false 0001794669 0001794669 2024-12-04 2024-12-04

 

 

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

December 4, 2024

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

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.

The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01 – Other Events.

On December 4, 2024, Shift4 Payments, Inc. (the “Registrant,” “Shift4,” or the “Company”) issued a press release announcing that its Founder, Chief Executive Officer and Chairman of the Board of Directors Jared Isaacman has been nominated by President-elect Donald J. Trump to serve as Administrator of the National Aeronautics and Space Administration and the intention of Mr. Isaacman to remain in his position at the Company until his appointment is confirmed by the U.S. Senate. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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 Mr. Isaacman’s nomination and intent to remain in his position until his appointment is confirmed by the U.S. Senate. 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, 2023, as updated by the Company’s other filings with the Securities and Exchange Commission, 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 9.01 - Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:

 

Exhibit No.

   

Description

99.1    Press Release issued on December 4, 2024
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: December 4, 2024

 

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

 

LOGO

December 4, 2024

Shift4 Family

Subject: Jared Isaacman’s Acceptance of Nomination for NASA Administrator

To My Shift4 Family,

After nearly 26 years leading Shift4, the time has come for me to embark on a new journey. I was nominated to lead NASA - a role that reflects my passion for advancing humankind’s reach among the stars, unlocking the secrets of the universe, and improving life on Earth along the way.

Throughout my career, I’ve taken on ambitious endeavors, including going to space, that required a strong management team capable of carrying the vision forward. I am proud to say Shift4’s leadership has never been stronger. Taylor Lauber has been at the heart of our evolution, leading our IPO and Strategy, and navigating the opportunities and challenges of being a public company. I am confident that Taylor and the team will continue to execute our ambitious growth plans with precision and passion.

On that note, Shift4 is incredibly well-positioned for the future. Our strategy to win across restaurants, hotels, stadiums, and e-commerce, and do so worldwide is stronger than ever. With a solid financial foundation, low leverage, and an impressive pipeline of opportunities, Shift4 is positioned to deliver exceptional growth for years to come.

I intend to remain CEO until my confirmation and will be fully engaged at our Investor Day in February, where we will share our vision to deliver profitable growth well into the future. I also plan to retain the majority of my equity interest in Shift4, subject to ethics obligations and will move quickly to reduce my voting power to be commensurate with other Class-A shareholders. While I can envision a future where I return, I know the company is in great hands.

Shift4 has been my life’s work since I was 16 years old, but it is my time to serve and give back to the nation that enabled me to live the American dream.

With sincere gratitude,

 

LOGO

Jared Isaacman

CEO

Shift4

3501 Corporate Pkwy, Center Valley, PA 18034 | www.shift4.com

 

LOGO

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