Shift4 Payments, Inc.

The following table sets forth our key performance indicators and non-GAAP measures for the periods presented:

Volume

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.

Gross revenue less network fees, EBITDA and Adjusted EBITDA

We use supplemental measures of our performance which are derived from our consolidated financial information but which are not presented in our unaudited condensed consolidated financial statements prepared in accordance with GAAP. These non-GAAP financial measures include: gross revenue less network fees, which includes interchange and assessment fees; earnings before interest expense, interest income, income taxes, depreciation, and amortization (“EBITDA”); and Adjusted EBITDA.

Gross revenue less network fees represents a key performance metric that management uses to measure changes in the mix and value derived from our customer base as we continue to execute our strategy to expand our reach to serve larger, complex merchants.

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.

We use non-GAAP financial measures to supplement financial information presented on a GAAP basis. We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance from period to period and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period to period comparisons. There are limitations to the use of the non-GAAP financial measures presented in this Quarterly Report. Our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

The non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from, or as a substitute for, financial information prepared in accordance with GAAP, and should be read only in conjunction with financial information presented on a GAAP basis. Reconciliations of gross revenue less network fees, EBITDA and Adjusted EBITDA to its most directly comparable GAAP financial measure are presented below. We encourage you to review the reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future periods, we may exclude such items and may incur income and expenses similar to these excluded items.

Reconciliations of gross revenue less network fees, EBITDA and Adjusted EBITDA

The tables below provide reconciliations of gross profit to gross revenue less network fees and net income on a consolidated basis for the periods presented to EBITDA and Adjusted EBITDA.

Gross revenue less network fees:

(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.

EBITDA and Adjusted EBITDA:

(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.

(b)Consisted of fair value adjustments to contingent liabilities arising from acquisitions.

(c)See Note 16 - Income Taxes to the accompanying unaudited condensed consolidated financial statements for more information on the TRA.

(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.

(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.

Liquidity and Capital Resources

Overview

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.

While we intend to pay quarterly cash dividends on our 6.00% Series A Mandatory Convertible Preferred Stock (“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.

The following table sets forth summary cash flow information for the periods presented:

Operating activities

Net cash provided by operating activities consists of net income adjusted for certain non-cash items and changes in other assets and liabilities.

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.

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.

Investing activities

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.

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.

Financing activities

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.

Settlement assets includes both cash and receivables from card networks. From period to period, the mix of cash and receivables included in Settlement assets may change, driving increases or decreases in financing cash flow.

Debt

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.

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.

Credit Facilities

As of June 30, 2026, there were no borrowings outstanding under the Revolving Credit Facility, and the borrowing capacity on the Revolving Credit Facility was $550 million.

Settlement Line Agreement

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.

Covenants

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

Stock repurchases

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.

Cash Requirements

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:

Debt

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.

Preferred Stock Obligations

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.

Contingent Liabilities

As of June 30, 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 June 30, 2026, the maximum amount of contingent liabilities to potentially be paid out in cash was $22 million, with $13 million payable within twelve months.

Critical Accounting Estimates

Our discussion and analysis of our historical financial condition and results of operations for the periods described is based on our audited consolidated financial statements, and our accompanying unaudited condensed consolidated financial statements, each of which have been prepared in accordance with U.S. GAAP. The preparation of these historical financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments in certain circumstances that affect the reported amounts of assets, liabilities and contingencies as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. We evaluate our assumptions and estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP and does not require management’s judgment in its application, while in other cases, significant judgment is required in selecting among available alternative accounting standards that allow different accounting treatment for similar transactions. We consider these policies requiring significant management judgment to be critical accounting policies, which are:

•Revenue recognition;

•Business combinations and the valuation of acquired assets and liabilities;

•Impairment assessments; and

•Income taxes.

There have been no material changes to our critical accounting estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.