
SHOP DINE
STAY PLAY
Powering the Experience Economy
Q3 2026 Shareholder Letter | Investors.shift4.com
Forward-Looking Statements
This letter contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Shift4 Payments, Inc. ("we," "our," the "Company," or "Shift4") intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this letter, other than statements of historical fact, including, without limitation, statements relating to our position as a leader within our industry; our future results of operations and financial position, status of our growth algorithm, business strategy and plans; the anticipated benefits of and costs associated with recent acquisitions, including the Paramount Commerce acquisition and the timing thereof; objectives of management for future operations and activities, including, among others, statements regarding expected growth, international expansion in 75+ countries, macroeconomic factors and their impacts on our business, future capital expenditures, debt covenant compliance, financing activities, debt service obligations, the Simplification Transactions, the Company Benefits, our financial outlook and guidance for the fourth quarter, full year 2026 or any other period, including key performance indicators, anticipated synergies and financial results as a result of the Global Blue acquisition, and the timing of any of the foregoing are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "potential," or "continue" or the negative of these terms or other similar expressions, though not all forward-looking statements can be identified by such terms or expressions.
We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this letter. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following:
the inability to integrate the Global Blue business successfully or realize the synergies and related benefits; the substantial and increasingly intense competition worldwide in the financial services, payments and payment technology industries; potential changes in the competitive landscape, including disintermediation from other participants in the payments chain; the effect of global economic, political and other conditions on trends in consumer, business and government spending; fluctuations in inflation; our ability to anticipate and respond to changing industry trends and the needs and preferences of our merchants and consumers; our reliance on third-party vendors to provide products and services; risks associated with acquisitions; dispositions, and other strategic transactions; risks associated with our Series A Mandatory Convertible Preferred Stock; our inability to protect our IT systems and confidential information, as well as the IT systems of third parties we rely on, from continually evolving cybersecurity risks, security breaches or other technological risks; compliance with governmental regulation and other legal obligations, particularly related to privacy, data protection and information security, marketing across different markets where we conduct our business; risks associated with a variety of laws and regulations, including those relating to financial services, money-laundering, anti-bribery, sanctions, and counter-terrorist financing, consumer protection and cryptocurrencies; our ability to continue to expand our share of the existing payment processing markets or expand into new markets; additional risks associated with our expansion into international operations, including compliance with and changes in foreign regulations governmental policies, as well as exposure to foreign exchange rates; our ability to integrate and interoperate our services and products with a variety of operating systems, software, devices, and web browsers; and our dependence, in part, on our merchant and software partner relationships and strategic partnerships with various institutions to operate and grow our business, and the timing of any of the foregoing. These and other important factors discussed under the caption "Risk Factors" in Part I, Item 1A. in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, Part II, Item 1A. in our Quarterly Report on Form 10-Q for the period ended September 30, 2026, and our other filings with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements made in this letter. Any such forward-looking statements represent management's estimates as of the date of this letter. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.
Non-GAAP Financial Measures and Key Performance Indicators
We use supplemental measures of our performance which are derived from our consolidated financial information but which are not presented in our consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). These non-GAAP financial measures include: gross revenue less network fees, which includes interchange and adjustment fees; non-GAAP net income; non-GAAP EPS; free cash flow; Adjusted Free Cash Flow; earnings before interest expense, interest income, income taxes, depreciation, and amortization ("EBITDA"); Adjusted EBITDA; Adjusted EBITDA conversion rate; and Adjusted EBITDA margin.
Gross revenue less network fees ("GRLNF"), including total, organic, and on a constant currency basis, represents a key performance metric that management uses to measure changes in the mix and value derived from our customer base as we continue to execute our strategy to expand our reach to serve larger, complex merchants.
Non-GAAP net income represents net income adjusted for certain non-cash and other nonrecurring items that management believes are not indicative of ongoing operations, such as amortization of acquired intangible assets, acquisition, restructuring and integration costs, revaluation of contingent liabilities, gain on sale of subsidiaries, impairment of intangible assets, loss on extinguishment of debt, gain (loss) on investments in securities, change in TRA liability, equity-based compensation, and foreign exchange and other nonrecurring items.
Adjusted EBITDA is the primary financial performance measure used by management to evaluate its business and monitor results of operations. Adjusted EBITDA represents EBITDA further adjusted for certain non-cash and other nonrecurring items that management believes are not indicative of ongoing operations. These adjustments include acquisition, restructuring and integration costs, revaluation of contingent liabilities, gain on sale of subsidiaries, impairment of intangible assets, loss on extinguishment of debt, gain (loss) on investments in securities, change in TRA liability, equity-based compensation, and foreign exchange and other nonrecurring items.
Adjusted EBITDA Margin represents Adjusted EBITDA divided by GRLNF.
Free cash flow represents net cash provided by operating activities adjusted for certain non-discretionary capital expenditures.
Adjusted Free Cash Flow represents free cash flow further adjusted for certain transactions that are not indicative of future operating cash flows, including acquisition, restructuring and integration costs, other nonrecurring expenses, and nonrecurring strategic capital expenditures that are not indicative of ongoing activities. We believe Adjusted Free Cash Flow is useful to measure the funds generated in a given period that are available to invest in the business, to repurchase stock and to make strategic decisions.
The Adjusted EBITDA conversion rate is calculated as Adjusted Free Cash Flow divided by Adjusted EBITDA.
We use non-GAAP financial measures to supplement financial information presented on a GAAP basis. We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance and, in the case of Adjusted Free Cash Flow, our liquidity, from period to period and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and, in the case of Adjusted Free Cash Flow, our liquidity, and enabling them to make more meaningful period to period comparisons. There are limitations to the use of the non-GAAP financial measures presented in this letter. Our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.
The non-GAAP financial measures are not meant to be considered as indicators of performance, or in the case of Adjusted Free Cash Flow, as an indicator of liquidity, in isolation from or as a substitute for financial information prepared in accordance with GAAP, and should be read only in conjunction with financial information presented on a GAAP basis. Reconciliations of EBITDA, Adjusted EBITDA, GRLNF, Non-GAAP net income, Non-GAAP EPS, free cash flow and Adjusted Free Cash Flow to, in each case, its most directly comparable GAAP financial measure are presented in Appendix - Financial Information.
We do not attempt to provide reconciliations of GRLNF, Adjusted EBITDA, Adjusted Free Cash Flow and Non-GAAP EPS to Gross Profit, Net Income, net cash provided by operating activities, and net income per Class A and C share, respectively, the nearest comparable GAAP measures, because the impact and timing of the certain items excluded from our GAAP results is inherently uncertain and difficult to predict and is unavailable without unreasonable efforts. In addition, we believe such reconciliations would imply a degree of precision and certainty that could be confusing to investors. We encourage you to review the reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future fiscal periods, we may exclude such items and may incur income and expenses similar to these excluded items.
Key performance indicators include volume, Blended Spread and margin. Volume is defined as the total dollar amount of payments that we deliver for settlement on behalf of our merchants. Included in volume are dollars routed via our international payments platform, alternative payment methods, including cryptocurrency, stored value, gift cards and stock donations, plus volume we route to third party merchant acquirers on behalf of strategic enterprise merchant relationships. We do maintain transaction processing on certain legacy platforms that are not defined as volume.
Blended Spread represents the average yield Shift4 earns on the average volume processed for a given period after network fees. Blended Spread is calculated as payments-based revenue less gateway revenue and network fees for a given period divided by the volume processed for the same period.
2
November 5, 2026
Dear Fellow Shareholders,
2026 has thus far been a painful year for shareholders. Our share price is down roughly 40% since the beginning of the year, and skepticism remains high for both our company and the sector more broadly. As a group, employees and our founder own over 40% of the company. We share your pain and sincerely appreciate the confidence our long-term shareholders have in the business.
I can speculate on the efficiency of markets and the broader environment, but the more productive exercise is to focus on our business performance, its evolution over time and why our story is so misunderstood at times. To that end, we clearly have work to do. I believe this quarter and year as a whole will serve as proof points of the durability of our business, our ability to allocate capital for diversified growth, and the power of our products; that are category leaders across multiple attractive verticals and continue to win. We can also make the story easier to understand and our strategy more predictable to our investors.
Durability: During the quarter we largely achieved our guidance despite what I would categorize as a more challenging backdrop than we've seen in recent years. Travel disruption continues to weigh on our Tax-Free Shopping business, and same store sales continued to face pressure off reasonably low comparables. Despite this:
Gross revenue was $1.3 billion, up 12% year over year; Gross revenue less network fees were $648 million and gross profit was $434 million, up 10% (or 9% on an organic constant currency basis) and 6% year over year, respectively.
Payments based revenue less network fees, our north star, grew 18% in the quarter and 23% year to date.
Net income was $40 million for the quarter. EBITDA was $261 million and Adjusted EBITDA was $310 million. Each was up 13% and 6% respectively.
Lastly, net cash from operating activities was $221 million and Adjusted Free Cash Flow was $200 million, a quarterly record.
While we continue to feel the impact of both travel disruptions, which has been more pronounced in the fourth quarter, and weaker same store sales, we are growing despite them. I believe these headwinds will abate in the times ahead.
Capital Allocation: Our free cash flow affords us the ability to invest in multiple avenues of growth while also returning capital to shareholders in the form of stock repurchases. During the quarter we invested record amounts in product development and expanded into multiple new country markets, we repurchased roughly 5% of shares outstanding and made progress towards an exciting M&A transaction that will both expand our capabilities and bring us attractive customers at reasonable cost. Each of these areas of investment will continue to drive earnings per share growth.
Products that Win: This quarter we signed Kahala Brands, now our single largest restaurant customer, added the MSG Sphere and several EU hotels, and won Kering, one of the largest luxury groups in the world, whose brands include Gucci, for tax-free shopping. Our experience handling the most demanding consumer experiences and product suite designed for "in real life" engagement is why such amazing customers trust Shift4. Handling the World Cup, or World Series for that matter, gives our merchants the confidence needed to choose Shift4.
The Road Ahead: We continue to see opportunities to trade single product revenue for higher quality payments-based revenues and will do that as aggressively as we can. Our international expansion remains on track but can also improve from here. We are live in 15 countries with Shift4 One ahead of schedule and expect to be exiting the year with nearly $50M in synergies from Global Blue, which puts us well on our way to our previously stated 2027 synergy target of
$70M.
As mentioned previously, this performance is not without room for criticism. Travel disruptions, currency fluctuation, inflation, and same-store sales have all created tangible headwinds for the business. We are revising our full year 2026 Volume guidance to $240 to $250 billion, tightening the upper end of the range, lowering our full-year 2026 Gross Revenue less Network Fees guidance to $2.45 to $2.46 billion, and adjusting full-year Adjusted EBITDA to $1.11 to $1.13 billion. Despite these downward revisions, we are also affirming Adjusted Free Cash Flow of $465 to
$475 million.
For those keeping score, this guidance is roughly 4% lower on Gross Revenues Less Network Fees and 6% lower on Adjusted EBITDA than our original full year 2026 guidance. Free Cash Flow conversion is unchanged at 42%. We believe these revisions reflect both an acknowledgement of continued macro challenges and also near-term opportunities to accelerate payments-based revenue growth in the quarters ahead.
Since our IPO we have grown our revenues by 35% annually, diversified across multiple industry verticals and dozens of geographies, improved EBITDA margins by 55%, and equity dilution of just 9%.
Boldly Forward,
Taylor Lauber
Chief Executive Officer tlauber@shift4.com
Volume of $61 billion during Q3 2026, +11% YoY.
Gross revenue of $1,319 million, +12% YoY.
Gross profit of $434 million, +6% YoY.
Gross revenue less network fees of $648 million; +10% YoY, or
+9% YoY on an organic constant currency basis.(A)
Payments-Based Gross Revenue Less Network Fees:
$402 million, +18% YoY
Tax-Free Shopping: $139 million, +7% YoY
Subscription and Other: $107 million, -10% YoY
Net income for Q3 2026 was $40 million. Net income per Class A share was $0.38 and $0.37 on a basic and diluted basis, respectively. Non-GAAP net income for Q3 2026 was $132 million, resulting in $1.49 of non-GAAP EPS.
EBITDA of $261 million and Adjusted EBITDA of $310 million for Q3 2026, +13% YoY and +6% YoY, respectively. Adjusted EBITDA margin of 48% for Q3 2026.(A)
Net cash provided by operating activities of $221 million and Adjusted Free Cash Flow of $200 million for Q3 2026, +28% YoY and +42% YoY, respectively.(A)
Volume
($BILLION)
Q3 2026 Payment
~2.9x
Q3 2022 levels
volumes were
64bps
Q3 2026
Blended Spreads
$61
$55
31% CAGR
$44
$28
$21
Q3-22 Q3-23 Q3-24 Q3-25 Q3-26
Gross Profit & Gross Revenue Less Network Fees
($MILLION)
Gross Profit: 4-Year CAGR 36%
Gross Revenue Less Network Fees: 4-Year CAGR 35%
$648
$589
$365
$409
$434
$253
$197
$243
$128
$171
Q3-22
Q3-23
Q3-24
Q3-25
Q3-26
Net Income
$304
Adjusted EBITDA
$284
$234
$310
$33
$53
$40
$12
$24
Q3-25
Q4-25
Q1-26
Q2-26
Q3-26
Net Income & Adjusted EBITDA
($MILLION)
$293
Net Cash Provided by Operating Activities & Adjusted Free Cash Flow
($MILLION)
Net Cash Provided By Operating Activities Adjusted Free Cash Flow
$224 $221
$200
$172
$171
$141
$134
$88
$63
$21
Q3-25
Q4-25
Q1-26
Q2-26
Q3-26
(A) See page 2 for a description of non-GAAP financial measures. For a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the relevant tables in "Appendix -Financial Information" of this document.
PERFORMANCE HIGHLIGHTS
Third Quarter 2026
+11% YoY +6% YoY
VOLUME GROSS PROFIT
+10% YoY
GROSS REVENUE LESS NETWORK FEES(A)
$0.37
GAAP DILUTED EPS
$1.49
NON-GAAP EPS(A)
$40M
NET INCOME
$310M
+6% YoY
ADJUSTED EBITDA(A)
YTD | Growth Algorithm | Tracking Status | |
Payments-Based GRLNF (Total) | 23% | Low-20s% Growth | In-Line |
Americas | 16% | Mid-Teens Growth | In-Line |
Worldwide (ex. Americas) | 44% | High-20s% Growth | Ahead |
Tax-Free Shopping (TFS) | 6% | MSD PF Growth | In-Line |
Subscription & Other | 2% | LSD Growth | Below |
Total GRLNF Growth | 33% | 26%-31% | |
Organic GRLNF Growth | 10% | _ |
Blended Spreads | 64 bps | ~60 bps | Ahead |
YTD Progress vs. Our Growth Algorithm
We Power the Experience EconomyAcross all of our verticals, we enable businesses to deliver the Moments that Matter
#1 in Luxury Retail Globally
Global leading digital payments network powering the most recognized luxury brands and serving affluent shopping customers for regulated tax-free shopping countries
#1 in Hospitality in U.S.
One Hand to Shake: the only hospitality platform to deliver the entire payments value chain under one roof
#2 in Restaurants in U.S.
World class technology, sophisticated distribution, and an overall lower cost of ownership
#1 in Sports & Entertainment in U.S.
The most comprehensive owned solution in the sector -everything from concessions to merchandise to ticketing
How do we win?
1 Earned brand trust with the most influential brands in the global Experience Economy
2 Increasingly differentiated platform with capabilities enhanced through each challenge solved
3 Unmatched software integration library in our leading verticals, that grows through network effect
4 Value proposition continuously enhanced by consumer and merchant insights from our proprietary data assets
5 An unparalleled capital allocation model with a proven track record, which accelerates everything we do
Delivering in-person payments in the most demanding experience environments
Winning Across the Experience EconomyWe continue to gain market share worldwide across the entire Experience Economy
SHIFT4 ONE NOW LIVE IN 15 COUNTRIES
Luxury Retail
Global leading digital payments network powering the most recognized luxury brands and serving affluent shopping customers for regulated tax-free shopping countries
Sports & Entertainment
Powering payments through POS, mobile ordering, ticketing, and more
Restaurants
Shift4 continues to gain market share in restaurants, winning new restaurants across the world every day
Hospitality
Continuing to expand market share in hospitality vertical globally
Unified CommerceWe continue to see other opportunities for growth in the experience economy
How do we win UNIFIED COMMERCE?
One platform, one integration, global reach … informed by most demanding customers
Supports cross-border and local acquiring, robust developer toolkit and simple to use unified dashboard
Fast and reliable instant payouts across expanding catalog of domestic payment schemes and alternative payment methods
AI-enabled authorization rate optimization and AI-powered fraud prevention
Ability to process payments in 6 continents
GIVING
TRAVEL
GAMING
E-COMMERCE
Accelerating Global ExpansionWe are taking our industry leading products into new geographic markets around the world
Enabling Commerce in 75+ Countries
Europe
North America
Asia
South America
Africa
Australia
FOOD & BEVERAGE
HOSPITALITY SPORTS & ENTERTAINMENT UNIFIED COMMERCE
LUXURY RETAIL
New Markets LiveShift4 continues to gain traction in luxury retail SMBs across Europe
SEIKO GEHMACHER
Now live in 15 countries across Europe
Early achievement of our 2026 goal of 15 countries
LIVE NOW
COMING SOON
FAIRWAY & BLUE PARIS 64
Adjusting Full Year 2026 Guidance and Quarterly Guidance for the Balance of the YearVolume
FY 2026
$240 Billion TO $250 Billion
+15% YoY +20% YoY (Prior 24%)
Gross Revenue Less Network Fees(A)
Q4 2026
$625 Million
+2% YoY
TO
$640 Million
+5% YoY
FY 2026
$2.45 Billion
+24% YoY (Prior 25%)
TO
$2.46 Billion
+24% YoY (Prior 28%)
Adjusted EBITDA(A)
Q4 2026
$285 Million
-6% YoY
TO
$300 Million
-1% YoY
FY 2026
$1.11 Billion
+15% YoY (Prior 19%)
TO
$1.13 Billion
+17% YoY (Prior 22%)
Adjusted Free Cash Flow(A)
Q4 2026
$155 Million
54% Adj. FCF Conversion
TO
$165 Million
55% Adj. FCF Conversion
FY 2026
$465 Million
42% Adj. FCF Conversion (Prior 40%)
TO
$475 Million
42% Adj. FCF Conversion (Prior 40%)
Non-GAAP EPS(A)(B)
FY 2026
$5.05 TO $5.15
(Prior $5.15 to $5.35)
See page 2 for a description of non-GAAP financial measures and information regarding a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.
Assumes a 26% effective tax rate.
Disciplined Capital Allocation Framework with a Proven Track Record of ResultsCUSTOMER ACQUISITION
Eliminate upfront costs for our merchants by providing essential hardware
Provide financial incentives to align our partners and salespeople
Opening new markets across the world
Shift4 Dine making progress globally, including in the recent additions of Spain and Australia
PRODUCT & PLATFORM INVESTMENTS
Another record quarter of technology investment and product development, bolstering our commitment to providing a best-in-class experience for our merchants
Shift4 One all-in-one product now live with payments, TFS and DCC in 15 countries
Introduced Enterprise loyalty for hospitality enabling every guest touchpoint to drive loyalty and rewards
Introduced Location Manager 2.0, a new Unified Analytics platform for Shift4 Dine
Continued TFS platform enhancements including QR Code Invoice capture and a new Control Center for merchants
ACQUISITIONS, DIVESTITURES, & INVESTMENTS
Deployed $6.0 Billion since 2020
Currently focused on tuck-in opportunities that accelerate our strategic initiatives
Disciplined execution of tuck-in acquisitions with high value creation potential
$175mm remaining under existing authorization, with a further $1B authorization recently approved
SHARE REPURCHASE
Cumulatively returned $1.4 Billion to shareholders since 2020
We have repurchased a total of 24mm shares, which represents 24% of total outstanding shares
Repurchased 4.2mm shares for $190mm in Q3 2026 (14.8mm total shares under existing authorization), as well as $10M of preferred shares
Demonstrated a disciplined commitment to managing dilution - an owner's mentality
Pending Acquisition of Paramount Commerce
BUSINESS OVERVIEW
Canada's leading A2A payments platform: powers instant pay-by-bank deposits and payouts for FanDuel, DraftKings, Bet365, MoonPay, Lenovo, and Telus
Real-time payment and instant funding: first Interac e-Transfer payment processor Participant in Canada
A2A across the Experience Economy:
Dine: same-day tip payouts
Stay: lower-cost settlement on high-ticket bookings
Play: pay-by-bank for season tickets and premium suites
ATTRACTIVE USE OF CAPITAL
<8x upfront EBITDA multiple for Rule of 40 growth profile
Earnout is tied to both gross profit growth and geographic expansion, so the effective multiple falls as targets are hit
Disciplined tuck-in: true to our Build/Buy/Partner playbook
CAPABILITIES ENHANCEMENT
A full payouts stack: instant A2A complements the payout capabilities we gained through Global Blue and Bambora
One integration for instant payouts: enterprise merchants now expect instant payouts, and we will soon offer them through a single integration
Financial Information
Third Quarter of 2026Condensed Consolidated Balance Sheets | ||
UNAUDITED In millions | ||
September 30, 2026 | December 31, 2025 | |
ASSETS | ||
Current assets | ||
Cash and cash equivalents | $ 1,242 | $ 964 |
Settlement assets | 720 | 350 |
Accounts receivable, net | 740 | 742 |
Prepaid expenses and other current assets | 127 | 125 |
Total current assets | 2,829 | 2,181 |
Noncurrent assets | ||
Equipment for lease, net | 265 | 233 |
Property, plant and equipment, net | 42 | 42 |
Right-of-use assets | 55 | 67 |
Goodwill | 2,739 | 2,704 |
Capitalized customer acquisition costs, net | 109 | 89 |
Other intangible assets, net | 2,764 | 2,921 |
Deferred tax assets | 589 | 391 |
Other noncurrent assets | 78 | 85 |
Total assets | $ 9,470 | $ 8,713 |
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current portion of debt | $ | 650 | $ | 10 |
Settlement liabilities | 710 | 343 | ||
Accounts payable | 648 | 679 | ||
Accrued expenses and other current liabilities | 270 | 242 | ||
Current portion of TRA liability | 14 | 23 | ||
Current lease liabilities | 16 | 17 | ||
Total current liabilities | 2,308 | 1,314 | ||
Noncurrent liabilities Long-term debt | 4,833 | 4,536 | ||
Noncurrent portion of TRA liability | 213 | 346 | ||
Deferred tax liabilities | 458 | 471 | ||
Noncurrent lease liabilities | 41 | 53 | ||
Other noncurrent liabilities | 37 | 36 | ||
Total liabilities | 7,890 | 6,756 | ||
Redeemable noncontrolling interests | 5 | 10 | ||
Stockholders' equity Additional paid-in-capital - common stock | 1,212 | 889 | ||
Additional paid-in-capital - preferred stock | 988 | 973 | ||
Accumulated other comprehensive income (loss) | (57) | 47 | ||
Retained deficit | (690) | (467) | ||
Total stockholders' equity attributable to Shift4 Payments, Inc. | 1,453 | 1,442 | ||
Non-redeemable noncontrolling interests | 122 | 505 | ||
Total stockholders' equity | 1,575 | 1,947 | ||
Total liabilities, redeemable noncontrolling interests and stockholders' equity | $ | 9,470 | $ | 8,713 |
UNAUDITED
In millions, except share and per share data
Three Months Ended Nine Months Ended
September 30, | September 30, | September 30, | September 30, | |
2026 | 2025 | 2026 | 2025 | |
Gross revenue | $ 1,319 | $ 1,177 | $ 3,735 | $ 2,991 |
Cost of sales (exclusive of certain depreciation and amortization expense shown separately below) | (860) | (748) | (2,438) | (2,013) |
General and administrative expenses | (216) | (189) | (663) | (473) |
Revaluation of contingent liabilities | 1 | 3 | 1 | 7 |
Depreciation and amortization expense (A) | (83) | (86) | (271) | (199) |
Professional expenses | (19) | (35) | (55) | (69) |
Advertising and marketing expenses | (12) | (7) | (34) | (21) |
Income from operations | 130 | 115 | 275 | 223 |
Loss on extinguishment of debt | - | (9) | - | (12) |
Interest income | 12 | 17 | 20 | 49 |
Other income (expense), net | 3 | (1) | 3 | (5) |
Gain on investments in securities | - | - | 2 | - |
Change in TRA liability | (1) | - | (1) | 2 |
Interest expense | (78) | (61) | (208) | (129) |
Income before income taxes | 66 | 61 | 91 | 128 |
Income tax benefit (expense) | (26) | (28) | (15) | (34) |
Net income | 40 | 33 | 76 | 94 |
Less: Net (income) loss attributable to noncontrolling interests | (2) | (5) | (1) | (15) |
Net income attributable to Shift4 Payments, Inc. | 38 | 28 | 75 | 79 |
Less: Preferred dividends | (16) | (15) | (47) | (25) |
Net income attributable to common stockholders | $ 22 | $ 13 | $ 28 | $ 54 |
Net income per share attributable to Class A and Class C common stockholders (B) | ||||
Basic | $ 0.38 | $ 0.19 | $ 0.46 | $ 0.78 |
Diluted | $ 0.37 | $ 0.17 | $ 0.46 | $ 0.70 |
Weighted average Class A and Class C common shares outstanding (B) | ||||
Basic | 77,512,381 | 68,561,823 | 76,825,680 | 68,503,198 |
Diluted | 78,213,540 | 90,682,921 | 77,498,364 | 90,874,987 |
Depreciation and amortization expense includes depreciation of equipment under lease of $25 million and $73 million for the three and nine months ended September 30, 2026, respectively and $20 million and $53 million for the three and nine months ended September 30, 2025, respectively.
Prior to fiscal year 2026, Shift4 presented basic and diluted net income per share separately for Class A and Class C common stock. In the current period, Shift4 elected to present a single net income per share amount for these classes as they have identical economic rights. Prior period amounts have been conformed to the current presentation.
UNAUDITED
In millions
Three Months Ended Nine Months Ended
September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||
OPERATING ACTIVITIES Net income | $ | 40 | $ | 33 | $ | 76 | $ | 94 |
Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
Depreciation and amortization | 129 | 125 | 403 | 298 | ||||
Equity-based compensation expense | 19 | 16 | 66 | 57 | ||||
Revaluation of contingent liabilities | (1) | (3) | (1) | (7) | ||||
Gain on investments in securities | - | - | (2) | - | ||||
Change in TRA liability | 1 | - | 1 | (2) | ||||
Amortization of capitalized financing costs, net of premium accretion | 3 | 3 | 8 | 12 | ||||
Loss on extinguishment of debt | - | 9 | - | 12 | ||||
Provision for bad debts | 8 | 2 | 21 | 8 | ||||
Deferred income taxes | (28) | 14 | (49) | (7) | ||||
Unrealized foreign exchange (gains) losses | (4) | 1 | (7) | 5 | ||||
Payments on contingent liabilities in excess of initial fair value | (2) | - | (2) | (1) | ||||
Change in other operating assets and liabilities | 56 | (28) | (96) | (59) | ||||
Net cash provided by operating activities | 221 | 172 | 418 | 410 | ||||
INVESTING ACTIVITIES Acquisitions, net of cash acquired (A) | (29) | (2,564) | 42 | (2,568) | ||||
Acquisition of equipment to be leased | (28) | (36) | (96) | (89) | ||||
Capitalized software development costs | (30) | (31) | (90) | (68) | ||||
Acquisition of property, plant and equipment | (5) | (7) | (17) | (9) | ||||
Deposits with sponsor bank, net | 4 | - | (13) | (27) | ||||
Residual commission buyouts | (1) | (12) | (4) | (20) | ||||
Proceeds from sale of investments in securities | 4 | 1 | 4 | 3 | ||||
Investments in securities | - | - | - | (3) | ||||
Net cash used in investing activities FINANCING ACTIVITIES Proceeds from long-term debt | (85) 990 | (2,649) 1,000 | (174) 990 | (2,781) 2,313 | ||||
Proceeds from preferred stock | - | - | - | 1,000 | ||||
Repayment of debt | (5) | - | (7) | (450) | ||||
Deferred financing costs | (9) | (28) | (12) | (73) | ||||
Settlement line of credit | (4) | - | 13 | 27 | ||||
Settlement activity, net | (13) | (29) | (13) | (58) | ||||
Proceeds from common stock | - | 88 | - | 88 | ||||
Acquisition of noncontrolling interests | - | (47) | (6) | (47) | ||||
Repurchases of Class A common stock | (190) | - | (511) | (148) | ||||
Repurchase of preferred stock | (10) | - | (10) | - | ||||
Payments for withholding tax related to vesting of restricted stock units | (1) | (4) | (11) | (23) | ||||
Payments of preferred dividends | (15) | (15) | (46) | (15) | ||||
Payments on contingent liabilities | (2) | - | (2) | (2) | ||||
Distributions to noncontrolling interests | - | - | (141) | (19) | ||||
TRA liability payments and other financing activities | - | - | (21) | (2) | ||||
Net cash provided by (used in) financing activities | 741 | 965 | 223 | 2,591 | ||||
Effect of exchange rate changes on cash and cash equivalents | - | (31) | (14) | 51 | ||||
Net increase in cash | 877 | (1,543) | 453 | 271 | ||||
Cash and cash equivalents, beginning of period | 761 | 3,253 | 1,185 | 1,439 | ||||
Cash and cash equivalents, end of period (B) | $ 1,638 | $ 1,710 | $ 1,638 | $ 1,710 | ||||
Includes $185 million of settlement-related cash acquired from Bambora on March 2, 2026, resulting in a net cash inflow for the nine months ended September 30, 2026.
The ending balance as of September 30, 2026 includes $396 million of settlement-related cash included within Settlement assets on the Consolidated Balance Sheet.
Third Quarter of 2026 Reconciliations of Gross Revenue to Gross Profit and Gross Profit to Gross Revenue Less Network Fees ("GRLNF")UNAUDITED
In millions
Three Months Ended Nine Months Ended
September 30,
September 30,
September 30,
September 30,
2026
2025
2026
2025
Payments-based revenue
$ 1,073
$ 928
$ 3,063
$ 2,552
TFS revenue
139
130
358
130
Subscription and other revenue
107
119
314
309
GROSS REVENUE
1,319
1,177
3,735
2,991
Less: Network fees
(671)
(588)
(1,914)
(1,620)
Less: Other costs of sales (exclusive of depreciation of equipment under lease)
(189)
(160)
(524)
(393)
Less: Depreciation of equipment under lease
(25)
(20)
(73)
(53)
GROSS PROFIT
$ 434
$ 409
$ 1,224
$ 925
GROSS PROFIT
$ 434
$ 409
$ 1,224
$ 925
Add back: Other costs of sales
189
160
524
393
Add back: Depreciation of equipment under lease
25
20
73
53
GRLNF
$ 648
$ 589
$ 1,821
$ 1,371
Three Months Ended
Third Quarter of 2026 Reconciliation of GRLNF - Total and OrganicSeptember
September
September
September
December
March 31,
June 30,
September
30, 2022
30, 2023
30, 2024
30, 2025
31, 2025
2026
2026
30, 2026
Payments-based revenue
$ 509
$ 627
$ 807
$ 928
$ 919
$ 917
$ 1,073
$ 1,073
TFS revenue
-
-
-
130
125
102
117
139
Subscription and other revenue
38.0
48
102
119
145
102
105
107
GROSS REVENUE
$ 547
675
909
1,177
1,189
1,121
1,295
1,319
Less: Network fees
(350)
(432)
(544)
(588)
(579)
(572)
(671)
(671)
Less: Other costs of sales (exclusive of depreciation of equipment under lease)
(61)
(63)
(98)
(160)
(160)
(157)
(178)
(189)
Less: Depreciation of equipment under lease
(8)
(9)
(14)
(20)
(21)
(22)
(26)
(25)
GROSS PROFIT
$ 128
$ 171
$ 253
$ 409
$ 429
$ 370
$ 420
$ 434
GROSS PROFIT
$ 128
$ 171
$ 253
$ 409
$ 429
$ 370
$ 420
$ 434
Add back: Other costs of sales
61
63
98
160
160
157
178
189
Add back: Depreciation of equipment under lease
8
9
14
20
21
22
26
25
GRLNF
$ 197
$ 243
$ 365
$ 589
$ 610
$ 549
$ 624
$ 648
Three Months Ended Three Months Ended Three Months Ended
March 31,
2026
March 31,
2025
% Change
June 30,
2026
June 30,
2025
% Change
September 30,
2026
September 30,
2025
% Change
Payments-Based GRLNF
Organic (A)
$ 312
$ 274
14 %
$ 359
$ 314
14 %
$ 386
$ 339
14 %
Inorganic
33
3
NM
43
2
NM
16
1
NM
Total Payments-Based GRLNF
345
277
25 %
402
316
27 %
402
340
18 %
TFS Revenue
Organic (A)
-
- -
-
- -
139
130
7 %
Inorganic
102
- NM
117
- NM
-
-
NM
Total TFS Revenue
102
- NM
117
- NM
139
130
7 %
Subscription and Other Revenue
Organic (A)
89
88
1 %
92
93
(1) %
105
114
(8) %
Inorganic
13
4
NM
13
4
NM
2
5
NM
Total Subscription and Other Revenue
102
92
11 %
105
97
8 %
107
119
(10) %
Total GRLNF
Organic (A)
401
362
11 %
451
407
11 %
630
583
8 %
Inorganic
148
7
NM
173
6
NM
18
6
NM
Total GRLNF
$ 549
$ 369
49 %
$ 624
$ 413
51 %
$ 648
$ 589
10 %
*NM = Not Meaningful
Organic growth is defined as the change in GRLNF for the current period, excluding the impact of GRLNF attributable to acquisitions and divestitures completed in the prior four quarters. Acquisitions are defined as a capital investment whose trailing-four-quarter GRLNF at closing exceeds 1% of our prior fiscal-year GRLNF either individually or in the aggregate.
Three Months Ended Three Months Ended Three Months Ended
March 31, 2026 | March 31, 2025 | % Change | June 30, 2026 | June 30, 2025 | % Change | September 30, 2026 | September 30, 2025 | % Change | |||
Organic GRLNF, CC (A) | $ 393 | $ 362 | 9 % | $ 449 | $ 407 | 10 % | $ 634 | $ 583 | 9 % | ||
Total GRLNF, CC (A) | $ 527 | $ 369 | 43 % | $ 618 | $ 413 | 50 % | $ 652 | $ 589 | 11 % |
Constant currency amounts for 2026 are calculated by translating current period amounts using the respective prior period average exchange rates, and are not adjusted for transactional gains or losses.
Third Quarter of 2026 Reconciliations of Net Income to Adjusted EBITDA and Net Income to Non-GAAP Net IncomeUNAUDITED
In millions, except per share data
Three Months Ended
September 30,
2025
December 31,
2025
March 31,
2026
June 30,
2026
September 30,
2026
NET INCOME
$ 33
$ 53
$ 12
$ 24
$ 40
Interest expense
61
61
65
65
78
Interest income
(17)
(10)
(5)
(3)
(12)
Income tax (benefit) expense
28
14
(24)
13
26
Depreciation and amortization
125
134
135
139
129
EBITDA
$ 230
$ 252
$ 183
$ 238
$ 261
Acquisition, restructuring and integration costs
30
16
23
15
28
Revaluation of contingent liabilities
(3)
3
-
-
(1)
Gain on sale of subsidiaries
-
(19)
-
-
-
Impairment of intangible assets
-
9
-
-
-
Loss on extinguishment of debt
9
-
-
-
-
Gain on investments in securities
-
-
-
(2)
-
Change in TRA liability
-
6
-
-
1
Equity-based compensation expense and related payroll tax
16
27
17
31
19
Foreign exchange and other nonrecurring items
11
10
11
2
2
ADJUSTED EBITDA
$ 293
$ 304
$ 234
$ 284
$ 310
ADJUSTED EBITDA
$ 293
$ 304
$ 234
$ 284
$ 310
GRLNF
$ 589
$ 610
$ 549
$ 624
$ 648
ADJUSTED EBITDA MARGIN (A)
50 %
50 %
43 %
46 %
48 %
(A) Represents Adjusted EBITDA divided by GRLNF.
RECONCILIATION OF NET INCOME TO NON-GAAP NET INCOME
NET INCOME
$ 33
$ 53
$ 12
$ 24
$ 40
ADJUSTMENTS:
Amortization of acquired intangible assets
78
82
81
79
67
Sum of adjustments from EBITDA to Adjusted EBITDA
63
52
51
46
49
Tax impact of above adjustments (B)
(26)
(31)
(29)
(30)
(24)
Discrete tax adjustments (C)
-
-
(25)
-
-
NON-GAAP NET INCOME (D)
$ 148
$ 156
$ 90
$ 119
$ 132
WEIGHTED AVERAGE SHARE COUNT - GAAP DILUTED EPS
91
67
74
80
78
Weighted average anti-dilutive LLC Interests (Class B shares)
-
20
8
-
-
Preferred Stock - Shares outstanding at period-end
10
10
10
10
10
SHARE COUNT - NON-GAAP EPS (D)
101
97
92
90
88
RECONCILIATION OF GAAP DILUTED EPS TO NON-GAAP EPS
GAAP DILUTED EPS
$ 0.17
$ 0.36
$ (0.01)
$ 0.08
$ 0.37
Impact of adjustments
1.15
1.08
0.82
1.07
1.03
Impact of preferred dividend
0.15
0.16
0.16
0.17
0.17
Gain on Preferred Stock repurchases (E)
-
-
-
-
(0.08)
NON-GAAP EPS (D)
$ 1.47
$ 1.60
$ 0.97
$ 1.32
$ 1.49
The tax rates used in determining the tax impact of adjustments to net income are the jurisdictional statutory rates in effect for the period.
Amount for Q1 2026 represents a discrete tax benefit related to the Simplification Transactions.
In calculating non-GAAP EPS, Shift4 uses net income before the deduction of dividends on mandatory convertible preferred stock, divided by the weighted-average number of diluted common shares outstanding plus an estimate of the potential shares issuable upon conversion of the mandatory convertible preferred stock. This approach provides a view of earnings per share assuming conversion of the preferred stock which will happen on, or before, May 1, 2028.
Represents the difference between amounts paid to repurchase Preferred Stock and the carrying value of the repurchased shares. The "gain" had no impact on net income, but increased GAAP diluted EPS.

