Filing Analysis
Repay Holdings Corporation filed an amendment to its June 1, 2026, 8-K to include required financial statements and pro forma information following its acquisition of KUBRA Holdings, Inc. and KUBRA Data Transfer Ltd. This filing serves to fulfill SEC reporting requirements regarding the completed transaction.
🚩 Red Flags
- None identified in this amendment.
📋 Key Facts
- The filing is an amendment (8-K/A) to an original report filed on June 1, 2026.
- The acquisition of KUBRA Holdings, Inc. and KUBRA Data Transfer Ltd. was completed on June 1, 2026.
- The amendment includes audited financial statements for KUBRA for the years ended December 31, 2025, and 2024.
- The amendment includes unaudited condensed combined financial statements for the three months ended March 31, 2026, and 2025.
- Unaudited pro forma condensed combined financial information as of March 31, 2026, and year-end 2025 is provided.
- The transaction was governed by a Stock Purchase Agreement dated March 30, 2026.
Repay Holdings Corporation has filed an 8-K to announce its quarterly earnings results for the period ended June 30, 2026. The filing includes a press release, an earnings supplement, and an investor presentation.
📋 Key Facts
- Reported date: August 10, 2026
- Reporting period: Quarter ended June 30, 2026
- Included exhibits: Press release (99.1), Earnings Supplement (99.2), and Investor Presentation (99.3)
- Signed by Robert S. Houser, Chief Financial Officer
Repay Holdings Corporation entered into a Cooperation Agreement with PCP Managers II, L.P., resulting in the expansion of its Board of Directors from six to seven members and the appointment of Zachary F. Sadek.
🚩 Red Flags
- The appointment is via a 'Cooperation Agreement' with an affiliate of one of the company's largest stockholders, which often suggests pressure from activist investors to gain board representation.
📋 Key Facts
- Entered into a Cooperation Agreement with PCP Managers II, L.P. on July 13, 2026.
- Board size increased from six (6) to seven (7) members.
- Zachary F. Sadek appointed to the Board effective July 13, 2026.
- Sadek's term expires at the 2027 annual meeting of stockholders.
- Agreement includes standstill restrictions and confidentiality obligations until either 30 days after Sadek's departure or the conclusion of the 2027 Annual Meeting.
Repay Holdings Corp, through its subsidiary Hawk Parent Holdings LLC, entered into the First Amendment to its Credit Agreement on June 12, 2026. The amendment primarily modifies the maturity of the term loan facility and adjusts provisions related to the company's convertible senior notes.
🚩 Red Flags
- Reduction of the term loan maturity date by one year (accelerating the repayment timeline).
📋 Key Facts
- The amendment was entered into on June 12, 2026, following the post-closing syndication of credit facilities.
- The stated maturity of the term loan facility was reduced by one year, moving from June 1, 2033, to June 1, 2032.
- Aggregate commitments and interest rate margins remain unchanged.
- The amendment revises provisions regarding the 'springing maturity' of the Company's 2.875% Convertible Senior Notes due 2029.
- Truist Bank serves as the administrative agent.
Repay Holdings Corp reported the results of its June 10, 2026, Annual Meeting of Stockholders. Key outcomes included the election of directors, ratification of Grant Thornton, LLP as independent auditors, and approval of an amended Omnibus Incentive Plan.
📋 Key Facts
- Stockholders approved the Third Amended and Restated Omnibus Incentive Plan, increasing the number of shares available for awards by 2,500,000.
- The total number of Class A common stock shares authorized under the new incentive plan is 24,726,728.
- The term of the Omnibus Incentive Plan has been extended to April 29, 2036.
- All six director nominees (Paul R. Garcia, Maryann Goebel, Peter J. Kight, John Morris, Emnet Rios, and Richard E. Thornburgh) were elected for terms expiring in 2027.
- Executive compensation was approved on a non-binding advisory basis.
- Grant Thornton, LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
Repay Holdings Corp completed the acquisition of KUBRA for approximately $372 million and entered into a new $600 million credit facility to fund the purchase and refinance existing debt.
🚩 Red Flags
- Significant increase in leverage to fund the acquisition, evidenced by the $600 million in new credit facilities.
- Multiple 8-K items (1.01, 1.02, 2.01, 2.03, 7.01, 9.01) in a single filing, indicating a complex corporate event.
- Tight linkage between the new debt maturity and the 2029 Convertible Senior Notes maturity (91-182 days prior).
📋 Key Facts
- Acquired KUBRA (Kubra US and Kubra Canada) for an aggregate cash purchase price of approximately $372 million on June 1, 2026.
- Entered into a new Credit Agreement featuring a $500 million senior secured first lien term loan facility and a $100 million revolving credit facility.
- Term Loan Facility interest rates are Term SOFR + 5.5% or Base Rate + 4.5%.
- Revolving Credit Facility interest rates are initially Term SOFR + 4.25% or Base Rate + 3.25%.
- The new credit facility was used to finance the KUBRA acquisition, refinance the existing July 10, 2024 credit agreement, and repay KUBRA's indebtedness.
- The agreement includes a maximum total net leverage ratio covenant of 6.10 to 1.00.
Repay Holdings Corporation announced its financial results for the first quarter ended March 31, 2026. The filing includes the official earnings press release along with supplemental investor presentations and earnings supplements.
📋 Key Facts
- Reported Q1 2026 financial results for the period ended March 31, 2026
- Filed under Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD Disclosure)
- Included Exhibit 99.1 (Press Release), Exhibit 99.2 (Earnings Supplement), and Exhibit 99.3 (Investor Presentation)
- The report was signed by CFO Robert S. Houser on May 4, 2026
Repay Holdings Corporation announced preliminary financial results for the first quarter ended March 31, 2026, via a press release on April 27, 2026.
📋 Key Facts
- The filing reports preliminary results for the fiscal quarter ended March 31, 2026.
- The report was filed under Item 2.02 (Results of Operations and Financial Condition).
- A press release detailing the results was included as Exhibit 99.1.
- The filing was signed by CFO Robert S. Houser on April 27, 2026.
Repay Holdings Corporation has adopted a one-year stockholder rights plan (poison pill) with a 12.5% trigger threshold. The plan is designed to protect against hostile takeovers and the rapid accumulation of shares by third parties without board approval.
🚩 Red Flags
- The 12.5% trigger is relatively low, which can serve as a strong management entrenchment tool.
- The adoption of a poison pill often indicates that the company perceives an imminent threat of a hostile takeover or activist pressure.
📋 Key Facts
- The Board declared a dividend of one preferred share purchase right for each share of Class A common stock as of April 24, 2026.
- The rights plan is triggered if a person or group acquires 12.5% or more of the outstanding Common Stock.
- The Rights Agreement includes a 'Qualifying Offer' provision allowing stockholders to demand a special meeting if the Board does not redeem the rights for a specific offer.
- The plan is set to expire on April 13, 2027, unless redeemed or exchanged earlier.
- Each right allows the holder to purchase 1/1000th of a share of Series A Junior Participating Preferred Stock for $17.00.
Repay Holdings Corporation (RPAY) has entered into a definitive agreement to acquire KUBRA for approximately $372 million. The transaction will be funded through a new $600 million debt facility, significantly increasing the company's financial leverage.
🚩 Red Flags
- Significant debt obligation: The $500 million term loan exceeds the $372 million purchase price, indicating substantial leverage or refinancing of existing debt.
- No financing contingency: The company is legally committed to the acquisition even if the debt financing terms deteriorate or fail.
- Reverse termination fee: A $18.6 million penalty (approx. 5% of deal value) exists if the company fails to consummate the closing.
📋 Key Facts
- Acquisition of KUBRA US and KUBRA Canada from Hearst KUBRA Holdings for approximately $372 million in cash.
- Secured a debt commitment letter from Truist Bank for a $500 million term loan and a $100 million revolving credit facility.
- The purchase agreement does not include a financing contingency, meaning RPAY is obligated to close regardless of debt funding status.
- A termination fee of $18.6 million is payable by RPAY if the deal fails due to financing issues or failure to close when required.
- The transaction is expected to close in Q2 2026, subject to HSR Act approval and other regulatory clearances.
Repay Holdings Corporation announced its financial results for the fourth quarter and fiscal year ended December 31, 2025. The company also released an earnings supplement and an investor presentation to provide additional context on its operations.
📋 Key Facts
- Reporting date for Q4 and FY 2025 results is March 9, 2026
- Included Exhibit 99.1: Press release regarding operations for the period ended December 31, 2025
- Included Exhibit 99.2: Earnings Supplement dated March 2026
- Included Exhibit 99.3: Investor Presentation dated March 2026
- The filing was signed by CFO Robert S. Houser
Repay Holdings Corporation has established the 2026 Annual Incentive Plan (AIP) for its executive officers, defining performance objectives and payout structures for the fiscal year.
📋 Key Facts
- The Compensation Committee approved the 2026 AIP terms on February 19, 2026.
- Executive target bonus levels are set between 50% and 100% of base salary.
- Bonus payouts are weighted 75% on Company financial performance (Adjusted EBITDA) and 25% on individual performance goals.
- Payouts range from 50% of target at the minimum threshold to 200% of target for maximum performance achievement.
- Performance results between threshold, target, and maximum will be calculated using straight-line interpolation.
Repay Holdings Corporation announced that President Shaler V. Alias will depart from his role and the Board of Directors effective February 27, 2026, following a mutual agreement.
🚩 Red Flags
- Sudden departure of a key executive (President) can create leadership instability or signal internal friction, though 'mutual agreement' is often used as standard boilerplate.
📋 Key Facts
- Shaler V. Alias is stepping down as President on February 27, 2026.
- The departure includes a resignation from the Company's Board of Directors.
- The separation was by mutual agreement between the Company and Mr. Alias.
- Mr. Alias will receive severance benefits per his executive employment agreement.
Repay Holdings Corporation announced the departure of Jacob H. Moore, Executive Vice President – Consumer Payments, effective December 23, 2025.
📋 Key Facts
- Jacob H. Moore will end employment with the Company on December 23, 2025.
- Moore held the position of Executive Vice President – Consumer Payments.
- The notification regarding his departure occurred on December 8, 2025.
Repay Holdings Corporation filed an 8-K to announce its quarterly earnings results for the period ended September 30, 2025. The filing includes a press release, an earnings supplement, and an investor presentation.
📋 Key Facts
- Report date: November 10, 2025
- Reporting period: Quarter ended September 30, 2025
- Included exhibits: Earnings press release (99.1), Earnings supplement (99.2), and Investor Presentation (99.3)
- Filed by CFO Robert S. Houser
Repay Holdings Corporation announced the immediate resignation of Robert H. Hartheimer from its Board of Directors on October 27, 2025.
📋 Key Facts
- Robert H. Hartheimer resigned from the Board of Directors effective immediately (October 27, 2025).
- The resignation was not due to any disagreements with the Company regarding operations, policies, or practices.
Repay Holdings Corporation announced the appointment of Robert S. Houser as Chief Financial Officer, effective September 8, 2025. Mr. Houser succeeds Interim CFO Thomas E. Sullivan, who will return to his role as Chief Accounting Officer.
🚩 Red Flags
- Interim CFO transition: Thomas E. Sullivan is stepping down from the interim role, though he remains with the company as CAO.
📋 Key Facts
- Robert S. Houser appointed CFO; effective date is September 8, 2025.
- Houser joins from Conduent Incorporated (Nasdaq: CNDT), where he was Group CFO for the Public Sector business.
- Base salary set at $400,000 with a target annual cash bonus of 60% of base salary.
- One-time cash signing bonuses totaling $250,000 ($150k within 30 days; $100k by March 15, 2026).
- New hire restricted stock award valued at $700,000 with a four-year vesting schedule.
- Severance package includes 18 months of salary and bonus (extended to 30 months in change of control scenarios).
- Non-compete and non-solicitation covenants are set for 24 months post-separation.
Repay Holdings Corporation held its annual meeting of stockholders on June 12, 2025. The results included the successful election of directors and the ratification of the company's independent auditor.
🚩 Red Flags
- Significant 'Against' vote on executive compensation (approximately 27% of votes cast), which may indicate shareholder dissatisfaction with pay structures.
📋 Key Facts
- Annual Meeting held on June 12, 2025.
- All eight director nominees were elected to terms expiring at the 2026 Annual Meeting.
- Stockholders approved executive compensation (Say-on-Pay) on a non-binding advisory basis with 51,553,455 votes in favor and 19,307,461 against.
- Stockholders ratified the appointment of Grant Thornton, LLP as independent registered public accountant for the fiscal year ending December 31, 2025.
Repay Holdings Corporation announced its quarterly earnings results for the period ended March 31, 2025, and disclosed an expansion of its share repurchase program.
📋 Key Facts
- Reported financial results for the quarter ended March 31, 2025 (Item 2.02).
- Issued a supplemental investor presentation and earnings supplement (Item 7.01).
- Announced approval of an increase to the existing share repurchase program (Item 8.01).
- Filed on May 12, 2025.
Repay Holdings Corporation announced the resignation of its Chief Financial Officer, Timothy J. Murphy, effective May 15, 2025. The company has appointed current Chief Accounting Officer Thomas E. Sullivan as Interim CFO while conducting a search for a permanent successor.
🚩 Red Flags
- Unexpected departure of a key C-suite executive (CFO).
📋 Key Facts
- Timothy J. Murphy is resigning as CFO effective May 15, 2025.
- The resignation is for personal reasons and not due to any disagreement regarding operations, policies, accounting practices, or financial reporting.
- Thomas E. Sullivan (current CAO) appointed as Interim CFO effective upon Murphy's departure.
- Sullivan has been with the company since November 2018.
Repay Holdings Corporation announced the approval of its 2025 Annual Incentive Plan (AIP) terms and performance objectives for executive officers. The plan utilizes a mix of Company-wide Adjusted EBITDA and individual business unit metrics to determine cash bonus payouts.
📋 Key Facts
- The Compensation Committee approved 2025 AIP program terms on February 26, 2025.
- Bonus targets for executive officers range from 50% to 100% of base salary.
- Performance weighting: 75% based on Company financial goals; 25% based on individual performance goals.
- Primary company metric is Adjusted EBITDA (or a combination of Gross Profit and Adjusted EBITDA for business unit leaders).
- Payout structure includes a minimum threshold at 50% target, a target at 100%, and a maximum cap at 200% if maximum goals are exceeded.
Repay Holdings Corporation has filed an 8-K to announce its quarterly and annual earnings results for the period ended December 31, 2024. The filing includes a press release, an earnings supplement, and an investor presentation.
📋 Key Facts
- Report date: March 3, 2025
- Reporting period: Quarter and year ended December 31, 2024
- The company issued a press release (Exhibit 99.1) regarding results of operations.
- Supplemental information was provided via an earnings supplement (Exhibit 99.2) and investor presentation (Exhibit 99.3).
- Signed by Timothy J. Murphy, Chief Financial Officer.
Repay Holdings Corporation filed an 8-K to announce its quarterly earnings results for the period ended September 30, 2024. The filing includes a press release, an earnings supplement, and an investor presentation.
📋 Key Facts
- Report date: November 12, 2024
- Reporting period: Quarter ended September 30, 2024
- The company released results of operations via press release (Exhibit 99.1)
- Supplemental business information and investor presentation provided (Exhibits 99.2 and 99.3)
Repay Holdings Corporation issued an 8-K to announce its second quarter 2024 earnings results and provided supplemental investor materials. The filing includes a press release, an earnings supplement, and an investor presentation.
📋 Key Facts
- Report date: August 08, 2024
- Reporting period: Quarter ended June 30, 2024
- The company released results of operations via press release (Exhibit 99.1)
- Supplemental information provided via earnings supplement (Exhibit 99.2) and investor presentation (Exhibit 99.3)
Repay Holdings Corporation entered into a Second Amended and Restated Revolving Credit Agreement on July 10, 2024. The agreement increases the company's senior secured revolving credit facility from $185 million to $250 million.
🚩 Red Flags
- The facility maturity is linked to the repayment/maturity of existing convertible notes, creating potential liquidity timing risks if not managed.
📋 Key Facts
- Closing Date: July 10, 2024
- Facility Amount: Increased to $250.0 million (previously $185.0 million)
- Lender/Agent: Truist Bank serves as the administrative agent; various financial institutions act as lenders.
- Security: First priority security interest in substantially all tangible and intangible property of the Company and subsidiaries.
- Maturity: 5-year term from closing, or subject to early termination based on maturity dates of existing 0.00% and 2.875% Convertible Senior Notes (91 days prior).
- Interest Rate: Based on Term SOFR plus a margin of 1.75%–2.75%, or a base rate option with margins of 0.75%–1.75%.
- Covenants: Requires maintaining a maximum secured net leverage ratio of 2.0 to 1.0 and a minimum interest coverage ratio of 3.0 to 1.0.
Repay Holdings Corporation closed a $287.5 million private offering of 2.875% Convertible Senior Notes due 2029, which included the full exercise of an over-allotment option. The company utilized the net proceeds to repurchase existing debt and conduct share repurchases.
🚩 Red Flags
- Issuance of convertible debt introduces potential future dilution to existing shareholders.
- The notes are senior unsecured obligations, ranking equally with other senior unsecured debt.
📋 Key Facts
- Closed a $287.5 million offering of 2.875% Convertible Senior Notes due July 15, 2029.
- Net proceeds were approximately $279.2 million after fees and expenses.
- Used ~$39.2 million to fund capped call transactions to mitigate dilution.
- Used ~$200.0 million of net proceeds plus $5.1 million cash on hand to repurchase $220.0 million in 0.00% convertible senior notes due 2026.
- Used ~$40.0 million to repurchase approximately 3.9 million shares of Common Stock.
- Initial conversion rate is 76.8182 shares per $1,000 principal amount (initial conversion price of ~$13.02).
- Entered into capped call transactions with a cap price initially set at $20.42 per share.
Repay Holdings Corporation announced a proposed offering of $260 million in aggregate principal amount of convertible senior notes due 2029. The company also intends to seek an increase in its revolving credit facility capacity up to $250 million, contingent upon the completion of this note offering.
🚩 Red Flags
- Potential dilution for existing shareholders due to the convertible nature of the notes.
- The intent to increase debt/credit capacity suggests a need for increased liquidity or working capital.
📋 Key Facts
- Proposed offering: $260 million aggregate principal amount of Convertible Senior Notes due 2029.
- Offering conducted pursuant to Rule 144A under the Securities Act of 1933.
- Initial purchasers have an option to purchase up to an additional $27.5 million in notes (over-allotment).
- Company intends to seek an increase in revolving credit facility capacity up to $250 million, subject to completion of the note offering and market conditions.
Repay Holdings Corporation held its annual meeting of stockholders on May 30, 2024. Stockholders approved several key items, including the election of directors and an amendment to the Omnibus Incentive Plan.
📋 Key Facts
- Annual Meeting held on May 30, 2024.
- Stockholders approved the Second Amended and Restated Repay Holdings Corporation Omnibus Incentive Plan, which increases the number of shares available for awards by 8,400,000.
- Total shares available under the plan: 22,226,728 shares of Class A common stock.
- All eight director nominees were elected to terms expiring in 2025.
- Stockholders approved executive compensation on a non-binding advisory basis (Say-on-Pay).
- Grant Thornton, LLP was ratified as the independent registered public accounting firm for fiscal year ending Dec 31, 2024.
Repay Holdings Corp issued an 8-K to announce its quarterly earnings results for the period ended March 31, 2024. The filing includes a press release, an earnings supplement, and an investor presentation.
📋 Key Facts
- Report date: May 9, 2024
- Reporting period: Quarter ended March 31, 2024
- Included exhibits: Press release (99.1), Earnings Supplement (99.2), and Investor Presentation (99.3)
- The filing is primarily for the purpose of disclosing results of operations and financial condition.
Repay Holdings Corporation issued an 8-K to announce its quarterly and annual earnings results for the period ended December 31, 2023. The filing includes a press release, an earnings supplement, and an investor presentation.
📋 Key Facts
- Reported results of operations for the quarter and year ended December 31, 2023.
- Filed on February 29, 2024.
- Included Exhibit 99.1 (Press Release), Exhibit 99.2 (Earnings Supplement), and Exhibit 99.3 (Investor Presentation).
Repay Holdings Corporation announced the approval of its 2024 Annual Incentive Plan (AIP) terms and performance objectives for executive officers. The plan utilizes a mix of company-wide financial metrics and individual goals to determine annual cash bonuses.
📋 Key Facts
- The Compensation Committee approved 2024 AIP program terms on February 19, 2024.
- Bonus targets range from 50% to 100% of base salary for executive officers.
- 75% of the bonus is based on Company financial performance goals; 25% is based on individual performance goals.
- Primary company metric is Adjusted EBITDA, or a combination of Gross Profit (for business unit leaders) and Adjusted EBITDA.
- Bonus payouts scale from 0% (below minimum threshold) to 100% (target) up to 200% (maximum goal).