Current Report · Items 1.01, 2.03, 9.01 · 8-K
Shift4 Payments, Inc.
FOURNYSEEQUITYCurrent
Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 1.01. Entry into a Material Definitive Agreement. Credit Agreement Amendment On July 8, 2026 (the “Effective Date”), Shift4 Payments, LLC, a Delaware limited liability company (“Shift4, LLC”), and a direct subsidiary of Shift4 Payments, Inc., a Delaware corporation (the “Company”), and certain other wholly-owned subsidiaries of Shift4, LLC (the “Subsidiary Guarantors”) entered into Amendment No.…
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Credit Agreement Amendment
On July 8, 2026 (the “Effective Date”), Shift4 Payments, LLC, a Delaware limited liability company (“Shift4, LLC”), and a direct subsidiary of Shift4 Payments, Inc., a Delaware corporation (the “Company”), 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 amended the Second 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 Effective Date, the “Existing Credit Agreement” and, the 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 among Shift4, LLC, the subsidiary guarantors party thereto, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent and collateral agent (in such capacities, the “Administrative Agent”).
The Amendment amended the Existing Credit Agreement to, among other things, (i) effectuate a $1.0 billion incremental senior secured term loan (the “Amendment No. 4 Incremental Term Loans”) as a fungible increase to, and constituting the same class of loans as, the existing Amendment No. 3 Refinancing Term Loans under the Existing Credit Agreement, (ii) extend the maturity date applicable to the revolving credit facility under the Existing Credit Agreement to July 8, 2031 and (iii) make certain other changes to the Existing Credit Agreement.
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.
Except as amended by the Amendment, the terms of the Existing Credit Agreement remain in full force and effect. All other material provisions of the Credit Agreement 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.
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 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.