Shift4 Payments, Inc.

Previous wording

•“Continuing Equity Owners” refers collectively to Rook and Searchlight Capital Partners, L.P., a Delaware limited partnership, and certain of its affiliated funds, who may redeem at each of their options, in whole or in part from time to time, their LLC Interests for, at our election, cash or newly-issued shares of Shift4 Payments, Inc.’s Class A common stock.

Current wording

•“Continuing Equity Owners” refers collectively to Rook and Searchlight Capital Partners, L.P., a Delaware limited partnership, and certain of its affiliated funds.

Previous wording

•“Founder” refers to Jared Isaacman, our Executive Chairman, Founder and former Chief Executive Officer and the sole stockholder of Rook.

Current wording

•“Founder” refers to Jared Isaacman, our Founder, former Chief Executive Officer, former Executive Chairman, and the sole stockholder of Rook.

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 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.

Current wording

We are a leading independent provider of software and payment processing solutions in the U.S., as well as a global leader in tax-free shopping (“TFS”) as a result of the acquisition of Global Blue Group Holding AG (“Global Blue”) in the third quarter of 2025. We power billions of transactions annually for hundreds of thousands of businesses in virtually every industry. We achieved our leadership position through decades of solving business and operational challenges facing our customers’ overall commerce needs. Our merchants range in size from small owner-operated local businesses to multinational enterprises conducting commerce globally.

Previous wording

Gross revenue consists of payments-based revenue and subscription and other revenues:

Current wording

Gross revenue consists of payments-based revenue, TFS revenue, and subscription and other revenues:

Previous 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.

Current wording

Payments-based revenue includes fees for payment processing and related services, and gateway 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. 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

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, audit, tax, legal, and consulting services. These include professional services related to acquisitions.

Previous wording

Change in TRA liability represents adjustments to the Tax Receivable Agreement (“TRA”) liability.

Current wording

Change in TRA liability represents adjustments to the TRA liability.

Previous wording

•the noncontrolling interests in certain subsidiaries of Global Blue Group Holding AG; and

Current wording

•the noncontrolling interests in certain subsidiaries of Global Blue; and

Previous wording

We believe our performance depends, and will in the future depend, on many factors, including those described in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2024 Form 10-K, to which there have been no material changes, except that escalating geopolitical and global trade tensions, including changing government policies and the imposition of tariffs, are reasonably likely to have an impact on economic conditions and resulting consumer spending trends, as discussed in our 2024 Form 10-K.

Current wording

We believe our performance depends, and will in the future depend, on many factors, including those described in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2025 Form 10-K, to which there have been no material changes, except that geopolitical and global trade tensions, as well as military conflicts, have resulted in travel disruptions and have impacted economic conditions and resulting consumer spending trends.

Previous 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.

Current wording

(a)Depreciation and amortization expense includes depreciation of equipment under lease of $22 million and $16 million for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

Gross revenue increased by $267.7 million, or 29%. Gross revenue is comprised of payments-based revenue and subscription and other revenues.

Current wording

Gross revenue increased by $273 million, or 32%. Gross revenue is comprised of payments-based revenue, TFS revenue, and subscription and other revenue.

Previous wording

Payments-based revenue increased by $464.5 million, or 21%, compared to the prior year period, primarily due to:

Current wording

Payments-based revenue increased by $161 million, or 21%, primarily due to:

Previous 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.

Current wording

•The increase in volume of $11 billion, or 24%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, and;

Previous 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.

Current wording

Subscription and other revenue increased by $10 million, or 11%. The increase in subscription and other revenue was primarily driven by the impact of recent acquisitions.

Previous wording

The 8% increase in network fees was primarily due to the increase in payments-based revenue.

Current wording

The 19% increase in network fees was primarily due to the increase in payments-based revenue.

Previous 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.

Current wording

Gross revenue less network fees increased by $180 million, or 49%, primarily due to the impact of recent acquisitions, the increase in volume, and higher Subscription and other revenue. See Key Performance Indicators and Non-GAAP Measures for a discussion and reconciliation of gross revenue less network fees.

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 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 recent acquisitions, and increased depreciation of equipment under lease associated with our growth.

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, 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.

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, 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)The determination of gross profit is inclusive of depreciation of equipment under lease that is included in Depreciation and amortization expense in the Condensed Consolidated Statements of Operations. The table reflects the determination of gross profit for all periods presented. Although gross profit is not presented on the Condensed Consolidated Statements of Operations, it represents the most comparable metric calculated under U.S. GAAP to non-GAAP gross revenues less network fees.

Current wording

(a)The determination of gross profit is inclusive of depreciation of equipment under lease that is included in Depreciation and amortization expense in the unaudited Condensed Consolidated Statements of Operations. The table reflects the determination of gross profit for all periods presented. Although gross profit is not presented on the unaudited Condensed Consolidated Statements of Operations, it represents the most comparable metric calculated under U.S. GAAP to non-GAAP gross revenues less network fees.

Previous 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.

Current wording

(a)For the three months ended March 31, 2026, consisted of $17 million of restructuring and other costs and $6 million of acquisition-related costs. For the three months ended March 31, 2025, consisted of $14 million of acquisition-related costs and $13 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 18 to the accompanying condensed 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

(d)Consisted of equity-based compensation expense for RSUs and PRSUs, including employer taxes for vested RSUs and PRSUs. See Note 13 - Equity-based Compensation to the accompanying unaudited condensed 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 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.

Current wording

(e)For the three months ended March 31, 2026, consisted of $6 million of expenses related to non-routine matters, $3 million of expenses related to the non-routine upgrade of our IT systems, and $2 million of foreign exchange-related losses. For the three months ended March 31, 2025, consisted of $4 million of expenses related to the non-routine upgrade of our IT systems, $3 million of expenses related to non-routine matters, and $1 million of foreign exchange-related losses.

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 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.

Current wording

We have historically sourced our liquidity requirements primarily with cash flows from operations and, when needed, with debt or equity financing. The principal uses for liquidity have been acquisitions, capital expenditures, share repurchases and debt service. As of March 31, 2026, our cash and cash equivalents balance was $473 million. In addition, “Settlement assets” include $450 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 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.

Current wording

For the three months ended March 31, 2026, net cash provided by operating activities of $134 million was primarily a result of net income of $12 million, adjusted for non-cash depreciation and amortization of $135 million, equity-based compensation of $16 million, and provision for bad debts of $8 million, partially offset by deferred income taxes of $(32) million and an impact from working capital items of $(8) million.

Previous 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.

Current wording

For the three months ended March 31, 2025, net cash provided by operating activities of $96 million was primarily a result of net income of $20 million, adjusted for non-cash depreciation and amortization of $85 million, equity-based compensation of $26 million, provision for bad debts of $4 million and amortization of capitalized financing costs of $3 million, partially offset by deferred income taxes of $(18) million, revaluation of contingent liabilities of $(3) million and an impact from working capital items of $(18) million.

Previous 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.

Current wording

Net cash provided by (used in) investing activities includes cash paid for acquisitions, deposits made with our sponsor bank under our Settlement Line Credit Agreement(the “Settlement Line Agreement”), residual commission buyouts, purchases of property, plant and equipment, purchases of equipment to be leased, purchases of intangible assets, investments in securities, and capitalized software development costs.

Previous 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.

Current wording

Net cash provided by investing activities was $16 million for the three months ended March 31, 2026, an increase of $101 million compared to net cash used in investing activities of $85 million for the three months ended March 31, 2025. This increase was primarily the result of $185 million of settlement cash acquired from Bambora in March 2026 and a $16 million decrease in deposits made with our sponsor bank, partially offset by a $83 million increase in net cash paid for acquisitions (excluding settlement cash) and a $12 million increase in capitalized software development costs.

Previous 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.

Current wording

Net cash used in financing activities was $401 million for the three months ended March 31, 2026, an increase of $320 million compared to $81 million for the three months ended March 31, 2025. This increase was primarily due to a $232 million increase in payments for the repurchase of common stock, a $139 million increase in distributions to noncontrolling interests, a $16 million decrease in borrowings on the settlement line of credit and a $15 million increase in payments of preferred dividends, partially offset by a $73 million change in settlement activity.

Previous wording

As of September 30, 2025, we had $4,770.6 million total principal amount of debt outstanding, including $690.0 million of 2025 Convertible Notes, $632.5 million of 2027 Convertible Notes, $1,650.0 million of 2032 Senior Notes and $798.1 million of 2033 Euro Notes.

Current wording

As of March 31, 2026, we had $4,563 million total principal amount of debt outstanding, including $633 million of 2027 Convertible Notes, $1,650 million of 2032 Senior Notes, $1,283 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, 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

The Term Loan Facility is scheduled to mature on July 3, 2032, and the Revolving Credit Facility is scheduled to mature on September 5, 2029. As of September 30, 2025, there were no borrowings outstanding under the Revolving Credit Facility and borrowing capacity on the Revolving Credit Facility was $550.0 million.

Current wording

As of March 31, 2026, there were no borrowings outstanding under the Revolving Credit Facility, and the borrowing capacity on the Revolving Credit Facility was $550 million.

Previous wording

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 $100.0 million to $125.0 million. As of September 30, 2025, the Settlement Line was fully utilized. The borrowings against the Settlement Line have been deposited in an account owned and controlled by Citizens. The deposit and borrowing have been netted on our unaudited Condensed Consolidated Balance Sheets because a right of offset exists and the parties intend to net settle.

Current wording

The Company has a Settlement Line Agreement with an aggregate available amount of up to$125 million. As of March 31, 2026, borrowings against the Settlement Line amounted to $100 million which have been deposited in an account owned and controlled by Citizens. The deposit and borrowing have been netted on our unaudited Condensed Consolidated Balance Sheets because a right of offset exists and the parties intend to net settle.

Previous wording

We expect to be in compliance with all financial covenants for at least 12 months following the issuance of these unaudited condensed consolidated financial statements.

Current wording

We expect to be in compliance with all financial covenants for at least 12 months following the issuance of this Quarterly Report.

Previous wording

In May 2024, the Board authorized a stock repurchase program (the “May 2024 Program”), pursuant to which we are authorized to repurchase up to $500.0 million of shares of our Class A common stock through December 31, 2025. During the nine months ended September 30, 2025, we repurchased 1,834,895 shares of Class A common stock for $148.2 million, including commissions paid, at an average price paid of $80.72 per share under the May 2024 Program.

Current wording

In November 2025, the Board authorized a new stock repurchase program, replacing the prior program, pursuant to which we are authorized to repurchase up to $1.0 billion of shares of our Class A common stock through December 31, 2026. During the three months ended March 31, 2026, we repurchased 5,485,241 shares of Class A common stock for $295 million, including commissions, at an average price of $53.82 per share. As of March 31, 2026, $400 million remained available for stock repurchases.

Previous wording

We believe that our cash and cash equivalents and future cash flow from operations will be sufficient to fund our operating expenses and capital expenditure requirements for at least the next twelve months and into the foreseeable future based on our current operating plan. Our material cash requirements include the following contractual obligations:

Current wording

We believe that our cash and cash equivalents and future cash flow from operations will be sufficient to fund our operating expenses, interest payments, and capital expenditure requirements for at least the next twelve months and into the foreseeable future based on our current operating plan. Our material cash requirements include the following contractual obligations:

Previous wording

As of September 30, 2025, we had 10,000,000 shares of our Preferred Stock outstanding, with an aggregate liquidation preference of $1.0 billion. Dividends on the Preferred Stock are cumulative and accrue at an annual rate of 6.00% on the liquidation preference, payable quarterly in arrears, when and if declared by our Board. Subject to declaration, expected cash dividend payments on the preferred stock total$60.0 million over the next twelve months.

Current wording

As of March 31, 2026, we had 10,423,296 shares of our Preferred Stock outstanding, with an aggregate liquidation preference of approximately $1.0 billion. Dividends on the Preferred Stock are cumulative and accrue at an annual rate of 6.00% on the liquidation preference, payable quarterly in arrears, when and if declared by our Board. Subject to declaration, expected cash dividend payments on the preferred stock total$63 million over the next twelve months.

Previous wording

As of September 30, 2025, the fair value of contingent liabilities to potentially be paid out in cash was $21.6 million, with $15.3 million payable within twelve months. As of September 30, 2025, the maximum amount of contingent liabilities to potentially be paid out in cash was $40.6 million, with $21.6 million payable within twelve months.

Current wording

As of March 31, 2026, the fair value of contingent liabilities to potentially be paid out in cash was $13 million, with $9 million payable within twelve months. As of March 31, 2026, the maximum amount of contingent liabilities to potentially be paid out in cash was $22 million, with $13 million payable within twelve months.