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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)*
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Shift4 Payments, Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
82452J109 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 82452J109 |
| 1 | Names of Reporting Persons
Jared Isaacman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,363,291.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
25.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The reported securities represent 21,949,307 shares of Class A Common Stock ("Class A Shares") and 413,984 Class A Shares issuable upon conversion of Series A Mandatory Convertible Preferred Stock ("Series A Preferred").
The reported percentage is calculated based on 67,564,638 Class A Shares outstanding as of October 31, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on November 6, 2025, as increased by (i) 20,924,337 Class A Shares issued in the Exchange (defined below) and (iii) 413,984 Class A Shares issuable upon conversion of the Series A Preferred.
SCHEDULE 13G
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| CUSIP No. | 82452J109 |
| 1 | Names of Reporting Persons
Rook Holdings Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
21,166,499.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
23.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The reported securities represent 20,752,515 Class A Shares and 413,984 Class A Shares issuable upon conversion of Series A Preferred.
The reported percentage is calculated based on (i) 67,564,638 Class A Shares outstanding as of October 31, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on November 6, 2025, as increased by (i) 20,924,337 Class A Shares issued in the Exchange (defined below) and (iii) 413,984 Class A Shares issuable upon conversion of the Series A Preferred.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Shift4 Payments, Inc. | |
| (b) | Address of issuer's principal executive offices:
3501 Corporate Parkway, Center Valley, PA 18034 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by Jared Isaacman, an individual, and Rook Holdings Inc., a Delaware corporation ("Rook"), which is wholly owned by Jared Isaacman. The foregoing are referred to herein as the "Reporting Persons." | |
| (b) | Address or principal business office or, if none, residence:
3812 Easton Nazareth Hwy, Easton, PA 18045 | |
| (c) | Citizenship:
See reponses to Row 4 on each cover page. | |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
82452J109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to Row 9 on each cover page.
The reported securities give effect to the exchange by the Reporting Persons of previously reported shares of Class C Common Stock and equity common units in Shift4 LLC for Class A Shares and the corresponding forfeiture of previously reported shares of Class B Common Stock (the "Exchange"), after which: (i) Rook directly holds 20,752,515 Class A Shares and Series A Preferred convertible into 413,984 Class A Shares, and (ii) Jared Isaacman directly holds 1,024,970 Class A Shares and may beneficially own the 21,166,499 Class A Shares beneficially owned by Rook as well as 171,822 Class A Shares held in family trusts. | |
| (b) | Percent of class:
See responses to Item 4(a) and Row 11 on each cover page. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See responses to Row 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Row 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Row 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Row 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit A Power-of-Attorney, dated Feburary 17, 2026
Exhibit B Joint Filing Agreement, dated February 17, 2026 |