Isaacman (NYSE: FOUR) swaps multi-class holdings into Class A and adds Series A preferred
Rhea-AI Filing Summary
Shift4 Payments, Inc. insider Jared Isaacman filed a Form 4 detailing a major recapitalization of his holdings into a single share class. On February 7, 2026, a Transaction Agreement among Shift4 Payments, LLC, Isaacman and his wholly owned Rook Holdings Inc. reorganized equity interests.
Rook redeemed and exchanged all of its 19,801,028 LLC Interests for an equal number of Shift4 Class A common shares, and the corresponding Class B common shares were canceled. Separately, Isaacman exchanged all of his Class C common shares for an equal number of Class A shares. Following these steps, the only class of Shift4 stock owned by or through entities controlled by Isaacman is Class A common stock, with substantial amounts held of record by Rook.
In connection with these transactions, Isaacman was also issued 423,296 shares of Series A Mandatory Convertible Preferred Stock in a private placement. The Series A is convertible into Class A common stock on a one-for-0.9780 basis at the holder’s option and will mandatorily convert on May 1, 2028. Certain Class A shares are held in UTMA accounts for Liv A. Isaacman, for which Isaacman disclaims beneficial ownership.
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Insights
Isaacman consolidates Shift4 ownership into Class A and adds mandatorily convertible preferred shares.
The Form 4 shows Jared Isaacman, a more-than-10% owner of Shift4 Payments (FOUR), simplifying his equity structure. Through a Transaction Agreement, Rook Holdings Inc., which he wholly owns, exchanged 19,801,028 LLC Interests for the same number of Class A shares, with matching Class B shares canceled.
Isaacman also exchanged all of his Class C shares for an equal number of Class A shares, so his economic stake is now concentrated in one common class. Large indirect holdings are recorded in Rook, while some Class A shares are held in UTMA accounts for Liv A. Isaacman, where he explicitly disclaims beneficial ownership.
Additionally, he received 423,296 shares of Series A Mandatory Convertible Preferred Stock in a private placement. This Series A is convertible into Class A on a one-for-0.9780% basis before its mandatory conversion on May 1, 2028. Overall, the filing describes structural shifts and preferred issuance without indicating cash sales into the market, so it functionally restructures rather than reduces his exposure.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | LLC Interests | 19,801,028 | $0.00 | -- |
| Grant/Award | Series A Mandatory Convertible Preferred Stock | 423,296 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 951,487 | $0.00 | -- |
| Disposition | Class C Common Stock | 951,487 | $0.00 | -- |
| Conversion | Class A Common Stock | 19,801,028 | $0.00 | -- |
| Disposition | Class B Common Stock | 19,801,028 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 85,911 | $0.00 | -- |
| Disposition | Class C Common Stock | 85,911 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 85,911 | $0.00 | -- |
| Disposition | Class C Common Stock | 85,911 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- On December 18, 2026, the Reporting Person, Mr. Isaacman, was confirmed and appointed as administrator of the National Aeronautics and Space Administration. Subsequently, on February 7, 2026, the Issuer, Shift4 Payments, LLC ("Shift4 LLC") Mr. Isaacman and Rook Holdings Inc., a Delaware corporation ("Rook") wholly owned by Mr. Isaacman, entered into a Transaction Agreement (the "Transaction Agreement"). Pursuant to the Transaction Agreement, among other transactions, the following transactions occurred: (i) Rook effected a redemption and exchange of all of its equity common units ("LLC Interests") in Shift4 LLC on a one-for-one basis for shares of the Issuer's Class A common stock (the "Class A Common Stock") and cancelled the corresponding shares of the Issuer's Class B common stock (the "Class B Common Stock"), (Continued from footnote 1) and (ii) Mr. Isaacman exchanged all of his shares of the Issuer's Class C common stock (the "Class C Common Stock") on a one-for-one basis for shares of Class A Common Stock. As a result, the sole class of stock of the Issuer owned by the Reporting Person is Class A Common Stock. Securities held of record by Rook. The Reporting Person is the sole stockholder of Rook and therefore may be deemed to have beneficial ownership with respect to such securities. Reflects the cancellation for no consideration of Class B Common Stock in connection with the conversion of LLC Interests into Class A Common Stock. The LLC Interests were generally redeemable at any time for shares of the Class A Common Stock on a one-for-one basis. Held by Jared Isaacman C/F Liv A. Isaacman UTMA. The reporting person disclaims beneficial ownership of these shares. Held by Jared Isaacman C/F Liv A. Isaacman UTMA. The reporting person disclaims beneficial ownership of these shares. The LLC Interests were generally redeemable at any time for shares of the Class A Common Stock on a one-for-one basis. In connection with the transactions described herein, the Reporting Person was issued shares of the Issuer's Series A Mandatory Convertible Preferred Stock (the "Series A") in a private placement. The Series A is convertible at any time prior to the mandatory conversion settlement (as defined in the certificate of designation for the Series A) on a one-for-0.9780 basis at the holder's option. The Series A will mandatorily convert on May 1, 2028.
