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What changed in Shift4 Payments, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Shift4 Payments, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+607 added−449 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-19)

Top changes in Shift4 Payments, Inc.'s 2025 10-K

607 paragraphs added · 449 removed · 298 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

61 edited+59 added−37 removed78 unchanged
Biggest changeThe address of the SEC’s website is www.sec.gov . 14 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS The following table provides information regarding our executive officers and members of our board of directors (the “Board”) as of the date of this Annual Report: Name Age Position(s) Jared Isaacman 42 Founder, Chief Executive Officer and Chairman Nancy Disman 54 Chief Financial Officer Jordan Frankel 42 Secretary, General Counsel and Executive Vice President, Legal, Risk and Compliance Taylor Lauber 41 President Donald Isaacman 78 Director Christopher Cruz 40 Director Karen Roter Davis 52 Director Sarah Goldsmith-Grover 60 Director Jonathan Halkyard 60 Director Sam Bakhshandehpour 49 Director Executive Officers and Directors Jared Isaacman has served as Shift4 Payments, Inc.’s Chief Executive Officer and the Chairman of the Board since its formation, and is the Founder of Shift4 Payments, LLC, as well as serving as the Chief Executive Officer of Shift4 Payments, LLC since its founding in 1999.
Biggest changeINFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS The following table provides information regarding our executive officers and members of our board of directors (the “Board”) as of the date of this Annual Report: Name Age Position(s) Taylor Lauber 42 Chief Executive Officer and Chairman of the Board Christopher Cruz 41 Chief Financial Officer Jordan Frankel 43 Chief Legal Officer Sam Bakhshandehpour 50 Director Seth Dallaire 55 Director Karen Roter Davis 53 Director Nancy Disman 55 Director Sarah Goldsmith-Grover 61 Director Jonathan Halkyard 61 Director 16 Table of Contents Executive Officers and Directors Taylor Lauber has served as Shift4 Payments, Inc.’s Chief Executive Officer since June 2025 and Chairman of the Board since December 2025.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at www.investors.shift4.com as soon as reasonably practicable after they are electronically filed with or furnished to the SEC.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at investors.shift4.com as soon as reasonably practicable after they are electronically filed with or furnished to the SEC.
Our revenue is predominantly recurring due to the nature of our business model. The majority of our revenue is derived from processing fees, which are charged either as a percentage of end-to-end payment volume and/or as a fee per transaction. Additionally, we generate subscription revenue from licensing our POS software, business intelligence tools, payment device management, and other technology solutions.
Our revenue is predominantly recurring due to the nature of our business model. The majority of our revenue is derived from processing fees, which are charged either as a percentage of volume and/or as a fee per transaction. Additionally, we generate subscription revenue from licensing our POS software, business intelligence tools, payment device management, and other technology solutions.
Our SkyTab Venue solutions include mobile ordering, countertop POS, self-service kiosk, and digital wallet to facilitate food and beverage, merchandise, and loyalty all within a white-labeled technology application that is fully integrated with our secure end-to-end payment processing platform. • Lighthouse – Our cloud-based suite of business intelligence tools includes customer engagement, social media management, online reputation management, scheduling and product pricing, as well as extensive reporting and analytics. • The Giving Block – Our cryptocurrency donation marketplace allows donors to easily gift a variety of cryptocurrencies to over 2,000 charities. • Shift4Shop – Our turnkey eCommerce platform provides everything a merchant needs to build their business online.
Our SkyTab Venue solutions include mobile ordering, countertop POS, self-service kiosk, and digital wallet to facilitate food and beverage, merchandise, and loyalty all within a white-labeled technology application that is fully integrated with our secure end-to-end payment processing platform. • Lighthouse – Our cloud-based suite of business intelligence tools includes customer engagement, social media management, online reputation management, scheduling and product pricing, as well as extensive reporting and analytics. • The Giving Block – Our cryptocurrency donation marketplace allows donors to easily gift a variety of cryptocurrencies to approximately 2,400 charities. • Shift4Shop – Our turnkey eCommerce platform provides everything a merchant needs to build their business online.
Davis spent over a decade in executive leadership at Alphabet from 2003 to 2008 and from 2016 to 2022, overseeing Google’s internal operations for its groundbreaking IPO and driving growth of some of the company’s most successful new businesses, most recently as a Director at X (formerly Google X).
Davis spent over a decade in senior leadership at Alphabet from 2003 to 2008 and from 2016 to 2022, overseeing Google’s internal operations for its groundbreaking IPO and driving growth of some of the company’s most successful new businesses, most recently as a Director at X (formerly Google X).
Growth Strategy Our recent growth has been fueled by a combination of focused strategic initiatives: Expanding End-to-End Payment Volume – We aim to accelerate growth by increasing the payment volume processed through our integrated platform across diverse verticals, including restaurants, hospitality, venues, specialty retail, and e-commerce.
Growth Strategy Our recent growth has been fueled by a combination of focused strategic initiatives: Expanding Volume – We aim to accelerate growth by increasing the volume processed through our integrated platform across diverse verticals, including restaurants, hospitality, venues, specialty retail, and e-commerce.
Lauber has passed the Series 7 General Securities Representative Exam, Series 66 Uniform Combined State Law Exam and Series 27 Financial and Operations Principal Exam, all administered by the Financial Industry Regulatory Authority, Inc. He holds a Bachelor of Economics and Finance from Bentley College.
Lauber has passed the Series 7 General Securities Representative Exam, Series 66 Uniform Combined State Law Exam and Series 27 Financial and Operations Principal Exam, all administered by the Financial Industry Regulatory Authority, Inc. He holds a Bachelor of Economics and Finance from Bentley College. Christopher N.
Solving the complexity inherent to a growing business requires a specialized approach that combines a seamless customer experience with a secure, reliable and robust suite of payments and technology offerings. 6 Table of Contents To achieve this mission, we strategically built our Shift4 Model on a three pillar foundation: (i) payments platform ; (ii) technology solutions ; and (iii) sales and distribution .
Solving the complexity inherent to a growing business requires a specialized approach that combines a seamless customer experience with a secure, reliable and robust suite of payments and technology offerings. To achieve this mission, we strategically built our Shift4 Model on a three pillar foundation: (i) payments platform ; (ii) technology solutions ; and (iii) sales and distribution .
The CFPB may also have authority over us as a provider of services to regulated financial institutions in connection with consumer financial products. 10 Table of Contents Separately, the Dodd-Frank Act directed the Federal Reserve to regulate debit interchange transaction fees that a card issuer or payment network receives or charges for an electronic debit transaction.
The CFPB may also have authority over us as a provider of services to regulated financial institutions in connection with consumer financial products. Separately, the Dodd-Frank Act directed the Federal Reserve to regulate debit interchange transaction fees that a card issuer or payment network receives or charges for an electronic debit transaction.
Our partners are typically able to board even the largest and most complex merchants within 24 hours of submitting an application. • Merchant training – We provide a full curriculum of training materials to our merchants via a dedicated training department and content delivery platform. 8 Table of Contents • Merchant risk management – Our risk management operations are designed to monitor merchant accounts on an on-going basis.
Our partners are typically able to board even the largest and most complex merchants within 24 hours of submitting an application. • Merchant training – We provide a full curriculum of training materials to our merchants via a dedicated training department and content delivery platform. • Merchant risk management – Our risk management operations are designed to monitor merchant accounts on an on-going basis.
Cruz previously served on the boards of Sightline Payments from December 2020 to February 2025, Flowbird Group from February 2022 to January 2025, and M&M Food Market from July 2014 to February 2022. He holds a Bachelor of Arts in Honors Business Administration from the Richard Ivey School of Business at the University of Western Ontario. We believe Mr.
Cruz previously served on the boards of Sightline Payments from December 2020 to February 2025, Flowbird Group from February 2022 to January 2025, and M&M Food Market from July 2014 to February 2022. He holds a Bachelor of Arts in Honors Business Administration from the Richard Ivey School of Business at the University of Western Ontario.
Disman has also served as a member of the Audit Committee of the Board of Managers of West Technology Group LLC since August 2022. She holds a Bachelor of Science in Business Administration and Accounting from the State University of New York at Albany and is a Certified Public Accountant in the State of New York.
Ms. Disman has also served as a member of the Audit Committee of the Board of Managers of West Technology Group LLC since August 2022. She holds a Bachelor of Science in Business Administration and Accounting from the State University of New York at Albany and is a Certified Public Accountant in the State of New York. We believe Ms.
We continue to innovate and evolve our payments offering as new technology and payment methods are adopted by consumers. Through our proprietary gateway, our payments platform is integrated with over 550 software suites including some of the largest and most recognized software providers in the world.
We continue to innovate and evolve our payments offering as new technology and payment methods are adopted by consumers. Through our proprietary gateway, our payments platform is integrated with hundreds of software suites including some of the largest and most recognized software providers in the world.
Our distribution approach and commitment to our internal sales team and software partners are key to our go-to-market strategy. • Independent software vendors – Our solutions are connected into over 550 integrations with market-leading software providers, including some of the largest and most recognizable technology companies in the world.
Our distribution approach and commitment to our internal sales team and software partners are key to our go-to-market strategy. • Independent software vendors – Our solutions are connected into hundreds of integrations with market-leading software providers, including some of the largest and most recognizable technology companies in the world.
For certain services and solutions, including end-to-end payments, we compete with non-integrated payment processors (such as Chase Paymentech, Elavon, Worldpay, Fiserv and Global Payments) and integrated payment providers (such as Adyen, Lightspeed, Shopify, Square and Toast). For our hospitality gateway offering, we compete primarily with Elavon and FreedomPay.
For certain services and solutions, including end-to-end payments, we compete with non-integrated payment processors (such as Chase Paymentech, Elavon, Worldpay, Fiserv and Global Payments) and integrated payment providers (such as Adyen, Lightspeed, Shopify, Square and Toast). For our hospitality gateway offering, we compete with Elavon and FreedomPay, among others.
Halkyard has also served as a member of the board of directors of Dave & Buster’s Entertainment, Inc., a restaurant and entertainment business, since September 2011, including as the chair of its nominating and governance committee and member of its finance committee since June 2016, and as a member of its audit committee since September 2013.
Halkyard has also served as a member of the board of directors of Dave & Buster’s Entertainment, Inc., a restaurant and entertainment business, since September 2011 until June 2021, including as the chair of its nominating and governance committee and member of its finance committee since June 2016, and as a member of its audit committee since September 2013. Mr.
From 2012 to 2015, Mr. Bakhshandehpour served as President, Chief Executive Officer and Board Member of SBE Entertainment, a Colony Capital portfolio company, where he was responsible for SBE Entertainment’s global operations across the hotel, restaurant and entertainment divisions. Since October 2023, Mr. Bakhshandehpour has served as a member on the advisory board of Fiserv, Inc., a financial services company.
Bakhshandehpour served as President, Chief Executive Officer and Board Member of SBE Entertainment, a Colony Capital portfolio company, where he was responsible for SBE Entertainment’s global operations across the hotel, restaurant and entertainment divisions. Since October 2023, Mr. Bakhshandehpour has served as a member on the advisory board of Fiserv, Inc., a financial services company. Mr.
This unique solution is relevant for merchants ranging from small and midsize businesses (“SMB”) to large enterprises and across numerous industry verticals. • SkyTab Venue ( formerly known as VenueNext) – O ur mobile-first technology solution provides stadium, theme park and entertainment venues with a frictionless commerce experience.
This unique solution is relevant for merchants ranging from small and midsize businesses (“SMB”) to large enterprises and across numerous industry verticals. • SkyTab Venue – O ur mobile-first technology solution provides stadium, theme park and entertainment venues with a frictionless commerce experience.
In addition to converting gateway customers to full end-to-end processing, we leverage over 550 unique software integrations to share data with merchants’ product suites and enhance the customer experience. We plan to continue expanding our proprietary software integrations, which we believe provides a competitive advantage in attracting and retaining merchants.
In addition to converting gateway customers to full end-to-end processing, we leverage hundreds of unique software integrations to share data with merchants’ product suites and enhance the customer experience. We plan to continue expanding our proprietary software integrations, which we believe provides a competitive advantage in attracting and retaining merchants.
In addition, our underwriting strategy offers expedited activation to merchants with a low risk profile, which enhances their customer experience. • Merchant onboarding and activation – A business owner can enroll for a merchant account within minutes via our online portal.
In addition, our underwriting strategy offers expedited activation to merchants with a low risk profile, which enhances their customer experience. 8 Table of Contents • Merchant onboarding and activation – A business owner can enroll for a merchant account within minutes via our online portal.
Operations and Support Services Our operations infrastructure is designed to deliver high-quality experiences to our customers and to drive efficiencies throughout the entire payment ecosystem. We leverage our over 30 years of operating history in the hospitality sector, as well as our enterprise domain expertise, to ensure our obligations to our customers are maintained and fulfilled effectively.
Operations and Support Services Our operations infrastructure is designed to deliver high-quality experiences to our customers and to drive efficiencies throughout the entire payment ecosystem. We leverage our vast history in the hospitality sector, as well as our enterprise domain expertise, to ensure our obligations to our customers are maintained and fulfilled effectively.
Our merchant base is diversified, with no single merchant accounting for more than 3% of our revenue in recent years. Our Shift4 Model Our mission is to enable commerce.
Our merchant base is diversified, with no single merchant accounting for more than 3% of our total revenue in recent years. 6 Table of Contents Our Shift4 Model Our mission is to enable commerce.
Grover is qualified to serve on our Board due to her experience and insight acquired from leading companies in the restaurant and consumer industries. 16 Table of Contents Jonathan Halkyard has served as a member of the Board since June 2020. Mr. Halkyard has served as the Chief Financial Officer of MGM Resorts International since January 2021.
Grover is qualified to serve on our Board due to her experience and insight acquired from leading companies in the restaurant and consumer industries. Jonathan Halkyard has served as a member of the Board since June 2020. Mr. Halkyard has served as the Chief Financial Officer of MGM Resorts International since January 2021. From September 2013 to November 2019, Mr.
Global Expansion – We are actively extending our footprint into international markets. In 2023, we acquired Credorax, Inc., operating as Finaro, which specializes in integrated acquiring and payment processing services for merchants in Europe and the United Kingdom. Finaro has provided the global infrastructure and technology to support our international expansion.
In 2023, we acquired Credorax, Inc., operating as Finaro, which specializes in integrated acquiring and payment processing services for merchants in Europe and the United Kingdom. Finaro has provided the global infrastructure and technology to support our international expansion.
Our network of VARs provide a consistent and extensive source of new merchant acquisition, with no single VAR accounting for more than 3% of our volume for the year ended December 31, 2024. Our compelling value proposition enables our partners to extend attractive pricing arrangements to our merchants.
Our network of VARs provide a consistent and extensive source of new merchant acquisition, with no single VAR accounting for more than 2% of our revenue for the year ended December 31, 2025. Our compelling value proposition enables our partners to extend attractive arrangements to our merchants.
Our UK Authorised Payment Institution is directly subject to UK anti-money laundering laws and regulations. We are also subject to anti-corruption laws and regulations, including the U.S.
Our UK Authorised Payment Institution is directly subject to UK anti-money laundering laws and regulations. Our Italian Payment Institution is also subject to similar requirements under Italian regulation. We are also subject to anti-corruption laws and regulations, including the U.S.
Bakhshandehpour is qualified to serve on our Board due to his experience in leading companies in the finance and hospitality industries and his knowledge of the board and corporate governance practices of other organizations.
Halkyard is qualified to serve on our board of directors due to his experience in leading companies in the finance and hospitality industries and his knowledge of the board and corporate governance practices of other organizations. 18 Table of Contents
From September 2013 to November 2019, Mr. Halkyard held various senior management positions at Extended Stay America, Inc., an integrated hotel owner and operator, including Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. Mr.
Halkyard held various senior management positions at Extended Stay America, Inc., an integrated hotel owner and operator, including Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. Mr.
(“TSYS”), a global provider of payment solutions, and from June 2014 to March 2016, Ms. Disman was the Chief Financial Officer of TransFirst, a merchant account provider in the credit card processing industry, prior to its acquisition by TSYS. Ms.
Disman served as the Chief Financial Officer and Chief Administrative Officer of the Merchant Acquiring Segment of Total System Services, Inc. (“TSYS”), a global provider of payment solutions, and from June 2014 to March 2016, Ms. Disman was the Chief Financial Officer of TransFirst, a merchant account provider in the credit card processing industry, prior to its acquisition by TSYS.
Our sponsor financial institutions have substantial discretion in approving certain aspects of our business practices, including the terms of our agreements with our Automated Clearing House processing clients. 11 Table of Contents Privacy and information security regulations We, our partners and certain of our merchants provide services that may be subject to various state, federal, and foreign privacy laws and regulations, including, among others, the Financial Services Modernization Act of 1999, which we refer to as the Gramm-Leach-Bliley Act (“GLBA”), the EU General Data Protection Regulation 2016/679 (“EU GDPR”), the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (the “CCPA”), the United Kingdom General Data Protection Regulation and Data Protection Act 2018 (collectively, the “UK GDPR”), the Personal Information Protection and Electronic Documents Act in Canada and Israeli privacy laws, in particular in relation to our European business.
Privacy and information security regulations We, our partners and certain of our merchants provide services that may be subject to various state, federal, and foreign privacy laws and regulations, including, among others, the Financial Services Modernization Act of 1999, which we refer to as the Gramm-Leach-Bliley Act (“GLBA”), the EU General Data Protection Regulation 2016/679 (“EU GDPR”), the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (the “CCPA”), the United Kingdom General Data Protection Regulation and Data Protection Act 2018 (collectively, the “UK GDPR”), the Personal Information Protection and Electronic Documents Act in Canada and Israeli privacy laws, in particular in relation to our European business.
We have policies, procedures, systems, and controls designed to promote compliance with such laws and regulations. 12 Table of Contents We are also subject to economic and trade sanctions programs that are administered by the Department of Treasury’s Office of Foreign Assets Control (“OFAC”), which prohibit or restrict transactions to or from, or dealings with, specified countries, their governments, and in certain circumstances, their nationals, and with individuals and entities that are specially-designated nationals of those countries, narcotics traffickers, and terrorists or terrorist organizations.
We are also subject to economic and trade sanctions programs that are administered by the Department of Treasury’s Office of Foreign Assets Control (“OFAC”), which prohibit or restrict transactions to or from, or dealings with, specified countries, their governments, and in certain circumstances, their nationals, and with individuals and entities that are specially-designated nationals of those countries, narcotics traffickers, and terrorists or terrorist organizations.
Among other things, Title X of the Dodd-Frank Act established the Consumer Financial Protection Bureau (“CFPB”) to regulate consumer financial products and services (including some offered by our partners).
The Dodd-Frank Act has resulted in significant structural and other changes to the regulation of the financial services industry. Among other things, Title X of the Dodd-Frank Act established the Consumer Financial Protection Bureau (“CFPB”) to regulate consumer financial products and services (including some offered by our partners).
Foreign Corrupt Practices Act (“FCPA”), which prohibits improper payments to foreign government officials and requires accurate books and records and a system of internal accounting controls, and the similar laws of other jurisdictions where we conduct business.
Foreign Corrupt Practices Act (“FCPA”), which prohibits improper payments to foreign government officials and requires accurate books and records and a system of internal accounting controls, and the similar laws of other jurisdictions where we conduct business. We have policies, procedures, systems, and controls designed to promote compliance with such laws and regulations.
ITEM 1. BUSINESS Our Company At Shift4, our mission is to boldly redefine commerce by simplifying complex payments ecosystems across the world. We are a leading independent provider of software and payment processing solutions in the United States (“U.S.”) based on total volume of payments processed.
ITEM 1. BUSINESS Our Company At Shift4, our mission is to boldly redefine commerce by simplifying complex payments ecosystems across the world. We are a leading independent provider of software and payment processing solutions in the U.S. and we are expanding our payment processing solutions to international markets.
Lauber also spent from 2005 to 2010 at Merrill Lynch as a Financial Advisor, where he advised numerous Fortune 500 companies and their executives on capital markets transactions. Mr.
Prior to joining Shift4, from 2010 to 2018, he served as a Principal at The Blackstone Group, L.P. Mr. Lauber also spent from 2005 to 2010 at Merrill Lynch as a Financial Advisor, where he advised numerous Fortune 500 companies and their executives on capital markets transactions. Mr.
Grover has been recognized as a Marketing 50 by Advertising Age, and in 2020 named one of the top 25 casual dining restaurant executives. Ms. Grover is on the board of ChowNow, the UCLA Annual Restaurant Conference and the non-profit, Support + Feed. She holds a Bachelor of Arts in Communications from DePauw University. We believe Ms.
Grover was named to Advertising Age’s Marketing 50, and was recognized in 2020 as one of the Top 25 Executives in Casual Dining. She currently serves on the boards of ChowNow, Black Rock Coffee Bar, the UCLA Annual Restaurant Conference and the non-profit, Support + Feed. She holds a Bachelor of Arts in Communications from DePauw University. We believe Ms.
Davis is qualified to serve on our Board due to her two decades of experience in the technology industry and her various senior leadership and advisory roles spanning startups to global corporations. Sarah Goldsmith-Grover has served as a member of the Board since June 2020 and from April 2021 to May 2021 served as our Interim Chief Marketing Officer. Ms.
Davis is qualified to serve on our Board due to her two decades of experience in the technology industry and her various senior leadership and advisory roles spanning startups to global corporations. Nancy Disman has served as a member of the Board from June 2020 to August 2022, and since September 2025. Ms.
The CFPB has enforcement authority to prevent an entity that offers or provides consumer financial services or products or a service provider from committing or engaging in UDAAPs, including the ability to engage in joint investigations with other agencies, issue subpoenas and civil investigative demands, conduct hearings and adjudication proceedings, commence a civil action, grant relief (e.g., limit activities or functions; rescission of contracts), and refer matters for criminal proceedings.
The CFPB has enforcement authority to prevent an entity that offers or provides consumer financial services or products or a service provider from committing or engaging in UDAAPs, including the ability to engage in joint investigations with other agencies, issue subpoenas and civil investigative demands, conduct hearings and adjudication proceedings, commence a civil action, grant relief (e.g., limit activities or functions; rescission of contracts), and refer matters for criminal proceedings. 12 Table of Contents Other jurisdictions in which we, our partners and our merchants operate also impose similar legal and regulatory requirements relating to unfair trade practices, in particular in the context of business-to-consumer (“B2C”) relationships.
Additionally, the SEC maintains a website that contains reports, proxy and information statements, and other information.
Additionally, the SEC maintains a website that contains reports, proxy and information statements, and other information. The address of the SEC’s website is www.sec.gov .
He holds a Bachelor of Arts in Economics from Colgate University and a Master’s in Business Administration from Harvard Business School. We believe Mr. Halkyard is qualified to serve on our board of directors due to his experience in leading companies in the finance and hospitality industries and his knowledge of the board and corporate governance practices of other organizations.
Bakhshandehpour holds a Bachelor of Science degree in Business Administration from Georgetown University’s McDonough School of Business. We believe Mr. Bakhshandehpour is qualified to serve on our Board due to his experience in leading companies in the finance and hospitality industries and his knowledge of the board and corporate governance practices of other organizations.
From November 2017 to August 2022, Ms. Disman was the Chief Financial Officer and Chief Administrative Officer of Intrado Corporation, a provider of cloud-based technology. From April 2016 to March 2017, Ms. Disman served as the Chief Financial Officer and Chief Administrative Officer of the Merchant Acquiring Segment of Total System Services, Inc.
Disman previously served as Shift4 Payments, Inc.’s Chief Financial Officer between August 2022 and September 2025. From November 2017 to August 2022, Ms. Disman was the Chief Financial Officer and Chief Administrative Officer of Intrado Corporation, a provider of cloud-based technology. From April 2016 to March 2017, Ms.
Unfair trade practice regulations We, our partners and certain of our merchants are subject to various federal, state, and international laws prohibiting unfair or deceptive trade practices, such as Section 5 of the Federal Trade Commission Act and the prohibition against unfair, deceptive, or abusive acts or practices (“UDAAPs”) under the Dodd-Frank Act, and prohibiting misrepresentations and other activities related to telemarketing, such as the Telemarketing Sales Act.
In the U.S., Section 5 of the Federal Trade Commission Act and the prohibition against unfair, deceptive, or abusive acts or practices (“UDAAPs”) under the Dodd-Frank Act, and prohibiting misrepresentations and other activities related to telemarketing, such as the Telemarketing Sales Act.
Other factors influencing our quarterly seasonality include the timing of specific holidays in a given year, the number of business days in a quarter, and the proportion of our volume derived from various merchant businesses.
Other factors influencing our quarterly seasonality include the timing of specific holidays in a given year, the number of business days in a quarter, and the proportion of our volume derived from various merchant businesses. Historically, the TFS business experiences seasonality, with the summer months typically being a high season of travel, resulting in increased working capital needs.
Marketplace also includes a variety of functional applications including loyalty and inventory management. Sales and Distribution Our payments platform and technology solutions are delivered to our merchants through our distribution network. Today, our network includes thousands of partners and regional internal sales and support hubs, allowing us to provide the support that many merchants demand.
We intend to continue to innovate to bring leading products and solutions to the market. Sales and Distribution Our payments platform and technology solutions are delivered to our merchants through our distribution network. Today, our network includes thousands of partners and regional internal sales and support hubs, allowing us to provide the support that many merchants demand.
Jordan Frankel has served as Shift4 Payments, Inc.’s Secretary and General Counsel since its formation, and as General Counsel and Executive Vice President, Legal, Risk and Compliance since 2014. From 2011 to 2019, Mr. Frankel also served as a member of the board of directors of Draken International, a provider of contract air services.
Jordan Frankel has served as Shift4 Payments, Inc.’s Chief Legal Officer since August 2025 and previously served as Secretary and General Counsel since its formation, and as General Counsel and Executive Vice President, Legal, Risk and Compliance since 2014 to August 2025. From 2011 to 2019, Mr.
Failure to be PCI-compliant or to meet other payment card standards may result in the imposition of financial penalties or the allocation by the card brands of the costs of fraudulent charges to us.
Failure to be PCI-compliant or to meet other payment card standards may result in the imposition of financial penalties or the allocation by the card brands of the costs of fraudulent charges to us. 11 Table of Contents Card associations and payment networks and their member financial institutions regularly update and generally expand security expectations and requirements related to the security of cardholder data and environments.
Government Regulation Various aspects of our business and service areas are subject to U.S. federal, state, and local regulation, as well as regulation outside the U.S. (in particular, European Union (“EU”) and United Kingdom (“UK”) regulation). As we continue to expand our business globally, we will become subject to more government regulation in new markets.
(in particular, European Union (“EU”) and United Kingdom (“UK”) regulation). As we continue to expand our business globally, we will become subject to more government regulation in new markets. Certain of our services also are subject to rules promulgated by various card networks and other authorities, as more fully described below.
Cruz was in the leveraged finance and restructuring group at UBS Investment Bank, from 2006 to 2008. Mr. Cruz also serves on the board of Neon NewCo Corp. (an entity funding the pending acquisition of Netspend Corp.) as of August 2022. Mr.
Cruz served on the investment team at Oaktree Capital Management, a global alternative investment management firm. Prior to that, Mr. Cruz was in the leveraged finance and restructuring group at UBS Investment Bank, from 2006 to 2008. Mr. Cruz also serves on the board of Neon Aggregator LP (parent of Ouro Global, Inc.) as of August 2022. Mr.
From 2014 to September 2022, Mr. Bakhshandehpour served as a member of the board of directors of the New Home Company, a homebuilder focused on the design, construction and sale of homes in major metropolitan areas. Mr. Bakhshandehpour holds a Bachelor of Science degree in Business Administration from Georgetown University’s McDonough School of Business. We believe Mr.
Bakhshandehpour is also a member of Boutique & Luxury Lodging Association (BLLA)’s 2025 Advisory Board and Food & Beverage Committee. From 2014 to September 2021, Mr. Bakhshandehpour served as a member of the board of directors of the New Home Company, a homebuilder focused on the design, construction and sale of homes in major metropolitan areas. Mr.
Our scale enables us to offer new merchants free hardware and other financial incentives, easing their transition from current providers. Technology and Product Innovation – We continuously evolve our product offerings, such as SkyTab and advanced business intelligence tools, to address the changing needs of our merchants and empower them to grow their businesses, which increases end-to-end payment volume.
Technology and Product Innovation – We continuously evolve our product offerings, such as SkyTab and advanced business intelligence tools, to address the changing needs of our merchants and empower them to grow their businesses, which increases volume. 9 Table of Contents Global Expansion – We are actively extending our footprint into international markets.
We believe these initiatives combine organic growth, technological innovation, and strategic expansion to best position us for success. Competition We compete in a highly competitive market with a range of providers, many of whom may provide a component of our offering, but do not provide an integrated offering capable of solving complex business challenges for software partners and merchants.
Some of our recent acquisitions have directly supported our global expansion efforts. We believe these initiatives combine organic growth, technological innovation, and strategic expansion to best position us for success. Competition We compete in a highly competitive industry with a range of providers.
Whitman School of Management and a Juris Doctor and Master’s in Business Administration from Quinnipiac University’s School of Law and Quinnipiac University Lender School of Business, respectively. 15 Table of Contents Taylor Lauber has served as Shift4 Payments, Inc.’s President since February 2022 and served as Chief Strategy Officer from its formation to 2024.
Whitman School of Management and a Juris Doctor and Master’s in Business Administration from the Quinnipiac University’s School of Law and Quinnipiac University Lender School of Business, respectively. Sam Bakhshandehpour has served as a member of the Board since October 2022. Since February 2026, Mr. Bakhshandehpour has served as the President of Local Merchants for Bilt Technologies, Inc.
Cruz is qualified to serve on our Board due to his extensive experience in finance and capital markets and his knowledge of our business in particular, gained through his prior services as a member of Shift4 Payments, LLC’s board of managers. Karen Roter Davis has served as a member of the Board since August 2021. Ms.
Dallaire is qualified to serve on our Board of Directors due to his extensive experience in leadership positions and insight acquired from working in global corporations. 17 Table of Contents Karen Roter Davis has served as a member of the Board since August 2021. Ms.
We are subject to audit by our partner financial institutions for compliance with the rules and guidelines.
We are subject to audit by our partner financial institutions for compliance with the rules and guidelines. Our sponsor financial institutions have substantial discretion in approving certain aspects of our business practices, including the terms of our agreements with our Automated Clearing House processing.
He holds a Bachelor of Finance and Marketing from Syracuse University’s Martin J.
Frankel also served as a member of the board of directors of Draken International, a provider of contract air services. He holds a Bachelor of Finance and Marketing from the Syracuse University’s Martin J.
The Dodd-Frank Act In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“the Dodd-Frank Act”) was signed into law in the U.S. The Dodd-Frank Act has resulted in significant structural and other changes to the regulation of the financial services industry.
These descriptions are not exhaustive, and these laws, regulations and rules frequently change and are increasing in number. 10 Table of Contents The Dodd-Frank Act In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“the Dodd-Frank Act”) was signed into law in the U.S.
Bakhshandehpour has served José Andrés Group as an operating partner, advisor and investor. In his current capacity, Mr. Bakhshandehpour leads the execution of company strategy globally, across the restaurant, brand, hotel, and media divisions. Since 2015, Mr. Bakhshandehpour has also been the Chief Executive Officer & Managing Partner of Silverstone, a vertically integrated hospitality and lifestyle investment firm.
Since 2015, Mr. Bakhshandehpour has also been the Chief Executive Officer & Managing Partner of Silverstone, a vertically integrated hospitality and lifestyle investment firm. From 2012 to 2015, Mr.
Cruz is a Partner at Searchlight Capital Partners, L.P., a global alternative investment management firm, which he joined in 2011. From 2008 to 2010, Mr. Cruz served on the investment team at Oaktree Capital Management, a global alternative investment management firm. Prior to that, Mr.
Cruz has served as Shift4 Payments, Inc.’s Chief Financial Officer since September 2025 and previously served as a member of the Board since its formation. He previously served as a Partner at Searchlight Capital Partners, L.P., a global alternative investment management firm, from 2011 until September 2025. From 2008 to 2010, Mr.
He previously served as Senior Vice President, Strategic Projects of Shift4 Payments, LLC from 2018 to 2022. Prior to joining Shift4, from 2010 to 2018, he served as a Principal at The Blackstone Group, L.P. Mr.
Mr. Lauber joined the Board in June 2025 and served as President from February 2022 until June 2025, and Chief Strategy Officer from its formation to 2024. He previously served as Senior Vice President, Strategic Projects of Shift4 Payments, LLC from 2018 to 2022.
Sam Bakhshandehpour has served as a member of the Board since October 2022. Since 2020, Mr. Bakhshandehpour has served as the President and board member of José Andrés Group (f/k/a ThinkFoodGroup), and alongside José Andrés and Rob Wilder, serves in the Office of the Chief Executive Officer. Over the past decade, Mr.
In his current capacity, Mr. Bakhshandehpour leads the execution of company expansion across dining, hotels, travel, retail and neighborhood commerce. From 2020 until February 2026, Mr. Bakhshandehpour served as the Chief Executive Officer and board member of José Andrés Group (f/k/a ThinkFoodGroup). Over the past decade, Mr. Bakhshandehpour served José Andrés Group as an operating partner, advisor and investor.
Grover is Principal of Sarah Grover, Inc. where she leverages her 35 years of hospitality industry experience leading global brands. Ms. Grover is hired to assess, stabilize, and restructure global restaurant brands through data-driven and CPG growth strategies. For 25 years, Ms. Grover held a series of high impact-strategic roles for the global chain California Pizza Kitchen.
She brings more than 25 years of executive experience leading brand, marketing, and operational strategy for high-growth consumer and global restaurant companies. Ms. Grover spent the majority of her career at California Pizza Kitchen, where she held a series of senior leadership roles, including Executive Vice President and Chief Brand & Concept Officer.
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In 2024, we changed Finaro's banking license in Malta to a payment institution license, aligning with our focus on core business activities. Mergers and Acquisitions (“M&A”) and Strategic Partnerships – We leverage acquisitions and strategic partnerships to expand our market presence and integrate complementary capabilities.
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As a result of the acquisition of Global Blue Group Holding AG (“Global Blue”) in the third quarter of 2025 (“Global Blue Merger”) we are also a leader in tax-free shopping (“TFS”). Global Blue is a leading technology and travel services platform, primarily providing TFS, dynamic currency conversion, and payments solutions to many of the world’s largest retail brands.
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Some of our recent acquisitions have directly supported our global expansion efforts. 9 Table of Contents On February 16, 2025, we entered into the Transaction Agreement with Global Blue, as described more fully in “Pending Acquisitions” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this Annual Report.
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Marketplace also includes a variety of functional applications including loyalty and inventory management. • TFS Services – We provide a cloud-based solution that facilitates the value-added tax (“VAT”) refund process for both merchants and travelers, enhancing cross-border commerce. TFS allows non-resident travelers to receive a refund of the total VAT paid, less a commission.
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Certain of our services also are subject to rules promulgated by various card networks and other authorities, as more fully described below. These descriptions are not exhaustive, and these laws, regulations and rules frequently change and are increasing in number.
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Our flexible, scalable, and highly integrated platform allows it to facilitate payment processing through its integrations with more than 40 acquirers and PSP partners and more than 250 POS partners and transaction processing through 13 scheme integrations, as well as provides a validation engine for customs and authorities through integrations with over 20 customs validation export software platforms.
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Card associations and payment networks and their member financial institutions regularly update and generally expand security expectations and requirements related to the security of cardholder data and environments.
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Our scale enables us to offer new merchants free hardware and other financial incentives, easing their transition from current providers.
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Human Capital At Shift4, we believe our people are the driving force behind our success. Our workforce, guided by the Shift4 Way, embodies boldness, excellence, ownership, and trust. These values are deeply integrated into our human capital strategy, which aligns with our business goals to attract, develop, and retain exceptional talent.
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The acquisition of Global Blue also provided us with tens of thousands of merchant relationships throughout the world that we can potentially cross sell payment services to. Mergers and Acquisitions (“M&A”) and Strategic Partnerships – We leverage acquisitions and strategic partnerships to expand our presence and integrate complementary capabilities.
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In 2024, we amplified our commitment to human capital excellence through investments in leadership, technology, and programs that enhanced operational efficiency and employee engagement. The following disclosure outlines our workforce strategy, including talent development, inclusion and belonging, compensation, and health initiatives, which create a high-performing, purpose-driven organization that we believes delivers long-term value.
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For our TFS offering we compete with other TFS providers, and with a limited number of merchants and governments that provide TFS services in-house.
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Workforce Overview As of December 31, 2024, Shift4’s workforce included approximately 4,000 employees. This includes approximately 800 employees added through acquisitions completed in 2024, which strengthened our capabilities and supported our global expansion strategy.
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As a result, we expect our TFS revenues earned in the third quarter of the year will usually be greater than other quarters of the financial year. Government Regulation Various aspects of our business and service areas are subject to U.S. federal, state, and local regulation, as well as regulation outside the U.S.
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With 56% of employees in the U.S. and 44% distributed across 45 other countries, we maintain a strategic presence in key international hubs like Lithuania, Canada, and Israel. None of our employees are represented by labor unions or collective bargaining agreements, and we have experienced no labor-related work stoppages.
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Unfair trade practice regulations We, our partners and certain of our merchants are subject to various federal, state, and international laws prohibiting unfair or deceptive trade practices.
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Strategic Leadership and Governance The appointment of Shift4’s first Chief Human Resources Officer in 2024 marked a strategic enhancement of our human capital governance structure and reflects our commitment to world-class talent management and organizational development. We are implementing comprehensive global workforce planning initiatives, enhancing global inclusivity, strengthening the employee experience, and streamlining our M&A integration processes.
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For example, the EU Unfair Commercial Practices Directive prohibits B2C actions that are contrary to professional diligence and distort consumer behavior, including banning misleading actions/omissions, aggressive tactics, and a “blacklist” of specific unfair practices across all EU member states.
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As we continue to evolve, our focus remains on fostering a culture of accountability, innovation, and leadership aligned with the Shift4 Way to support long-term growth and operational excellence.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

128 edited+182 added−57 removed341 unchanged
Biggest changeSee “—Business risks—Our ability to recruit, retain and develop qualified personnel is critical to our success and growth” and “—Risks related to the ownership of our Class A common stock—Our Founder has significant influence over us, including control over decisions that require the approval of stockholders, including a change in control.” If we cease to qualify as a controlled company, we will be entitled to phase-in the requirements for a majority independent board and independent nominating and compensation committees on the same schedule as a company listing in conjunction with an initial public offering, except the applicable compliance dates will run from the date of our status changes as a controlled company.
Biggest changeWe are entitled to phase-in the requirements for a majority independent board and independent nominating and compensation committees on the same schedule as a company listing in conjunction with an initial public offering, except the applicable compliance dates will run from the date of our status changes as a controlled company.
Our actual or perceived failure to comply with such obligations could harm our business and/or result in reputational harm, loss of customers, material financial penalties and legal liabilities.
Our actual or perceived failure to comply with such obligations could harm our business and/or result in reputational harm, loss of customers, material financial penalties and legal liabilities.
Our substantial indebtedness could have adverse consequences, including: • increasing our vulnerability to adverse economic, industry or competitive developments; • requiring a substantial portion of cash flow from operations to be dedicated to the payments on our indebtedness, reducing our ability to use cash flow to fund our operations, capital expenditures and future business opportunities; • making it more difficult for us to satisfy our obligations with respect to our indebtedness, including restrictive covenants and borrowing conditions, which could result in an event of default under the agreements governing such indebtedness; 35 Table of Contents • restricting us from making strategic acquisitions or causing us to make nonstrategic divestitures; • making it more difficult for us to obtain network sponsorship and clearing services from financial institutions or to obtain or retain other business with financial institutions; • limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions, and general corporate or other purposes; and • limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting.
Our substantial indebtedness could have adverse consequences, including: • increasing our vulnerability to adverse economic, industry or competitive developments; • requiring a substantial portion of cash flow from operations to be dedicated to the payments on our indebtedness, reducing our ability to use cash flow to fund our operations, capital expenditures and future business opportunities; • making it more difficult for us to satisfy our obligations with respect to our indebtedness, including restrictive covenants and borrowing conditions, which could result in an event of default under the agreements governing such indebtedness; • restricting us from making strategic acquisitions or causing us to make nonstrategic divestitures; 37 Table of Contents • making it more difficult for us to obtain network sponsorship and clearing services from financial institutions or to obtain or retain other business with financial institutions; • limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions, and general corporate or other purposes; and • limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting.
If we fail to comply with one or more applicable financial services requirements in Malta or the UK, we may be subject to regulatory enforcement action, including potential restriction or withdrawal of our licenses, public censure by the relevant regulator, and/or fines, any of which could harm our business and/or result in reputational harm, loss of customers, material financial penalties or legal liabilities.
If we fail to comply with one or more applicable financial services requirements in Malta, Italy or the UK, we may be subject to regulatory enforcement action, including potential restriction or withdrawal of our licenses, public censure by the relevant regulator, and/or fines, any of which could harm our business and/or result in reputational harm, loss of customers, material financial penalties or legal liabilities.
As we expand into new markets, we are subject to additional risks associated with our international operations, including compliance with and changes in foreign regulations and governmental policies. We have begun offering merchant acquiring and processing services in geographies outside of the U.S., including Canada, the European Union and United Kingdom, where we are directly subject to financial regulatory requirements.
As we expand into new geographies, we are subject to additional risks associated with our international operations, including compliance with and changes in foreign regulations and governmental policies. We have begun offering merchant acquiring and processing services in geographies outside of the U.S., including Canada, the European Union and United Kingdom, where we are directly subject to financial regulatory requirements.
The impairment of a significant portion of these assets would negatively affect our business, financial condition or results of operations.” In addition, to the extent we pursue transactions including acquisitions outside of the U.S., these potential transactions often involve additional or increased risks including: • managing geographically separated organizations, systems and facilities; • integrating personnel with diverse business backgrounds and organizational cultures; • complying with non-U.S. regulatory and other legal requirements; • addressing financial and other impacts to our business resulting from fluctuations in currency exchange rates and unit economics across multiple jurisdictions; • enforcing intellectual property rights outside of the U.S.; 23 Table of Contents • difficulty entering new non-U.S. markets due to, among other things, consumer acceptance and business knowledge of these markets; and • general economic and political conditions.
The impairment of a significant portion of these assets would negatively affect our business, financial condition or results of operations.” In addition, to the extent we pursue transactions including acquisitions outside of the U.S., these potential transactions often involve additional or increased risks including: • managing geographically separated organizations, systems and facilities; • integrating personnel with diverse business backgrounds and organizational cultures; • complying with non-U.S. regulatory and other legal requirements; • addressing financial and other impacts to our business resulting from fluctuations in currency exchange rates and unit economics across multiple jurisdictions; • enforcing intellectual property rights outside of the U.S.; 25 Table of Contents • difficulty entering new non-U.S. markets due to, among other things, consumer acceptance and business knowledge of these markets; and • general economic and political conditions.
While inflation has decreased in 2024, if the inflation rate increases again, it will likely affect our expenses, including, but not limited to, increased employee compensation expenses and costs for supplies. In the event inflation increases, we may seek to increase the sales prices of our products and services in order to maintain satisfactory margins.
While inflation has decreased in 2024 and 2025, if the inflation rate increases again, it will likely affect our expenses, including, but not limited to, increased employee compensation expenses and costs for supplies. In the event inflation increases, we may seek to increase the sales prices of our products and services in order to maintain satisfactory margins.
The occurrence of any of the events described below could harm our business, financial condition, results of operations, liquidity or prospects. In such an event, the market price of our Class A common stock could decline, and you may lose all or part of your investment.
The occurrence of any of the events described below could harm our business, financial condition, results of operations, liquidity or prospects. In such an event, the market price of our Class A common stock or our Preferred Stock could decline, and you may lose all or part of your investment.
If we are unsuccessful in our defense in these litigation matters, or any other legal proceeding, we may be forced to pay damages or fines, enter into consent decrees or change our business practices, any of which could adversely affect our business, financial condition or results of operations. 40 Table of Contents Risks related to our organizational structure Our principal asset is our interest in Shift4 Payments, LLC, and, as a result, we depend on distributions from Shift4 Payments, LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement (“TRA”).
If we are unsuccessful in our defense in these litigation matters, or any other legal proceeding, we may be forced to pay damages or fines, enter into consent decrees or change our business practices, any of which could adversely affect our business, financial condition or results of operations. 42 Table of Contents Risks related to our organizational structure Our principal asset is our interest in Shift4 Payments, LLC, and, as a result, we depend on distributions from Shift4 Payments, LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement (“TRA”).
We expect the competitive landscape will continue to change in a variety of ways, including: • rapid and significant changes in technology, resulting in new and innovative payment methods and programs that could place us at a competitive disadvantage and reduce the use of our products and services; • competitors, including non-integrated payment processors (such as Chase Paymentech, Elavon, Worldpay, Fiserv and Global Payments) and integrated payment providers (such as Adyen, Lightspeed, Shopify, Square and Toast), merchants, governments and/or other industry participants may develop products and services that compete with or replace our value-added products and services, including products and services that enable payment networks and banks to transact with consumers directly; • participants in the financial services, payments and payment technology industries may merge, create joint ventures, or form other business combinations that may strengthen their existing business services or create new payment services that compete with our services; and • new services and technologies that we develop may be impacted by industry-wide solutions and standards related to migration to EMV standards, including chip technology, tokenization and other safety and security technologies.
We expect the competitive landscape will continue to change in a variety of ways, including: • rapid and significant changes in technology, resulting in new and innovative payment methods and programs that could place us at a competitive disadvantage and reduce the use of our products and services; • competitors, including non-integrated payment processors (such as Chase Paymentech, Elavon, Worldpay, Fiserv and Global Payments) and integrated payment providers (such as Adyen, Lightspeed, Shopify, Square and Toast), merchants, governments and/or other industry participants may develop products and services that compete with or replace our value-added products and services, including products and services that enable payment networks and banks to transact with consumers directly; • participants in the financial services, payments and payment technology industries may merge, create joint ventures, or form other business combinations that may strengthen their existing business services or create new payment services that compete with our services; and 20 Table of Contents • new services and technologies that we develop may be impacted by industry-wide solutions and standards related to migration to EMV standards, including chip technology, tokenization and other safety and security technologies.
Our future growth and profitability depend upon the growth of the markets in which we currently operate and our ability to increase our penetration and service offerings within these markets, as well as the emergence of new markets for our services and our ability to successfully expand into these new markets.
Our future growth and profitability depend upon the growth of the industries in which we currently operate and our ability to increase our penetration and service offerings within these industries, as well as the emergence of new markets for our services and our ability to successfully expand into these new industries.
In addition, our financial services operations in Malta and the European Union expose us to said risks. We may seek to reduce our exposure to fluctuations in foreign currency exchange rates through the use of hedging agreements.
In addition, our financial services operations in Malta, the UK and the European Union expose us to said risks. We may seek to reduce our exposure to fluctuations in foreign currency exchange rates through the use of hedging agreements.
Any of these factors could decrease the value of revenues and earnings we derive from our non-U.S. operations and adversely affect our business. 36 Table of Contents While our foreign exchange and international operating risks have historically been negligible, we have recently begun offering merchant acquiring and processing services in geographies outside of the U.S., including Canada, the European Union and United Kingdom, and we may increasingly be subject to said risks as we continue to pursue our international expansion efforts.
Any of these factors could decrease the value of revenues and earnings we derive from our non-U.S. operations and adversely affect our business. 38 Table of Contents While our foreign exchange and international operating risks have historically been negligible, we have recently begun offering merchant acquiring and processing services in geographies outside of the U.S., including Canada, the European Union and United Kingdom, and we may increasingly be subject to said risks as we continue to pursue our international expansion efforts.
If we are unsuccessful in closing sales after expending significant funds and management resources or we experience delays or experience greater than anticipated costs, it could have a material adverse effect on our business, financial condition and results of operations. 33 Table of Contents There may be a decline in the use of cards as a payment mechanism for consumers or adverse developments with respect to the card industry in general.
If we are unsuccessful in closing sales after expending significant funds and management resources or we experience delays or experience greater than anticipated costs, it could have a material adverse effect on our business, financial condition and results of operations. 35 Table of Contents There may be a decline in the use of cards as a payment mechanism for consumers or adverse developments with respect to the card industry in general.
The failure of our third-party vendors to perform their obligations and provide the products and services we obtain from them in a timely manner for any reason could adversely affect our operations and profitability due to, among other consequences: • loss of revenues; • loss of merchants and software partners; • loss of merchant and cardholder data; • fines imposed by payment networks; • enforcement action by regulators; • harm to our business or reputation and brand resulting from negative publicity and loss of trust; • exposure to fraud losses or other liabilities; • additional operating and development costs; or • diversion of management, technical, and other resources.
The failure of our third-party vendors to perform their obligations and provide the products and services we obtain from them in a timely manner for any reason could adversely affect our operations and profitability due to, among other consequences: • loss of revenues; 24 Table of Contents • loss of merchants and software partners; • loss of merchant and cardholder data; • fines imposed by payment networks; • enforcement action by regulators; • harm to our business or reputation and brand resulting from negative publicity and loss of trust; • exposure to fraud losses or other liabilities; • additional operating and development costs; or • diversion of management, technical, and other resources.
In addition, changes to laws, regulations, executive orders, and standards could affect our merchants and software partners and could result in material effects on the way we operate or the cost to operate our business. 39 Table of Contents In addition, the U.S. government has increased its scrutiny of a number of credit card practices, from which some of our merchants derive significant revenue.
In addition, changes to laws, regulations, executive orders, and standards could affect our merchants and software partners and could result in material effects on the way we operate or the cost to operate our business. 41 Table of Contents In addition, the U.S. government has increased its scrutiny of a number of credit card practices, from which some of our merchants derive significant revenue.
If these card issuers discontinue this practice, our revenue and margins in these jurisdictions could be adversely affected. 34 Table of Contents Certain key components are procured from a limited number of suppliers. Thus, we are at risk of shortage, price increases, tariffs, changes, delay, or discontinuation of key components, which could disrupt and materially and adversely affect our business.
If these card issuers discontinue this practice, our revenue and margins in these jurisdictions could be adversely affected. 36 Table of Contents Certain key components are procured from a limited number of suppliers. Thus, we are at risk of shortage, price increases, tariffs, changes, delay, or discontinuation of key components, which could disrupt and materially and adversely affect our business.
In the event that it is difficult for our merchants to access and use our products and services, our business, financial condition, results of operations and prospects may be materially and adversely affected. 30 Table of Contents We depend, in part, on our merchant and software partner relationships and strategic partnerships with various institutions to operate and grow our business.
In the event that it is difficult for our merchants to access and use our products and services, our business, financial condition, results of operations and prospects may be materially and adversely affected. 32 Table of Contents We depend, in part, on our merchant and software partner relationships and strategic partnerships with various institutions to operate and grow our business.
This could adversely affect our business, financial condition or results of operations. 31 Table of Contents Our business is subject to the risk of natural disasters, adverse weather events and other catastrophic events, and to interruption by manmade problems such as terrorism. A significant natural disaster could have a material and adverse effect on our business.
This could adversely affect our business, financial condition or results of operations. 33 Table of Contents Our business is subject to the risk of natural disasters, adverse weather events and other catastrophic events, and to interruption by manmade problems such as terrorism. A significant natural disaster could have a material and adverse effect on our business.
However, if we are unable to pass through these and other fees in the future, it could have a material adverse effect on our business, financial condition and results of operations. The conditional conversion feature of the 2025 Convertible Notes or 2027 Convertible Notes, if triggered, may adversely affect our financial condition and results of operations.
However, if we are unable to pass through these and other fees in the future, it could have a material adverse effect on our business, financial condition and results of operations. The conditional conversion feature of the 2027 Convertible Notes, if triggered, may adversely affect our financial condition and results of operations.
If one or more holders elect to convert their Convertible Notes, all conversions of the Convertible Notes will be settled in cash up to at least the principal amount being converted, which could adversely affect our liquidity. 37 Table of Contents Legal and regulatory risks Failure to comply with the FCPA, anti-money laundering, economic and trade sanctions regulations, and similar laws could subject us to penalties and other adverse consequences.
If one or more holders elect to convert their 2027 Convertible Notes, all conversions of the 2027 Convertible Notes will be settled in cash up to at least the principal amount being converted, which could adversely affect our liquidity. 39 Table of Contents Legal and regulatory risks Failure to comply with the FCPA, anti-money laundering, economic and trade sanctions regulations, and similar laws could subject us to penalties and other adverse consequences.
If we fail to comply with regulations, requirements, prohibitions or other obligations applicable to us, we could face regulatory or other enforcement actions and potential fines and other consequences. 28 Table of Contents Cryptocurrencies have in the past and may in the future experience periods of extreme price volatility.
If we fail to comply with regulations, requirements, prohibitions or other obligations applicable to us, we could face regulatory or other enforcement actions and potential fines and other consequences. 30 Table of Contents Cryptocurrencies have in the past and may in the future experience periods of extreme price volatility.
Accordingly, the remedies and damages available to us for unauthorized use of our software may be limited. 38 Table of Contents We attempt to protect our intellectual property and proprietary information by requiring all of our employees, consultants and certain of our contractors to execute confidentiality and invention assignment agreements.
Accordingly, the remedies and damages available to us for unauthorized use of our software may be limited. 40 Table of Contents We attempt to protect our intellectual property and proprietary information by requiring all of our employees, consultants and certain of our contractors to execute confidentiality and invention assignment agreements.
Potential difficulties that we may encounter in the integration process include without limitation: • the inability to combine our business with Global Blue in a manner that permits us to achieve any cost savings or other synergies anticipated as a result of the Transactions or to achieve such cost savings or other anticipated synergies in a timely manner, which could result in us not realizing some anticipated benefits of the Transactions in the time frame currently anticipated, or at all; • the inability to realize the anticipated value from various Global Blue assets; • the inability to integrate and manage personnel from the companies and minimizing the loss of key employees; • the inability to consolidate the companies’ administrative and information technology infrastructure and financial systems and identify and eliminate redundant and underperforming functions and assets; • the inability to harmonize the companies’ operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes; • the inability to coordinate distribution and marketing efforts; • potential unknown liabilities and unforeseen increased expenses, delays or unfavorable conditions in connection with the anticipated consummation of the Transactions and the subsequent integration; and • performance shortfalls at one or both of the companies as a result of the diversion of management’s attention from ongoing business activities as a result of completing the Transactions and integrating the companies’ operations.
Potential difficulties that we may encounter in the integration process include without limitation: • the inability to combine our business with Global Blue in a manner that permits us to achieve any cost savings or other synergies anticipated as a result of the Global Blue Merger or to achieve such cost savings or other anticipated synergies in a timely manner, which could result in us not realizing some anticipated benefits of the Global Blue Merger in the time frame currently anticipated, or at all; • the inability to realize the anticipated value from various Global Blue assets; • the inability to integrate and manage personnel from the companies and minimizing the loss of key employees; • the inability to consolidate the companies’ administrative and information technology infrastructure and financial systems and identify and eliminate redundant and underperforming functions and assets; • the inability to harmonize the companies’ operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes; • the inability to coordinate distribution and marketing efforts; • potential unknown liabilities and unforeseen increased expenses, delays or unfavorable conditions in connection with the integration of Global Blue; and • performance shortfalls at one or both of the companies as a result of the diversion of management’s attention from ongoing business activities as a result of the integration of the companies’ operations.
You should carefully consider the risks described below, the other information in this Annual Report, including our consolidated financial statements and the related notes, as well as our other public filings with the SEC, before deciding to invest in our Class A common stock.
You should carefully consider the risks described below, the other information in this Annual Report, including our consolidated financial statements and the related notes, as well as our other public filings with the SEC, before deciding to invest in our Class A common stock or our Preferred Stock.
Increases in chargebacks or other liabilities could adversely affect our business, financial condition or results of operations. 32 Table of Contents Our ability to recruit, retain and develop qualified personnel in compliance with applicable federal and other laws and regulations is critical to our success and growth.
Increases in chargebacks or other liabilities could adversely affect our business, financial condition or results of operations. 34 Table of Contents Our ability to recruit, retain and develop qualified personnel in compliance with applicable federal and other laws and regulations is critical to our success and growth.
Any such excise tax would be our liability and could increase the amount of tax that we are required to pay. 43 Table of Contents Our ability to use our net operating losses (“NOLs”) to offset future taxable income may be subject to certain limitations.
Any such excise tax would be our liability and could increase the amount of tax that we are required to pay. 45 Table of Contents Our ability to use our net operating losses (“NOLs”) to offset future taxable income may be subject to certain limitations.
The Israel Defense Force (the “IDF”), the national military of Israel, is a conscripted military service, subject to certain exceptions. We conduct certain operations in Israel, where approximately 5% of our employees reside. A number of our employees are subject to military service in the IDF and have been, or may be, called to serve.
The Israel Defense Force (the “IDF”), the national military of Israel, is a conscripted military service, subject to certain exceptions. We conduct certain operations in Israel, where approximately 3% of our employees reside. A number of our employees are subject to military service in the IDF and have been, or may be, called to serve.
We must anticipate and respond to these changes in order to remain competitive within our relative markets. In addition, failure to develop value-added services that meet the needs and preferences of our merchants could adversely affect our ability to compete effectively in our industry.
We must anticipate and respond to these changes in order to remain competitive within our relative industries. In addition, failure to develop value-added services that meet the needs and preferences of our merchants could adversely affect our ability to compete effectively in our industry.
Certain competitors c ould use strong or dominant positions in one or more markets to gain a competitive advantage over us by integrating competing platforms or features into products that they control, including but not limited to search engines, web browsers, mobile device operating systems, and social networks, by making acquisitions, or by making access to our platform more difficult.
Certain competitors c ould use strong positions in one or more industries to gain a competitive advantage over us by integrating competing platforms or features into products that they control, including but not limited to search engines, web browsers, mobile device operating systems, and social networks, by making acquisitions, or by making access to our platform more difficult.
Furthermore, each remaining minority Vectron shareholder would have the option to either: • Remain a Vectron shareholder and receive an adequate fixed or variable annual guaranteed dividend in the case of a domination agreement, or annual recurring compensation in the case of a profit and loss transfer agreement, as stipulated by the German Stock Corporation Act. • Receive adequate exit compensation in exchange for their Vectron shares, in accordance with the provisions of the German Stock Corporation Act.
Furthermore, each remaining minority Vectron shareholder has the option to either: • Remain a Vectron shareholder and receive an adequate fixed or variable annual guaranteed dividend in the case of a domination agreement, or annual recurring compensation in the case of a profit and loss transfer agreement, as stipulated by the German Stock Corporation Act. • Receive adequate exit compensation in exchange for their Vectron shares, in accordance with the provisions of the German Stock Corporation Act.
A failure to adequately scale our payments platform could therefore materially and adversely affect our business, financial condition or results of operations. 29 Table of Contents We may not be able to continue to expand our share of the existing payment processing markets or expand into new markets, which would inhibit our ability to grow and increase our profitability.
A failure to adequately scale our payments platform could therefore materially and adversely affect our business, financial condition or results of operations. 31 Table of Contents We may not be able to continue to expand our share of the existing payment processing markets or expand into new industries, which would inhibit our ability to grow and increase our profitability.
It is possible that the integration process could result in the distraction of our management, the loss of key employees, the disruption of our ongoing business or inconsistencies in our operations, services, standards, controls, procedures and policies, any of which could adversely affect our ability to maintain relationships with third parties and employees or to achieve the anticipated benefits of the Transactions, or could otherwise adversely affect our business and financial results.
It is possible that the integration process could result in the distraction of our management, the loss of key employees, the disruption of our ongoing business or inconsistencies in our operations, services, standards, controls, procedures and policies, any of which could adversely affect our ability to maintain relationships with third parties and employees or to achieve the anticipated benefits of the Global Blue Merger, or could otherwise adversely affect our business and financial results.
If any suppliers or distributors seek to terminate or modify contractual obligations or discontinue their relationship with the combined company, then the combined company’s business and results of operations may be harmed. Business risks Substantial and increasingly intense competition worldwide in the financial services, payments and payment technology industries may adversely affect our overall business and operations.
If any suppliers or distributors seek to terminate or modify contractual obligations or discontinue their relationship with the combined company, then the combined company’s business and results of operations may be harmed. 19 Table of Contents Substantial and increasingly intense competition worldwide in the financial services, payments and payment technology industries may adversely affect our overall business and operations.
We are exposed to fluctuations in inflation, which could negatively affect our business, financial condition and results of operations. The U.S. experienced historically high levels of inflation from 2021 through 2023. According to the U.S. Department of Labor, the annual inflation rate for the U.S. was 2.9% for the twelve months ended December 31, 2024.
We are exposed to fluctuations in inflation, which could negatively affect our business, financial condition and results of operations. The U.S. experienced historically high levels of inflation from 2021 through 2023. According to the U.S. Department of Labor, the annual inflation rate for the U.S. was 2.7% for the twelve months ended December 31, 2025.
See Note 11 to the accompanying consolidated financial statements for more information on the terms of the indentures governing our Notes and the agreement governing our Revolving Credit Facility. The terms of any future indebtedness we may incur could include more restrictive covenants.
See Note 11 to the accompanying consolidated financial statements for more information on the terms of the indentures governing our Notes and the credit agreement governing our Credit Facilities. The terms of any future indebtedness we may incur could include more restrictive covenants.
However, we might not determine that we have effectively made an excess cash payment to a Continuing Equity Owner or Blocker Shareholder for a number of years following the initial time of such payment and, if any of our tax reporting positions are challenged by a taxing authority, we will not be permitted to reduce any future cash payments under the TRA until any such challenge is finally settled or determined.
However, we might not determine that we have effectively made an excess cash payment for a number of years following the initial time of such payment and, if any of our tax reporting positions are challenged by a taxing authority, we will not be permitted to reduce any future cash payments under the TRA until any such challenge is finally settled or determined.
See also “Risks Related to the Transactions.” We expect to consider from time to time further strategic opportunities that may involve acquisitions, dispositions, investments in joint ventures, partnerships, and other strategic alternatives that may enhance shareholder value, any of which may result in the use of a significant amount of management resources or significant costs, and we may not be able to fully realize the potential benefit of such transactions.
We expect to consider from time to time further strategic opportunities that may involve acquisitions, dispositions, investments in joint ventures, partnerships, and other strategic alternatives that may enhance shareholder value, any of which may result in the use of a significant amount of management resources or significant costs, and we may not be able to fully realize the potential benefit of such transactions.
As a result of our prior acquisitions, a significant portion of our total assets consists of intangible assets (including goodwill). Goodwill and intangible assets, net of amortization, together accounted for approximately 47% and 56% of the total assets on our balance sheet as of December 31, 2024 and 2023, respectively.
As a result of our prior acquisitions, a significant portion of our total assets consists of intangible assets (including goodwill). Goodwill and intangible assets, net of amortization, together accounted for approximately 65% and 47% of the total assets on our balance sheet as of December 31, 2025 and 2024, respectively.
If the outcome of any such challenge would reasonably be expected to materially affect a recipient’s payments under the TRA, then we will not be permitted to settle such challenge without the consent (not to be unreasonably withheld or delayed) of the Continuing Equity Owners.
If the outcome of any such challenge would reasonably be expected to materially affect a recipient’s payments under the TRA, then we will not be permitted to settle such challenge without the consent (not to be unreasonably withheld or delayed) of Searchlight.
Restrictions imposed by the agreements governing our Notes and our Revolving Credit Facility may materially limit our ability to operate our business and finance our future operations or capital needs.
Restrictions imposed by the agreements governing our Notes and our Credit Facilities may materially limit our ability to operate our business and finance our future operations or capital needs.
ITEM 1A. RISK FACTORS Investing in our Class A common stock involves a high degree of risk.
ITEM 1A. RISK FACTORS Investing in our Class A common stock or our Preferred Stock involves a high degree of risk.
There can be no guarantee that customers, suppliers and distributors will remain with or continue to have a relationship with the combined company or do so on contractual terms amenable to us following the Transactions.
There can be no guarantee that customers, suppliers and distributors will remain with or continue to have a relationship with the combined company or do so on contractual terms amenable to us following the Global Blue Merger.
A breach of the covenants or restrictions under the indentures governing the Notes and the agreement governing our Revolving Credit Facility could result in an event of default under the Notes.
A breach of the covenants or restrictions under the indentures governing the Notes and the credit agreement governing our Credit Facilities could result in an event of default under the Notes and/or the Credit Facilities.
While the number of units are currently valued in excess of the margin loan, such an event could cause our stock price to decline.
While the number of such pledged shares are currently valued in excess of the margin loan, such an event could cause our stock price to decline.
As a result of (i) potential differences in the amount of net taxable income indirectly allocable to us and to Shift4 Payments, LLC’s other equityholders, (ii) the lower tax rate applicable to corporations as opposed to individuals and (iii) the favorable tax benefits that we anticipate from (a) future purchases or redemptions of LLC Interests by the Continuing Equity Owners, (b) payments under the TRA and (c) the acquisition of interests in Shift4 Payments, LLC from its equityholders, we expect that these tax distributions may be in amounts that exceed our tax liabilities.
As a result of (i) potential differences in the amount of net taxable income indirectly allocable to us and to Shift4 Payments, LLC’s other equityholders, (ii) the lower tax rate applicable to corporations as opposed to individuals and (iii) the favorable tax benefits that we anticipate from (a) payments under the TRA and (b) the acquisition of interests in Shift4 Payments, LLC from its equityholders, we expect that these tax distributions may be in amounts that exceed our tax liabilities.
Our UK Authorised Payment Institution is also directly subject to the UK Proceeds of Crime Act of 2002 and the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.
Our UK Authorised Payment Institution is also directly subject to the UK Proceeds of Crime Act of 2002 and the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017. Our Italian Payment Institution is also subject to similar requirements under Italian regulation.
Certain suppliers or distributors may seek to terminate or modify contractual obligations following the Transactions whether or not contractual rights are triggered as a result of the Transactions.
Certain suppliers or distributors may seek to terminate or modify contractual obligations following the Global Blue Merger whether or not contractual rights are triggered as a result of the Global Blue Merger.
The holders of LLC Interests may benefit from any value attributable to such cash balances if they acquire shares of Class A common stock in exchange for their LLC Interests, notwithstanding that such holders may previously have participated as holders of LLC Interests in distributions that resulted in such excess cash balances. 41 Table of Contents The TRA with the Continuing Equity Owners and the Blocker Shareholders requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that the payments we are required to make will be substantial.
The holders of LLC Interests may benefit from any value attributable to such cash balances if they acquire shares of Class A common stock in exchange for their LLC Interests, notwithstanding that such holders may previously have participated as holders of LLC Interests in distributions that resulted in such excess cash balances. 43 Table of Contents The TRA with Searchlight, our former sponsor, requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that the payments we are required to make will be substantial.
These board members are designees of our Founder and can take actions that have the effect of delaying or preventing a change of control of us or discouraging others from making tender offers for our shares, which could prevent stockholders from receiving a premium for their shares. These actions may be taken even if other stockholders oppose them.
As a significant stockholder, our Founder can take actions that have the effect of delaying or preventing a change of control of us or discouraging others from making tender offers for our shares, which could prevent stockholders from receiving a premium for their shares. These actions may be taken even if other stockholders oppose them.
The increasing focus on sustainability and environmental, social and governance practices (“ESG”) could increase our costs, harm our reputation and adversely impact our financial results. There has been increasing public focus by investors, customers, regulators, legislators, the media and other stakeholders on a variety of sustainability and ESG matters, including diversity initiatives.
The evolving focus on sustainability and environmental, social and governance practices (“ESG”) could increase our costs, harm our reputation and adversely impact our financial results. There has been evolving focus by investors, customers, regulators, government officials, legislators, the media and other stakeholders on a variety of sustainability and ESG matters, including initiatives for inclusivity.
In the event the conditional conversion feature of either of the 2025 Convertible Notes or 2027 Convertible Notes (collectively, the “Convertible Notes”) is triggered, noteholders will be entitled to convert their respective notes at any time during specified periods at their option.
In the event the conditional conversion feature of the 2027 Convertible Notes is triggered, noteholders will be entitled to convert their respective notes at any time during specified periods at their option.
We will not be reimbursed for any cash payments previously made to the Continuing Equity Owners or the Blocker Shareholders under the TRA in the event that any tax benefits initially claimed by us and for which payment has been made to a Continuing Equity Owner or the Blocker Shareholders are subsequently challenged by a taxing authority and are ultimately disallowed.
We will not be reimbursed for any cash payments previously made under the TRA in the event that any tax benefits initially claimed by us and for which payment has been made are subsequently challenged by a taxing authority and are ultimately disallowed.
Under the TRA, we are required to make cash payments to the Continuing Equity Owners and the Blocker Shareholders equal to 85% of the tax benefits, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of (1) the increases in our share of the tax basis of assets of Shift4 Payments, LLC resulting from any redemptions of LLC Interests from the Continuing Equity Owners, (2) our utilization of certain tax attributes of the Blocker Companies and certain Continuing Equity Owners and (3) certain other tax benefits related to us making payments under the TRA.
Under the TRA, we are required to make cash payments to Searchlight, our former sponsor, equal to 85% of the tax benefits, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of (1) the increases in our share of the tax basis of assets of Shift4 Payments, LLC resulting from prior redemptions of LLC Interests by Searchlight, (2) our utilization of certain tax attributes of Searchlight and (3) certain other tax benefits related to us making payments under the TRA.
Additionally, any fluctuation in the credit rating of us or our subsidiaries may impact our ability to access debt markets in the future or increase our cost of future debt which could have a material adverse effect on our operations and financial condition, which in return may adversely affect the trading price of shares of our Class A common stock.
Additionally, any fluctuation in the credit rating of us or our subsidiaries may impact our ability to access debt markets in the future or increase our cost of future debt which could have a material adverse effect on our operations and financial condition, which in return may adversely affect the trading price of shares of our Class A common stock. 55 Table of Contents Short sellers of our stock may be manipulative and may drive down the market price of our common stock.
In addition, upon conversion of the $690.0 million and $632.5 million aggregate principal amount of 2025 Convertible Notes and 2027 Convertible Notes, respectively, we will pay in cash the principal amount of the respective Notes with any excess to be paid or delivered, as the case may be, in cash or shares of our Class A common stock or a combination of both at our election.
In addition, upon conversion of the $633 million aggregate principal amount of 2027 Convertible Notes, we will pay in cash the principal amount of the 2027 Convertible Notes with any excess to be paid or delivered, as the case may be, in cash or shares of our Class A common stock or a combination of both at our election.
The interests of the Continuing Equity Owners and the Blocker Shareholders in any such challenge may differ from or conflict with our interests and your interests, and the Continuing Equity Owners may exercise their consent rights relating to any such challenge in a manner adverse to our interests and your interests.
The interests of Searchlight in any such challenge may differ from or conflict with our interests and your interests, and Searchlight may exercise their consent rights relating to any such challenge in a manner adverse to our interests and your interests.
There can be no assurance that we will be able to fund or finance our obligations under the TRA. 42 Table of Contents We will not be reimbursed for any payments made to the Continuing Equity Owners or the Blocker Shareholders under the TRA in the event that any tax benefits are disallowed.
There can be no assurance that we will be able to fund or finance our obligations under the TRA. 44 Table of Contents We will not be reimbursed for any payments made to Searchlight under the TRA in the event that any tax benefits are disallowed.
In addition, a payment default, including an acceleration following an event of default, under the Indenture, could trigger an event of default under another future debt instrument, which could result in the principal of and the accrued and unpaid interest on such debt becoming due and payable.
In addition, a payment default, including an acceleration following an event of default, under the indentures governing the Notes or the credit agreement governing the Credit Facilities, could trigger an event of default under another future debt instrument, which could result in the principal of and the accrued and unpaid interest on such debt becoming due and payable.
We conduct regulated payment services business in the EU via our Maltese Financial Institution licensed entity, which is subject to various ongoing Maltese financial services regulatory requirements, including the requirements of the second EU payment services directive (Directive (EU) 2015/2366, also known as “PSD2”) as transposed into Maltese law.
We conduct regulated payment services business in the EU via our Maltese Financial Institution licensed entity, which is subject to various ongoing Maltese financial services regulatory requirements, including the requirements of PSD2 as transposed into Maltese law.
As the regulatory guidance and enforcement landscape in relation to data transfers continue to develop, we could suffer additional costs, complaints and/or regulatory investigations or fines; we may have to stop using certain tools and vendors and make other operational changes; we may have to implement alternative data transfer mechanisms under the GDPR and/or take additional compliance and operational measures; and/or it could otherwise affect the manner in which we provide our services, and could adversely affect our business, operations and financial condition. 27 Table of Contents We are also subject to evolving laws on cookies, tracking technologies and e-marketing.
As the regulatory guidance and enforcement landscape in relation to data transfers continue to develop, we could suffer additional costs, complaints and/or regulatory investigations or fines; we may have to stop using certain tools and vendors and make other operational changes; we may have to implement alternative data transfer mechanisms under the GDPR and/or take additional compliance and operational measures; and/or it could otherwise affect the manner in which we provide our services, and could adversely affect our business, operations and financial condition.
Furthermore, any negative publicity or perceptions involving the Company or our employees, brands, products, vendors, spokespersons or marketing and other partners may negatively impact our reputation and adversely impact our ability to compete effectively and could adversely affect our business, financial condition or results of operations.
Furthermore, any negative publicity or perceptions involving the Company or our employees, brands, products, vendors, spokespersons or marketing and other partners may negatively impact our reputation and adversely impact our ability to compete effectively and could adversely affect our business, financial condition or results of operations. TFS is a competitive industry and we may lose merchant accounts to our competitors.
Our organizational structure, including the TRA, confers certain benefits upon the Continuing Equity Owners and the Blocker Shareholders that will not benefit the holders of our Class A common stock to the same extent that it will benefit the Continuing Equity Owners and the Blocker Shareholders.
Our organizational structure, including the TRA, confers certain benefits upon Searchlight that will not benefit holders of our Class A common stock to the same extent that it will benefit Searchlight.
In certain cases, payments under the TRA to the Continuing Equity Owners and the Blocker Shareholders may be accelerated or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the TRA.
In certain cases, payments under the TRA to Searchlight may be accelerated or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the TRA.
If our succession planning efforts, including for the role of Chief Executive Officer, are not effective, it could adversely impact our business. In addition, from time to time, there may be other changes in our management team that may be disruptive to our business.
If our succession planning efforts are not effective, it could adversely impact our business. In addition, from time to time, there may be other changes in our management team that may be disruptive to our business.
In the EU and the UK under national laws derived from the ePrivacy Directive, informed consent is required for the placement of a cookie or similar technologies on a user’s device and for direct electronic marketing.
We are also subject to evolving laws on cookies, tracking technologies and e-marketing. In the EU and the UK under national laws derived from the ePrivacy Directive, informed consent is required for the placement of a cookie or similar technologies on a user’s device and for direct electronic marketing.
In the event our agreement with our third-party processor is terminated, or if upon its expiration we are unable to renew the contract on terms favorable to us, or at all, it may be difficult for us to replace these services, which may adversely affect our operations and profitability. 22 Table of Contents We also rely on third parties for specific software and devices used in providing our products and services.
In the event our agreement with our third-party processor is terminated, or if upon its expiration we are unable to renew the contract on terms favorable to us, or at all, it may be difficult for us to replace these services, which may adversely affect our operations and profitability.
These antitakeover provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders.
These antitakeover provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares.
If Rook were to default on its obligations under the margin loan and fail to cure such default, the lender would have the right to exchange and sell up to 15,000,000 Rook Units to satisfy Rook’s obligation.
If Rook were to default on its obligations under the margin loan and fail to cure such default, the lender would have the right to sell up to 15,000,000 shares of our Class A common stock to satisfy Rook’s obligation.
If we are found to have breached such laws, regulations, or standards in any such market, we may be subject to enforcement actions that require us to change our business practices in a manner which may negatively impact our revenue, as well as expose ourselves to litigation, fines, civil and/or criminal penalties and adverse publicity that could cause our customers to lose trust in us, negatively impacting our reputation, brand and business in a manner that harms our financial position.
If we are found to have breached such laws, regulations, or standards in any such market, we may be subject to enforcement actions that require us to change our business practices in a manner which may negatively impact our revenue, as well as expose ourselves to litigation, fines, civil and/or criminal penalties and adverse publicity that could cause our customers to lose trust in us, negatively impacting our reputation, brand and business in a manner that harms our financial position. 28 Table of Contents As part of our business, we collect personal information, as well as other potentially sensitive and/or regulated data from our consumers and the merchants we work with.
If we identify material weaknesses in our internal control over financial reporting in the future or if we are unable to comply with the requirements applicable to us as a public company, in a timely manner, including the requirements of Section 404 of the Sarbanes-Oxley Act, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC.
Such reporting obligations place a considerable strain on our financial and management systems, processes and controls, as well as on our personnel. 46 Table of Contents If we identify material weaknesses in our internal control over financial reporting in the future or if we are unable to comply with the requirements applicable to us as a public company, in a timely manner, including the requirements of Section 404 of the Sarbanes-Oxley Act, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC.
Any payments made by us to the Continuing Equity Owners and the Blocker Shareholders under the TRA will not be available for reinvestment in our business and will generally reduce the amount of overall cash flow that might have otherwise been available to us.
Any payments made by us to Searchlight under the TRA will not be available for reinvestment in our business and will generally reduce the amount of overall cash flow that might have otherwise been available to us. The payments under the TRA are not conditioned upon continued ownership of us by Searchlight.
Additionally, various sources of supply-chain risk, including strikes or shutdowns at delivery ports or loss of or damage to our products while they are in transit or storage, intellectual property theft, losses due to tampering, issues with quality or sourcing control, failure by our suppliers to comply with applicable laws and regulation, potential tariffs or other trade restrictions, or other similar problems could limit or delay the supply of our products or harm our reputation.
Additionally, various sources of supply-chain risk, including strikes or shutdowns at delivery ports or loss of or damage to our products while they are in transit or storage, intellectual property theft, losses due to tampering, issues with quality or sourcing control, failure by our suppliers to comply with applicable laws and regulation, tariffs or other trade restrictions, or other similar problems could limit or delay the supply of our products or harm our reputation.In 2025, the U.S. government imposed additional tariffs on a significant number of countries and threatened to further increase the scope and amount of tariffs in the event of retaliatory countermeasures.
We operate in a rapidly changing industry. Accordingly, our risk management policies and procedures may not be fully effective to identify, monitor and manage all risks our business encounters.
General risk factors Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk. We operate in a rapidly changing industry. Accordingly, our risk management policies and procedures may not be fully effective to identify, monitor and manage all risks our business encounters.
Third parties may terminate or alter existing contracts or relationships with us or Global Blue. As a result of the Transactions, the combined company may experience impacts on relationships with customers, suppliers and distributors that may harm the combined company’s business and results of operations.
As a result of the Global Blue Merger, the combined company may experience impacts on relationships with customers, suppliers and distributors that may harm the combined company’s business and results of operations.
We entered into the TRA with Shift4 Payments, LLC and the Continuing Equity Owners and the Blocker Shareholders in connection with the completion of the IPO, which provides for the payment by Shift4 Payments, Inc. to the Continuing Equity Owners and the Blocker Shareholders of 85% of the amount of tax benefits, if any, that Shift4 Payments, Inc. actually realizes, or in some circumstances is deemed to realize, as a result of (1) the increases in the tax basis of assets of Shift4 Payments, LLC resulting from any redemptions of LLC Interests from the Continuing Equity Owners, (2) our utilization of certain tax attributes of the Blocker companies and certain Continuing Equity Owners and (3) certain other tax benefits related to us making payments under the TRA.
We are still obligated for payments to Searchlight under the TRA of 85% of the amount of tax benefits, if any, that Shift4 Payments, Inc. actually realizes, or in some circumstances is deemed to realize, as a result of (1) the increases in the tax basis of assets of Shift4 Payments, LLC resulting from prior redemptions of LLC Interests by Searchlight, (2) our utilization of certain tax attributes of Searchlight and (3) certain other tax benefits related to us making payments under the TRA.
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, including our Chief Executive Officer.
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.
As a result, our stockholders may be limited in their ability to obtain a premium for their shares. 45 Table of Contents In addition, we have opted out of Section 203 of the General Corporation Law of the State of Delaware (“DGCL”), but our amended and restated certificate of incorporation provides that engaging in any of a broad range of business combinations with any “interested” stockholder (any stockholder with 15% or more of our voting stock) for a period of three years following the date on which the stockholder became an “interested” stockholder is prohibited, subject to certain exceptions.
In addition, we have opted out of Section 203 of the General Corporation Law of the State of Delaware (“DGCL”), but our amended and restated certificate of incorporation provides that engaging in any of a broad range of business combinations with any “interested” stockholder (any stockholder with 15% or more of our voting stock) for a period of three years following the date on which the stockholder became an “interested” stockholder is prohibited, subject to certain exceptions. 47 Table of Contents Future sales, or the perception of future sales, by us or our existing stockholders in the public market could cause the market price for our Class A common stock to decline.
You may not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements. Our Founder has more than 50% of the voting power for the election of directors, and, as a result, we are considered a “controlled company” for the purposes of the NYSE.
As a result, our stockholders may not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements. We are no longer considered a “controlled company” for the purposes of the NYSE.
In addition, if we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, when required, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets, and our stock price may be adversely affected. 44 Table of Contents We are a “controlled company” within the meaning of the NYSE rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.
In addition, if we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, when required, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets, and our stock price may be adversely affected.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThese standards, along with other industry benchmarks, such as the PCI DSS, are used as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business, but this does not imply that we meet any particular technical standards, specifications, or requirements at all times.
Biggest changeThese standards, along with other industry benchmarks, such as the PCI DSS, are used as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business, but this does not imply that we meet any particular technical standards, specifications, or requirements at all times. 56 Table of Contents Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us.
See “Risk Factor– Our inability to protect our IT Systems and Confidential Information from continually evolving cybersecurity risks, security breaches or other technological risks could affect our reputation and brand among our merchants and consumers and may expose us to material financial penalties and legal liability.” Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (“Committee”) oversight of cybersecurity and other information technology risks.
See “Risk Factor– Our inability to protect our IT Systems and Confidential Information, as well as the IT Systems of third parties we rely on , from continually evolving cybersecurity risks, security breaches or other technological risks could affect our reputation and brand among our merchants and consumers and may expose us to material financial penalties and legal liability.” Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (“Committee”) oversight of cybersecurity and other information technology risks.
As part of our enterprise risk assessment function, which is led by our General Counsel and Vice President of Internal Audit, we have implemented processes designed to assess, identify and manage the material risks facing the Company, including from cybersecurity risks.
As part of our enterprise risk assessment function, which is led by our Chief Legal Officer and Vice President of Internal Audit, we have implemented processes designed to assess, identify and manage the material risks facing the Company, including from cybersecurity risks.
The full Board also receives briefings from management on our cyber risk management program. Our management team, including the VP of Enterprise Security & Compliance and Director of Enterprise Security & Compliance, is responsible for assessing and managing our material risks from cybersecurity threats.
The full Board also receives briefings from management on our cyber risk management program. Our management team, including the SVP of Enterprise Security & Chief Information Security Officer and the Director of Enterprise Security & Compliance, is responsible for assessing and managing our material risks from cybersecurity threats.
In addition, our VP of Enterprise Security & Compliance and Director of Enterprise Security & Compliance brings extensive expertise in risk assessment and management, regulatory compliance (including PCI DSS, GDPR, and the Sarbanes-Oxley Act), incident response, data protection and privacy, security monitoring and threat intelligence, and the implementation of advanced security technologies.
Our Enterprise Security & Compliance team brings over 20 years of extensive expertise in risk assessment and management, regulatory compliance (including PCI DSS, GDPR, and the Sarbanes-Oxley Act), incident response, data protection and privacy, security monitoring and threat intelligence, and the implementation of advanced security technologies.
Our management team’s collective experience includes a diverse background in fintech and other industries, with decades of experience in various aspects of cybersecurity. 48 Table of Contents Our management team stays informed about and monitors efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
Our management team stays informed about and monitors efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment. 57 Table of Contents
The team has primary responsibility for our overall cybersecurity risk management program and supervises our internal cybersecurity personnel.
The team has primary responsibility for our overall cybersecurity risk management program and supervises our internal cybersecurity personnel. Our management team’s collective experience includes a diverse background in fintech and other industries, with decades of experience in various aspects of cybersecurity.
Removed
Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Added
Specifically, our SVP of Enterprise Security & Chief Information Security Officer brings experience across military, financial, and fintech environments. Our Director of Enterprise Security & Compliance brings experience with a background spanning banking, healthcare, health-wellness-nutrition and fintech industries.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeStock Performance Graph The following graph and table compare the total shareholder return from June 5, 2020, the date on which our Class A common shares commenced trading on the New York Stock Exchange, NYSE, through December 31, 2024 of (i) our Class A common shares, (ii) the Standard and Poor’s 500 Stock Index (“S&P 500 Index”), and (iii) the Standard and Poor’s 500 Information Technology Index (“S&P Information Technology”).
Biggest changeAny such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability and other factors that our Board may deem relevant. 59 Table of Contents Stock Performance Graph The following graph and table compare the total shareholder return from December 31, 2020 through December 31, 2025 of (i) our Class A common shares, (ii) the Standard and Poor’s 500 Stock Index (“S&P 500 Index”), and (iii) the Standard and Poor’s 500 Information Technology Index (“S&P Information Technology”).
Furthermore, because we are a holding company, our ability to pay cash dividends on our Class A common stock depends on our receipt of cash distributions from Shift4 Payments, LLC and, through Shift4 Payments, LLC, cash distributions and dividends from our other direct and indirect wholly owned subsidiaries.
Because we are a holding company, our ability to pay cash dividends on our Class A common stock depends on our receipt of cash distributions from Shift4 Payments, LLC and, through Shift4 Payments, LLC, cash distributions and dividends from our other direct and indirect wholly owned subsidiaries.
Recent Sales of Unregistered Securities There were no unregistered equity securities sold fro m January 1, 2024 to December 31, 2024.
Recent Sales of Unregistered Securities There were no unregistered equity securities sold fro m January 1, 2025 to December 31, 2025.
The stock performance graph and table assume an initial investment of $100 on June 5, 2020. 50 Table of Contents The performance graph and table are not intended to be indicative of future performance.
The stock performance graph and table assume an initial investment of $100 on December 31, 2020. The performance graph and table are not intended to be indicative of future performance.
Dividend Policy Since the IPO, we have not declared or paid any cash dividends on our common stock and we do not anticipate declaring or paying any cash dividends on our Class A common stock in the foreseeable future. Holders of our Class B common stock are not entitled to participate in any dividends declared by our Board.
Dividend Policy Since the IPO, we have not declared or paid any cash dividends on our common stock and we do not anticipate declaring or paying any cash dividends on our Class A common stock in the foreseeable future.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Shift4 Payments, Inc. Class A common stock is quoted on the New York Stock Exchange under the ticker symbol “FOUR.” There is no established trading market for our Class B common stock or Class C common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Shift4 Payments, Inc. Class A common stock is quoted on the New York Stock Exchange under the ticker symbol “FOUR.” Holders As of February 19, 2026 , there were 190 holders of record of our Class A common stock.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers Issuer Purchases of Equity Securities Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) October 1, 2024 through October 31, 2024 — — — $ 464.1 November 1, 2024 through November 30, 2024 8,800 $ 113.16 8,800 463.1 December 1, 2024 through December 31, 2024 1,067,800 102.06 1,067,800 354.1 Total 1,076,600 (a) In, May 2024, our Board authorized a stock repurchase program (the “May 2024 Program”), pursuant to which we were authorized to repurchase up to $500.0 million of shares of our Class A common stock through December 31, 2025.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers Issuer Purchases of Equity Securities Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) October 1, 2025 through October 31, 2025 — — — $ — November 1, 2025 through November 30, 2025 4,276,292 $ 70.15 4,276,292 700 December 1, 2025 through December 31, 2025 73,300 65.09 73,300 695 Total 4,349,592 (a) 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.
Removed
Holders As of February 12, 2025 , there were 213 holders of record of our Class A common stock, four holders of record of our Class B common stock and three holders of record of our Class C common stock.
Added
While we intend to continue 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.
Removed
Any such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability and other factors that our Board may deem relevant.
Added
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.
Removed
June 4, 2020 December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 Shift4 Payments, Inc. $ 100.00 $ 327.83 $ 251.87 $ 243.17 $ 323.22 $ 451.22 S&P 500 Index $ 100.00 $ 120.68 $ 153.14 $ 123.36 $ 153.26 $ 188.98 S&P Information Technology $ 100.00 $ 132.09 $ 176.15 $ 125.23 $ 195.85 $ 265.74
Added
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.
Added
December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2025 Shift4 Payments, Inc. $ 100.00 $ 76.83 $ 74.18 $ 98.59 $ 137.64 $ 83.51 S&P 500 Index $ 100.00 $ 126.89 $ 102.22 $ 126.99 $ 156.59 $ 182.25 S&P Information Technology $ 100.00 $ 133.35 $ 94.80 $ 148.26 $ 201.18 $ 248.07

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

89 edited+55 added−53 removed56 unchanged
Biggest changeYear Ended December 31, $ change (in millions) 2024 2023 Payments-based revenue $ 2,990.1 $ 2,386.0 $ 604.1 Subscription and other revenues 340.5 178.8 161.7 Gross revenue 3,330.6 2,564.8 765.8 Network fees (1,976.2) (1,624.4) (351.8) Other costs of sales (exclusive of certain depreciation and amortization expense shown separately below) (381.3) (252.6) (128.7) General and administrative expenses (459.5) (329.3) (130.2) Revaluation of contingent liabilities (4.0) (23.1) 19.1 Depreciation and amortization expense (a) (199.5) (153.8) (45.7) Impairment of intangible assets — (18.6) 18.6 Professional expenses (41.4) (33.1) (8.3) Advertising and marketing expenses (21.7) (15.1) (6.6) Income from operations 247.0 114.8 132.2 Interest income 33.7 31.9 1.8 Other income (expense), net 1.8 (3.9) 5.7 Gain on investments in securities 66.7 12.2 54.5 Change in TRA liability (289.0) (3.4) (285.6) Interest expense (61.8) (32.1) (29.7) Income (loss) before income taxes (1.6) 119.5 (121.1) Income tax benefit 296.1 3.4 292.7 Net income 294.5 122.9 171.6 Less: Net income attributable to noncontrolling interests (64.9) (36.7) (28.2) Net income attributable to Shift4 Payments, Inc. $ 229.6 $ 86.2 $ 143.4 (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.
Biggest changeYear Ended December 31, $ change (in millions) 2025 2024 Payments-based revenue $ 3,471 $ 2,990 $ 481 TFS revenue 255 — 255 Subscription and other revenue 454 341 113 Gross revenue 4,180 3,331 849 Network fees (2,199) (1,976) (223) Other costs of sales (exclusive of certain depreciation and amortization expense shown separately below) (553) (382) (171) General and administrative expenses (682) (459) (223) Revaluation of contingent liabilities 4 (4) 8 Depreciation and amortization expense (a) (290) (200) (90) Professional expenses (87) (41) (46) Advertising and marketing expenses (32) (22) (10) Gain on sale of subsidiaries 19 — 19 Impairment of intangible assets (9) — (9) Income from operations 351 247 104 Loss on extinguishment of debt (12) — (12) Interest income 59 34 25 Other income (expense), net (9) 2 (11) Gain on investments in securities — 67 (67) Change in TRA liability (4) (289) 285 Interest expense (190) (62) (128) Income (loss) before income taxes 195 (1) 196 Income tax benefit (expense) (48) 296 (344) Net income 147 295 (148) Less: Net income attributable to noncontrolling interests (28) (65) 37 Net income attributable to Shift4 Payments, Inc. $ 119 $ 230 $ (111) (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. 65 Table of Contents Results of Operations Year ended December 31, 2025 compared to year ended December 31, 2024 Revenues (in millions) Gross revenue increased by $849 million, or 25%.
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.
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. Mix of our merchant base .
Residual commissions represent monthly payments to third-party distribution partners. These costs are typically based on a percentage of payments-based revenue. Equipment represents our costs of devices that are sold to merchants. Other costs of sales includes amortization of internally developed capitalized software development costs, purchased capitalized software, acquired technology and capitalized customer acquisition costs.
Residual commissions represent monthly payments to third-party distribution partners. These costs are typically based on a percentage of payments-based revenue. Equipment represents our costs of devices that are sold to merchants. 63 Table of Contents Other costs of sales includes amortization of internally developed capitalized software development costs, purchased capitalized software, acquired technology and capitalized customer acquisition costs.
Factors Impacting Our Business and Results of Operations In general, our results of operations are impacted by factors such as the adoption of software solutions that are integrated with our payment solutions, continued investment in our core capabilities, ongoing pursuit of strategic acquisitions, and macro-level economic trends. 54 Table of Contents Increased adoption of software-integrated payments .
Factors Impacting Our Business and Results of Operations In general, our results of operations are impacted by factors such as the adoption of software solutions that are integrated with our payment solutions, continued investment in our core capabilities, ongoing pursuit of strategic acquisitions, and macro-level economic trends. Increased adoption of software-integrated payments .
The revenue and margin of each merchant within our portfolio is affected by several factors, including the amount of payment volume processed, the industry vertical in which the merchant operates, and the number of solutions implemented by the merchant. Ability to attract and retain internal sales team and software partners .
The revenue and margin of each merchant within our portfolio is affected by several factors, including the amount of payment volume processed, the industry vertical in which the merchant operates, and the number of solutions implemented by the merchant. 62 Table of Contents Ability to attract and retain internal sales team and software partners .
A discussion regarding our financial condition and results of operation for the year ended December 31, 2024 compared to the year ended December 31, 2023 is presented below.
A discussion regarding our financial condition and results of operation for the year ended December 31, 2025 compared to the year ended December 31, 2024 is presented below.
A discussion regarding our financial condition and results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 is included under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024.
A discussion regarding our financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 is included under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 19, 2025.
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 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.
Intangible assets are amortized on a straight-line basis over their estimated useful lives which range from two years to twenty years. Professional expenses consists of costs incurred for accounting, tax, legal, and consulting services. These include professional services related to acquisitions.
Intangible assets are amortized on a straight-line basis over their estimated useful lives which range from three years to twenty years. Professional expenses consist of costs incurred for accounting, tax, legal, and consulting services. These include professional services related to acquisitions.
Investing activities 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.
Investing activities 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.
Interest on the 2032 Senior Notes is payable semi-annually in arrears on each February 15, and August 15, commencing on February 15, 2025.
Interest on the 2032 Senior Notes is payable semi-annually in arrears on each February 15 and August 15, commencing on February 15, 2025 for the Existing 2032 Notes and August 15, 2025 for the New 2032 Notes.
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.
From period to period, the mix of cash and receivables included in Settlement assets may change, driving increases or decreases in financing cash flow.
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.
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.
We received net proceeds, after deducting initial purchasers’ discounts and estimated offering expenses, of approximately $617.7 million from the offering of the 2027 Convertible Notes. The net proceeds of the 2027 Convertible Notes Offering, together with cash on hand, was used for general corporate purposes.
We received net proceeds, after deducting initial purchasers’ discounts and fees, of approximately $618 million from the offering of the 2027 Convertible Notes. The net proceeds of the 2027 Convertible Notes Offering, together with cash on hand, was used for general corporate purposes.
None of the specified events for the conversion of the 2027 Convertible Notes occurred as of December 31, 2024. Senior Notes – 2032 Notes In August 2024, the Issuers issued an aggregate $1,100.0 million principal amount of the 2032 Senior Notes.
None of the specified events for the conversion of the 2027 Convertible Notes occurred as of December 31, 2025. Senior Notes – 2032 Notes In August 2024, the Issuers issued $1,100 million principal amount of 2032 Senior Notes (the “Existing 2032 Notes”).
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.
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.
Stock repurchases 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 . The May 2024 Program replaced our prior stock repurchase program from December 2023.
Stock repurchases In May 2024, the Board authorized a stock repurchase program (the “May 2024 Program”), pursuant to which we were authorized to repurchase up to $500 million shares of our Class A common stock through December 31, 2025.
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.
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.
At any time, the Issuers may redeem all or a portion of the 2026 Senior Notes at the redemption prices set forth in the indenture governing the 2026 Senior Notes, plus accrued and unpaid interest, if any, to but excluding, the date of redemption.
At any time on or after May 15, 2028, the Issuers may redeem all or a portion of the 2033 Euro Notes at the redemption prices set forth in the indenture governing the 2033 Euro Notes, plus accrued and unpaid interest, if any, to but excluding, the date of redemption.
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.
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.
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.
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.
Key Financial Definitions The following briefly describes the components of revenue and expenses as presented in the accompanying Consolidated Statements of Operations. Gross revenue consists of payments-based revenue and subscription and other revenues: 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.
Key Financial Definitions The following briefly describes the components of revenue and expenses as presented in the accompanying Consolidated Statements of Operations. Gross revenue consists of payments-based revenue and subscription and other revenues: Payments-based revenue includes fees for payment processing and related services, gateway services, and commissions for TFS services.
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 Measures for a discussion and reconciliation of gross revenue less network fees.
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.
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.
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.
Convertible Notes, Senior Notes and Revolving Credit Facility 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.
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.
We entered into a TRA with Shift4 Payments, LLC and each of the Continuing Equity Owners and each of the Blocker Shareholders that will provide for the payment by Shift4 Payments, Inc. to the Continuing Equity Owners of 85% of the amount of certain tax benefits, if any, that Shift4 Payments Inc. actually realizes or in some circumstances is deemed to realize in its tax reporting, as a result of (1) the increases in our share of the tax basis of assets of Shift4 Payments, LLC resulting from any redemptions of LLC Interests from the Continuing Equity Owners, (2) our utilization of certain tax attributes of the Blocker Companies and certain Continuing Equity Owners and (3) certain other tax benefits related to us making payments under the TRA.
We are still obligated for payments to Searchlight under the TRA of 85% of the amount of certain tax benefits, if any, that Shift4 Payments Inc. actually realizes or in some circumstances is deemed to realize in its tax reporting, as a result of (1) the increases in our share of the tax basis of assets of Shift4 Payments, LLC resulting from prior redemptions of LLC Interests by Searchlight, (2) our utilization of certain tax attributes of Searchlight and (3) certain other tax benefits related to us making payments under the TRA.
Year Ended December 31, (in millions) 2024 2023 $ Change Gain on investments in securities $ 66.7 $ 12.2 $ 54.5 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.
Year Ended December 31, (in millions) 2025 2024 $ Change Gain on investments in securities $ — $ 67 $ (67) 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.
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.
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.
We continue to collect information and reevaluate these estimates and assumptions periodically and record any adjustments to preliminary estimates to goodwill, provided we are within the measurement period. If outside of the measurement period, any subsequent adjustments are recorded to the consolidated statement of operations.
We continue to collect information and reevaluate these estimates and assumptions periodically and record any adjustments to preliminary estimates to goodwill, provided we are within the measurement period.
Financing activities 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.
Financing activities 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.
Year Ended December 31, (in millions) 2024 2023 $ Change Revaluation of contingent liabilities $ (4.0) $ (23.1) $ 19.1 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.
Year Ended December 31, (in millions) 2025 2024 $ Change Revaluation of contingent liabilities $ 4 $ (4) $ 8 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.
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.
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.
Income tax benefit (expense) represents federal, state, local and foreign income taxes. 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.
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.
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. 60 Table of Contents Adjusted EBITDA is the primary financial performance measure used by management to evaluate its business and monitor results of operations.
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.
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.
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.
Convertible Notes – 2027 Notes In July 2021, Shift4 Payments, Inc. issued an aggregate principal amount of $632.5 million of 2027 Convertible Notes to qualified institutional buyers in an offering exempt from registration under the Securities Act.
T he 2026 Senior Notes were repaid in full during 2025. Convertible Notes – 2027 Notes In July 2021, Shift4 Payments, Inc. issued $633 million principal amount of 2027 Convertible Notes to qualified institutional buyers in an offering exempt from registration under the Securities Act.
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 consolidated financial statements prepared in accordance with GAAP.
We do maintain transaction processing on certain legacy platforms that are not defined as volume . 68 Table of Contents 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 consolidated financial statements prepared in accordance with GAAP.
Overview At Shift4, our mission is to boldly redefine commerce by simplifying complex payments ecosystems across the world. 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.
Overview At Shift4, our mission is to boldly redefine commerce by simplifying complex payments ecosystems across the world. We are a leading independent provider of software and payment processing solutions in the U.S.
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.
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.
(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, 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.
Cost of Sales Year Ended December 31, (in millions) 2024 2023 $ Change Network fees $ (1,976.2) $ (1,624.4) $ (351.8) The 22% increase in network fees was primarily due to the increase in payments-based revenue, which increased 25%.
Cost of Sales Year Ended December 31, (in millions) 2025 2024 $ Change Network fees $ (2,199) $ (1,976) $ (223) The 11% increase in network fees was primarily due to the increase in payments-based revenue.
Contingent Liabilities As of December 31, 2024, the fair value of contingent liabilities to potentially be paid out in cash was $26.2 million, with $7.2 million payable within twelve months.
As of December 31, 2025, the maximum amount of contingent liabilities to potentially be paid out in cash was $22 million, with $14 million payable within twelve months.
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.
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.
The 2026 Senior Notes mature on November 1, 2026, and accrue interest at a rate of 4.625% per year. Interest on the 2026 Senior Notes is payable semi-annually in arrears on each May 1, and November 1, commencing on May 1, 2021.
The 2033 Euro Notes mature on May 15, 2033 and accrue interest at a rate of 5.50% per year. Interest on the 2033 Euro Notes is payable semi-annually in arrears on each May 15 and November 15, commencing on November 15, 2025 for the Existing 2033 Euro Notes and May 15, 2026 for the New 2033 Euro Notes.
Gross revenue less network fees: Year Ended December 31, 2024 2023 (in millions) Gross revenue $ 3,330.6 $ 2,564.8 Less: Network fees (1,976.2) (1,624.4) Less: Other costs of sales (exclusive of depreciation of equipment under lease) (381.3) (252.6) 973.1 687.8 Less: Depreciation of equipment under lease (54.4) (35.3) Gross profit (a) $ 918.7 $ 652.5 Gross profit (a) $ 918.7 $ 652.5 Add back: Other costs of sales 381.3 252.6 Add back: Depreciation of equipment under lease 54.4 35.3 Gross revenue less network fees $ 1,354.4 $ 940.4 (a) The determination of gross profit is inclusive of depreciation of equipment under lease that is included in Depreciation and amortization expense in the Consolidated Statements of Operations.
Gross revenue less network fees: Year Ended December 31, 2025 2024 (in millions) Gross revenue $ 4,180 $ 3,331 Less: Network fees (2,199) (1,976) Less: Other costs of sales (exclusive of depreciation of equipment under lease) (553) (382) Less: Depreciation of equipment under lease (74) (54) Gross profit (a) $ 1,354 $ 919 Gross profit (a) $ 1,354 $ 919 Add back: Other costs of sales 553 382 Add back: Depreciation of equipment under lease 74 54 Gross revenue less network fees $ 1,981 $ 1,355 (a) The determination of gross profit is inclusive of depreciation of equipment under lease that is included in Depreciation and amortization expense in the Consolidated Statements of Operations.
Key Performance Indicators and Non-GAAP Measures The following table sets forth our key performance indicators and non-GAAP measures for the periods presented: Year Ended December 31, (in millions) 2024 2023 End-to-end payment volume $ 164,817.1 $ 109,034.0 Gross revenue less network fees 1,354.4 940.4 EBITDA 323.1 334.3 Adjusted EBITDA 677.4 459.9 End-to-end payment volume End-to-end payment volume is defined as the total dollar amount of payments that we deliver for settlement on behalf of our merchants.
Key Performance Indicators and Non-GAAP Measures The following table sets forth our key performance indicators and non-GAAP measures for the periods presented: Year Ended December 31, 2025 2024 Volume (in billions) $ 209 $ 165 Gross revenue less network fees (in millions) $ 1,981 $ 1,355 EBITDA (in millions) $ 758 $ 324 Adjusted EBITDA (in millions) $ 970 $ 678 Volume Volume is defined as the total dollar amount of payments that we deliver for settlement on behalf of our merchants.
Second Amended and Restated Revolving Credit Facility In September 2024, Shift4 Payments, LLC (the “Borrower”) entered into a Second Amended and Restated First Lien Credit Agreement (the “Credit Agreement”), providing for a $450.0 million senior secured revolving credit facility (“Revolving Credit Facility”), $112.5 million of which is available for the issuance of letters of credit.
Credit Facilities In September 2024, Shift4 Payments, LLC (the “Borrower”) entered into a Second Amended and Restated First Lien Credit Agreement (the “Original Credit Agreement”) with Goldman Sachs Bank USA (“GS”), as administrative agent and collateral agent, and the lenders party thereto, providing for a $450 million senior secured revolving credit facility (“Revolving Credit Facility”), $113 million of which was originally available for the issuance of letters of credit.
This includes transactional gains and losses related to foreign currency. Gain on investments in securities represents adjustments to the fair value of our investments in securities. Change in TRA liability represents adjustments to the Tax Receivable Agreement (“TRA”) liability. Interest expense consists of interest costs incurred on our borrowings and amortization of capitalized financing costs.
Change in TRA liability represents adjustments to the Tax Receivable Agreement (“TRA”) liability. Interest expense consists of interest costs incurred on our borrowings and amortization of capitalized financing costs. Income tax benefit (expense) represents federal, state, local and foreign income taxes.
GAAP to non-GAAP gross revenues less network fees. 61 Table of Contents EBITDA and Adjusted EBITDA: Year Ended December 31, (in millions) 2024 2023 Net income $ 294.5 $ 122.9 Interest expense 61.8 32.1 Interest income (33.7) (31.9) Income tax benefit (296.1) (3.4) Depreciation and amortization 296.6 214.6 EBITDA 323.1 334.3 Acquisition, restructuring and integration costs (a) 38.8 28.3 Revaluation of contingent liabilities (b) 4.0 23.1 Impairment of intangible assets — 18.6 Gain on investments in securities (c) (66.7) (12.2) Change in TRA liability (d) 289.0 3.4 Equity-based compensation (e) 67.9 59.1 Foreign exchange and other nonrecurring items (f) 21.3 5.3 Adjusted EBITDA $ 677.4 $ 459.9 (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.
GAAP to non-GAAP gross revenues less network fees. 69 Table of Contents EBITDA and Adjusted EBITDA: Year Ended December 31, (in millions) 2025 2024 Net income $ 147 $ 295 Interest expense 190 62 Interest income (59) (34) Income tax (benefit) expense 48 (296) Depreciation and amortization 432 297 EBITDA 758 324 Acquisition, restructuring and integration costs (a) 84 39 Revaluation of contingent liabilities (4) 4 Gain on sale of subsidiaries (b) (19) — Impairment of intangible assets (c) 9 — Loss on extinguishment of debt (d) 12 — Gain on investments in securities (e) — (67) Change in TRA liability (f) 4 289 Equity-based compensation (g) 85 68 Foreign exchange and other nonrecurring items (h) 41 21 Adjusted EBITDA $ 970 $ 678 (a) For the year ended December 31, 2025, consisted of $47 million of acquisition-related costs and $37 million of restructuring and other costs.
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.
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.
Year Ended December 31, (in millions) 2024 2023 $ Change Other costs of sales (exclusive of certain depreciation and amortization expense) $ (381.3) $ (252.6) $ (128.7) The increase in other costs of sales was primarily driven by our recent acquisitions and incremental residual commissions associated with revenue growth.
Year Ended December 31, (in millions) 2025 2024 $ Change Other costs of sales (exclusive of certain depreciation and amortization expense) $ (553) $ (382) $ (171) The increase in other costs of sales was primarily driven by our recent acquisitions and incremental residual commissions associated with revenue growth. 66 Table of Contents Operating Expenses Year Ended December 31, (in millions) 2025 2024 $ Change General and administrative expenses $ (682) $ (459) $ (223) The increase in general and administrative expenses was primarily due to expenses associated with our growth, which includes the impact of our recent acquisitions.
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.
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 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. 58 Table of Contents Year Ended December 31, (in millions) 2024 2023 $ Change Depreciation and amortization expense $ (199.5) $ (153.8) $ (45.7) 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.
Year Ended December 31, (in millions) 2025 2024 $ Change Depreciation and amortization expense $ (290) $ (200) $ (90) 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.
(d) See Note 13 to the accompanying consolidated financial statements for more information on the TRA. (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.
(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. (f) See Note 13 to the accompanying consolidated financial statements for more information on the TRA. (g) Consisted of equity-based compensation expense for RSUs, including employer taxes for vested RSUs.
The contingent liability arising from the expected earnout payment included in purchase consideration is typically measured on the acquisition date using a fair value model such as a Monte Carlo simulation in a risk-neutral framework, calibrated to Management’s forecasts which are subject to significant judgment. 66 Table of Contents Impairment assessments We monitor conditions related to equipment for lease, property, plant and equipment, and intangible assets and test these assets for potential impairment whenever management concludes events or changes in circumstances, such as historical operating and/or cash flow losses of an asset group, indicate that the carrying amount may not be recoverable.
Impairment assessments We monitor conditions related to equipment for lease, property, plant and equipment, and intangible assets and test these assets for potential impairment whenever management concludes events or changes in circumstances, such as historical operating and/or cash flow losses of an asset group, indicate that the carrying amount may not be recoverable.
Year Ended December 31, (in millions) 2024 2023 $ Change Income tax benefit $ 296.1 $ 3.4 $ 292.7 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.
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.
See “Pending Acquisitions—Debt Commitment Letter” for a description of our financing arrangements in connection with the Transaction Agreement described in that section. 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.
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.
Year Ended December 31, (in millions) 2024 2023 $ Change Other income (expense), net $ 1.8 $ (3.9) $ 5.7 The increase in other income was primarily due to transactional gains related to foreign currency in 2024, as compared to losses in 2023.
Year Ended December 31, (in millions) 2025 2024 $ Change Interest income $ 59 $ 34 $ 25 The increase in interest income was primarily due to an increase in our average interest-earning cash balance. 67 Table of Contents Year Ended December 31, (in millions) 2025 2024 $ Change Other income (expense), net $ (9) $ 2 $ (11) 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.
During the year ended December 31, 2024 , we repurcha sed 1,605,488 shares of Class A common stock for $145.9 million, including commissions paid, at an average price paid of $90.83 per share. As of December 31, 2024, $354.1 million remains available under the May 2024 Program.
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.
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. Interest income primarily consists of interest income earned on our cash and cash equivalents. Other income (expense), net primarily consists of other non-operating items.
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. Loss on extinguishment of debt represents the writeoff of unamortized capitalized financing costs associated with debt extinguishment.
As of December 31, 2024, the maximum amount of contingent liabilities to potentially be paid out in cash was $43.7 million, with $7.3 million payable within twelve months. 65 Table of Contents 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 which have been prepared in accordance with U.S.
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 which have been prepared in accordance with U.S. GAAP. The preparation of these historical financial statements in conformity with U.S.
A portion of the purchase consideration for certain of our acquisitions is often contingent on the performance of the acquired business.
If outside of the measurement period, any subsequent adjustments are recorded to the consolidated statement of operations. 75 Table of Contents A portion of the purchase consideration for certain of our acquisitions is often contingent on the performance of the acquired business.
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. 59 Table of Contents Year Ended December 31, (in millions) 2024 2023 $ Change Change in TRA liability $ (289.0) $ (3.4) $ (285.6) 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.
Year Ended December 31, (in millions) 2025 2024 $ Change Change in TRA liability $ (4) $ (289) $ 285 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 ta xable income.
The Company capitalized approximately $4.3 million of financing fees in connection with this refinancing. 64 Table of Contents Loans incurred under the Revolving Credit Facility bear interest a rate per annum equal to, at the Borrower’s option, either (i) a term SOFR based rate (subject to a 0.0% floor), plus a margin of 2.00% per annum, or (ii) an alternate base rate (equal to the highest of the Federal Funds Effective Rate plus 0.50%, the term SOFR rate for an interest period for 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 a margin of 1.00% per annum.
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; (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 (iv) an €STR-based rate (for Euro swing line loans) (subject to a 0.0% floor), plus an applicable margin of 2.00%.
Settlement Line Agreement In September 2024, we entered into the Settlement Line Credit Agreement (the “Settlement Line Agreement”), by and between Shift4 LLC, as the borrower, and Citizens Bank, N.A. (“Citizens”), as the lender, providing for a settlement line of credit with an aggregate available amount of up to $100.0 million (the “Settlement Line”).
All other material provisions of the Credit Agreement remain materially unchanged. Settlement Line Agreement In September 2024, Shift4 Payments, LLC entered into the Settlement Line Credit Agreement (the “Settlement Line Agreement”), by and between Shift4 Payments, LLC, as the borrower, and Citizens Bank, N.A.
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. 55 Table of Contents Subscription and other revenues include software as a service (“SaaS”) fees for POS systems and terminals provided to merchants.
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.
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. 62 Table of Contents The following table sets forth summary cash flow information for the periods presented: Year Ended December 31, (in millions) 2024 2023 Net cash provided by operating activities $ 500.3 $ 346.0 Net cash used in investing activities (691.1) (301.9) Net cash provided by (used in) financing activities 929.2 (109.9) Effect of exchange rate changes on cash and cash equivalents and restricted cash (21.6) 11.1 Change in cash and cash equivalents and restricted cash $ 716.8 $ (54.7) 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.
The following table sets forth summary cash flow information for the periods presented: Year Ended December 31, (in millions) 2025 2024 Net cash provided by operating activities $ 634 $ 500 Net cash used in investing activities (2,998) (691) Net cash provided by financing activities 2,055 929 Effect of exchange rate changes on cash and cash equivalents and restricted cash 55 (21) Change in cash and cash equivalents and restricted cash $ (254) $ 717 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.
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.
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. 71 Table of Contents Settlement assets includes both cash and receivables from card networks.
We received net proceeds, after deducting initial purchasers’ discounts and estimated offering expenses, of approximately $1,088.7 million from the offering of the 2032 Senior Notes. The 2032 Senior Notes mature on August 15, 2032, and accrue interest at a rate of 6.750% per year.
We received net proceeds, after deducting initial purchasers’ discounts and fees, of approximately $547 million from the offering of the New 2032 Senior Notes.
Results of Operations Year ended December 31, 2024 compared to year ended December 31, 2023 Revenues (in millions) 57 Table of Contents Gross revenue increased by $765.8 million, or 30%. Gross revenue is comprised of payments-based revenue and subscription and other revenues.
Gross revenue is comprised of payments-based revenue, TFS revenue and subscription and other revenues. Payments-based revenue increased by $481 million, or 16%, primarily due to: • 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; • our recent acquisitions in 2024 and 2025.
Year Ended December 31, (in millions) 2024 2023 $ Change Interest expense $ (61.8) $ (32.1) $ (29.7) 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.
Year Ended December 31, (in millions) 2025 2024 $ Change Interest expense $ (190) $ (62) $ (128) 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.
Payments-based revenue increased by $604.1 million, or 25%, primarily due to: • 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. • 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.
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. TFS revenue increased by $255 million. TFS revenue is the result of the acquisition of Global Blue in the third quarter of 2025. Subscription and other revenues increased by $113 million, or 33%.
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. Liquidity and Capital Resources Overview We have historically sourced our liquidity requirements primarily with cash flow from operations and, when needed, with debt or equity financing.
Liquidity and Capital Resources Overview 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, 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.
The TRA liability amounted to $369 million as of December 31, 2025, since we concluded that it continues to be probable that we will realize tax benefits associated with the TRA.
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.
This includes the following: • 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; • the noncontrolling interests in certain subsidiaries of Global Blue Group Holding AG; and • the income allocated to third-party shareholders of Vectron common stock prior to the execution of the DPLTA. 64 Table of Contents Comparison of Results for the Year Ended December 31, 2025 and 2024 The following table sets forth the consolidated statements of operations for the periods presented.
None of the specified events for the conversion of the 2025 Convertible Notes occurred as of December 31, 2024. Senior Notes – 2026 Notes In October 2020, Shift4 Payments, LLC and Shift4 Payments Finance Sub, Inc. (together, the “Issuers”) issued an aggregate $450.0 million principal amount of the 2026 Senior Notes.
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. Senior Notes – 2026 Notes 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 Settlement Line is scheduled to mature on September 29, 2025, subject to extensions. As of December 31, 2024, there were $73.2 million of borrowings against the Settlement Line. The borrowings against the Settlement Line have been deposited in an account owned and controlled by Citizens.
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.
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.
We received net proceeds, after deducting initial purchasers’ discounts and fees, of approximately $514 million from the offering of the New 2033 Euro Notes.
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.
See Note 13 to the accompanying consolidated financial statements for more information on the TRA.
The increase in professional expenses was primarily driven by higher acquisition-related costs as compared to the prior year period. Year Ended December 31, (in millions) 2024 2023 $ Change Advertising and marketing expenses $ (21.7) $ (15.1) $ (6.6) The increase in advertising and marketing expenses was primarily due to new sponsorship contracts.
Year Ended December 31, (in millions) 2025 2024 $ Change Advertising and marketing expenses $ (32) $ (22) $ (10) The increase in advertising and marketing expenses was primarily due to incremental brand awareness costs.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+8 added−0 removed0 unchanged
Biggest changeSince these notes bear interest at fixed rates, they do not result in any financial statement risk associated with changes in interest rates. However, the fair value of these notes fluctuates when interest rates change. 67 Table of Contents We also have a Revolving Credit Facility available to us with available borrowing capacity of $450.0 million.
Biggest changeDebt and Interest Expense Risk As of December 31, 2025, we had $3,592 million of fixed rate principal debt outstanding pursuant to the Notes with a fair value of $3,659 million. Since these notes bear interest at fixed rates, they do not result in any financial statement risk associated with changes in interest rates.
As a result, we are exposed to the risk related to fluctuations in interest rates to the extent of our borrowings. As of December 31, 2024, we had no amounts outstanding under the Revolving Credit Facility.
Borrowings under the Credit Facilities bear interest at floating rates. As a result, we are exposed to the risk related to fluctuations in interest rates to the extent of our borrowings. As of December 31, 2025 and 2024, we had no amounts outstanding under the Revolving Credit Facility.
See “Liquidity and Capital Resources” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this Annual Report and Note 11 to the accompanying consolidated financial statements for more information. 68 Table of Contents
See “Liquidity and Capital Resources” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this Annual Report and Note 11 to the accompanying consolidated financial statements for more information. 76 Table of Contents Foreign Currency Risk Economic Exposure As a global company, we face exposure to adverse movements in foreign currency exchange rates.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our future income, cash flows and fair values relevant to financial instruments are subject to risks relating to interest rates. As of December 31, 2024, we had $2,872.5 million of fixed rate principal debt outstanding pursuant to the Notes with a fair value of $3,174.4 million.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our future income, cash flows and fair values relevant to financial instruments are subject to risks relating to interest rates and foreign currencies.
We are obligated to pay interest on loans under the Revolving Credit Facility as well as other customary fees, including an upfront fee and an unused commitment fee based on our debt rating. Borrowings under the Revolving Credit Facility, if any, bear interest at floating rates.
However, the fair value of these notes fluctuates when interest rates change. We also have a Revolving Credit Facility and Term Loan Facility available to us. We are obligated to pay interest on loans under the Revolving Credit Facility and Term Loan Facility, as well as other customary fees, including an unused commitment fee.
Added
As of December 31, 2025, we had $997 million outstanding under the Term Loan Facility. If the applicable SOFR rate were to increase or decrease 25 basis points, our annualized interest expense would increase or decrease by approximately $2 million, respectively.
Added
Our international sales are generally denominated in foreign currencies and this revenue could be materially affected by currency fluctuations. Approximately 21%, 13%, and 4% our revenue was denominated in currencies other than the U.S. dollar for the years ended December 31, 2025, 2024, and 2023, respectively.
Added
Our primary exposures are to fluctuations in exchange rates for the U.S. dollar versus the Euro. The income statements of our non-U.S. operations are translated into U.S. dollars at the average exchange rates for each applicable month in a period.
Added
To the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions generally results in increased revenues, operating expenses and income from operations for our non-U.S. operations. Similarly, our revenues, operating expenses and income from operations will generally decrease for our non-U.S. operations if the U.S. dollar strengthens against foreign currencies.
Added
Changes in currency exchange rates could adversely affect our reported revenues and require us to reduce our prices to remain competitive in foreign markets, which could also have a material adverse effect on our results of operations.
Added
Transaction Exposure Our exposure to foreign currency transaction gains and losses is primarily the result of certain cash balances and receivables due from our foreign subsidiaries and customers being denominated in currencies other than the functional currency of the subsidiary.
Added
Our foreign subsidiaries conduct their businesses in local currency and we generally do not maintain excess U.S. dollar cash balances in foreign accounts. Foreign currency transaction gains and losses are recorded in “Other income (expense), net” in the Consolidated Statements of Operations.
Added
We recognized net foreign currency transaction gains (losses) of approximately ($10 million), $1 million, and ($4 million) for the years ended December 31, 2025, 2024, and 2023, respectively. 77 Table of Contents

Other FOUR 10-K year-over-year comparisons