Shift4 Payments Inc-A美股招股说明书(2025-04-30版)

% Series A Mandatory Convertible Preferred Stock We are offering 7,500,000 shares of our% Series A Mandatory Convertible Preferred Stock, $0.0001 par value per share (our“mandatory convertible preferred stock”). In addition, we have granted the underwriters an option, which is exercisable within 30 days afterthe date of this prospectus supplement, to purchase up to an additional 1,125,000 shares of mandatory convertible preferred stock solely tocover over-allotments, if any, at the public offering price per share shown below, less the underwriting discount. See “Underwriting.” DIVIDENDS The mandatory convertible preferred stock will accumulate cumulative dividends at a rate per annum equal to% on the liquidationpreference thereof, which is $100.00 per share of mandatory convertible preferred stock. Subject to the rights of holders of any dividend seniorstock, dividends on the mandatory convertible preferred stock will be payable when, as and if declared by our board of directors, out of fundslegally available for their payment to the extent paid in cash, quarterly in arrears on February1, May1, August1 and November1 of eachyear, beginning on August1, 2025 and ending on, and including, May1, 2028. Declared dividends on the mandatory convertible preferredstock will be payable, at our election, in cash, shares of our ClassA common stock or a combination of cash and shares of our ClassA commonstock, in the manner, and subject to the provisions, described in this prospectus supplement. MANDATORY CONVERSION Unless previously converted or redeemed as described in this prospectus supplement, each outstanding share of mandatory convertiblepreferred stock will automatically convert, for settlement on the mandatory conversion settlement date, which is scheduled to occur on May1,2028, into betweenandshares of our ClassA common stock (the “minimum conversion rate” and the “maximumconversion rate,” respectively). Each of the minimum conversion rate and the maximum conversion rate is subject to adjustment as describedin this prospectus supplement. The conversion rate that will apply to mandatory conversions will be determined based on the average of the “daily VWAPs” (as definedin this prospectus supplement) over the 20 consecutive “VWAP trading days” (as defined in this prospectus supplement) beginning on, andincluding, the 21st “scheduled trading day” (as defined in this prospectus supplement) immediately before May1, 2028. The conversion rateapplicable to mandatory conversions may in certain circumstances be increased to compensate preferred stockholders for certain unpaidaccumulated dividends. EARLY CONVERSION Holders of the mandatory convertible preferred stock will have the right to convert all or any portion of their shares of mandatoryconvertible preferred stock into shares of our ClassA common stock at any time until the close of business on the “mandatory conversiondate” (as defined in this prospectus supplement). Early conversions that are not in connection with a “make-whole fundamental change” (asdefined in this prospectus supplement) will be settled at the minimum conversion rate. In addition, the conversion rate applicable to such anearly conversion may in certain circumstances be increased to compensate holders of the mandatory convertible preferred stock for certainunpaid accumulated dividends. If a make-whole fundamental change occurs, then preferred stockholders will, in certain circumstances, be entitled to convert theirmandatory convertible preferred stock at an increased conversion rate for a specified period of time and receive an amount to compensate themfor certain unpaid accumulated dividends and any remaining future scheduled dividend payments. OPTIONAL REDEMPTION UPON ACQUISITIONNON-OCCURRENCEEVENT The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting offers to buy thesesecurities in any jurisdiction where the offer or sale is not permitted.If an “acquisitionnon-occurrenceevent” with respect to the “Global Blue Merger” (each as defined in this prospectus supplement)occurs, then we will have the right to redeem all, but not less than all, of the mandatory convertible preferred stock at the redemption pricedescribed in this prospectus supplement. The completion of this offering is not contingent on the consummation of the Global Blue Merger,which, if consummated, will occur subsequent to the completion of this offering. Table of Contents USE OF PROCEEDS We intend to use the net proceeds from our issuance and sale of mandatory convertible preferred stock, proposed additional permanent debt financing of up to$1,735.0 million, together with cash on our balance sheet for (i)the payment of a portion of the cash consideration due in respect of the Global Blue Merger and relatedfees, costs and expenses and/or (ii)g