02/10/2026 | Press release | Distributed by Public on 02/10/2026 07:00
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LLC Interests | (1)(2) | 02/07/2026 | C | 19,801,028 | (7) | (7) | Class A Common Stock | 0 | $ 0 | 0 | I | See footnote(3) | |||
| Series A Mandatory Convertible Preferred Stock | (8) | 02/07/2026 | A | 423,296 | (8) | (8) | Class A Common Stock | 423,296 | (8) | 423,296 | I | See footnote(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Isaacman Jared 3501 CORPORATE PARKWAY CENTER VALLEY, PA 18034 |
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| /s/ Jordan Frankel, Attorney-in-Fact for Jared Isaacman | 02/10/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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"), |
| (2) | (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. |
| (3) | 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. |
| (4) | 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. |
| (5) | Held by Jared Isaacman C/F Liv A. Isaacman UTMA. The reporting person disclaims beneficial ownership of these shares. |
| (6) | Held by Jared Isaacman C/F Liv A. Isaacman UTMA. The reporting person disclaims beneficial ownership of these shares. |
| (7) | The LLC Interests were generally redeemable at any time for shares of the Class A Common Stock on a one-for-one basis. |
| (8) | 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. |