Shift4 Payments, Inc.·4

Feb 10, 8:00 AM ET

Isaacman Jared 4

4 · Shift4 Payments, Inc. · Filed Feb 10, 2026

Research Summary

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Shift4 (FOUR) 10% Owner Jared Isaacman Converts Holdings to Class A

What Happened
Jared Isaacman, a reported 10% owner of Shift4 Payments, effected a series of non‑market transactions on February 7, 2026 as part of a Transaction Agreement between Shift4 LLC, Isaacman and Rook Holdings Inc. Key moves included the conversion of 19,801,028 derivative securities into Class A common stock (the filing shows a disposition to the issuer at $0.00 for that conversion), plus exchanges/redemptions and cancellations tied to Rook’s LLC interests and Isaacman’s Class C common stock. Smaller grant/award and cancellation items recorded on the same date include 951,487; two sets of 85,911; and a derivative award of 423,296 shares. Several dispositions are described as cancellations or exchanges to the issuer rather than open‑market sales.

Key Details

  • Transaction date: February 7, 2026; Form 4 filed February 10, 2026 (appears timely).
  • Principal reported transactions: conversion of 19,801,028 derivative securities; various grants/awards and corresponding dispositions to the issuer of 951,487; 85,911 (x2); and a derivative acquisition of 423,296 shares. One conversion/disposition is shown at $0.00 per share (cancellation/no consideration).
  • Holdings after transaction: the filing states the Reporting Person’s sole class of stock owned is Class A common stock (per footnote); securities held of record by Rook may be attributed to Isaacman because he is the sole stockholder of Rook.
  • Notable footnotes: (i) Rook redeemed/exchanged its Shift4 LLC interests one‑for‑one for Class A common stock and cancelled corresponding Class B common stock; (ii) Isaacman exchanged Class C common stock one‑for‑one for Class A common stock; (iii) Isaacman received Series A Mandatory Convertible Preferred Stock in a private placement (convertible at holder’s option at one‑for‑0.9780; mandatory conversion May 1, 2028); (iv) some shares are held in a UTMA trust for which Isaacman disclaims beneficial ownership.
  • Filing type: these are corporate restructuring/exchange and derivative conversion transactions, not open‑market buys or sales.

Context

  • These transactions reflect internal corporate exchanges/redemptions and derivative conversions (converting LLC interests/Class C units into Class A shares and cancelling Class B shares), not a typical insider sale or open‑market purchase.
  • For retail investors: exchanges and conversions like these are often corporate reorganization actions and do not necessarily indicate a personal buy/sell signal. Isaacman is reported as a 10% owner and control/beneficial‑ownership through Rook is noted in the filing.

Insider Transaction Report

Form 4
Period: 2026-02-07
Transactions
  • Award

    Class A Common Stock

    [F1][F2][F3]
    2026-02-07+951,487951,487 total(indirect: See footnote)
  • Disposition to Issuer

    Class C Common Stock

    [F1][F2][F3]
    2026-02-07951,4870 total(indirect: See footnote)
  • Conversion

    Class A Common Stock

    [F1][F2][F4][F3]
    2026-02-07+19,801,02820,752,515 total(indirect: See footnote)
  • Disposition to Issuer

    Class B Common Stock

    [F1][F2][F4][F3]
    2026-02-0719,801,0280 total(indirect: See footnote)
  • Award

    Class A Common Stock

    [F1][F2][F5]
    2026-02-07+85,91185,911 total(indirect: See footnote)
  • Disposition to Issuer

    Class C Common Stock

    [F1][F2][F5]
    2026-02-0785,9110 total(indirect: See footnote)
  • Award

    Class A Common Stock

    [F1][F2][F6]
    2026-02-07+85,91185,911 total(indirect: See footnote)
  • Disposition to Issuer

    Class C Common Stock

    [F1][F2][F6]
    2026-02-0785,9110 total(indirect: See footnote)
  • Conversion

    LLC Interests

    [F1][F2][F7][F3]
    2026-02-0719,801,0280 total(indirect: See footnote)
    Class A Common Stock (0 underlying)
  • Award

    Series A Mandatory Convertible Preferred Stock

    [F8][F3]
    2026-02-07+423,296423,296 total(indirect: See footnote)
    Class A Common Stock (423,296 underlying)
Holdings
  • Class A Common Stock

    1,024,970
Footnotes (8)
  • [F1]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"),
  • [F2](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.
  • [F3]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.
  • [F4]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.
  • [F5]Held by Jared Isaacman C/F Liv A. Isaacman UTMA. The reporting person disclaims beneficial ownership of these shares.
  • [F6]Held by Jared Isaacman C/F Liv A. Isaacman UTMA. The reporting person disclaims beneficial ownership of these shares.
  • [F7]The LLC Interests were generally redeemable at any time for shares of the Class A Common Stock on a one-for-one basis.
  • [F8]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.
Signature
/s/ Jordan Frankel, Attorney-in-Fact for Jared Isaacman|2026-02-10

Documents

1 file
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    ownership.xmlPrimary

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