Isaacman (NYSE: FOUR) swaps multi-class holdings into Class A and adds Series A preferred

Rhea-AI Filing Summary

Shift4 Payments, Inc. insider Jared Isaacman filed a Form 4 detailing a major recapitalization of his holdings into a single share class. On February 7, 2026, a Transaction Agreement among Shift4 Payments, LLC, Isaacman and his wholly owned Rook Holdings Inc. reorganized equity interests.

Rook redeemed and exchanged all of its 19,801,028 LLC Interests for an equal number of Shift4 Class A common shares, and the corresponding Class B common shares were canceled. Separately, Isaacman exchanged all of his Class C common shares for an equal number of Class A shares. Following these steps, the only class of Shift4 stock owned by or through entities controlled by Isaacman is Class A common stock, with substantial amounts held of record by Rook.

In connection with these transactions, Isaacman was also issued 423,296 shares of Series A Mandatory Convertible Preferred Stock in a private placement. The Series A is convertible into Class A common stock on a one-for-0.9780 basis at the holder’s option and will mandatorily convert on May 1, 2028. Certain Class A shares are held in UTMA accounts for Liv A. Isaacman, for which Isaacman disclaims beneficial ownership.

Insights

Insider transactions and capital structure analyst

Isaacman consolidates Shift4 ownership into Class A and adds mandatorily convertible preferred shares.

The Form 4 shows Jared Isaacman, a more-than-10% owner of Shift4 Payments (FOUR), simplifying his equity structure. Through a Transaction Agreement, Rook Holdings Inc., which he wholly owns, exchanged 19,801,028 LLC Interests for the same number of Class A shares, with matching Class B shares canceled.

Isaacman also exchanged all of his Class C shares for an equal number of Class A shares, so his economic stake is now concentrated in one common class. Large indirect holdings are recorded in Rook, while some Class A shares are held in UTMA accounts for Liv A. Isaacman, where he explicitly disclaims beneficial ownership.

Additionally, he received 423,296 shares of Series A Mandatory Convertible Preferred Stock in a private placement. This Series A is convertible into Class A on a one-for-0.9780% basis before its mandatory conversion on May 1, 2028. Overall, the filing describes structural shifts and preferred issuance without indicating cash sales into the market, so it functionally restructures rather than reduces his exposure.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Isaacman Jared

(Last) (First) (Middle)

3501 CORPORATE PARKWAY

(Street)

CENTER VALLEY PA 18034

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Shift4 Payments, Inc. [ FOUR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/07/2026		A(1)(2)		951,487	A	(1)(2)	951,487	I	See footnote(3)
Class C Common Stock	02/07/2026		D(1)(2)		951,487	D	(1)(2)	0	I	See footnote(3)
Class A Common Stock	02/07/2026		C(1)(2)(4)		19,801,028	A	(1)(2)	20,752,515	I	See footnote(3)
Class B Common Stock	02/07/2026		D(1)(2)(4)		19,801,028	D	(1)(2)	0	I	See footnote(3)
Class A Common Stock	02/07/2026		A(1)(2)		85,911	A	(1)(2)	85,911	I	See footnote(5)
Class C Common Stock	02/07/2026		D(1)(2)		85,911	D	(1)(2)	0	I	See footnote(5)
Class A Common Stock	02/07/2026		A(1)(2)		85,911	A	(1)(2)	85,911	I	See footnote(6)
Class C Common Stock	02/07/2026		D(1)(2)		85,911	D	(1)(2)	0	I	See footnote(6)
Class A Common Stock								1,024,970	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LLC Interests	(1)(2)	02/07/2026		C			19,801,028	(7)	(7)	Class A Common Stock	0	$0	0	I	See footnote(3)
Series A Mandatory Convertible Preferred Stock	(8)	02/07/2026		A		423,296		(8)	(8)	Class A Common Stock	423,296	(8)	423,296	I	See footnote(3)

Explanation of Responses:

1. On December 18, 2026, the Reporting Person, Mr. Isaacman, was confirmed and appointed as administrator of the National Aeronautics and Space Administration. Subsequently, on February 7, 2026, the Issuer, Shift4 Payments, LLC ("Shift4 LLC") Mr. Isaacman and Rook Holdings Inc., a Delaware corporation ("Rook") wholly owned by Mr. Isaacman, entered into a Transaction Agreement (the "Transaction Agreement"). Pursuant to the Transaction Agreement, among other transactions, the following transactions occurred: (i) Rook effected a redemption and exchange of all of its equity common units ("LLC Interests") in Shift4 LLC on a one-for-one basis for shares of the Issuer's Class A common stock (the "Class A Common Stock") and cancelled the corresponding shares of the Issuer's Class B common stock (the "Class B Common Stock"),

2. (Continued from footnote 1) and (ii) Mr. Isaacman exchanged all of his shares of the Issuer's Class C common stock (the "Class C Common Stock") on a one-for-one basis for shares of Class A Common Stock. As a result, the sole class of stock of the Issuer owned by the Reporting Person is Class A Common Stock.

3. Securities held of record by Rook. The Reporting Person is the sole stockholder of Rook and therefore may be deemed to have beneficial ownership with respect to such securities.

4. Reflects the cancellation for no consideration of Class B Common Stock in connection with the conversion of LLC Interests into Class A Common Stock. The LLC Interests were generally redeemable at any time for shares of the Class A Common Stock on a one-for-one basis.

5. Held by Jared Isaacman C/F Liv A. Isaacman UTMA. The reporting person disclaims beneficial ownership of these shares.

6. Held by Jared Isaacman C/F Liv A. Isaacman UTMA. The reporting person disclaims beneficial ownership of these shares.

7. The LLC Interests were generally redeemable at any time for shares of the Class A Common Stock on a one-for-one basis.

8. In connection with the transactions described herein, the Reporting Person was issued shares of the Issuer's Series A Mandatory Convertible Preferred Stock (the "Series A") in a private placement. The Series A is convertible at any time prior to the mandatory conversion settlement (as defined in the certificate of designation for the Series A) on a one-for-0.9780 basis at the holder's option. The Series A will mandatorily convert on May 1, 2028.

	/s/ Jordan Frankel, Attorney-in-Fact for Jared Isaacman	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Jared Isaacman report at Shift4 Payments (FOUR)?

Jared Isaacman reported a recapitalization that moved his holdings into Shift4 Class A common stock. Rook Holdings exchanged 19,801,028 LLC Interests for Class A shares, related Class B shares were canceled, and Isaacman swapped all Class C shares into Class A under a Transaction Agreement.

How did Rook Holdings Inc. change its ownership in Shift4 Payments (FOUR)?

Rook Holdings Inc., wholly owned by Jared Isaacman, redeemed and exchanged all 19,801,028 of its LLC Interests in Shift4 Payments, LLC for the same number of Class A common shares. The corresponding Class B common shares were canceled, concentrating Rook’s recorded stake in Class A stock.

What happened to Jared Isaacman’s Class B and Class C shares of Shift4 Payments (FOUR)?

Class B shares tied to Rook’s LLC Interests were canceled when those interests converted into Class A common stock. Separately, Jared Isaacman exchanged all of his Class C common shares on a one-for-one basis into Class A shares, leaving Class A as his sole reported class of issuer stock.

What is the Series A Mandatory Convertible Preferred Stock reported in the Shift4 (FOUR) Form 4?

In a private placement, Jared Isaacman was issued 423,296 shares of Series A Mandatory Convertible Preferred Stock. This Series A can convert into Class A common stock on a one-for-0.9780 basis and will mandatorily convert on May 1, 2028, aligning preferred holdings with common equity over time.

Does Jared Isaacman still hold only one class of Shift4 Payments (FOUR) common stock?

Yes. After the February 7, 2026 exchanges, the filing states that the sole class of Shift4 Payments stock owned by or through entities associated with Jared Isaacman is Class A common stock. Former Class B and Class C positions were either canceled or converted into equivalent Class A shares.

How are the UTMA shares mentioned in the Shift4 Payments (FOUR) Form 4 treated?

Some Class A common shares are held in UTMA accounts for Liv A. Isaacman. The Form 4 notes that Jared Isaacman disclaims beneficial ownership of these UTMA-held shares, even though the transactions are reported, indicating they are treated as separate from his personal economic stake.