Shift4 Payments, Inc.
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 6, 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-Q
Period ended 2026-03-31; filed 2026-05-07.
0001794669-26-000020
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsKey Performance Indicators and Non-GAAP MeasuresCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001794669-26-000045
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsKey Performance Indicators and Non-GAAP MeasuresThe 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 133 previous paragraphs and 151 current paragraphs.
97 unchanged; 25 reworded; 19 added; 11 removed; 0 previous and 10 current paragraphs rearranged.
Tables are not compared: 11 previous and 21 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 (19)
Current report
At Shift4, our mission is to power the experience economy by enabling businesses to deliver the moments that matter.
Current report
We are a leading independent provider of software, payment processing, tax-free shopping (“TFS”), and dynamic currency conversion services. You will find our technology in restaurants, hotels, stadiums, theme parks, luxury retailers and many other businesses who seek to deliver a world-class experience to their customers. In that capacity, we facilitate billions of transactions annually for hundreds of thousands of businesses in virtually every industry.
Current report
Pending Acquisition
Current report
In August 2026, we signed a definitive agreement to acquire 100% of an account-to-account payments company for an initial payment of approximately $143 million of cash. The terms and conditions also include contingent consideration of up to $173 million, resulting in an aggregate maximum consideration of approximately $316 million. The acquisition is expected to close in the second half of 2026, subject to customary regulatory approvals.
Current report
Payments-based revenue increased by $205 million, or 24%, primarily due to:
Current report
The decrease in interest income was primarily due to a decrease in our average interest-earning cash balance.
Current report
The effective tax rate for the three months ended June 30, 2026 was approximately 34%, compared to the effective tax rate for the three months ended June 30, 2025 of approximately 26%. The effective tax rate for the three months ended June 30, 2026 was different than the U.S. federal statutory income tax rate of 21% primarily due to the mix of income and valuation allowances in various jurisdictions.
Current report
The following table sets forth the consolidated statements of operations for the periods presented:
Current report
Results of Operations
Current report
Six months ended June 30, 2026 compared to six months ended June 30, 2025
Current report
Revenues (in millions of $USD)
Current report
Payments-based revenue increased by $366 million, or 23%, primarily due to:
Current report
•The increase in volume of $22 billion, or 23%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, and;
Current report
•our recent acquisitions.
Current report
Subscription and other revenue increased by $17 million, or 9%. The increase in subscription and other revenue was primarily driven by the impact of recent acquisitions as well as higher SaaS revenue associated with our technology solutions.
Current report
Cost of Sales
Current report
Operating Expenses
Current report
The increase in advertising and marketing expenses was primarily due to incremental brand awareness costs.
Current report
The decrease in interest income was primarily due to a decrease in our average interest-earning cash balance.
Removed paragraphs (11)
Previous report
At Shift4, our mission is to boldly redefine commerce by simplifying complex payments ecosystems across the world.
Previous report
Recent Developments
Previous report
Transaction Agreement
Previous report
On February 7, 2026, we entered into a Transaction Agreement with Shift4 Payments, LLC, our Founder, and Rook (the “Transaction Agreement”) to effect, among other things, the collapse of our former “Up-C” structure (the “Up-C Collapse”) via a taxable exchange, and the assignment and waiver of Rook’s rights under the tax receivable agreement (the “TRA”) amongst us, Rook and certain affiliates of Searchlight Capital Partners, L.P. (“Searchlight”) to us. The Simplification Transactions and other matters provided for in the Transaction Agreement provide significant benefits to us, including being relieved of material future TRA payments, no longer having a stockholder with majority voting power (“Elimination of Voting Control Benefit”) 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 (the “Stockholders Agreement Waiver”) (these and the other benefits to us arising from the Simplification Transactions (the “Company Benefits”)).
Previous 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
Previous report
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.
Previous 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 (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.
Previous report
Recent Acquisition
Previous report
Bambora
Previous report
On March 2, 2026, we completed the acquisition of Worldline’s North American subsidiaries (“Bambora”) for approximately $92 million in cash. Bambora serves over 140,000 merchants across the United States and Canada. Bambora’s gateway supports a mix of online and in-person payments across multiple specialized verticals.
Previous report
Payments-based revenue increased by $161 million, or 21%, primarily due to:
Reworded paragraphs (25)
Previous 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.
Current wording
We achieved our leadership position through decades of problem solving and constant technological evolution. Our merchants range in size from small owner-operated local businesses to multinational enterprises conducting commerce globally.
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 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.
Previous wording
•the noncontrolling interests in certain subsidiaries of Global Blue; and
Current wording
•the noncontrolling interests in certain subsidiaries of Global Blue Group Holding AG (“Global Blue”); and
Previous 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.
Current wording
(a)Depreciation and amortization expense includes depreciation of equipment under lease of$26 million and$17 million for the three months ended June 30, 2026 and 2025, respectively.
Previous wording
Gross revenue increased by $273 million, or 32%. Gross revenue is comprised of payments-based revenue, TFS revenue, and subscription and other revenue.
Current wording
Gross revenue increased by $329 million, or 34%. Gross revenue is comprised of payments-based revenue, TFS revenue, and subscription and other revenue.
Previous 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;
Current wording
•The increase in volume of $11 billion, or 22%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, and;
Previous wording
TFS revenue increased by $102 million. TFS revenue is the result of the acquisition of Global Blue in the third quarter of 2025.
Current wording
TFS revenue increased by $117 million. TFS revenue is the result of the acquisition of Global Blue in the third quarter of 2025.
Previous 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.
Current wording
Subscription and other revenue increased by $7 million, or 7%. The increasein subscription and other revenue was primarily driven by the impact of recent acquisitions.
Previous wording
The 19% increase in network fees was primarily due to the increase in payments-based revenue.
Current wording
The 21% increase in network fees was primarily due tothe increase in payments-based revenue.
Previous 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.
Current wording
Gross revenue less network fees increased by $211 million, or 51%, 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 income tax benefit for the three months ended March 31, 2026 was primarily due to a discrete tax benefit resulting from the Simplification Transactions. The income tax benefit for the three months ended March 31, 2025 relates primarily to the net income allocated to noncontrolling interests and the impact of certain legal entity restructurings.
Current wording
The effective tax rate for the six months ended June 30, 2026 was appr oximately (42)%, compared to the effective tax rate for the six months ended June 30, 2025 of approximately 10%. The income tax benefit for the six months ended June 30, 2026 was primarily due to a discrete tax benefit resulting from the Simplification Transactions andthe mix of income and valuation allowances in various jurisdictions.
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, 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, loss on extinguishment of debt, change 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 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.
Current wording
(a)For the three months ended June 30, 2026, consisted of $13 million of restructuring, integration and other costs and $2 million of acquisition-related professional costs. For the six months ended June 30, 2026, consisted of $30 million of restructuring, integration and other costs and $8 million of acquisition-related professional costs. For the three months ended June 30, 2025, consisted of$6 million of acquisition-related professional costs and$5 million of restructuring, integration and other costs. For the six months ended June 30, 2025, consisted of $20 million of acquisition-related professional costs and $18 million of restructuring, integration and other costs.
Previous 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.
Current wording
(e)For the three months ended June 30, 2026, consisted of $3 million of expenses related to non-routine matters and $1 million of expenses related to the non-routine upgrade of our IT systems, partially offset by $2 million of foreign exchange-related gains. For the six months ended June 30, 2026, consisted of $9 million of expenses related to non-routine matters and $4 million of expenses related to the non-routine upgrade of our IT systems. For the three months ended June 30, 2025, consisted of$7 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 six months ended June 30, 2025, consisted of$10 million of expenses related to non-routine matters,$6 million of expenses related to the non-routine upgrade of our IT systems, and$4 million of foreign exchange-related losses.
Previous 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.
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 June 30, 2026, our cash and cash equivalents balance was $356 million. In addition, “Settlement assets” include $405 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 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.
Current wording
For the six months ended June 30, 2026, net cash provided by operating activities of$197 million was primarily a result of net income of$36 million, adjusted for non-cash depreciation and amortization of$274 million, equity-based compensation of$47 million, and provision for bad debts of$13 million, partially offset by deferred income taxes of$(21) million and an impact from working capital items of$(152) million.
Previous 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.
Current wording
For the six months ended June 30, 2025, net cash provided by operating activities of $238 million was primarily a result of net income of $61 million, adjusted for non-cash depreciation and amortization of $173 million, equity-based compensation of $41 million, amortization of capitalized financing costs, net of premium accretion of $9 million, and provision for bad debts of $6 million, partially offset by deferred income taxes of $(21) million and an impact from working capital items of $(32) million.
Previous 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.
Current wording
Net cash 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 equipment to be leased, purchases of property and equipment, purchases of intangible assets, investments in securities, and capitalized software development costs.
Previous 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.
Current wording
Net cash used in investing activities was$89 million for the six months ended June 30, 2026, a decrease of $43 million compared to net cash used in investing activities of $132 million for the six months ended June 30, 2025. This decrease was primarily the result of$185 million of settlement cash acquired from Bambora in March 2026 and a$10 million decrease in deposits made with our sponsor bank, partially offset by a$110 million increase in net cash paid for acquisitions (excluding settlement cash), a$23 million increase in capitalized software development costs, and a$10 million increase in acquisitions of property and equipment.
Previous 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.
Current wording
Net cash used in financing activities was$518 million for the six months ended June 30, 2026, an increase of $2,144 million compared to net cash provided by financing activities of $1,626 million for the six months ended June 30, 2025. This increase was primarily due to $2.3 billion of gross proceeds received from debt and equity issuances in 2025, a$173 million increase in payments for the repurchase of common stock, a$122 million increase in distributions to noncontrolling interests, and a$31 million increase in preferred dividends paid, partially offset by the $450 million repayment of our 2026 Senior Notes in 2025 and a$42 million decrease in deferred financing costs.
Previous 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.
Current wording
As of June 30, 2026, we had $4,549 million total principal amount of debt outstanding, including $633 million of 2027 Convertible Notes, $1,650 million of 2032 Senior Notes, $1,271 million of 2033 Euro Notes, and $995 million of principal outstanding on the Term Loan Facility.
Previous 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.
Current wording
We have a Settlement Line Agreement with an aggregate available amount of up to $125 million. As of June 30, 2026, borrowings against the Settlement Line amounted to $106 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
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.
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 six months ended June 30, 2026, we repurchased 6,137,541 shares of Class A common stock for $320 million, including commissions, at an average price of $52.17 per share. As of June 30, 2026, $375 million remained available for stock repurchases.
Previous wording
As of March 31, 2026, we had $4,563 million of debt principal outstanding. After our recent financing activity, including the amendment to our Credit Facilities effective January 5, 2026, we had 1) $10 million of debt principal payable within twelve months, and 2) future interest payments, at current interest rates, associated with the outstanding debt totaled $1,619 million, with $255 million payable within twelve months.
Current wording
As of June 30, 2026, we had $4,549 million of debt principal outstanding, with $10 million payable within twelve months, and future interest payments, at current interest rates, associated with the outstanding debt totaled $1,556 million, with $242 million payable within twelve months.
Previous 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.
Current wording
As of June 30, 2026, we had 10,423,296 shares ofour 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.
Rearranged current paragraphs (10)
Current report — wording carried from elsewhere
Comparison of Results for the Six Months Ended June 30, 2026 and 2025
Current report — wording carried from elsewhere
(a)Depreciation and amortization expense includes depreciation of equipment under lease of$48 million and $33 million for the six months ended June 30, 2026 and 2025, respectively.
Current report — wording carried from elsewhere
Gross revenue increased by $602 million, or 33%. Gross revenue is comprised of payments-based revenue, TFS revenue, and subscription and other revenue.
Current report — wording carried from elsewhere
TFS revenue increased by $219 million. TFS revenue is the result of the acquisition of Global Blue in the third quarter of 2025.
Current report — wording carried from elsewhere
The 20% increase in network fees was primarily due tothe increase in payments-based revenue.
Current report — wording carried from elsewhere
Gross revenue less network fees increased by $391 million, or 50%, 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.
Current report — wording carried from elsewhere
The increasein other costs of sales was primarily driven by our recent acquisitions and incremental residual commissions associated with revenue growth.
Current report — wording carried from elsewhere
The increase in general and administrative expenses was primarily due to expenses associated with our growth, which includes the impact of our recent acquisitions.
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
The increase in interest expense was primarily due to new debt issuances in 2025 related to the acquisition of Global Blue.