Noncontrolling Interests

9 Months Ended

Sep. 30, 2025

Non-Redeemable Noncontrolling Interests

Rook

Shift4 Payments, Inc. is the sole managing member of Shift4 Payments, LLC, and consolidates the financial results of Shift4 Payments, LLC. The economic interest in Shift4 Payments, LLC held by Rook amounted to $416.2 million and $187.4 million as of September 30, 2025 and December 31, 2024, respectively, and was recorded as a non-redeemable noncontrolling interest. During the nine months ended September 30, 2025, Shift4 Payments, Inc. received $975.0 million of net proceeds from the issuance of the Preferred Stock, and concurrently, Shift4 Payments, LLC issued Mirror Units to Shift4 Payments, Inc. in exchange for the proceeds from the Preferred Stock. A pro rata portion of the Mirror Units was attributed to the non-redeemable noncontrolling interests. The following table summarizes the ownership of LLC Interests in Shift4 Payments, LLC:


	September 30, 2025			December 31, 2024
	LLC Interests	Ownership %		LLC Interests	Ownership %
Shift4 Payments, Inc.	68,705,550	77.6	%	69,257,131	77.8	%
Rook	19,801,028	22.4	%	19,801,028	22.2	%
Total	88,506,578	100.0	%	89,058,159	100.0	%

Rook has the right to require the Company to redeem its LLC Interests for, at the option of the Company, determined solely by the Company’s independent directors, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each LLC Interest redeemed. In connection with the exercise of the redemption or exchange of LLC Interests, (1) Rook will be required to surrender a number of shares of Class B common stock, which the Company will cancel for no consideration on a one-for-one basis with the number of LLC Interests so redeemed or exchanged and (2) Rook will surrender LLC Interests to Shift4 Payments, LLC for cancellation.

Global Blue

The noncontrolling interests in certain subsidiaries of Global Blue Group Holding AG, a wholly-owned subsidiary of the Company following the recent acquisition, are accounted for as a non-redeemable noncontrolling interest, representing third-party ownership in entities where Global Blue maintains control but holds less than 100% equity interest. The balances were recorded at fair value in purchase accounting. Profits, losses, and other comprehensive income are allocated to noncontrolling interests based on ownership percentages. Certain noncontrolling interest holders own put options to sell their ownership interests to Global Blue, treated as potential liabilities if exercisable. In addition, certain noncontrolling interest holders receive periodic distributions, included within “Distributions to noncontrolling interests” on the unaudited Condensed Consolidated Statements of Cash Flows. The following table summarizes the carrying values and minority ownership of each Global Blue subsidiary in which it holds less than 100% equity interest:


	September 30, 2025
	Noncontrolling Interests Carrying Value		Noncontrolling Ownership %
Global Blue TPS Japan Co Ltd	$	117.0	49	%
Global Blue Lebanon SAL	0.1		45	%
Global Blue Touristik Hizmetler A.Ş.	1.4		40	%
Global Blue Pazarlama Destek ve Teknoloji Hizmetleri A.Ş.	—		40	%
Bahama’s VAT Refund Ltd	0.1		20	%
Global Blue LLC	(0.5)		40	%
Total	$	118.1

For the three months ended September 30, 2025, net income attributable to the Global Blue non-redeemable noncontrolling interests amounted to $1.7 million, and distributions amounted to $0.1 million.

Redeemable Noncontrolling Interests

In June 2024, the Company acquired a majority stake in Vectron, a German corporation providing POS systems, POS software, and digital and cloud-based services worldwide. As of September 30, 2025, the Company owned approximately 75% of Vectron’s common stock. The acquisition was accounted for as a business combination under ASC 805. The Company consolidates 100% of Vectron’s assets, liabilities, revenues and expenses.

In March 2025, Arrow HoldCo GmbH (“Arrow HoldCo”), a wholly owned indirect subsidiary of the Company, and Vectron agreed on a final draft of the DPLTA between Arrow HoldCo, as the controlling company, and Vectron, as the controlled company. The DPLTA was approved and became effective in June 2025, at which time the Company reclassified the 25% economic interest in Vectron not held by the Company from “Non-redeemable noncontrolling interests” to “Redeemable noncontrolling interests” on its unaudited Condensed Consolidated Balance Sheets.

The 25% economic interest in Vectron not held by the Company amounted to $28.0 million and $23.7 million as of September 30, 2025 and December 31, 2024, respectively. Prior to the DPLTA becoming effective, the noncontrolling interest was calculated as the number of shares of Vectron’s common stock not owned by the Company multiplied by the price per share of Vectron’s common stock as of the acquisition date, adjusted by the portion of Vectron’s net income not attributable to the Company. As of September 30, 2025, the redeemable noncontrolling interest was calculated as the redemption amount of the shares not owned by the Company, plus accrued dividends.

Under the DPLTA, each minority shareholder of Vectron was granted the right to tender their shares for a cash redemption payment of €10.93 per share at any time. As this redemption right is outside the control of the Company, the related noncontrolling interest was reclassified to “Redeemable noncontrolling interests”, which is presented in the mezzanine section of the unaudited Condensed Consolidated Balance Sheets between liabilities and equity. The redeemable noncontrolling interests is measured at the greater of the redemption value or adjusted carrying amount, and is subject to foreign currency translation adjustments and periodic accretion to its redemption amount.

In addition, the DPLTA entitles minority shareholders who do not redeem their shares to receive an annual guaranteed dividend of €0.47 gross (€0.40 net) per share. This fixed, non-discretionary payment qualifies as a participating security preference and is treated as a reduction to net income attributable to common stockholders. Although the dividend is legally paid on an annual basis, this obligation is required to be accrued on a straight-line basis beginning on the registration date.

Furthermore, under German corporate law, the adequacy of the redemption amount and guaranteed dividend is subject to potential appraisal proceedings, in which courts may determine that higher amounts are owed to minority shareholders. If such proceedings result in increased compensation, the Company may be required to make additional payments, including statutory interest. As of September 30, 2025, the ultimate outcome and financial impact of any such proceedings is not reasonably estimable, and no liability has been recorded. The following table summarizes the Company’s redeemable noncontrolling interests as of September 30, 2025:


	Nine Months Ended September 30,
	2025
Balance as of January 1, 2025	$	—
Reclassification from non-redeemable noncontrolling interests	27.8
Redemption of redeemable noncontrolling interests	(0.3)

Dividends accrued	0.1
Foreign exchange impact	0.4
Balance as of September 30, 2025	$	28.0