Item 5. Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Plans
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.
Approval of New Forms of Equity Awards
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”). 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. “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”). In addition, the Award Agreements require the executive to timely execute (and not revoke) a release agreement containing restrictive covenants upon such retirement. 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.
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.
Adoption of Omnibus Amendment
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. The Omnibus Amendment provides that the RSUs granted to Mr. 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. Pursuant to the Omnibus Amendment, all outstanding PSAs held by Mr. Behrens will be settled following the end of the applicable performance period for such PSA grant. As of the date of the Omnibus Amendment, Mr. Behrens held an aggregate 73,410 unvested RSUs and 133,325 unvested PSAs.
The foregoing description is qualified in its entirety by reference to the Omnibus Amendment attached hereto as Exhibit 10.05.
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ITEM 6. EXHIBITS
The following lists exhibits filed as part of this quarterly report on Form 10-Q:
Exhibit No. Description
3.01 (1) ACI Worldwide, Inc. Restated Certificate of Incorporation
3.02 (2) ACI Worldwide, Inc. Amended and Restated Bylaws of the Company
4.01 (3) Form of Common Stock Certificate (P)
10.01 Form of Performance Share Award Agreement
10.02 Form of Restricted Share Unit Award Agreement
10.03
Form of Executive Performance Share Award Agreement
10.04
Form of Executive Restricted Share Unit Award Agreement
10.05
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
31.02 Certification of Principal Financial Officer pursuant to SEC Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01 ** Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.02 ** Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema
101.CAL XBRL Taxonomy Extension Calculation Linkbase
101.LAB XBRL Taxonomy Extension Label Linkbase
101.PRE XBRL Taxonomy Extension Presentation Linkbase
101.DEF XBRL Taxonomy Extension Definition Linkbase
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
____________
** This certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. 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.
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.
(2) Incorporated herein by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed April 1, 2022.
(3) Incorporated herein by reference to Exhibit 4.01 to the registrant’s Registration Statement No. 33-88292 on Form S-1.
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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 thereunto duly authorized.
ACI WORLDWIDE, INC.
(Registrant)
Date: August 7, 2025 By:
/s/ ROBERT W. LEIBROCK
Robert W. Leibrock
Executive Vice President, Chief Financial Officer and Chief Accounting Officer
(Principal Financial Officer)
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