Shift4 Payments Inc SEC Filings

Shift4 Payments completed its acquisition of Global Blue Group Holding AG via an offer and a subsequent squeeze-out merger. Under the Merger Agreement, Global Blue merged into Merger Sub, which continues as a wholly owned subsidiary of Shift4, and non-tendered Global Blue shares were cancelled and converted into the applicable offer consideration without interest. A joint press release dated August 18, 2025 was issued. The filing includes standard forward-looking statements disclaimers noting risks including competition, international expansion and foreign exchange exposure, and potential integration challenges, and refers investors to Shift4's prior SEC filings for further risk factors.

Shift4 Payments, Inc. (FOUR) filed a Form 144 notifying the proposed sale of 794 shares of Class A common stock through Merrill Lynch on the NYSE, with an aggregate market value of $71,376.63 and an approximate sale date of 08/15/2025. The filing discloses that 455 of the shares were acquired on 02/28/2025 and 339 shares on 08/12/2025, both from vesting of restricted stock unit awards granted under the issuer's equity compensation plan. The filer reports no securities sold in the past three months and includes the standard certification that they are unaware of undisclosed material adverse information about the issuer.

Durable Capital Partners LP reported beneficial ownership of 6,665,443 shares of Shift4 Payments, Inc. (Class A common stock), representing 9.9% of the outstanding Class A shares based on 67,471,184 shares outstanding as of April 22, 2025. The filing states Durable Capital Master Fund LP directly holds the shares and Durable Capital Partners LP, as investment adviser, has sole voting and dispositive power. The reporting person is organized in Delaware and lists principal offices in Bethesda, Maryland. The filing is an amendment to Schedule 13G and includes a certification that the shares are held in the ordinary course of business.

Jared Isaacman, Executive Chairman, Director and indicated 10% owner of Shift4 Payments (FOUR), purchased a total of 196,426 shares of Class A common stock across two transactions. On 08/08/2025 he acquired 91,721 shares at a weighted-average price of $81.9021 (individual trades ranged $81.3723–$82.3267). On 08/11/2025 he acquired 104,705 shares at a weighted-average price of $83.6067 (individual trades ranged $83.20–$83.9902).

Following these purchases the reporting person’s direct beneficial ownership increased to 939,715 shares. The Form 4 discloses no derivative transactions; the purchases are reported as direct holdings.

Shift4 Payments reported that Christopher Nestor Cruz resigned from the company’s Board of Directors effective August 5, 2025 and has been appointed Chief Financial Officer effective September 1, 2025. The Form 4 discloses two awards of restricted stock units granted in connection with his new employment agreement and reported as acquisitions on August 6, 2025: 121,655 RSUs that vest in three equal annual installments beginning on the first anniversary of August 5, 2025, and 97,324 RSUs that vest in two equal annual installments on the fourth and fifth anniversaries of August 5, 2025. The form shows a price column of $82.2 and a total of 218,979 RSUs granted. The Form 4 was signed by an attorney-in-fact on August 8, 2025.

Shift4 Payments (FOUR) CFO Nancy Disman filed a Form 4 reporting a tax-related share withholding (transaction code F) on 08/05/2025. To cover payroll taxes on the final vesting tranche of RSUs granted 08/05/2022, 27,202 Class A common shares were automatically withheld at an implied price of $102.20 per share. After the transaction, Disman directly owns 140,420 shares.

No open-market purchases or sales, option exercises, or derivative trades were disclosed. This routine administrative action leaves the CFO with a sizable equity stake and carries minimal fundamental or sentiment impact for investors.

Amendment highlights and executive transitions (8-K/A): On August 5, 2025 Shift4 Payments amended its July 3, 2025 Form 8-K to report executive and director transitions and furnish a press release (Exhibit 99.2). Effective September 1, 2025 Christopher N. Cruz will become Chief Financial Officer; Nancy Disman will transition to Senior Advisor through January 2, 2026 and retire thereafter.

Key compensation and governance items: Cruz: $500,000 base salary, $500,000 target bonus, $2,000,000 signing bonus (repayable if terminated for Cause or resigns without Good Reason within 12 months), FY2026 RSU target >= $1,850,000, a $10,000,000 RSU award vesting in three annual installments and an $8,000,000 RSU award vesting in two installments (years 4 and 5); standard severance, acceleration and non-compete terms apply. Disman: $350,000 base, $200,000 cash bonus, 2025 target bonus >= $225,000, $3,350,000 RSU award vesting over three years and COBRA reimbursement provisions. Jordan Frankel: new Chief Legal Officer agreement with $350,000 base and $225,000 target bonus. Pro forma financial information is incorporated by reference as Exhibit 99.1.