Shift4 Payments Inc-A美股招股说明书(2025-05-02版)

8,750,000 Shares of 6.00% Series A Mandatory Convertible Preferred Stock We are offering 8,750,000 shares of our 6.00% Series A Mandatory Convertible Preferred Stock, $0.0001 par value per share (our “mandatory convertiblepreferred stock”). In addition, we have granted the underwriters an option, which is exercisable within 30 days after the date of this prospectus supplement, to purchaseup to an additional 1,250,000 shares of mandatory convertible preferred stock solely to cover 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 6.00% on the liquidation preference thereof, whichis $100.00 per share of mandatory convertible preferred stock. Subject to the rights of holders of any dividend senior stock, dividends on the mandatory convertiblepreferred stock will be payable when, as and if declared by our board of directors, out of funds legally available for their payment to the extent paid in cash, quarterly inarrears on February1, May1, August1 and November1 of each year, beginning on August1, 2025 and ending on, and including, May1, 2028. Declared dividends onthe mandatory convertible preferred stock will be payable, at our election, in cash, shares of our ClassA common stock or a combination of cash and shares of ourClassA common stock, 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 convertible preferred stock willautomatically convert, for settlement on the mandatory conversion settlement date, which is scheduled to occur on May1, 2028, into between 0.9780 and 1.2224 sharesof our ClassA common stock (the “minimum conversion rate” and the “maximum conversion rate,” respectively). Each of the minimum conversion rate and themaximum conversion rate is subject to adjustment as described in this prospectus supplement. The conversion rate that will apply to mandatory conversions will be determined based on the average of the “daily VWAPs” (as defined in this prospectussupplement) over the 20 consecutive “VWAP trading days” (as defined in this prospectus supplement) beginning on, and including, the 21st “scheduled trading day” (asdefined in this prospectus supplement) immediately before May1, 2028. The conversion rate applicable to mandatory conversions may in certain circumstances beincreased to compensate preferred stockholders for certain unpaid accumulated dividends. EARLY CONVERSION Holders of the mandatory convertible preferred stock will have the right to convert all or any portion of their shares of mandatory convertible preferred stock intoshares of our ClassA common stock at any time until the close of business on the “mandatory conversion date” (as defined in this prospectus supplement). Earlyconversions that are not in connection with a “make-whole fundamental change” (as defined in this prospectus supplement) will be settled at the minimum conversionrate. In addition, the conversion rate applicable to such an early conversion may in certain circumstances be increased to compensate holders of the mandatoryconvertible preferred stock for certain unpaid accumulated dividends. If a make-whole fundamental change occurs, then preferred stockholders will, in certain circumstances, be entitled to convert their mandatory convertiblepreferred stock at an increased conversion rate for a specified period of time and receive an amount to compensate them for certain unpaid accumulated dividends andany remaining future scheduled dividend payments. OPTIONAL REDEMPTION UPON ACQUISITIONNON-OCCURRENCEEVENT If an “acquisitionnon-occurrenceevent” with respect to the “Global Blue Merger” (each as defined in this prospectus supplement) occurs, then we will have theright to redeem all, but not less than all, of the mandatory convertible preferred stock at the redemption price described in this prospectus supplement. The completion ofthis offering is not contingent on the consummation of the Global Blue Merger, which, if consummated, will occur subsequent to the completion of this offering. 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 Table of Contents portion of the cash consideration due in respect of the Global Blue Merger and related fees, costs and expenses and/or (ii)general corporate purposes, includingrepayment of debt, other strategic acquisitions and growth initiatives. See “Use of Proceeds.” We are a holding company and our principal asset is a controlling equity interest in Shift4 Payments, LLC. We are the sole managing m