📜 What This Document Is 📅

This document is a Preliminary Proxy Statement (Schedule 14A), which is a required filing sent to shareholders ahead of an Annual Meeting. Think of it as the rulebook for the annual shareholder vote. It details every vote you will face, why the company is asking for your approval, and the specific rules governing corporate governance.

👉 The main event: Shareholders are voting at the Annual Meeting on Friday, June 12, 2026, at 12:00 p.m. Eastern Time. 👉 Goal: The company is seeking your vote on director elections, the corporate constitution (Charter), and major employee incentive plans.

🏢 What The Company Does 🤔

Shift4 Payments, Inc. is a payments technology company. In simple terms, it provides the infrastructure necessary to process transactions across various payment methods.

• The Business: The company operates within the payments ecosystem, handling the financial transfer of funds. This means they facilitate transactions, whether online, in-store, or through other digital means.
• Structure: The company is a Delaware corporation, and its organizational structure involves various subsidiaries, including Shift4 Payments, LLC.
• Stock Status: As of the "Record Date" (April 13, 2026), there were 79,328,897 shares of Class A common stock outstanding and entitled to vote.

🏛️ The Annual Meeting Agenda 🗳️

The Annual Meeting is designed to maintain and improve the company's operational and legal framework. The Board recommends voting "FOR" all proposals listed.

• Directors: Shareholders vote to elect three new directors: Sam Bakhshandehpour, Jonathan Halkyard, and Nancy Disman, who will serve until 2029.
• Auditor: Shareholders vote to ratify the appointment of PricewaterhouseCoopers LLP as the independent public accounting firm for the fiscal year ending December 31, 2026.
• Compensation: Shareholders vote, on an advisory (non-binding) basis, on the compensation of named executive officers.
• Charters & Plans: The meeting also includes voting on the company's fundamental governing documents (the Charter) and the Employee Stock Purchase Plan (ESPP).

⚖️ The Corporate Charter Change 📄

The most complex proposal is the approval of the Second Amended and Restated Certificate of Incorporation, which has two major parts: a Simplification Amendment and an Officer Exculpation Amendment.

• Simplification Amendment (Goal: Cleaning up the stock structure): The company plans to eliminate the authorization and reference to Class B common stock and Class C common stock. This aligns with "Simplification Transactions" completed on February 7, 2026, which converted the founder's holdings (from Rook) into Class A common stock.
  • Why it matters: Removing these multi-class structures is designed to make the company's capital structure simpler and less confusing for stockholders.
• Officer Exculpation Amendment (Goal: Protecting executives): This amendment provides legal protection (exculpation) for officers from breaches of fiduciary duty to the extent permitted by Delaware law.
  • Why it matters: The Board argues this change is crucial for attracting and retaining top talent. By limiting officers' potential personal liability, the company believes it can better empower its leaders to make necessary, time-sensitive decisions without fear of litigation.
• Result: If approved, the company will reduce its total authorized shares of capital stock from 520,000,000 to 320,000,000.

💸 Employee Stock Plan Details (ESPP) 🏃

The company is seeking approval for the 2026 Employee Stock Purchase Plan (ESPP). This is a common incentive tool designed to retain employees by giving them a direct stake in the company's success.

• Purpose: The primary goal is to allow eligible employees to purchase Class A common stock through payroll deductions, giving them a vested interest in Shift4.
• Key Features:
  • Authorized Shares: The plan authorizes the issuance of 1,500,000 shares of Class A common stock.
  • Annual Growth: Beginning in 2027 and ending January 1, 2036, the number of shares authorized will annually increase by 1% of the outstanding shares.
  • Eligibility: Only employees of Shift4 or its designated subsidiaries are eligible.
  • Purchasing Mechanism: Participants purchase shares at a discount, with the purchase price guaranteed to be no less than 85% of the fair market value on the first day of the offering period or the purchase date.
  • Example Price: The closing price per share of Class A common stock on the NYSE on April 13, 2026, was $45.37.
• Taxes (The Two Tracks): The plan has two components to handle different international laws:
  • Section 423 Component: Offers favorable tax treatment where income is not recognized until the shares are sold.
  • Non-Section 423 Component: Participants face compensation income equal to the value on the purchase date minus the purchase price.

🔎 Audit Committee and Audit Fees 💰

The Audit Committee has reviewed the audited financial statements for the fiscal year ended December 31, 2025. This section provides transparency regarding the costs of financial oversight.

• PwC's Role: The committee received and discussed information from the independent public accounting firm, PricewaterhouseCoopers LLP.
• Fee Increases: The total fees billed by PwC to the company increased significantly from $7,510 thousand in 2024 to $11,190 thousand in 2025.
• Why it matters: The increase was driven by higher Audit Fees ($9,012 thousand in 2025 vs $4,510 thousand in 2024). The document notes that the 2025 audit fees included $1,700,000 incremental annual audit fees resulting from the Global Blue and Smartpay acquisitions, which explains the jump.

👥 Key Personnel and Leadership 🧑‍💼

The company listed its current executive officers and provided brief background information, detailing who is running the company.

• Taylor Lauber: Chief Executive Officer and Chairman of the Board.
• Christopher N. Cruz: Chief Financial Officer (since September 2025). He has deep experience at global alternative investment firms like Searchlight Capital Partners L.P. and Oaktree Capital Management.
• Jordan Frankel: Chief Legal Officer and Secretary (as of June 2025). He has extensive experience in corporate legal roles since 2014.

📅 Key Dates and How to Vote 🗳️

These details provide the practical "when and how" for shareholders to exercise their voting rights.

• Annual Meeting: June 12, 2026, at 12:00 p.m. Eastern Time.
• Virtual Attendance: The meeting will be completely virtual, and attendees must use the website www.virtualshareholdermeeting.com/FOUR2026 and their 16-digit control number.
• Record Date: Stockholders must be recorded as owners of shares by the close of business on April 13, 2026, to vote.
• Voting Methods: Shareholders can vote electronically (online) or by phone (1-800-690-6903).
• Flexibility: Shareholders can revoke a proxy and change their vote at any time before the Annual Meeting.

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💡 The Analogy 🧑‍🏫

Voting on a company's Charter and updating its financial plans (like the ESPP) is like voting on a homeowner's association (HOA) constitution. You aren't voting on a specific roof color, but you are approving the fundamental rules—the "Declaration"—that governs how the association can operate, how much money they can spend on reserves, and what benefits (like new employee perks) are available to the members. If you don't vote on the rules, the HOA can't properly manage itself or adapt to new circumstances.

🧩 Final Takeaway 🎯

The company is undergoing a massive structural simplification, reducing its complex class structure to a single class of stock while simultaneously protecting its key officers through legal amendments. These changes, along with the new ESPP, signal a focus on streamlined corporate governance and talent retention.