Shift4 Payments, Inc.
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 27, 2026
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-K
Period ended 2024-12-31; filed 2025-02-19.
0001794669-25-000011
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-27.
0001794669-26-000010
Item 7. 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 169 previous paragraphs and 186 current paragraphs.
83 unchanged; 52 reworded; 43 added; 30 removed; 4 previous and 8 current paragraphs rearranged.
Tables are not compared: 19 previous and 20 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 (43)
Current report
Executive Chairman - NASA Administrator Appointment and Up-C Collapse
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Previously, in connection with his prior nomination for NASA administrator which was subsequently withdrawn, Mr.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
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.
Current report
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.
Current report
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.
Current report
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.
Current report
Smartpay
Current report
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.
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 for approximately $84 million of cash, subject to customary closing adjustments. The contemplated transac tion 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.
Current report
Loss on extinguishment of debt represents the writeoff of unamortized capitalized financing costs associated with debt extinguishment.
Current report
•the noncontrolling interests in certain subsidiaries of Global Blue Group Holding AG; and
Current report
•the income allocated to third-party shareholders of Vectron common stock prior to the execution of the DPLTA.
Current report
Payments-based revenue increased by $481 million, or 16%, primarily due to:
Current report
•the increase in volume of $44 billion, or 27%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, and;
Current report
•our recent acquisitions in 2024 and 2025.
Current report
TFS revenue increased by $255 million. TFS revenue is the result of the acquisition of Global Blue in the third quarter of 2025.
Current report
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.
Current report
During 2025, the Company impaired the value of certain acquired technology that it determined was no longer of use.
Current report
The increase in interest expense was primarily due to the issuance of our Existing 2032 Notes in 2024 and the issuance of our 2033 Euro Notes, New 2032 Notes, and $1.0 billion Term Loan Facility in 2025. After our recent financing activity, including the impact of amending our Credit Facilities effective January 5, 2026, our annualized interest expense is projected to be approximately $250 million, which is inclusive of approximately $9 million of non-cash deferred financing fee and premium amortization.
Current report
Volume
Current report
(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.
Current report
(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.
Current report
(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.
Current report
In July 2025, in connection with the acquisition of Global Blue, we received aggregate proceeds of approximately $88 million from Huang River Investment Limited (an affiliate of Tencent Holdings Limited) and Ant International Technologies (Singapore) Holding Pte. Ltd. (an affiliate of Ant International (Cayman) Holding Limited) from the sale of 912,494 newly issued shares of Class A common stock.
Current report
In December 2020, Shift4 Payments, Inc. issued $690 million principal amount of 2025 Convertible Notes. The 2025 Convertible Notes matured and were repaid on December 15, 2025 with cash on hand. As the share price of our Class A common stock at maturity was below the conversion price of $80.48 per share, no shares of common stock were issued upon maturity.
Current report
In August 2024, the Issuers issued $1,100 million principal amount of 2032 Senior Notes (the “Existing 2032 Notes”). We received net proceeds, after deducting initial purchasers’ discounts and fees, of approximately $1,089 million from the offering of the Existing 2032 Senior Notes.
Current report
Senior Notes – 2033 Euro Notes
Current report
In May 2025, the Issuers issued€680 million principal amount of 2033 Euro Notes (the “Existing 2033 Euro Notes”). We received net proceeds, after deducting initial purchasers’ discounts and fees, of approximately $753 million from the offering of the Existing 2033 Euro Notes.
Current report
Credit Facilities
Current report
In March 2025, the Borrower entered into an amendment to the Original Credit Agreement (the “First Amendment” and, the Original Credit Agreement, as amended by the First Amendment, the “Existing Credit Agreement”), with GS and the lenders party thereto, pursuant to which, among other things, the Original Credit Agreement was amended to (i) permit the consummation of the transactions contemplated by the transaction agreement with Global Blue and, from and after its execution and delivery of a joinder thereto on February 25, 2025, GT Holding 1 GmbH, a Swiss limited liability company and indirect wholly owned subsidiary of the Company (“Merger Sub”) (the “Global Blue Transaction Agreement”) and (ii) permit the incurrence and/or issuance of the Bridge Facilities (as defined below) and/or certain other permanent financing issued in lieu thereof or to refinance the loans thereunder.
Current report
On June 30, 2025 (the “Second Amendment Effective Date”), the Borrower entered into an Amendment No. 2 to its Second Amended and Restated First Lien Credit Agreement (the “Second Amendment” and, the Existing Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time, including by the Second Amendment, the “Credit Agreement”), with GS, the lenders party thereto, and certain subsidiary guarantors party thereto, pursuant to which, among other things, the Existing Credit Agreement was amended to (i) increase commitments under our Revolving Credit Facility from $450 million to $550 million (the “Revolving Credit Facility Increase”), up to $138 million of which is available for the issuance of letters of credit and up to $50 million of which is available for swing line loans, (ii) provide for a senior secured term loan facility in an aggregate principal amount of $1.0 billion (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Credit Facilities”), and (iii) amend the financial covenant, certain financial definitions and certain other covenants and provisions thereunder. Borrowings under the Credit Facilities are available in U.S. Dollars, Euros, and certain other agreed-upon currencies.
Current report
(i) a term SOFR-based rate for U.S. Dollar denominated loans under the Credit Facilities (subject to a 0.0% floor), plus an applicable margin of (x) 2.50% in the case of the Term Loan Facility, and (y) 2.00% in the case of the Revolving Credit Facility;
Current report
(iii) a EURIBOR-based rate (for Euro borrowings under the Revolving Credit Facility) (subject to a 0.0% floor), plus an applicable margin of 2.00%; or
Current report
(iv) an €STR-based rate (for Euro swing line loans) (subject to a 0.0% floor), plus an applicable margin of 2.00%.
Current report
The Term Loan Facility is repayable in quarterly installments (commencing on December 31, 2025) in an amount equal to 0.25% of the initial principal amount of the Term Loan Facility, with the balance payable on the maturity date thereof. The Revolving Credit Facility does not amortize, and the entire outstanding principal amount (if any) of the Revolving Credit Facility is due and payable on the maturity date thereof.
Current report
On January 5, 2026, the Borrower entered into an Amendment No. 3 to its Second Amended and Restated First Lien Credit Agreement (the “Amended Credit Agreement”) with GS and the lenders party thereto. As a result of the Amendment No. 3, the applicable interest rate margin over the relevant benchmark rate on the Borrower’s term loans has been, (a) in the case of term loans that bear interest with reference to the term SOFR, reduced from 2.50% per annum under the Credit Agreement to 2.00% per annum under the Amended Credit Agreement and (b) in the case of alternate base rate loans, reduced from 1.50% per annum under the Credit Agreement to 1.00% per annum under the Amended Credit Agreement. All other material provisions of the Credit Agreement remain materially unchanged.
Current report
Debt
Current report
As of December 31, 2025, we had $4,589 million of debt principal outstanding. After our recent financing activity, including the amendment to our Credit Facilities effective January 5, 2026, we had 1) $7 million of debt principal payable within twelve months, and 2) future interest payments associated with the outstanding debt totaling $1,687 million, with $244 million payable within twelve months.
Showing the first 40 of 43 passages. Open the source sections for the rest.
Removed paragraphs (30)
Previous report
Chief Executive Officer Succession Planning
Previous report
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.
Previous report
Pending Acquisitions
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
Tender and Support Agreements
Previous report
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.
Previous report
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.
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 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.
Previous report
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.
Previous report
On November 18, 2024, wecompleted 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.
Previous report
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.
Previous report
We believe both of these transactions will increase our customer base and geographic footprint.
Previous report
Payments-based revenue increased by $604.1 million, or 25%, primarily due to:
Previous report
•The increase in end-to-end payment volume of $55.8 billion, or 51%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Previous report
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.
Previous report
The increase in interest expense during the year ended December 31, 2024 as compared to the year ended December 31, 2023 was primarily due to the issuance of our 2032 Senior Notes in August 2024. The annual cash interest expense related to the 2032 Senior Notes is expected to be approximately $74.0 million.
Previous report
End-to-end payment volume
Previous report
(c)See Note 12 to the accompanying consolidated financial statements for more information on the investments in non-marketable securities.
Previous report
See “Pending Acquisitions—Debt Commitment Letter” for a description of our financing arrangements in connection with the Transaction Agreement described in that section.
Previous report
Convertible Notes, Senior Notes and Revolving Credit Facility
Previous report
Second Amended and Restated Revolving Credit Facility
Previous report
As of December 31, 2024, we had $2,872.5 million of fixed rate debt principal outstanding with maturities beginning in 2025 with the $690.0 million of 2025 Convertible Notes. Future interest payments associated with the outstanding debt total $645.1 million, with $98.2 million payable within twelve months.
Previous report
Useful lives of equipment for lease, property, plant and equipment, residual commission buyouts, capitalized customer acquisition costs, and intangible assets
Previous report
Tangible equipment for lease and property, plant and equipment are depreciated over their estimated useful life on a straight-line basis. Capitalized customer acquisition costs and intangible assets with finite lives are also amortized over their estimated useful life on a straight-line basis. We monitor conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining depreciation or amortization period. The original estimate of an asset’s useful life and the impact of an event or circumstance on either an asset’s useful life or carrying value involve significant judgment regarding estimates of the future cash flows associated with each asset.
Previous report
In addition to tax expenses, we will also make payments under the TRA, which are expected to be material in the future. We will account for the income tax effects and corresponding TRA’s effects resulting from future taxable purchases or redemptions of LLC Interests of the Continuing LLC Owners by us or Shift4 Payments, LLC or the Blocker Shareholders by recognizing an increase in our deferred tax assets, based on enacted tax rates at the date of the purchase or redemption. Further, we will evaluate the likelihood that we will realize the benefit represented by the deferred tax asset and, to the extent that we estimate that it is more likely than not that we will not realize the benefit, we will reduce the carrying amount of the deferred tax asset with a valuation allowance. The amounts to be recorded for both the deferred tax assets and the liability for our obligations under the TRA will be estimated at the time of any purchase or redemption as a reduction to shareholders’ equity, and the effects of changes in any of our estimates after this date will be included in net income. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income. Judgement is required in assessing the future tax consequences of events that have been recognized in Shift4 Payments, Inc.’s financial statements. A change in our assessment of such consequences, such as realization of deferred tax assets, changes in tax laws or interpretations thereof could materially impact our results. As of December 31, 2024, we recognized a $365.5 million TRA liability after concluding it was probable that, based on estimates of future taxable income, we will realize tax benefits associated with the TRA.
Reworded paragraphs (52)
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. We are also a leader in tax-free shopping (“TFS”) as a result of the acquisition of Global Blue Group Holding AG (“Global Blue”) in the third quarter of 2025. We power billions of transactions annually for hundreds of thousands of businesses in virtually every industry. We achieved our leadership position through decades of solving business and operational challenges facing our customers’ overall commerce needs. Our merchants range in size from small owner-operated local businesses to multinational enterprises conducting commerce globally.
Previous wording
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.
Current wording
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.
Previous wording
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.
Current wording
Increased adoption of software-integrated payments. We primarily generate revenue through fees assessed on volume initiated through our internal sales team and our integrated software partners. These fees include volume-based payments, transaction fees and subscription fees for software and technology solutions. We expect to continue to grow through both our internal sales team and integrated software partners, both of which have proven to be an effective and efficient way of acquiring new merchants and servicing these relationships.
Previous wording
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.
Current wording
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.
Previous wording
Impact of international operations. As our international operations continue to expand, 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.
Current wording
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.
Previous wording
Payments-based revenue includes fees for payment processing services and gateway services. Payment processing fees are primarily driven as a percentage of end-to-end payment 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 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
Depreciation and amortization expense consists of depreciation and amortization expenses related to merchant relationships, trademarks and trade names, residual commission buyouts, equipment under lease, leasehold improvements, other intangible assets, and property, plant and equipment. We depreciate and amortize our assets on a straight-line basis. Leasehold improvements are depreciated over the lesser of the estimated life of the leasehold improvement or the remaining lease term. Maintenance and repairs, which do not extend the useful life of the respective assets, are charged to expense as incurred. Intangible assets are amortized on a straight-line basis over their estimated useful lives which range from two years to twenty years.
Current wording
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 three years to twenty years.
Previous wording
Professional expenses consists of costs incurred for accounting, tax, legal, and consulting services. These include professional services related to acquisitions.
Current wording
Professional expenses consist of costs incurred for accounting, tax, legal, and consulting services. These include professional services related to acquisitions.
Previous wording
Advertising and marketing expenses relate to costs incurred to participate in industry tradeshows and dealer conferences, advertising initiatives to build brand awareness, and expenses to fulfill loyalty program rewards earned by software partners.
Current wording
Advertising and marketing expenses relate to costs incurred to participate in industry tradeshows and dealer conferences, advertising initiatives to build brand awareness (including sponsorships), and expenses to fulfill loyalty program rewards earned by software partners.
Previous wording
Gain on investments in securities represents adjustments to the fair value of our investments in securities.
Current wording
Gain (loss) on investments in securities represents adjustments to the fair value of our investments in securities.
Previous wording
Net income attributable to 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 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.
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 $54.4 million and $35.3 million for the years ended December 31, 2024 and 2023, respectively.
Current wording
(a)Depreciation and amortization expense includes depreciation of equipment under lease of $74 million and $54 million for the years ended December 31, 2025 and 2024, respectively.
Previous wording
Gross revenue increased by $765.8 million, or 30%. Gross revenue is comprised of payments-based revenue and subscription and other revenues.
Current wording
Gross revenue increased by $849 million, or 25%. Gross revenue is comprised of payments-based revenue, TFS revenue and subscription and other revenues.
Previous wording
•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.
Current wording
Growth in volume outpaced payments-based revenue growth, primarily due to our continued onboarding of larger merchants with lower unit pricing than our existing customer base.
Previous wording
Subscription and other revenues increased by $161.7 million, or 90%. 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 $113 million, or 33%. The increase in subscription and other revenues was primarily driven by the impact of recent acquisitions as well as higher SaaS revenue associated with our SkyTab solutions.
Previous wording
The 22% increase in network fees was primarily due to the increase in payments-based revenue, which increased 25%.
Current wording
The 11% increase in network fees was primarily due to the increase in payments-based revenue.
Previous wording
Gross revenue less network fees increased by $414.0 million, or 44%, primarily due to the increase in end-to-end payment volume, the impact of recent acquisitions and higher SaaS revenue. See Key Performance Indicators and Non-GAAP Measuresfor a discussion and reconciliation of gross revenue less network fees.
Current wording
Gross revenue less network fees increased by $626 million, or 46%, primarily due to the impact of recent acquisitions, the increase in volume, and higher Subscription and other revenues. See Key Performance Indicators and Non-GAAP Measures for a discussion and reconciliation of gross revenue less network fees.
Previous wording
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.
Current wording
The increase in general and administrative expenses was primarily due to expenses associated with our growth, which includes the impact of our recent acquisitions.
Previous wording
The 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, 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.
Current wording
The income (expense) for revaluation of contingent liabilities was primarily driven by fair value adjustments to contingent liabilities arising from various acquisitions we completed in recent years.
Previous wording
Professional expenses included expenses associated with acquisitions. The increase in professional expenses was primarily driven by higher acquisition-related costs as compared to the prior year period.
Current wording
Professional expenses included expenses associated with acquisitions. The increase in professional expenses was primarily driven by higher acquisition-related costs, including costs associated with the acquisition of Global Blue.
Previous wording
The increase in advertising and marketing expenses was primarily due to new sponsorship contracts.
Current wording
The increase in advertising and marketing expenses was primarily due to incremental brand awareness costs.
Previous wording
The increase in other income was primarily due to transactional gains related to foreign currency in 2024, as compared to losses in 2023.
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 realized gain on investments in securities for the year ended December 31, 2024 was due to the sale of one of our non-marketable equity investments. The unrealized gain on investments in securities for both the years ended December 31, 2024 and 2023 was due to fair value adjustments to our non-marketable equity investments.
Current wording
The realized gain on investments in securities for the year ended December 31, 2024 was due to the sale of one of our non-marketable equity investments. The unrealized gain on investments in securities for the year ended December 31, 2024 was due to fair value adjustments to our non-marketable equity investments.
Previous wording
During the year ended December 31, 2024, in connection with our assessment of the valuation allowance on deferred tax assets, 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 tax benefits are established through exchanges of LLC interests with Rook. See Note 13 to the accompanying 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. See Note 13 to the accompanying consolidated financial statements for more information on the TRA.
Previous wording
The income tax benefit for the year ended December 31, 2024 relates primarily to the release of the previously recorded valuation allowance against certain deferred tax assets in the U.S. During 2024, we assessed the realizability of deferred tax assets and concluded that it is more likely than not that our net deferred tax assets will be realized and that a full valuation allowance is no longer required. The assessment included the fact that as of September 30, 2024, we are no longer in a three-year cumulative loss position and are projecting sufficient income in future periods to realize our deferred tax assets. We expect income tax expense to increase in future years as a result of increased taxable income.
Current wording
The effective tax rate for the year ended December 31, 2025 was approximately 25%. The effective tax rate for the year ended December 31, 2024 was not meaningful due to the release of the previously recorded valuation allowance against certain deferred tax assets in the U.S.
Previous wording
End-to-end payment volume is defined as the total dollar amount of payments that we deliver for settlement on behalf of our merchants. Included in end-to-end payment volume are dollars routed via our international payments platform and alternative payment methods, including cryptocurrency and stock donations, plus volume we route to one or more third party merchant acquirers on behalf of strategic enterprise merchant relationships. This volume does not include volume processed through our legacy gateway-only offering.
Current wording
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.
Previous wording
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, 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.
Current wording
Adjusted EBITDA is the primary financial performance measure used by management to evaluate its business and monitor results of operations. Adjusted EBITDA represents EBITDA further adjusted for certain non-cash and other nonrecurring items that management believes are not indicative of ongoing operations. These adjustments include acquisition, restructuring and integration costs, revaluation of contingent liabilities, gain on sale of subsidiaries, impairment of intangible assets, loss on extinguishment of debt, unrealized gains or losses on investments in securities, changes in TRA liability, equity-based compensation expense, and foreign exchange and other nonrecurring items. The financial impact of certain elements of these activities is often significant to our overall financial performance and can adversely affect the comparability of our operating results and investors’ ability to analyze the business from period to period.
Previous wording
(a)For the year ended December 31, 2024, primarily consisted of $19.7 million of acquisition-related costs and $18.6 million of restructuring costs. For the year ended December 31, 2023, primarily consisted of $23.2 million of acquisition-related costs and $4.6 million of restructuring costs.
Current wording
(a)For the year ended December 31, 2025, consisted of $47 million of acquisition-related costs and $37 million of restructuring and other costs. For the year ended December 31, 2024, consisted of $20 million of acquisition-related costs and $19 million of restructuring and other costs.
Previous wording
(e)Consisted of equity-based compensation expense for RSUs, including employer taxes for vested RSUs. See Note 19 to the accompanying consolidated financial statements for more information on equity-based compensation. We exclude noncash equity-based compensation charges and additional Federal Insurance Contribution Act (“FICA”) and related payroll tax expense incurred when employees vest in restricted stock awards. Although noncash equity-based compensation and the additional FICA and related payroll tax expenses are necessary to attract and retain employees, we place our primary emphasis on stockholder dilution as compared to the accounting charges related to such equity-based compensation plans.
Current wording
(g)Consisted of equity-based compensation expense for RSUs, including employer taxes for vested RSUs. See Note 19 to the accompanying consolidated financial statements for more information on equity-based compensation. We exclude noncash equity-based compensation charges and additional Federal Insurance Contribution Act (“FICA”) and related payroll tax expense incurred when employees vest in restricted stock awards. Although noncash equity-based compensation and the additional FICA and related payroll tax expenses are necessary to attract and retain employees, we place our primary emphasis on stockholder dilution as compared to the accounting charges related to such equity-based compensation plans.
Previous wording
(f)For the year ended December 31, 2024, primarily consisted of $9.7 million of other non-routine selling, general, and administrative expenses, $7.8 million of expenses related to the upgrade of our internal IT systems, and $5.2 million of legal and professional expenses for non-routine matters, partially offset by $1.4 million of unrealized foreign exchange gains. For the year ended December 31, 2023, primarily consisted of $4.0 million of unrealized foreign exchange losses and $1.9 million of legal and professional expenses for non-routine matters.
Current wording
(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.
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 December 31, 2024, our cash and cash equivalents balance was $1,211.9 million, of which approximately $163.5 million was held outside of the U.S. by our foreign legal entities. In addition, “Settlement assets” includes $226.7 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.
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 December 31, 2025, our cash and cash equivalents balance was $964 million, of which approximately $365 million was held outside of the U.S. by our foreign legal entities. In addition, “Settlement assets” includes $221 million of cash that will be used to settle merchant liabilities. The cash included within Settlement assets is typically paid to merchants within a few days of receipt in order to settle related liabilities.
Previous wording
We do not intend to pay cash dividends on our Class A common stock in the foreseeable future. Shift4 Payments, Inc. is a holding company that does not conduct any business operations of its own. As a result, Shift4 Payments, Inc.’s ability to pay cash dividends on its common stock, if any, is dependent upon cash dividends and distributions and other transfers from Shift4 Payments, LLC. The amounts available to Shift4 Payments, Inc. to pay cash dividends are subject to the covenants and distribution restrictions in its subsidiaries’ agreements governing its indebtedness, including covenants in such agreements providing that the payments of dividends or other distributions are subject to annual limitations based on our market capitalization.
Current wording
In May 2025, we issued 10,000,000 shares of our 6.00% Series A Mandatory Convertible Preferred Stock (“Preferred Stock”) for gross proceeds of $1 billion. Net proceeds after underwriting fees of $25 million were $975 million. While we intend to continue to pay quarterly cash dividends on our Preferred Stock, we do not intend to pay cash dividends on our Class A common stock in the foreseeable future. Shift4 Payments, Inc. is a holding company that does not conduct any business operations of its own. As a result, Shift4 Payments, Inc.’s ability to pay cash dividends on its common stock, if any, is dependent upon cash dividends and distributions and other transfers from Shift4 Payments, LLC. The amounts available to Shift4 Payments, Inc. to pay cash dividends are subject to the covenants and distribution restrictions in its subsidiaries’ agreements governing its indebtedness, including covenants in such agreements providing that the payments of dividends or other distributions are subject to annual limitations based on our market capitalization.
Previous wording
For the year ended December 31, 2023, net cash provided by operating activities of $346.0 million was primarily a result of net income of $122.9 million, depreciation and amortization of $214.6 million, equity-based compensation of $57.4 million, and revaluation of contingent liabilities of $23.1 million, partially offset by gain on investments in securities of $(12.2) million and an impact from working capital items of $(95.2) million.
Current wording
For the year ended December 31, 2025, net cash provided by operating activities of $634 million was primarily a result of net income of $147 million, adjusted for non-cash depreciation and amortization of $432 million, equity-based compensation of $82 million, provision for bad debts of $16 million, amortization of capitalized financing costs, net of premium accretion, of $15 million, loss on extinguishment of debt of $12 million, deferred income taxes of $7 million and unrealized foreign exchange losses of $5 million, partially offset by gain on sale of subsidiary of $(19) million and an impact from working capital items of $(72) million.
Previous wording
For the year ended December 31, 2024, net cash provided by operating activities of $500.3 million was primarily a result of net income of $294.5 million, change in TRA liability of $289.0 million, depreciation and amortization of $296.6 million and equity-based compensation of $65.5 million, partially offset by deferred income taxes of $(322.0) million, gain on investments in securities of $(66.7) million and an impact from working capital items of $(75.9) million.
Current wording
For the year ended December 31, 2024, net cash provided by operating activities of $500 million was primarily a result of net income of $295 million, adjusted for non-cash change in TRA liability of $289 million, depreciation and amortization of $297 million and equity-based compensation of $65 million, partially offset by deferred income taxes of $(322) million, gain on investments in securities of $(67) million and an impact from working capital items of $(76) million.
Previous wording
Net cash used in investing activities includes cash paid for acquisitions, deposits made with our sponsor bank, residual commission buyouts, purchases of property, plant and equipment, purchases of equipment to be leased, purchases of intangible assets, investments in securities, and capitalized software development costs.
Current wording
Net cash used in investing activities includes cash paid for acquisitions, deposits made with our sponsor bank under our Settlement Line Agreement, residual commission buyouts, purchases of property, plant and equipment, purchases of equipment to be leased, purchases of intangible assets, investments in securities, and capitalized software development costs.
Previous wording
Net cash used in investing activities was $691.1 million for the year ended December 31, 2024, an increase of $389.2 million compared to net cash used in investing activities of $301.9 million for the year ended December 31, 2023. This increase was primarily the result of a $384.9 million increase in net cash paid for acquisitions and $73.2 million of deposits made with our sponsor bank, offset by a $111.5 million increase in proceeds from the sale of investments in securities.
Current wording
Net cash used in investing activities was $2,998 million for the year ended December 31, 2025, an increase of $2,307 million compared to net cash used in investing activities of $691 million for the year ended December 31, 2024. This increase was primarily the result of a $2,190 million increase in net cash paid for acquisitions and a $123 million decrease in proceeds from the sale of investments in securities, partially offset by a $57 million decrease in deposits made with our sponsor bank and $24 million of proceeds from the sale of subsidiaries in 2025.
Previous wording
Net cash provided by financing activities was $929.2 million for the year ended December 31, 2024, an increase of $1,039.1 million compared to net cash used in financing activities of $109.9 million for the year ended December 31, 2023. This increase was primarily due to the $1,100.0 million of proceeds received from the issuance of the 2032 Senior Notes in 2024 and a $73.2 million increase in borrowings on the settlement line of credit, partially offset by $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 $40.5 million increase in payments for the repurchase of common stock.
Current wording
Net cash provided by financing activities was $2,055 million for the year ended December 31, 2025, an increase of $1,126 million compared to net cash provided by financing activities of $929 million for the year ended December 31, 2024. This increase was primarily due to a $2.8 billion increase in gross proceeds received from debt and equity issuances and $71 million of customer bank deposits being returned to depositors in connection with our transition of Finaro from a bank to a payment institution in 2024, partially offset by the $1,143 million repayment of our 2026 Senior Notes and 2025 Convertible Notes in 2025, a $307 million increase in payments for the repurchase of common stock, a $91 million change in settlement activity, $71 million paid to acquire additional Global Blue and Vectron shares post-acquisition, a $61 million increase in deferred financing costs, a $57 million decrease in borrowings on the settlement line of credit, and a $30 million increase in payments of preferred dividends.
Previous wording
As of December 31, 2023, we had $1,772.5 million total principal amount of debt outstanding, including $690.0 million of 2025 Convertible Notes, $450.0 million of 2026 Senior Notes, and $632.5 million of 2027 Convertible Notes.
Current wording
As of December 31, 2025, we had $4,589 million total principal amount of debt outstanding, including $633 million of 2027 Convertible Notes, $1,650 million of 2032 Senior Notes $1,309 million of 2033 Euro Notes, and $997 million of principal outstanding on the Term Loan Facility.
Previous wording
As of December 31, 2024, we had $2,872.5 million total principal amount of debt outstanding, including $690.0 million of 2025 Convertible Notes, $450.0 million of 2026 Senior Notes, $632.5 million of 2027 Convertible Notes and $1,100.0 million of 2032 Senior Notes.
Current wording
As of December 31, 2024, we had $2,873 million total principal amount of debt outstanding, including $690 million of 2025 Convertible Notes, $450 million of 2026 Senior Notes, $633 million of 2027 Convertible Notes and $1,100 million of 2032 Senior Notes.
Showing the first 40 of 52 pairs. Open the source sections for the rest.
Rearranged current paragraphs (8)
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
(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.
Current report — wording carried from elsewhere
(f)See Note 13 to the accompanying consolidated financial statements for more information on the TRA.
Current report — wording carried from elsewhere
In October 2020, Shift4 Payments, LLC and Shift4 Payments Finance Sub, Inc. (together, the “Issuers”) issued $450 million principal amount of 2026 Senior Notes. The 2026 Senior Notes were repaid in full during 2025.
Current report — wording carried from elsewhere
(ii) an alternate base rate for U.S. Dollar denominated loans under the Credit Facilities (equal to the highest of the Federal Funds Effective Rate plus 0.50%, the term SOFR rate for an interest period of one month (subject to a 0.0% floor) plus 1.00%, and the prime rate announced by the administrative agent from time to time), plus an applicable margin of (x) 1.50% in the case of the Term Loan Facility, and (y) 1.00% in the case of the Revolving Credit Facility;
Current report — wording carried from elsewhere
In September 2025, Shift4 Payments, LLC entered into Amendment No. 1 to the Settlement Line Agreement which, among other things, extended the maturity date to September 28, 2026 and increased the aggregate available amount from $100 million to $125 million. As of December 31, 2025, borrowings against the Settlement Line amounted to $89 million which have been deposited in an account owned and controlled by Citizens. The deposit and borrowing have been netted on our Consolidated Balance Sheets because a right of offset exists and the parties intend to net settle.
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 billion of shares of our Class A common stock through December 31, 2026 (the “November 2025 Program”).
Current report — wording carried from elsewhere
During the year ended December 31, 2025, we repurchased 6,184,487 shares of Class A common stock for $453 million, including commissions paid, at an average price paid of $73.23 per share. As of December 31, 2025, $695 million remained available for stock repurchases under the November 2025 Program.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
(b)Consisted of fair value adjustments to contingent liabilities arising from acquisitions.
Previous report — wording carried elsewhere
(d)See Note 13 to the accompanying consolidated financial statements for more information on the TRA.
Previous report — wording carried elsewhere
As of December 31, 2024, the $690.0 million of 2025 Convertible Notes are classified as current on our balance sheet, as they will mature within 12 months. We intend to settle conversions for the Convertible Notes by paying in cash up to the principal amount of the Convertible Notes with any excess to be paid or delivered, as the case may be, in cash or shares of Class A common stock or a combination of both at our election, based on the conversion rate.
Previous report — wording carried elsewhere
In December 2020, Shift4 Payments, Inc. issued an aggregate principal amount of $690.0 million of 2025 Convertible Notes, to qualified institutional buyers in an offering exempt from registration under the Securities Act. We received net proceeds, after deducting initial purchasers’ discounts and estimated offering expenses, of approximately $673.6 million from the 2025 Convertible Notes Offering. The net proceeds of the 2025 Convertible Notes Offering, together with cash on hand, was used for general corporate purposes. The 2025 Convertible Notes do not bear regular interest, and the principal amount of the 2025 Convertible Notes does not accrete and will mature on December 15, 2025 unless earlier repurchased, redeemed or converted. The initial conversion rate is 12.4262 shares of Class A common stock per $1,000 principal amount of 2025 Convertible Notes (equivalent to an initial conversion price of approximately $80.48 per share of Class A common stock), subject to adjustment upon the occurrence of specified events. None of the specified events for the conversion of the 2025 Convertible Notes occurred as of December 31, 2024.