Fidelity National Information Services, Inc.FIS
Fidelity National Information Services, Inc. Stock Compensation Disclosure
Employee Benefit Plans
Stock Purchase Plan
FIS employees participate in an Employee Stock Purchase Plan ("ESPP"). Eligible employees may voluntarily purchase, at current market prices, shares of FIS' common stock through payroll deductions. Pursuant to the ESPP, employees may contribute an amount between 3% and 15% of their base salary and certain commissions. Shares purchased are allocated to employees based upon their contributions. The Company contributes a matching amount as specified in the ESPP of 20% of the employee's contribution. The Company recorded expense in continuing operations of $10 million, $10 million, and $11 million, respectively, for the years ended December 31, 2025, 2024 and 2023, relating to the participation of FIS employees in the ESPP. The Company recorded expense in discontinued operations of $0 million, less than $1 million and $1 million, respectively, for the years ended December 31, 2025, 2024 and 2023, relating to the participation of Worldpay-related employees in the ESPP.
401(k) Profit Sharing Plan and Non-U.S. Defined Contribution Plans
The Company's U.S. employees are covered by a qualified 401(k) plan. Eligible employees may contribute up to 40% of their eligible compensation, up to the annual amount allowed pursuant to the Internal Revenue Code. The Company generally matches 50% of each dollar of employee contribution up to 6% of the employee's total eligible compensation. The Company's non-U.S. employees are also covered by various defined contribution plans. The Company recorded expense in continuing operations of $125 million, $107 million and $106 million, respectively, for the years ended December 31, 2025, 2024 and 2023, relating to the participation of FIS employees in the 401(k) plan and the Company's contributions to non-U.S. defined contribution plans. The Company recorded expense in discontinued operations of $0 million, $3 million and $29 million, respectively, for the years ended December 31, 2025, 2024 and 2023, relating to the participation of Worldpay-related employees in the 401(k) plan and the Company’s contributions to non-U.S. defined contribution plans.
Stock Compensation Plans
The Company grants to certain employees equity awards pursuant to shares authorized under the FIS 2022 Omnibus Incentive Plan established in 2022 ("FIS Plan"). The number of shares available for future grants under the FIS Plan is 24 million as of December 31, 2025.
Restricted Stock Units and Performance Stock Units
The Company issues restricted stock units, which typically vest annually over three years. The grant date fair value of the restricted stock units is based on the fair market value of our common stock on the grant date. The number of restricted stock units granted during the years ended December 31, 2025, 2024 and 2023, was 2 million, 3 million and 3 million, respectively. The weighted average grant date fair value of these awards granted during the years ended December 31, 2025, 2024 and 2023, was $70.03, $70.65 and $61.34, respectively. The total fair value of restricted stock units that vested was $145 million, $93 million and $40 million in 2025, 2024 and 2023, respectively.
The Company grants performance-based stock units that typically cliff vest on the third anniversary date of the grant. The ultimate number of units to be earned depends on the achievement of performance conditions. Some performance-based stock units also include market conditions. The performance conditions are typically based on a measure of the Company’s Adjusted revenue growth and Adjusted Earnings Per Share. In 2024, following the completion of the 2024 Worldpay Sale, the Company modified the performance criteria for the 2024 performance year under the outstanding 2022 performance stock units to match the performance criteria for the 2024 performance year included in the performance stock units granted in 2024, since the prior criteria were established when FIS owned Worldpay and were no longer appropriate following the sale. The modification did not result in significant incremental compensation costs. The market conditions are based on the Company’s total shareholder return ranked against that of other companies that are included in the Standard & Poor’s 500 Index. The fair value of each performance-based stock unit with only performance conditions is based on the fair value of our common stock on the grant date. The fair value of each performance-based stock unit with a market condition is estimated on the date of grant using a Monte Carlo simulation model with the following weighted-average assumptions:
| 2025 | 2024 | 2023 | |||||||||||||||
| Risk free interest rate | 4.0 | % | 4.3 | % | 4.6 | % | |||||||||||
| Volatility | 36.3 | % | 38.6 | % | 37.2 | % | |||||||||||
The number of performance-based stock units granted during the years ended December 31, 2025, 2024 and 2023, was 1 million, less than 1 million and 1 million, respectively. The weighted average grant date fair value of these awards granted during the years ended December 31, 2025, 2024 and 2023, was $74.91, $69.75 and $65.43, respectively. The total fair value of the performance-based stock units that vested was $97 million, $17 million and $10 million in 2025, 2024 and 2023, respectively.
The following table summarizes the restricted stock units and performance stock units activity for the year ended December 31, 2025, which includes both continuing and discontinued operations (in millions except for per share amounts):
| Restricted Stock Units | Performance Stock Units | ||||||||||||||||||||||
| (In millions) | (In millions) | ||||||||||||||||||||||
| Shares | Weighted Average Fair Value | Shares | Weighted Average Fair Value | ||||||||||||||||||||
| Balance December 31, 2024 | 4 | $ | 69.52 | 2 | $ | 82.44 | |||||||||||||||||
| Granted | 2 | $ | 70.03 | 1 | $ | 74.91 | |||||||||||||||||
| Vested | (2) | $ | 70.44 | (1) | $ | 92.95 | |||||||||||||||||
| Forfeited | (1) | $ | 68.95 | — | $ | 71.30 | |||||||||||||||||
| Balance December 31, 2025 | 3 | $ | 69.46 | 2 | $ | 69.60 | |||||||||||||||||
Stock Compensation Cost
The Company recorded total stock compensation expense in continuing operations of $181 million, $186 million and $120 million for the years ended December 31, 2025, 2024 and 2023, respectively, included in Selling, general, and administrative expenses in the consolidated statements of earnings (loss). The Company recorded total stock compensation expense in
discontinued operations of $0 million, $3 million and $34 million for the years ended December 31, 2025, 2024 and 2023, respectively. Stock compensation expense related to grants with performance conditions is recorded based on management's expected level of achievement of the financial performance measures during the performance period and is adjusted as appropriate throughout the performance period based on the shares expected to be earned.
As of December 31, 2025 and 2024, the total unrecognized compensation cost related to non-vested stock awards was $197 million and $222 million, respectively, which is expected to be recognized in pre-tax income over a weighted average period of 1.5 years and 1.5 years, respectively.About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.