Large owner Isaacman Jared was granted 1,123,309 shares, returned 1,123,309 units of Class C Common Stock to the company, converted options into 19,801,028 shares and returned 19,801,028 units of Class B Common Stock to the company (SEC Form 4)
$FOUR
Real Estate
Real Estate
| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Shift4 Payments, Inc. [ FOUR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
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)
|
| 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||