FOUR 10-K & 10-Q changes, risk factors and insider trading
Shift4 Payments, Inc. (also FOUR-PA) · NYSE · Services-Business Services, Nec · CIK 1794669 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “TFS is a competitive industry and we may lose merchant accounts to our competitors.”
New heading “A decrease in VAT rates or changes in VAT or VAT refund policies in countries in which our TFS business operates could negatively affect our TFS business.”
New heading “Price harmonization or convergence between destination geographies and home geographies may adversely affect our business.”
New heading “Our TFS business is dependent on our airport concessions and agreements with agents.”
New heading “Our business may be adversely affected by disintermediation of TFS processes.”
New heading “Risks Related to the Preferred Stock”
New heading “The Preferred Stock is junior to our indebtedness and structurally junior to the liabilities of our subsidiaries.”
New heading “We are a holding company and will depend upon funds from our subsidiaries, including Shift4 Payments, LLC, to pay cash dividends on the Preferred Stock.”
New heading “Holders of our Preferred Stock will bear the risk of fluctuations in the trading price of our Class A common stock.”
New heading “If the trading price of our Class A common stock increases, then a direct investment in our Class A common stock will earn higher returns from such increase than would an investment in the Preferred Stock.”
New heading “We may not have sufficient funds to pay, or may choose not to pay, dividends on the Preferred Stock at current or planned rates or at all. In addition, regulatory and contractual restrictions may prevent us from declaring or paying dividends.”
New heading “Not all events that may adversely affect the trading price of the Preferred Stock and our Class A common stock will result in an adjustment to the boundary conversion rates and the boundary conversion prices.”
New heading “The make-whole fundamental change provisions may not adequately compensate you for any loss in the value of the Preferred Stock that may result from a make-whole fundamental change.”
New heading “The Preferred Stock has only limited voting rights.”
New heading “You will have no rights with respect to our Class A common stock until the Preferred Stock is converted, but you may be adversely affected by certain changes made with respect to our Class A common stock.”
New heading “We may issue preferred stock in the future that ranks equally with the Preferred Stock with respect to dividends or liquidation rights, which may adversely affect the rights of preferred stockholders.”
New heading “If an active trading market for the Preferred Stock does not develop, then preferred stockholders may be unable to sell their Preferred Stock at desired times or prices, or at all.”
New heading “The trading price of our Class A common stock, the condition of the financial markets, prevailing interest rates and other factors could significantly affect the trading price of the Preferred Stock.”
New heading “The issuance or sale of shares of our Class A common stock, or rights to acquire shares of our Class A common stock, could depress the trading price of our Class A common stock and the Preferred Stock.”
New heading “Holders of our Preferred Stock may be diluted by future issuances of our Class A common stock or instruments convertible into shares of Class A common stock.”
New heading “The Preferred Stock may not be rated and, if rated, its ratings could be lowered.”
New heading “Rating agencies may change rating methodologies.”
New heading “Regulatory actions, changes in market conditions and other events may adversely affect the trading price and liquidity of the Preferred Stock and the ability of investors to implement a convertible arbitrage trading strategy.”
New heading “Holders of the Preferred Stock may be subject to tax with respect to the Preferred Stock, even though such holders will not receive a corresponding cash distribution.”
New heading “Holders of the Preferred Stock may not be entitled to the dividends-received deduction or preferential tax rates applicable to qualified dividend income.”
New heading “Provisions of the Preferred Stock could delay or prevent an otherwise beneficial takeover of us.”
New heading “The accounting method for the Preferred Stock may result in lower reported net earnings attributable to our Class A common stockholders and lower reported diluted earnings per share.”
Removed heading “Risks Related to the Transactions”
Removed heading “The announcement and pendency of the Offer and the Merger may have an adverse effect on our business and results of operations, and our failure to complete the transactions completed by the Transaction Agreement could have an adverse effect on our business, financial condition, results of operations, and stock price.”
Removed heading “While the Transactions are pending, we are subject to business uncertainties and contractual restrictions that could harm our business, financial condition, and results of operations.”
Removed heading “Litigation may arise in connection with the Transactions, which could be costly, prevent consummation of the Transactions, divert management’s attention, and otherwise harm our business, financial condition, and results of operations.”
Removed heading “Our future results will suffer if we do not effectively manage our expanded operations following the Transactions.”
Removed heading “The market price of our common stock may decline as a result of the completion of the Transactions.”
Removed heading “Restrictions on Shift4’s dealings with Vectron may delay the implementation of our acquisition strategy and could adversely impact our results of operations.”
Removed heading “Accelerated funding programs increase our working capital requirements and expose us to incremental credit risk, and if we are unable to access or raise sufficient liquidity to address these funding programs we may be exposed to additional competitive risk.”
Largest changes
“In addition, the regulatory framework for artificial intelligence is rapidly evolving as many federal, state and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations. Existing laws and regulations may be interpreted in ways that would affect the operation of our artificial intelligence technologies or could be rescinded or amended as new administrations take differing approaches to evolving artificial intelligence. …”see in full comparison
“Accelerated funding programs increase our working capital requirements and expose us to incremental credit risk, and if we are unable to access or raise sufficient liquidity to address these funding programs we may be exposed to additional competitive risk.”see in full comparison
“Litigation may arise in connection with the Transactions, which could be costly, prevent consummation of the Transactions, divert management’s attention, and otherwise harm our business, financial condition, and results of operations.”see in full comparison
“Regulatory actions, changes in market conditions and other events may adversely affect the trading price and liquidity of the Preferred Stock and the ability of investors to implement a convertible arbitrage trading strategy.”see in full comparison
“The trading price of our Class A common stock, the condition of the financial markets, prevailing interest rates and other factors could significantly affect the trading price of the Preferred Stock.”see in full comparison
“We expect that the Preferred Stock will be rated by one or more nationally recognized rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigative studies and assumptions, as they deem appropriate. A rating is not a recommendation to buy, sell or hold the Preferred Stock, and there is no assurance that any rating will apply for any given period of time or that a rating may not be adjusted or withdrawn. …”see in full comparison
Full comparison: every changed paragraph (189)
Investing in our Class A common stock or our Preferred Stock involves a high degree of risk. You should carefully consider the risks described below, the other information in this Annual Report, including our consolidated financial statements and the related notes, as well as our other public filings with the SEC, before deciding to invest in our Class A common stock.stock or our Preferred Stock. The occurrence of any of the events described below could harm our business, financial condition, results of operations, liquidity or prospects. In such an event, the market price of our Class A common stock or our Preferred Stock could decline, and you may lose all or part of your investment.
Risks Related to the Transactions
The announcement and pendency of the Offer and the Merger may have an adverse effect on our business and results of operations, and our failure to complete the transactions completed by the Transaction Agreement could have an adverse effect on our business, financial condition, results of operations, and stock price.
On February 16, 2025, we entered into the Transaction Agreement with Global Blue, as described more fully in “Pending Acquisitions” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this Annual Report. We currently expect the Offer to be completed on or before September 30, 2025 (subject to extension through February 16, 2026 by us or Global Blue upon written notice in the event that certain conditions remain unsatisfied as of September 30, 2025).
Completion of the transactions contemplated by the Transaction Agreement (the “Transactions”) is subject to customary closing conditions set forth therein, as further described in “Pending Acquisitions” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this Annual Report. There is no assurance that all of the various conditions will be satisfied, or that the transactions will be completed on the proposed terms, within the expected timeframe, or at all.
The transactions may be delayed, and may ultimately not be completed, due to a number of factors, including without limitation:
•potential future stockholder litigation and other legal and regulatory proceedings, which could prevent, materially restrain, or materially impair the consummation of the transactions; and
•the failure to satisfy the other conditions to the completion of the Transactions.
If the Transactions are not consummated, we may suffer other consequences that could adversely affect our business, financial condition, results of operations, and stock price, and our stockholders would be exposed to additional risks, including:
•to the extent that the current market price of our stock reflects an assumption that the Transactions will be completed, the market price of our common stock could decrease if the transactions are not completed;
•investor confidence in us could decline; stockholder litigation could be brought against us; our relationships with existing and prospective customers, service providers, investors, lenders, and other business partners may be adversely impacted we may be unable to retain key personnel; and our results of operations may be adversely impacted due to costs incurred in connection with the Transactions;
•any disruptions to our business resulting from the announcement and pendency of the transactions, including adverse changes in our relationships with customers, suppliers, partners and employees, may continue or intensify in the event the Transactions are not consummated or is significantly delayed; and
•the risks related to the diversion of attention of our management or employees from ongoing operations during the pendency of the Transactions.
There can be no assurance that our business, relationships with other parties, liquidity, or financial condition will not be adversely affected, as compared to the condition prior to the announcement of the Transactions, if the Transactions are not consummated. Even if successfully completed, there are certain risks to our stockholders from the Transactions.
While the Transactions are pending, we are subject to business uncertainties and contractual restrictions that could harm our business, financial condition, and results of operations.
During the period prior to the closing of the Transactions and pursuant to the terms of the Transaction Agreement, our business is exposed to certain inherent risks and contractual restrictions that could harm our business, financial condition, and results of operations, including:
•potential uncertainty in the marketplace, which could lead current and prospective customers to work with other providers or delay transacting with us;
•the possibility of disruption to our business and operations resulting from the announcement and pendency of the Transactions, including diversion of management attention and resources;
•the inability to pursue certain business opportunities and other restrictions on our ability to conduct our business;
•the amount of the costs, fees, expenses and charges related to the Offer, the Merger, and the Transaction Agreement, including, but not limited to, the cost of any legal proceeding that may be instituted against us, which may materially and adversely affect our financial condition; and
•other developments beyond our control, including, but not limited to, changes in global economic conditions that may affect the timing or success of the Transactions.
If any of these effects were to occur, it could adversely impact our business, cash flow, financial condition, or results of operations, as well as the market price of our common stock and our perceived value, regardless of whether the Transaction is completed.
Litigation may arise in connection with the Transactions, which could be costly, prevent consummation of the Transactions, divert management’s attention, and otherwise harm our business, financial condition, and results of operations.
Regardless of the outcome of any future litigation related to the Transactions, such litigation may be time-consuming and expensive and may distract our management from running the day-to-day operations of our business. The litigation costs and diversion of management’s attention and resources to address the claims and counterclaims in any litigation related to the Transactions may adversely affect our business, results of operations, prospects, and financial condition. If the Transactions are not consummated for any reason, litigation may be filed in connection with the failure to consummate the Transactions. Any litigation related to the Transactions may result in negative publicity or an unfavorable impression of us, which could adversely affect the price of our common stock, impair our ability to recruit or retain employees, damage our relationships with our customers and business partners, or otherwise harm our operations and financial performance.
Following the consummation of the Transactions, weWe may be unable to integrate the Global Blue business successfully or realize the anticipated synergies and related benefits of the Transactions.Global Blue Merger.
We andThe Global Blue enteredMerger into the Transaction Agreement with the expectation that the Transactions will result in various benefits and synergies. However, the Transactions involvesinvolved the combination of two companies that currentlypreviously operateoperated as independent companies. We may be unable to successfully operate Global Blue’s business or integrate it into its own operations as a combined company.company or achieve the desired benefits and synergies from the transaction.
AfterWe the consummating the Transactions, we will beare required to devote significant management attention and resources to integrating the portfolio and operations of Global Blue. Potential difficulties that we may encounter in the integration process include without limitation:
•the inability to combine our business with Global Blue in a manner that permits us to achieve any cost savings or other synergies anticipated as a result of the TransactionsGlobal Blue Merger or to achieve such cost savings or other anticipated synergies in a timely manner, which could result in us not realizing some anticipated benefits of the TransactionsGlobal Blue Merger in the time frame currently anticipated, or at all;
•potential unknown liabilities and unforeseen increased expenses, delays or unfavorable conditions in connection with the anticipated consummationintegration of theGlobal Transactions and the subsequent integrationBlue; and
•performance shortfalls at one or both of the companies as a result of the diversion of management’s attention from ongoing business activities as a result of completing the Transactionsintegration and integratingof the companies’ operations.
It is possible that the integration process could result in the distraction of our management, the loss of key employees, the disruption of our ongoing business or inconsistencies in our operations, services, standards, controls, procedures and policies, any of which could adversely affect our ability to maintain relationships with third parties and employees or to achieve the anticipated benefits of the Transactions,Global Blue Merger, or could otherwise adversely affect our business and financial results.
Our future results will suffer if we do not effectively manage our expanded operations following the Transactions.
Following the Transactions, the size and scope of operations of the business of the combined company will increase beyond the current size and scope of operations of either our or Global Blue’s current businesses. In addition, we may continue to expand our size and operations through additional acquisitions or other strategic transactions. Our future success depends, in part, upon our ability to manage our expanded business, which may pose substantial challenges for its management, including challenges related to the management and monitoring of new operations and locations and associated increased costs and complexity. There can be no assurances that we will be successful in managing such expanded business or that we will realize the expected economies of scale, synergies and other benefits currently anticipated from the Transactions or anticipated from any additional acquisitions or strategic transactions.
The market price of our common stock may decline as a result of the completion of the Transactions.
The market price of our common stock may decline as a result of the completion of the Transactions for a number of reasons, including if we do not achieve the perceived benefits of the Transactions as rapidly or to the degree anticipated by financial and industry analysts, or if the effect of the Transactions on our financial results is not consistent with the expectations of financial and industry analysts. In addition, if the Transactions are consummated, our stockholders will own interests in a company operating an expanded business with a different mix of assets, risks and liabilities. Current stockholders may not wish to continue to invest in us, or for other reasons may wish to dispose of some or all of their shares of our common stock. If, following the consummation of the Transactions, there is selling pressure on our common stock that exceeds demand at the market price, the price of our common stock could decline.
As a result of the Transactions,Global Blue Merger, the combined company may experience impacts on relationships with customers, suppliers and distributors that may harm the combined company’s business and results of operations. Certain suppliers or distributors may seek to terminate or modify contractual obligations following the TransactionsGlobal Blue Merger whether or not contractual rights are triggered as a result of the Transactions.Global Blue Merger. There can be no guarantee that customers, suppliers and distributors will remain with or continue to have a relationship with the combined company or do so on contractual terms amenable to us following the Transactions.Global Blue Merger. If any suppliers or distributors seek to terminate or modify contractual obligations or discontinue their relationship with the combined company, then the combined company’s business and results of operations may be harmed.
TFS is a competitive industry and we may lose merchant accounts to our competitors.
Our TFS business competes primarily with other TFS providers and also competes with a limited number of merchants that provide TFS services in-house and governments that in-source the TFS process. The number of our competitors in the TFS business and the extent of their operations have been increasing in recent years, including a number of mobile app-based providers (i.e., technology start-ups) looking to disrupt the TFS business, and we expect them to continue to try to expand their operations. Our international payments business, on the other hand, competes with a wide variety of businesses of varying sizes, including online competitors providing omnichannel payment and currency conversion services to businesses and directly to individuals, often at better rates of exchange. Similarly, our Post-Purchase Solutions businesses compete with a large number of competitors, including in respect of the retail returns, e-receipts and online post-purchase process.
Actions taken by our competitors, as well as actions taken by us to maintain competitiveness, have placed and will continue to place pressure on our pricing, margins and profitability, as well as the availability and attractiveness of key contracts. In particular, certain competitors of our TFS business may offer a higher revenue share to merchants, which may be attractive to some merchants. This may require us to adjust the percentage of revenue sharing with such counterparties or lose merchant relationships. Our agreements with merchants do not contain exclusivity clauses, which makes it easier for competitors to establish relationships with the merchants that are part of our network. Our agreements with merchants are also generally short- to medium-term contracts, generally lasting three years on average. Upon scheduled renewal of a contract or during the term of a contract, we may face pressure regarding pricing or other contractual terms, making it more difficult to retain merchants on favorable terms, or we may be unable to renew contracts with merchants on satisfactory terms. If we lose existing merchant relationships or a sufficient number of key merchant partners, or if we are unable to renew existing contracts upon expiry at attractive terms or at all, this could have a material adverse effect on our business, results of operations and financial condition.
Certain competitors could use strong or dominant positions in one or more marketsindustries to gain a competitive advantage over us by integrating competing platforms or features into products that they control, including but not limited to search engines, web browsers, mobile device operating systems, and social networks, by making acquisitions, or by making access to our platform more difficult. Further, current and future competitors could choose to offer a different pricing model, or to undercut prices in the market or our prices, in an effort to increase their market share. Failure to compete effectively against any of these or other competitive threats could adversely affect our business, financial condition or results of operations.
A decrease in VAT rates or changes in VAT or VAT refund policies in countries in which our TFS business operates could negatively affect our TFS business.
Any reduction in VAT rates or adverse changes to VAT policies in our current or potential new markets could have a negative impact on our business and results of operations. For example, the British government abolished the VAT Retail Export Scheme on January 1, 2021, and now overseas visitors to the United Kingdom are no longer able to obtain a VAT refund on items they buy in the United Kingdom and take home with them in their luggage. Legal and regulatory changes may also restrict our activities, including through nationalization of the TFS scheme or by eliminating the availability of TFS schemes altogether, limiting the number of TFS providers within those jurisdictions or restricting our ability to process TFS claims on behalf of international shoppers. Changes in laws and regulations may also place restrictions on our business model, for example by limiting transaction fees that we charge to international shoppers. Such changes, which are unpredictable and outside of our control, may cause us to incur higher compliance costs. While VAT rates have historically been increased and many countries have adopted VAT policies in recent years, any such changes to VAT rates or VAT policies could have a material adverse effect on our business, results of operations and financial condition.
Certain countries impose restrictions on the transactions and goods that are eligible for VAT refunds, such as minimum purchase amount or a list of items that are eligible for VAT refunds. An increase in the minimum purchase amount or a reduction in the list of eligible items would lead to a reduction in the number of transactions that are eligible for VAT refunds. In the event there is such a shift in any of the countries in which we operate, it would have a negative impact on our results of operations.
Price harmonization or convergence between destination geographies and home geographies may adversely affect our business.
The level of spend while shopping abroad, and the willingness of international shoppers to spend abroad, are impacted by the price differential. In particular, the price differential of luxury goods is a significant factor influencing an international shopper’s purchasing decision. If the price differential between various markets is reduced, resulting in price harmonization across destination markets (such as Europe) and home markets (such as the Asia Pacific (“APAC”) region) due to changes in retail pricing policies, additional online purchasing options and access, macroeconomic factors (such as relative foreign exchange rates) or government policies (such as a reduction in import duties or consumption taxes), this could lead to a decrease in the number or size of TFS transactions, which could have a material adverse effect on our business, results of operations and financial condition.
Our TFS business is dependent on our airport concessions and agreements with agents.
More than 35% of our TFS refund locations are in airports, and we have entered into concession agreements with airport authorities for space in on-airport locations. Such agreements typically have terms of three years, may vary in pricing and do not contain exclusivity provisions. Unlike off-airport locations, where rental space is more freely available, our on-airport refund points cannot move to a nearby location should an airport impose less favorable terms on us during the renewal process or during the duration of a concession agreement. Any decision by airport authorities to increase rental costs or otherwise modify the economic terms of our concession agreements could have a material adverse effect on our business, results of operations and financial condition.
In certain cases, we are required to use an agent to offer TFS services. Our agents may attempt to modify the economic terms of our arrangements with them, which would have the effect of lowering our margins. Additional airport authorities in the future may also require us to use agents, thereby lowering our profitability.
Our TFS business is also subject to varying levels of supervision and regulation in the territories in which TFS services are offered. For instance, certain of our TFS operations rely on local licenses, authorizations and government agreements and any adverse changes to such licensing or authorization requirements or government agreements may result in a loss of, or adverse changes to, such operations. We currently holds licenses or government agreements to operate TFS services in Argentina, the Bahamas, Colombia, Cyprus, Denmark, Finland, France, Iceland, Korea, Latvia, Lebanon, Morocco, Peru, Poland, Singapore, Spain, Turkey and Uruguay.
Failure to obtain or maintain a license, be awarded a government tender in a particular location or comply with industry body standards, could preclude us from offering our TFS and/or payments businesses in that location or subject us to fines and penalties under local laws.
Our costs of compliance would also increase if countries were to adopt legislation requiring us to obtain licenses or government contracts to conduct TFS services, or if more of the countries in which we operate were to treat our Dynamic Currency Conversion (“DCC”) services as a regulated business and require a license to offer currency conversion. Any material increase in the costs associated with obtaining and maintaining licenses or government contracts, or penalties for failure to comply, as a result of a change in law or otherwise, could force us to leave the relevant jurisdiction or lead to the payment of fines, which could have a material adverse effect on our business, results of operations and financial condition.
Our business may be adversely affected by disintermediation of TFS processes.
Disintermediation may happen if certain governments or merchants in-source the TFS process partially or entirely. Alternatively, disintermediation of the TFS process could occur if governments amend their VAT regulations to no longer require the merchant to issue tax-free forms and/or determine the eligibility of international shoppers for VAT refunds. For example, some jurisdictions (such as Belgium and France) have regulations that could provide the opportunity for “business to consumer” players to establish business models that increase the risk of disintermediation. This and other types of disintermediation may have a negative impact on our TFS business, as its business model is reliant upon its merchant partners.
The U.S. experienced historically high levels of inflation from 2021 through 2023. According to the U.S. Department of Labor, the annual inflation rate for the U.S. was 2.9%2.7% for the twelve months ended December 31, 2024.2025. While inflation has decreased in 2024,2024 and 2025, if the inflation rate increases again, it will likely affect our expenses, including, but not limited to, increased employee compensation expenses and costs for supplies. In the event inflation increases, we may seek to increase the sales prices of our products and services in order to maintain satisfactory margins. Any attempts to offset cost increases with price increases may reduce sales, increase customer dissatisfaction, or otherwise harm our reputation. Moreover, to the extent inflation has other adverse effects on the market, it may adversely affect our business, financial condition and results of operations.
The financial services, payments and payments technology industries are subject to rapid technological advancements, resulting in new products and services, including mobile payment applications and customized integrated software payment solutions, and an evolving competitive landscape, as well as changing industry trends and the needs and preferences of our merchants and consumers. We expect that new services and technologies applicable to the financial services, payments and payment technology industries will continue to emerge, and external factors may accelerate such emergence. These changes may limit the competitiveness of and demand for our services. Also, our merchants continue to adopt new technology for business. We must anticipate and respond to these changes in order to remain competitive within our relative markets.industries. In addition, failure to develop value-added services that meet the needs and preferences of our merchants could adversely affect our ability to compete effectively in our industry. Any new solution we develop or acquire might not be introduced in a timely or cost-effective manner and might not achieve the broad market acceptance necessary to generate significant revenue. In addition, these solutions could become subject to legal or regulatory requirements, which could prohibit or slow the development and provision of such new solutions and/or our adoption thereof. Furthermore, our merchants’ potential negative reaction to our products and services can spread quickly through social media and damage our reputation before we have the opportunity to respond. Improving and enhancing the functionality, performance, reliability, design, security and scalability of our platform is expensive, time-consuming and complex, and to the extent we are not able to do so in a manner that responds to our merchants’ evolving needs, our business, financial condition and results of operations will be adversely affected. If we are unable to anticipate or respond to technological or industry standard changes on a timely basis, our ability to remain competitive could be adversely affected.
Our use of artificial intelligence and machine learning tools may subject us to regulatory requirements and additional risks and may adversely impact our reputation and the performance of our products, service offerings and business.
In addition, the regulatory framework for artificial intelligence is rapidly evolving as many federal, state and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations. Existing laws and regulations may be interpreted in ways that would affect the operation of our artificial intelligence technologies or could be rescinded or amended as new administrations take differing approaches to evolving artificial intelligence. As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet completely determine the impact future laws, regulations, standards, or market perception of their requirements may have on our business and may not always be able to anticipate how to respond to these laws or regulations. In Europe, the EU Artificial Intelligence Act (the “EU AI Act”) establishes a comprehensive, risk-based governance framework for artificial intelligence in the EU market, with the majority of substantive requirements applying from August 2, 2026. The EU AI Act applies to companies that develop, use and/or provide AI in the EU. Requirements are dependent on the AI use case and fines of up to 3% of worldwide annual turnover or 15 million euros (whichever is higher) can apply for breaches of requirements applicable to high-risk AI use cases. Once fully applicable, the EU AI Act, together with developing guidance and/or decisions in this area, may affect our use of artificial intelligence and our ability to provide, improve or commercialize our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us, and could adversely affect our business, operations and financial condition.
Our costs of compliance would also increase if countries were to adopt legislation requiring us to obtain licenses or government contracts to conduct TFS services, or if more of the countries in which we operate were to treat our Dynamic Currency Conversion (“DCC”) services as a regulated business and require a license to offer currency conversion.
Our international payments business also depends on the involvement of card schemes, such as Visa or MasterCard, which act as intermediaries between Acquirers. If there is an increase in the prevalence of foreign exchange cards, which aim to provide currency conversion services at better foreign exchange rates or with lower fees than traditional cards, the number of travelers using our payments business could decrease. In addition, the relationship with providers of card schemes is similarly important and any deterioration or termination of such relationships could negatively impact our international payments business. For example, if card schemes, such as Visa or MasterCard, decided to cease allowing our Dynamic Currency Conversion (“DCC”) services, the results of our international payments business would be adversely affected. An increase in fees charged by card schemes in connection with currency conversion transactions may reduce our margins or compromise our international payments business model.
Our international payments business may be subject to reputational risks in the event of adverse publicity relating to certain products that we offer, such as DCC. Further, there is a risk that international shoppers no longer utilize our DCC offerings, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Management's Discussion & Analysis (MD&A)
New heading “Executive Chairman - NASA Administrator Appointment and Up-C Collapse”
New heading “Pending Acquisition”
New heading “Exclusive Negotiations to Acquire Worldline’s North American Subsidiaries”
New heading “Senior Notes – 2033 Euro Notes”
New heading “Credit Facilities”
New heading “Preferred Stock Obligations”
Removed heading “Chief Executive Officer Succession Planning”
Removed heading “Pending Acquisitions”
Removed heading “Tender and Support Agreements”
Removed heading “Debt Commitment Letter”
Removed heading “End-to-end payment volume”
Removed heading “Convertible Notes, Senior Notes and Revolving Credit Facility”
Removed heading “Second Amended and Restated Revolving Credit Facility”
Removed heading “Useful lives of equipment for lease, property, plant and equipment, residual commission buyouts, capitalized customer acquisition costs, and intangible assets”
Largest changes
“On February 16, 2025, in connection with the Transaction Agreement, we entered into Tender and Support Agreements (each a “Support Agreement” and collectively, the “Support Agreements”) with each of the following shareholders of Global Blue (i) SL Globetrotter, L.P., (ii) Global Blue Holding LP, (iii) Ant International Technologies (Hong Kong) Holding Limited, (iv) CK Opportunities Wolverine S.À.R.L., (v) Partners Group Private Equity (Master Fund), LLC, (vi) Partner Group Barrier Reef, L.P., (vii) Partners Group Client Access 5 L.P. …”see in full comparison
“Useful lives of equipment for lease, property, plant and equipment, residual commission buyouts, capitalized customer acquisition costs, and intangible assets”see in full comparison
“The foregoing description of the Offer, the Merger and the Transaction Agreement does not purport to be complete and is qualified in its entirety by reference to the Transaction Agreement. The Transaction Agreement has been incorporated herein by reference to provide information regarding the terms of the Transaction Agreement and is not intended to modify or supplement any factual disclosures about Global Blue or us in any public reports filed with the SEC by Global Blue or us. …”see in full comparison
“Pursuant to the Transaction Agreement, Merger Sub’s obligation (and our obligation to cause Merger Sub) to accept for payment (such time of acceptance, the “Acceptance Time”) and pay for any Global Blue Shares tendered pursuant to the Offer is subject to customary conditions, including that, prior to the expiration of the Offer: …”see in full comparison
“Exclusive Negotiations to Acquire Worldline’s North American Subsidiaries”see in full comparison
“Executive Chairman - NASA Administrator Appointment and Up-C Collapse”see in full comparison
Full comparison: every changed paragraph (136)
We are a leading independent provider of software and payment processing solutions in the U.S. basedWe onare totalalso volumea leader in tax-free shopping (“TFS”) as a result of paymentsthe processed.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.
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.
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 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 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.
Chief Executive Officer Succession Planning
In December 2024, President Donald Trump nominated Jared Isaacman, our Founder, Chief Executive Officer and Chairman of the Board, to be the next administrator of NASA. Mr. Isaacman has announced his intention to remain as the Company’s Chief Executive Officer and Chairman of the Board subject to the ratification and confirmation by the U.S. Senate, and to retain the majority of his equity interest while reducing his voting power. As a result, Mr. Isaacman intends to continue to serve as the Chief Executive Officer and Chairman of the Board during the confirmation process. As part of planned succession planning, Taylor Lauber, our President, is expected to succeed Mr. Isaacman as our Chief Executive Officer upon Mr. Isaacman’s confirmation by the U.S. Senate.
As previously disclosed, our Board periodically reviews the Company’s leadership structure and may make such changes in the future as it deems appropriate. The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure to provide robust oversight of management and to determine whether it continues to best serve the Company and its stockholders. The nominating and corporate governance committee of our Board is responsible for overseeing the Company’s succession plan for the Chief Executive Officer and other executive officer roles. We continually strive to foster the professional development of management and team members. As a result, we have developed what we believe to be a very experienced and strong group of leaders, with their performance subject to ongoing monitoring and evaluation, as potential successors to our senior management.
Pending Acquisitions
On February 16, 2025, we entered into a Transaction Agreement (the “Transaction Agreement”) with Global Blue Group Holding AG, a stock corporation incorporated under the laws of Switzerland (“Global Blue”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Transaction Agreement.
Pursuant to the Transaction Agreement, and upon the terms and subject to the conditions set forth therein, we have agreed to file with the commercial register of the Canton of Zurich the documentation for the formation of a new wholly-owned Swiss limited liability company (“Merger Sub”), and following such registration of Merger Sub, cause Merger Sub to commence as promptly as reasonably practicable (but in no event later than 25 business days following the date of the Transaction Agreement), a tender offer (the “Offer”) to acquire all of the outstanding (i) registered ordinary shares, nominal value of CHF 0.01 per share, of Global Blue (the “Global Blue Common Shares”), at a price per share equal to $7.50 (the “Common Shares Consideration”), (ii) registered series A convertible preferred shares, nominal value of CHF 0.01 per share, of Global Blue (the “Global Blue Series A Shares”), at a price per share equal to $10.00, (iii) registered series B convertible preferred shares, nominal value of CHF 0.01 per share, of Global Blue (the “Global Blue Series B Shares”, and together with the Global Blue Common Shares and the GB Series A Shares, the “Global Blue Shares”), at a price per share equal to $11.81.
Pursuant to the Transaction Agreement, Merger Sub’s obligation (and our obligation to cause Merger Sub) to accept for payment (such time of acceptance, the “Acceptance Time”) and pay for any Global Blue Shares tendered pursuant to the Offer is subject to customary conditions, including that, prior to the expiration of the Offer: (i) there be validly tendered and not properly withdrawn a number of Global Blue Shares that, together with any Global Blue Shares directly or indirectly owned by us or Merger Sub, would represent at least 90% of all the Global Blue Shares outstanding at the Acceptance Time (excluding any Global Blue Shares held by Global Blue) (the “Minimum Condition”); (ii) no governmental entity of competent jurisdiction in certain applicable jurisdictions shall have enacted or promulgated any law or order (whether temporary, preliminary or permanent) to prohibit, restrain, enjoin or make illegal the consummation of the Offer that remains in effect; (iii) certain required regulatory approvals shall have been obtained, received or deemed to have been received or in the case of any applicable waiting period, such waiting period shall have terminated or expired, in each case, either unconditionally or subject only to conditions the satisfaction of which would not have a Burdensome Effect (as defined in the Transaction Agreement); (iv) the Transaction Agreement shall not have been terminated; (v) Global Blue shall have obtained a written confirmation of the Swiss Federal Tax Administration confirming that the transaction structure does not result in Swiss withholding tax being triggered or imposed on Global Blue or Merger Sub as a result of or in connection with the Merger (as defined below) pursuant to the liquidation by proxy doctrine (stellvertretende Liquidation); and (vi) certain other customary conditions set forth in the Transaction Agreement, including on Annex C of the Transaction Agreement.
Following the completion of the Offer and provided that at such time we directly or indirectly have acquired or control at least 90% of the then outstanding Global Blue Shares (excluding Global Blue Shares held by Global Blue), we and Global Blue intend that, in accordance with the laws of Switzerland, and a merger agreement (the “Merger Agreement”) to be entered into between Merger Sub and Global Blue following the Acceptance Time, Merger Sub and Global Blue will consummate a statutory squeeze-out merger pursuant to which Global Blue will be merged with and into Merger Sub in accordance with Article 8 (2) of the Swiss Merger Act, and Merger Sub will continue as the surviving entity (the “Merger”). At the effective time of the Merger, each Global Blue Share (other than Global Blue Shares owned by us or Merger Sub) that is not validly tendered and accepted pursuant to the Offer after the Acceptance Time will thereupon be cancelled by operation of law as of the deletion of Global Blue from the commercial register in accordance with Article 21 (3) of the Swiss Merger Act and converted into the right to receive the Merger Consideration, and each Global Blue Share owned by us or Merger Sub will thereupon be deemed cancelled without any conversion thereof, in each case, on the terms and subject to the conditions set forth in the Merger Agreement.
The foregoing description of the Offer, the Merger and the Transaction Agreement does not purport to be complete and is qualified in its entirety by reference to the Transaction Agreement. The Transaction Agreement has been incorporated herein by reference to provide information regarding the terms of the Transaction Agreement and is not intended to modify or supplement any factual disclosures about Global Blue or us in any public reports filed with the SEC by Global Blue or us. In particular, the assertions embodied in the representations, warranties and covenants contained in the Transaction Agreement were made only for the purposes of the Transaction Agreement, were solely for the benefit of the parties to the Transaction Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by information in confidential disclosure schedules provided by Global Blue to us in connection with the signing of the Transaction Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Transaction Agreement. Moreover, the representations and warranties in the Transaction Agreement were used for the purpose of allocating risk between Global Blue and us, rather than establishing matters of fact. Accordingly, the representations and warranties in the Transaction Agreement may not constitute the actual state of facts about Global Blue or us. The representations and warranties set forth in the Transaction Agreement may also be subject to a contractual standard of materiality different from that generally applicable to investors under federal securities laws. Therefore, the Transaction Agreement is included with this filing only to provide investors with information regarding the terms of the Transaction Agreement, and not to provide investors with any other factual information regarding the parties or their respective businesses.
Tender and Support Agreements
On February 16, 2025, in connection with the Transaction Agreement, we entered into Tender and Support Agreements (each a “Support Agreement” and collectively, the “Support Agreements”) with each of the following shareholders of Global Blue (i) SL Globetrotter, L.P., (ii) Global Blue Holding LP, (iii) Ant International Technologies (Hong Kong) Holding Limited, (iv) CK Opportunities Wolverine S.À.R.L., (v) Partners Group Private Equity (Master Fund), LLC, (vi) Partner Group Barrier Reef, L.P., (vii) Partners Group Client Access 5 L.P. Inc., (viii) Tencent Mobility Limited and (ix) certain other investors of Global Blue management (each, a “Supporting Shareholder”, and together, the “Supporting Shareholders”), pursuant to which each Supporting Shareholder agreed, among other things, to tender its Global Blue Shares in the Offer and vote its Global Blue Shares at any meeting of the shareholders of Global Blue (i) for, among other things, the approval and adoption of the Board Modification and any other proposal required for the consummation of the transactions contemplated by the Transaction Agreement, (ii) against any proposal or motion that would reasonably be expected to (A) directly result in a breach of any covenant, representation or warranty or any other obligation or agreement of Global Blue contained in the Transaction Agreement, or (B) result in any conditions to the Offer set forth in Annex C of the Transaction Agreement not being satisfied prior to 5:00 p.m., New York City time on September 30, 2025 (or February 16, 2026 if such date is extended pursuant to the Transaction Agreement), (iii) against any change in the Global Blue Board (other than the Board Modification or in the event of a director’s death or resignation, to fill the vacancy created thereby) and (iv) against any Company Takeover Proposal and against any other action, agreement or transaction involving Global Blue that would reasonably be expected to materially impede, materially delay or prevent the consummation of the Offer. As of February 16, 2025, the Supporting Shareholders owned an aggregate of approximately 90% of the Global Blue Shares.
The foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each of the Support Agreements.
Debt Commitment Letter
On February 16, 2025, in connection with the Transaction Agreement, Shift4 Payments, LLC, entered into a commitment letter with Goldman Sachs Bank USA (“GS”), pursuant to which GS has committed to (i) provide Shift4 Payments, LLC with 364-day bridge loan facilities in an aggregate principal amount of $1.795 billion (the “Bridge Facilities”), consisting of (x) a senior secured 364-day bridge loan facility in an aggregate principal amount of $1.0 billion (the “Senior Secured Bridge Facility”) and (y) a senior unsecured 364-day bridge loan facility in an aggregate principal amount of $795.0 million (the “Senior Unsecured Bridge Facility”), in each case, subject to customary conditions, and (ii) to backstop an amendment to, or replacement of, Shift4 Payments, LLC’s existing $450.0 million senior secured revolving credit facility (the “Backstop Revolving Facility” and, together with the Bridge Facilities, collectively, the “Facilities”) in order to, among other things, permit the consummation of the transactions contemplated by the Transaction Agreement, the incurrence of the Bridge Facilities and any other permanent financing issued in lieu thereof or to refinance the loans thereunder, in each case, subject to customary conditions. The Facilities are available together with cash on hand to, among other things, finance the consideration payable by us and our subsidiaries under the Transaction Agreement, refinance certain indebtedness of GB and its subsidiaries, and to pay costs, fees and expenses in connection with the Facilities and the transactions contemplated by the Transaction Agreement. Prior to the funding thereof, Shift4 Payments, LLC may, at its election, reallocate the commitments under the Bridge Facilities among the Senior Secured Bridge Facility and the Senior Unsecured Bridge Facility. The consummation of the Offer and the Merger are not subject to any financing condition.
Please see Part I Item 1A. “Risk Factors—Risks Related to the Transactions” for an overview of the risks related to the transactions contemplated by the Transaction Agreement.
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.
On November 18, 2024, we completed the acquisition of Eigen Payments (“Eigen”) for $115.0 million of cash, net of cash acquired. Eigen is a Canadian-based provider of payment solutions for the retail, restaurant and hospitality industries.
On November 8, 2024, we completed the acquisition of Givex Corp. (“Givex”) for $127.8 million of cash, net of cash acquired. Givex is a global provider of gift cards, loyalty programs, and point-of-sale solutions.
We believe both of these transactions will increase our customer base and geographic footprint.
Increased adoption of software-integrated payments. We primarily generate revenue through fees assessed on end-to-end payment 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. We also have the opportunity to implement price increases for gateway-only merchants who have chosen to not adopt our end-to-end payment solutions.
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.
Payments-based revenue includes fees for payment processing servicesand related services, gateway services, and gatewaycommissions for TFS services. Payment processing feesrevenues are primarily driven as a percentage of end-to-endthe paymentdollar volume.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.
Subscription and other revenuesrevenue includeincludes 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.
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 twothree years to twenty years.
Professional expenses consistsconsist of costs incurred for accounting, 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,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.
Gain (loss) on investments in securities represents adjustments to the fair value of our investments in securities.
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 representsincludes 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. In addition, this represents the income allocated to shareholders of Vectron common stock besides us.following:
•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.
Gross revenue increased by $765.8$849 million, or 30%.25%. Gross revenue is comprised of payments-based revenue, TFS revenue and subscription and other revenues.
•Thethe increase in end-to-end payment volume of $55.8$44 billion, or 51%,27%, for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024, and;
•our recent acquisitions in 2024 and 2025.
•Growth in end-to-end payment 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.
The 22%11% increase in network fees was primarily due to the increase in payments-based revenue, which increased 25%.revenue.
Gross revenue less network fees increased by $414.0$626 million, or 44%,46%, primarily due to the increase in end-to-end payment volume, the impact of recent acquisitionsacquisitions, the increase in volume, and higher SaaSSubscription revenue.and other revenues. See Key Performance Indicators and Non-GAAP Measures for a discussion and reconciliation of gross revenue less network fees.
The increase in general and administrative expenses was primarily due to expenses associated with our continued growth, which includes the impact of our recent acquisitions.
The income (expense) for revaluation of contingent liabilities during the year ended December 31, 2024 was primarily driven by fair value adjustments to contingent liabilities arising from various acquisitions we completed in 2022,recent 2023 and 2024. The expense for revaluation of contingent liabilities during the year ended December 31, 2023 was primarily driven by the remeasurement of the contingent liability related to the acquisition of Online Payments Group.years.
The non-cash impairment of intangible assets was $18.6 million for the year ended December 31, 2023. During the fourth quarter of 2023, in conjunction with the acquisition of Finaro, we ceased development on several in-process software development projects. It was determined that the intellectual property obtained in the Finaro transaction was better suited for the objectives of these projects.
Professional expenses included expenses associated with acquisitions. The increase in professional expenses was primarily driven by higher acquisition-related costs, including costs asassociated compared towith the prioracquisition yearof period.Global Blue.
The increase in advertising and marketing expenses was primarily due to newincremental sponsorshipbrand contracts.awareness costs.
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.
During 2025, the Company impaired the value of certain acquired technology that it determined was no longer of use.
What changed in the latest 10-Q
Risk Factors
You should carefully consider the risks described under the heading “Risk Factors” in Part I, Item 1A. of our 2025 Form 10-K, the other information in this Quarterly Report, including our unaudited condensed consolidated financial statements and the related notes, as well as our other public filings with the SEC, before deciding to invest in our Class A common stock or our Preferred Stock. There have been no material changes to the Company’s risk factors previously disclosed in our 2025 Form 10-K. The occurrence of any of the events described therein could harm our business, financial condition, results of operations, liquidity or prospects. In such an event, the market price of our Class A common stock or our Preferred Stock could decline, and you may lose all or part of your investment.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Comparison of Results for the Six Months Ended June 30, 2026 and 2025”
New heading “Results of Operations”
New heading “Six months ended June 30, 2026 compared to six months ended June 30, 2025”
New heading “Revenues (in millions of $USD)”
New heading “Operating Expenses”
Removed heading “Recent Developments”
Removed heading “Transaction Agreement”
Largest changes
“Six months ended June 30, 2026 compared to six months ended June 30, 2025”see in full comparison
“Comparison of Results for the Six Months Ended June 30, 2026 and 2025”see in full comparison
(a)For the three months endedsee in full comparisonMarchJune31,30, 2026, consisted of$17$13 million ofrestructuringrestructuring, integration and other costs and$6$2 million of acquisition-related professional costs. For the six months ended June 30, 2026, consisted of $30 million of restructuring, integration and other costs and $8 million of acquisition-related professional costs. For the three months endedMarchJune31,30, 2025, consisted of$14$6 million of acquisition-related professional costs and$13$5 million ofrestructuringrestructuring, integration and other costs. For the six months ended June 30, 2025, consisted of $20 million of acquisition-related professional costs and $18 million of restructuring, integration and other costs.
Full comparison: every changed paragraph (62)
At Shift4, our mission is to power the experience economy by enabling businesses to deliver the moments that matter.
We are a leading independent provider of software, payment processing, tax-free shopping (“TFS”), and dynamic currency conversion services. You will find our technology in restaurants, hotels, stadiums, theme parks, luxury retailers and many other businesses who seek to deliver a world-class experience to their customers. In that capacity, we facilitate billions of transactions annually for hundreds of thousands of businesses in virtually every industry.
We achieved our leadership position through decades of problem solving and constant technological evolution. Our merchants range in size from small owner-operated local businesses to multinational enterprises conducting commerce globally.
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 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.
RecentPending Acquisition
In August 2026, we signed a definitive agreement to acquire 100% of an account-to-account payments company for an initial payment of approximately $143 million of cash. The terms and conditions also include contingent consideration of up to $173 million, resulting in an aggregate maximum consideration of approximately $316 million. The acquisition is expected to close in the second half of 2026, subject to customary regulatory approvals.
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.
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, plantproperty 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.
•the noncontrolling interests in certain subsidiaries of Global Blue Group Holding AG (“Global Blue”); and
Comparison of Results for the Three Months Ended MarchJune 31,30, 2026 and 2025
(a)Depreciation and amortization expense includes depreciation of equipment under lease of $22$26 million and $16$17 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively.
Three months ended MarchJune 31,30, 2026 compared to three months ended MarchJune 31,30, 2025
•The increase in volume of $11 billion, or 24%,22%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, and;
The decrease in interest income was primarily due to a decrease in our average interest-earning cash balance.
The effective tax rate for the three months ended June 30, 2026 was approximately 34%, compared to the effective tax rate for the three months ended June 30, 2025 of approximately 26%. The effective tax rate for the three months ended June 30, 2026 was different than the U.S. federal statutory income tax rate of 21% primarily due to the mix of income and valuation allowances in various jurisdictions.
Comparison of Results for the Six Months Ended June 30, 2026 and 2025
The following table sets forth the consolidated statements of operations for the periods presented:
(a)Depreciation and amortization expense includes depreciation of equipment under lease of $48 million and $33 million for the six months ended June 30, 2026 and 2025, respectively.
Results of Operations
Six months ended June 30, 2026 compared to six months ended June 30, 2025
Revenues (in millions of $USD)
Gross revenue increased by $602 million, or 33%. Gross revenue is comprised of payments-based revenue, TFS revenue, and subscription and other revenue.
Payments-based revenue increased by $366 million, or 23%, primarily due to:
•The increase in volume of $22 billion, or 23%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, and;
•our recent acquisitions.
TFS revenue increased by $219 million. TFS revenue is the result of the acquisition of Global Blue in the third quarter of 2025.
Subscription and other revenue increased by $17 million, or 9%. The increase in subscription and other revenue was primarily driven by the impact of recent acquisitions as well as higher SaaS revenue associated with our technology solutions.
Cost of Sales
The 20% increase in network fees was primarily due to the increase in payments-based revenue.
Gross revenue less network fees increased by $391 million, or 50%, primarily due to the impact of recent acquisitions, the increase in volume, and higher Subscription and other revenue. See Key Performance Indicators and Non-GAAP Measures for a discussion and reconciliation of gross revenue less network fees.
The increase in other costs of sales was primarily driven by our recent acquisitions and incremental residual commissions associated with revenue growth.
Operating Expenses
The increase in general and administrative expenses was primarily due to expenses associated with our growth, which includes the impact of our recent acquisitions.
The increase in depreciation and amortization expense was primarily due to the amortization of intangible assets recognized in connection with recent acquisitions, and increased depreciation of equipment under lease associated with our growth.
The increase in advertising and marketing expenses was primarily due to incremental brand awareness costs.
The decrease in interest income was primarily due to a decrease in our average interest-earning cash balance.
The increase in interest expense was primarily due to new debt issuances in 2025 related to the acquisition of Global Blue.
The effective tax rate for the six months ended June 30, 2026 was approximately (42)%, compared to the effective tax rate for the six months ended June 30, 2025 of approximately 10%. The income tax benefit for the six months ended June 30, 2026 was primarily due to a discrete tax benefit resulting from the Simplification Transactions and the mix of income and valuation allowances in various jurisdictions.
The income tax benefit for the three months ended March 31, 2026 was primarily due to a discrete tax benefit resulting from the Simplification Transactions. The income tax benefit for the three months ended March 31, 2025 relates primarily to the net income allocated to noncontrolling interests and the impact of certain legal entity restructurings.
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, changesloss on extinguishment of debt, change 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.
(a)For the three months ended MarchJune 31,30, 2026, consisted of $17$13 million of restructuringrestructuring, integration and other costs and $6$2 million of acquisition-related professional costs. For the six months ended June 30, 2026, consisted of $30 million of restructuring, integration and other costs and $8 million of acquisition-related professional costs. For the three months ended MarchJune 31,30, 2025, consisted of $14$6 million of acquisition-related professional costs and $13$5 million of restructuringrestructuring, integration and other costs. For the six months ended June 30, 2025, consisted of $20 million of acquisition-related professional costs and $18 million of restructuring, integration and other costs.
(e)For the three months ended MarchJune 31,30, 2026, consisted of $6$3 million of expenses related to non-routine matters and $1 million of expenses related to the non-routine upgrade of our IT systems, partially offset by $2 million of foreign exchange-related gains. For the six months ended June 30, 2026, consisted of $9 million of expenses related to non-routine matters and $4 million of expenses related to the non-routine upgrade of our IT systems. For the three months ended June 30, 2025, consisted of $7 million of expenses related to non-routine matters, $3 million of expenses related to the non-routine upgrade of our IT systems, and $2 million of foreign exchange-related losses. For the threesix months ended MarchJune 31,30, 2025, consisted of $4$10 million of expenses related to non-routine matters, $6 million of expenses related to the non-routine upgrade of our IT systems, $3 million of expenses related to non-routine matters, and $1$4 million of foreign exchange-related losses.
We have historically sourced our liquidity requirements primarily with cash flows 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 MarchJune 31,30, 2026, our cash and cash equivalents balance was $473$356 million. In addition, “Settlement assets” include $450$405 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.
For the threesix months ended MarchJune 31,30, 2026, net cash provided by operating activities of $134$197 million was primarily a result of net income of $12$36 million, adjusted for non-cash depreciation and amortization of $135$274 million, equity-based compensation of $16$47 million, and provision for bad debts of $8$13 million, partially offset by deferred income taxes of $(3221) million and an impact from working capital items of $(8152) million.
For the threesix months ended MarchJune 31,30, 2025, net cash provided by operating activities of $96$238 million was primarily a result of net income of $20$61 million, adjusted for non-cash depreciation and amortization of $85$173 million, equity-based compensation of $26$41 million, amortization of capitalized financing costs, net of premium accretion of $9 million, and provision for bad debts of $4 million and amortization of capitalized financing costs of $3$6 million, partially offset by deferred income taxes of $(18) million, revaluation of contingent liabilities of $(321) million and an impact from working capital items of $(1832) million.
Net cash provided by (used in) investing activities includes cash paid for acquisitions, deposits made with our sponsor bank under our Settlement Line Credit Agreement (the “Settlement Line Agreement”), residual commission buyouts, purchases of property, plant and equipment, purchases of equipment to be leased, purchases of property and equipment, purchases of intangible assets, investments in securities, and capitalized software development costs.
Net cash providedused byin investing activities was $16$89 million for the threesix months ended MarchJune 31,30, 2026, ana increasedecrease of $101$43 million compared to net cash used in investing activities of $85$132 million for the threesix months ended MarchJune 31,30, 2025. This increasedecrease was primarily the result of $185 million of settlement cash acquired from Bambora in March 2026 and a $16$10 million decrease in deposits made with our sponsor bank, partially offset by a $83$110 million increase in net cash paid for acquisitions (excluding settlement cash) and, a $12$23 million increase in capitalized software development costs.costs, and a $10 million increase in acquisitions of property and equipment.
Net cash used in financing activities was $401$518 million for the threesix months ended MarchJune 31,30, 2026, an increase of $320$2,144 million compared to $81net cash provided by financing activities of $1,626 million for the threesix months ended MarchJune 31,30, 2025. This increase was primarily due to $2.3 billion of gross proceeds received from debt and equity issuances in 2025, a $232$173 million increase in payments for the repurchase of common stock, a $139$122 million increase in distributions to noncontrolling interests, and a $16$31 million increase in preferred dividends paid, partially offset by the $450 million repayment of our 2026 Senior Notes in 2025 and a $42 million decrease in borrowingsdeferred onfinancing the settlement line of credit and a $15 million increase in payments of preferred dividends, partially offset by a $73 million change in settlement activity.costs.
As of MarchJune 31,30, 2026, we had $4,563$4,549 million total principal amount of debt outstanding, including $633 million of 2027 Convertible Notes, $1,650 million of 2032 Senior Notes, $1,283$1,271 million of 2033 Euro Notes, and $997$995 million of principal outstanding on the Term Loan Facility.
As of MarchJune 31,30, 2026, there were no borrowings outstanding under the Revolving Credit Facility, and the borrowing capacity on the Revolving Credit Facility was $550 million.
TheWe Company hashave a Settlement Line Agreement with an aggregate available amount of up to $125 million. As of MarchJune 31,30, 2026, borrowings against the Settlement Line amounted to $100$106 million which have been deposited in an account owned and controlled by Citizens. The deposit and borrowing have been netted on our unaudited Condensed Consolidated Balance Sheets because a right of offset exists and the parties intend to net settle.
In November 2025, the Board authorized a new stock repurchase program, replacing the prior program, pursuant to which we are authorized to repurchase up to $1.0 billion of shares of our Class A common stock through December 31, 2026. During the threesix months ended MarchJune 31,30, 2026, we repurchased 5,485,2416,137,541 shares of Class A common stock for $295$320 million, including commissions, at an average price of $53.82$52.17 per share. As of MarchJune 31,30, 2026, $400$375 million remained available for stock repurchases.
As of MarchJune 31,30, 2026, we had $4,563$4,549 million of debt principal outstanding.outstanding, After our recent financing activity, including the amendment to our Credit Facilities effective January 5, 2026, we had 1)with $10 million of debt principal payable within twelve months, and 2) future interest payments, at current interest rates, associated with the outstanding debt totaled $1,619$1,556 million, with $255$242 million payable within twelve months.
FOUR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 2 trade dates, 388,500 shares, about $15.9M) and open-market sales in 0 filings. Net open-market shares: 388,500 (purchases minus sales); net value about $15.9M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-07 | Cruz Christopher Nestor |
Grant/award | 24,854 | — | — |
| 2026-08-05 | Cruz Christopher Nestor |
Shares withheld for tax | 14,073 | $55.61 | $782.6K |
| 2026-06-15 | Bakhshandehpour Sam |
Grant/award | 5,100 | $41.18 | $210.0K |
| 2026-06-15 | Goldsmith-Grover Sarah |
Grant/award | 5,100 | $41.18 | $210.0K |
| 2026-06-15 | Dallaire Seth |
Grant/award | 5,100 | $41.18 | $210.0K |
| 2026-06-15 | Davis Karen Roter |
Grant/award | 5,100 | $41.18 | $210.0K |
| 2026-06-15 | Halkyard Jonathan S |
Grant/award | 5,100 | $41.18 | $210.0K |
| 2026-06-15 | Disman Nancy |
Grant/award | 7,343 | $41.18 | $302.4K |
| 2026-06-05 | Lauber David Taylor |
Shares withheld for tax | 5,193 | $39.29 | $204.0K |
| 2026-05-12 | Isaacman Jared |
Open-market purchase | 193,000 | $40.66 | $7.8M |
| 2026-05-11 | Isaacman Jared |
Open-market purchase | 195,500 | $41.41 | $8.1M |
Well-known investors holding FOUR (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Oaktree Capital Management (Howard Marks) | 2026-06-30 | 0 | $46.3M | 0.87% | No change |