Shift4 Payments (NYSE: FOUR) adds €435M to 5.500% senior notes due 2033

Rhea-AI Filing Summary

Shift4 Payments, Inc. reported that its subsidiaries priced a tack-on debt offering of €435 million in aggregate principal amount of 5.500% senior notes due 2033. These new notes will be issued under the existing 2033 notes indenture, alongside €680 million of existing 5.500% senior notes due 2033, and are intended to form a single class of securities with identical terms other than issue date and issue price. The new notes were priced at 102.50% of principal and will bear interest at 5.500% per year. They are being sold in a private offering to qualified institutional buyers under Rule 144A and to certain investors outside the United States under Regulation S.

Insights

Credit & Capital Structure Analyst

Shift4 is adding €435M of 2033 notes on terms matching its existing issue.

Shift4 Payments is expanding its euro‑denominated 5.500% senior notes due 2033 by issuing an additional €435 million, on top of the previously issued €680 million. The new notes carry the same 5.500% coupon and will be part of the same class as the existing notes, differing only in issue date and issue price.

The tack-on was priced at 102.50% of principal, which is above par and indicates investors were willing to pay a modest premium for the securities in this private placement. Because the notes share terms with the existing 2033 notes, they effectively increase the size and liquidity of that single debt tranche.

The securities are being sold to qualified institutional buyers under Rule 144A and to certain non‑U.S. investors under Regulation S, which keeps the transaction within the institutional market. Future disclosures in company filings may detail how this additional debt fits into broader refinancing or funding plans around the 2033 maturity.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

December 3, 2025

Date of Report (date of earliest event reported)

___________________________________

SHIFT4 PAYMENTS, INC.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of incorporation)			001-39313 (Commission File Number)			84-3676340 (I.R.S. Employer Identification Number)
3501 Corporate Pkwy Center Valley, PA 18034
(Address of principal executive offices) (Zip Code)
(888) 276-2108
(Registrant's telephone number, including area code)
			N/A
(Former Name or Former Address, if Changed Since Last Report)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol			Name of each exchange on which registered
Class A common stock, par value $0.0001			FOUR			The New York Stock Exchange
Series A Mandatory Convertible Preferred Stock, par value $0.0001			FOUR.PRA			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 - Regulation FD Disclosure.

On December 3, 2025, Shift4 Payments, Inc. announced the pricing of a tack-on offering by its subsidiaries, Shift4 Payments, LLC (“Shift4”) and Shift4 Payments Finance Sub, Inc. (together with Shift4, the “Issuers”), of €435 million in aggregate principal amount of their 5.500% senior notes due 2033 (the “New Notes”). The New Notes will be issued as additional securities under an Indenture, dated May 16, 2025 (as supplemented from time to time, the “2033 Notes Indenture”), pursuant to which the Issuers issued €680 million in aggregate principal amount of their 5.500% senior notes due 2033 (the “Existing Notes”) in May 2025. The New Notes and the Existing Notes are intended to be treated as a single class of debt securities under the 2033 Notes Indenture, and the New Notes will have identical terms to the Existing Notes, other than with respect to the issue date and issue price. The New Notes were priced at an issue price of 102.50% and will bear an interest rate of 5.500% per annum. The New Notes are being offered in a private offering to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A and to certain persons outside the United States under Regulation S of the Securities Act of 1933, as amended.

The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 - Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:

Exhibit No.						Description
99.1						Press Release issued on December 3, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 3, 2025

SHIFT4 PAYMENTS, INC.
By:			/s/ Jordan Frankel
Name:			Jordan Frankel
Title:			Chief Legal Officer and Secretary

FAQ

What debt offering did Shift4 Payments (FOUR) announce on December 3, 2025?

Shift4 Payments announced the pricing of a tack-on offering of €435 million in aggregate principal amount of 5.500% senior notes due 2033 by its subsidiaries.

What are the key terms of Shift4 Payments' new 5.500% senior notes due 2033?

The new notes have a 5.500% annual interest rate, mature in 2033, were priced at an issue price of 102.50%, and are intended to form a single class with existing 2033 notes.

How do the new Shift4 Payments notes relate to the existing 2033 notes?

The new €435 million notes are additional securities under the existing 2033 Notes Indenture, alongside €680 million of existing 5.500% notes, and together are intended to be treated as a single class.

Who can buy the new Shift4 Payments 5.500% senior notes due 2033?

The new notes are being offered in a private placement to qualified institutional buyers under Rule 144A and to certain investors outside the United States under Regulation S.

What did Shift4 Payments file as an exhibit with this 8-K?

Shift4 Payments included as an exhibit a press release issued on December 3, 2025, and the Cover Page Interactive Data File embedded in the Inline XBRL document.

Who signed the Shift4 Payments (FOUR) 8-K related to the tack-on notes offering?

The report was signed on behalf of Shift4 Payments, Inc. by Jordan Frankel, the company’s Chief Legal Officer and Secretary.