Organization, Basis of Presentation and Significant Accounting Policies

3 Months Ended

Mar. 31, 2026

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Basis of Presentation and Significant Accounting Policies

Organization

Shift4 Payments, Inc. (“Shift4 Payments” or “the Company”) was incorporated in Delaware in order to carry on the business of Shift4 Payments, LLC and its consolidated subsidiaries. The Company is a leading independent provider of software and payment processing solutions in the United States (“U.S.”) based on total volume of payments processed, as well as a global leader in tax-free shopping (“TFS”).

Basis of Presentation

The accompanying interim condensed consolidated financial statements of the Company are unaudited and have been prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. These financial statements do not include all information and footnotes required by U.S. GAAP for complete financial statements. The December 31, 2025 Condensed Consolidated Balance Sheet was derived from audited financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments consisting only of normal recurring adjustments necessary to state fairly the financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP applicable to interim periods. The results of operations for the interim periods presented are not necessarily indicative of results for the full year or future periods. These unaudited condensed consolidated financial statements and the related notes thereto should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the fiscal year ended December 31, 2025, as disclosed in the Company’s 2025 Form 10-K.

The unaudited condensed consolidated financial statements include the accounts of Shift4 Payments, Inc. and its wholly-owned subsidiaries. Shift4 Payments, Inc. consolidates the financial results of Shift4 Payments, LLC, which was considered a variable interest entity prior to the Up-C Collapse (as defined below). Subsequent to the Up-C Collapse, Shift4 Payments, Inc. is the sole beneficiary and managing member of Shift4 Payments, LLC. All intercompany balances and transactions have been eliminated in consolidation.

The assets and liabilities of Shift4 Payments, LLC represent substantially all of the consolidated assets and liabilities of Shift4 Payments, Inc. with the exception of certain cash balances, amounts payable under the Tax Receivable Agreement (“TRA”), $633 million of 2027 Convertible Notes, and 10,423,296 shares (representing approximately $1.0 billion initial liquidation preference) of Series A Mandatory Convertible Preferred Stock that are held by Shift4 Payments, Inc. directly. As of March 31, 2026 and December 31, 2025, an immaterial amount and $133 million of cash, respectively, was directly held by Shift4 Payments, Inc. As of March 31, 2026 and December 31, 2025, the TRA liability was $247 million and $369 million, respectively. On February 7, 2026, the Company entered into a Transaction Agreement with Shift Payments, LLC, Jared Isaacman, the Company’s founder, former Chief Executive Officer, and former Executive Chairman (“Founder”), and Rook Holdings Inc. (“Rook”), a corporation wholly-owned by the Founder and for which the Founder is the sole stockholder, (the “Transaction Agreement”) to effect, among other things, the collapse of its former “Up-C” structure (the “Up-C Collapse”) via a taxable exchange, and the assignment and waiver of Rook’s rights under the TRA to the Company (the “Simplification Transactions”). In connection with the issuance of the 2027 Convertible Notes, Shift4 Payments, Inc. entered into Intercompany Convertible Notes with Shift4 Payments, LLC, whereby Shift4 Payments, Inc. contributed the proceeds from the issuance of the 2027 Convertible Notes to Shift4 Payments, LLC in the amount of $633 million. In connection with the issuances of the Series A Mandatory Convertible Preferred Stock, Shift4 Payments, Inc. received issuances of 10,423,296 units of Series A Mandatory Convertible Preferred Mirror Units (“Mirror Units”) from Shift4 Payments, LLC, in exchange for Shift4 Payments, Inc. contributing the proceeds from the issuance of the Series A Mandatory Convertible Preferred Stock to Shift4 Payments, LLC in the amount of approximately $1.0 billion. Shift4 Payments, Inc., which was incorporated on November 5, 2019, has not had any material operations on a standalone basis since its inception, and all of the operations of the Company are carried out by Shift4 Payments, LLC and its subsidiaries.

Change in Presentation of Financial Information

All amounts in the accompanying unaudited condensed consolidated financial statements and notes thereto are presented in millions of U.S. dollars, rounded to the nearest whole million, except per share amounts, percentages, and where otherwise noted.

Change in Presentation of Earnings per Share

In prior periods, the Company presented basic and diluted net income per share separately for Class A and Class C common stock. In the current period, the Company elected to present a single net income per share amount for these classes as they have identical economic rights. Prior period amounts have been conformed to the current presentation.

Change in Presentation of Consolidated Balance Sheets

Prior period balances have been adjusted to present “Residual commission buyouts, net” within the line item “Other intangible assets, net” on the Company’s unaudited Condensed Consolidated Balance Sheets to conform to the current period presentation.

Prior period balances have been adjusted to present “Collateral held by the card networks” within the line item “Other noncurrent assets” on the Company’s unaudited Condensed Consolidated Balance Sheets to conform to the current period presentation.

Prior period balances have been adjusted to present “Deferred revenue” within the line item “Accrued expenses and other current liabilities” on the Company’s unaudited Condensed Consolidated Balance Sheets to conform to the current period presentation.

Change in Presentation of Consolidated Statement of Cash Flows

Prior period balances have been adjusted to present “Deferred revenue” within the line item “Accrued expenses and other liabilities” on the Company’s unaudited Condensed Consolidated Statement of Cash Flows to conform to the current period presentation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s unaudited condensed consolidated financial statements and accompanying notes. Significant estimates inherent in the preparation of the accompanying unaudited condensed consolidated financial statements include estimates of fair value of acquired assets and liabilities through business combinations, fair value of contingent liabilities related to earnout payments, deferred income tax valuation allowances, amounts associated with the Company’s tax receivable agreement with Rook and certain affiliates of Searchlight Capital Partners, L.P. (together, the “Continuing Equity Owners”), allowance for doubtful accounts, income taxes, and non-redeemable noncontrolling interests. Estimates are based on past experience and other considerations reasonable under the circumstances. Actual results may differ from these estimates.

Significant Accounting Policies

The Company’s significant accounting policies are discussed in the 2025 Form 10-K. There have been no significant changes to these policies which have had a material impact on the Company’s unaudited condensed consolidated financial statements and related notes during the three months ended March 31, 2026.

Cash and Cash Equivalents

The following table provides a reconciliation between cash and cash equivalents on the unaudited Condensed Consolidated Balance Sheets and the unaudited Condensed Consolidated Statements of Cash Flows:


	March 31, 2026		December 31, 2025
Cash and cash equivalents	$	473	$	964
Cash and cash equivalents included in Settlement assets	450		221
Total cash and cash equivalents on the unaudited Condensed Consolidated Statements of Cash Flows	$	923	$	1,185

Net Investment Hedge

The Company is exposed to foreign currency risk primarily from its net investment in foreign subsidiaries whose functional currencies are different from the U.S. dollar. To manage this exposure and mitigate the impact of foreign currency fluctuations on the Company’s condensed consolidated financial statements, the Company has designated its €1.1 billion (or $1.3 billion in U.S. dollars) of Euro-denominated 5.50% Senior Notes due 2033 as a net investment hedge in accordance with ASC 815, Derivatives and Hedging. This hedge is intended to offset changes in the carrying amount of the Company’s net investment in Global Blue attributable to foreign currency exchange rate movements. The change in the fair value of the 2033 Euro Notes attributable to changes in the spot foreign exchange rate is recorded in accumulated other comprehensive income to offset the translation adjustment arising from the hedged net investment in Global Blue. During the three months ended March 31, 2026, the amount recorded to accumulated other comprehensive income related to its net investment hedge amounted to $26 million.

The Company assesses hedge effectiveness based on changes in the spot rate between the U.S. dollar and the Euro on the notional amount of the debt compared with changes in the spot rate applied to the carrying amount of the net investment. The hedging relationship has been deemed highly effective during all periods presented.

Accounts Receivable Factoring

A portion of the Company’s TFS operation in Europe is party to a factoring agreement to sell certain receivables to an unrelated third-party financial institution on a non-recourse basis. These transactions are accounted for in accordance with ASC Topic 860, Transfers and Servicing, and result in a derecognition in accounts receivable because the factoring agreement transfers effective control over the receivables, and related risk, to the buyer. The Company’s only continuing involvement with the sold receivables is providing collection services related to the transferred assets. In addition, the Company has an ongoing obligation to repurchase receivables in the event of representation or warranty violations or other disputes. Cash received from the factoring agreement is recorded as an increase to cash and a reduction to accounts receivable in the Condensed Consolidated Balance Sheets, and presented through the change in accounts receivable within operating activities in the Condensed Consolidated Statements of Cash Flows. Factoring interest and fees are included in “General and administrative expenses” in the Condensed Consolidated Statements of Operations.

The Company factored approximately $75 million of receivables during the three months ended March 31, 2026.

Recent Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses, which requires additional disclosure of certain amounts included in the expense captions presented on the Statements of Operations as well as disclosures about selling expenses. ASU 2024-03 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. Besides the additional disclosures noted above, the Company does not believe ASU 2024-03 will have a significant impact on its financial statement disclosures.