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v3.25.3

Debt | 9 Months Ended
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Sep. 30, 2025
Debt Disclosure [Abstract] |
Debt | Debt The Company’s outstanding debt consisted of the following:
|  | Maturity |  | Effective Interest Rate |  | September 30, 2025 |  | December 31, 2024
6.750% Senior Notes due 2032 ("2032 Senior Notes") |  | August 15, 2032 |  | 6.90% |  | $ | 1,650.0 |  |  | $ | 1,100.0 |
Term Loan B due 2032 ("Term Loan") |  | July 3, 2032 |  | 6.72% |  | 1,000.0 |  |  | — |
5.500% Senior Notes due 2033 (“2033 Euro Notes”) |  | May 15, 2033 |  | 5.68% |  | 798.1 |  |  | — |
Convertible Senior Notes due 2025 ("2025 Convertible Notes") |  | December 15, 2025 |  | 0.49% |  | 690.0 |  |  | 690.0 |
Convertible Senior Notes due 2027 ("2027 Convertible Notes") |  | August 1, 2027 |  | 0.90% |  | 632.5 |  |  | 632.5 |
4.625% Senior Notes due 2026 ("2026 Senior Notes") |  | November 1, 2026 |  | 5.13% |  | — |  |  | 450.0 |
Total debt principal |  |  |  |  |  | 4,770.6 |  |  | 2,872.5 |
Less: Unamortized capitalized financing fees |  |  |  |  |  | (54.0) |  |  | (31.5) |
Plus: Unamortized premium |  |  |  |  |  | 2.6 |  |  | — |
Total debt |  |  |  |  |  | $ | 4,719.2 |  |  | $ | 2,841.0 |
Current portion of debt |  |  |  |  |  | $ | 699.4 |  |  | $ | 686.9 |
Long-term debt |  |  |  |  |  | 4,019.8 |  |  | 2,154.1 |
Total debt |  |  |  |  |  | $ | 4,719.2 |  |  | $ | 2,841.0 |
Amortization of capitalized financing fees and accretion of debt premiums are included within “Interest expense” in the Company’s unaudited Condensed Consolidated Statements of Operations. Amortization expense for capitalized financing fees, net of premium accretion, was $2.9 million and $11.8 million for the three and nine months ended September 30, 2025, respectively, and $2.5 million and $6.6 million for the three and nine months ended September 30, 2024, respectively. Future principal payments As of September 30, 2025, future principal payments associated with the Company’s debt were as follows:
2025 |  | $ | 692.5 |
2026 |  | 10.0 |
2027 |  | 642.5 |
Thereafter |  | 3,425.6 |
Total |  | $ | 4,770.6 |
Senior Notes due 2032 In August 2024, Shift4 Payments, LLC and Shift4 Payments Finance Sub, Inc. (together, the “Issuers”), subsidiaries of the Company, issued an aggregate of $1.1 billion principal amount of 6.750% Senior Notes due 2032 (the “Existing 2032 Notes”). In May 2025, the Issuers issued an additional $550.0 million aggregate principal amount of 6.750% Senior Notes due 2032 (the “New 2032 Notes” and together with the Existing 2032 Notes, the “2032 Senior Notes”). The New 2032 Notes were issued as additional notes under the same indenture governing the Existing 2032 Notes, and both series are treated as a single class of debt having identical terms other than issue date and issue price. The $1.65 billion of 2032 Senior Notes mature on August 15, 2032 and accrue interest at a rate of 6.750% per year. Interest is payable semi-annually on February 15 and August 15 of each year, commencing February 15, 2025 for the Existing 2032 Notes and August 15, 2025 for the New 2032 Notes, and are redeemable at the Issuers’ option subject to customary terms. The Company received $9.4 million of prepaid interest from purchasers of the New 2032 Notes due to issuance mid-interest period, which was recorded as an operating cash inflow upon receipt and was repaid in August 2025. Euro Notes due 2033 In May 2025, the Issuers issued €680.0 million aggregate principal amount of 2033 Euro Notes. These notes were offered and sold in a private placement to qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons pursuant to Regulation S under the Securities Act of 1933, as amended. The 2033 Euro Notes are senior unsecured obligations of the Issuers and are jointly and severally guaranteed on a senior unsecured basis by certain of the Company’s existing and future domestic restricted subsidiaries. The 2033 Euro Notes mature on May 15, 2033 and accrue interest at a rate of 5.50% per year. Interest is payable semi-annually on May 15 and November 15 of each year, beginning on November 15, 2025. The 2033 Euro Notes were issued pursuant to a separate indenture and are governed by substantially similar terms as the Company’s other senior notes. Credit F acilities In September 2024, Shift4 Payments, LLC entered into a Second Amended and Restated First Lien Credit Agreement (the “Original Credit Agreement”), among Shift4 Payments, LLC, as the borrower, Goldman Sachs Bank USA (“GS”), as administrative agent and collateral agent, and the lenders party thereto, providing for a $450.0 million senior secured revolving credit facility (“Revolving Credit Facility”), $112.5 million of which was originally available for the issuance of letters of credit. In March 2025, Shift4 Payments, LLC entered into an amendment to the Original Credit Agreement (the “First Amendment” and, the Original Credit Agreement, as amended by the First Amendment, the “Existing Credit Agreement”), with GS and the lenders party thereto, pursuant to which, among other things, the Original Credit Agreement was amended to (i) permit the consummation of the transactions contemplated by the Transaction Agreement and (ii) permit the incurrence and/or issuance of the Bridge Facilities (as defined below) and/or certain other permanent financing issued in lieu thereof or to refinance the loans thereunder. On June 30, 2025 (the “Second Amendment Effective Date”), Shift4 Payments, LLC entered into an Amendment No. 2 to its Second Amended and Restated First Lien Credit Agreement (the “Second Amendment” and, the Existing Credit Agreement, as amended or as amended, restated, supplemented or otherwise modified from time to time, including by the Second Amendment, the “Credit Agreement”), with GS, the lenders party thereto, and certain subsidiary guarantors party thereto, pursuant to which, among other things, the Existing Credit Agreement was amended to (i) increase commitments under the Company’s senior secured revolving credit facility from $450.0 million to $550.0 million (the “Revolving Credit Facility Increase”), up to $137.5 million of which is available for the issuance of letters of credit and up to $50.0 million of which is available for swing line loans, (ii) provide for a senior secured term loan facility in an aggregate principal amount of $1,000.0 million (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Credit Facilities”), and (iii) amend the financial covenant, certain financial definitions and certain other covenants and provisions thereunder. Borrowings under the facility are available in U.S. Dollars, Euros, and certain other agreed-upon currencies. Pursuant to the Second Amendment, the effectiveness of certain amendments to the Existing Credit Agreement, the establishment and initial funding of the Term Loan Facility, and the establishment and availability of the Revolving Facility Increase occurred on July 3, 2025 (the “Second Amendment Closing Date”), upon the satisfaction of certain customary closing conditions, including the occurrence of the Acceptance Time under the Transaction Agreement. Borrowings under the Credit Facilities bear interest at a rate per annum equal to, at Shift4 Payments, LLC’s option: (i) a term SOFR-based rate for U.S. Dollar denominated loans under the Credit Facilities (subject to a 0.0% floor), plus an applicable margin of (x) 2.75% in the case of the Term Loan Facility, and (y) 2.00% in the case of the Revolving Credit Facility; (ii) an alternate base rate for U.S. 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) 1.75% 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%. The applicable margins under the Term Loan Facility are subject to one 0.25% stepdown, based on the total net leverage ratio of Shift4 Payments, LLC as of the last day of the most recently ended fiscal quarter, measured on a trailing four-quarter basis. The Term Loan Facility is repayable in quarterly installments (commencing on December 31, 2025) in an amount equal to 0.25% of the initial principal amount of the Term Loan Facility, with the balance payable on the maturity date thereof. The Revolving Credit Facility does not amortize, and the entire outstanding principal amount (if any) of the Revolving Credit Facility is due and payable on the maturity date thereof. The Term Loan Facility is scheduled to mature on July 3, 2032, and the Revolving Credit Facility is scheduled to mature on September 5, 2029. As of September 30, 2025, there were no borrowings outstanding under the Revolving Credit Facility, and borrowing capacity on the Revolving Credit Facility was $550.0 million. Redemption of 2026 Notes During the second quarter of 2025, the Company repaid in full its outstanding $450.0 million of 4.625% Senior Notes due 2026 (the “2026 Notes”). As a result of this prepayment, the Company recognized a $3.1 million loss on debt extinguishment attributable to the write-off of unamortized deferred financing costs. 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. (“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”). The Settlement Line provides financing for certain settlement obligations of Shift4 Payments, LLC’s merchants. In September 2025, Shift4 Payments, LLC entered into Amendment No. 1 to the Settlement Line Agreement which, among other things, extended the maturity date to September 28, 2026 and increased the aggregate available amount from $100.0 million to $125.0 million. As of September 30, 2025, the Settlement Line was fully utilized. Th e borrowings against the Settlement Line have been deposited in an account owned and controlled by Citizens. The deposit and borrowing have been netted on the Company’s unaudited Condensed Consolidated Balance Sheets because a right of offset exists and the parties intend to net settle. Debt Commitment Letter In February 2025, the Company entered into a transaction agreement (the “Transaction Agreement”) with Global Blue and, from and after its execution and delivery of a joinder thereto on February 25, 2025, GT Holding 1 GmbH, a Swiss limited liability company and indirect wholly owned subsidiary of the Company (“Merger Sub”). The Transaction Agreement sets forth the terms and conditions under which the Company agreed to acquire Global Blue through a cash tender offer for all of its publicly held shares. I n February 2025, in connection with the Transaction Agreement, Shift4 Payments, LLC entered into a commitment letter (the “Debt Commitment Letter”) with GS, pursuant to which GS committed to provide Shift4 Payments, LLC with bridge loan facilities in an aggregate principal amount of $1.795 billion (the “Bridge Facilities”). Because Shift4 raised the capital required to acquire Global Blue through other means, Shift4 Payments, LLC did not utilize any amount of the Bridge Facilities, resulting in a $9.2 million writeoff of unamortized upfront fees paid to enter into the Debt Commitment Letter, which is included in “Loss on extinguishment of debt” on the Company’s unaudited Condensed Consolidated Statements of Operations. Restrictions and Covenants The 2025 Convertible Notes, 2027 Convertible Notes, 2032 Senior Notes, 2033 Euro Notes (collectively, the “Notes”) and the Credit Facilities include certain restrictions on the ability of Shift4 Payments, LLC to make loans, advances, or pay dividends to Shift4 Payments, Inc. As of September 30, 2025 and December 31, 2024, the Company was in compliance with all financial covenants under its debt agreements.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8A -Publisher FASB -URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A Reference 2: http://www.xbrl.org/2003/role/disclosureRef 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