Shift4 Payments, Inc. received an updated ownership report showing that Darlington Partners Capital Management, its affiliates and two managers collectively report beneficial ownership of 5,571,725 shares of Class A common stock, or 8.2% of the class, based on 67,564,638 shares outstanding as of October 31, 2025.
The shares are held through private investment funds advised by Darlington, and its clients, including Darlington Partners, have the right to receive dividends and sale proceeds. The filers state the position is held in the ordinary course of business and certify it was not acquired to change or influence control of Shift4. No other individual client, apart from Darlington itself, holds more than five percent of the outstanding stock.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Shift4 Payments, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
82452J109
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
82452J109
1
Names of Reporting Persons
Darlington Partners Capital Management, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,571,725.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,571,725.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,571,725.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.2 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Percentage calculated based on 67,564,638 shares of Class A Common Stock outstanding on October 31, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended September 30, 2025.
SCHEDULE 13G
CUSIP No.
82452J109
1
Names of Reporting Persons
Darlington Partners GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,571,725.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,571,725.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,571,725.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.2 %
12
Type of Reporting Person (See Instructions)
HC, OO
Comment for Type of Reporting Person: Percentage calculated based on 67,564,638 shares of Class A Common Stock outstanding on October 31, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended September 30, 2025.
SCHEDULE 13G
CUSIP No.
82452J109
1
Names of Reporting Persons
Darlington Partners, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,571,725.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,571,725.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,571,725.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Percentage calculated based on 67,564,638 shares of Class A Common Stock outstanding on October 31, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended September 30, 2025.
SCHEDULE 13G
CUSIP No.
82452J109
1
Names of Reporting Persons
Scott W. Clark
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,571,725.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,571,725.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,571,725.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.2 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Percentage calculated based on 67,564,638 shares of Class A Common Stock outstanding on October 31, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended September 30, 2025.
SCHEDULE 13G
CUSIP No.
82452J109
1
Names of Reporting Persons
Ramsey B. Jishi
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,571,725.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,571,725.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,571,725.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.2 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Percentage calculated based on 67,564,638 shares of Class A Common Stock outstanding on October 31, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended September 30, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Shift4 Payments, Inc.
(b)
Address of issuer's principal executive offices:
3501 Corporate Parkway, Center Valley, PA 18034
Item 2.
(a)
Name of person filing:
Darlington Partners Capital Management, LP, a Delaware limited partnership ("DPCM LP")
Darlington Partners GP, LLC, a Delaware limited liability company ("DP GP")
Darlington Partners, L.P., a Delaware limited Darlington ("Darlington")
Scott W. Clark
Ramsey B. Jishi
DPCM LP is the investment adviser of private investment funds, including Darlington (together, the "Funds"). DP GP is the general partner of DPCM LP and the Funds. Mr. Clark and Mr. Jishi are the managers of DP GP. The Filers are filing this Schedule 13G jointly but not as members of a group, and each disclaims membership in a group. Each reporting person disclaims beneficial ownership of Common Stock except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of Darlington should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any Common Stock covered by this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
300 Drakes Landing Road, Suite 290, Greenbrae, CA 94904
(c)
Citizenship:
See Item 4 of the cover sheet for each reporting person.
(d)
Title of class of securities:
Class A Common Stock
(e)
CUSIP No.:
82452J109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
DPCM LP: 5,571,725
DP GP: 5,571,725
Darlington: 5,571,725
Scott W. Clark: 5,571,725
Ramsey B. Jishi: 5,571,725
(b)
Percent of class:
DPCM LP: 8.2%
DP GP: 8.2%
Darlington: 8.2%
Scott W. Clark: 8.2%
Ramsey B. Jishi: 8.2%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
DPCM LP: 0
DP GP: 0
Darlington: 0
Scott W. Clark: 0
Ramsey B. Jishi: 0
(ii) Shared power to vote or to direct the vote:
DPCM LP: 5,571,725
DP GP: 5,571,725
Darlington: 5,571,725
Scott W. Clark: 5,571,725
Ramsey B. Jishi: 5,571,725
(iii) Sole power to dispose or to direct the disposition of:
DPCM LP: 0
DP GP: 0
Darlington: 0
Scott W. Clark: 0
Ramsey B. Jishi: 0
(iv) Shared power to dispose or to direct the disposition of:
DPCM LP: 5,571,725
DP GP: 5,571,725
Darlington: 5,571,725
Scott W. Clark: 5,571,725
Ramsey B. Jishi: 5,571,725
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
DPCM LP's clients, including Darlington, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. No individual client's holdings of the Stock, other than those of Darlington, are more than five percent of the outstanding Stock.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Darlington Partners Capital Management, LP
Signature:
/s/ Scott W. Clark
Name/Title:
Manager of Darlington Partners GP, LLC, General Partner of Darlington Partners Capital Management, LP
Date:
01/31/2026
Darlington Partners GP, LLC
Signature:
/s/ Scott W. Clark
Name/Title:
Manager
Date:
01/31/2026
Darlington Partners, L.P.
Signature:
/s/ Scott W. Clark
Name/Title:
Manager of Darlington Partners GP, LLC, General Partner of Darlington Partners, L.P.
Date:
01/31/2026
Scott W. Clark
Signature:
/s/ Scott W. Clark
Name/Title:
Reporting person
Date:
01/31/2026
Ramsey B. Jishi
Signature:
/s/ Ramsey B. Jishi
Name/Title:
Reporting person
Date:
01/30/2026
Exhibit Information
Exhibit 99.1 - Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G
What ownership stake in Shift4 Payments (FOUR) does Darlington report?
Darlington and related filers report beneficial ownership of 5,571,725 Shift4 Class A shares, representing 8.2% of the class. This percentage is based on 67,564,638 shares outstanding as of October 31, 2025, as cited from Shift4’s Form 10-Q.
Who are the reporting persons in the Shift4 (FOUR) Schedule 13G/A filing?
The filing lists Darlington Partners Capital Management, LP, Darlington Partners GP, LLC, Darlington Partners, L.P., and individuals Scott W. Clark and Ramsey B. Jishi as reporting persons, all sharing voting and dispositive power over the same 5,571,725 Shift4 Class A shares.
Is Darlington’s Shift4 (FOUR) stake reported as a passive investment?
Yes. The filers certify the Shift4 shares were acquired and are held in the ordinary course of business and not for the purpose or effect of changing or influencing control, consistent with a passive investment reported on Schedule 13G/A.
How is the 8.2% ownership in Shift4 (FOUR) calculated in the filing?
The reported 8.2% ownership for each reporting person is calculated using 67,564,638 Class A shares outstanding as of October 31, 2025, as disclosed in Shift4’s Form 10-Q for the quarter ended September 30, 2025.
Do Darlington’s clients other than Darlington itself hold over 5% of Shift4 (FOUR)?
No. The filing states LP’s clients, including Darlington, may receive dividends or sale proceeds from the shares, but no individual client’s holdings in Shift4 stock, other than Darlington, exceed five percent of the outstanding Class A shares.
What voting and dispositive powers over Shift4 (FOUR) stock do the filers report?
Each reporting person lists 0 shares with sole voting or dispositive power and 5,571,725 shares with shared voting and shared dispositive power. This means decisions over these Shift4 shares are made collectively rather than by any filer alone.
