Shift4 Payments, Inc. (FOUR)

CIK: 0001794669. SIC: 7389 Services-Business Services, NEC. Latest 10-K as of: 2026-02-27.

SIC breadcrumb: Services > Business Services > SIC 7389 Services-Business Services, NEC

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1794669. Latest filing source: 0001794669-26-000010.

Selected Fundamentals

Metric	Value	Unit	FY	Filed
Revenue	4,180,000,000	USD	2025	2026-02-27
Net income	119,000,000	USD	2025	2026-02-27
Assets	8,713,000,000	USD	2025	2026-02-27

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001794669.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Metric	2018	2019	2020	2021	2022	2023	2024	2025
Revenue	560,600,000	731,400,000	766,900,000	1,367,500,000	1,993,600,000	2,565,000,000	3,331,000,000	4,180,000,000
Net income			-18,400,000	-48,200,000	75,100,000	86,000,000	230,000,000	119,000,000
Operating income	-13,100,000	-4,400,000	-57,600,000	-49,200,000	94,700,000	115,000,000	247,000,000	351,000,000
Assets		784,000,000	1,779,300,000	2,342,600,000	2,554,000,000	3,387,800,000	5,041,000,000	8,713,000,000
Liabilities		773,900,000	1,109,300,000	1,942,900,000	2,073,400,000	2,519,400,000	4,023,000,000	6,756,000,000
Stockholders' equity		-32,900,000	459,600,000	272,800,000	347,300,000	653,300,000	807,000,000	1,442,000,000
Cash and cash equivalents		3,700,000	927,800,000	1,231,500,000	702,500,000	455,000,000	1,212,000,000	964,000,000
Net margin			-2.40%	-3.52%	3.77%	3.35%	6.90%	2.85%
Operating margin	-2.34%	-0.60%	-7.51%	-3.60%	4.75%	4.48%	7.42%	8.40%

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001794669.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarter	End Date	Revenue	Net Income	Method
2023-Q2	2023-06-30	637,000,000	25,100,000	reported discrete quarter
2023-Q3	2023-09-30	675,400,000	32,600,000	reported discrete quarter
2023-Q4	2023-12-31	705,400,000	13,700,000	derived Q4 = FY annual - nine-month YTD
2024-Q1	2024-03-31	707,400,000	20,600,000	reported discrete quarter
2024-Q2	2024-06-30	827,000,000	39,200,000	reported discrete quarter
2024-Q3	2024-09-30	909,200,000	53,800,000	reported discrete quarter
2024-Q4	2024-12-31	887,000,000	116,000,000	derived Q4 = FY annual - nine-month YTD
2025-Q1	2025-03-31	848,300,000	16,700,000	reported discrete quarter
2025-Q2	2025-06-30	966,200,000	34,000,000	reported discrete quarter
2025-Q3	2025-09-30	1,176,900,000	28,100,000	reported discrete quarter
2025-Q4	2025-12-31	1,188,600,000	40,200,000	derived Q4 = FY annual - nine-month YTD
2026-Q1	2026-03-31	1,121,000,000	15,000,000	reported discrete quarter

Quarterly Charts

Macro Cross-References

CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
UNRATE - Unemployment Rate
FEDFUNDS - Federal Funds Effective Rate
CES0500000003 - Average Hourly Earnings of All Employees, Total Private
DFEDTARU - Federal Funds Target Range - Upper Limit
DFEDTARL - Federal Funds Target Range - Lower Limit
DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
PCEPI - Personal Consumption Expenditures: Chain-type Price Index
PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
PPIACO - Producer Price Index by Commodity: All Commodities
T10YIE - 10-Year Breakeven Inflation Rate
U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
PAYEMS - All Employees, Total Nonfarm
CIVPART - Labor Force Participation Rate
EMRATIO - Employment-Population Ratio
UNEMPLOY - Unemployed
CE16OV - Employment Level
ICSA - Initial Claims
JTSJOL - Job Openings: Total Nonfarm
JTSQUR - Quits: Total Nonfarm
GDPC1 - Real Gross Domestic Product
A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
INDPRO - Industrial Production: Total Index
TCU - Capacity Utilization: Total Index
HOUST - New Privately-Owned Housing Units Started: Total Units
PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
RSAFS - Advance Retail Sales: Retail Trade
PCE - Personal Consumption Expenditures
DSPIC96 - Real Disposable Personal Income
PSAVERT - Personal Saving Rate
M2SL - M2
BOPGSTB - U.S. International Trade in Goods and Services: Balance
MSPUS - Median Sales Price of Houses Sold for the United States
HSN1F - New One Family Houses Sold: United States
RHORUSQ156N - Homeownership Rate in the United States
TTLCONS - Total Construction Spending: Total Construction in the United States
RRVRUSQ156N - Rental Vacancy Rate in the United States
TOTALSL - Total Consumer Credit Owned and Securitized
REVOLSL - Revolving Consumer Credit Owned and Securitized
DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
GDP - Gross Domestic Product
GPDI - Gross Private Domestic Investment
GCE - Government Consumption Expenditures and Gross Investment
PCEC - Personal Consumption Expenditures
NETEXP - Net Exports of Goods and Services
GFDEBTN - Federal Debt: Total Public Debt
GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
FYFSD - Federal Surplus or Deficit
FGRECPT - Federal Government Current Receipts
FGEXPND - Federal Government: Current Expenditures
MANEMP - All Employees, Manufacturing
USCONS - All Employees, Construction
USTRADE - All Employees, Retail Trade
USFIRE - All Employees, Financial Activities
USGOVT - All Employees, Government
AWHAETP - Average Weekly Hours of All Employees, Total Private
DGORDER - Manufacturers' New Orders: Durable Goods
NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
BUSINV - Total Business Inventories
EXPGS - Exports of Goods and Services
IMPGS - Imports of Goods and Services
IR - Import Price Index (End Use): All Commodities
PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001794669-26-000020.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-31.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information presented in our unaudited condensed consolidated financial statements and the related notes and other financial data included elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”), as well as our audited consolidated financial statements and related notes as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27, 2026 (the “2025 Form 10-K”). In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources, that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and those described in “Cautionary Note Regarding Forward-Looking Statements,” and “Risk Factors” in Part I, Item 1A. of our 2025 Form 10-K. We assume no obligation to update any of these forward-looking statements.

As used in this Quarterly Report, unless the context otherwise requires, references to:

•“we,” “us,” “our,” the “Company,” “Shift4” and similar references refer to Shift4 Payments, Inc. and, unless otherwise stated, all of its subsidiaries.

•“Continuing Equity Owners” refers collectively to Rook and Searchlight Capital Partners, L.P., a Delaware limited partnership, and certain of its affiliated funds.

•“LLC Interests” refers to the common units of Shift4 Payments, LLC.

•“Founder” refers to Jared Isaacman, our Founder, former Chief Executive Officer, former Executive Chairman, and the sole stockholder of Rook.

•“Simplification Transactions” refer to certain organizational transactions that we effected in connection with the collapse of our Up-C structure and conversion of our Founder’s and Rook’s share of Class B and Class C common stock to Class A common stock in February 2026.

•“Rook” refers to Rook Holdings Inc., a Delaware corporation wholly-owned by our Founder and for which our Founder is the sole stockholder.

Overview

At Shift4, our mission is to boldly redefine commerce by simplifying complex payments ecosystems across the world.

We are a leading independent provider of software and payment processing solutions in the U.S., as well as a global leader in tax-free shopping (“TFS”) as a result of the acquisition of Global Blue Group Holding AG (“Global Blue”) in the third quarter of 2025. We power billions of transactions annually for hundreds of thousands of businesses in virtually every industry. We achieved our leadership position through decades of solving business and operational challenges facing our customers’ overall commerce needs. Our merchants range in size from small owner-operated local businesses to multinational enterprises conducting commerce globally.

Recent Developments

Transaction Agreement

On February 7, 2026, we entered into a Transaction Agreement with Shift4 Payments, LLC, our Founder, and Rook (the “Transaction Agreement”) to effect, among other things, the collapse of our former “Up-C” structure (the “Up-C Collapse”) via a taxable exchange, and the assignment and waiver of Rook’s rights under the tax receivable agreement (the “TRA”) amongst us, Rook and certain affiliates of Searchlight Capital Partners, L.P. (“Searchlight”) to us. The Simplification Transactions and other matters provided for in the Transaction Agreement provide significant benefits to us, including being relieved of material future TRA payments, no longer having a stockholder with majority voting power (“Elimination of Voting Control Benefit”) and obtaining a waiver by Rook of its rights under Section 4 of the Stockholders Agreement, dated June 4, 2020, among us, Rook, and Searchlight (the “Stockholders Agreement Waiver”) (these and the other benefits to us arising from the Simplification Transactions (the “Company Benefits”)).

Pursuant to the Transaction Agreement, the following transactions occurred: (i) Rook effected a redemption and exchange of all of its equity common units in Shift4 Payments, LLC on a one-for-one basis for shares of Class A common stock and cancelled the corresponding shares of Class B common stock, (ii) Mr. Isaacman exchanged all of his shares of Class C common stock on a one-for-one basis for shares of Class A common stock, (iii) Rook assigned all of its rights and benefits under the TRA to the Company, and each of Rook and the Company waived any rights they may have to any tax benefit payments; and (iv) Mr. Isaacman agreed to the Stockholders Agreement Waiver. Also pursuant to the Transaction Agreement, Mr. Isaacman agreed to a five-year obligation not to compete with the Company, and we and Mr. Isaacman agreed to, following the time that Mr. Isaacman’s service as NASA

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Administrator terminates, negotiate in good faith to reach an agreement upon which Mr. Isaacman shall return to service (whether as director, consultant, or otherwise) with the Company.

Pursuant to the Transaction Agreement, in consideration for the Company Benefits, including the assignment and waiver of the TRA, the Elimination of Voting Control Benefit, the Stockholder Agreement Waiver, and the Up-C Collapse, Mr. Isaacman (via Rook) received (i) a payment of cash held by us as a result of previously paid tax distributions from Shift4 Payments, LLC in the amount of approximately $139 million, (ii) 423,296 shares of our mandatory convertible preferred stock in a private placement, and (iii) deemed satisfaction in full of Mr. Isaacman’s previously disclosed agreement to fund 50% of the Company’s discretionary equity award program for non-management employees, which was implemented in November 2021.

Recent Acquisition

Bambora

On March 2, 2026, we completed the acquisition of Worldline’s North American subsidiaries (“Bambora”) for approximately $92 million in cash. Bambora serves over 140,000 merchants across the United States and Canada. Bambora’s gateway supports a mix of online and in-person payments across multiple specialized verticals.

Key Financial Definitions

The following briefly describes the components of revenue and expenses as presented in the accompanying unaudited Condensed Consolidated Statements of Operations.

Gross revenue consists of payments-based revenue, TFS revenue, and subscription and other revenues:

Payments-based revenue includes fees for payment processing and related services, and gateway services. Payment processing revenues are primarily driven as a percentage of the dollar volume of the transactions processed. They may also have a fixed fee, a minimum monthly usage fee and a fee based on transactions. Gateway services, data encryption and tokenization fees are primarily driven by per transaction fees as well as monthly usage fees. Included in payments-based revenue are fees earned from our international payments platform, strategic enterprise merchant relationships, and alternative payments methods, including cryptocurrency, gift cards and stock donations.

TFS revenue includes commissions for TFS services. TFS services commissions vary based on a number of factors such as the merchant, country and amount of purchase.

Subscription and other revenue includes software as a service (“SaaS”) fees for point of sale (“POS”) systems and terminals provided to merchants. POS and terminal SaaS fees are assessed based on the type and quantity of equipment deployed to the merchant. SaaS fees also include statement fees, fees for our proprietary business intelligence software and other annual fees. Subscription and other revenues also includes revenue derived from hardware sales, software license sales, third-party residuals and fees charged for technology support.

Cost of sales consists of interchange and processing fees, residual commissions, equipment and other costs of sales:

Interchange and processing fees represent amounts owed to card issuing banks and assessments paid to card associations based on transaction processing volume. These also include fees incurred by third-parties for data transmission and settlement of funds, such as processors and our sponsor bank.

Residual commissions represent monthly payments to third-party distribution partners. These costs are typically based on a percentage of payments-based revenue.

Equipment represents our costs of devices that are sold to merchants.

Other costs of sales includes amortization of internally developed capitalized software development costs, purchased capitalized software, acquired technology and capitalized customer acquisition costs. It also includes shipping and handling costs related to the delivery of devices. Capitalized software development costs are amortized using the straight-line method on a product-by-product basis over the estimated useful life of the software. Capitalized software, acquired technology and capitalized customer acquisition costs are also amortized on a straight-line basis.

General and administrative expenses consist primarily of compensation, benefits and other expenses associated with corporate management, finance, sales, human resources, shared services, information technology and other activities.

Revaluation of contingent liabilities represents adjustments to the fair value of contingent liabilities associated with acquisitions.

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Depreciation and amortization expense consists of depreciation and amortization expenses related to merchant relationships, trademarks and trade names, residual commission buyouts, equipment under lease, leasehold improvements, other intangible assets, and property, plant and equipment. We depreciate and amortize our assets on a straight-line basis. Leasehold improvements are depreciated over the lesser of the estimated life of the leasehold improvement or the remaining lease term. Maintenance and repairs, which do not extend the useful life of the respective assets, are charged to expense as incurred. Intangible assets are amortized on a straight-line basis over their estimated useful lives which range from two years to twenty years.

Professional expenses consist of costs incurred for accounting, audit, tax, legal, and consulting services. These include professional services related to acquisitions.

Advertising and marketing expenses relate to costs incurred to participate in industry tradeshows and dealer conferences, advertising initiatives to build brand awareness (including sponsorships), and expenses to fulfill loyalty program rewards earned by software partners.

Loss on extinguishment of debt represents the writeoff of unamortized capitalized financing costs associated with debt extinguishment.

Interest income primarily consists of interest income earned on our cash and cash equivalents.

Other income (expense), net primarily consists of other non-operating items. This includes transactional gains and losses related to foreign currency.

Gain (loss) on investments in securities represents adjustments to the fair value of our investments in securities.

Change in TRA liability represents adjustments to the TRA liability.

Interest expense consists of interest costs incurred on our borrowings and amortization of capitalized financing costs.

Income tax benefit (expense) represents federal, state, local and foreign income taxes.

Net income attributable to non-redeemable noncontrolling interests arises from net income from the non-owned portion of businesses where we have a controlling interest but less than 100% ownership. This includes the following:

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-27. Report date: 2025-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our consolidated financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial data included elsewhere in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review Item 1A of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

A discussion regarding our financial condition and results of operation for the year ended December 31, 2025 compared to the year ended December 31, 2024 is presented below. A discussion regarding our financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 is included under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 19, 2025.

Overview

At Shift4, our mission is to boldly redefine commerce by simplifying complex payments ecosystems across the world.

We are a leading independent provider of software and payment processing solutions in the U.S. We are also a leader in tax-free shopping (“TFS”) as a result of the acquisition of Global Blue Group Holding AG (“Global Blue”) in the third quarter of 2025. We power billions of transactions annually for hundreds of thousands of businesses in virtually every industry. We achieved our leadership position through decades of solving business and operational challenges facing our customers’ overall commerce needs. Our merchants range in size from small owner-operated local businesses to multinational enterprises conducting commerce globally.

Recent Developments

Executive Chairman - NASA Administrator Appointment and Up-C Collapse

In December 2025, Jared Isaacman, our Founder and former Executive Chairman, was sworn in as the administrator of NASA. Mr. Isaacman has announced his intention to retain the majority of his equity interest while reducing his voting power as noted below.

Previously, in connection with his prior nomination for NASA administrator which was subsequently withdrawn, Mr. Isaacman submitted an Ethics Agreement to the Designated Agency Ethics Official at NASA. In the Ethics Agreement, Mr. Isaacman had committed to take certain steps to avoid any actual or apparent conflict of interest in the event he is confirmed. This included without limitation surrendering his high-vote shares, which would have reduced his corresponding voting power to approximately 25%, in line with his economic interest in the Company.

On February 7, 2026, we entered into a Transaction Agreement to effect, among other things, the Up-C Collapse via a taxable exchange, and the assignment and waiver of Rook’s rights under the TRA to us. The Simplification Transactions and other matters provided for in the Transaction Agreement will provide significant benefits to us, including being relieved of material future TRA payments, no longer having a stockholder with majority voting power and obtaining a waiver by Rook of its rights under Section 4 of the Stockholders Agreement, dated June 4, 2020, among us, Rook, and Searchlight.

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Pursuant to the Transaction Agreement, in consideration for the Company Benefits, including the assignment and waiver of the TRA, the Elimination of Voting Control Benefit, the Stockholder Agreement Waiver, and the Up-C Collapse, Mr. Isaacman (via Rook) received approximately $192 million in value, which consists of (i) a payment of cash held by us as a result of previously paid tax distributions from Shift4 Payments, LLC in the amount of approximately $139 million, (ii) 423,296 shares of our mandatory convertible preferred stock in a private placement, and (iii) deemed satisfaction in full of Mr. Isaacman’s previously disclosed agreement to fund 50% of the Company’s discretionary equity award program for non-management employees, which was implemented in November 2021.

Recent Acquisitions

Global Blue

On July 3, 2025, we completed the acquisition of Global Blue by acquiring approximately 97.4% of the Global Blue shares outstanding. Subsequently, on August 18, 2025, Merger Sub and Global Blue consummated a statutory squeeze-out merger in accordance with the laws of Switzerland pursuant to which Global Blue merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and wholly-owned subsidiary of the Company, with the Company indirectly acquiring the remaining 2.6% of shares not previously tendered. Total purchase consideration amounted to approximately $2.7 billion of cash. Global Blue is a leading technology and travel services platform, primarily providing TFS, dynamic currency conversion, and payments solutions to the world’s largest retail brands, which significantly increases our overall customer base and geographic footprint, while diversifying our revenue.

Smartpay

On November 4, 2025, we completed the acquisition of Smartpay Holdings Limited (“Smartpay”), a leading independent provider of payment processing and point-of-sale solutions in Australia and New Zealand. Total purchase consideration amounted to approximately NZ$325 million (or about $186 million USD) in cash. The acquisition deepens our strategic presence in the region by combining our comprehensive payment infrastructure with Smartpay’s established distribution network, enabling scaled go-to-market strategies for products such as SkyTab POS systems and end-to-end solutions for hospitality and unified commerce merchants.

Pending Acquisition

Exclusive Negotiations to Acquire Worldline’s North American Subsidiaries

In October 2025, we entered into exclusive negotiations to acquire Worldline’s North American subsidiaries for approximately $84 million of cash, subject to customary closing adjustments. The contemplated transaction is expected to close in the first quarter of 2026, subject to customary approvals. The initial accounting for the acquisition, including the valuation of assets and liabilities acquired, is unavailable to disclose at this time.

Factors Impacting Our Business and Results of Operations

In general, our results of operations are impacted by factors such as the adoption of software solutions that are integrated with our payment solutions, continued investment in our core capabilities, ongoing pursuit of strategic acquisitions, and macro-level economic trends.

Increased adoption of software-integrated payments. We primarily generate revenue through fees assessed on volume initiated through our internal sales team and our integrated software partners. These fees include volume-based payments, transaction fees and subscription fees for software and technology solutions. We expect to continue to grow through both our internal sales team and integrated software partners, both of which have proven to be an effective and efficient way of acquiring new merchants and servicing these relationships.

Continued focus on converting our gateway-only customers to our end-to-end payments offering. Currently, a significant percentage of our merchant base relies only on our proprietary gateway technology solution to process card-based payments. However, as more of these gateway-only merchants choose to also adopt our end-to-end payment solutions, our revenue per merchant is expected to increase given the fees we generate on end-to-end payment processing services are significantly higher than the per transaction fees we earn on gateway-only services.

Mix of our merchant base. We continue to experience a shift to higher average revenue and volume per merchant. The revenue and margin of each merchant within our portfolio is affected by several factors, including the amount of payment volume processed, the industry vertical in which the merchant operates, and the number of solutions implemented by the merchant.

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Ability to attract and retain internal sales team and software partners. Our ability to attract and retain our internal sales team and software partners impacts our future growth and our ability to service our existing base of merchants. To facilitate internal talent attraction and retention, we strive to make Shift4 an inclusive and safe workplace, with opportunities for our employees to grow and develop in their careers, supported by competitive compensation, benefits and health and wellness programs. It is also critical we maintain our product leadership through continued investment in innovative technology solutions as a means to ensure we retain our current software partners while attracting new software partners.

Investment in product, distribution and operations. We make significant investments in both new product development and existing product enhancements, such as mobile POS, cloud enablement for our software partners’ existing systems, and contactless payments, including QR code based mobile payment technologies. New product features and functionality are brought to market through varied distribution and promotional activities, including collaborative efforts with industry leading software providers, tradeshows, and customer conferences. We will continue to invest in operational support in order to maintain service levels expected by our merchant customers.

Pursuit of strategic acquisitions. We intend to continue to pursue strategic acquisitions as part of our growth strategy that includes adding complementary technology capabilities to service our base of customers and adding critical sales and support capabilities within a specific industry vertical or geography. While these acquisitions are intended to add long-term value, in the short term they may have an adverse impact on operating margins.

Impact of international operations. As our international operations continue to expand, particularly as a result of the Global Blue acquisition, we will be increasingly subject to foreign exchange risk due to fluctuations in exchange rates between the U.S. dollar and the foreign currencies of countries in which we operate. Additionally, as described elsewhere in this Annual Report on Form 10-K, international operations expose us to additional risks and subject us to international laws and regulations.

Economic conditions and resulting consumer spending trends. Changes in macro-level consumer spending trends, as a result of inflation or reduced consumer confidence and discretionary spending, could affect the amount of volume processed on our platform, thus resulting in fluctuations in our revenue. There is additional political uncertainty in the U.S. as a result of the need for the federal government to increase its debt limit. A significant escalation or expansion of economic disruption could continue to impact consumer spending, broaden inflationary costs, and could have a material adverse effect on our results of operations. Our revenue is also impacted by seasonal consumer spending patterns, which historically have resulted in higher volumes and revenue being reported in our second and third fiscal quarters.

Key Financial Definitions

The following briefly describes the components of revenue and expenses as presented in the accompanying Consolidated Statements of Operations.

Gross revenue consists of payments-based revenue and subscription and other revenues:

Payments-based revenue includes fees for payment processing and related services, gateway services, and commissions for TFS services. Payment processing revenues are primarily driven as a percentage of the dollar volume of the transactions processed. They may also have a fixed fee, a minimum monthly usage fee and a fee based on transactions. Gateway services, data encryption and tokenization fees are primarily driven by per transaction fees as well as monthly usage fees. TFS services commissions vary based on a number of factors such as the merchant, country and amount of purchase. Included in payments-based revenue are fees earned from our international payments platform, strategic enterprise merchant relationships, and alternative payments methods, including cryptocurrency, gift cards and stock donations.

Cost of sales consists of interchange and processing fees, residual commissions, equipment and other costs of sales:

Residual commissions represent monthly payments to third-party distribution partners. These costs are typically based on a percentage of payments-based revenue.

Equipment represents our costs of devices that are sold to merchants.

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Revaluation of contingent liabilities represents adjustments to the fair value of contingent liabilities associated with acquisitions.

Professional expenses consist of costs incurred for accounting, tax, legal, and consulting services. These include professional services related to acquisitions.

Loss on extinguishment of debt represents the writeoff of unamortized capitalized financing costs associated with debt extinguishment.

Interest income primarily consists of interest income earned on our cash and cash equivalents.

Other income (expense), net primarily consists of other non-operating items. This includes transactional gains and losses related to foreign currency.

Gain (loss) on investments in securities represents adjustments to the fair value of our investments in securities.

Change in TRA liability represents adjustments to the Tax Receivable Agreement (“TRA”) liability.

Interest expense consists of interest costs incurred on our borrowings and amortization of capitalized financing costs.

Income tax benefit (expense) represents federal, state, local and foreign income taxes.

•the noncontrolling interests in Shift4 Payments, LLC and its consolidated subsidiaries, which is comprised of the income allocated to Continuing Equity Owners as a result of their proportional ownership of LLC Interests;

•the noncontrolling interests in certain subsidiaries of Global Blue Group Holding AG; and

•the income allocated to third-party shareholders of Vectron common stock prior to the execution of the DPLTA.

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Comparison of Results for the Year Ended December 31, 2025 and 2024

The following table sets forth the consolidated statements of operations for the periods presented.

Year Ended December 31,

$ change

(in millions)

2025

2024

Payments-based revenue

3,471

2,990

481

TFS revenue

255

—

255

Subscription and other revenue

454

341

113

Gross revenue

4,180

3,331

849

Network fees

(2,199)

(1,976)

(223)

Other costs of sales (exclusive of certain depreciation and amortization expense shown separately below)

(553)

(382)

(171)

General and administrative expenses

(682)

(459)

(223)

Revaluation of contingent liabilities

(4)

Depreciation and amortization expense (a)

(290)

(200)

(90)

Professional expenses

(87)

(41)

(46)

Advertising and marketing expenses

(32)

(22)

(10)

Gain on sale of subsidiaries

—

Impairment of intangible assets

(9)

—

(9)

Income from operations

351

247

104

Loss on extinguishment of debt

(12)

—

(12)

Interest income

Other income (expense), net

(9)

(11)

Gain on investments in securities

—

(67)

Change in TRA liability

(4)

(289)

285

Interest expense

(190)

(62)

(128)

Income (loss) before income taxes

195

(1)

196

Income tax benefit (expense)

(48)

296

(344)

Net income

147

295

(148)

Less: Net income attributable to noncontrolling interests

(28)

(65)

Net income attributable to Shift4 Payments, Inc.

119

230

(111)

(a)Depreciation and amortization expense includes depreciation of equipment under lease of $74 million and $54 million for the years ended December 31, 2025 and 2024, respectively.

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Results of Operations

Year ended December 31, 2025 compared to year ended December 31, 2024

Revenues (in millions)

Gross revenue increased by $849 million, or 25%. Gross revenue is comprised of payments-based revenue, TFS revenue and subscription and other revenues.

Payments-based revenue increased by $481 million, or 16%, primarily due to:

•the increase in volume of $44 billion, or 27%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, and;

•our recent acquisitions in 2024 and 2025.

Growth in volume outpaced payments-based revenue growth, primarily due to our continued onboarding of larger merchants with lower unit pricing than our existing customer base.

TFS revenue increased by $255 million. TFS revenue is the result of the acquisition of Global Blue in the third quarter of 2025.

Subscription and other revenues increased by $113 million, or 33%. The increase in subscription and other revenues was primarily driven by the impact of recent acquisitions as well as higher SaaS revenue associated with our SkyTab solutions.

Cost of Sales

Year Ended December 31,

(in millions)

2025

2024

$ Change

Network fees

(2,199)

(1,976)

(223)

The 11% increase in network fees was primarily due to the increase in payments-based revenue.

Gross revenue less network fees increased by $626 million, or 46%, primarily due to the impact of recent acquisitions, the increase in volume, and higher Subscription and other revenues. See Key Performance Indicators and Non-GAAP Measures for a discussion and reconciliation of gross revenue less network fees.

Year Ended December 31,

(in millions)

2025

2024

$ Change

Other costs of sales (exclusive of certain depreciation and amortization expense)

(553)

(382)

(171)

The increase in other costs of sales was primarily driven by our recent acquisitions and incremental residual commissions associated with revenue growth.

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Operating Expenses

Year Ended December 31,

(in millions)

2025

2024

$ Change

General and administrative expenses

(682)

(459)

(223)

The increase in general and administrative expenses was primarily due to expenses associated with our growth, which includes the impact of our recent acquisitions.

Year Ended December 31,

(in millions)

2025

2024

$ Change

Revaluation of contingent liabilities

(4)

The income (expense) for revaluation of contingent liabilities was primarily driven by fair value adjustments to contingent liabilities arising from various acquisitions we completed in recent years.

Year Ended December 31,

(in millions)

2025

2024

$ Change

Depreciation and amortization expense

(290)

(200)

(90)

The increase in depreciation and amortization expense was primarily due to the amortization of intangible assets recognized in connection with recent acquisitions, and increased equipment under lease associated with the growth of our SkyTab offering.

Year Ended December 31,

(in millions)

2025

2024

$ Change

Professional expenses

(87)

(41)

(46)

Professional expenses included expenses associated with acquisitions. The increase in professional expenses was primarily driven by higher acquisition-related costs, including costs associated with the acquisition of Global Blue.

Year Ended December 31,

(in millions)

2025

2024

$ Change

Advertising and marketing expenses

(32)

(22)

(10)

The increase in advertising and marketing expenses was primarily due to incremental brand awareness costs.

Year Ended December 31,

(in millions)

2025

2024

$ Change

Gain on sale of subsidiaries

—

The gain on sale of subsidiaries in 2025 was primarily due to the sale of acardo group AG (“acardo”), a subsidiary of Vectron that was not core to our business.

Year Ended December 31,

(in millions)

2025

2024

$ Change

Impairment of intangible assets

(9)

—

(9)

During 2025, the Company impaired the value of certain acquired technology that it determined was no longer of use.

Year Ended December 31,

(in millions)

2025

2024

$ Change

Interest income

The increase in interest income was primarily due to an increase in our average interest-earning cash balance.

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Year Ended December 31,

(in millions)

2025

2024

$ Change

Other income (expense), net

(9)

(11)

The decrease in other income (expense), net was primarily due to transactional losses related to foreign currency in 2025, as compared to gains in 2024.

Year Ended December 31,

(in millions)

2025

2024

$ Change

Gain on investments in securities

—

(67)

The realized gain on investments in securities for the year ended December 31, 2024 was due to the sale of one of our non-marketable equity investments. The unrealized gain on investments in securities for the year ended December 31, 2024 was due to fair value adjustments to our non-marketable equity investments.

Year Ended December 31,

(in millions)

2025

2024

$ Change

Change in TRA liability

(4)

(289)

285

As of September 30, 2024, we concluded that it was probable that we will be able to realize substantially all of the tax benefits associated with the TRA to date, based on estimates of future taxable income. See Note 13 to the accompanying consolidated financial statements for more information on the TRA.

Year Ended December 31,

(in millions)

2025

2024

$ Change

Interest expense

(190)

(62)

(128)

The increase in interest expense was primarily due to the issuance of our Existing 2032 Notes in 2024 and the issuance of our 2033 Euro Notes, New 2032 Notes, and $1.0 billion Term Loan Facility in 2025. After our recent financing activity, including the impact of amending our Credit Facilities effective January 5, 2026, our annualized interest expense is projected to be approximately $250 million, which is inclusive of approximately $9 million of non-cash deferred financing fee and premium amortization.

Year Ended December 31,

(in millions)

2025

2024

$ Change

Income tax benefit (expense)

(48)

296

(344)

The effective tax rate for the year ended December 31, 2025 was approximately 25%. The effective tax rate for the year ended December 31, 2024 was not meaningful due to the release of the previously recorded valuation allowance against certain deferred tax assets in the U.S.

Key Performance Indicators and Non-GAAP Measures

The following table sets forth our key performance indicators and non-GAAP measures for the periods presented:

Year Ended December 31,

2025

2024

Volume (in billions)

209

165

Gross revenue less network fees (in millions)

1,981

1,355

EBITDA (in millions)

758

324

Adjusted EBITDA (in millions)

970

678

Volume

Volume is defined as the total dollar amount of payments that we deliver for settlement on behalf of our merchants. Included in volume are dollars routed via our international payments platform, alternative payment methods, including cryptocurrency, stored value, gift cards and stock donations, plus volume we route to third party merchant acquirers on behalf of strategic enterprise merchant relationships. We do maintain transaction processing on certain legacy platforms that are not defined as volume.

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Gross revenue less network fees, EBITDA and Adjusted EBITDA

We use supplemental measures of our performance which are derived from our consolidated financial information but which are not presented in our consolidated financial statements prepared in accordance with GAAP. These non-GAAP financial measures include: gross revenue less network fees, which includes interchange and assessment fees; earnings before interest expense, interest income, income taxes, depreciation, and amortization (“EBITDA”); and Adjusted EBITDA.

Gross revenue less network fees represents a key performance metric that management uses to measure changes in the mix and value derived from our customer base as we continue to execute our strategy to expand our reach to serve larger, complex merchants.

Adjusted EBITDA is the primary financial performance measure used by management to evaluate its business and monitor results of operations. Adjusted EBITDA represents EBITDA further adjusted for certain non-cash and other nonrecurring items that management believes are not indicative of ongoing operations. These adjustments include acquisition, restructuring and integration costs, revaluation of contingent liabilities, gain on sale of subsidiaries, impairment of intangible assets, loss on extinguishment of debt, unrealized gains or losses on investments in securities, changes in TRA liability, equity-based compensation expense, and foreign exchange and other nonrecurring items. The financial impact of certain elements of these activities is often significant to our overall financial performance and can adversely affect the comparability of our operating results and investors’ ability to analyze the business from period to period.

We use non-GAAP financial measures to supplement financial information presented on a GAAP basis. We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance from period to period and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period to period comparisons. There are limitations to the use of the non-GAAP financial measures presented in this Annual Report. Our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

The non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from, or as a substitute for, financial information prepared in accordance with GAAP, and should be read only in conjunction with financial information presented on a GAAP basis. Reconciliations of gross revenue less network fees, EBITDA and Adjusted EBITDA to its most directly comparable GAAP financial measure are presented below. We encourage you to review the reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future periods, we may exclude such items and may incur income and expenses similar to these excluded items.

Reconciliations of gross revenue less network fees, EBITDA and Adjusted EBITDA

The tables below provide reconciliations of gross profit to gross revenue less network fees and net income on a consolidated basis for the periods presented to EBITDA and Adjusted EBITDA.

Gross revenue less network fees:

Year Ended December 31,

2025

2024

(in millions)

Gross revenue

4,180

3,331

Less: Network fees

(2,199)

(1,976)

Less: Other costs of sales (exclusive of depreciation of equipment under lease)

(553)

(382)

Less: Depreciation of equipment under lease

(74)

(54)

Gross profit (a)

1,354

919

Gross profit (a)

1,354

919

Add back: Other costs of sales

553

382

Add back: Depreciation of equipment under lease

Gross revenue less network fees

1,981

1,355

(a)The determination of gross profit is inclusive of depreciation of equipment under lease that is included in Depreciation and amortization expense in the Consolidated Statements of Operations. The table reflects the determination of gross profit for all periods presented. Although gross profit is not presented on the Consolidated Statements of Operations, it represents the most comparable metric calculated under U.S. GAAP to non-GAAP gross revenues less network fees.

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EBITDA and Adjusted EBITDA:

Year Ended December 31,

(in millions)

2025

2024

Net income

147

295

Interest expense

190

Interest income

(59)

(34)

Income tax (benefit) expense

(296)

Depreciation and amortization

432

297

EBITDA

758

324

Acquisition, restructuring and integration costs (a)

Revaluation of contingent liabilities

(4)

Gain on sale of subsidiaries (b)

(19)

—

Impairment of intangible assets (c)

—

Loss on extinguishment of debt (d)

—

Gain on investments in securities (e)

—

(67)

Change in TRA liability (f)

289

Equity-based compensation (g)

Foreign exchange and other nonrecurring items (h)

Adjusted EBITDA

970

678

(a)For the year ended December 31, 2025, consisted of $47 million of acquisition-related costs and $37 million of restructuring and other costs. For the year ended December 31, 2024, consisted of $20 million of acquisition-related costs and $19 million of restructuring and other costs.

(b)For the year ended December 31, 2025, consisted of $16 million resulting from the sale of acardo and $3 million resulting from the sale of other subsidiaries.

(c)For the year ended December 31, 2025, we recognized an $11 million impairment of intangible assets related to an immaterial acquisition we consummated in the first quarter of 2025.

(d)For the year ended December 31, 2025, consisted of a $9 million loss resulting from the writeoff of unused commitment fees in connection with bridge financing for the Global Blue acquisition and a $3 million loss resulting from the writeoff of unamortized deferred financing fees in connection with our prepayment of 2026 Senior Notes.

(e)For the year ended December 31, 2024, primarily consisted of unrealized and realized gains due to the sale of one of our non-marketable equity investments.

(f)See Note 13 to the accompanying consolidated financial statements for more information on the TRA.

(g)Consisted of equity-based compensation expense for RSUs, including employer taxes for vested RSUs. See Note 19 to the accompanying consolidated financial statements for more information on equity-based compensation. We exclude noncash equity-based compensation charges and additional Federal Insurance Contribution Act (“FICA”) and related payroll tax expense incurred when employees vest in restricted stock awards. Although noncash equity-based compensation and the additional FICA and related payroll tax expenses are necessary to attract and retain employees, we place our primary emphasis on stockholder dilution as compared to the accounting charges related to such equity-based compensation plans.

(h)For the year ended December 31, 2025, consisted of $17 million of expenses related to non-routine matters, $14 million of expenses related to the non-routine upgrade of our IT systems, and $10 million of foreign exchange-related losses. For the year ended December 31, 2024, consisted of $17 million of expenses related to non-routine matters and $5 million expenses related to the non-routine upgrade of our IT systems, partially offset by $1 million of unrealized foreign exchange gains.

Liquidity and Capital Resources

Overview

We have historically sourced our liquidity requirements primarily with cash flow from operations and, when needed, with debt or equity financing. The principal uses for liquidity have been acquisitions, capital expenditures, share repurchases and debt service. As of December 31, 2025, our cash and cash equivalents balance was $964 million, of which approximately $365 million was held outside of the U.S. by our foreign legal entities. In addition, “Settlement assets” includes $221 million of cash that will be used to settle merchant liabilities. The cash included within Settlement assets is typically paid to merchants within a few days of receipt in order to settle related liabilities.

In July 2025, in connection with the acquisition of Global Blue, we received aggregate proceeds of approximately $88 million from Huang River Investment Limited (an affiliate of Tencent Holdings Limited) and Ant International Technologies (Singapore) Holding Pte. Ltd. (an affiliate of Ant International (Cayman) Holding Limited) from the sale of 912,494 newly issued shares of Class A common stock.

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In May 2025, we issued 10,000,000 shares of our 6.00% Series A Mandatory Convertible Preferred Stock (“Preferred Stock”) for gross proceeds of $1 billion. Net proceeds after underwriting fees of $25 million were $975 million. While we intend to continue to pay quarterly cash dividends on our Preferred Stock, we do not intend to pay cash dividends on our Class A common stock in the foreseeable future. Shift4 Payments, Inc. is a holding company that does not conduct any business operations of its own. As a result, Shift4 Payments, Inc.’s ability to pay cash dividends on its common stock, if any, is dependent upon cash dividends and distributions and other transfers from Shift4 Payments, LLC. The amounts available to Shift4 Payments, Inc. to pay cash dividends are subject to the covenants and distribution restrictions in its subsidiaries’ agreements governing its indebtedness, including covenants in such agreements providing that the payments of dividends or other distributions are subject to annual limitations based on our market capitalization.

The following table sets forth summary cash flow information for the periods presented:

Year Ended December 31,

(in millions)

2025

2024

Net cash provided by operating activities

634

500

Net cash used in investing activities

(2,998)

(691)

Net cash provided by financing activities

2,055

929

Effect of exchange rate changes on cash and cash equivalents and restricted cash

(21)

Change in cash and cash equivalents and restricted cash

(254)

717

Operating activities

Net cash provided by operating activities consists of net income adjusted for certain non-cash items and changes in other assets and liabilities.

For the year ended December 31, 2025, net cash provided by operating activities of $634 million was primarily a result of net income of $147 million, adjusted for non-cash depreciation and amortization of $432 million, equity-based compensation of $82 million, provision for bad debts of $16 million, amortization of capitalized financing costs, net of premium accretion, of $15 million, loss on extinguishment of debt of $12 million, deferred income taxes of $7 million and unrealized foreign exchange losses of $5 million, partially offset by gain on sale of subsidiary of $(19) million and an impact from working capital items of $(72) million.

For the year ended December 31, 2024, net cash provided by operating activities of $500 million was primarily a result of net income of $295 million, adjusted for non-cash change in TRA liability of $289 million, depreciation and amortization of $297 million and equity-based compensation of $65 million, partially offset by deferred income taxes of $(322) million, gain on investments in securities of $(67) million and an impact from working capital items of $(76) million.

Investing activities

Net cash used in investing activities includes cash paid for acquisitions, deposits made with our sponsor bank under our Settlement Line Agreement, residual commission buyouts, purchases of property, plant and equipment, purchases of equipment to be leased, purchases of intangible assets, investments in securities, and capitalized software development costs.

Net cash used in investing activities was $2,998 million for the year ended December 31, 2025, an increase of $2,307 million compared to net cash used in investing activities of $691 million for the year ended December 31, 2024. This increase was primarily the result of a $2,190 million increase in net cash paid for acquisitions and a $123 million decrease in proceeds from the sale of investments in securities, partially offset by a $57 million decrease in deposits made with our sponsor bank and $24 million of proceeds from the sale of subsidiaries in 2025.

Financing activities

Net cash provided by financing activities was $2,055 million for the year ended December 31, 2025, an increase of $1,126 million compared to net cash provided by financing activities of $929 million for the year ended December 31, 2024. This increase was primarily due to a $2.8 billion increase in gross proceeds received from debt and equity issuances and $71 million of customer bank deposits being returned to depositors in connection with our transition of Finaro from a bank to a payment institution in 2024, partially offset by the $1,143 million repayment of our 2026 Senior Notes and 2025 Convertible Notes in 2025, a $307 million increase in payments for the repurchase of common stock, a $91 million change in settlement activity, $71 million paid to acquire additional Global Blue and Vectron shares post-acquisition, a $61 million increase in deferred financing costs, a $57 million decrease in borrowings on the settlement line of credit, and a $30 million increase in payments of preferred dividends.

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Settlement assets includes both cash and receivables from card networks. From period to period, the mix of cash and receivables included in Settlement assets may change, driving increases or decreases in financing cash flow.

Debt

As of December 31, 2025, we had $4,589 million total principal amount of debt outstanding, including $633 million of 2027 Convertible Notes, $1,650 million of 2032 Senior Notes $1,309 million of 2033 Euro Notes, and $997 million of principal outstanding on the Term Loan Facility.

As of December 31, 2024, we had $2,873 million total principal amount of debt outstanding, including $690 million of 2025 Convertible Notes, $450 million of 2026 Senior Notes, $633 million of 2027 Convertible Notes and $1,100 million of 2032 Senior Notes.

Convertible Notes – 2025 Notes

In December 2020, Shift4 Payments, Inc. issued $690 million principal amount of 2025 Convertible Notes. The 2025 Convertible Notes matured and were repaid on December 15, 2025 with cash on hand. As the share price of our Class A common stock at maturity was below the conversion price of $80.48 per share, no shares of common stock were issued upon maturity.

Senior Notes – 2026 Notes

In October 2020, Shift4 Payments, LLC and Shift4 Payments Finance Sub, Inc. (together, the “Issuers”) issued $450 million principal amount of 2026 Senior Notes. The 2026 Senior Notes were repaid in full during 2025.

Convertible Notes – 2027 Notes

In July 2021, Shift4 Payments, Inc. issued $633 million principal amount of 2027 Convertible Notes to qualified institutional buyers in an offering exempt from registration under the Securities Act. We received net proceeds, after deducting initial purchasers’ discounts and fees, of approximately $618 million from the offering of the 2027 Convertible Notes. The net proceeds of the 2027 Convertible Notes Offering, together with cash on hand, was used for general corporate purposes. The 2027 Convertible Notes will mature on August 1, 2027, unless earlier repurchased, redeemed or converted, and accrue interest at a rate of 0.50% per year. Interest on the 2027 Convertible Notes is payable semi-annually in arrears on each February 1 and August 1, commencing on February 1, 2022. We will settle conversions by paying in cash up to the principal amount of the 2027 Convertible Notes with any excess to be paid or delivered, as the case may be, in cash or shares of Class A common stock or a combination of both at our election, based on the conversion rate. The initial conversion rate is 8.1524 shares of Class A common stock per $1,000 principal amount of 2027 Convertible Notes (equivalent to an initial conversion price of approximately $122.66 per share of Class A common stock), subject to adjustment upon the occurrence of specified events. None of the specified events for the conversion of the 2027 Convertible Notes occurred as of December 31, 2025.

Senior Notes – 2032 Notes

In August 2024, the Issuers issued $1,100 million principal amount of 2032 Senior Notes (the “Existing 2032 Notes”). We received net proceeds, after deducting initial purchasers’ discounts and fees, of approximately $1,089 million from the offering of the Existing 2032 Senior Notes.

In May 2025, the Issuers issued an additional $550 million principal amount of 2032 Senior Notes (the “New 2032 Notes” and together with the Existing 2032 Notes, the “2032 Senior Notes”). We received net proceeds, after deducting initial purchasers’ discounts and fees, of approximately $547 million from the offering of the New 2032 Senior Notes. The New 2032 Notes were issued as additional notes under the same indenture governing the Existing 2032 Notes, and both series are treated as a single class of debt having identical terms other than issue date and issue price. The 2032 Senior Notes mature on August 15, 2032 and accrue interest at a rate of 6.75% per year. Interest on the 2032 Senior Notes is payable semi-annually in arrears on each February 15 and August 15, commencing on February 15, 2025 for the Existing 2032 Notes and August 15, 2025 for the New 2032 Notes. At any time on or after August 15, 2027, the Issuers may redeem all or a portion of the 2032 Senior Notes at the redemption prices set forth in the indenture governing the 2032 Senior Notes, plus accrued and unpaid interest, if any, to but excluding, the date of redemption.

Senior Notes – 2033 Euro Notes

In May 2025, the Issuers issued €680 million principal amount of 2033 Euro Notes (the “Existing 2033 Euro Notes”). We received net proceeds, after deducting initial purchasers’ discounts and fees, of approximately $753 million from the offering of the Existing 2033 Euro Notes.

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In December 2025, the Issuers issued an additional €435 million principal amount of 2033 Euro Notes (the “New 2033 Euro Notes” and together with the Existing 2033 Euro Notes, the “2033 Euro Notes”). We received net proceeds, after deducting initial purchasers’ discounts and fees, of approximately $514 million from the offering of the New 2033 Euro Notes. The New 2033 Euro Notes were issued as additional notes under the same indenture governing the Existing 2033 Euro Notes, and both series are treated as a single class of debt having identical terms other than issue date and issue price. The 2033 Euro Notes mature on May 15, 2033 and accrue interest at a rate of 5.50% per year. Interest on the 2033 Euro Notes is payable semi-annually in arrears on each May 15 and November 15, commencing on November 15, 2025 for the Existing 2033 Euro Notes and May 15, 2026 for the New 2033 Euro Notes. At any time on or after May 15, 2028, the Issuers may redeem all or a portion of the 2033 Euro Notes at the redemption prices set forth in the indenture governing the 2033 Euro Notes, plus accrued and unpaid interest, if any, to but excluding, the date of redemption.

Credit Facilities

In September 2024, Shift4 Payments, LLC (the “Borrower”) entered into a Second Amended and Restated First Lien Credit Agreement (the “Original Credit Agreement”) with Goldman Sachs Bank USA (“GS”), as administrative agent and collateral agent, and the lenders party thereto, providing for a $450 million senior secured revolving credit facility (“Revolving Credit Facility”), $113 million of which was originally available for the issuance of letters of credit.

In March 2025, the Borrower entered into an amendment to the Original Credit Agreement (the “First Amendment” and, the Original Credit Agreement, as amended by the First Amendment, the “Existing Credit Agreement”), with GS and the lenders party thereto, pursuant to which, among other things, the Original Credit Agreement was amended to (i) permit the consummation of the transactions contemplated by the transaction agreement with Global Blue and, from and after its execution and delivery of a joinder thereto on February 25, 2025, GT Holding 1 GmbH, a Swiss limited liability company and indirect wholly owned subsidiary of the Company (“Merger Sub”) (the “Global Blue Transaction Agreement”) and (ii) permit the incurrence and/or issuance of the Bridge Facilities (as defined below) and/or certain other permanent financing issued in lieu thereof or to refinance the loans thereunder.

On June 30, 2025 (the “Second Amendment Effective Date”), the Borrower entered into an Amendment No. 2 to its Second Amended and Restated First Lien Credit Agreement (the “Second Amendment” and, the Existing Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time, including by the Second Amendment, the “Credit Agreement”), with GS, the lenders party thereto, and certain subsidiary guarantors party thereto, pursuant to which, among other things, the Existing Credit Agreement was amended to (i) increase commitments under our Revolving Credit Facility from $450 million to $550 million (the “Revolving Credit Facility Increase”), up to $138 million of which is available for the issuance of letters of credit and up to $50 million of which is available for swing line loans, (ii) provide for a senior secured term loan facility in an aggregate principal amount of $1.0 billion (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Credit Facilities”), and (iii) amend the financial covenant, certain financial definitions and certain other covenants and provisions thereunder. Borrowings under the Credit Facilities are available in U.S. Dollars, Euros, and certain other agreed-upon currencies.

As of December 31, 2025, borrowings under the Credit Facilities bear interest at a rate per annum equal to, at the Borrower’s option:

(i) a term SOFR-based rate for U.S. Dollar denominated loans under the Credit Facilities (subject to a 0.0% floor), plus an applicable margin of (x) 2.50% in the case of the Term Loan Facility, and (y) 2.00% in the case of the Revolving Credit Facility;

(ii) an alternate base rate for U.S. Dollar denominated loans under the Credit Facilities (equal to the highest of the Federal Funds Effective Rate plus 0.50%, the term SOFR rate for an interest period of one month (subject to a 0.0% floor) plus 1.00%, and the prime rate announced by the administrative agent from time to time), plus an applicable margin of (x) 1.50% in the case of the Term Loan Facility, and (y) 1.00% in the case of the Revolving Credit Facility;

(iii) a EURIBOR-based rate (for Euro borrowings under the Revolving Credit Facility) (subject to a 0.0% floor), plus an applicable margin of 2.00%; or

(iv) an €STR-based rate (for Euro swing line loans) (subject to a 0.0% floor), plus an applicable margin of 2.00%.

The Term Loan Facility is repayable in quarterly installments (commencing on December 31, 2025) in an amount equal to 0.25% of the initial principal amount of the Term Loan Facility, with the balance payable on the maturity date thereof. The Revolving Credit Facility does not amortize, and the entire outstanding principal amount (if any) of the Revolving Credit Facility is due and payable on the maturity date thereof.

The Term Loan Facility is scheduled to mature on July 3, 2032, and the Revolving Credit Facility is scheduled to mature on September 5, 2029. There were no borrowings and borrowing capacity on the Revolving Credit Facility was $550 million as of December 31, 2025.

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On January 5, 2026, the Borrower entered into an Amendment No. 3 to its Second Amended and Restated First Lien Credit Agreement (the “Amended Credit Agreement”) with GS and the lenders party thereto. As a result of the Amendment No. 3, the applicable interest rate margin over the relevant benchmark rate on the Borrower’s term loans has been, (a) in the case of term loans that bear interest with reference to the term SOFR, reduced from 2.50% per annum under the Credit Agreement to 2.00% per annum under the Amended Credit Agreement and (b) in the case of alternate base rate loans, reduced from 1.50% per annum under the Credit Agreement to 1.00% per annum under the Amended Credit Agreement. All other material provisions of the Credit Agreement remain materially unchanged.

Settlement Line Agreement

In September 2024, Shift4 Payments, LLC entered into the Settlement Line Credit Agreement (the “Settlement Line Agreement”), by and between Shift4 Payments, LLC, as the borrower, and Citizens Bank, N.A. (“Citizens”), as the lender, providing for a settlement line of credit with an aggregate available amount of up to $100 million (the “Settlement Line”). The Settlement Line provides financing for certain settlement obligations of Shift4 Payments, LLC’s merchants.

In September 2025, Shift4 Payments, LLC entered into Amendment No. 1 to the Settlement Line Agreement which, among other things, extended the maturity date to September 28, 2026 and increased the aggregate available amount from $100 million to $125 million. As of December 31, 2025, borrowings against the Settlement Line amounted to $89 million which have been deposited in an account owned and controlled by Citizens. The deposit and borrowing have been netted on our Consolidated Balance Sheets because a right of offset exists and the parties intend to net settle.

Covenants

We expect to be in compliance with all financial covenants under our debt agreements for at least 12 months following the issuance of these consolidated financial statements.

Stock repurchases

In May 2024, the Board authorized a stock repurchase program (the “May 2024 Program”), pursuant to which we were authorized to repurchase up to $500 million shares of our Class A common stock through December 31, 2025.

In November 2025, the Board authorized a new stock repurchase program, replacing the May 2024 Program, pursuant to which we are authorized to repurchase up to $1 billion of shares of our Class A common stock through December 31, 2026 (the “November 2025 Program”).

During the year ended December 31, 2025, we repurchased 6,184,487 shares of Class A common stock for $453 million, including commissions paid, at an average price paid of $73.23 per share. As of December 31, 2025, $695 million remained available for stock repurchases under the November 2025 Program.

Cash Requirements

We believe that our cash and cash equivalents and future cash flow from operations will be sufficient to fund our operating expenses and capital expenditure requirements for at least the next twelve months and into the foreseeable future based on our current operating plan. Our material cash requirements include the following contractual obligations:

Debt

As of December 31, 2025, we had $4,589 million of debt principal outstanding. After our recent financing activity, including the amendment to our Credit Facilities effective January 5, 2026, we had 1) $7 million of debt principal payable within twelve months, and 2) future interest payments associated with the outstanding debt totaling $1,687 million, with $244 million payable within twelve months.

Preferred Stock Obligations

As of December 31, 2025, we had 10,000,000 shares of our Preferred Stock outstanding, with an aggregate liquidation preference of $1.0 billion. Dividends on the Preferred Stock are cumulative and accrue at an annual rate of 6.00% on the liquidation preference, payable quarterly in arrears, when and if declared by our Board. Subject to declaration, expected cash dividend payments on the preferred stock total $60 million over the next twelve months.

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Contingent Liabilities

As of December 31, 2025, the fair value of contingent liabilities to potentially be paid out in cash was $14 million, with $10 million payable within twelve months. As of December 31, 2025, the maximum amount of contingent liabilities to potentially be paid out in cash was $22 million, with $14 million payable within twelve months.

Critical Accounting Estimates

Our discussion and analysis of our historical financial condition and results of operations for the periods described is based on our audited consolidated financial statements which have been prepared in accordance with U.S. GAAP. The preparation of these historical financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments in certain circumstances that affect the reported amounts of assets, liabilities and contingencies as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. We evaluate our assumptions and estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP and does not require management’s judgment in its application, while in other cases, significant judgment is required in selecting among available alternative accounting standards that allow different accounting treatment for similar transactions. We consider these policies requiring significant management judgment to be critical accounting policies.

We have provided a summary of our significant accounting policies in Note 1 to the accompanying consolidated financial statements. The following critical accounting discussion pertains to accounting policies management believes are most critical to the portrayal of our historical financial condition and results of operations and that require significant, difficult, subjective or complex judgments. Other companies in similar businesses may use different estimation policies and methodologies, which may impact the comparability of our financial condition, results of operations and cash flows to those of other companies.

Revenue recognition

Application of the accounting principles in U.S. GAAP related to the measurement and recognition of revenue requires us to make judgments and estimates. Complex agreements with nonstandard terms and conditions may require interpretation to determine the appropriate accounting. Specifically, the determination of whether we are a principal to a transaction or an agent can also require considerable judgment. We have concluded that in nearly all cases we are the principal in our payment processing agreements as we control the service on our payments platform, which is transformative in nature and allows for front-end and back-end risk mitigation, merchant portability, third-party software integrations, and enhanced reporting functionality. We also contract directly with our merchants and have complete pricing latitude on the processing fees charged to our merchants. As such, we bear the credit risk for network fees and transactions. For our SaaS agreements, we allocate revenue to each performance obligation based on its relative standalone selling price, which is based on the estimated fair value of each product and service. Changes in judgments with respect to these assumptions and estimates could impact the amount of revenue recognized.

Business combinations and the valuation of acquired assets and liabilities

Upon acquisition of a company, we determine if the transaction is a business combination, which is accounted for using the acquisition method of accounting. Under the acquisition method, once control is obtained of a business, the assets acquired, and liabilities assumed, including amounts attributed to noncontrolling interests, are recorded at fair value. The determination of the fair value of these assets and liabilities is based on estimates which are subject to significant management judgment. The fair values of intangible assets are typically estimated using the relief-from-royalty method or the multi-period excess earnings method. Our estimates of fair value are based upon assumptions, including but not limited to projected revenues, earnings before interest expense and income tax margins, customer attrition rates, and discount rates. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable. Measurement period adjustments are reflected at the time identified, up through the conclusion of the measurement period, which is the time at which all information for determination of the values of assets acquired and liabilities assumed is received, and is not to exceed one year from the acquisition date. We may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill.

Additionally, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. We continue to collect information and reevaluate these estimates and assumptions periodically and record any adjustments to preliminary estimates to goodwill, provided we are within the measurement period. If outside of the measurement period, any subsequent adjustments are recorded to the consolidated statement of operations.

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A portion of the purchase consideration for certain of our acquisitions is often contingent on the performance of the acquired business. The contingent liability arising from the expected earnout payment included in purchase consideration is typically measured on the acquisition date using a fair value model such as a Monte Carlo simulation in a risk-neutral framework, calibrated to Management’s forecasts which are subject to significant judgment. Such contingent liabilities are re-measured to fair value at each reporting period.

Impairment assessments

We monitor conditions related to equipment for lease, property, plant and equipment, and intangible assets and test these assets for potential impairment whenever management concludes events or changes in circumstances, such as historical operating and/or cash flow losses of an asset group, indicate that the carrying amount may not be recoverable.

We perform a goodwill impairment test annually as of October 1 and whenever events or circumstances make it more likely than not that impairment may have occurred. We have determined that our business comprises one reporting unit. We have the option to first assess qualitative factors to determine whether events or circumstances indicate it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, in which case a quantitative impairment test is not required.

Income taxes

We recorded a valuation allowance against a majority of the deferred tax assets as of December 31, 2023. During the year ended December 31, 2024, management assessed the realizability of deferred tax assets and concluded that it is more likely than not that its net deferred tax assets will be realized and that a full valuation allowance is no longer required. The assessment included the fact that we are no longer in a three-year cumulative loss position and is projecting sufficient income in future periods to realize its deferred tax assets. We continue to maintain a valuation allowance on the portion of deferred tax assets that require capital gains income because there are no current projections of capital gains income at this time. In the future, changes to our estimates regarding the realizability of our gross deferred tax assets could materially impact our results of operations.

We entered into a TRA with Shift4 Payments, LLC and each of the Continuing Equity Owners that provided for certain payments by Shift4 Payments, Inc. to the Continuing Equity Owners. In connection with the Simplification Transactions, we are relieved of material future TRA payments, as Rook assigned all of its rights and benefits under the TRA to the Company. We are still obligated for payments to Searchlight under the TRA of 85% of the amount of certain tax benefits, if any, that Shift4 Payments Inc. actually realizes or in some circumstances is deemed to realize in its tax reporting, as a result of (1) the increases in our share of the tax basis of assets of Shift4 Payments, LLC resulting from prior redemptions of LLC Interests by Searchlight, (2) our utilization of certain tax attributes of Searchlight and (3) certain other tax benefits related to us making payments under the TRA.

The TRA liability amounted to $369 million as of December 31, 2025, since we concluded that it continues to be probable that we will realize tax benefits associated with the TRA. On February 7, 2026, we entered into a Transaction Agreement to effect, among other things, the Up-C Collapse via a taxable exchange, and the assignment and waiver of Rook’s rights under the TRA to the Company.