Shift4 Payments, Inc.FOUR

Shift4 Payments, Inc. Stock Compensation Disclosure

10-KFiled Feb 27, 20262 min read
Equity-based Compensation
The Company recognized equity-based compensation expense of $82 million, $66 million and $57 million for the years ended December 31, 2025, 2024 and 2023, respectively.
2020 Incentive Award Plan
The Company’s 2020 Incentive Award Plan, as amended and restated in June 2022 (the “Restated Equity Plan”), provides for the grant of RSUs, PRSUs, stock options, dividend equivalent awards, stock payments, stock appreciation rights, and other stock or cash awards. The number of shares available for issuance is subject to an annual increase on the first day of each year beginning in 2023 and ending in and including 2032, equal to the lesser of (1) 2% of the shares outstanding (on an as-converted basis, taking into account any and all securities convertible into, or exercisable, exchangeable or redeemable for, shares of Class A common stock (including LLC Interests of Shift4 Payments, LLC)) on the last day of the immediately preceding fiscal year and (2) such smaller number of shares as determined by the Board.
As of December 31, 2025, a maximum of 2,613,740 shares of the Company’s Class A common stock were available for issuance under the Restated Equity Plan. The Company expects to make 1,730,632 additional shares of Class A common stock available for issuance under the Restated Equity Plan in the first quarter of 2026.
RSUs and PRSUs
RSUs and PRSUs represent the right to receive shares of the Company’s Class A common stock at a specified date in the future. The following table presents the expected number of shares that are expected to vest in each year as of December 31, 2025, subject to continued service:
20262027202820292030Total
Granted in 2021179,204 — — — — 179,204 
Granted in 202257,126 57,636 — — — 114,762 
Granted in 2023208,230 107,283 13,931 — — 329,444 
Granted in 2024268,437 147,276 2,911 — — 418,624 
Granted in 2025233,964 283,350 283,764 48,662 48,662 898,402 
Total946,961 595,545 300,606 48,662 48,662 1,940,436 
The RSU and PRSU activity was as follows:
Number of
RSUs and PRSUs		Weighted Average Grant Date
Fair Value
Unvested balance at December 31, 20222,465,355 $47.57 
Granted1,415,102 63.87 
Vested(1,096,241)44.19 
Forfeited or cancelled(439,006)55.22 
Unvested balance at December 31, 20232,345,210 57.35 
Granted1,160,816 67.22 
Vested(1,021,787)58.05 
Forfeited or cancelled(314,896)58.53 
Unvested balance at December 31, 20242,169,343 62.13 
Granted1,180,012 88.73 
Vested(1,226,315)65.19 
Forfeited or cancelled(182,604)65.64 
Unvested balance at December 31, 20251,940,436 $75.99 
The grant date fair value of RSUs and PRSUs subject to continued service or those that vest immediately was determined based on the price of the Company’s Class A common stock on the grant date.
As of December 31, 2025, the Company had $101 million of total unrecognized equity-based compensation expense related to outstanding RSUs and PRSUs, which is expected to be recognized over a weighted-average period of 2.3 years.

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

Other Available Disclosures

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