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Shift4 Announces Upsize and Pricing of Offering of Series A Mandatory Convertible Preferred Stock

CENTER VALLEY, Pa.–(BUSINESS WIRE)–
Shift4 Payments, Inc. (NYSE: FOUR)(“Shift4” or the “Company”), a leader in integrated payments and commerce technology, today announced the pricing of its previously announced underwritten public offering (the “Offering”) of 8,750,000 shares of Series A Mandatory Convertible Preferred Stock, par value $0.0001 per share (“Mandatory Convertible Preferred Stock”), of the Company at a public offering price of $100.00 per share of Mandatory Convertible Preferred Stock. The size of the offering was increased from the previously announced offering of 7,500,000 shares of Mandatory Convertible Preferred Stock. In addition, Shift4 has granted to the underwriters of the Offering a 30-day option to purchase up to an additional 1,250,000 shares of Mandatory Convertible Preferred Stock at the public offering price, less underwriting discounts and commissions, solely to cover over-allotments, if any. The Offering is expected to close on or about May 5, 2025 subject to customary closing conditions.

Shift4 intends to use the net proceeds from the Offering, proposed additional permanent debt financing of up to $1,735.0 million, together with cash on its balance sheet for (i) the payment of the cash consideration due in respect of Shift4’s previously announced acquisition of Global Blue Group Holding AG (the “merger”) and related fees, costs and expenses and/or (ii) general corporate purposes, including repayment of debt, other strategic acquisitions and growth initiatives.

The Mandatory Convertible Preferred Stock will accumulate cumulative dividends at a rate per annum equal to 6.00% on the liquidation preference thereof, which is $100.00 per share of the Mandatory Convertible Preferred Stock. Subject to the rights of holders of any of Shift4’s dividend senior stock, dividends on the Mandatory Convertible Preferred Stock will be payable when, as and if declared by Shift4’s board of directors, quarterly in arrears on February 1, May 1, August 1 and November 1 of each year, beginning on August 1, 2025 and ending on, and including, May 1, 2028. Declared dividends on the Mandatory Convertible Preferred Stock will be payable, at the Company’s election, in cash, shares of Shift4’s Class A Common Stock, par value $0.0001 (the “Class A Common Stock”), or a combination of cash and shares of Class A Common Stock. Unless previously converted or redeemed, each outstanding share of Mandatory Convertible Preferred Stock will automatically convert, for settlement on or about May 1, 2028 (subject to postponement in certain limited circumstances), into between 0.9780 and 1.2224 shares of Class A Common Stock, subject to customary anti-dilution adjustments. The preferred stockholders will have the right to convert all or any portion of their shares of Mandatory Convertible Preferred Stock at any time before the mandatory conversion settlement date. Shift4 will have the right to redeem all, but not less than all, of the Mandatory Convertible Preferred Stock if certain non-occurrence events occur with respect to the merger, including if the merger has not closed within a specified period of time. The completion of the Offering is not contingent upon the consummation of the merger, which, if consummated, will occur subsequent to the completion of the Offering.

Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., Wells Fargo Securities, LLC, Barclays Capital Inc., Citizens JMP Securities, LLC, and Santander US Capital Markets LLC are acting as joint book-running managers for the Offering.

A registration statement on Form S-3 relating to these securities has been filed with the Securities and Exchange Commission (the “SEC”) and has become effective. The Offering may be made only by means of a prospectus supplement and accompanying prospectus. A copy of the final prospectus supplement and accompanying prospectus related to the Offering can be obtained, when available, for free by visiting the SEC’s website at http://www.sec.gov or by contacting Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Prospectus Department, or by email at [email protected], or by telephone: (866) 471-2526, Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by email at [email protected], or by telephone: (800) 831-9146 or Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or email a request to [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Nothing in this press release constitutes an offer to sell or solicitation of an offer to buy any securities of Shift4.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Shift4 intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including statements regarding the proposed merger.

These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any futures results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: the consummation of the proposed merger; our ability to integrate Global Blue into our business successfully or realize the anticipated synergies and related benefits of the proposed merger; the substantial and increasingly intense competition worldwide in the financial services, payments and payment technology industries; potential changes in the competitive landscape, including disintermediation from other participants in the payments chain; the effect of global economic, political and other conditions on trends in consumer, business and government spending; fluctuations in inflation; our ability to anticipate and respond to changing industry trends and the needs and preferences of our merchants and consumers; our reliance on third-party vendors to provide products and services; risks associated with acquisitions, dispositions and other strategic transactions; our inability to protect our IT systems and confidential information, as well as the IT systems of third parties we rely on, from continually evolving cybersecurity risks, security breaches and/or other technological risks; compliance with governmental regulation and other legal obligations, particularly related to privacy, data protection and information security and marketing across different markets where we conduct our business; our ability to comply with a variety of laws and regulations, including those relating to financial services, anti-money laundering, anti-bribery, sanctions, and counter-terrorist financing, consumer protection, and cryptocurrencies in various jurisdictions where we conduct our business; our ability to continue to expand our share of the existing payment processing markets or expand into new markets; our ability to integrate and interoperate our services and products with a variety of operating systems, software, devices, and web browsers; our dependence, in part, on our merchant and software partner relationships and strategic partnerships with various institutions to operate and grow our business; and the significant influence Jared Isaacman, our CEO and founder, has over us, including control over decisions that require the approval of stockholders. These and other important factors discussed under the caption “Risk Factors” in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2024 and in Part II, Item 1A. in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and our other filings with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release.

Any such forward-looking statements represent management’s expectations as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.

About Shift4 Payments:

Shift4 Payments (NYSE: FOUR) is boldly redefining commerce by simplifying complex payments ecosystems across the world. As the leader in commerce-enabling technology, Shift4 powers billions of transactions annually for hundreds of thousands of businesses in virtually every industry.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250430379252/en/

Investor Relations:

Thomas McCrohan

EVP, Head of Investor Relations

Shift4

484.735.0779

[email protected]

Paloma Main

Director, Strategy & Investor Relations

Shift4

484.954.5768

[email protected]

Media Contacts:

Nate Hirshberg

SVP, Marketing

Shift4

888.276.2108 x1107

[email protected]

KEYWORDS: United States North America Pennsylvania

INDUSTRY KEYWORDS: Software Networks Payments Finance Banking Data Management Professional Services Technology

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Faraday Future Issues Statement on Potential Illegal Short Selling and Online Infringement to Protect Interests of Stockholders

LOS ANGELES–(BUSINESS WIRE)–
Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) (“Faraday Future”, “FF” or “Company”), a California-based global shared intelligent electric mobility ecosystem company, issued a statement on potential illegal short selling and the spread of knowingly false and misleading information on social media targeting the Company. Below is the Company’s full statement.

Statement on Potential Illegal Short Selling and Online Infringement to Protect Interests of Stockholders

Recently, the Company has noticed that certain individuals have repeatedly posted false or misleading information about the Company on social media platforms in multiple countries, damaging the reputation of the Company and related entities. In this regard, the Company declares as follows:

1. Zero Tolerance for Illegal Short Selling

Since 2023, the Company has conducted investigations into institutions potentially engaged in illegally short selling involving the Company’s stock. The Company is committed to protecting its investors and maximizing stockholder value and will take all actions necessary to ensure it is not the target of illegal market manipulation. It will continue to work to combat potentially manipulative and egregious illegal short selling and trading activities to help ensure fair market conditions.

2. Zero Tolerance for Knowingly False and Misleading Claims About the Company

The Company has identified a group of people making false and misleading information on social media targeting the Company, and has promptly taken action. As a result, these individuals and their associated online accounts have voluntarily removed false and misleading content and ceased related activities.

Moving forward, the Company will continue to engage with others making deliberately false and misleading information about the Company.

3. Initiate Legal Proceedings

The Company has a cross-border legal team to consider legal action against the aforementioned activities. Starting immediately and as advisable, we will file lawsuits and report to regulatory authorities in relevant jurisdictions and pursue their legal liability depending on the circumstances. We will adopt measures including but not limited to:

• Lawsuits for illegal market manipulation, making knowingly intentional false statements about the Company, defamation, and privacy violations.
• Asset preservation and behavioral injunctions to prevent further infringement; and
• Collaboration with authorities to investigate such acts.

The Company hereby demands the immediate cessation of all infringing activities. Any attempt to harm the Company’s interests through illegal means will result in corresponding legal consequences. The Company will use legal measures to safeguard market order and the rights and interests of all investors.

ABOUT FARADAY FUTURE

Faraday Future is the pioneer of the Ultimate AI Tech Luxury ultra spire market in the intelligent EV era, and the disruptor of the traditional ultra-luxury car civilization epitomized by Ferrari and Maybach. FF is not just an EV Company, but also a software-driven intelligent internet Company. Ultimately FF aims to become a User Company by offering a shared intelligent mobility ecosystem. FF remains dedicated to advancing electric vehicle technology to meet the evolving needs and preferences of users worldwide, driven by the pursuit of intelligent and AI-driven mobility.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250430284447/en/

Investors (English): [email protected]

Investors (Chinese): [email protected]

Media: [email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Automotive Manufacturing EV/Electric Vehicles Automotive Technology Manufacturing Professional Services General Automotive Vehicle Technology Software Alternative Vehicles/Fuels Legal

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e.l.f. Cosmetics Unleashes “The Many-Trick Pony” Because No One Puts Halo Glow in a Box

Rebecca Black voices campaign spotlighting e.l.f.’s holy grail, social media darling and overachieving workhorse

OAKLAND, Calif.–(BUSINESS WIRE)–
In a world of one-trick ponies, e.l.f. delivers a glow that really goes the distance. e.l.f. Cosmetics, a brand from e.l.f. Beauty (NYSE: ELF), launches a new campaign today starring multi-hyphenate, multi-talented, multi-tasker, Halo Glow Liquid Filter.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20250430845241/en/

And, of course, e.l.f. couldn’t have “The Many-Trick Pony” without a talking horse. And who doesn’t love a talking horse!

The clever and comedic spot literally stops the music, disrupting a perfectly ordinary and expected beauty commercial. “The term `one-trick pony’ is actually very offensive,” interrupts the long-locked pony, blonde extensions blowing in the wind. “We prefer `multi-talented small-boned horse.’”

The voice belongs to singer, songwriter and DJ Rebecca Black. This pony is out to prove that there is more sparkle behind Halo Glow Liquid Filter than meets the eye. Designed to be worn in so many ways—as a glowy base, mixed with foundation, a highlighter, or even solo for a filter-like finish—Halo Glow Liquid Filter is the definition of a workhorse.

“In the e.l.f.iverse, we celebrate many superpowers. Self-expression is encouraged in every beautiful form. When it comes to Halo Glow Liquid Filter, they include cruelty free, accessibility and being the greatest glow booster you’ve ever seen. ‘The Many-Trick Pony’ is our rally to unapologetically live your bold truths – and an e.l.f.ing hilarious excuse to make a horse talk,” said Kory Marchisotto, Chief Marketing Officer of e.l.f. Beauty. “We’re not being shy that Halo Glow Liquid Filter can shine in a thousand ways—and you don’t need anyone’s permission to do it. We’re reminding our community that there’s power in e.l.f.ing the status quo, one unexpected move at a time.”

“Becoming the multi-talented small-boned horse was nothing short of an honor,” said Rebecca Black. “The Halo Glow Liquid Filter is such an amazing product, and I am so excited to be working with e.l.f. on such a creative campaign.”

Rebecca Black—yes, the pop-disrupting and cult-followed queer icon, Rebecca Black, whose rise to fame for her 2011 viral sensation “Friday,” was a perfect partner for a product that refuses to be defined by just one moment. The social buzz following the release of her new album “SALVATION” and a sold-out SALVATION tour across the U.S., Europe and the U.K. made her a natural fit for this campaign about reinvention, versatility and, of course, glow.

Directed with a wink and packed with personality, the campaign video starts down the well-worn path of a serious model walking through the fields in an evening gown. Sound familiar? The bold disruption with a kind heart comes from the real heroine, “The Many-Trick Pony”, brimming with sass, charm and humorous self-awareness.

Her message? Don’t underestimate the power of someone or something that can do it all.

“The Many-Trick Pony” campaign is live across digital platforms including Hulu, Amazon, Peacock, Tubi and e.l.f.’s owned channels. The video is part of a broader content ecosystem including out-of-home and social media throughout the U.S., U.K. and Canada. The campaign was created with creative agency partner, Mischief.

And there’s more to come. To anyone who pigeonholes our e.l.f.ies, watch out!

View the full campaign video here.

About e.l.f. Cosmetics:

e.l.f. Beauty (NYSE: ELF) is fueled by a belief that anything is e.l.f.ing possible. We are a different kind of company that disrupts norms, shapes culture and connects communities through positivity, inclusivity and accessibility. e.l.f. Cosmetics, our global flagship brand, makes the best of beauty accessible to every eye, lip and face by bringing together the best of beauty, culture and entertainment. Our superpower is delivering universally appealing, premium quality products at accessible prices that are e.l.f. clean and vegan, all double-certified by Leaping Bunny and PETA as cruelty free. We are proud to have products made in Fair Trade Certified™ facilities. Learn more at www.elfcosmetics.com.

About Rebecca Black:

Rebecca Black (@msrebeccablack) is an artist who defines her own path. An undisputed icon of underground music, fashion, and queer art scenes. Most recently, the internet adored Mexican-American singer, songwriter and DJ stepped into a new era with “SALVATION,” a 7-track project which presents hedonistic, confident bangers that cascade through electronic sounds, drifting from synth-driven confessionals and also pulling back into four-on-the-floor mayhem. These led to performances at the GLAAD Awards and Tamron Hall. Nearly a decade since her iconic cameo in Katy Perry’s video for “Last Friday Night,” Black will join Katy Perry on her tour, following Katy asking Rebecca during the sold-out SALVATION Tour encore in Los Angeles.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250430845241/en/

e.l.f. Beauty

Jennifer Budres-Tani

[email protected]

KEYWORDS: Ireland United States United Kingdom Canada Southeast Asia North America Europe California

INDUSTRY KEYWORDS: Media Entertainment Social Media LGBTQ+ Consumer Cosmetics Celebrity Retail Marketing Music Advertising Communications

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e.l.f. Cosmetics launches new “The Many-Trick Pony” campaign highlighting e.l.f.’s holy grail, Halo Glow Liquid Filter. Featuring the voice of Rebecca Black, the spot showcases how this multi-tasking product is the definition of a workhorse.

Photo

e.l.f. Cosmetics launches new “The Many-Trick Pony” campaign highlighting e.l.f.’s holy grail, Halo Glow Liquid Filter. Featuring the voice of Rebecca Black, the spot showcases how this multi-tasking product is the definition of a workhorse.

Photo

e.l.f. Cosmetics launches new “The Many-Trick Pony” campaign highlighting e.l.f.’s holy grail, Halo Glow Liquid Filter. Featuring the voice of Rebecca Black, the spot showcases how this multi-tasking product is the definition of a workhorse.

Photo

e.l.f. Cosmetics launches new “The Many-Trick Pony” campaign highlighting e.l.f.’s holy grail, Halo Glow Liquid Filter. Featuring the voice of Rebecca Black, the spot showcases how this multi-tasking product is the definition of a workhorse.

Photo

e.l.f. Cosmetics launches new “The Many-Trick Pony” campaign highlighting e.l.f.’s holy grail, Halo Glow Liquid Filter. Featuring the voice of Rebecca Black, the spot showcases how this multi-tasking product is the definition of a workhorse.

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REI Super Selects SS&C For Superannuation Administration

WINDSOR, Conn.–(BUSINESS WIRE)–SS&C Technologies Holdings, Inc. (Nasdaq: SSNC) today announced that REI Super (“REI”), the superannuation fund for Australia’s real estate industry, has signed a long-term agreement to partner with SS&C. REI selected SS&C to serve as the fund’s administrator following a competitive tender process.

SS&C Global Investor & Distribution Solutions (GIDS) will provide REI with superannuation administration services and streamlined operations support to its 24,000 members across Australia. REI will benefit from SS&C’s local administration expertise, supported by its global investment in digital service channels, automation and artificial intelligence to enhance the member experience.

“As one of Australia’s longest-standing superannuation funds, our focus has always been on serving our members,” said Jarrod Coysh, CEO of REI Super. “SS&C’s extensive track record in fund administration and innovative technology make them the ideal operations partner to help us best meet our members’ needs.”

“We are pleased to partner with REI Super,” said Shaun McKenna, Head of GIDS Australia at SS&C Technologies. “As the superannuation industry continues to grow and the regulatory environment evolves, it is imperative for funds to select the right external partner to meet their operational needs. We look forward to collaborating closely with REI to provide their members best-in-class experiences.”

SS&C is positioned to service over 1.6 million superannuation members and wealth accounts across Australia by the end of 2025, accounting for $180 billion (AUD) in funds under administration. The Australian market represents a key growth market for SS&C, which is also on track to add more local capacity, employees, and office space in the second half of the year to meet increased regional demand. Boosting SS&C’s presence will support its growing team of Australian employees, set to number nearly 2,000 by Q3. SS&C’s continued investment in the region highlights the company’s commitment to becoming Australia’s leading superannuation administration partner.

About REI Super

REI Super is the leading industry super fund for the real estate industry in Australia. Founded in 1975, REI Super was built by, and for, the real estate industry and has consistently delivered personalised services and investment returns to its members and employers for over 50 years. REI Super provides superannuation and pension products, insurance products, and financial advice to over 24,000 Australians.

About SS&C Technologies

SS&C is a global provider of services and software for the financial services and healthcare industries. Founded in 1986, SS&C is headquartered in Windsor, Connecticut, and has offices around the world. More than 22,000 financial services and healthcare organizations, from the world’s largest companies to small and mid-market firms, rely on SS&C for expertise, scale and technology.

Additional information about SS&C (Nasdaq: SSNC) is available at www.ssctech.com.

Follow SS&C on X, LinkedIn and Facebook.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250430157544/en/

Brian Schell | Chief Financial Officer, SS&C Technologies

Tel: +1-816-642-0915 | E-mail: [email protected]

Justine Stone | Investor Relations, SS&C Technologies

Tel: +1-212-367-4705 | E-mail: [email protected]

Media Contacts

Sam Gentile

Tel: +1-646-818-9195 | E-mail: [email protected]

KEYWORDS: Australia/Oceania Australia United States North America Connecticut

INDUSTRY KEYWORDS: Banking Technology Accounting REIT Professional Services Construction & Property Security Other Technology Software Other Professional Services Internet Hardware Insurance Data Management Finance Consulting Fintech

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