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~~July 128, 2026

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


Delaware (State or other jurisdiction of incorporation)	001-39313 (Commission File Number)	84-3676340 (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)

~~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))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


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
Series A Mandatory Convertible Preferred Stock, par value $0.0001	FOUR.PRA	The New York Stock Exchange

☐Indicate ~~Pre-commencement~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~14d~~12b-2~~(b)~~ ~~under~~of 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	TradingSymbol(s)	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 1.0701. Entry ~~Submission~~into ~~of Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

OnCredit ~~June 12,~~Agreement 2026, Shift4 Payments, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). A total of 69,298,837 shares of the Company’s Class A common stock, $0.0001 par value per share (the “Common Stock”) were present in person or represented by proxy at the Meeting, representing approximately 87.35% of the Company’s outstanding Common Stock as of the April 13, 2026 record date. Amendment

~~The~~On ~~following~~July ~~are~~8, 2026 (the ~~voting~~“Effective ~~results~~Date”), ~~for~~Shift4 ~~the~~Payments, ~~proposals~~LLC, ~~considered~~a Delaware limited liability company (“Shift4, LLC”), and ~~voted~~a ~~upon~~direct atsubsidiary of Shift4 Payments, Inc., a Delaware corporation (the ~~Meeting~~“Company”), ~~each~~and certain other wholly-owned subsidiaries of Shift4, LLC (the “Subsidiary Guarantors”) entered into Amendment No. 4 to Second Amended and Restated First Lien Credit Agreement (the “Amendment”), which ~~were~~amended ~~described~~the inSecond Amended and Restated First Lien Credit Agreement, dated as of September 5, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the ~~Company’s~~Effective ~~Definitive~~Date, ~~Proxy~~the ~~Statement~~“Existing ~~filed~~Credit ~~with~~Agreement” and, the ~~Securities~~Existing Credit Agreement, as amended by the Amendment the “Amended Credit Agreement”; capitalized terms used but not defined herein shall have the meanings assigned thereto in the Amended Credit Agreement), by and ~~Exchange~~among ~~Commission~~Shift4, onLLC, ~~April 30~~the subsidiary guarantors party thereto, ~~2026.~~the ~~The~~lenders ~~results~~party ~~were~~thereto and Goldman Sachs Bank USA, as ~~follows:~~administrative agent and collateral agent (in such capacities, the “Administrative Agent”).

~~Item~~The 1Amendment -amended ~~Election~~the ofExisting ~~three~~Credit ~~Class III~~Agreement ~~director~~to, ~~nominees~~among toother ~~the~~things, ~~Board~~(i) ~~for~~effectuate a $1.0 billion incremental senior secured term ofloan ~~office~~(the ~~expiring~~“Amendment onNo. 4 Incremental Term Loans”) as a fungible increase to, and constituting the ~~date~~same class of loans as, the ~~Company’s~~existing ~~annual~~Amendment ~~meeting~~No. of3 ~~stockholders~~Refinancing Term Loans under the Existing Credit Agreement, (ii) extend the maturity date applicable to bethe ~~held~~revolving incredit ~~2029~~facility ~~and~~under ~~until~~the ~~their~~Existing ~~respective~~Credit ~~successors~~Agreement ~~have~~to ~~been~~July ~~duly~~8, ~~elected~~2031 and ~~qualified.~~(iii) make certain other changes to the Existing Credit Agreement.

	VotesFOR	VotesWITHHELD	BrokerNon-Votes
Sam Bakhshandehpour	59,496,829	746,898	9,055,110
Jonathan Halkyard	54,877,579	5,366,148	9,055,110
Nancy Disman	52,021,699	8,222,028	9,055,110

The terms of the Amendment No. 4 Incremental Term Loans are substantially identical to the terms applicable to the Amendment No. 3 Refinancing Term Loans under the Existing Credit Agreement. The proceeds of the Amendment No. 4 Incremental Term Loans were or will be used to (i) to pay the fees, premiums, expenses and other transaction costs (including original issue discount and/or upfront fees) payable or otherwise borne by Shift4, LLC and its subsidiaries in connection with the Amendment No. 4 Incremental Term Loans and (ii) for general corporate purposes of Shift4, LLC and its subsidiaries and any other purpose not prohibited by the terms of the Loan Documents.

~~Item~~Except 2as -amended ~~Ratification~~by ofthe Amendment, the ~~appointment~~terms of ~~PricewaterhouseCoopers~~the ~~LLP~~Existing asCredit ~~the~~Agreement ~~Company’s~~remain ~~independent~~in ~~registered~~full ~~public~~force ~~accounting~~and ~~firm~~effect. ~~for~~All other material provisions of the ~~year~~Credit ~~ending~~Agreement ~~December 31~~remain materially unchanged. As of July 8, 2026, after giving effect to the Amendment and the transactions contemplated therein, Shift4, LLC had $1,995,006,250 of outstanding borrowings of Amendment No. 3 Refinancing Term Loans (including Amendment No. 4 Incremental Term Loans) under the Amended Credit Agreement and $0 of outstanding borrowings of Revolving Loans under the Amended Credit Agreement.

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
69,131,006		136,218		31,613		0

The above description of the Amendment is not complete and is subject to and qualified in its entirety by reference to the Amendment and the Credit Agreement, a copy of which is attached as Exhibit 10.1 to this report and incorporated herein by reference. The representations and warranties contained in the Amendment were made only for purposes of that amendment and as of the dates specified therein; were solely for the benefit of certain parties to the Amendment; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations and warranties or any description thereof as characterizations of the actual state of facts or condition of the Company, Shift4, LLC and its subsidiaries. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Amendment, which subsequent information may or may not be fully reflected in public disclosures by the Company.

Item 32.03. Creation -of ~~Approval,~~a onDirect anFinancial ~~advisory~~Obligation ~~(non-binding)~~or ~~basis,~~an ofObligation ~~the~~under ~~compensation~~an ofOff-Balance ~~the~~Sheet ~~Company’s~~Arrangement ~~named~~of ~~executive~~a ~~officers~~Registrant.

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
47,733,886		12,398,705		111,136		9,055,110

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 49.01 – Approval of the Company’s Second Amended and Restated Certificate of Incorporation, (i) eliminating the authorization of and references to Class B and Class C common stock and making related technical, non-~~substantive~~ ~~and~~Financial ~~conforming~~Statements ~~changes~~ and ~~(ii) to provide for exculpation of officers from breaches of fiduciary duty to the extent permitted by the General Corporation Law of the State of Delaware~~Exhibits.

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
59,906,901		278,035		58,791		9,055,110

(d) Exhibits

Item 5 – Approval of the Company’s 2026 Employee Stock Purchase Plan.


No.						Description
10.1						Amendment No. 4 to Second Amended and Restated First Lien Credit Agreement, dated as of July 8, 2026, by and among Shift 4, LLC, the Subsidiary Guarantors, the lenders and other financial institutions party thereto, and Goldman Sachs Bank USA, as Administrative Agent. (Filed herewith)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
48,996,809		11,072,127		174,791		9,055,110

Based on the foregoing votes, each of Sam Bakhshandehpour, Jonathan Halkyard and Nancy Disman were elected as a Class III director and Items 2, 3, 4 and 5 were approved. No other items were presented for shareholder approval at the Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Second Amended and Restated Certificate of Incorporation of Shift4 Payments, Inc.
10.1		Shift4 Payments, Inc. 2026 Employee Stock Purchase Plan
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~June 17~~July 13, 2026

SHIFT4 PAYMENTS, INC.
By:	~~/s/ Jordan Frankel~~	/s/ Jordan Frankel
Name:	~~Jordan Frankel~~	Jordan Frankel
Title:	~~General Counsel and Secretary~~	Chief Legal Officer

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