Shift4 Payments, Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
FOUR$43.96+2.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0001794669-25-000027
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001794669-25-000035
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 187 previous paragraphs and 180 current paragraphs.
110 unchanged; 48 reworded; 18 added; 25 removed; 4 previous and 4 current paragraphs rearranged.
Tables are not compared: 32 previous and 32 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (18)
Current report
Stock Issuances
Current report
In July 2025, in connection with the acquisition of Global Blue, we received aggregate proceeds of approximately $87.8 million from Huang River Investment Limited (an affiliate of Tencent Holdings Limited) and Ant International Technologies (Singapore) Holding Pte. Ltd. (an affiliate of Ant International (Cayman) Holding Limited) from the sale of 912,494 newly issued shares of Class A common stock.
Current report
Executive Chairman - NASA Nomination
Current report
In November 2025, President Donald Trump renominated Jared Isaacman, our Founder and Executive Chairman, to be the next administrator of the National Aeronautics and Space Administration (“NASA”), subject to the ratification and confirmation by the U.S. Senate. Mr. Isaacman has announced his intention to retain the majority of his equity interest while reducing his voting power as noted below.
Current report
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.
Current report
Additionally, in connection with the prior nomination, the Company and Mr. Isaacman had negotiated an agreement to simplify the Company’s organizational and capital structure, including rationalizing the Company’s current “Up-C” structure via a series of transactions to be treated as a taxable exchange for U.S. federal income tax purposes, for which Mr. Isaacman would have been responsible for his own tax liabilities, and the assignment and waiver of the TRA.
Current report
The Company and Mr. Isaacman are currently assessing the impact of the new nomination and potential next steps.
Current report
Recent Acquisitions
Current report
Pending Acquisition
Current report
Exclusive Negotiations to Acquire Worldline’s North American Subsidiaries
Current report
In October 2025, we entered into exclusive negotiations to acquire Worldline’s North American subsidiaries. The contemplated transaction is expected to close in the first quarter of 2026, subject to customary approvals. As a definitive agreement has not been formally executed as of the date of this filing, the consideration and initial accounting for the acquisition, including the valuation of assets and liabilities acquired, is unavailable to disclose at this time.
Current report
•the noncontrolling interests in certain subsidiaries of Global Blue Group Holding AG; and
Current report
Payments-based revenue increased by $251.2 million, or 31%, primarily due to:
Current report
•The acquisition of Global Blue on July 3, 2025. TFS services revenues for the three months ended September 30, 2025 were $129.7 million.
Current report
Nine months ended September 30, 2025 compared to nine months ended September 30, 2024
Current report
•The increase in volume of $32.9 billion, or 28%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Current report
•The acquisition of Global Blue on July 3, 2025. TFS services revenues for the nine months ended September 30, 2025 were $129.7 million.
Current report
Credit Facilities
Removed paragraphs (25)
Previous report
Chief Executive Officer Succession
Previous report
In December 2024, President Trump nominated Jared Isaacman, our Founder, former Chief Executive Officer and Chairman of the Board, to be the next administrator of the National Aeronautics and Space Administration (“NASA”). In May 2025, President Trump withdrew Mr. Isaacman’s nomination. As part of planned succession planning, Taylor Lauber, our President, succeeded Mr. Isaacman as our Chief Executive Officer and Mr. Isaacman transitioned into the role of Executive Chairman. The previously announced restructuring transactions, including rationalizing the Company’s current “Up-C” structure, the assignment and waiver of the TRA, and Mr. Isaacman divesting certain of his equity interests, which were all contingent on his confirmation, did not occur.
Previous report
Pending Acquisitions and Related Transactions
Previous report
Given the completion of the cash tender offer by GT Holding 1 GmbH (the “Offer”), a Swiss limited liability company and indirect wholly-owned subsidiary of Shift4 Payments (“Merger Sub”) and as contemplated by the Transaction Agreement entered into with Global Blue Group Holding AG (the “Transaction Agreement”), a stock corporation incorporated under the laws of Switzerland (“Global Blue”), we and Global Blue intend that, in accordance with the laws of Switzerland and a merger agreement entered into between Merger Sub and Global Blue, Merger Sub and Global Blue will consummate the proposed acquisition of Global Blue Holding AG (the “Merger”), and Merger Sub will continue as the surviving entity in the Merger. At the effective time of the Merger, each (i) registered ordinary shares, nominal value of CHF 0.01 per share, of Global Blue (the “Global Blue Common Shares”), (ii) registered series A convertible preferred shares, nominal value of CHF 0.01 per share, of Global Blue (the “Global Blue Series A Shares”), and (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 Global Blue Series A Shares, the “Global Blue Shares”) (other than any Global Blue Shares directly or indirectly owned by Global Blue, us or any of their subsidiaries) that was not validly tendered and accepted pursuant to the Offer 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. Each Global Blue Share directly or indirectly 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. To the extent permitted under applicable law and stock exchange regulations, we intend to delist the Global Blue Shares from the NYSE. Following delisting of the Global Blue Shares from NYSE and provided that the criteria for deregistration are met, we intend to cause Merger Sub (as the surviving company in the Merger) to make a filing with the SEC requesting that Global Blue’s reporting obligations under the Exchange Act be terminated.
Previous report
The foregoing description of the Merger and the Transaction Agreement does not purport to be complete and is qualified in its entirety by reference to the Transaction Agreement.
Previous report
In March 2025, Shift4 Payments, LLC entered into an amendment to the Original Credit Agreement (the “First Amendment” and, the Original Credit Agreement, as amended by the First Amendment, the “Existing Credit Agreement”), with GS and the lenders party thereto, pursuant to which, among other things, the Original Credit Agreement was amended to (i) permit the consummation of the Offer, the Merger and the other transactions contemplated by the Transaction Agreement and (ii) permit the incurrence and/or issuance of the Bridge Facilities (as defined below) and/or certain other permanent financing issued in lieu thereof or to refinance the loans thereunder.
Previous report
The proceeds of the Term Loan Facility were used to partially finance the transactions under the Transaction Agreement and to pay certain related fees and expenses related thereto. In addition, Shift4 Payments, LLC may use the proceeds under the Term Loan Facility and the Revolving Credit Facility to finance working capital needs and for other general corporate purposes of Shift4 Payments, LLC and its subsidiaries.
Previous report
The foregoing description of the Credit Agreement, the First Amendment and the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, the First Amendment and the Second Amendment.
Previous report
Debt Commitment Letter
Previous report
On February 16, 2025, in connection with the Transaction Agreement, Shift4 Payments, LLC entered into a commitment letter (the “Original Debt Commitment Letter”), with GS, pursuant to which GS 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 and (y) a senior unsecured 364-day bridge loan facility in an aggregate principal amount of $795.0 million, in each case, subject to customary conditions, and (ii) to backstop (the “Revolver Backstop”) an amendment to, or replacement of, the Revolving Credit Facility under the Original Credit Agreement, in the event that the First Amendment was not entered into prior to the Acceptance Time.
Previous report
In March 2025, Shift4 Payments, LLC and GS amended and restated the Original Debt Commitment Letter pursuant to an amended and restated commitment letter (the “Debt Commitment Letter”) to, among other things, (i) join certain other parties thereunder, and (ii) reflect the termination of the Revolver Backstop, effective immediately after Shift4 Payments, LLC’s entry into the Revolver Amendment.
Previous report
The foregoing description of the Debt Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Debt Commitment Letter.
Previous report
See Part I Item 1A. “Risk Factors—Risks Related to the Transactions” in our 2024 Form 10-K for more information.
Previous report
Payments-based revenue increased by $112.7 million, or 15%, primarily due to:
Previous report
Six months ended June 30, 2025 compared to six months ended June 30, 2024
Previous report
•The increase in volume of $21.7 billion, or 30%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Previous report
See “Pending Acquisitions— Credit Facilities” and “Pending Acquisitions—Debt Commitment Letter” for a description of our financing arrangements in connection with the Transaction Agreement described in that section.
Previous report
Borrowings under the Credit Facilities bear interest at a rate per annum equal to, at Shift4 Payments, LLC’s option:
Previous report
(a) a term SOFR based rate for U.S. Dollar denominated loans under the Credit Facilities (subject to a 0.0% floor), plus an applicable margin of (x) 2.75% in the case of the Term Loan Facility, and (y) 2.00% in the case of the Revolving Credit Facility;
Previous report
(b) an alternate base rate for U.S. Dollar denominated loans under the Credit Facilities (equal to the highest of the Federal Funds Effective Rate plus 0.50%, the term SOFR rate for an interest period of one month (subject to a 0.0% floor) plus 1.00%, and the prime rate announced by the administrative agent from time to time), plus an applicable margin of (x) 1.75% in the case of the Term Loan Facility, and (y) 1.00% in the case of the Revolving Credit Facility;
Previous report
(c) a EURIBOR based rate for Euro denominated loans under the Revolving Credit Facility (subject to a 0.0% floor), plus an applicable margin of 2.00%; and
Previous report
(d) an €STR based rate in the case of Euro denominated swing line loans (subject to a 0.0% floor), plus an applicable margin of 2.00%.
Previous report
The applicable margins under Term Loan Facility are subject to one 0.25% stepdown, based on the total net leverage ratio of Shift4 Payments, LLC as of the last day of the most recently ended fiscal quarter, measured on a trailing four-quarter basis. In addition to making periodic interest payments on the principal amounts outstanding under the Credit Facilities, Shift4 Payments, LLC is required to pay a commitment fee under the Revolving Credit Facility in respect of the unutilized commitments thereunder at a rate equal to 0.25% per annum. The Credit Facilities are also subject to customary letter of credit and agency fees, and certain other customary fees.
Previous report
The Credit Agreement contains customary mandatory prepayment provisions. Amounts borrowed under the Revolving Credit Facility may be repaid and reborrowed from time to time, without premium or penalty. Voluntary prepayments (and certain amendments) of the Term Loan Facility occurring within the first six months after the Second Amendment Closing Date in connection with a repricing transaction will be subject to a prepayment premium equal to 1.00% of the principal amount being repaid (or amended), subject to certain exceptions.
Previous report
See “Pending Acquisitions—Credit Facilities” and “Pending Acquisitions—Debt Commitment Letter” for a description of our financing arrangements in connection with the Transaction Agreement described in that section.
Reworded paragraphs (48)
Previous wording
We are a leading independent provider of software and payment processing solutions in the U.S. based on total volume of payments processed. 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.
Current wording
We are a leading independent provider of software and payment processing solutions in the U.S. based on total volume of payments processed. We are also the 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.
Previous wording
Global Blue–Statutory Squeeze-Out Merger
Current wording
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.
Previous wording
On June 22, 2025, Shift4 entered into a definitive agreement to acquire Smartpay Holdings Limited (“Smartpay”), a leading independent provider of payment processing and point-of-sale solutions in Australia and New Zealand, for approximately NZ$296.4 million (or about $180 million USD) in cash, representing NZ$1.20 per share. The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions, including regulatory approvals, and is anticipated to deepen Shift4's strategic presence in the region by combining its 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.
Current wording
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, for approximately NZ$296 million (or about$168 million USD) in cash, representing NZ$1.20 per share. 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.
Previous wording
Payments-based revenue includes fees for payment processing services and gateway services. Payment processing fees are primarily driven as a percentage of volume. They may also have a fixed fee, a minimum monthly usage fee and a fee based on transactions. Gateway services, data encryption and tokenization fees are primarily driven by per transaction fees as well as monthly usage fees. Included in payments-based revenue are fees earned from our international payments platform, strategic enterprise merchant relationships, and alternative payments methods, including cryptocurrency, gift cards and stock donations.
Current wording
Payments-based revenue includes fees for payment processing and related services, gateway services, and commissions for TFS services. Payment processing revenues are primarily driven as a percentage of the dollar volume of the transactions processed. They may also have a fixed fee, a minimum monthly usage fee and a fee based on transactions. Gateway services, data encryption and tokenization fees are primarily driven by per transaction fees as well as monthly usage fees. TFS services commissions vary based on a number of factors such as the merchant, country and amount of purchase. Included in payments-based revenue are fees earned from our international payments platform, strategic enterprise merchant relationships, and alternative payments methods, including cryptocurrency, gift cards and stock donations.
Previous wording
Subscription and other revenues include 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.
Current wording
Subscription and other revenue includes software as a service (“SaaS”) fees for point of sale (“POS”) systems and terminals provided to merchants. POS and terminal SaaS fees are assessed based on the type and quantity of equipment deployed to the merchant. SaaS fees also include statement fees, fees for our proprietary business intelligence software and other annual fees. Subscription and other revenues also includes revenue derived from hardware sales, software license sales, third-party residuals and fees charged for technology support.
Previous wording
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 represents the non-redeemable 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 prior to the execution of the DPLTA.
Current wording
Net income attributable to non-redeemable noncontrolling interests arises from net income from the non-owned portion of businesses where we have a controlling interest but less than 100% ownership. This includes the following:
Previous wording
(a)Depreciation and amortization expense includes depreciation of equipment under lease of $17.4 million and $13.0 million for the three months ended June 30, 2025 and 2024, respectively.
Current wording
(a)Depreciation and amortization expense includes depreciation of equipment under lease of $19.4 million and $14.1 million for the three months ended September 30, 2025 and 2024, respectively.
Previous wording
Gross revenue increased by $139.2 million, or 17%. Gross revenue is comprised of payments-based revenue and subscription and other revenues.
Current wording
Gross revenue increased by $267.7 million, or 29%. Gross revenue is comprised of payments-based revenue and subscription and other revenues.
Previous wording
•The increase in volume of $10.1 billion, or 25%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
Current wording
•The increase in volume of $11.2 billion, or 26%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
Previous wording
Subscription and other revenues increased by $26.5 million, or 37%. The increase in subscription and other revenues was primarily driven by the impact of recent acquisitions as well as higher SaaS revenue associated with our SkyTab solutions.
Current wording
Subscription and other revenues increased by $16.5 million, or 16%. The increase in subscription and other revenues was primarily driven by the impact of recent acquisitions as well as higher SaaS revenue associated with our SkyTab solutions.
Previous wording
The 9% increase in network fees was primarily due to the increase in payments-based revenue.
Current wording
The 8% increase in network fees was primarily due to the increase in payments-based revenue.
Previous wording
Gross revenue less network fees increased by $92.8 million, or 29%, primarily due to the increase in volume, the impact of recent acquisitions, and higher Subscription and other revenues. See Key Performance Indicators and Non-GAAP Measures for a discussion and reconciliation of gross revenue less network fees.
Current wording
Gross revenue less network fees increased by $224.1 million, or 61%, primarily due to the increase in volume, the impact of recent acquisitions, and higher Subscription and other revenues. See Key Performance Indicators and Non-GAAP Measures for a discussion and reconciliation of gross revenue less network fees.
Previous wording
The increase in depreciation and amortization expense was primarily due to the amortization of intangible assets recognized in connection with recent acquisitions, and increased equipment under lease associated with the growth of our SkyTab offering.
Current wording
The increase in depreciation and amortization expense was primarily due to the amortization of intangible assets recognized in connection with the recent acquisition of Global Blue, and increased equipment under lease associated with the growth of our SkyTab offering.
Previous wording
The increase in interest income was primarily due to an increase in our average interest-earning cash balance.
Current wording
The increase in interest income was primarily due to an increase in our average interest-earning cash balance. We expect our interest-earning cash balance to decline in connection with the maturity of our 2025 Convertible Notes in December 2025.
Previous wording
The decrease in other income was primarily due to transactional losses related to foreign currency in 2025, as compared to gains in 2024.
Current wording
Other expense, net was primarily due to transactional losses related to foreign currency.
Previous wording
The unrealized gain on investments in securities for the six months ended June 30, 2024 was due to fair value adjustments to our non-marketable equity investments.
Current wording
The unrealized gain on investments in securities for the three months ended September 30, 2024 was due to fair value adjustments to our non-marketable equity investments.
Previous wording
As of June 30, 2025, the current TRA liability was reduced due to a decrease in the estimated tax benefits from TRA-related tax assets with respect to the 2023 tax year. In the future, we expect the TRA liability to increase as additional deferred tax assets are established through exchanges of LLC Interests with Rook. See Note 13 to the accompanying unaudited condensed consolidated financial statements for more information on the TRA.
Current wording
As of September 30, 2024, we concluded that it was probable that we will be able to realize substantially all of the tax benefits associated with the TRA to date, based on estimates of future taxable income. In the future, we expect the TRA liability to increase as additional deferred tax assets are established through exchanges of LLC Interests with Rook. See Note 13 to the accompanying unaudited condensed consolidated financial statements for more information on the TRA.
Previous wording
The increase in interest expense during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 was primarily due to the issuance of 6.750% 2032 Senior Notes due 2032 (the “Existing 2032 Notes”) issued in the third quarter of 2024, and the 2033 Euro Notes and New 2032 Notes (together with the Existing 2032 Notes, the “2032 Senior Notes”) issued in the second quarter of 2025. After our recent financing activity, including the Term Loan Facility that was established in July 2025, our annualized interest expense is projected to be approximately $243 million, which is inclusive of approximately $12 million of non-cash deferred financing fee amortization.
Current wording
The increase in interest expense during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 was primarily due to the issuance of 6.750% 2032 Senior Notes due 2032 (the “Existing 2032 Notes”) in the third quarter of 2024, the issuance of our 2033 Euro Notes and New 2032 Notes (together with the Existing 2032 Notes, the “2032 Senior Notes”) in the second quarter of 2025, and the $1.0 billion Term Loan Facility that was established in July 2025. After our recent financing activity, our annualized interest expense is projected to be approximately $240 million, which is inclusive of approximately $12 million of non-cash deferred financing fee amortization.
Previous wording
The effective tax rate for the three months ended June 30, 2025 was approximately 26%, compared to the effective tax rate for the three months ended June 30, 2024 of approximately (3)%. The income tax expense for thethree months ended June 30, 2025 relates primarily to the net income allocated to the non-redeemable noncontrolling interest.
Current wording
The effective tax rate for the three months ended September 30, 2025 was approximately 45%, compared to the effective tax rate for the three months ended September 30, 2024 of approximately (135)%. The income tax benefit for thethree months ended September 30, 2024 relates primarily to the release of the previously recorded valuation allowance against certain deferred tax assets in the U.S.
Previous wording
Comparison of Results for the Six Months Ended June 30, 2025 and 2024
Current wording
Comparison of Results for the Nine Months Ended September 30, 2025 and 2024
Previous wording
(a)Depreciation and amortization expense includes depreciation of equipment under lease of $33.7 million and $24.9 million for the six months ended June 30, 2025 and 2024, respectively.
Current wording
(a)Depreciation and amortization expense includes depreciation of equipment under lease of $53.1 million and $39.0 million for the nine months ended September 30, 2025 and 2024, respectively.
Previous wording
Gross revenue increased by $280.1 million, or 18%, compared to the prior year period. Gross revenue is comprised of payments-based revenue and subscription and other revenues.
Current wording
Gross revenue increased by $547.8 million, or 22%, compared to the prior year period. Gross revenue is comprised of payments-based revenue and subscription and other revenues.
Previous wording
Payments-based revenue increased by $213.3 million, or 15%, compared to the prior year period, primarily due to:
Current wording
Payments-based revenue increased by $464.5 million, or 21%, compared to the prior year period, primarily due to:
Previous wording
Subscription and other revenues increased by $66.8 million, or 54%, compared to the prior year period. The increase in subscription and other revenues was primarily driven by the impact of recent acquisitions as well as higher SaaS revenue associated with our SkyTab solutions.
Current wording
Subscription and other revenues increased by $83.3 million, or 37%, compared to the prior year period. The increase in subscription and other revenues was primarily driven by the impact of recent acquisitions as well as higher SaaS revenue associated with our SkyTab solutions.
Previous wording
The 9% increase in network fees was primarily due to the increase in payments-based revenue.
Current wording
The 8% increase in network fees was primarily due to the increase in payments-based revenue.
Previous wording
Gross revenue less network fees increased by $197.6 million, or 34%, compared to the prior year period, primarily due to the increase in volume and higher Subscription and other revenues. See Key Performance Indicators and Non-GAAP Measures for a discussion and reconciliation of gross revenue less network fees.
Current wording
Gross revenue less network fees increased by $421.7 million, or 44%, compared to the prior year period, primarily due to the increase in volume, the impact of recent acquisitions, and higher Subscription and other revenues. See Key Performance Indicators and Non-GAAP Measures for a discussion and reconciliation of gross revenue less network fees.
Previous wording
The income (expense) for revaluation of contingent liabilities during the six months ended June 30, 2025 and 2024 was primarily driven by fair value adjustments to contingent liabilities arising from various acquisitions we completed in recent years.
Current wording
The income (expense) for revaluation of contingent liabilities during the nine months ended September 30, 2025 and 2024 was primarily driven by fair value adjustments to contingent liabilities arising from various acquisitions we completed in recent years.
Previous wording
The increase in interest income was primarily due to an increase in our average interest-earning cash balance.
Current wording
The increase in interest income was primarily due to an increase in our average interest-earning cash balance. We expect our interest-earning cash balance to decline in connection with the maturity of our 2025 Convertible Notes in December 2025.
Previous wording
The decrease in other income (expense), net was primarily due to transactional losses related to foreign currency in 2025, compared to gains in 2024.
Current wording
The decrease in other income (expense), net was primarily due to transactional losses related to foreign currency in 2025, as compared to gains in 2024.
Previous wording
The unrealized loss on investments in securities for both the three months ended June 30, 2025 and 2024 was due to fair value adjustments to our non-marketable equity investments.
Current wording
The unrealized gain on investments in securities for the nine months ended September 30, 2024 was due to fair value adjustments to our non-marketable equity investments.
Previous wording
As of June 30, 2025, the current TRA liability was reduced due to a decrease in the estimated tax benefits from TRA-related tax assets with respect to the 2023 tax year. In the future, we expect the TRA liability to increase as additional deferred tax assets are established through exchanges of LLC Interests with Rook. See Note 13 to the accompanying unaudited condensed consolidated financial statements for more information on the TRA.
Current wording
As of September 30, 2024, we concluded that it was probable that we will be able to realize substantially all of the tax benefits associated with the TRA to date, based on estimates of future taxable income. In the future, we expectthe TRA liability to increase as additional deferred tax assets are established through exchanges of LLC Interests with Rook. See Note 13 to the accompanying unaudited condensed consolidated financial statements for more information on the TRA.
Previous wording
The increase in interest expense during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 was primarily due to the issuance of our Existing 2032 Notes issued in the third quarter of 2024, and the 2033 Euro Notes and New 2032 Notes issued in the second quarter of 2025. After our recent financing activity, including the Term Loan Facility that was established in July 2025, our annualized interest expense is projected to be approximately $243 million, which is inclusive of approximately $12 million of non-cash deferred financing fee amortization.
Current wording
The increase in interest expense during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 was primarily due to the issuance of our Existing 2032 Notes in the third quarter of 2024, the issuance of our 2033 Euro Notes and New 2032 Notes in the second quarter of 2025, and the $1.0 billion Term Loan Facility that was established in July 2025. After our recent financing activity, our annualized interest expense is projected to be approximately $240 million, which is inclusive of approximately $12 million of non-cash deferred financing fee amortization.
Previous wording
The effective tax rate for the six months ended June 30, 2025 was approximately 10%, compared to the effective tax rate for the six months ended June 30, 2024 of approximately (0.5)%. The income tax expense for the six months ended June 30, 2025 relates primarily to the net income allocated to the non-redeemable noncontrolling interest.
Current wording
The effective tax rate for the nine months ended September 30, 2025 was approximately 26%, compared to the effective tax rate for the nine months ended September 30, 2024 of approximately (223)%. The income tax benefit for the nine months ended September 30, 2024 relates primarily to the release of the previously recorded valuation allowance against certain deferred tax assets in the U.S.
Previous wording
(a)For the three months ended June 30, 2025, consisted of $6.3 million of acquisition-related costs and $4.3 million of restructuring and other costs. For the six months ended June 30, 2025, consisted of $20.1 million of acquisition-related costs and $18.0 million of restructuring and other costs. For the three months ended June 30, 2024, consisted of $7.6 million of restructuring and other costs and $6.1 million of acquisition-related costs. For the six months ended June 30, 2024, consisted of $9.0 million of restructuring and other costs and $8.7 million of acquisition-related costs.
Current wording
(a)For the three months ended September 30, 2025, consisted of $23.2 million of acquisition-related costs and $6.4 million of restructuring and other costs. For the nine months ended September 30, 2025, consisted of $43.3 million of acquisition-related costs and $24.4 million of restructuring and other costs. For the three months ended September 30, 2024, consisted of $4.9 million of restructuring and other costs and $3.7 million of acquisition-related costs. For the nine months ended September 30, 2024, consisted of $13.9 million of restructuring and other costs and $12.4 million of acquisition-related costs.
Previous wording
(f)For the three months ended June 30, 2025, consisted of $6.8 million of expenses related to non-routine matters, $2.5 million of expenses related to the non-routine upgrade of our IT systems, and $2.3 million of unrealized foreign exchange losses. For the six months ended June 30, 2025, consisted of $9.5 million of expenses related to non-routine matters, $6.3 million of expenses related to the non-routine upgrade of our IT systems, and $3.9 million of unrealized foreign exchange losses. For the three months ended June 30, 2024, consisted of $5.1 million of expenses related to non-routine matters and $(0.5) million of unrealized foreign exchange gains. For the six months ended June 30, 2024, consisted of $9.9 million of expenses related to non-routine matters and $(1.8) million of unrealized foreign exchange gains.
Current wording
(f)For the three months ended September 30, 2025, consisted of $6.7 million of expenses related to non-routine matters, $3.6 million of expenses related to the non-routine upgrade of our IT systems, and $0.8 million of unrealized foreign exchange losses. For the nine months ended September 30, 2025, consisted of $16.2 million of expenses related to non-routine matters, $9.9 million of expenses related to the non-routine upgrade of our IT systems, and $4.7 million of unrealized foreign exchange losses. For the three months ended September 30, 2024, consisted of $4.9 million of expenses related to non-routine matters and $1.6 million of unrealized foreign exchange losses. For the nine months ended September 30, 2024, consisted of $14.8 million of expenses related to non-routine matters and $(0.2) million of unrealized foreign exchange gains.
Previous wording
We have historically sourced our liquidity requirements primarily with cash flow from operations and, when needed, with debt or equity financing. The principal uses for liquidity have been acquisitions, capital expenditures, share repurchases and debt service. As of June 30, 2025, our cash and cash equivalents balance was $3,029.3 million, of which approximately $203.2 million was held outside of the U.S. by our foreign legal entities. In addition, “Settlement assets” includes $223.8 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. A significant portion of the cash on hand as of June 30, 2025, along with the proceeds of the term loan described below, was used in the acquisition of Global Blue, which closed in July 2025 at a purchase price of approximately $2.7 billion.
Current wording
We have historically sourced our liquidity requirements primarily with cash flow from operations and, when needed, with debt or equity financing. The principal uses for liquidity have been acquisitions, capital expenditures, share repurchases and debt service. As of September 30, 2025, our cash and cash equivalents balance was $1,511.5 million, of which approximately $278.8 million was held outside of the U.S. by our foreign legal entities. In addition, “Settlement assets” includes $198.2 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.
Previous wording
For the six months ended June 30, 2025, net cash provided by operating activities of $238.5 million was primarily a result of net income of $60.6 million, adjusted for non-cash depreciation and amortization of $173.6 million, equity-based compensation of $41.2 million, amortization of capitalized financing costs, net of premium accretion of $8.9 million, provision for bad debts of $6.0 million, and unrealized foreign exchange losses of $3.9 million, partially offset by deferred income taxes of $(20.5) million, revaluation of contingent liabilities of $(4.6) million and an impact from working capital items of $(31.5) million.
Current wording
For the nine months ended September 30, 2025, net cash provided by operating activities of $410.3 million was primarily a result of net income of $94.0 million, adjusted for non-cash depreciation and amortization of $298.7 million, equity-based compensation of $56.8 million, loss on extinguishment of $12.3 million, debt of amortization of capitalized financing costs, net of premium accretion of $11.8 million, provision for bad debts of $7.8 million, and unrealized foreign exchange losses of $4.7 million, partially offset by deferred income taxes of $(7.0) million, revaluation of contingent liabilities of $(7.4) million, change in TRA liability of $(2.0) million and an impact from working capital items of $(59.4) million.
Previous wording
For the six months ended June 30, 2024, net cash provided by operating activities of $226.8 million was primarily a result of net income of $83.0 million adjusted for non-cash expenses, including depreciation and amortization of $135.8 million and equity-based compensation of $37.1 million, partially offset by the gain on investments in securities of $(10.8) million and an impact from working capital items of $(20.8) million.
Current wording
For the nine months ended September 30, 2024, net cash provided by operating activities of $369.3 million was primarily a result of net income of $155.2 million adjusted for non-cash expenses, including change in TRA liability of $294.2 million, depreciation and amortization of $213.1 million, and equity-based compensation of $51.4 million, partially offset by deferred income taxes of $(300.1) million, unrealized gain on investments in securities of $(21.6) million and an impact from working capital items of $(38.2) million.
Previous wording
Net cash used in investing acti vities was $132.2 million for the six months ended June 30, 2025, a decrease of $249.3 million compared to net cash used in investing activities of $381.5 million for the six months ended June 30, 2024. This decrease was primarily the result of a $297.7 million decrease in net cash paid for acquisitions, partially offset by a $26.8 million increase in deposits made with our sponsor bank, a $7.1 million increase in acquisition of equipment to be leased, a $6.6 million increase in residual commission buyouts, a $5.4 million increase in capitalized software development costs, and a $3.0 million increase in investments in securities.
Current wording
Net cash used in investing activities was $2,780.7 million for the nine months ended September 30, 2025, an increase of $2,345.5 million compared to net cash used in investing activities of $435.2 million for the nine months ended September 30, 2024. This increase was primarily the result of a $2,262.4 million increase in net cash paid for acquisitions, a $26.8 million increase in deposits made with our sponsor bank, a $15.5 million increase in residual commission buyouts, and a $13.7 million increase in acquisition of equipment to be leased.
Previous wording
Net cash provided by financing activities was $1,626.1 million for the six months ended June 30, 2025, an increase of $1,780.9 million compared to net cash used in financing activities of $154.8 million for the six months ended June 30, 2024. This increase was primarily due to the $1,313.2 million of gross proceeds received from the issuance of the New 2032 Notes and the 2033 Euro Notes and $1,000.0 million of gross proceeds received from the issuance of Preferred Stock in 2025, $70.8 million of customer bank deposits being returned to depositors in connection with our transition of Finaro from a bank to a payment institution in 2024, a $26.8 million increase in borrowings on the settlement line of credit, and a $24.9 million change in settlement activity, partially offset by the $450.0 million repayment of our 2026 Senior Notes, a $132.3 million increase in payments for the repurchase of common stock, a $45.3 million increase in deferred financing costs, a $16.7 million increase in distributions to noncontrolling interests, and a $7.6 million increase in payments for withholding tax related to the vesting of restricted stock units.
Current wording
Net cash provided by financing activities was $2,591.2 million for the nine months ended September 30, 2025, an increase of $1,655.0 million compared to net cash provided by financing activities of $936.2 million for the nine months ended September 30, 2024. This increase was primarily due to a $2.3 billion increase in gross proceeds received from debt and equity issuances, $70.8 million of customer bank deposits being returned to depositors in connection with our transition of Finaro from a bank to a payment institution in 2024, and a $26.8 million increase in borrowings on the settlement line of credit, partially offset by the $450.0 million repayment of our 2026 Senior Notes, a $112.3 million increase in payments for the repurchase of common stock, a $56.6 million increase in deferred financing costs, $47.3 million paid to acquire the remaining Global Blue shares through a squeeze-out merger, a $43.6 million change in settlement activity, a $12.2 million increase in distributions to noncontrolling interests, and a $14.5 million increase in payments of preferred dividends.
Showing the first 40 of 48 pairs. Open the source sections for the rest.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
•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;
Current report — wording carried from elsewhere
•the income allocated to third-party shareholders of Vectron common stock prior to the execution of the DPLTA.
Current report — wording carried from elsewhere
In September 2024, Shift4 Payments, LLC entered into the Settlement Line Credit Agreement (the “Settlement Line Agreement”), by and between Shift4 Payments, LLC, as the borrower, and Citizens Bank, N.A. (“Citizens”), as the lender, providing for a settlement line of credit with an aggregate available amount of up to $100.0 million (the “Settlement Line”). The Settlement Line provides financing for certain settlement obligations of Shift4 Payments, LLC’s merchants.
Current report — wording carried from elsewhere
In November 2025, the Board authorized a new stock repurchase program, replacing the May 2024 Program, pursuant to which we are authorized to repurchase up to $1.0 billion of shares of our Class A common stock through December 31, 2026.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
In September 2024, Shift4 Payments, LLC entered into a Second Amended and Restated First Lien Credit Agreement (the “Original Credit Agreement”), among Shift4 Payments, LLC, as the borrower, Goldman Sachs Bank USA (“GS”), as administrative agent and collateral agent, and the lenders party thereto, providing for a $450.0 million senior secured revolving credit facility (“Revolving Credit Facility”), $112.5 million of which was originally available for the issuance of letters of credit.
Previous report — wording carried elsewhere
On June 30, 2025 (the “Second Amendment Effective Date”), Shift4 Payments, LLC entered into Amendment No. 2 to the Second Amended and Restated First Lien Credit Agreement (the “Second Amendment” and, the Existing Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time, including by the Second Amendment, the “Credit Agreement”), with GS, the lenders party thereto, and certain subsidiary guarantors party thereto, pursuant to which, among other things, the Existing Credit Agreement was amended to (i) increase commitments under the Revolving Credit Facility by $100.0 million (the “Revolving Credit Facility Increase”), to an aggregate amount of$550 million, up to $137.5 million of which is available for the issuance of letters of credit and up to $50.0 million of which is available for swing line loans, (ii) provide for a senior secured term loan facility in an aggregate principal amount of $1,000.0 million (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Credit Facilities”), and (iii) amend the financial covenant, certain financial definitions and certain other covenants and provisions thereunder.
Previous report — wording carried elsewhere
•Growth in 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.
Previous report — wording carried elsewhere
Pursuant to the Second Amendment, the effectiveness of certain amendments to the Existing Credit Agreement, the establishment and initial funding of the Term Loan Facility, and the establishment and availability of the Revolving Facility Increase occurred on July 3, 2025 (the “Second Amendment Closing Date”), upon the satisfaction of certain customary closing conditions, including the occurrence of the Acceptance Time under the Transaction Agreement.