UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
June 4, 2025
Date of Report (date of earliest event reported)
SHIFT4 PAYMENTS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-39313 | 84-3676340 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
3501 Corporate Pkwy
Center Valley, PA 18034
(Address of principal executive offices) (Zip Code)
(888) 276-2108
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
||
Class A common stock, par value $0.0001 | FOUR | The New York Stock Exchange | ||
6.00% Series A Mandatory Convertible Preferred Stock, par value $0.0001 per share | — | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Chief Executive Officer and Appointment of Executive Chairman
On June 4, 2025, Shift4 Payments, Inc. (the “Company”) announced that Jared Isaacman has resigned from his role as the Company’s Chief Executive Officer, effective June 5, 2025 (the “Effective Time”). As of the Effective Time, Mr. Isaacman has been appointed as the Executive Chairman of the Company. In his role as Executive Chairman, Mr. Isaacman will remain an executive officer and Class I member of the board of directors of the Company (the “Board”).
Appointment of New Chief Executive Officer and Class I Director
As part of the Company’s previously announced succession planning and in connection with Mr. Isaacman’s resignation, the Company’s President, Taylor Lauber, has been appointed as the new Chief Executive Officer and the Company’s principal executive officer, effective as of the Effective Time. Mr. Lauber has also been appointed by the Company’s Board to serve as a Class I member of the Board, with a term to expire at the 2027 annual meeting of stockholders and until his respective successor is duly elected and qualified or until his earlier death, resignation or removal. The Board is confident in Mr. Lauber’s ability to lead the Company into its next phase of growth.
A description of Mr. Lauber’s background and experience can be found in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2025 (the “Proxy Statement”). The Company believes Mr. Lauber is qualified to serve on the Board due to his extensive experience in executive leadership positions and his knowledge of our business in particular, gained through his service as President and Chief Strategy Officer.
Mr. Lauber is a party to the Company’s standard indemnification agreement for directors and officers.
There is no arrangement or understanding between Mr. Lauber and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between either of Mr. Lauber and any of the Company’s other directors or executive officers. Other than already disclosed in the Proxy Statement, Mr. Lauber has no material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K.
The Company intends to file an amendment to this filing containing any information called for in this Item 5.02 that is not determined or is unavailable at the time of this filing, such as material amendments to Mr. Lauber’s compensation arrangement, if any, within four business days after the information is determined or becomes available.
Restructuring Transactions
As previously disclosed, on April 29, 2025 the Company entered into an agreement (the “Restructuring Transaction Agreement”) with Mr. Isaacman and his holding company (“Rook”) to simplify its organizational and capital structure, including, among other things, collapsing the Company’s current “Up-C” structure (the “Up-C Collapse”) via a taxable exchange and the assignment and waiver of the Tax Receivable Agreement, dated June 4, 2020, by and between the Company, Rook and the other parties thereto (the “TRA” and the foregoing transactions, collectively, the “Restructuring Transactions”).
The Restructuring Transactions were subject to several conditions, including the ratification and confirmation by the U.S. Senate of Mr. Isaacman’s appointment as administrator of the National Aeronautics and Space Administration. As a result of this condition not being met, Mr. Isaacman is no longer required to reduce his voting shares and the Restructuring Transaction Agreement has automatically terminated in accordance with its terms.
Forward-Looking Statements
Except for historical information, all of the statements, expectations, and assumptions contained in this Current Report on Form 8-K are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including statements regarding executive transitions and the timing of the foregoing. Actual results may differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to the other risks, uncertainties, and other important factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as updated by the Company’s other filings with the SEC, copies of which are available free of charge on the Company’s website at investors.shift4.com. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
Item 7.01. | Regulation FD. |
On June 4, 2025, Mr. Isaacman issued a letter announcing the leadership changes described above. A copy of the letter is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description |
|
99.1 | Letter to Stockholders. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 4, 2025
SHIFT4 PAYMENTS, INC. | ||
By: | /s/ Jordan Frankel |
|
Name: | Jordan Frankel | |
Title: | Secretary, General Counsel and Executive Vice President, Legal, Risk and Compliance |
Exhibit 99.1
Dear Shift4 Shareholders,
My brief stint in politics was a thrilling experience, and being considered to lead NASA was truly the honor of a lifetime. Even knowing the outcome, I would do it all over again.
I have known Taylor Lauber for over 25 years and have worked closely with him at Shift4 since 2018. Over the last six months, I have watched him exceed expectations and successfully operate the company in preparation for his role as the incoming CEO. Shift4 remains on an incredible trajectory and as a result, I would never deny him the opportunity to replace me as CEO, a position he has rightfully earned.
That said, I have been working since I was a teenager and not planning to stop now. I love this company, the strategy and our team. As the largest shareholder, I am eager to continue contributing where I believe my efforts will have the most impact. Effective today, I will be acting as Executive Chairman, focusing on supporting Taylor particularly on our most substantial projects, as well as capital allocation and M&A, and Taylor Lauber will assume the CEO position. The timing is fortuitous considering tomorrow marks the 5-year anniversary of our IPO. My voting rights will remain as they have since our IPO and all other previously announced structural changes that were contingent upon my departure will not occur.
The stage is well set at Shift4: we are tracking well against guidance and our mid-term outlook, we have a transformational deal with Global Blue nearing close (subject to satisfaction of remaining conditions), and our restaurant, hotel, stadium, and unified payment products are gaining meaningful traction across international markets. I am excited to rejoin the team and support Taylor as we continue to execute the plan and take our winning strategy all over the world.
Best Regards,
Jared Isaacman
Executive Chairman
Forward-Looking Statements
Except for historical information, all of the statements, expectations, and assumptions contained in this letter are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including statements regarding the consummation of the proposed merger; our ability to integrate Global Blue into our business successfully or realize the anticipated synergies and related benefits of the proposed merger; our future results of operations and financial position, business strategy and plans; objectives for future operations and activities; statements regarding expected growth and international expansion; executive transitions; our outlook for the year ending December 31, 2025 or any other period; and the timing of any of the foregoing. Actual results may differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to the other risks, uncertainties, and other important factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as updated by the Company’s other filings with the Securities and Exchange Commission (the “SEC”), copies of which are available free of charge on the Company’s website at investors.shift4.com. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
Important Additional Information and Where to Find It
This letter is neither an offer to buy nor a solicitation of an offer to sell any securities of Global Blue. Any solicitation and an offer to buy shares of Global Blue is only made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Shift4 has filed with the SEC. In addition, Global Blue has filed with the SEC a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. Investors will be able to obtain a free copy of these materials and other documents filed by Shift4 and Global Blue with the SEC at the website maintained by the SEC at www.sec.gov. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by Shift4 under the “News & Events” section of Shift4’s website at https://investors.shift4.com/news-events.
INVESTORS AND SECURITY HOLDERS OF GLOBAL BLUE AND SHIFT4 ARE URGED TO READ THESE DOCUMENTS , INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT OF GLOBAL BLUE AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.