FISERV INCFISV
FISERV INC Stock Compensation Disclosure
Share-Based Compensation
The Company recognizes the fair value of share-based compensation awards granted to employees in cost of processing and services, cost of product, and selling, general and administrative expense in its consolidated statements of income.
The Company’s share-based compensation awards are typically granted in the first quarter of the year; however, grants may also occur throughout the year, and primarily consist of the following:
•Restricted Stock Units and Awards – The Company grants restricted stock units and awards to employees and non-employee directors. Time-based restricted stock units and award grants generally vest over a three-year period. In December 2025, the Company granted discretionary restricted stock units to certain employees, which fully vest after an 18 month period. The Company recognizes compensation expense for restricted stock units and awards based on the market price of its common stock on the grant date over the period during which the units and awards vest.
•Performance Share Units – The Company grants performance share units to employees. The number of shares issued at the end of the performance period is determined by the level of achievement of predefined performance goals, including earnings, revenue growth, integration attainment, and shareholder return. The Company recognizes compensation expense on performance share units ratably over the requisite performance period of the award, generally to five years, to the extent management views the performance goals as probable of attainment. The Company recognizes compensation expense for the fair value of the shareholder return component over the requisite service period of the award.
•Stock Options – The Company may grant stock options to employees and non-employee directors at exercise prices equal to the fair market value of the Company’s stock on the dates of grant. Stock option grants generally vest over a - or four-year period. All stock options expire ten years from the date of the award. The Company recognizes compensation expense for the fair value of the stock options over the requisite service period of the stock option award.
•Employee Stock Purchase Plan – The Company maintains an employee stock purchase plan that allows eligible employees to purchase a limited number of shares of common stock each quarter through payroll deductions at a discount of the closing price of the Company’s common stock on the last business day of each calendar quarter. The employee discount of 5% under the employee stock purchase plan is considered non-compensatory and therefore does not give rise to recognizable compensation cost.
The Company recognized $357 million, $367 million and $342 million of share-based compensation expense during the years ended December 31, 2025, 2024 and 2023, respectively. At December 31, 2025, the total remaining unrecognized compensation cost for restricted stock units and awards and performance share units, net of estimated forfeitures, of $324 million is expected to be recognized over a weighted-average period of 1.8 years. During the years ended December 31, 2025, 2024 and 2023, stock options to purchase 827 thousand, 2.3 million and 2.4 million shares, respectively, were exercised.
Share-Based Compensation Activity
A summary of restricted stock unit, restricted stock award and performance share unit activity during the year ended December 31, 2025 is as follows:
| Restricted Stock Units and Awards | Performance Share Units | |||||||||||||||||||||||||
| Shares (In thousands) | Weighted- Average Grant Date Fair Value | Shares (In thousands) | Weighted- Average Grant Date Fair Value | |||||||||||||||||||||||
| Units and awards - December 31, 2024 | 4,716 | $ | 124.78 | 1,966 | $ | 116.62 | ||||||||||||||||||||
| Granted | 2,103 | 214.39 | 1,115 | 203.92 | ||||||||||||||||||||||
| Forfeited | (371) | 168.42 | (204) | 132.41 | ||||||||||||||||||||||
| Vested | (2,558) | 124.01 | (626) | 111.14 | ||||||||||||||||||||||
| Units and awards - December 31, 2025 | 3,890 | $ | 156.58 | 2,251 | $ | 138.57 | ||||||||||||||||||||
In conjunction with certain acquisitions, the Company granted restricted stock units with performance vesting provisions to be measured over and five years, which are presented as performance share units within the table above.
No stock option awards were granted during the years ended December 31, 2025, 2024 and 2023. A summary of stock option activity during the year ended December 31, 2025 is as follows:
| Shares (In thousands) | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (In millions) | ||||||||||||||||||||
Stock options outstanding - December 31, 2024 | 1,586 | $ | 89.65 | ||||||||||||||||||||
| Exercised | (827) | 88.56 | |||||||||||||||||||||
| Stock options outstanding - December 31, 2025 | 759 | $ | 90.84 | 3.30 | $ | 5 | |||||||||||||||||
| Stock options exercisable - December 31, 2025 | 759 | $ | 90.84 | 3.30 | $ | 5 | |||||||||||||||||
The table below presents additional information related to stock option and restricted stock unit activity:
| (In millions) | 2025 | 2024 | 2023 | |||||||||||||||||
| Total intrinsic value of stock options exercised | $ | 99 | $ | 212 | $ | 177 | ||||||||||||||
Fair value of restricted stock units and awards vested | 684 | 554 | 267 | |||||||||||||||||
Income tax benefit from stock options exercised and restricted stock units and awards vested | 131 | 175 | 101 | |||||||||||||||||
| Cash received from stock options exercised | 23 | 56 | 62 | |||||||||||||||||
At December 31, 2025, 15.4 million share-based awards were available for grant under the Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan. Under its employee stock purchase plan, the Company issued 338 thousand, 255 thousand and 346 thousand shares during the years ended December 31, 2025, 2024 and 2023, respectively. At December 31, 2025, there were 22.3 million shares available for issuance under the employee stock purchase plan.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Feb 27, 2020 | |
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.