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Rule 10b5-1 Plans
−Removed: None of the Company’s directors or officers adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended March 31, 2025.
+Added: None of the Company’s directors or officers adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025.
+Added: Approval of New Forms of Equity Awards
+Added: On August 1, 2025, the Company’s board of directors (the “Board”) approved a (i) new form restricted share unit (“RSU”) award agreement for members of the Company’s executive leadership team (the “ELT RSU Award Agreement”), and (ii) a new form performance share award (“PSA”) agreement for members of the Company’s executive leadership team (the “ELT PSA Award Agreement,” and together with the ELT RSU Award agreement, the “Award Agreements”).
+Added: The Award Agreements were revised from the existing form award agreements to change the definition of retirement used therein and to provide that the retirement treatment for such awards only applies if such retirement occurs at least six months following the grant date of the award.
+Added: “Retirement,” as revised in the Award Agreements, means any termination of the executive’s employment (other than for cause), if, at the time of such termination, (a) the executive has at least 10 years of continuous employment with the Company and (b) the individual’s age plus years of continuous employment is equal to or greater than 70 (the “Retirement Provision”).
+Added: In addition, the Award Agreements require the executive to timely execute (and not revoke) a release agreement containing restrictive covenants upon such retirement.
+Added: In the event of a qualified retirement under the terms of the new award agreements, the RSUs would vest in full and the PSAs would vest on a pro-rata basis based on actual performance.
+Added: The foregoing descriptions are qualified in their entirety by reference to the forms of ELT RSU Award Agreement and ELT PSA Award Agreement attached hereto as Exhibits 10.04 and 10.03, respectively.
+Added: Adoption of Omnibus Amendment
+Added: On August 1, 2025, the Board approved an omnibus amendment (the “Omnibus Amendment”), which amends all outstanding RSUs and PSAs held by Scott Behrens to include the Retirement Provision.
+Added: The Omnibus Amendment provides that the RSUs granted to Mr.
+Added: Behrens in 2023 and 2024 will be settled no later than March 15, 2026, and the RSUs granted to him in 2025 will be settled in accordance with the original payment timing set forth in the applicable award agreement.
+Added: Pursuant to the Omnibus Amendment, all outstanding PSAs held by Mr.
+Added: Behrens will be settled following the end of the applicable performance period for such PSA grant.
+Added: As of the date of the Omnibus Amendment, Mr.
+Added: Behrens held an aggregate 73,410 unvested RSUs and 133,325 unvested PSAs.
+Added: The foregoing description is qualified in its entirety by reference to the Omnibus Amendment attached hereto as Exhibit 10.05.
The following lists exhibits filed as part of this quarterly report on Form 10-Q:
4 unchanged sentences
4.01 (3) Form of Common Stock Certificate (P)
−Removed: 10.01 Performance Share Award Agreement
−Removed: Restricted Share Unit Award Agreement
+Added: 10.01 Form of Performance Share Award Agreement
+Added: 10.02 Form of Restricted Share Unit Award Agreement
+Added: Form of Executive Performance Share Award Agreement
+Added: Form of Executive Restricted Share Unit Award Agreement
+Added: Former Chief Financial Officer Omnibus Amendment to Equity Award Agreements
31.01 Certification of Principal Executive Officer pursuant to SEC Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference.
−Removed: (P) Paper Exhibit
+Added: Paper Exhibit
(1) Incorporated herein by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed August 17, 2017.
4 unchanged sentences
ACI WORLDWIDE, INC.
−Removed: May 8, 2025 By:
−Removed: /s/ S COTT W.
+Added: August 7, 2025 By:
+Added: /s/ ROBERT W.
Executive Vice President, Chief Financial Officer and Chief Accounting Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.