8-K: FIS Unveils Post-Transaction Pro Forma Financials

Fidelity National Information Services, Inc. (FIS) released supplemental pro forma financial data for 2024 and 2025, reflecting its acquisition of Issuer Solutions and divestiture of Worldpay.

Summary

• On January 9, 2026, FIS completed the acquisition of the Issuer Solutions business from Global Payments Inc. and concurrently sold all its equity interests in Worldpay Holdco, LLC.
• As consideration for the Issuer Solutions acquisition, FIS sold its remaining Worldpay equity interests and paid approximately $7.7 billion in cash, representing the excess of the Issuer Solutions purchase price over the Worldpay disposition proceeds.
• The Worldpay disposition was based on a $24.25 billion enterprise valuation, and the Issuer Solutions acquisition was based on a $13.5 billion enterprise valuation, both subject to customary adjustments.
• The supplemental financial data recalculates certain non-GAAP measures, including Adjusted Combined EBITDA and Adjusted Combined EBITDA Margin, on an adjusted combined company basis for fiscal years ended December 31, 2024 and 2025, and related quarters for 2025.
• The company expects to reorganize its reportable segments, integrating the Issuer Solutions Business within the Banking Solutions segment and reallocating certain existing business lines.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive informational update, demonstrating pro forma growth post-transaction and a clear strategic direction, despite the illustrative nature of the data.

Positives

• Pro Forma Combined Revenue increased from $12,520 million in FY 2024 to $13,186 million in FY 2025, indicating growth in the combined entity.
• Adjusted Combined EBITDA increased from $5,158 million in FY 2024 to $5,431 million in FY 2025, demonstrating improved operational profitability on a pro forma basis.
• Adjusted Combined EBITDA Margin remained stable at 41.2% for both FY 2024 and FY 2025, with sequential quarterly improvement observed throughout 2025 (from 38.8% in Q1 to 43.2% in Q4).
• The strategic acquisition of Issuer Solutions is expected to enhance the company's core Banking Solutions segment, aligning with a focused business strategy.

Negatives

• Significant acquisition, integration, and other costs were incurred, totaling $735 million in FY 2024 and $815 million in FY 2025, impacting overall profitability.
• Purchase accounting amortization of acquired intangible assets is a substantial and recurring non-GAAP adjustment, amounting to $1,038 million in FY 2024 and $1,030 million in FY 2025.
• The cash payment of approximately $7.7 billion for the Issuer Solutions acquisition represents a considerable cash outflow for the company.

Risks

• The unaudited adjusted combined financial information is presented for illustrative purposes only and is not necessarily indicative of the future results of operations of the company.
• Purchase accounting amortization of intangible assets will recur in future periods until fully amortized, and any future acquisitions may result in additional amortization expenses.
• Integration of acquired businesses and enterprise transformation initiatives involve significant costs and potential operational challenges that could impact financial performance.

Future Outlook

The company expects to reorganize its reportable segments to include the Issuer Solutions Business within the Banking Solutions segment and to move certain existing business lines between Banking Solutions, Capital Market Solutions, and Corporate and Other segments. The provided pro forma financial information is for illustrative purposes only and is not necessarily indicative of future results of operations.

Management Comments

• FIS management desires to furnish investors with the additional information set forth herein to improve the understanding of the Company's operating performance.

Industry Context

StockSavvy.ai notes that the divestiture of Worldpay and acquisition of Issuer Solutions represents a strategic pivot for FIS, streamlining its focus towards core banking and capital markets solutions while shedding its merchant acquiring business. This move aligns with a broader industry trend of financial technology companies specializing in specific verticals to enhance competitive advantage and operational efficiency.

Stakeholder Impact

• Shareholders: The transactions significantly alter the company's financial profile and strategic focus, potentially impacting future returns and risk exposure.
• Employees: Reorganization of segments and integration of acquired businesses may lead to changes in roles and responsibilities for employees.
• Customers: Customers of the acquired Issuer Solutions business will now be served by FIS, while Worldpay customers are no longer directly under FIS.

Next Steps

• Reorganization of reportable segments to include Issuer Solutions within the Banking Solutions segment.
• Movement of certain existing business lines between Banking Solutions, Capital Market Solutions, and Corporate and Other segments.

Key Dates

Recommendation

The filing provides pro forma financial data post-major strategic transactions, showing growth in combined revenue and EBITDA. While the strategic repositioning appears sound, the data is illustrative and not actual reported earnings. A 'hold' recommendation is appropriate as investors would need to see actual reported results and further guidance to assess the long-term impact and integration success before making a stronger commitment.

Keywords

FIS, Fidelity National Information Services, Issuer Solutions, Worldpay, Acquisition, Divestiture, Financial Services, Fintech, Banking Solutions, Capital Markets, SEC Filing, 8-K, Pro Forma, EBITDA, Revenue