Every material Form 8-K Shift4 has filed with the SEC since May 16, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Shift4 Payments reported Q3 2026 gross revenue of $1,319 million, up 12% year over year, and net income of $40 million, or $0.37 per diluted share. The company cut its full-year 2026 guidance for gross revenue less network fees to $2.45 billion to $2.46 billion and for Adjusted EBITDA to $1.11 billion to $1.13 billion, about 4% and 6% below its original outlook, while affirming Adjusted Free Cash Flow of $465 million to $475 million.
Q3 2026 gross revenue was $1,319 million, up 12% year over year; gross revenue less network fees was $648 million, up 10%.
Q3 2026 net income was $40 million; Adjusted EBITDA was $310 million, up 6% year over year.
Full-year 2026 guidance: gross revenue less network fees lowered to $2.45 billion to $2.46 billion; Adjusted EBITDA lowered to $1.11 billion to $1.13 billion; Volume set at $240 billion to $250 billion.
Adjusted Free Cash Flow for Q3 2026 was $200 million, and full-year Adjusted Free Cash Flow guidance of $465 million to $475 million was affirmed.
Shift4 Payments reported second-quarter 2026 gross revenue of $1,295 million, up 34% year over year, but net income fell to $24 million from $41 million a year earlier. The company lowered the midpoint of its full-year 2026 gross revenue less network fees guidance by about 200 basis points, citing roughly $25 million of Middle East-related travel disruption and about $20 million of foreign exchange translation impact.
Q2 2026 gross revenue was $1,295 million (+34% YoY); gross revenue less network fees was $624 million (+51% YoY, +11% organic).
Net income was $24 million, or $0.08 per Class A share; non-GAAP EPS was $1.32. Adjusted EBITDA was $284 million (+39% YoY).
Net cash from operating activities was $63 million (-56% YoY) and Adjusted Free Cash Flow was $21 million (-82% YoY).
Full-year 2026 gross revenue less network fees guidance is now $2.48 billion to $2.53 billion, with the midpoint lowered about 200 basis points.
Shift4 Payments disclosed that on July 8, 2026, a subsidiary entered into Amendment No. 4 to its first lien credit agreement, adding a $1.0 billion incremental senior secured term loan and extending the revolving credit facility maturity to July 8, 2031. As of July 8, 2026, outstanding term loan borrowings totaled $1,995,006,250 and revolving borrowings were $0, so the change increases the company's secured debt load while pushing out revolver maturity.
Incremental $1.0 billion senior secured term loan, fungible with existing Amendment No. 3 Refinancing Term Loans
Revolving credit facility maturity extended to July 8, 2031
Outstanding term loan borrowings of $1,995,006,250 and no revolving loans outstanding as of July 8, 2026
Proceeds to pay transaction fees and costs and for general corporate purposes
Shift4 Payments reported first-quarter 2026 results, with gross revenue of $1.1 billion, up 32% year over year, and gross profit of $370 million, up 54%. The company reported a net income of $12 million, or a loss of $(0.01) per share on a GAAP basis, and left its full-year 2026 guidance unchanged while adding guidance for the coming quarters.
Gross revenue of $1,121 million, up 32% from Q1 2025; gross revenue less network fees of $549 million, up 49% (11% organic)
Net income of $12 million; GAAP net loss per Class A and C share of $(0.01); non-GAAP EPS of $0.97
Adjusted EBITDA of $234 million, up 39%; Adjusted Free Cash Flow of $88 million, up 26%
Full-year 2026 guidance left unchanged, including Adjusted EBITDA of $1.165 billion to $1.215 billion; new guidance introduced for the upcoming three quarters
Shift4 Payments disclosed that Chief Accounting Officer James Whalen will leave the company effective April 3, 2026, to take a Chief Accounting Officer role at a company outside the fintech industry. The company said the departure was not related to any disagreement or to its operations, policies or practices, and that Chief Financial Officer Christopher N. Cruz will become principal accounting officer with Filippos Mintiloglitis as interim Chief Accounting Officer.
James ("Jay") Whalen announced his resignation on March 3, 2026; his last day is effective April 3, 2026.
Christopher N. Cruz, Chief Financial Officer, will be designated principal accounting officer on the effective date.
Filippos Mintiloglitis will serve as interim Chief Accounting Officer, and CEO Taylor Lauber cited his prior role in Global Blue's public company reporting.
Shift4 Payments reported fourth-quarter and full-year 2025 results, with Q4 gross revenue of $1,189 million (up 34%), gross profit of $429 million (up 58%), and gross revenue less network fees of $610 million (up 51%). The company also introduced 2026 guidance calling for 26%-31% gross revenue less network fee growth, while GAAP net income was $53 million and GAAP diluted EPS was $0.36 for the quarter.
Q4 2025 gross revenue less network fees of $610 million, up 51% from Q4 2024
Q4 2025 net income of $53 million; GAAP diluted EPS of $0.36; non-GAAP EPS of $1.60
Q4 2025 Adjusted EBITDA of $304 million, up 48%, with a 50% Adjusted EBITDA margin
2026 guidance calls for 26%-31% gross revenue less network fee growth
Shift4 Payments entered a Transaction Agreement dated February 7, 2026 with Jared Isaacman, Shift4 LLC and Rook Holdings to collapse its Up-C structure through a taxable exchange. The company says the deal relieves it of an estimated $440 million of future tax receivable agreement payments and removes a stockholder with majority voting power. Isaacman, who resigned as Executive Chairman after becoming NASA Administrator, received $191.8 million in value under the agreement.
Transaction Agreement dated February 7, 2026; Isaacman was sworn in as NASA Administrator on December 18, 2025 and resigned as Executive Chairman.
Company expects to be relieved of an estimated $440 million of future TRA payments and gains assignment of Rook's TRA rights.
Isaacman received $191.8 million in value: about $138.8 million in cash, 423,296 mandatory convertible preferred shares, and deemed satisfaction of an equity funding obligation.
Isaacman agreed to a five-year non-compete with the company.
On January 5, 2026, subsidiary Shift4, LLC amended its First Lien Credit Agreement to replace all outstanding term loans with new Amendment No. 3 Refinancing Term Loans. The interest rate margins on those loans fell, which lowers the borrowing cost on the company's term debt. As of January 5, 2026, $997.5 million of these term loans was outstanding and the revolving loans were undrawn.
Amendment No. 3 was entered into January 5, 2026, with Goldman Sachs Bank USA as administrative agent
SOFR-based term loan margin cut from 2.50%-2.75% to 2.00% per annum
Alternate base rate loan margin cut from 1.50%-1.75% to 1.00% per annum
$997.5 million of refinancing term loans outstanding; $0 drawn on revolving loans
Shift4 Payments said Executive Chairman Jared Isaacman resigned from the board after being sworn in as NASA Administrator on December 18, 2025, and Taylor Lauber was appointed Chairman. Isaacman's agreement with the U.S. Office of Government Ethics also calls for him to vote about 25% of his affiliated voting power under a letter agreement, and he plans to collapse the company's Up-C structure within 60 days, which would end the company's status as a controlled company under NYSE rules.
Isaacman was sworn in as NASA's 15th Administrator on December 18, 2025, after a Senate confirmation vote on December 17, 2025.
Taylor Lauber was appointed Chairman of the Board, effective upon Isaacman's confirmation.
Isaacman has represented he intends to convert his equity units and Class B and Class C shares into Class A shares and terminate the Tax Receivable Agreement within 60 days.
Shift4 will no longer be a controlled company under NYSE governance standards as a result of these transactions.
Shift4 Payments' subsidiaries completed a €435 million add-on sale of 5.500% senior notes due May 15, 2033, bringing total notes of that series to €1.115 billion. The filing says net proceeds of about $507.0 million are for general corporate purposes, including debt repayment, acquisitions, growth and possible share repurchases. The filing does not disclose operating results, and the added debt increases the company's debt obligations.
Issue size: €435 million aggregate principal of 5.500% Senior Notes due May 15, 2033, sold December 8, 2025
Net proceeds: approximately $507.0 million after initial purchasers' discounts and estimated offering expenses
Existing notes: €680 million of the same series issued May 16, 2025; the new notes are treated as a single class with them
Issuer may redeem before May 15, 2028 at make-whole premium; holders may require repurchase at 101% upon a Change of Control
Shift4 Payments reported third-quarter 2025 results for the period ended September 30, 2025, with gross revenue of $1,176.9 million, up 29% from a year earlier, and gross profit of $409.6 million, up 62%. GAAP net income was $33.4 million, or $0.17 per diluted share, while non-GAAP EPS was $1.47. The board also authorized a new $1 billion stock repurchase program, which the CEO described as the largest in the company's history.
Gross revenue of $1,176.9 million, up 29% from Q3 2024; gross revenue less network fees of $589.2 million, up 61%
GAAP net income of $33.4 million; GAAP diluted EPS of $0.17; non-GAAP EPS of $1.47
Adjusted EBITDA of $292.1 million, a 50% margin; net cash from operating activities of $171.8 million
New $1 billion stock repurchase program; management said the company remains on track for its medium-term growth guidance of over 30% compound annual growth
Shift4 Payments' subsidiary Shift4 Payments, LLC signed Amendment No. 1 to its Settlement Line Credit Agreement with Citizens Bank, N.A., effective September 29, 2025. The amendment increases the available settlement line by $25.0 million to up to $125.0 million and extends its scheduled maturity to September 28, 2026. The filing describes the change as an expansion and extension of existing credit, with the guarantee and collateral provisions unchanged.
Available amount increased by $25.0 million, from $100.0 million to up to $125.0 million
Scheduled maturity extended to September 28, 2026, subject to further extensions under certain circumstances
Amendment dated September 26, 2025, effective September 29, 2025, after customary conditions were met
Guarantee and collateral provisions remain in effect
On August 18, 2025, Shift4 completed a squeeze-out merger of Global Blue, which had been subject to Shift4's tender offer completed July 3, 2025. Global Blue merged into a Shift4 wholly owned subsidiary, and its remaining shares were converted into the right to receive cash. Global Blue's shares are being delisted from the NYSE and deregistered with the SEC, so public shareholders no longer hold a listed stake in the company.
Merger consummated August 18, 2025; Global Blue merged with and into Merger Sub, a wholly owned Shift4 subsidiary.
Shift4 owned 97.37% of Global Blue shares following the tender offer completed July 3, 2025.
The remaining 2.63% of shares were converted into the right to receive $7.50 per common share in cash, subject to applicable withholding taxes.
Global Blue shares were suspended from NYSE trading before market open on August 18, 2025; Form 15 deregistration filing is planned.
Shift4 Payments said the cash tender offer for Global Blue Group Holding AG expired on July 2, 2025, with about 97.37% of Global Blue's outstanding shares validly tendered, satisfying the minimum condition, and its subsidiary accepted those shares for payment. To help finance the deal, Shift4 Payments, LLC amended its credit agreement, adding a $1.0 billion senior secured term loan and a $100 million revolving credit increase, effective July 3, 2025.
Offer expired at 11:59 p.m. New York City time on July 2, 2025; 233,862,778 Global Blue shares were validly tendered.
Offer prices were $7.50 per common share, $10.00 per Series A share and $11.81 per Series B share, paid in cash.
New $1.0 billion term loan facility matures July 3, 2032, priced at term SOFR plus 2.75%, and partly funded the transaction.
Revolving credit facility increased by $100 million to $550 million and matures September 5, 2029.
Shift4 Payments announced that CEO Jared Isaacman has resigned, effective June 5, 2025, and will serve as Executive Chairman, remaining an executive officer and Class I board member. President Taylor Lauber becomes CEO and joins the board, which the company says reflects previously announced succession planning. The filing also says the planned Up-C collapse and tax receivable agreement changes have terminated because a U.S. Senate condition was not met.
Jared Isaacman resigned as CEO effective June 5, 2025, and becomes Executive Chairman
Taylor Lauber, previously President, appointed CEO and Class I director, term to expire at the 2027 annual meeting
Restructuring Transaction Agreement with Isaacman and Rook terminated automatically after a Senate ratification condition was not met
Isaacman's letter states Mr. Lauber's appointment and the Global Blue deal are proceeding, with the Global Blue transaction described as nearing close
Shift4 subsidiaries completed the sale of €680 million of 5.500% senior notes due 2033 and $550 million of 6.750% senior notes due 2032, with net proceeds of approximately $1,281.7 million. The company says the proceeds, a planned secured term loan B and mandatory convertible preferred stock will fund part of the cash consideration for the Global Blue merger, redeem 4.625% notes due 2026, and support general corporate purposes.
Net proceeds of approximately $1,281.7 million after initial purchasers' discounts and estimated offering expenses
Euro Notes: €680 million, 5.500%, mature May 15, 2033; New 2032 Notes: $550 million, 6.750%, mature August 15, 2032, issued as add-ons to $1,100 million of existing 2032 Notes
If the Global Blue merger is not completed by September 30, 2025 (or February 16, 2026 if extended), the Euro Notes must be redeemed at 101% of principal
The company says there can be no assurance the Term Loan B will be completed on the anticipated terms or at all
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