and agrees that during the period commencing with the date of this Award Agreement and, (i) for Directors and Senior Directors in non-sales positions subject to this Award Agreement, ending on the date that is six (6) months following the termination of the



Participant’s employment with the Company for any reason, or (ii) for Vice Presidents, Senior Vice Presidents, and Executive Vice Presidents subject to this Award Agreement, as well as sales positions, ending on the date that is twelve (12) months following the termination of the Participant’s employment with Company for any reason (as applicable, the “Restricted Period”), the Participant shall not, during the Participant’s Restricted Period, either for himself or herself or for or through any other individual, corporation, partnership, joint venture or other entity, in any capacity: (i) engage or prepare to engage in any Competitive Business Activity, (ii) be employed by, consult for or otherwise provide services to any Competitor in a role that is the same or similar to any role the Participant held at any time during the last two years of the Participant’s employment with the Company, that is executive, managerial, operational or sales-oriented in nature, or in which the Participant could reasonably be expected to use or disclose Confidential Information, or (iii) own or have any direct or indirect interest in any Competitor, but excluding any passive investment made by the Participant in any public entity that is or includes a Competitor, provided such investment is not greater than 3% of market value of such public entity.
8.    Geographic Scope. The provisions of Section 7 shall apply to any city and county and state and province and territory and region and country and other jurisdiction that the Participant serviced or had responsibility for on behalf of the Company or for which the Participant had access to Confidential Information about through the Participant’s position and responsibilities at the Company during the two (2) years preceding the termination of the Participant’s employment (the “Restricted Territory”).
9.    Nonsolicitation of Restricted Customers. The Participant further covenants and agrees that during employment with the Company and for twelve (12) months following the termination of the Participant’s employment with the Company for any reason, the Participant shall not, either for himself or herself or for or through any other individual, corporation, partnership, joint venture or other entity, solicit, attempt to solicit, induce or attempt to induce, or call upon for purposes of offering Competitive Services to, any Restricted Customer of the Company or in any other way intentionally interfere with the relationship between any such Restricted Customer and the Company.
10.    Nonsolicitation of Restricted Employees, Agents or Business Partners. The Participant further covenants and agrees that during employment with the Company and for twelve (12) months following the termination of the Participant’s employment with the Company for any reason, the Participant shall not, either for himself or herself or for or through any other individual, corporation, partnership, joint venture or other entity, solicit or attempt to solicit for employment or hire any Restricted Employees, Agents or Business Partners of the Company, induce or attempt to induce any Restricted Employees, Agents or Business Partners of the Company to terminate his or her employment or association with the Company or in any way intentionally interfere with the relationship between any such Restricted Employee, Agent or Business Partner and the Company.
11.    Duty to Disclose Agreement and Report New Employer. The Participant acknowledges that the Company has a legitimate business purpose in the protection of its trade secrets and other Confidential Information, competitive position, methods of operation,



processes, products, procedures, customers, prospects and vendors. The Participant also recognizes and agrees that the Company has the right to such information as is reasonably necessary to inform the Company whether the terms of this Award Agreement are being complied with. Accordingly, Participant agrees that during Participant’s applicable Restricted Period as set forth in Section 7 (“Noncompetition”) following the Participant’s termination of employment for any reason, he/she will promptly and forthrightly provide any potential new employer or others with whom they may work or engage in any other business endeavor with a copy of this Award Agreement and notify them of his/her obligations contained herein prior to accepting such employment, work or other business endeavor. At least five (5) days prior to beginning such employment, work or other business endeavor, the Participant also agrees to provide the Company with the identity of his/her new employer(s) and a description of the services being provided by the Participant in sufficient detail to allow the Company to reasonably determine whether such activities fall within the scope of activities prohibited by the provisions of this Award Agreement.
12.    Nondisparagement. The Participant shall not, directly or indirectly, disparage the Company and/or communicate, either in writing or orally, any statement that bears negatively on the Company’s reputation, services, products, principals, customers, policies, shareholders, officers, directors, officials, executives, employees, agents, representatives, business or other legitimate interests of the Company. Nothing in this Section prevents the Participant from truthfully responding to a court order, subpoena or other legal process or engaging in any Protected Rights.
13.    Acknowledgments. The Participant acknowledges that the restrictions contained in this Award Agreement do not preclude the Participant from earning a livelihood, nor do they unreasonably impose limitations on the Participant’s ability to earn a living. The Participant agrees and acknowledges that the potential harm to the Company resulting from the non-enforcement of Sections 6 through 12 outweighs any potential harm to the Participant of the enforcement of such provisions by injunction or otherwise. The Participant acknowledges that the Participant has carefully read this Award Agreement and has given careful consideration to the restraints imposed upon the Participant by this Award Agreement and is in full agreement regarding their necessity for the reasonable and proper protection of the business goodwill and competitive positions of the Company now existing or to be developed in the future and that each and every restraint imposed by this Award Agreement is reasonable with respect to subject matter, time period and geographical area. Notwithstanding the foregoing or anything else to the contrary contained herein, in the event that the Participant is a party to an employment, retention, severance or other similar agreement with the Company (or a successor entity) that contains provisions that conflict with Sections 6 through 12, or the applicable definitions, the corresponding provisions of such employment, retention, severance or other similar agreement shall apply and control. Finally, Participant acknowledges that depending on the jurisdiction in which the Participant resides or works, Sections 6 through 12 and 29 (or other Section specified in the Addenda attached hereto) may be modified based on the jurisdiction-specific Addenda attached hereto.
14.    Certain Definitions. For purposes of this Award Agreement, the following definitions will apply:



(a)    “Company” as used in this Award Agreement with reference to employment shall include the Company and its subsidiaries and affiliates.
(b)    “Competitor” means any businesses or persons engaged in or preparing to engage in any Competitive Business Activity.
(c)    “Competitive Business Activity” means directly or indirectly developing, designing, manufacturing, distributing, providing, selling, marketing or offering any Competitive Services.
(d)    “Competitive Service” means any product or service that competes with, or is meant to compete with, any product or service developed, distributed, designed, marketed, offered or provided by the Company that is the same or substantially similar to the products and services developed, distributed, designed, marketed, offered or provided by the Company (or which the Company has taken material steps to develop, distribute, design, market, offer, or provide) that the Participant worked with, had responsibility for, or about which the Participant received or developed Confidential Information, during the twenty-four (24) month period preceding the date of termination of the Participant’s employment with the Company.
(e)    “employment” as used in Sections 6 through 12 means employment, engagement as a consultant or contractor, or any other service relationship, and the Participant acknowledges that the Participant’s transfer of employment from one affiliate to another of the Company or reclassification as a contractor or employee shall be deemed continuous employment for purposes of the restrictive covenants set forth in Sections 6 through 12.
(f)    “Participant,” when used under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Awards may be transferred in accordance with the Plan, shall be deemed to include such person or persons.
(g)    “Restricted Customer” means each and every customer with whom the Company has a present, anticipated or ongoing business relationship or with whom Company conducted business within the twelve (12) months immediately preceding the termination of the Participant’s employment and with whom the Participant, in the twenty-four (24) months preceding his or her termination with the Company, either had (i) material contact with as part of the Participant’s employment with Company; (ii) responsibility for soliciting or servicing its business on behalf of the Company or (iii) access to proprietary pricing, marketing, sales, or other Confidential Information with respect to such customer.
(h)    “Restricted Employee, Agent or Business Partner” means each and every individual who is, or was in the twelve (12) months prior to the termination of the Participant’s employment, an employee, consultant, agent, other service provider, or business partner of the Company and (i) with whom the Participant had supervisory or managerial responsibility over or material contact with in the course of the Participant



conducting business on behalf of the Company; or (ii) about whom the Participant had access to Confidential Information.
15.    Independent Legal Advice and Review Period. The Participant acknowledges that the Participant has received a copy and read this Award Agreement, that the Participant has at least 14 days to review it and is hereby advised to consult an attorney regarding its terms and conditions (at his/her expense), although the Participant may choose to execute before the expiration of 14 days. The Participant agrees that the Participant is executing this Award Agreement voluntarily and in good faith and agrees that the restrictions on competition set forth in this Award Agreement are reasonable and necessary for the protection of the Company’s business.
16.    Non-Transferability. The Awards are not transferable by the Participant except to Permitted Transferees in accordance with Section 14(b) of the Plan. Except as otherwise provided herein, no assignment or transfer of the Awards, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Awards shall terminate and become of no further effect.
17.    Rights as Stockholder; Additional Agreements. The Participant or a permitted transferee of the Awards shall have no rights as a stockholder with respect to any share of Common Stock underlying an Award unless and until the Participant shall have become the holder of record or the beneficial owner of such Common Stock and, subject to Section 12 of the Plan, no adjustment shall be made for dividends or distributions or other rights in respect of such share of Common Stock for which the record date is prior to the date upon which the Participant shall become the holder of record or the beneficial owner thereof. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, the Awards, or settlement of the Awards, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
18.    Tax Withholding. The provisions of Section 14(d) of the Plan are incorporated herein by reference and made a part hereof; provided, that the Committee may allow a withholding of shares in excess of the minimum required statutory liability if the Committee determines that such excess withholding would not result in adverse accounting consequences.
19.    Clawback/Repayment. All Awards granted under the Plan (or any successor plan), any shares of Common Stock or cash issued pursuant to an Award (including from dividend equivalent units), and any amount received with respect to any sale of any shares of Common Stock issued pursuant to an Award shall be and remain subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (1) any clawback, forfeiture or other similar policy adopted by the Board or the Committee and as in effect from time to time, and (2) applicable law, including, but not limited to, the applicable rules and regulations of the Securities and Exchange Commission and the NYSE or any other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted. In addition, if the Participant receives any amount in excess of the amount that the Participant should have otherwise received under the terms of the Awards for any reason (including, without limitation,



by reason of a financial restatement, mistake in calculations or other administrative error), the Committee may provide that the Participant shall be required to repay any such excess amount to the Company.
20.    Detrimental Activity. Notwithstanding anything to the contrary contained in the Plan, the Grant Notice or this Award Agreement, if the Participant has engaged or engages in any Detrimental Activity (as defined in the Plan) or otherwise has violated Sections 6 through 10 of this Award Agreement, the Committee may, in its sole discretion, (1) cancel any or all of the Awards, and (2) require the Participant to forfeit any amount or gain realized due to the vesting of such Awards, and to repay any such amount or gain promptly to the Company.
21.    Protected Rights. The Participant understands that nothing contained in this Award Agreement prevents or restricts the Participant from: (i) discussing or disclosing information about unlawful acts in the workplace, such as harassment, discrimination, retaliation, sexual assault, wage and hour violations or any other conduct that the Participant has reason to believe is unlawful; (ii) consulting with the Participant’s legal counsel; (iii) exercising any rights the Participant may have under Section 7 of the National Labor Relations Act or similar applicable law, such as the right to engage in concerted activity, including collective action or discussion concerning wages or working conditions; (iv) reporting possible violations of law or regulation to, file a charge or complaint with, or providing non-privileged information to the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any Inspector General, or any other federal, state or local governmental agency, commission, or regulator, any agency’s inspector general or attorney general, or law enforcement (collectively, “Government Agencies”). The Participant further understands that this Award Agreement does not limit the Participant’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. Pursuant to 18 U.S.C. § 1833(b), and as set forth fully therein, notice is hereby given that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. The activities set forth in this Section 21 are referred to herein as “Protected Rights”.
22.    Notice. Every notice or other communication relating to this Award Agreement between the Company and the Participant shall be in writing, and shall be mailed, transmitted or delivered to the party for whom it is intended at such physical or electronic (e-mail) address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed, transmitted or delivered to



the Company at its principal executive office, to the attention of the Company Secretary, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed or transmitted to the Participant at the Participant’s last known address or e-mail address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time.
23.    No Right to Continued Service. This Award Agreement does not confer upon the Participant any right to continue as an employee or service provider to the Company.
24.    Binding Effect. This Award Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto, each of the Company and its subsidiaries, and each of their respective Affiliates, shall have the right to enforce the provisions and obligations of this Award Agreement.
25.    Waiver and Amendments. Except as otherwise set forth in Section 13 of the Plan, any waiver, alteration, amendment or modification of any of the terms of this Award Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration, amendment or modification may be consented to on the Company’s behalf by the Committee. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.
26.    Severability. Participant understands and agrees that the provisions of this Award Agreement are severable so that if any part or portion of any of the Award Agreement, or the Sections contained herein, shall be held to be void, unenforceable or contrary to public policy, the remaining portion of the Award Agreement or Section shall remain in full force and effect.
27.    Enforceability and Remedies. The Participant acknowledges that in the event of breach or threatened breach of any of the provisions of Sections 6-10, monetary damages shall not constitute a sufficient remedy, and that the Company will be irreparably harmed without adequate remedy at law. Consequently, in the event of any such threatened or actual breach, the Company, in addition to other rights and remedies existing in its favor, may seek and obtain specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof, without the need to post bond or other security. Further, in the event that any term or provision of this Award Agreement is determined by a court or other adjudicative body to be unenforceable because of the duration or scope of such term or provision, then the duration or scope of such term or provision, as applicable, shall be reduced by the minimum extent necessary to be enforceable and such term or provision shall then be enforced, in its reduced form, according to the terms thereof. In the event that any term or provision of this Award Agreement is determined by a court or other adjudicative body to be unenforceable for any other reason, the illegality or invalidity of that term or provision shall not affect the enforceability of the remaining parts of this Award Agreement and the Award Agreement shall be construed and enforced as if the illegal or invalid term or provision had not been included.



28.    Legal Fees. In the event that the Company initiates litigation to enforce any provision of this Award Agreement, including but not limited to Sections 6-10, and is the prevailing party in such litigation or efforts to enforce, the Company shall be entitled to recover from the Participant reasonable legal fees and costs, including reasonable attorneys’ fees, incurred by the Company in connection with such litigation or efforts to enforce, in addition to any and all other rights and remedies.
29.    Governing Law. This Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Award Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Award Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware.
30.    Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Award Agreement, the Plan shall govern and control.
31.    Section 409A. It is intended that the Awards granted hereunder shall be exempt from Section 409A of the Code pursuant to the “short-term deferral” rule applicable to such section, as set forth in the regulations or other guidance published by the Internal Revenue Service thereunder. The certification by the Compensation Committee and payment with respect to the Awards will occur between January 1 and March 15 of the calendar year following the end of the Performance Period. The Company does not guarantee any particular tax effect with respect to the Awards.
32.    Successors and Assigns. The terms and provisions of the Plan shall inure to the benefit of the Company, its subsidiaries, affiliates, successors and assignees, or nominees and the Participant, Participant’s heirs, executors, and legal personal representative. Company may assign its rights under the Award Agreement to its subsidiaries, affiliates, successors and assignees, or nominees who will then have the right to enforce this Award Agreement. Participant’s obligations under the Plan shall survive any assignment, regardless of the manner of or reasons for such assignment, and more specifically, changes in the Participant’s terms and conditions of employment will not invalidate the covenants contained in Sections 6 through 10 herein.
*    *    *



JURISDICTION-SPECIFIC ADDENDA

The attached jurisdiction-specific addenda comprise additional country- and state-specific notices, disclaimers, and/or terms and conditions that apply to individuals who work or reside in the countries or states listed below and that may be material to the Participant’s participation in the Plan. Such notices, disclaimers, and/or terms and conditions may also apply, from the Grant Date, if the Participant moves to or otherwise is or becomes subject to the applicable laws or Company policies of the jurisdiction listed. Furthermore, the Participant acknowledges that the applicable laws of the country and/or state in which the Participant is residing or working at the time of grant, vesting and settlement of the Award or the sale of Common Stock received pursuant to the Award (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may subject the Participant to procedural or regulatory requirements. The Participant agrees that the Participant will be solely responsible for compliance with such requirements and will hold the Company and its Affiliates harmless for any non-compliance with such requirements. The Participant hereby agrees not to bring any claims against the Company or any of its Affiliates for any penalties or other adverse consequences to the Participant as a result of non-compliance with these laws and rules. In addition, because foreign exchange regulations and other local laws are subject to frequent change, the Participant is advised to seek advice from his or her own personal legal and tax advisor prior to accepting or settling an Award or holding or selling Common Stock acquired under the Plan. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s acceptance of the Award or participation in the Plan. Unless otherwise noted below, capitalized terms shall have the same meaning assigned to them under the Plan or the Award Agreement. These jurisdiction-specific addenda form part of the Award Agreement and should be read in conjunction with the Award Agreement and the Plan.

Securities Law Notice: Unless otherwise noted, neither the Company nor its Common Stock is registered with any local stock exchange or under the control of any local securities regulator outside the United States. The Award Agreement (of which these jurisdiction-specific addenda are a part), the Plan, and any other communications or materials that the Participant may receive regarding participation in the Plan do not constitute advertising or an offering of securities outside the United States, and the issuance of securities described in any Plan-related documents is not intended for public offering or circulation in the Participant’s jurisdiction.




AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN AUSTRALIA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Australia, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Securities Law Notice. Offers to Participants in Australia under the Plan (the “Offer”) are made under Division 1A of Part 7.12 of the Corporations Act 2001 (Cth). A copy of the Plan is available upon request and free of charge, within a reasonable period following your request, from hronline@transunion.com.

General Advice Only. Any advice given to the Participant in connection with the Offer is general advice only. It does not take into account the objectives, financial situation and needs of any particular person. No financial product advice is provided in the documentation relating to the Plan and nothing in the documentation should be taken to constitute a recommendation or statement of opinion that is intended to influence the Participant in making a decision to participate in the Plan. This means that the Participant should consider obtaining his or her own financial product advice from an independent person who is licensed by the ASIC to give such advice.

Australian Dollar Equivalents. The Award is issued for no consideration, meaning that the Participant will not have to pay anything to receive the Award or the underlying Common Stock. However, the Australia dollar equivalent of the current market price of the underlying shares subject to the Award may be determined by reference to the daily exchange rate published by the Reserve Bank of Australia on the relevant date. Note that the exchange rate may fluctuate, and the Australian dollar equivalent of the market price will depend on the then-current U.S. dollar/Australian dollar exchange rate.

Issue of Award. The Award will be issued for no consideration.

Settlement. Notwithstanding any discretion in the Plan or the Award Agreement to the contrary, settlement of the Award shall be in Common Stock and not, in whole or in part, in the form of cash.




AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN BRAZIL

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Brazil, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Notice of Private Offering. It is intended that the grant of Restricted Stock Units or Performance Share Units by the Company to the Participant under the Award Agreement shall not constitute a “public offering” in Brazil, as defined in CVM Ruling No. 160 of the Brazilian Securities Exchange Commission (CVM), dated July 13, 2022 and, therefore, prior registration with the relevant securities authorities in Brazil is not required.

Labor Law Policy and Acknowledgement. By accepting this award of Restricted Stock Units or Performance Share Units, the Participant acknowledges and agrees that (i) the benefits provided under the Grant Notice, Award Agreement and the Plan are the result of commercial transactions unrelated to the Participant’s employment and, also, are established voluntarily by TransUnion, with discretionary nature; (ii) the Grant Notice, Award Agreement and the Plan are not a part of the terms and conditions of the Participant’s employment and, therefore, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments, and in no event should they be considered as compensation for, or relating in any way to, past services for TransUnion or any Subsidiary or Affiliate of TransUnion; (iii) the income from the vesting of the Restricted Stock Units and Performance Share Units, if any, is not part of the Participant’s remuneration from employment; (iv) the Participant’s involvement in the Grant Notice, Award Agreement and the Plan shall not create a right to further employment with the Participant’s employer and shall not interfere with the ability of the TransUnion to terminate the Participant’s employment relationship at any time, for any or no reason to the extent permitted under applicable law; and (v) The Participant is voluntarily taking part in the Grant Notice, Award Agreement and the Plan.

Compliance with Applicable Law. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant agrees to comply with applicable Brazilian tax laws and to pay any and all applicable taxes, social insurance, payroll taxes, fringe benefits taxes, payment on account or others tax-related items associated with the vesting of the Restricted Stock Units or Performance Share Units, the receipt of dividends and/or the sale of shares of Common Stock acquired upon vesting and settlement of the Restricted Stock Units or Performance Share Units.




Finally, the Participant shall pay to TransUnion any amount of tax-related items that TransUnion may be required to withhold or account for as a result of the Participant’s involvement in the Plan that cannot be satisfied by the means previously described. TransUnion may refuse to issue or deliver the Restricted Stock Units or Performance Share Units if the Participant fails to comply with their obligations in connection with the tax-related items.

TransUnion and its Subsidiaries are not providing any tax, legal, or financial advice, nor are TransUnion and its Subsidiaries making any recommendations regarding the Participant’s involvement in the Plan or the Participant’s acquisition or sale of the underlying Restricted Stock Units or Performance Share Units. The Participant is hereby advised to consult with their own personal tax, legal, and financial advisors regarding their involvement in the Plan before taking any action related to the Plan.

Language Consent for Employees. The parties acknowledge that this Award Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. The Participant agrees and confirms that the Participant is fluent in the English language, and fully understands the terms of the Plan and this Award Agreement written in English.

Data Protection. The Participant acknowledges that, considering the effectiveness of the Law No. 13,709/2018 (Brazil General Data Protection Law), TransUnion may, at its sole discretion and based on the grounds of its legitimate interest, gather, collect, process, store, transfer and share the Participant’s personal information in order to comply with legal, regulatory and other obligations set forth in this Award Agreement. The Participant also acknowledges that TransUnion may transfer the Participant’s information or personal data internationally, using appropriate transfer mechanisms as permitted by the law.

Electronic Delivery. TransUnion may deliver any documents related to current or future participation in the Plan by electronic means. The Participant consents to receive those documents by electronic delivery and to participate in the Plan through any online or electronic system established and maintained by TransUnion or a third party designated by TransUnion



AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN CANADA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Canada, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Terms and Conditions

1.    Restricted Stock Units and Performance Share Units Settled in Cash or Shares Acquired in the Open Market Only. Notwithstanding anything to the contrary in the Plan, the Grant Notice or the Award Agreement, I understand that any Restricted Stock Units or Performance Share Units granted to me shall be paid in cash or by delivery of previously issued shares of the Company acquired in the open market.
2.    Settlement Date. Notwithstanding anything to the contrary in the Plan, the Grant Notice or the Award Agreement, any Restricted Stock Units or Performance Share Units will be settled no later than December 31 of the calendar year in which the vesting occurs.
3.    Termination. Notwithstanding any terms or conditions of the Plan or the Award Agreement to the contrary, in the event of the termination of the Participant’s employment with the Company Group, the right of the Participant to receive any unvested Award (and all shares of Common Stock, or cash, and any related dividend equivalents that may otherwise have been delivered or paid pursuant to such Award) will terminate effective as of the later of: (i) the date that the Participant actually ceases to perform services for the Company Group, as recorded by the Company Group; and (ii) the last day of the period during which the Participant is entitled to notice of termination only if and as required under applicable minimum employment standards legislation (the “Termination Date”). For greater certainty, the Termination Date shall be determined without reference to any statutory severance or any contractual or common law notice of termination of which the Participant is in receipt or may be eligible to receive at common law, pursuant to a contract, or otherwise; and no grants or damages in lieu thereof are payable with respect to any applicable statutory severance period or contractual or common law notice period. Notwithstanding the foregoing, in no event will a Participant receive less under the Award Agreement than that required by applicable minimum employment standards legislation. The Company Group reserves the right to terminate the employment of the Participant, regardless of the effect of such termination of employment on entitlements under the Award Agreement. The Participant hereby waives, and irrevocably releases each member of the Company Group from, any



claim or entitlement to compensation or damages that may arise from any forfeiture of Awards as a result of the cessation of vesting on the Termination Date.
4.    Voluntary Participation. The Participant hereby acknowledges that they have voluntarily agreed to participate in the Plan and to accept the Award evidenced by the Award Agreement.
The following provision will apply to residents of Quebec only:

5.    Language Consent. The parties acknowledge that it is their express wish that this Award Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente convention.

The following provision will apply to residents of Ontario only:
6.    Amendment to Noncompetition Covenant. Notwithstanding anything to the contrary in the Plan, the Grant Notice or the Award Agreement, with respect to any Participant who is a resident of the Province of Ontario and not a C-suite executive of the Company Group, Section 7 of the Award Agreement (Noncompetition) is hereby amended to provide that such Participant may, at any time after the termination of the Participant’s employment, participate in any Competitive Business Activity on behalf of a Competitor but, if such Competitive Business Activity on behalf of a Competitor occurs during the post-employment portion of the Restricted Period, such Competitive Business Activity shall be deemed Detrimental Activity under the Plan and be subject to the financial consequences set out in Section 14(x) of the Plan.

Notifications

Additional Restrictions on Resale. In addition to the restrictions on resale and transfer noted in the Plan and the Award Agreement, securities granted or purchased under the Plan may be subject to certain restrictions on resale imposed by Canadian provincial securities laws. You are encouraged to seek legal advice prior to any resale of such securities. In general, Participants resident in Canada may resell their securities in transactions carried out on exchanges outside of Canada.



AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN CHILE

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Chile, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Terms and Conditions

1.    Securities Notice: Neither TransUnion, Transunion Soluciones de Informacion Chile S.A., nor the Second Amended and Restated 2015 Omnibus Incentive Plan have been registered in the Registro de Valores (Securities Registry) or in the Registro de Valores Extranjeros (Foreign Securities Registry) of the Comisión para el Mercado Financiero de Chile (Chilean Commission for the Financial Market or “CMF”) and therefore, are not subject to the oversight of the CMF. The securities offered under the aforementioned incentive plan will be offered in Chile solely pursuant to Norma de Carácter General 336 (General Regulation No. 336) of the CMF, which constitutes an exception to the registration requirements applicable to the offering of securities. Since the shares are not registered, the issuer has no obligation under Chilean law to deliver public information in Chile in their respect. The shares will not be subject to a public offering in Chile unless they are registered in the Registro de Valores Extranjeros (Foreign Securities Registry) of the CMF. The commencement date of the offer is reflected in this agreement and other communications you have received.

2.    Employment Notice: The Participant understands that their participation under the Plan constitutes an employment benefit under their employment relationship with the Chilean TransUnion subsidiary: Transunion Soluciones de Informacion Chile S.A. and does therefore not imply the existence of any employment or similar relationship with TransUnion or its related entities abroad. For purposes of formally becoming a participant under the Plan, the Participant will additionally be required to sign an addendum to the employment contract with their local employment entity and will be also bound by the terms and conditions outlined in said addendum.

3.    Termination Definitions: For purposes of regulations regarding grounds for termination, the following definitions must be observed:

a)    Disability: A termination based on mutual agreement of the parties (Article 159 No.1 of the Chilean Labor Code), due to the Participant’s disability. For purposes of agreeing to this termination, a disability certificate issued by the competent authority must be exhibited.



b)    Death: Termination of the Participant’s employment based on the ground of death of the employee, regulated under Article 159 No.3 of the Chilean Labor Code.
c)    Cause: Any termination based on: (i) the grounds set forth under Article 160 of the Chilean Labor Code; or (ii) resignation of the Participant, as provided under Article 159 No.2 of the Chilean Labor Code.

4.    Constructive Termination: The “Constructive Termination” definitions and regulations are not applicable.

5.    Language: The Participant expressly acknowledges they are fluent in English and therefore duly understands the terms and conditions of the Plan and its documentation. Indeed, the Participant represents that they have experienced no damage or inconvenience based on the language in which the Plan documents are issued.

6.    Compliance with Applicable Tax Law: By accepting the award of Restricted Stock Units or Performance Share Units, the Participant agrees to comply with applicable Chilean tax laws and to pay any and all applicable taxes, social security contributions, payroll taxes, fringe benefits taxes, payment on account or others tax-related items associated with the vesting of the Restricted Stock Units or Performance Share Units, the receipt of dividends and/or the sale of shares of Common Stock acquired upon vesting and settlement of the Restricted Stock Units or Performance Share Units.

The Participant shall pay to TransUnion any amount of tax-related items that TransUnion may be required to withhold or account for as a result of the Participant’s involvement in the Plan that cannot be satisfied by the means previously described. TransUnion may refuse to issue or deliver the Restricted Stock Units or Performance Share Units if the Participant fails to comply with their obligations in connection with the tax-related items.

TransUnion and its Subsidiaries are not providing any tax, legal, or financial advice, nor are TransUnion and its Subsidiaries making any recommendations regarding the Participant’s involvement in the Plan or the Participant’s acquisition or sale of the underlying Restricted Stock Units or Performance Share Units. The Participant is hereby advised to consult with their own personal tax, legal, and financial advisors regarding their involvement in the Plan before taking any action related to the Plan.

7.    Foreign Exchange Reporting: The Participant understands that, due to their participation in the Plan, they might be required to report about the ownership of shares abroad or the existence of inward remittances to the Central Bank of Chile. The Participant should consult their personal advisor to ensure compliance with applicable reporting obligations.

8.    Governing Law: Section 29 of the Award Agreement is amended to substitute “Delaware” for “Chile” with respect to governing law, jurisdiction and venue.

9.    Section 31, “Section 409A”: This section is deleted because it has no legal relevance under Chilean employment law.





AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN COLOMBIA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Colombia, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Labor Law Policy and Acknowledgement. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges that pursuant to Article 128 of the Colombia Labor Code (modified by Article 15 of Law 50, 1990), equity awards granted pursuant to the Plan, the Grant Notice and the Award Agreement and any other related benefits derived from the Plan do not constitute a component of “salary” for any purposes; therefore, they will not be considered in the calculation of the amount of fringe benefits (if any), vacations, indemnification, any other labor payments and/or social security obligations and payroll tax contributions.

Exchange Control Information. Investments in assets located outside of Colombia (including Common Stock received following the vesting of Restricted Stock Units and Performance Share Units) are subject to registration by the Participant before the Central Bank of Colombia (Banco de la República). Further, upon the sale of any Common Stock that a Participant has registered with the Central Bank, the Participant must cancel the registration within six (6) months of the sale of such Common Stock. The Participant may be subject to fines for failure to cancel such registration with the Central Bank.

Tax Information. Upon the settlement of Restricted Stock Units and Performance Share Units, the Participant will recognize taxable income equivalent to the Fair Market Value of the shares at the time Restricted Stock Units and Performance Share Units are delivered or vested.

Taxable income recognized by the Participant will be subject to Withholding Tax by the Participant’s employer in the month in which the Restricted Stock Units and Performance Share Units are vested or delivered. Additionally, the taxable income will have to be included in the participant’s income tax return. Currently income tax rates for individuals are between 0% and 39%.

Assets held abroad by Colombian tax residents, including shares in foreign companies, are required to be reported to the Colombian Tax Authority (“DIAN” as per its acronym in Spanish). On a yearly basis, Form No. 160 (Statement of Foreign Assets) shall be filed indicating



information on assets held abroad as of January 1st of each year, such as the value of the assets and the jurisdiction in which they are located.

The value of the shares of Restricted Stock Units and Performance Share Units is also considered as a tax basis to calculate (i) any equity tax accrued in the future, and (ii) any taxable gain derived from the future sale of the shares of Restricted Stock Units and Performance Share Units.




AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS
ADDENDUM FOR PARTICIPANTS RESIDING IN COSTA RICA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Costa Rica, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 6, Nondisclosure of Confidential Information: Subject to the terms and conditions of this section, the employee shall acknowledges the confidential nature of the terms and conditions and should agrees that it shall not (i) disclose any of such Confidential Information to any person or entity, except to such Party’s affiliates, employees, advisors and other representatives who need to know the Confidential Information to assist such Party, or act on its behalf, to exercise its rights or perform its obligations under any Agreement or addendum, or (ii) use the Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this any agreement or addendum.
Section 7, Noncompetition: If non-competition is agreed after employment, a specific amount must be paid, which is normally not less than 50% of the salary for the term, and a geographic area will be delimited.

Section 9 and 10, Non solicitation. There is no regulation for non-solicitation and the only way to make it applicable would be if a material damage against the company is proven, but this would be done before a civil and not a labor Court.

Section 18, Tax withholding. When the employee decides to sell the stocks (if possible), we must consider the territoriality principle applied by the Costa Rican tax system. If the transaction is made within the United States Stock Exchange market, with shares of a foreign company, the earnings arising from such sale, would not be considered territorial income. It is important to consider whether the same "Fidelity" administrator will be the one that employees in Costa Rica would be using, since there could be taxes involved when being administered from the USA. If the shares sold are from the local company, in other words, a Costa Rican company, then the earnings would be subject to a 15% capital gain. If the employee is granted an amount of stocks or share units, they are subject to income tax payment. The amount paid would be defined by the value of the stocks.

Section 29, Governing Law. This Addendum shall be governed by and construed in accordance with the substantive laws of the Republic of Costa Rica, without regard to conflict of laws principles.

Section 31, Section 409A. This section was deleted because it has no legal relevance under Costa Rican labor law.




Additionally, the following must be considered:
1.    Payroll deductions for stock purchasing: To implement any payroll deductions, TransUnion in Costa Rica must obtain written consent directly from the employees, and it should clearly outline the percentage of the automatic payroll deduction and be signed by the employee as an expression of his/her voluntary acceptance.
Unlike in some other jurisdictions, applying a pre-tax to stock options in Costa Rica is not feasible due to legal requirements regarding mandatory deductions to the payroll. These deductions include Costa Rican Social Security contributions, income tax, pensions, and salary garnishments (where applicable), and after deducting these mandatory obligations, the remaining amount available to the employee must not be the minimum wage by law, since if after these deductions it turns out that the employee has a remainder equal to the minimum wage, no more deductions could be applied and therefore he/she could not participate in the purchase of stocks.

The minimum wage amount will depend on each job position, since in Costa Rica the minimum salary is determined according to each profession.

2.    Social Security and Tax implications of purchasing stocks: Neither the stocks purchased by the employees nor the profit after the sale in the United States Stock Exchange are considered as salary benefit for Costa Rican Social Security matters, therefore, Social Security contributions are not applicable.
As for tax matters, when an employee purchase company stocks with a discount, this discount must be considered as a gratuity, and therefore, it is subject to tax withholding, with no deduction whatsoever. If no discount is granted to the employee, then there are no tax implications at the time of the purchase.




AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN FRANCE

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who is resident in France for French tax purposes and/or subject to the French social security regime, having entered into this Award Agreement as of the date of grant specified above (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

WARNING: The contents of this document have not been reviewed by any regulatory authority in France. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

Consent to Receive Information in English. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant confirms having read and understood the Plan and the Award Agreement, which were provided in the English language. The Participant accepts the terms of those documents accordingly. En acceptant cette attribution de « Restricted Stock Units » ou de « Performance Share Units », le Participant confirme avoir lu et compris le Plan et ce Contrat d’Attribution, incluant tous leurs termes et conditions, qui lui ont été transmis en langue anglaise. Le Participant accepte les dispositions de ces documents en connaissance de cause.

Employment Law Policy and Acknowledgement. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges that (i) equity awards granted pursuant to the Plan, the Grant Notice and the Award Agreement and any other related benefits awards under the Plan are discretionary, (ii) the Plan, the Grant Notice and the Award Agreement are not a part of the terms and conditions of the Participant’s employment, and (iii) the income from the vesting of the Restricted Stock Units and Performance Share Units, if any, is not part of the Participant’s remuneration from employment and is not to be considered in valuing employment benefits or severance payable in the event of the termination of the Participant’s employment.

Award Not Tax-Qualified. The Award of Restricted Stock Units or Performance Share Units is not intended to qualify for the specific tax and social security treatment applicable to shares granted for no consideration under Sections L. 225-197-1 to L. 225-197-5 and Sections L. 22-10-59 et seq. of the French Commercial Code, as amended.

Foreign Ownership Reporting. The Participant is required to report all foreign accounts to the French tax authorities when filing his or her annual tax return.  The Participant should consult his or her personal advisor to ensure compliance with applicable reporting obligations.




Data Protection. By entering into this Award Agreement, the Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award Agreement and any other award grant materials by and among, as applicable, the Company and any Affiliate for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.
By entering into this Award Agreement, the Participant acknowledges that his or her personal data will be processed and disclosed as follows: by the Company, or any Affiliate employing the Participant as they are required to collect, process and utilise the personal information or other relevant information pertaining to the Participant for purposes directly relevant to the Award granted to the Participant, and to disclose or transfer such information to other Affiliates and, if necessary, a third party (including any broker, registrar or administrator) for the purpose of administering the Plan; by the Company or any Affiliate employing the Participant and any such third party so that they may utilise such information for the purpose of administering the Plan, provided that such information shall be kept confidential and shall not be used by any of them for any purposes not related to the administration of the Plan; by the Company or any Affiliate employing the Participant and any such third party (any of which may be located in the EU or outside of the EU) so that they may transfer the personal information or other relevant information pertaining to the Participant in the EU or outside of the EU for the purpose of administering the Plan (in which case the transfer shall be governed by “model contract clauses” or equivalent measures required under EU data protection laws); and by and to any future purchaser of the Company or any Affiliate employing the Participant, or any future purchaser of his or her respective undertakings or any parts thereof, for the purpose of administering the Plan and/or confirming the Participant’s entitlement to an Award and/or any Common Stock where such entitlement is relevant to the Award.

The Participant is expressly informed that the purposes described in this Award Agreement are necessary for the performance of the Plan or are otherwise necessary for the legitimate interests of the Company or any Affiliate employing the Participant in connection with the administration of the Plan. Should the Participant exercise data subject rights in relation to his or her personal data, such as the right of objection or erasure which entails that the required data can no longer be processed for the purposes of this Award Agreement, the Participant acknowledges that it may no longer be possible to administer the Plan in respect of the Participant. In that case the Awards may lapse and shall not be capable of vesting and the Participant shall be deemed to have waived (without any right to compensation) any right to Common Stock which is being held on his or her behalf.
The Participant shall be provided with the information regarding the following by the Company, the Board or any Affiliate employing the Participant to the extent that they are acting as controllers of the Participant’s personal data (save where the Participant already has the information): the purpose of the collection and use of the personal information or other relevant information pertaining to the Participant; the information to be collected and used; the period and method of retention and use of the personal information or other relevant information pertaining to the Participant; details of any third parties to whom his or her information is disclosed or transferred including the purpose of such disclosure or transfer and, where applicable, the



safeguards applied to any transfers of data outside of the EU; the rights of the Participant in respect of access to, rectification and deletion of his or her information and any related disadvantages; where applicable, the contact details of the Data Protection Officer of the relevant controller; and the right to complain to the relevant data protection supervisory authority.




AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN GERMANY

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Germany, having entered into this Award Agreement as of the date of grant specified above (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

WARNING: The contents of this document have not been reviewed by any regulatory authority in Germany. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

Employment Law Policy and Acknowledgement. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges that (i) equity awards granted pursuant to the Plan, the Grant Notice and the Award Agreement and any other related benefits awards under the Plan are discretionary, (ii) the Plan, the Grant Notice and the Award Agreement are not a part of the terms and conditions of the Participant’s employment; and (iii) the income from the vesting of the Restricted Stock Units and Performance Share Units, if any, is not part of the Participant’s remuneration from employment and is not to be considered in valuing employment benefits or severance payable in the event of the termination of the Participant’s employment.

Foreign Ownership Reporting. If the acquisition of Common Stock under the Plan leads to a so-called qualified participation at any point during the calendar year, the Participant will need to report the acquisition when the Participant files his/her tax return for the relevant year. A qualified participation is attained if (i) the value of the Common Stock acquired exceeds EUR 150,000 or (ii) in the unlikely event the Participant holds Common Stock exceeding 10% of TransUnion’s total Common Stock. However, if Common Stock is listed on a stock exchange recognized in the European Union or the European Economic Area or on any other foreign stock exchange recognized by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the Participant owns less than 1% of the total Common Stock, the EUR 150,000 threshold will not apply. A list of the foreign stock exchanges recognized by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) can be found on the Federal Financial Supervisory Authority’s website: www.bafin.de.

Exchange Control Information. Cross-border payments in excess of EUR 12,500 must be reported monthly to the German Federal Bank. The German Federal Bank no longer will accept reports in paper form and all reports must be filed electronically. The electronic “General Statistics Reporting Portal” (Allgemeines Meldeportal Statistik) can be accessed on the German Federal Bank’s website: www.bundesbank.de.




Data Protection. By entering into this Award Agreement, the Participant hereby acknowledges the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award Agreement and any other award grant materials by and among, as applicable, the Company and any Affiliate for the exclusive purpose of implementing, administering and managing the participant’s participation in the plan.
By entering into this Award Agreement, the Participant acknowledges that his or her personal data will be processed and disclosed as follows: by the Company, or any Affiliate employing the Participant as they are required to collect, process and utilise the personal information or other relevant information pertaining to the Participant for purposes directly relevant to the Award granted to the Participant, and to disclose or transfer such information to other Affiliates and, if necessary, a third party (including any broker, registrar or administrator) for the purpose of administering the Plan; by the Company or any Affiliate employing the Participant and any such third party so that they may utilise such information for the purpose of administering the Plan, provided that such information shall be kept confidential and shall not be used by any of them for any purposes not related to the administration of the Plan; by the Company or any Affiliate employing the Participant and any such third party (any of which may be located in the EU or outside of the EU) so that they may transfer the personal information or other relevant information pertaining to the Participant in the EU or outside of the EU for the purpose of administering the Plan (in which case the transfer shall be governed by “model contract clauses” or equivalent measures required under EU data protection laws); and by and to any future purchaser of the Company or any Affiliate employing the Participant, or any future purchaser of their respective undertakings or any parts thereof, for the purpose of administering the Plan and/or confirming the Participant’s entitlement to an Award and/or any Common Stock where such entitlement is relevant to Award.

The Participant is expressly informed that the purposes described in this Award Agreement are necessary for the performance of the Plan by the Company or any Affiliate employing the Participant in connection with the administration of the Plan. Should the Participant exercise data subject rights in relation to his or her personal data, such as the right of objection or erasure which entail that the required data can no longer be processed for the purposes of this Award Agreement, the Participant acknowledges that it may no longer be possible to administer the Plan in respect of the Participant. In that case the Awards may lapse and shall not be capable of vesting and the Participant shall be deemed to have waived (without any right to compensation) any right to Common Stock which are being held on his behalf.
The Participant shall be provided with the information regarding the following by the Company, the Board or any Affiliate employing the Participant to the extent that they are acting as controllers of the Participant’s personal data (save where the Participant already has the information): the purpose of the collection and use of the personal information or other relevant information pertaining to the Participant; the information to be collected and used; the period and method of retention and use of the personal information or other relevant information pertaining to the Participant; details of any third parties to whom their information is disclosed or transferred including the purpose of such disclosure or transfer and, where applicable, the safeguards applied to any transfers of data outside of the EU; the rights of the Participant in



respect of access to, rectification and deletion of their information and any related disadvantages; where applicable, the contact details of the Data Protection Officer of the relevant controller; and the right to complain to the relevant data protection supervisory authority.
Additional Tax Provisions. Each Participant who is either (i) resident for tax purposes in Germany or (ii) otherwise subject to German income tax and/or social security contributions in respect of the grant of or any earnings received from the Common Stock shall be obliged to notify his or her employing company (the “Employer”) of the grant, vesting, or settlement of the Awards and the Common Stock. The Employer shall, as foreseen under statutory law, have the authority and the right to deduct or withhold, or require the Participant to remit to the Employer, an amount sufficient to satisfy any Tax Liability required by law to be withheld including, without limitation, the authority to deduct such amounts from other compensation payable to the Participant by the Employer. If a Participant is resident for tax purposes in Germany, but not subject to German wage withholding tax (i.e. because the Participant receives income from self-employment), the Participant is – in deviation of Section 14(d) of the Plan and Section 18 of this Award Agreement – obliged to declare income from his or her self-employed activity in connection with the Company and/or its Affiliates in his or her individual income tax return at the time of the settlement of the Awards. The Participant shall indemnify and keep indemnified the Employer, the Company and any of its Affiliates from and against any liability for or obligation to pay any Tax Liability required by law to be withheld and/or paid with respect to any taxable event arising in connection with the Awards. “Tax Liability” shall mean any liability for VAT, income tax, withholding tax and any other employment related taxes in any jurisdiction, including but not limited to wage tax, solidarity surcharge, church tax or social insurance contributions in connection with the Awards. Additionally, the Participant agrees to comply with applicable German tax laws and to pay any and all applicable taxes associated with the receipt of dividends and/or the sale of shares of Common Stock acquired upon vesting and settlement of the Awards. The Participant understands that they may suffer adverse tax consequences as a result of the grant, vesting, or settlement of the Awards and the holding and/or the sale of Common Stock. The Participant represents that they have had the opportunity to consult with any tax consultants they deem advisable in connection with the Awards and that they are not relying on Company for any tax advice. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.







AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN GUATEMALA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Guatemala, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.
Concepts:

Retirement: Take into consideration that in Guatemala the retirement age is 60 years, however this is voluntary on the part of the worker.
Noncompetition. The Participant acknowledges and agrees with the Company that the Participant’s services to the Company are unique in nature and that the Company would be irreparably damaged if Participant were to provide or engage in Competitive Business Activity on behalf of any Competitor during the labor relationship.

Section 6, Nondisclosure of Confidential Information. The Participant's obligations not to disclose or use the Company's Confidential Information, including proprietary business information, is legally enforceable for an indefinite period.
Section 7, Noncompetition. Section 7 shall only apply if the Participant uses or discloses Company’s Confidential Information.

Section 9 and 10, Nonsolicitation. Sections 9 and 10 shall only apply if the Participant uses or discloses the Company’s Confidential Information.

Labor Law Policy and Acknowledgement. The Participant acknowledges that the Award is being granted by the Company on behalf of his or her employer a subsidiary within the Company Group. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges and agrees that this Award does not form part of the Participant’s employment or service agreement with the Company or any of its subsidiaries and does not amend or supplement any such agreement. The Participant hereby acknowledges and agrees that his or her participation in the Plan does not create a labor relationship with any other company within the Company Group different from his or her current employer. Participation in the Plan does not entitle the Participant to future benefits or payments of a similar nature or value and does not entitle the Participant to any compensation if the Participant loses his or her rights under the Plan because of termination of employment. Benefits or payments that the Participant may receive or be eligible for under the Plan will not be taken into consideration in determining the amount of any future benefits, payments or other entitlements that may be due to the Participant (including in cases of termination of employment). The



Participant hereby acknowledges that equity awards granted pursuant to the Plan, the Grant Notice and the Award Agreement and any other related benefits derived from the Plan do not constitute a component of “salary” for any purposes; therefore, they will not be considered in the calculation of the amount of labor benefits (if any), vacations, severance, annual bonus, Christmas bonus or any other labor payments and/or social security obligations.
Consent to receive, know and understand information in English. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant confirms having read and understood the Plan and the Award Agreement, which were provided in the English language. The Participant accepts the terms of those documents accordingly. / Consentimiento de recibir, conocer y entender la información en inglés. Al aceptar la adjudicación de Unidades de Acciones Restringidas o Unidades de Acciones de Rendimiento, el Participante confirma haber leído y comprendido el Plan y el Acuerdo de Adjudicación, que se facilitaron en lengua inglesa. En consecuencia, el Participante acepta los términos de dichos documentos.
Tax Information. Upon the settlement of Restricted Stock Units and Performance Share Units, the Participant will recognize taxable income equivalent to the Fair Market Value of the shares at the time the respective shares of Common Stock are delivered. The recognized income will be subject to withholding Income Tax by the Participant’s employer.




AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN HONG KONG

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Hong Kong, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

The Restricted Stock Units and Performance Share Units and the shares of Common Stock underlying such Restricted Stock Units and Performance Share Units do not constitute a public offering of securities under Hong Kong law and are available only to the Participants of the Plan. The Participant should be aware that the contents of the Award Agreement, including this Addendum, the Grant Notice, the Plan and other incidental communication materials, have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities within the meanings under the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures Ordinance or other applicable securities legislation in Hong Kong. The Restricted Stock Units and Performance Share Units are intended only for the personal use of each eligible employee of the Company or any Subsidiary and may not be distributed to any other person. The Company specifically intends that none of the Restricted Stock Units, the Performance Share Units and the Plan will be considered or deemed an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.





AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN INDIA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in India, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Labor Law Policy and Acknowledgement. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges that equity awards granted pursuant to the Plan, the Grant Notice and the Award Agreement and any other related benefits awards under the Plan are discretionary and are not to be considered in valuing employment benefits or severance payable in the event of the Participant’s termination of employment.

Data Privacy. By accepting the award of Restricted Stock Units or Performance Share Units:

(1)    The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in the Award Agreement by and among, as applicable, the Company and any of its Subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.
(2)    The Participant understands that the Company and any Subsidiary will only hold the following personal data, namely, the Participant’s name, home address and telephone number, date of birth, identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock Units and Performance Share Units or any other entitlement to shares awarded, canceled, vested, unvested or outstanding in the Participant’s favor (“Data”), for the purpose of implementing, administering and managing the Plan.
(3)    The Participant understands that Data may be transferred to a third-party stock plan service provider, as may be selected by the Company from time to time, which may assist in the implementation, administration and management of the Plan. The Participant understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipient country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the Company, the third-party stock plan service provider and other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data,



in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the shares of Common Stock received upon vesting of the Restricted Stock Units and Performance Share Units may be deposited. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting his or her local human resources representative. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if he or she later seeks to revoke consent, the Participant’s employment status or service with the Participant’s employer will not be adversely affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant Restricted Stock Units or Performance Share Units or other equity awards to the Participant or administer or maintain such awards.
Responsibility for Taxes and Tax Withholding Obligations. This provision supplements Section 18 of the Award Agreement and Section 14(d) of the Plan: Without limiting the Company’s and its Affiliates’ authority to satisfy their withholding obligations for taxes as set forth in Section 18 of the Award Agreement and Section 14(d) of the Plan, in accepting the Award of Restricted Stock Units or Performance Share Units, the Participant authorizes the Company and/or its applicable Affiliate to withhold shares of Common Stock otherwise deliverable to the Participant upon allotment/ issuance to satisfy any required tax withholding, regardless of whether the Company or its Affiliate has an obligation to withhold such amounts.



AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN IRELAND

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (”TransUnion”) and the above-named employee who resides in Ireland, having entered into this Award Agreement as of the date of grant specified above (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

WARNING: The contents of this document have not been reviewed by any regulatory authority in Ireland. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

Income Tax, Pay Related Social Insurance and Universal Social Charge: Where the Participant is tax resident in Ireland on the vesting date and/or is a director of any Irish member of the Company Group, the Participant hereby agrees to indemnify the Company and any Affiliate in respect of any Irish income tax, employee Pay Related Social Insurance (PRSI) (but, for the avoidance of doubt, not employer PRSI), Universal Social Charge and any other relevant statutory deductions, withholdings or payments that the Company and/or any Affiliate is required to make or pay on as a matter of Irish law in relation to any Award under the Plan and agrees (without limitation) that Section 14(d) of the Plan shall apply in respect of the collection of such taxes and the satisfaction of the obligations of the Company or any Affiliate in respect of the same.

Employment Law Policy and Acknowledgement. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges that (i) equity awards granted pursuant to the Plan, the Grant Notice and the Award Agreement and any other related benefits awards under the Plan are discretionary, (ii) the Plan, the Grant Notice and the Award Agreement are not a part of the terms and conditions of the Participant’s employment; (iii) the income from the vesting of the Restricted Stock Units and Performance Share Units, if any, is not part of the Participant’s remuneration from employment, is not to be considered in valuing employment benefits or severance payable in the event of the Participant’s termination of employment and is not pensionable; and (iv) the rights or opportunity granted to the Participant on the grant of the Restricted Stock Units or Performance Share Units shall not give the Participant any rights or additional rights in respect of any pension scheme operated by the Company or any Affiliate. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges, agrees and consents to any deductions that may be made having regard for the provisions of the Plan, the Grant Notice and the Award Agreement for the purposes of the Payment of Wages Act 1991 (as amended).

Enforceable Restrictions. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges and agrees that it is intended that the restrictions



contained in Sections 6 through 10 of the Award Agreement are fully enforceable. Having regard to this intention, if a Court of competent jurisdiction determines that these restrictions are not enforceable (in whole or in part), the Participant acknowledges and agrees that each outstanding and unvested Award of Restricted Stock Units and Performance Share Units granted to such Participant shall immediately terminate and be forfeited without any consideration.

Data Protection.
By entering into this Award Agreement, the Participant acknowledges that his or her personal data will be processed and disclosed as follows: by the Company, or any Affiliate employing the Participant as they are required to collect, process and utilise the personal information or other relevant information pertaining to the Participant for purposes directly relevant to the Award granted to the Participant, and to disclose or transfer such information to other Affiliates and, if necessary, a third party (including any broker, registrar or administrator) for the purpose of administering the Plan; by the Company or any Affiliate employing the Participant and any such third party so that they may utilise such information for the purpose of administering the Plan, provided that such information shall be kept confidential and shall not be used by any of them for any purposes not related to the administration of the Plan; by the Company or any Affiliate employing the Participant and any such third party (any of which may be located in the EU or outside of the EU) so that they may transfer the personal information or other relevant information pertaining to the Participant in the EU or outside of the EU for the purpose of administering the Plan (in which case the transfer shall be governed by “model contract clauses” or equivalent measures required under EU data protection laws); and by and to any future purchaser of the Company or any Affiliate employing the Participant, or any future purchaser of their respective undertakings or any parts thereof, for the purpose of administering the Plan and/or confirming the Participant’s entitlement to an Award and/or any Common Stock where such entitlement is relevant to Award.

By entering into this Award Agreement, the Participant acknowledges that the purposes described in this Award Agreement are necessary for the performance of the Plan or are otherwise necessary for the legitimate interests of the Company or any Affiliate employing the Participant in connection with the administration of the Plan. Should the Participant exercise any data subject rights in relation to his or her personal data, such as the right of objection or erasure, the Participant acknowledges that it may no longer be possible to administer the Plan in respect of the Participant. In that case the Awards may lapse and shall not be capable of vesting and the Participant shall be deemed to have waived (without any right to compensation) any right to Common Stock which are being held on his behalf.
The Participant shall be provided with the information regarding the following by the Company, the Board or any Affiliate employing the Participant to the extent that they are acting as controllers of the Participant’s personal data (save where the Participant already has the information): the purpose of the collection and use of the personal information or other relevant information pertaining to the Participant; the information to be collected and used; the period and method of retention and use of the personal information or other relevant information pertaining to the Participant; details of any third parties to whom their information is disclosed or



transferred including the purpose of such disclosure or transfer and, where applicable, the safeguards applied to any transfers of data outside of the EU; the rights of the Participant in respect of access to, rectification and deletion of their information and any related disadvantages; where applicable, the contact details of the Data Protection Officer of the relevant controller; and the right to complain to the relevant data protection supervisory authority.





AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN KENYA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Kenya, having entered into this Award Agreement as of the date of grant specified above (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Notice of No Guarantee of Continued Employment. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges and agrees that the benefits under the Plan are separate and distinct from the Participant’s contract of employment and do not form part of the terms and conditions of the Participant’s employment, and that nothing in the Plan will prevent the Participant’s employer from terminating his or her employment in accordance with the terms of the Participant’s employment arrangement.




AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN MEXICO

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Mexico, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

The provisions of Sections 6-10 of the Award Agreement shall also apply to the above-named employee mutatis mutandis to his or her relationship with their current employer within the Company Group, to the maximum extent permitted by applicable Law.

Labor Matters and Acknowledgement. The Participant acknowledges that the Award is being granted by the Company on behalf of his or her employer a subsidiary within the Company Group. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges and agrees that this Award does not form part of the Participant’s employment or service agreement with the Company or any of its subsidiaries and does not amend or supplement any such agreement. The Participant hereby acknowledges and agrees that his or her participation in the Plan does not create a labor relationship with any other company within the Company Group different from his or her current employer. Participation in the Plan does not entitle the Participant to future benefits or payments of a similar nature or value and does not entitle the Participant to any compensation in the event that the Participant loses his or her rights under the Plan as a result of termination of employment. Benefits or payments that the Participant may receive or be eligible for under the Plan will not be taken into consideration in determining the amount of any future benefits, payments or other entitlements that may be due to the Participant (including in cases of termination of employment).

The Participant hereby acknowledges and certifies that (i) the Participant is fully aware of and understands the terms and conditions of the Plan, the Grant Notice and the Award Agreement, (ii) the Participant completely and voluntarily agrees to such terms and conditions, (iii) the Participant has been furnished with all relevant information and materials on the Company’s operations and financial condition, (iv) the Participant has read and understood such information and materials, (v) such information and materials are sufficient and have enabled the Participant to make an informed decision to invest in the shares offered, (vi) neither an Award nor the participation of the Participant in the Plan grant any right for claims against the employer subsidiary of the Company, and (vii) the Award is not part of the Participant’s contractual salary payable by the employer subsidiary of the Company.

Data Privacy Notice. By accepting the award of Restricted Stock Units or Performance Share Units:




(1)    The Participant hereby explicitly and unambiguously consents to the collection, use, treatment, and transfer, in electronic or other form, of his or her personal data as described in the Award Agreement, including his or her financial information, by and among, as applicable, the Company and any of its subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.
(2)    The Participant hereby explicitly and unambiguously agrees that the collection, use, treatment, and transfer, in electronic or other form, of his or her Data during the Participant’s participation in the Plan, is required for the exercise of rights and fulfilment of obligations under the Plan.
(3)    The Participant understands that the Company and any subsidiary may collect, hold and treat the following personal information about the Participant: name, home address and telephone number, date of birth, identification number (e.g., resident registration number), salary, tax-related information (e.g., taxpayer status, taxpayer registry number), nationality, job title, information related to the Participant’s banking and/or brokerage accounts, any shares of stock or directorships held in the Company, details of all Restricted Stock Units and Performance Share Units or any other entitlement to shares awarded, canceled, vested, unvested or outstanding in the Participant’s favor (“Data”), for the purpose of implementing, administering and managing the Plan.
(4)    The Participant understands that Data may be transferred to a third-party stock plan service provider, as may be selected by the Company from time to time, which may assist in the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipient country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the Company, the third-party stock plan service provider and other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain, treat and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the shares of Common Stock received upon vesting of the Restricted Stock Units and Performance Share Units may be deposited. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary updates, amendments or corrections to Data or refuse or withdraw the consents herein, request the cancellation or deletion of Data, or oppose the treatment of Data, in any case without cost, by contacting the person responsible for the treatment of Data identified below. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if



he or she later seeks to revoke consent, the Participant’s employment status or service with the Participant’s employer will not be adversely affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant Restricted Stock Units or Performance Share Units or other equity awards to the Participant or administer or maintain such awards.
(5)    The Participant hereby explicitly and unambiguously understands and agrees that his or her rights to request the cancellation or deletion of Data, or oppose the treatment of Data may be limited by the provisions of applicable privacy laws, including, but not limited to, articles 25 and 26 of Mexico’s Federal Law for the Protection of Personal Data (Ley Federal de Protección de Datos Personales en Posesión de Particulares).
(6)    Address and identity of the person responsible for the treatment of Data: TransUnion, Attn: Privacy Department, 555 West Adams Street, Chicago, Illinois 60661.
(7)    The Participant may exercise the rights described hereinabove by submitting a request duly signed and addressed to the area of privacy personal data of the Company to the Company’s address provided in number (5) above, or to the following e-mail address: Privacy@transunion.com. The request must include the Participant’s name and address, an e-mail address or any other means to receive notifications and communications, a clear and precise description of the rights which exercise is requested and the Data related to such exercise, and must be accompanied by the necessary documents to prove the identity of the Participant through official ID, as well as any other documents deemed necessary for the exercise of such rights or the identification of the relevant Data. The Company will issue a decision within the twenty (20) business days from the date the request was submitted. If the request is granted, the decision will be effective within the fifteen (15) business days following the date the decision is notified. If appropriate, the Company will attach the necessary documents with the information or personal data in its possession. The abovementioned terms may be extended for an equal period under appropriate circumstances. For more information please contact the area of privacy of personal data by sending an email to Privacy@transunion.com.
The Company reserves the right to amend at any time this privacy policy notice, and notify the Participant through e-mail of such amendments. All amended terms will automatically take effect ten (10) days after the Company provides notice of the amendments.

(8)    By executing the Grant Notice and/or the Award Agreement, Participant acknowledges the reception of this Data Privacy Notice.

Nonsolicitation of Restricted Customers. Section 9 shall apply only to the Participant’s activities relating to any Restricted Customer of the Company located within the Geographic Scope set forth in Section 8.




Nonsolicitation of Restricted Employees, Agents, or Business Partners. Section 10 shall apply only to the Participant’s activities relating to any Restricted Employees, Agents, or current or prospective Business Partners of the Company located within the Geographic Scope set forth in Section 8.

Securities Law Information. The shares of Common Stock have not been, and will not be, registered in the National Securities Registry (Registro Nacional de Valores) maintained by the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) and will not be and cannot be offered or sold in Mexico without the authorization of the National Banking and Securities Commission unless offered or sold through a private offer pursuant to the exceptions set forth in article 8th of the Mexican Securities Market Law (Ley del Mercado de Valores) and other applicable provisions. An Award under the Plan does not constitute a public offering in Mexico, falls within the provisions article 8th of the Mexican Securities Market Law, and, therefore, it is not subject to registration with the National Banking and Securities Commission or any other Mexican regulatory authorities.

Governing Law. The Award Agreement and the Grant Notice shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Award Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Award Agreement, the Grant Notice or the Plan, the parties hereto hereby submit to the exclusive jurisdiction of and venue in the courts of Delaware and hereby expressly and irrevocable waive any other venue or jurisdiction that could be applicable by virtue of their present or future domiciles or any other reason.



AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN PHILIPPINES

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in the Philippines, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Labor Law Policy and Acknowledgement. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges and agrees that this award does not form part of the Participant’s employment or service agreement with the Company or any of its subsidiaries and does not amend or supplement any such agreement. Participation in the Plan does not entitle the Participant to future benefits or payments of a similar nature or value and does not entitle the Participant to any compensation in the event that the Participant loses his or her rights under the Plan as a result of termination of employment. Benefits or payments that the Participant may receive or be eligible for under the Plan will not be taken into consideration in determining the amount of any future benefits, payments or other entitlements that may be due to the Participant (including in cases of termination of employment).

The Participant hereby acknowledges and certifies that (i) the Participant is fully aware of and understands the terms and conditions of the Plan, the Grant Notice and the Award Agreement, (ii) the Participant completely and voluntarily agrees to such terms and conditions, (iii) the Participant has been furnished with all relevant information and materials on the Company’s operations and financial condition, (iv) the Participant has read and understood such information and materials, and (v) such information and materials are sufficient and have enabled the Participant to make an informed decision to invest in the shares offered.

Data Privacy. By accepting the award of Restricted Stock Units or Performance Share Units:

(1)    The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in the Award Agreement by and among, as applicable, the Company and any of its subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.
(2)    The Participant understands that the Company and any subsidiary may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock Units and Performance Share Units or any other entitlement to shares awarded, canceled, vested, unvested or



outstanding in the Participant’s favor (“Data”), for the purpose of implementing, administering and managing the Plan.
(3)    The Participant understands that Data may be transferred to a third-party stock plan service provider, as may be selected by the Company from time to time, which may assist in the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipient country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the Company, the third-party stock plan service provider and other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the shares of Common Stock received upon vesting of the Restricted Stock Units and Performance Share Units may be deposited. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting his or her local human resources representative. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if he or she later seeks to revoke consent, the Participant’s employment status or service with the Participant’s employer will not be adversely affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant Restricted Stock Units or Performance Share Units or other equity awards to the Participant or administer or maintain such awards.
Taxes and Tax Withholding Obligations. In accepting the Award of Restricted Stock Units or Performance Share Units, the Participant acknowledges that any gain equivalent to the book value or fair market value of the shares (whichever is higher) at the time of settlement is considered additional compensation income under Philippine law and will be subject to the graduated income tax rates depending on the Participant’s income bracket, and to withholding tax on compensation. The Participant hereby authorizes his or her employer to withhold the applicable tax upon settlement to satisfy any required tax withholding.
Securities Notice. The Award is subject to the Philippine Securities and Exchange Commission’s approval of the application for confirmation of exempt transaction under the Philippine Securities Regulation Code and its Implementing Rules and Regulations. No Award shall be effective unless and until the Philippine Securities and Exchange Commission approves such application.



THE SECURITIES BEING OFFERED OR SOLD HEREIN HAVE NOT BEEN REGISTERED WITH THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION (“SEC”) UNDER THE PHILIPPINE SECURITIES REGULATION CODE(“SRC”) AND ARE SUBJECT TO THE SEC’S CONFIRMATION THAT THE TRANSACTION QUALIFIES AS AN EXEMPT TRANSACTION. ANY SUBSEQUENT. ANY SUBSEQUENT OFFER OR SALE THEREOF IN THE PHILIPPINES SHALL BE SUBJECT TO THE REGISTRATION REQUIREMENTS UNDER THE SRC, UNLESS SUCH SUBSEQUENT OFFER OR SALE LIKEWISE QUALIFIES AS, OR HAS BEEN CONFIRMED AS, AN EXEMPT TRANSACTION PURSUANT TO SECTION 10 OF THE SRC.



AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN PUERTO RICO

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Puerto Rico, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Terms and Conditions

1.    Noncompetition. The Participant acknowledges and agrees with the Company that the Participant’s services to the Company are unique in nature and that the Company would be irreparably damaged if Participant were to provide or engage in Competitive Business Activity on behalf of any Competitor during the Restricted Period as defined below. Participant accordingly covenants and agrees with the Company that during the period commencing with the date of this Award Agreement and, (i) for Directors and Senior Directors in non-sales positions subject to this Award Agreement, ending on the date that is six (6) months following the termination of the Participant’s employment with the Company for any reason, or (ii) for Vice Presidents, Senior Vice Presidents, and Executive Vice Presidents subject to this Award Agreement, as well as sales positions for all other positions, ending on the date that is twelve (12) months following the termination of the Participant’s employment with Company for any reason (as applicable, the “Restricted Period”), the Participant shall not, during the Participant’s Restricted Period, directly or indirectly, either for himself or herself or for any other individual, corporation, partnership, joint venture or other entity, participate in any Competitive Business Activity on behalf of any Competitor. For purposes of this Award Agreement, the term “participate in” (with the term “participating in” having a correlative meaning with the foregoing) shall include, without limitation, being employed by, consulting for, having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture or other business entity (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise) in the same or a similar capacity to that in which participant is employed by the Company. The foregoing restrictions on the Participant are not applicable to any passive investment made by the Participant in any public entity that is or includes a Competitor, provided such investment is not greater than 3% of market value of such public entity.

2.    Geographic Scope. The provisions of Section 8 shall apply to any territory, region or geography in Puerto Rico that the Participant serviced or had responsibility for on behalf of the Company or for which the Participant had access to Confidential Information about



through the Participant’s position and responsibilities at the Company during the twelve (12) months preceding the termination of the Participant’s employment, or during the period from the date of this Award Agreement to the date of the termination of the Participant’s employment with the Company.

3.    Governing Law. This Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Award Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Award Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware.





AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN SOUTH AFRICA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in South Africa, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Notice of Private Offering. The information contained in the Plan, the Grant Notice and the Award Agreement is strictly private and confidential and for the attention of the addressee only. Any offer or invitation contained herein is open for acceptance by the addressee only and, as such, does not constitute an offer to the public as envisaged in Chapter 4 of the South African Companies Act, 2008 (the “Companies Act”). Consequently, the Plan, the Grant Notice and the Award Agreement have not been and are not required to be registered with the Companies and Intellectual Property Commission as a prospectus as contemplated in Chapter 4 of the Companies Act and does not constitute an “advertisement” as contemplated in Section 98 of the Companies Act.

Employment Law Policy and Acknowledgement. By accepting the award of Restricted Stock Units and/or Performance Share Units, the Participant acknowledges that (i) awards granted under the Plan, the Grant Notice, and the Award Agreement and any other related benefits thereunder are entirely discretionary; (ii) the Plan, the Grant Notice, and the Award Agreement do not form part of the Participant’s terms and conditions of employment; and (iii) the income or value from the vesting of the Restricted Stock Units and Performance Share Units shall not form part of the Participant’s remuneration for purposes of calculating any annual leave, severance pay, and notice pay due to the Participant in law, any employment policy, or their contract of employment.

Termination for Cause. Without derogating from the definition of “Cause” in the Plan, and unless otherwise determined by the Committee, a termination for Cause shall also include termination of a Participant’s employment by reason of the Participant’s (i) gross misconduct; (ii) poor work performance; and/or (iii) resignation where it does not amount to a Constructive Termination.

Data Protection. By entering into this Award Agreement, the Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal information as described in this Award Agreement and any other award grant materials by and among, as applicable, the Company and any Affiliate for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.



By entering into this Award Agreement, the Participant acknowledges that his or her personal information will be processed and disclosed as follows: by the Company, or any Affiliate employing the Participant as they are required to collect, process and utilise the personal information or other relevant information pertaining to the Participant for purposes directly relevant to the Award granted to the Participant, and to disclose or transfer such information to other Affiliates and, if necessary, a third party (including any broker, registrar or administrator) for the purpose of administering the Plan; by the Company or any Affiliate employing the Participant and any such third party so that they may require such information for the purpose of administering the Plan, provided that such information shall be kept confidential and shall not be used by any of them for any purposes not related to the administration of the Plan; by the Company or any Affiliate employing the Participant and any such third party (any of which may be located in South Africa or outside of South Africa so that they may transfer the personal information or other relevant information pertaining to the Participant in South Africa or outside of South Africa for the purpose of administering the Plan (in which case the transfer shall be governed by “model contract clauses” or equivalent measures ensuring an adequate level of protection as required under South African data protection laws); and by and to any future purchaser of the Company or any Affiliate employing the Participant, or any future purchaser of their respective undertakings or any parts thereof, for the purpose of administering the Plan and/or confirming the Participant’s entitlement to an Award and/or any Restricted Stock Units and Performance Share Units where such entitlement is relevant to Award.

By entering into this Award Agreement, the Participant acknowledges that the purposes described in this Award Agreement are necessary for the performance of the Plan or are otherwise necessary for pursuing the legitimate interests of the Company or any Affiliate employing the Participant in connection with the administration of the Plan. Should the Participant exercise any data subject rights in relation to his or her personal information, such as the right of objection or deletion, the Participant acknowledges that it may no longer be possible to administer the Plan in respect of the Participant. In that case the Awards may lapse and shall not be capable of vesting and the Participant shall be deemed to have waived (without any right to compensation) any right to Restricted Stock Units and Performance Share Units which are being held on his behalf.



AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN SPAIN

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Spain, having entered into this Award Agreement as of the date of grant specified above (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 2, Termination of Employment. Notwithstanding anything to the contrary in the Plan, the Grant Notice or the Award Agreement, Section 2(b) of the Grant Notice (regarding prorated vesting of Restricted Stock Units or Performance Share Units upon the Participant’s Retirement) is hereby revised to delete the requirement that the Participant must execute a general release and waiver of claims in a form and manner determined by the Company.

Consent to Receive Information in English. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant confirms having read and understood the Plan and the Award Agreement, which were provided in the English language. The Participant accepts the terms of those documents accordingly. Al aceptar esta adjudicación gratuita de acciones, confirma que ha leído y comprendido el Plan y el presente Acuerdo, incluidos todos sus términos y condiciones, que se han facilitado en lengua inglesa. Usted acepta las disposiciones de estos documentos con pleno conocimiento del contenido de los mismos.

Employment Law Policy and Acknowledgement. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges that (i) equity awards granted pursuant to the Plan, the Grant Notice and the Award Agreement and any other related benefits awards under the Plan are discretionary, and (ii) the Plan, the Grant Notice and the Award Agreement are not a part of the terms and conditions of the Participant’s employment.

Responsibility for Taxes and Tax Withholding Obligations. This provision supplements Section 18 of the Award Agreement and Section 14(d) of the Plan: Without limiting the Company’s and its Affiliates’ authority to satisfy their withholding obligations for taxes as set forth in Section 18 of the Award Agreement and Section 14(d) of the Plan, in accepting the award of Restricted Stock Units or Performance Share Units, the Participant authorizes the Company and/or its applicable Affiliate to withhold shares of Common Stock otherwise deliverable to the Participant upon vesting or settlement to satisfy any required tax withholding, regardless of whether the Company or its Affiliate have an obligation to withhold such amounts.

Foreign Ownership Reporting. The Participant is required to report all foreign accounts (whether open, current or closed) to the Spanish tax authorities when filing his or her annual tax return.  The Participant should consult his or her personal advisor to ensure compliance with applicable reporting obligations.




Data Protection. By entering into this Award Agreement, the Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the participant’s personal data as described in this Award Agreement and any other award grant materials by and among, as applicable, the Company and any Affiliate for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.
By entering into this Award Agreement, the Participant acknowledges that his or her personal data will be processed and disclosed as follows: by the Company, or any Affiliate employing the Participant as they are required to collect, process and utilise the personal information or other relevant information pertaining to the Participant for purposes directly relevant to the Award granted to the Participant, and to disclose or transfer such information to other Affiliates and, if necessary, a third party (including any broker, registrar or administrator) for the purpose of administering the Plan; by the Company or any Affiliate employing the Participant and any such third party so that they may utilise such information for the purpose of administering the Plan, provided that such information shall be kept confidential and shall not be used by any of them for any purposes not related to the administration of the Plan; by the Company or any Affiliate employing the Participant and any such third party (any of which may be located in the EU or outside of the EU) so that they may transfer the personal information or other relevant information pertaining to the Participant in the EU or outside of the EU for the purpose of administering the Plan (in which case the transfer shall be governed by “model contract clauses” or equivalent measures required under EU data protection laws); and by and to any future purchaser of the Company or any Affiliate employing the Participant, or any future purchaser of their respective undertakings or any parts thereof, for the purpose of administering the Plan and/or confirming the Participant’s entitlement to an Award and/or any Common Stock where such entitlement is relevant to Award.

By entering into this Award Agreement, the Participant acknowledges that the purposes described in this Award Agreement are necessary for the performance of the Plan or are otherwise necessary for the legitimate interests of the Company or any Affiliate employing the Participant in connection with the administration of the Plan. Should the Participant exercise any data subject rights in relation to his or her personal data, such as the right of objection or erasure, the Participant acknowledges that it may no longer be possible to administer the Plan in respect of the Participant. In that case the Awards may lapse and shall not be capable of vesting and the Participant shall be deemed to have waived (without any right to compensation) any right to Common Stock which are being held on his behalf.



THE PARTICIPANT SHALL BE PROVIDED WITH THE INFORMATION REGARDING THE FOLLOWING BY THE COMPANY, THE BOARD OR ANY AFFILIATE EMPLOYING THE PARTICIPANT TO THE EXTENT THAT THEY ARE ACTING AS CONTROLLERS OF THE PARTICIPANT’S PERSONAL DATA (SAVE WHERE THE PARTICIPANT ALREADY HAS THE INFORMATION): THE PURPOSE OF THE COLLECTION AND USE OF THE PERSONAL INFORMATION OR OTHER RELEVANT INFORMATION PERTAINING TO THE PARTICIPANT; THE INFORMATION TO BE COLLECTED AND USED; THE PERIOD AND METHOD OF RETENTION AND USE OF THE PERSONAL INFORMATION OR OTHER RELEVANT INFORMATION PERTAINING TO THE PARTICIPANT; DETAILS OF ANY THIRD PARTIES TO WHOM THEIR INFORMATION IS DISCLOSED OR TRANSFERRED INCLUDING THE PURPOSE OF SUCH DISCLOSURE OR TRANSFER AND, WHERE APPLICABLE, THE SAFEGUARDS APPLIED TO ANY TRANSFERS OF DATA OUTSIDE OF THE EU; THE RIGHTS OF THE PARTICIPANT IN RESPECT OF ACCESS TO, RECTIFICATION AND DELETION OF THEIR INFORMATION AND ANY RELATED DISADVANTAGES; WHERE APPLICABLE, THE CONTACT DETAILS OF THE DATA PROTECTION OFFICER OF THE RELEVANT CONTROLLER; AND THE RIGHT TO COMPLAIN TO THE RELEVANT DATA PROTECTION SUPERVISORY AUTHORITY.




AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN THE UNITED KINGDOM

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in the United Kingdom, having entered into this Award Agreement as of the date of grant specified above (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

WARNING: The contents of this document have not been reviewed by any regulatory authority in the United Kingdom. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

Notice of Private Offering. The Award Agreement, including this Addendum, the Grant Notice, the Plan and other incidental communication materials do not constitute an offer or constitute any part of an offer to the public within the meaning of sections 85 and 102B of the Financial Services and Markets Act 2000 (as amended) (“FSMA”) or otherwise. Accordingly such documents and communications do not, and are not intended to, constitute a prospectus within the meaning of section 85 of FSMA and have not been drawn up in accordance with the prospectus rules of the United Kingdom Listing Authority (being the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA) made in accordance with section 73A of FSMA as amended from time to time pursuant to the Prospectus Regulation 2017 (EU 2017/1129) (which forms part of UK domestic law pursuant to the European Union (Withdrawal) Act 2018) or approved by or filed with the Financial Conduct Authority or any other competent authority.

Income Taxes and National Insurance Contributions.  The Participant hereby agrees to indemnify the Company and any member of the Company Group in respect of any income tax or employees' (but not employers') Class 1 National Insurance Contributions in relation to any Award under the Plan (including, without limitation, on the vesting of any Award) and agrees (without limitation) that Section 14(d) of the Plan shall apply in respect of the collection such taxes and the satisfaction of the obligations of the Company or any member of the Company Group in respect of the same.

If payment or withholding of the income tax in connection with the Restricted Stock Units or Performance Share Units is not made within ninety (90) days of the end of the UK tax year in which the income tax liability arises or such other period specified in Section 222(1)(c) of the UK Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Participant to the Company (or the employer of the Participant as the case may be), effective as of the Due Date. The Participant agrees that the loan will bear interest at the then current official rate of Her Majesty`s Revenue



and Customs (“HMRC”), it shall be immediately due and repayable, and the Company (or the employer of the Participant) may recover it at any time by any of the means referred to in Section 14(d) of the Plan or by deducting such amount out of wages or other cash compensation otherwise payable to the Participant by the Company and/or the Participant`s employer. Notwithstanding the foregoing, if the Participant is an officer or executive director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that the Participant is an officer or executive director and the full amount of any income tax arising in relation to any Award under the Plan (to the extent such income tax pertains to a “notional payment” as defined in Section 222(1)(a) of ITEPA) is not collected from or paid by the Participant within ninety (90) days after the end of the tax year in which the notional payment is treated as having been made (for the purposes of Section 222 of ITEPA), or such other period specified in Section 222(1)(c) of ITEPA, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and National Insurance contributions may be payable. The Participant acknowledges that the Company or the Employer may recover any such additional income tax and (to the extent permitted by law) National Insurance contributions at any time thereafter by any of the means referred to in this Agreement or the Plan.

Eligible Persons.  Notwithstanding anything to the contrary contained in the Plan, all employees, including employees employed on part-time or temporary basis, who provide services in the United Kingdom and are employed by a Group Company domiciled in the United Kingdom shall be treated as Eligible Persons under Section 6 of the Plan. Other Eligible Persons (including consultants or non-employee directors) who are not employees are not eligible to receive Restricted Stock Units or Performance Share Units under the Plan.

Employment Law Policy and Acknowledgement. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges that (i) equity awards granted pursuant to the Plan, the Grant Notice and the Award Agreement and any other related benefits awards under the Plan are discretionary, (ii) the Plan, the Grant Notice and the Award Agreement are not a part of the terms and conditions of the Participant’s employment; and (iii) the income from the vesting of the Restricted Stock Units and Performance Share Units, if any, is not part of the Participant’s remuneration from employment and is not to be considered in valuing employment benefits or severance payable in the event of the Participant’s termination of employment.

Data Privacy. By accepting the award of Restricted Stock Units or Performance Share Units:

(1)    The Participant hereby explicitly and unambiguously consents to the collection, use, processing and transfer, in electronic or other form, of his or her personal data as described in the Award Agreement by and among, as applicable, the Company and any of its Subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan and, where applicable, the Company’s legitimate interest of complying with contractual or statutory obligations to which it is subject.



(2)    The Participant understands that the Company and any Subsidiary may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, e-mail address, date of birth, social security number or equivalent, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock Units and Performance Share Units or any other entitlement to shares awarded, canceled, vested, unvested or outstanding in the Participant’s favor and any other personal information which could identify the Participant and is necessary for the administration of the Plan (“Data”), for the purpose of implementing, administering and managing the Plan.
(3)    The Participant understands that Data may be transferred to a third-party stock plan service provider, as may be selected by the Company from time to time, which may assist in the implementation, administration and management of the Plan. The Participant understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipient country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Company may also share anonymised information with other third parties, but only where the information cannot realistically be identified as relating to the Participant. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the Company, the third-party stock plan service provider and other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the shares of Common Stock received upon vesting of the Restricted Stock Units and Performance Share Units may be deposited. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting his or her local human resources representative. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if he or she later seeks to revoke consent, the Participant’s employment status or service with the Participant’s employer will not be adversely affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant Restricted Stock Units or Performance Share Units or other equity awards to the Participant or administer or maintain such awards.





AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN ZAMBIA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named employee who resides in Zambia, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Notice of No Guarantee of Continued Employment. By accepting the award of Restricted Stock Units or Performance Share Units, the Participant acknowledges and agrees that the benefits under the Plan are separate and distinct from the Participant’s contract of employment and do not form part of the terms and conditions of the Participant’s employment, and that nothing in the Plan will prevent the Participant’s employer from terminating his or her employment in accordance with the terms of the Participant’s employment arrangement.

Notice of Private Offering. This Award Agreement, including its Addendum, Grant Notice, Plan, and other related communication materials, does not constitute an offer to the public as defined under the Companies Act No. 10 of 2017 of Zambia. Accordingly, these documents and communications are not intended to constitute a prospectus as required for public offerings under the Securities Act No. 41 of 2016 of Zambia and have not been registered with or approved by the Securities and Exchange Commission.

Employment Law Policy and Acknowledgement. By accepting the award of Restricted Stock Units and/or Performance Share Units, the Participant acknowledges that (i) awards granted under the Plan, the Grant Notice, and the Award Agreement and any other related benefits thereunder are entirely discretionary; (ii) the Plan, the Grant Notice, and the Award Agreement do not form part of the Participant’s terms and conditions of employment; and (iii) the income or value from the vesting of the Restricted Stock Units and Performance Share Units shall not form part of the Participant’s remuneration for purposes of calculating any annual leave, severance pay, and notice pay due to the Participant in law, any employment policy, or their contract of employment.

Termination for Cause.In accordance with the Employment Code Act No. 3 of 2019, and unless otherwise determined by the Committee, a termination for cause includes termination of a Participant's employment due to the Participant's (i) gross misconduct inconsistent with the terms of the employment contract; (ii) habitual neglect of duties or substantial lack of performance; and/or (iii) resignation resulting from the employer's conduct that would entitle the Participant to claim constructive dismissal under Zambian law.

Data Protection. By entering into this Award Agreement, the Participant consents to the collection, processing, and transfer of their personal data by the Company and its Affiliates



exclusively for implementing, administering, and managing the Participant's involvement in the Plan. The Participant acknowledges that:
1.    Purpose of Data Processing: The Company and its Affiliates will process the Participant's personal data solely for purposes related to the administration of the Plan.
2.    Data Sharing and Confidentiality: Personal data may be shared with third parties (e.g., brokers, registrars, administrators) as necessary for Plan administration. All parties are obligated to maintain the confidentiality and security of the data and are prohibited from using it for unrelated purposes.
3.    Cross-Border Data Transfer: The Participant's personal data may be transferred to jurisdictions outside Zambia. Such transfers will comply with the Zambia Data Protection Act No. 3 of 2021, ensuring that standard contracts or intragroup schemes approved by the Data Protection Commissioner are in place to protect the data.
4.    Data Subject Rights: The Participant has the right to withdraw consent, access, correct, or object to the processing of their personal data. Exercising these rights may affect the Company's ability to administer the Participant's involvement in the Plan, potentially leading to the lapse of Awards without compensation.
5.    Data Retention: The Company will retain the Participant's personal data only as long as necessary for Plan administration and compliance with legal obligations.
6.    Data Security Measures: Appropriate technical and organizational measures will be implemented to protect the Participant's personal data against unauthorized access, loss, or destruction.
Income Taxes.  The Participant hereby agrees to indemnify the Company and any member of the Company Group in respect of any income tax in relation to any Award under the Plan (including, without limitation, on the vesting of any Award) and agrees (without limitation) that Section 14(d) of the Plan shall apply in respect of the collection of such taxes and the satisfaction of the obligations of the Company or any member of the Company Group in respect of the same.







AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN CALIFORNIA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of California, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition. Section 7 is amended to limit the definition of “Restricted Period” to the period commencing on the date of the Award Agreement and ending on the date Participant’s employment with the Company ends for any reason.
Section 9 and 10, Nonsolicitation. Sections 9 and 10 are amended to limit the period of restriction to the period commencing on the date of the Award Agreement and ending on the date Participant’s employment with the Company ends for any reason.
Section 29, Governing Law. Section 29 of the Award Agreement is amended to substitute “California” for “Delaware” with respect to governing law, jurisdiction and venue.



AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN COLORADO

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of Colorado, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition; Sections 9 and 10, Nonsolicitation. The Participant acknowledges and agrees that Sections 7, 9 and 10 are necessary for the protection of the Company’s Trade Secrets within the meaning of Colo. Rev. Stat. § 8-2-113. However, the post-employment restrictions set forth in Sections 7, 9 and 10 shall not apply if the Participant’s earnings are below the wage thresholds set forth in Colo. Rev. Stat. § 8-2-113(2)(b), (cd) upon entering into this Award Agreement and upon enforcement.
Section 29, Governing Law. Section 29 of the Award Agreement is amended to substitute “Colorado” for “Delaware” with respect to governing law, jurisdiction and venue.

Additional Notice to Participant: The Award Agreement contains restrictive covenants, including a covenant not to compete and covenants not to solicit that could restrict Participant’s options for subsequent employment following his/her separation from the Company. Participant is directed to closely review Sections 7, 9 and 10 of the Award Agreement. Participant acknowledges receiving separate notice (“Notice”) of the Award Agreement’s restrictive covenants in accordance with Colorado’s Act Concerning Restrictive Employment Agreements. Notwithstanding anything in this Award Agreement to the contrary, the Award Agreement shall not take effect until the later of (i) the date of Participant’s signature hereto or (ii) fourteen (14) days after Participant’s receipt of both the Award Agreement and the Notice.







AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN DISTRICT OF COLUMBIA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the District of Columbia having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition. Section 7 of the Award Agreement shall not apply if the Participant’s earnings are below the wage thresholds set out in D.C. Code § 32-581.01.

Section 29, Governing Law. Section 29 of the Award Agreement is amended to substitute “District of Columbia” for “Delaware” with respect to governing law, jurisdiction and venue.

Additional Notice to Participant. The District’s Ban on Non-Compete Agreements Amendment Act of 2020 limits the use of non-compete agreements. It allows employers to request non-compete agreements from highly compensated employees, as that term is defined in the Ban on Non-Compete Agreements Amendment Act of 2020, under certain conditions. The Company has determined that you are a highly compensated employee. For more information about the Ban on Non-Compete Agreements Amendment Act of 2020, contact the District of Columbia Department of Employment Services (DOES).

Review Period. Participant acknowledges receipt of at least fourteen (14) days to review and execute the Award Agreement; provided, if Participant executes the Award Agreement prior to the expiration of such review period, Participant does so voluntarily and knowingly and waives the remainder of such review period.





AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN IDAHO

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of Idaho, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition; Sections 9, and 10, Nonsolicitation. Sections 7, 9 and 10 are amended to add the following: The Participant acknowledges and agrees that the Company considers the Participant to be a “key employee,” as that term is defined in Idaho Stat. § 44-2702(1), and that if the Participant becomes employed by or affiliated with a Competitor as that term is defined in this Award Agreement, it is inevitable that the Participant would disclose the Company’s Confidential Information or Trade Secrets. The Participant acknowledges and agrees that the present agreement is intended to protect the Company’s legitimate business interests, including but not limited to Confidential Information and Trade Secrets as defined by Idaho Stat. § 44-2702(2).




AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN ILLINOIS

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of Illinois having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Agreement shall remain in full force and effect.

Section 7, Noncompetition; Sections 9, and 10, Nonsolicitation. The post-employment restrictions set forth in Sections 7, 9 and 10 shall not apply if the Participant’s earnings are below the wage thresholds set out in Illinois Stat. 820 ILCS 90/10(a) and (b).
Section 29, Governing Law. Section 29 of the Award Agreement is amended to substitute “Illinois” for “Delaware” with respect to governing law, jurisdiction and venue.

Review Period. Participant acknowledges receipt of at least fourteen (14) days to review and execute the Award Agreement; provided, if Participant executes the Award Agreement prior to the expiration of such review period, Participant does so voluntarily and knowingly and waives the remainder of such review period.





AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN LOUISIANA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of Louisiana having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 8. The term “Restricted Territory” as defined in Section 8 and applied in Section 7 and below shall be amended to mean the following parishes in Louisiana, provided that the Company carries on a like business therein as of the termination of Participant’s employment: Acadia, Allen, Ascension, Assumption, Avoyelles, Beauregard, Bienville, Bossier, Caddo, Calcasieu, Caldwell, Cameron, Catahoula, Claiborne, Concordia, DeSoto, East Baton Rouge, East Carroll, East Feliciana, Evangeline, Franklin, Grant, Iberia, Iberville, Jackson, Jefferson, Jefferson Davis, Lafayette, Lafourche, LaSalle, Lincoln, Livingston, Madison, Morehouse, Natchitoches, Orleans, Ouachita, Plaquemines, Pointe Coupee, Rapides, Red River, Richland, Sabine, St. Bernard, St. Charles, St. Helena, St. James, St. John the Baptist, St. Landry, St. Martin, St. Mary, St. Tammany, Tangipahoa, Tensas, Terrebonne, Union, Vermilion, Vernon, Washington, Webster, West Baton Rouge, West Carroll, West Feliciana and Winn.

Section 9, Nonsolicitation. The restrictions set forth in Section 9 shall be limited to the Restricted Territory.

Section 29, Governing Law. Section 29 of the Award Agreement is amended to substitute “Louisiana” for “Delaware” with respect to governing law, jurisdiction and venue.




AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN MAINE

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of Maine, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition; Sections 9, and 10, Nonsolicitation. Sections 7, 9 and 10 are amended to add the following language:
The Participant acknowledges and agrees that the restrictions set forth in Sections 7, 9 and 10 of the Award Agreement are intended to protect the Company’s legitimate business interests, including but not limited to Confidential Information and Trade Secrets as defined by 26 M.R.S. § 599-A(2). The post-employment restrictions set forth in Sections 7, 9 and 10 shall not apply if the Participant’s earnings are at or below 400% of the federal poverty level as set forth in 26 M.R.S. § 599-A(1). The Participant further acknowledges and agrees that the restrictions set forth in Sections 7, 9 and 10 of the Award Agreement do not take effect until after one year of the employee's employment with the employer or a period of six (6) months from the date the Award Agreement is signed, whichever is later. 26 M.R.S. § 599-A(5).







AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN MARYLAND

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in Maryland having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition. Section 7 of the Award Agreement shall not apply if the Participant’s earnings are below the wage thresholds set out in Maryland Labor & Empl. Code Ann. § 3-716.






AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN MASSACHUSETTS

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the Commonwealth of Massachusetts, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition. If Massachusetts law governs Section 7 as provided below, Section 7 of the Award Agreement is amended to add that the post-employment restrictions under Section 7 shall not apply to the Participant unless the Participant’s employment is terminated due to either (i) a voluntary termination of employment by the Participant or (ii) any involuntary termination other than a termination of employment without “cause” or in which the Participant is “laid off,” as the terms “cause” and “laid off” are used in the Massachusetts Noncompetition Agreement Act, M.G.L. c. 149, § 24L(c).  In addition, and notwithstanding any other provision to the contrary in the Award Agreement, Section 7 shall not apply to the Participant if the Participant is classified as a nonexempt employee for purposes of the Fair Labor Standards Act, 29 U.S.C. § 201 et seq.
In the event the Participant breaches his/her fiduciary duty to the Company, if any, or unlawfully takes any physical or electronical property belonging to the Company as reasonably determined by the Company, the Restricted Period shall be extended for one additional year, for a maximum period of two years immediately following the Participant’s termination of employment from the Company.
The Award Agreement, as amended by this addendum, shall not become effective until at least ten (10) business days after notice of the Award Agreement, which includes the non-competition covenant, has been provided to the Participant.
Section 29, Governing Law is replaced as follows. Except as provided herein, this Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof and, if any suit or claim is instituted by the Participant or the Company relating to this Award Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware; provided, if the Participant works or resides in the Commonwealth of Massachusetts at any point during the thirty (30) day period prior to Participant’s termination of employment, then Sections 6, 7, 9 and 10 shall be governed by the laws of Massachusetts. Further, notwithstanding the foregoing, the Participant hereby consents to the personal jurisdiction of the state and federal courts situated within Massachusetts for sole purpose of enforcing Sections 6, 7, 9 and 10 of the Award Agreement, and waives any objection that the Participant might have to personal jurisdiction or venue in those courts. The Company and the



Participant agree that all civil actions relating to Section 7 of this Award Agreement shall be brought in the county of Suffolk, Massachusetts and that the superior court or the business litigation session of the superior court shall have exclusive jurisdiction.

Additional Acknowledgments.  The Participant acknowledges each of the following:
1.    The terms of the Award pursuant to the Award Agreement constitute fair and reasonable consideration independent from the continuation of employment for the obligations of Sections 7, 9 and 10 of the Award Agreement.
2.    The Award also constitutes mutually agreed-upon consideration for the obligations in Sections 7, 9 and 10 in lieu of any garden leave payments.  The Participant further acknowledges that the Participant had the option of declining the Award and thereby declining to enter into this Award Agreement, including Sections 7, 9 and 10 and freely chose to enter into this Award Agreement.
3.    Any changes to the Participant’s position, duties, compensation or other terms and conditions of employment, whether material or not, shall not affect the enforceability of the restrictive covenants set forth in Sections 6-12, which shall continue in full force and effect pursuant to their terms.



AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS
ADDENDUM FOR PARTICIPANTS RESIDING IN MINNESOTA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of Minnesota, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition. If Participant resides or primarily works for the Company in the state of Minnesota, Section 7 is amended to limit the definition of “Restricted Period” to the period commencing on the date of the Award Agreement and ending on the date Participant’s employment with the Company ends for any reason.

Section 9, Nonsolicitation. Section 9 of the Award Agreement is amended such that the customer and client restrictions in Section 9 are limited to customers and clients with which the Participant had contact.
Section 29, Governing Law. Section 29 of the Award Agreement is amended to substitute “Minnesota” for “Delaware” with respect to governing law, jurisdiction and venue.






AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS
ADDENDUM FOR PARTICIPANTS RESIDING IN NEBRASKA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of Nebraska, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 14(f), Certain Definitions. “Restricted Customer” is replaced with the following.
(f)    “Restricted Customer” means each and every customer with whom the Company has a present, anticipated or ongoing business relationship or with whom Company conducted business within the twelve (12) months immediately preceding the termination of the Participant’s employment and with whom/which the Participant in the twenty-four (24) months preceding his or her termination from the Company actually did business and/or had personal contact.





AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN NORTH DAKOTA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of North Dakota, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.
Section 7, Noncompetition. Section 7 is amended to limit the definition of “Restricted Period” to the period commencing on the date of the Award Agreement and ending on the date Participant’s employment with the Company ends for any reason.
Section 9, Nonsolicitation. Section 9 is amended to limit the period of restriction to the period commencing on the date of the Award Agreement and ending on the date Participant’s employment with the Company ends for any reason.
Section 29, Governing Law. Section 29 of the Award Agreement is amended to substitute “North Dakota” for “Delaware” with respect to governing law, jurisdiction and venue.




AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN OKLAHOMA

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of Oklahoma, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition. Section 7 is amended to limit the definition of “Restricted Period” to the period commencing on the date of the Award Agreement and ending on the date Participant’s employment with the Company ends for any reason.
Section 14(f), Certain Definitions. “Restricted Customer” is replaced with the following:
(f) “Restricted Customer” means each and every customer with whom the Company has a present, anticipated or ongoing business relationship or with whom Company conducted business within the twelve (12) months immediately preceding the termination of the Participant’s employment and with whom the Participant did business and had personal contact.





AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN OREGON

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of Oregon, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition. Notwithstanding anything to the contrary in the Award Agreement, if Participant violates Participant’s non-competition covenants set forth in Section 7 during the Restricted Period, as reasonably determined by the Company, as the Company’s sole remedy Participant shall forfeit any and all vested or unvested Performance Share Units granted hereunder.




AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN VIRGINIA


TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the Commonwealth of Virginia, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition. Section 7 of the Award Agreement is amended to add the following:
Notwithstanding anything to the contrary in this Award Agreement, only if Participant’s employment is terminated by the Company without Cause, the Restricted Period (as such term is used in Section 7 only) shall end upon such termination, unless the Company provides the Monetary Benefits to Participant in connection with such termination. The decision to provide or not provide Monetary Benefits shall be in the sole discretion of the Company at the time of such a termination by the Company without Cause.
The term “Monetary Benefits” shall mean a one-time payment equal to one week of Participant’s base salary rate in effect upon termination, less applicable withholdings, that the Company may provide, in its sole discretion, to Participant in connection with the termination of Participant’s employment without Cause, payable within thirty (30) days of such termination.
Participant acknowledges and agrees that the Monetary Benefits, if provided to Participant upon a termination without Cause, shall be in full satisfaction of the Code of Virginia, § 40.1-28.7:8, effective July 1, 2026).
The term “Cause” shall have the meaning ascribed to it in any employment or other written agreement entered into by Participant and the Company, but, if there is no such defined term in any such agreement, “Cause” shall mean: (i) a material breach of this Award Agreement or any other agreement Participant may have entered into with the Company; (ii) the commission of fraud, embezzlement, or other intentional act that could reasonably harm the Company or third parties; (iii) a material violation of the Company’s policies, Participant’s ethical obligations, or applicable laws or regulations; (iv) Participant’s conviction of, or entry of a pleading of guilty or nolo contendere to, any crime involving moral turpitude or any felony; or (v) willful or gross negligence in the performance of Participant’s job duties.
In addition, and notwithstanding any other provision to the contrary in the Award Agreement, Section 7 shall not apply to Participant if Participant is a “low-wage employee” (as such term is



defined by and used in Code of Virginia, § 40.1-28.7:8) or non-exempt under applicable wage and hour laws.



AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN WASHINGTON

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of Washington, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 7, Noncompetition.

Notwithstanding anything in Section 7 to the contrary, if Participant’s employment with the Company ends as a result of an involuntary lay off, the Company has the option of enforcing the post-employment restrictions set forth in Section 7 and paying Participant the equivalent of Participant’s then-current base salary during the Restricted Period or electing to waive the post-employment restrictions set forth in Section 7, in which case Participant will not be entitled to continuation of his/her base salary post-termination.

The post-employment restrictions set forth in Section 7 shall not apply if the Participant’s earnings are below the wage thresholds set forth in the Restrictions on Noncompetition Covenants Bill 5478 as codified in the Revised Code of Washington, Title 49.

Section 14(f), Certain Definitions, “Restricted Customer” is replaced with the following.

(f)    “Restricted Customer” means each and every current customer with whom the Company has a present, anticipated or ongoing business relationship or with whom Company conducted business within the twelve (12) months immediately preceding the termination of the Participant’s employment and with whom the Participant, in the twenty-four (24) months preceding his or her termination with the Company, either had (i) material contact with as part of the Participant’s employment with Company; (ii) responsibility for soliciting or servicing its business on behalf of the Company or (iii) access to proprietary pricing, marketing, sales, or other Confidential Information with respect to such customer.

Section 29, Governing Law. Section 29 of the Award Agreement is amended to substitute “Washington” for “Delaware” with respect to governing law, jurisdiction and venue.




AWARD AGREEMENT WITH RESPECT TO
RESTRICTED STOCK UNITS AND PERFORMANCE SHARE UNITS

ADDENDUM FOR PARTICIPANTS RESIDING IN WISCONSIN

TransUnion, a Delaware corporation with its principal place of business at 555 West Adams, Chicago, IL 60661 (“TransUnion”) and the above-named Participant who resides in the State of Wisconsin, having entered into this Award Agreement as of the date of grant (the “Award Agreement”) hereby agree to and do amend the Award Agreement as follows. In all other respects, and except as expressly modified herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.

Section 6, Nondisclosure of Confidential Information. The Participant’s obligations not to disclose or use the Company’s Confidential Information, if not subject to protection as a trade secret under applicable law, shall apply for twenty-four (24) months following the termination of the Participant’s employment from the Company.

Section 10, Nonsolicitation is replaced with the following.
The Participant further covenants and agrees that during employment with the Company and for twelve (12) months following the termination of the Participant’s employment with the Company for any reason, the Participant shall not, directly or indirectly, induce or attempt to induce any Restricted Employee to leave the employment of the Company on behalf of or for the benefit of a Competitor, or knowingly assist a Competitor to hire such an employee away from the Company.
Section 14(g), Certain Definitions, “Restricted Employee, Agent or Business Partner” is replaced with the following.
(g)     “Restricted Employee, Agent or Business Partner” means each and every individual who is employed or engaged by the Company in a Sensitive Position (i) with whom the Participant had supervisory or managerial responsibility over or material contact within the course of the Participant conducting business on behalf of the Company; or (ii) about whom the Participant had access to Confidential Information. For purposes of this definition, a “Sensitive Position” refers to an employee of the Company who is in a management, supervisory, sales, technology, research and development or similar role where the employee is provided Confidential Information of the Company or is involved in business dealings with the Company’s customers.







Exhibit 10.4











TRANSUNION
DEFERRED COMPENSATION PLAN FOR DIRECTORS
Effective as of January 1, 2027




TABLE OF CONTENTS
Page(s)
ARTICLE I. DEFINITIONS...................................................................................................................
ARTICLE II. PURPOSE; DEFERRAL ELECTIONS...........................................................................
ARTICLE III. DEFERRED COMPENSATION ACCOUNTS..............................................................
ARTICLE IV. PAYMENT OF DEFERRED COMPENSATION.........................................................
ARTICLE V. ADMINISTRATION; EFFECTIVENESS, AMENDMENT AND TERMINATION OF PLAN...................................................................................................................................
ARTICLE VI. MISCELLANEOUS........................................................................................................

i

TRANSUNION
DEFERRED COMPENSATION PLAN FOR DIRECTORS
ARTICLE I.
DEFINITIONS
1.1    “Administrator” shall mean the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee.
1.2    “Affiliate” shall mean any Person that directly or indirectly controls, is controlled by or is under common control with the Company. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise.
1.3    “Adjustment Event” shall mean, as determined by the Administrator, (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar corporate transaction or event that affects the shares of Common Stock (including a Change in Control), or (ii) unusual or nonrecurring events affecting the Company, including changes in applicable rules, rulings, regulations or other requirements, that the Administrator determines, in its sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, holders of outstanding Deferred Stock Units.
1.4    “Board” shall mean the Board of Directors of the Company.
1.5    “Cash Fee” shall mean cash retainers and other cash fees payable to a Director for service as a member of the Board or any committee thereof, including any retainers or cash fees payable for serving as the Board Chairperson and/or for serving as the Chair or member of one or more committees of the Board.
1.6    “Change in Control” shall mean and include each of the following:
(a)    the acquisition (whether by purchase, merger, consolidation, combination or other similar transaction) by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% (on a fully diluted basis) of either (A) the then outstanding shares of Common Stock, taking into account as outstanding for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this Plan, the following acquisitions shall not constitute a Change in Control: (I) any acquisition by the Company or any Affiliate; (II) any acquisition by any employee benefit plan sponsored or maintained by the Company or any Affiliate; or (III) in respect of an Award held by a particular participating Director, any acquisition by the participating Director or any group of Persons including the participating Director (or any entity controlled by the participating Director or any group of Persons including the participating Director);


(b) during any period of twelve (12) months, individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director; or
(c) the sale, transfer or other disposition of all or substantially all of the assets of the Company Group (taken as a whole) to any Person that is not an Affiliate of the Company.
Notwithstanding the foregoing, for purposes of the Plan, in no event will a Change in Control be deemed to have occurred if such transaction or event does not constitute a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).
1.7     “Code” shall mean the Internal Revenue Code of 1986, as amended and any successor statute thereto.
1.8    “Committee” shall mean one or more committees or subcommittees of the Board, which may include one or more Directors or executive officers of the Company, to the extent permitted by applicable laws and Rule 16b-3 promulgated under the Exchange Act.
1.9    “Common Stock” shall mean the common stock, par value $0.01 per share, of the Company.
1.10    “Company” shall mean TransUnion and any corporate successors.
1.11    “Deferred Compensation Account” shall mean an account maintained for a participating Director who makes a Deferral Election (as defined below) as described in Articles II and III.
1.12    “Deferred Stock Unit” shall mean a notional unit representing a participating Director’s right to receive one share of Common Stock upon such participating Director’s deferred receipt of Eligible Equity Compensation.
1.13    “Director” shall mean a non-employee member of the Board.
1.14    “Effective Date” shall mean January 1, 2027.
1.15    “Eligible Cash Compensation” shall mean, with respect to any Year, any Cash Fee earned during such Year.
1.16    “Eligible Equity Compensation” shall mean, with respect to any Year, any Equity Award granted during such Year.
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1.17    “Equity Award” shall mean any award of restricted stock units granted to a Director under the Incentive Plan in respect of such Director’s service as a member of the Board.
1.18    “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
1.19    “Fair Market Value” shall mean, on a given date, if (i) the Common Stock is listed on a national securities exchange, the closing sales price of the Common Stock reported on the primary exchange on which the Common Stock is listed and traded on the last trading day immediately prior to such date, or, if there are no such sales on that date, then on the last preceding date on which such sales were reported; (ii) the Common Stock is not listed on any national securities exchange but is quoted in an inter-dealer quotation system on a last sale basis, the average between the closing bid price and ask price reported on the last trading day immediately prior to such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) the Common Stock is not listed on a national securities exchange or quoted in an inter-dealer quotation system on a last sale basis, the amount determined by the Committee in good faith to be the fair market value of the Common Stock.
1.20    “Incentive Plan” shall mean the TransUnion Second Amended and Restated 2015 Omnibus Incentive Plan, as it may be amended and/or restated from time to time.
1.21    “Person” shall mean any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act).
1.22    “Plan” shall mean this Deferred Compensation Plan for Directors, as it may be amended and/or amended and restated from time to time.
1.23    “Section 409A” shall mean Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder.
1.24    “Separation from Service” shall mean a “separation from service” within the meaning of Section 409A.
1.25    “Subsidiary” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.
1.26    “Year” shall mean any calendar year.
ARTICLE II.
PURPOSE; DEFERRAL ELECTIONS
2.1    Purpose. The purpose of this Plan is to provide the Directors with an opportunity to defer payment of all or a portion of their Eligible Cash Compensation and/or Eligible Equity Compensation, as set forth herein.
2.2    Deferral Elections. A Director may elect to defer payment of (i) all or any portion of any Eligible Cash Compensation and/or (ii) all (but not less than all) of any Eligible Equity Compensation by
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filing a written election with the Company on a form prescribed by the Company as follows (such an election, a “Deferral Election”):
(a)    On or before December 31 of any Year, the Director may elect to defer such Eligible Cash Compensation earned and/or Eligible Equity Compensation granted to such Director during any Year following the Year in which the Deferral Election is made, subject to Sections 2.2(b) and (c) below.
(b)    Notwithstanding Section 2.2(a) above, commencing with the Year in which the Effective Date occurs, with respect to any Year in which a Director is initially elected or appointed to serve on the Board (and therefore first becomes eligible to participate in this Plan), such Director may elect no later than 30 days after the Director’s commencement of services as a member of the Board to defer (i) all or any portion of any Eligible Cash Compensation earned and/or (ii) all (but not less than all) of any Eligible Equity Compensation granted to such Director following the later of (i) the date of the Director’s commencement of services as a Director and (ii) the date such Director’s irrevocable Deferral Election is filed with the Company.
(c)    In each applicable Deferral Election form, the Director shall specify (i) with respect to each participating Director’s Cash Fees, the percentage of any such Cash Fees which will be subject to deferral hereunder, (ii) with respect to each participating Director’s Equity Award(s), whether such Equity Award(s) will be subject to deferral hereunder (any such deferred compensation, together, the “Deferred Compensation”) and (iii) whether the Deferred Compensation credited to the participating Director’s Deferred Compensation Account for that Year will be distributed in the form of a lump sum or installments as set forth in Section 4.2(a) below.
2.3    Duration of Deferral Elections. Each Deferral Election shall continue in effect solely for the Year with respect to which the Deferral Election is made (in accordance with Section 2.2 above), as specified in the Deferral Election, unless otherwise terminated in accordance with Article V or by the applicable Director by delivery of a written notice to the Administrator prior to the date on which the Deferral Election becomes irrevocable.
ARTICLE III.
DEFERRED COMPENSATION ACCOUNTS
3.1    Deferred Compensation Accounts. The Company shall maintain a bookkeeping Deferred Compensation Account for the Deferred Compensation of each participating Director (and may maintain sub-accounts, including with respect to Deferred Compensation attributable to different Years and/or Deferred Compensation attributable to Cash Fees or Equity Awards, if so determined by the Administrator).
3.2    Crediting of Cash Fees. A participating Director’s Cash Fees that are deferred hereunder shall be credited to his or her Deferred Compensation Account in the form of Deferred Stock Units on the date the deferred Cash Fees would otherwise have been paid. On such date, the Company shall credit to the Deferred Compensation Account a number of Deferred Stock Units determined by dividing (i) the dollar amount of the Cash Fees that the participating Director elected to defer by (ii) the Fair Market Value of a share of Common Stock on such date, rounded up to the nearest whole Deferred Stock Unit. A participating Director will be fully vested in each Deferred Stock Unit that relates to deferred Cash Fees.
3.3    Crediting of Equity Awards. A participating Director’s Equity Awards that are deferred hereunder shall be credited to his or her Deferred Compensation Account in a number of Deferred Stock
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Units equal to the number of shares underlying such Equity Awards and subject to the same vesting or other forfeiture restrictions that would have otherwise applied to such Equity Award. In the event that the participating Director forfeits Deferred Stock Units in accordance with such applicable vesting or other forfeiture conditions, his or her Deferred Compensation Account shall be debited for the number of Deferred Stock Units so forfeited.
3.4    Dividend Equivalents. Dividends and dividend equivalents attributable to Equity Awards or Deferred Stock Units may not be deferred under the Plan and shall be payable in accordance with, and subject to the terms and conditions of, the applicable Equity Award agreement.
3.5    Adjustments. If adjustments are made to the outstanding shares of Common Stock as a result of an Adjustment Event or otherwise in a manner resulting in the adjustment of restricted stock units outstanding under the Incentive Plan generally, an appropriate adjustment also will be made in the number of Deferred Stock Units credited to each participating Director’s Deferred Compensation Account and/or to the number and kind of shares for which such Deferred Stock Units are outstanding.
ARTICLE IV.
PAYMENT OF DEFERRED COMPENSATION
4.1    Payment Events. Subject to Section 4.5 below, payment of any Deferred Stock Units shall be made to a participating Director in the form elected by the applicable Director and as provided in Section 4.2 on the earliest to occur of the following events (in any case, the “Payment Event”): (i) the Director’s Separation from Service, (ii) the Director’s death or (iii) a Change in Control.
4.2    Timing and Form of Payment.
(a)    Prior to each Year, a participating Director who elects to make a Deferral shall elect the distribution form that shall apply to amounts credited to the Participant’s Account for that Plan Year in accordance with Section 2.2(c) above. Pursuant to such election, amounts contained in a participating Director’s Deferred Compensation Account will be distributed in the form of either (A) a lump sum, or (B) five substantially equal annual installments. Subject to Section 4.5 below, distributions will be paid (in the case of a lump sum distribution) or commence (in the case of annual installments) within 45 days following the applicable Payment Event, in accordance with the terms and conditions set forth herein. Notwithstanding anything to the contrary contained herein, the exact lump sum payment date (the “Payment Date”) or initial installment payment date, as applicable, shall be determined by the Company in its sole discretion (and the participating Director shall not have the right to designate the date of payment within such payment window). In the case of distributions to be made in installments, the remaining benefits under the Plan will be paid on the following four anniversaries of the payment date of the initial installment (each such payment date, including the payment date of the initial installment, an “Annual Payment Date”), such that all benefits under the Plan shall be paid on the fourth anniversary of the initial Annual Payment Date. If a participating Director does not make an election as to the distribution form for his or her Deferred Compensation Account in accordance with Section 2.2(c) above, such participating Director’s Deferred Compensation Account will be paid in a lump sum.
(b)    Amounts credited to a Deferred Compensation Account shall be paid in the form of one whole share of Common Stock for each Deferred Stock Unit that becomes payable on the applicable Payment Date or Annual Payment Date; provided, that, (i) to the extent that any Deferred Stock Unit that is scheduled to be paid on such Payment Date or Annual Payment Date remains unvested on the applicable Payment Date or Annual Payment Date, the share of Common Stock shall be issued as
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restricted stock subject to the same vesting or other forfeiture conditions that remain applicable to the unvested Deferred Stock Unit, and (ii) no fractional shares of Common Stock shall be issued and the Administrator shall determine, in its sole discretion, whether cash shall be given in lieu of fractional shares of Common Stock, whether such fractional shares of Common Stock shall be rounded up or down, or whether, in the case of any remaining installment payments and to the extent permitted by Section 409A, such fractional share shall remain in the Director’s Deferred Compensation Account and be paid on the next scheduled Annual Payment Date.  Deferred Stock Units issued to and shares of Common Stock paid to Directors under the Plan shall be issued and paid from the Incentive Plan.
4.3    Designation of Beneficiary. Each Director shall have the right to designate a beneficiary who is to succeed to his or her right to receive payments hereunder in the event of the Director’s death (each, a “Designated Beneficiary”). Any Designated Beneficiary will receive payments in the same manner as the applicable Director if he or she had lived. If a Director fails to designate a beneficiary under this Section 4.3 or upon the death of a Designated Beneficiary in the absence of a designated successor, the balance of the amounts contained in the Director’s Deferred Compensation Account, if any, shall be payable in accordance with Section 4.2 to the Director’s estate in full. No designation of a beneficiary or change in beneficiary shall be valid unless in writing signed by the Director and filed with the Administrator. A Designated Beneficiary may be changed without the consent of any prior beneficiary.
4.4    Permissible Acceleration. Notwithstanding Sections 4.1 and 4.2, all or a portion of a Director’s Deferred Compensation Account may be distributed prior to the applicable Payment Date or Annual Payment Date, as applicable, upon the occurrence of one or more of the events specified in Treasury Regulation Section 1.409A-3(j)(4), as determined by the Administrator.
4.5    Section 409A Delay. Notwithstanding any contrary provision in the Plan, any payment required to be made hereunder to a Director who is a “specified employee” (as defined under Section 409A and as the Administrator determines) upon his or her Separation from Service will, to the extent necessary to avoid the imposition of taxes under Section 409A(a)(2)(B)(i) of the Code (or any successor provision thereto), be delayed for the six-month period immediately following such Separation from Service (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth herein) on the day immediately following such six-month period or death or as soon as administratively practicable thereafter (without interest). Notwithstanding any contrary provision of the Plan, any payment of “nonqualified deferred compensation” under the Plan that may be made in installments shall be treated as a right to receive a series of separate and distinct payments.
ARTICLE V.
ADMINISTRATION; EFFECTIVENESS, AMENDMENT AND TERMINATION OF PLAN
5.1    Plan Administrator. The Plan will be administered by the Administrator. The books and records to be maintained for the purpose of the Plan shall be maintained by the Company at its expense. All expenses of administering the Plan shall be paid by the Company.
5.2    Effective Date. The Plan was adopted by the Board effective as of the Effective Date.
5.3    Plan Amendment; Termination. The Board may amend, suspend, or terminate the Plan at any time and for any reason. No amendment, suspension, or termination will, without the consent of the Director, materially impair rights or obligations under any Deferred Stock Units previously awarded to the Director under the Plan, except as provided below. The Board may terminate the Plan and distribute
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the Deferred Compensation Accounts to participants in accordance with and subject to the rules of Treasury Regulation Section 1.409A-3(j)(4)(ix), or successor provisions, and any generally applicable guidance issued by the Internal Revenue Service permitting such termination and distribution.
ARTICLE VI.
MISCELLANEOUS
6.1    Limitations on Transferability. Except to the extent required by law, the right of any Director or any beneficiary thereof to any benefit or to any payment hereunder shall not be subject in any manner to attachment or other legal process for the debts of such Director or beneficiary; and any such benefit or payment shall not be subject to alienation, sale, transfer, assignment or encumbrance.
6.2    Limitations on Liability. No member of the Board and no officer or employee of the Company shall be liable to any person for any action taken or omitted in connection with the administration of the Plan unless attributable to his or her own fraud or willful misconduct, and the Company shall not be liable to any person for any such action unless attributable to fraud or willful misconduct on the part of a Director, officer or employee of the Company.
6.3    Rights as a Stockholder. Deferred Stock Units shall not entitle any Director or other person to rights of a stockholder of the Company or any of its affiliates with respect to such Deferred Stock Units unless and until any shares of Common Stock have been issued to the holder thereof in respect of such Deferred Stock Units pursuant to Article IV hereof.
6.4    Limitation on Participant’s Rights.

(a)    The Company shall not be required to acquire, reserve, segregate or otherwise set aside any funds, shares of Common Stock or other assets for the payment of its obligations under the Plan, but shall make available as and when required a sufficient number of shares of its Common Stock to meet the needs of the Plan, subject to the terms and conditions of the Incentive Plan.
(b)    Nothing contained herein shall be deemed to create a trust of any kind or any fiduciary relationship. To the extent that any person acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of any unsecured general creditor of the Company.
6.5    Severability. If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void.

6.6    Governing Documents. If any contradiction occurs between the Plan and any Deferral Election or other written agreement between a participating Director and the Company that the Administrator has approved, the Plan will govern, unless it is expressly specified in such agreement or other written document that a specific provision of the Plan will not apply.

6.7    Governing Law. The Plan will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware. The Plan is intended to be construed so that
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participation in the Plan will be exempt from Section 16(b) of the Exchange Act, pursuant to regulations and interpretations issued from time to time by the Securities and Exchange Commission.

6.8    Titles and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text, rather than such titles or headings, will control.

6.9    Conformity to Securities Laws. Each participating Director acknowledges that the Plan is intended to conform to the extent necessary with applicable laws. Notwithstanding anything herein to the contrary, the Plan will be administered only in conformance with applicable laws. To the extent applicable laws permit, the Plan will be deemed amended as necessary to conform to applicable laws (subject to Section 409A).

6.10    Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company except as expressly provided in writing in such other plan or an agreement thereunder.
*     *     *     *     *
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Exhibit 31.1
CERTIFICATION
I, Christopher A. Cartwright, certify that:
1. I have reviewed this report on Form 10-Q of TransUnion;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 27, 2026

                                /s/ Christopher A. Cartwright
                                Name: Christopher A. Cartwright
                                Title: President & Chief Executive Officer
 


Exhibit 31.2
CERTIFICATION
I, Todd M. Cello, certify that:
1. I have reviewed this report on Form 10-Q of TransUnion;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 27, 2026
 

                            /s/ Todd M. Cello
                            Name: Todd M. Cello
                            Title: Executive Vice President, Chief Financial Officer


Exhibit 32
Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of TransUnion for the period ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Christopher A. Cartwright, as Chief Executive Officer of the Company, and Todd M. Cello, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of TransUnion.
 
October 27, 2026


/s/ Christopher A. Cartwright
Name: Christopher A. Cartwright
Title: President & Chief Executive Officer


/s/ Todd M. Cello
Name: Todd M. Cello
Title: Executive Vice President, Chief Financial Officer

This certification accompanies this Form 10-Q and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section.