Darlington Partners Capital Management and related filers report shared beneficial ownership of 6,576,509 shares of Class A Common Stock of Shift4 Payments, Inc., representing 8.3% of the class. The percentage is calculated using 79,328,897 shares outstanding as of April 13, 2026, per the issuer's proxy statement filed April 30, 2026. The filing states the holdings are reported on behalf of investment funds and that each reporting person disclaims membership in a group and beneficial ownership except to the extent of pecuniary interest.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed by an investment adviser group.
The filing lists a shared position of 6,576,509 shares held by Darlington-related entities, equal to 8.3% of Class A common stock based on April 13, 2026 outstanding shares. The report attributes voting and dispositive power as shared among the filers.
Disclosure notes the position is held on behalf of funds; cash-flow treatment or acquisition timing is not described in the excerpt. Subsequent investor filings or company disclosures may provide additional context about any voting arrangements or intentions.
Filing emphasizes disclaimers and joint filing mechanics.
The statement clarifies that the filers "disclaim membership in a group" and that each "disclaims beneficial ownership except to the extent of pecuniary interest." It also attaches a signature block where managers certify the securities were not acquired to influence control.
This wording is typical for investment-adviser reporting under Schedule 13G/A. Monitor future amendments or proxy materials for any change in voting intentions or group status.
Key Figures
Shares beneficially owned:6,576,509 sharesPercent of class:8.3%Shares outstanding (used):79,328,897 shares
3 metrics
Shares beneficially owned6,576,509 sharesHeld by Darlington-related filers
Percent of class8.3%Calculated on 79,328,897 shares outstanding as of April 13, 2026
Shares outstanding (used)79,328,897 sharesOutstanding as of April 13, 2026 per issuer proxy statement filed April 30, 2026
Key Terms
Schedule 13G/A, Shared dispositive power, Disclaim membership in a group
3 terms
Schedule 13G/Aregulatory
"Amendment No. 3 and cover references to a joint filing on Schedule 13G/A"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Shared dispositive powerfinancial
"Entries show "Shared Dispositive Power 6,576,509.00" in each reporting person row"
Disclaim membership in a groupregulatory
"The filers state they "disclaim membership in a group" in Item 2 narrative"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Shift4 Payments, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
82452J109
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
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
6,576,509.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,576,509.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,576,509.00
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)
8.3 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Percentage calculated based on 79,328,897 shares of Class A Common Stock outstanding on April 13, 2026, as reported in the proxy statement filed by the Issuer on April 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
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
6,576,509.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,576,509.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,576,509.00
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)
8.3 %
12
Type of Reporting Person (See Instructions)
HC, OO
Comment for Type of Reporting Person: Percentage calculated based on 79,328,897 shares of Class A Common Stock outstanding on April 13, 2026, as reported in the proxy statement filed by the Issuer on April 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
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
6,576,509.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,576,509.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,576,509.00
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)
8.3 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Percentage calculated based on 79,328,897 shares of Class A Common Stock outstanding on April 13, 2026, as reported in the proxy statement filed by the Issuer on April 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
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
6,576,509.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,576,509.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,576,509.00
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)
8.3 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Percentage calculated based on 79,328,897 shares of Class A Common Stock outstanding on April 13, 2026, as reported in the proxy statement filed by the Issuer on April 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
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
6,576,509.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,576,509.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,576,509.00
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)
8.3 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Percentage calculated based on 79,328,897 shares of Class A Common Stock outstanding on April 13, 2026, as reported in the proxy statement filed by the Issuer on April 30, 2026.
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: 6,576,509
DP GP: 6,576,509
Darlington: 6,576,509
Scott W. Clark: 6,576,509
Ramsey B. Jishi: 6,576,509
(b)
Percent of class:
DPCM LP: 8.3%
DP GP: 8.3%
Darlington: 8.3%
Scott W. Clark: 8.3%
Ramsey B. Jishi: 8.3%
(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: 6,576,509
DP GP: 6,576,509
Darlington: 6,576,509
Scott W. Clark: 6,576,509
Ramsey B. Jishi: 6,576,509
(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: 6,576,509
DP GP: 6,576,509
Darlington: 6,576,509
Scott W. Clark: 6,576,509
Ramsey B. Jishi: 6,576,509
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:
05/15/2026
Darlington Partners GP, LLC
Signature:
/s/ Scott W. Clark
Name/Title:
Manager
Date:
05/15/2026
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:
05/15/2026
Scott W. Clark
Signature:
/s/ Scott W. Clark
Name/Title:
Reporting person
Date:
05/15/2026
Ramsey B. Jishi
Signature:
/s/ Ramsey B. Jishi
Name/Title:
Reporting person
Date:
05/15/2026
Exhibit Information
Exhibit 99.1 - Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G
What stake does Darlington Partners (FOUR) report in Shift4 Payments?
They report ownership of 6,576,509 shares, equal to 8.3% of Class A common stock. This percentage uses 79,328,897 shares outstanding as of April 13, 2026, per the issuer's proxy statement filed April 30, 2026.
Who is reporting the 8.3% position in Shift4 Payments?
The filing is made by Darlington Partners Capital Management, LP, related entities (Darlington Partners GP, LLC; Darlington Partners, L.P.) and two managers, Scott W. Clark and Ramsey B. Jishi, reporting shared power over the position.
Does the filing say Darlington is part of an activist group or seeking control?
No; the filers expressly disclaim membership in a group and state the securities were not acquired to change or influence control. Signatories certified the holdings are not for control purposes in the provided excerpt.
How is voting and dispositive power reported for the shares?
Each reporting person is shown with 0 sole voting/dispositive power and 6,576,509 shared voting and dispositive power, indicating the power over these shares is reported as shared among the filers.
