United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 9, 2026 (
(Exact name of Registrant as Specified in its Charter)
(Commission
File Number)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
Underwriting Agreement Relating to USD Senior Notes
On March 4, 2026, Fidelity National Information Services, Inc. (“FIS”) entered into an Underwriting Agreement (the “USD Underwriting Agreement”) with Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein, providing for the issuance and sale of $2,000,000,000 in aggregate principal amount of 4.450% Senior Notes due 2028, $2,300,000,000 in aggregate principal amount of 4.550% Senior Notes due 2029, $500,000,000 in aggregate principal amount of Floating Rate Senior Notes due 2029 and $2,000,000,000 in aggregate principal amount of 4.800% Senior Notes due 2031 (collectively, the “USD Notes”). The USD Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The USD Underwriting Agreement is filed with reference to and hereby is incorporated by reference into the automatically effective Registration Statement on Form S-3 (File No. 333-288198) of FIS filed with the Securities and Exchange Commission (the “Commission”) on June 20, 2025, as amended by the automatically effective Post-Effective Amendment No. 1 filed with the Commission on February 26, 2026 (as so amended, the “S-3”). The USD Notes are being offered and sold pursuant to the S-3, as supplemented by a preliminary prospectus supplement dated February 26, 2026 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933 (the “Securities Act”) on February 26, 2026, a free writing prospectus dated March 4, 2026 filed with the Commission pursuant to Rule 433 under the Securities Act on March 4, 2026, and a final prospectus supplement dated March 4, 2026 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act on March 5, 2026. The closing of the USD Notes offering is expected to occur on March 10, 2026, subject to the satisfaction of customary closing conditions.
Underwriting Agreement Relating to Euro Senior Notes
On March 5, 2026, FIS entered into an Underwriting Agreement (the “Euro Underwriting Agreement”) with the several underwriters named therein, providing for the issuance and sale of €500,000,000 in aggregate principal amount of Floating Rate Senior Notes due 2028 and €500,000,000 in aggregate principal amount of 3.450% Senior Notes due 2030 (collectively, the “Euro Notes”). The Euro Underwriting Agreement is filed as Exhibit 1.2 to this Current Report on Form 8-K and is incorporated herein by reference. The Euro Underwriting Agreement is filed with reference to and hereby is incorporated by reference into the S-3. The Euro Notes are being offered and sold pursuant to the S-3, as supplemented by a preliminary prospectus supplement dated February 26, 2026 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act on February 26, 2026, a free writing prospectus dated March 5, 2026 filed with the Commission pursuant to Rule 433 under the Securities Act on March 5, 2026, and a final prospectus supplement dated March 5, 2026 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act on March 6, 2026. The closing of the Euro Notes offering is expected to occur on March 10, 2026, subject to the satisfaction of customary closing conditions.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated March 4, 2026, by and among FIS and Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein. | |
| 1.2 | Underwriting Agreement, dated March 5, 2026, by and among FIS and the several underwriters named therein. | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Fidelity National Information Services, Inc. | ||||||
| Date: March 9, 2026 | ||||||
| By: | /s/ Caroline Tsai | |||||
| Name: | Caroline Tsai | |||||
| Title: | Chief Legal & Corporate Affairs Officer and Corporate Secretary | |||||
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