Shift4 Payments, Inc.
For the period ended Jun 12, 2026. Filed Apr 30, 2026.
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Jun 12, 2026 · Filed Apr 30, 2026
Contents
APPENDIX A
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.
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. Thesenon-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 certainnon-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 usenon-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 thesenon-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 thenon-GAAP financial measures presented in this Annual Report. Ournon-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculatenon-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.
Thenon-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 thenon-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.
Gross revenue less network fees:
| Year Ended December 31, | ||
|---|---|---|
| (in millions) | 2025 | 2024 |
| 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 | 74 | 54 |
| 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 included in our 2025 Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2026 (the “2025 Form 10-K”). The table reflects the determination of gross profit for all periods presented. Although gross profit is not presented on the Consolidated Statements of Operations included in our 2025 Form 10-K, 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 | 62 |
| Interest income | (59) | (34) |
| Income tax (benefit) expense | 48 | (296) |
| Depreciation and amortization | 432 | 297 |
| EBITDA | 758 | 324 |
| Acquisition, restructuring and integration costs (a) | 84 | 39 |
| Revaluation of contingent liabilities | (4) | 4 |
| Gain on sale of subsidiaries (b) | (19) | — |
| Impairment of intangible assets (c) | 9 | — |
| Loss on extinguishment of debt (d) | 12 | — |
| Gain on investments in securities (e) | — | (67) |
| Change in TRA liability (f) | 4 | 289 |
| Equity-based compensation (g) | 85 | 68 |
| Foreign exchange and other nonrecurring items (h) | 41 | 21 |
| Adjusted EBITDA | $970 | $678 |
| (a) | For the year ended December 31, 2025, primarily consisted of $47 million of acquisition-related costs and $37 million of restructuring and other costs. For the year ended December 31, 2024, primarily consisted of $20 million of acquisition-related costs and $19 million of restructuring and other costs. |
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| (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. |
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| (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. |
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| (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. |
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| (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. |
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| (f) | See Note 13 to our audited consolidated financial statements included in the 2025 Form 10-K for more information on the TRA. |
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| (g) | Consisted of equity-based compensation expense for RSUs, including employer taxes for vested RSUs. See Note 19 to our audited consolidated financial statements included in the 2025 Form 10-K 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. |
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| (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. |
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