Shift4 Payments, Inc.
For the period ended Jun 12, 2026. Filed Apr 30, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 12, 2026 · Filed Apr 30, 2026
Contents
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation by the Board of Directors of Shift4 Payments, Inc. of proxies to be voted at our 2026 Annual Meeting of Stockholders to be held on Friday, June 12, 2026 (the “Annual Meeting”), at 12:00 p.m. Eastern Time and at any continuation, postponement or adjournment of the Annual Meeting. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/FOUR2026 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.
Holders of record of shares of our Class A common stock, $0.0001 par value per share (the “Class A common stock”), as of the close of business on April 13, 2026 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement or adjournment of the Annual Meeting on all matters presented at the Annual Meeting. As of the Record Date, there were 79,328,897 shares of Class A common stock outstanding and entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote per share on any matter presented to stockholders at the Annual Meeting. There are no outstanding shares of Class B common stock, par value of $0.0001 per share (the “Class B common stock”) or Class C common stock, par value of $0.0001 per share (the “Class C common stock”) as of the Record Date.
This proxy statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) will be released on or about April 30, 2026 to our stockholders on the Record Date.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON FRIDAY, JUNE 12, 2026
This Proxy Statement and our 2025 Form 10-K are available at www.proxyvote.com
Proposals
At the Annual Meeting, our stockholders will be asked:
| • | To elect Sam Bakhshandehpour, Jonathan Halkyard, and Nancy Disman as Class III Directors to serve until the 2029 annual meeting of stockholders, and until their respective successors shall have been duly elected and qualified; |
| • | To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| • | To approve, on an advisory (non-binding) basis, the compensation of our named executive officers; |
| • | To approve the Company’s Second Amended and Restated Certificate of Incorporation, (i) eliminating the authorization of and references to Class B and Class C common stock and make related technical, non-substantive and conforming changes (the “Simplification Amendment”) and (ii) to provide for exculpation of officers from breaches of fiduciary duty to the extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”) (the “Officer Exculpation Amendment” and together with the Simplification Amendment, the “Charter Amendment”); |
| • | To approve the Company’s 2026 Employee Stock Purchase Plan; and |
| • | To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment of the Annual Meeting. |
We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.
Recommendations of the Board
The Company’s Board of Directors (the “Board”) recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of common stock will be voted on your behalf as you direct. If not otherwise specified, the shares of common stock represented by the proxies will be voted, and the Board recommends that you vote:
| • | FOR the election of each of Sam Bakhshandehpour, Jonathan Halkyard, and Nancy Disman as Class III Directors; |
| • | FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| • | FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers; |
| • | FOR the Charter Amendment; and |
| • | FOR the Company’s 2026 Employee Stock Purchase Plan. |
If any other matter properly comes before the stockholders for a vote at the Annual Meeting, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.
Information About This Proxy Statement
Why you received this proxy statement. You are viewing or have received these proxy materials because Shift4’s Board is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and that is designed to assist you in voting your shares.
Notice of Internet Availability of Proxy Materials. As permitted by SEC rules, Shift4 is making this proxy statement and its 2025 Form 10-K available to its stockholders electronically via the Internet. On or about April 30, 2026, we mailed or intend to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and our 2025 Form 10-K and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2025 Form 10-K. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice.
Printed Copies of Our Proxy Materials. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.
Householding. The SEC’s rules permit us and intermediaries (e.g., brokers, banks and other agents) to deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we and a number of intermediaries with account holders who are our stockholders have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. A proxy card or voting instruction form will be delivered for each of the stockholders sharing an address. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the proxy materials, contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717.
If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, please contact Broadridge at the above phone number or address.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.