Repay Holdings Corporation (RPAY)

REPAY Confirms Receipt of Revised Unsolicited, Non-Binding Proposal from Forager Capital ManagementJune 29, 2026 1:10 PM
Business Wire No Stockholder Action is Required at this Time Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of integrated payment processing solutions, today confirmed receipt of a revised unsolicited, non-binding proposal from Forager Capital Management, LLC (“Forager Capital”), a stockholder of the Company, to acquire the outstanding shares of the Company for $5.25 per share in cash. REPAY’s Board of Directors (the “Board”), consistent with its fiduciary duties, will review the proposal in consultation with the Company’s financial and legal advisors. Stockholders are not required to take any action at this time. J.P. Morgan Securities LLC is serving as financial advisor, and Troutman Pepper Locke LLP and Sullivan & Cromwell LLP are serving as legal counsel to REPAY. About REPAY REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses. Forward Looking Statements This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the Board’s response, any outcomes relating to Forager Capital’s unsolicited, non-binding proposal, execution of the Company’s strategic plan and any other statements identified by words such as “can,” “may,” “will,” “expect,” “anticipate,” “estimate,” “believe,” “projection” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond its control. In addition to factors disclosed in REPAY’s reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: the inability to integrate and/or realize the benefits of the KUBRA acquisition, including expected synergies; that the KUBRA acquisition could disrupt relationships with customers, employees or other business partners; the impact, cost and effect of actions by activist stockholders; the risk that our stockholder rights plan may delay, discourage or prevent a change of control or acquisition of REPAY, even if such action may be considered beneficial by some stockholders; exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending, including bank failures or other adverse events affecting financial institutions, inflationary pressures, evolving U.S. trade policies, general economic slowdown or recession; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to REPAY’s clients; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY and the risk that REPAY may not be able to maintain effective internal controls. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources it believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. View source version on businesswire.com: https://www.businesswire.com/news/home/20260629828008/en/ Investor Relations
ir@repay.com Media
Phil Denning and Devin Broda, ICR
Phil.Denning@icrinc.com / Devin.Broda@icrinc.com Original: REPAY Confirms Receipt of Revised Unsolicited, Non-Binding Proposal from Forager Capital Management

REPAY Completes Successful Proof of Concept for Stablecoin PaymentsJune 18, 2026 4:10 PM
Business Wire Demonstration showcases fully functional consumer payment using USD Coin (USDC) over the Stellar blockchain network Repay Holdings Corporation (NASDAQ: RPAY) ("REPAY"), a leading provider of vertically-integrated payment solutions, today announced the successful completion of a proof of concept demonstrating stablecoin payment capabilities on its platform. The initiative marks a significant step in REPAY's evaluation of blockchain-based payment methods for its clients and their customers. REPAY's proof of concept is a fully operational demonstration of a consumer payment made over the Stellar blockchain network. The solution enables consumers holding funds in a compatible digital wallet to authorize transfers of USD Coin (USDC) — a regulated, fiat-collateralized stablecoin designed to maintain a 1:1 value with the U.S. dollar — directly to a REPAY client's corresponding wallet. The proof of concept leverages REPAY's existing platform to provide a user-friendly payment interface. Consumers can select USDC as a payment method, review transaction details, authorize payment through their preferred browser-based wallet extension, and view completed transaction records both on the Stellar network and within REPAY. Once a consumer confirms a transaction, it is securely processed on the Stellar blockchain, and the client's wallet reflects the received funds shortly after confirmation on the network. Stablecoin payments offer the potential for faster settlement, lower transaction costs, and increased transparency for certain payment use cases compared to traditional payment rails. By building on the Stellar network — known for its speed and low fees — REPAY is positioning itself to meet potential future demand for digital asset payment options among billers and their customers. "This proof of concept demonstrates REPAY's ability to integrate emerging payment technologies into our existing platform infrastructure," said David Guthrie, CTO of REPAY. "As consumer interest in digital assets continues to evolve, we believe offering stablecoin payment options will become an important differentiator for our clients." About REPAY REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses. View source version on businesswire.com: https://www.businesswire.com/news/home/20260618739430/en/ Investor Relations for REPAY:
ir@repay.com Media Relations for REPAY:
Kristen Hoyman
khoyman@repay.com Original: REPAY Completes Successful Proof of Concept for Stablecoin Payments

Silver Point Leads $500 Million Term Loan Financing Supporting Acquisition of KUBRA by REPAYJune 17, 2026 12:54 PM
PR Newswire (US) GREENWICH, Conn., June 17, 2026 /PRNewswire/ -- Silver Point Capital, a global leader in credit investing, today announced that its Direct Lending business led a $500 million term loan financing in connection with the acquisition by Repay Holdings Corporation (NASDAQ: RPAY) ("REPAY"), a leading provider of integrated payment processing solutions, of Kubra Data Transfer LTD. ("KUBRA"). Silver Point is serving as Documentation Agent in the transaction. The total financing, which consists of a $100 million revolving credit facility and a $500 million term loan, funded the acquisition of KUBRA as well as supported the repayment of REPAY's existing revolving credit facility. KUBRA is a leading provider of bill payment and customer communication management solutions serving some of the largest utility and government entities, touching over 40% of households in the United States and Canada. REPAY is a leading provider of integrated payment processing solutions to verticals that have specific transaction processing needs."This financing supports REPAY's acquisition of KUBRA and brings together two complementary, vertical-leading businesses," said Anthony DiNello, Head of Direct Lending at Silver Point Capital. "Silver Point is pleased to lead the facility and help structure a solution that supports the combined company as a scaled consumer bill payment provider."REPAY announced the definitive agreement to acquire KUBRA on March 30, 2026, and completed the acquisition on June 1, 2026.Truist Securities acted as Sole Lead Arranger on the term loan and will serve as the Administrative Agent.About REPAY
REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY's proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.About KUBRA
KUBRA, founded in 1992 and headquartered in Mississauga, Ontario, is an industry-leading provider of customer experience management solutions to some of the largest utility, government, and insurance entities in North America. KUBRA's platform offering includes billing and payments, alerts and preference management, artificial intelligence solutions, mobile apps, and utility mapping solutions. KUBRA reaches over 40% of households in the United States and Canada, providing performance-driven value to more than 250 clients and their customers.About Silver Point
Silver Point is a leading global credit investing firm founded in 2002. With a dedicated team of over 400 employees, Silver Point oversees over $48 billion in investable assets across a comprehensive credit platform that includes public and private investment strategies. Silver Point's Direct Lending business works in close partnership with both private equity-backed and sponsor-less borrowers, with a flexible mandate designed to allow clients to execute on M&A, refinancings and growth capital, among a range of transaction types. Silver Point's Direct Lending business manages over $18 billion in investable assets. For more information, please visit www.silverpointcapital.com.Media Contact: SilverPoint@kekstcnc.com View original content:https://www.prnewswire.com/news-releases/silver-point-leads-500-million-term-loan-financing-supporting-acquisition-of-kubra-by-repay-302803388.htmlSOURCE Silver Point Capital Original: Silver Point Leads $500 Million Term Loan Financing Supporting Acquisition of KUBRA by REPAY

REPAY Announces Inducement Award Grant for Rick WatkinJune 3, 2026 4:25 PM
Business Wire Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of vertically-integrated payment solutions, today announced an inducement award grant to Rick Watkin in connection with the closing of REPAY’s acquisition of KUBRA Data Transfer, Ltd. (“KUBRA”). Mr. Watkin will serve as President, KUBRA. REPAY agreed to grant Mr. Watkin 833,333 restricted stock units (“RSUs”) as a material inducement to his entering into employment with the Company effective upon the closing of the KUBRA acquisition. The award was approved by the Compensation Committee (the “Compensation Committee”) of REPAY’s Board of Directors in accordance with Nasdaq Listing Rule 5635(c)(4). The grant was made to Mr. Watkin on June 1, 2026, and the RSUs will vest in equal annual installments over a three-year period beginning on the grant date, subject to Mr. Watkin’s continued service through the applicable vesting dates. The award was granted outside of REPAY’s equity incentive plans and is subject to the terms and conditions of the award agreement covering the grant. About REPAY REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY's proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses. View source version on businesswire.com: https://www.businesswire.com/news/home/20260603861306/en/ Investor Relations Contact for REPAY:
IR@repay.com Media Relations Contact for REPAY:
Kristen Hoyman
khoyman@repay.com Original: REPAY Announces Inducement Award Grant for Rick Watkin

REPAY Completes Acquisition of KUBRAJune 1, 2026 4:09 PM
Business Wire REPAY Becomes a Leading Consumer Bill Payment Provider Announces Investor Day for December 2026 Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of integrated payment processing solutions, today announced that it has completed the acquisition of Kubra Data Transfer LTD. (“KUBRA”). Under the terms of the agreement, REPAY acquired KUBRA for $372 million in cash. REPAY announced the definitive agreement to acquire KUBRA on March 30, 2026. “With the addition of KUBRA, REPAY expands our position as a leading Consumer Bill Payment Provider with the technology and market position to lead the digital journey across the payment ecosystem,” said John Morris, Co-Founder and Chief Executive Officer of REPAY. “We expect KUBRA will significantly increase our revenue, engage with over 40% of U.S. and Canadian households every month, and process over $130 billion in combined annual payment volumes as we serve non-discretionary categories with reoccurring billing cycles.” The Company previously outlined the combined value creation opportunities of approximately $15+ million of annual run-rate costs synergies and approximately $5+ million of technology savings over the next three years through combining operations, platform consolidation, and other scale efficiencies. REPAY expects to achieve approximately $8 million of the identified run-rate expense synergies during 2026. REPAY expects the transaction to unlock additional value with expected revenue opportunities of approximately $5+ million by 2028 as REPAY benefits from offering bill presentment, communications services, a payment engine, and core processing solutions across all clients. REPAY continues to expect Free Cash Flow accretion1 of 25% by 2028. In the supplemental materials published today, REPAY has outlined the multi-year value creation roadmap to realizing the identified synergies and savings, along with the near-term costs to achieve the estimated 2028 run-rate savings. At closing, REPAY combined net leverage2 is approximately 4.0x and REPAY expects to reduce net leverage to below 3.0x within 18 months. The transaction was funded with debt financing and cash on hand. In connection with the transaction, REPAY has received financing of $500 million senior secured term loan, along with a $100 million undrawn revolving credit facility. For the full year 2026, REPAY is raising its outlook to incorporate KUBRA’s expected contributions for the remaining 7 months. KUBRA is expected to contribute between $150 million and $154 million in revenue and between $27.5 million and $30 million in Adjusted EBITDA3 for the remainder of 2026. On an organic basis, REPAY expects approximately 10% to 12% revenue growth. REPAY is now expecting the following financial results for full year 2026:   Prior FY2026 Outlook   Updated FY2026 Outlook Revenue $340 - 346 million   $490 - 500 million Adjusted EBITDA4 $141 - 146 million   $168.5 - 176 million Free Cash Flow Conversion 45%   30% Adjusted FCF Conversion     35% As a reminder, Free Cash Flow includes net interest expense. Adjusted Free Cash Flow represents Free Cash Flow plus in year technology, merger, and integration costs associated with synergy realization. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. Adjusted Free Cash Flow Conversion represents Adjusted Free Cash Flow divided by Adjusted EBITDA. REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures, such as Adjusted EBITDA, Free Cash Flow Conversion, Adjusted Free Cash Flow Conversion, net leverage and organic revenue growth, to the most directly comparable GAAP financial measure, because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have a significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading. Investor Day We are planning to provide more details on our strategy, execution priorities, and financial outlook at an Investor Day in December. Supplemental Materials In addition to today’s press release, the Company has provided additional details on the KUBRA acquisition including a multi-year synergy roadmap and our 2026 outlook. The supplemental materials are available on REPAY’s investor relations website at https://investors.repay.com/investor-relations under the “Presentation” section. Advisors Truist Securities, Inc. served as exclusive financial advisor to REPAY. Troutman Pepper Locke LLP served as legal advisor to REPAY. Financial Technology Partners served as exclusive financial advisor to KUBRA. Clifford Chance US LLP and the Hearst Office of General Counsel served as legal advisors to KUBRA and Hearst Corporation. Non-GAAP Financial Measures This report includes certain non-GAAP financial measures that management uses to evaluate the Company’s operating business, measure performance, and make strategic decisions, including Adjusted EBITDA, Free Cash Flow accretion, Free Cash Flow Conversion, Adjusted Free Cash Flow Conversion, organic revenue growth and net leverage, as well as certain forward-looking projections that are not reconcilable with GAAP measures due to their inherent uncertainty. Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. Adjusted Free Cash Flow Conversion represents Adjusted Free Cash Flow divided by Adjusted EBITDA. Organic revenue growth is a non-GAAP financial measure that represents the percentage change in the applicable metric for a fiscal period over the comparable prior fiscal period, exclusive of any incremental amount attributable to acquisitions or divestitures made in the comparable prior fiscal period or any subsequent fiscal period through the applicable current fiscal period. Net leverage is a non-GAAP financial measure calculated by total debt (less cash and cash equivalents) divided by Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as gain on extinguishment of debt, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs, gain on extinguishment of debt and other non-recurring charges. REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures to the most directly comparable GAAP financial measure because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading. REPAY believes that Adjusted EBITDA, Free Cash Flow accretion, Free Cash Flow Conversion, Adjusted Free Cash Flow Conversion, organic revenue growth and net leverage provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, net cash provided by operating activities, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled as the same or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider REPAY’s non-GAAP financial measures alongside other financial performance measures, including net income, net cash provided by operating activities and REPAY’s other financial results presented in accordance with GAAP. Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “can,” “may,” “will,” “expect,” “anticipate,” “estimate,” “believe,” “projection” or words of similar meaning. These forward-looking statements include, but are not limited to: anticipated benefits from the KUBRA acquisition, expected strengthening of REPAY’s product offering, future market, growth and synergy opportunities, payment volume, net leverage and Free Cash Flow estimates, and the level of KUBRA’s expected growth and financial contributions, including revenue and Adjusted EBITDA. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. In addition to factors disclosed in REPAY’s reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: the inability to integrate and/or realize the benefits of the KUBRA acquisition, including expected synergies; that the acquisition could disrupt relationships with customers, employees or other business partners; the impact, cost and effect of actions by activist stockholders; the risk that the stockholder rights plan may delay, discourage or prevent a change of control or acquisition of the Company, even if such action may be considered beneficial by some stockholders; exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending, including bank failures or other adverse events affecting financial institutions, inflationary pressures, evolving U.S. trade policies, general economic slowdown or recession; changes in the payment processing markets in which REPAY operates, including with respect to the competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to those customers; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; the ability to retain, develop and hire key personnel; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to maintain effective internal controls. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources it believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Combined, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. About REPAY REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses. About KUBRA KUBRA, founded in 1992 and headquartered in Mississauga, Ontario, is an industry-leading provider of customer experience management solutions to some of the largest utility, government, and insurance entities in North America. KUBRA’s platform offering includes billing and payments, alerts and preference management, artificial intelligence solutions, mobile apps, and utility mapping solutions. KUBRA reaches over 40% of households in the United States and Canada, providing performance-driven value to more than 250 clients and their customers. ____________________________ 1 Free Cash Flow measures are non-GAAP measures. See “Non-GAAP Financial Measures” herein for additional information. 2 Combined net leverage represents LTM as of 3/31/2026 and includes transaction-related adjustments and synergies. Net leverage is a non-GAAP financial measure. See “Non-GAAP Financial Measures” herein for additional information. 3 Adjusted EBITDA is a non-GAAP measure. See “Non-GAAP Financial Measures” herein for additional information. 4 Adjusted EBITDA includes in year technology, merger, and integration costs associated with synergy realization.   View source version on businesswire.com: https://www.businesswire.com/news/home/20260601833159/en/ Investor Relations for REPAY:
ir@repay.com Media Relations for REPAY:
Kristen Hoyman
khoyman@repay.com Original: REPAY Completes Acquisition of KUBRA

REPAY Announces Inducement Award Grants for Matt MorrowMay 14, 2026 4:30 PM
Business Wire Repay Holdings Corporation (NASDAQ: RPAY) ("REPAY" or the “Company”), a leading provider of vertically-integrated payment solutions, today announced inducement award grants to Matthew E. Morrow in connection with his appointment as REPAY’s Executive Vice President – Consumer Payments. REPAY agreed to grant Mr. Morrow equity awards with a total target value of $1,750,000 as a material inducement to his entering into employment with the Company. The awards were approved by the Compensation Committee (the “Compensation Committee”) of REPAY’s Board of Directors in accordance with Nasdaq Listing Rule 5635(c)(4). The awards consist of (i) 260,416 shares of restricted stock (“RSAs”), representing 50% of the total target value, which will vest in equal annual installments over a four-year period beginning on the grant date, and (ii) 260,416 performance-based restricted stock units (“PSUs”), representing 50% of the total target value, which will vest, if at all, at the end of the three-year performance period ending December 31, 2028, based on the achievement of performance criteria established by the Compensation Committee, in each case, subject to Mr. Morrow’s continued service through the applicable vesting dates. 50% of the PSUs (with the number of PSUs disclosed above reflecting target performance) will be based on the Company’s total shareholder return (“TSR”) relative to the Russell 2000 Index over the performance period, with payout levels ranging from 0% to 200% of target based on percentile performance. The remaining 50% of the PSUs will be based on the Company’s achievement of pre-established Adjusted EBITDA growth targets over the performance period, with payout levels similarly ranging from 0% to 200% of target based on performance. The number of RSAs and PSUs was determined by dividing the applicable portion of the total target value by the closing price of REPAY’s Class A common stock on the grant date of May 12, 2026. The awards were granted outside of REPAY’s equity incentive plans and are subject to the terms and conditions of the applicable award agreements covering the grants. About REPAY REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY's proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses. View source version on businesswire.com: https://www.businesswire.com/news/home/20260514118874/en/ Investor Relations Contact for REPAY: IR@repay.com Media Relations Contact for REPAY:
Kristen Hoyman
khoyman@repay.com Original: REPAY Announces Inducement Award Grants for Matt Morrow

REPAY to Attend Upcoming Truist Securities Financial Services ConferenceMay 11, 2026 4:10 PM
Business Wire Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of integrated payment processing solutions, today announced that the Company will attending Truist Securities 27th Annual Financial Services Conference in New York, NY on Wednesday, May 20, 2026. If you would like to request a meeting, please reach out to the Truist conference team. About REPAY REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses. View source version on businesswire.com: https://www.businesswire.com/news/home/20260511616527/en/ Investor Relations for REPAY:
ir@repay.com Media Relations for REPAY:
Kristen Hoyman
khoyman@repay.com Original: REPAY to Attend Upcoming Truist Securities Financial Services Conference

REPAY Rejects Unsolicited Proposal from Forager CapitalMay 4, 2026 4:05 PM
Business Wire Proposal Significantly Undervalues the Company and Is Not in the Best Interest of Stockholders Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of integrated payment processing solutions, today announced that its Board of Directors (the “Board”) unanimously rejected the unsolicited, non-binding proposal from Forager Capital Management, LLC (“Forager Capital”), a stockholder of the Company, to acquire the outstanding shares of the Company for $4.80 per share in cash. The Board, consistent with its fiduciary duties and in consultation with its financial and legal advisors, conducted a comprehensive review of Forager Capital’s unsolicited, non-binding proposal. The Board unanimously determined that the proposal significantly undervalues the Company and is therefore not in stockholders' best interests. The Board always values stockholder input, including from Forager Capital, as it evaluates opportunities that are in the best interests of the Company and its stockholders. The Company remains committed to executing its strategic plan and maximizing long-term stockholder value. Stockholders do not need to take any action at this time. J.P. Morgan Securities LLC is serving as financial advisor, and Troutman Pepper Locke LLP and Sullivan & Cromwell LLP are serving as legal counsel to REPAY. About REPAY REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses. Forward Looking Statements This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the Board’s response, any outcomes relating to Forager Capital’s unsolicited, non-binding proposal, execution of the Company’s strategic plan and any other statements identified by words such as “can,” “may,” “will,” “expect,” “anticipate,” “estimate,” “believe,” “projection” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. In addition to factors disclosed in REPAY’s reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025, and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: the risk that any proposed transaction may not be completed in a timely manner or at all; the inability to integrate and/or realize the benefits of the KUBRA acquisition, including expected synergies; the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the KUBRA definitive acquisition agreement; the failure to satisfy any of the conditions to the consummation of the KUBRA transaction, including the receipt of certain governmental or regulatory approvals; the risk that the financing necessary to consummate the KUBRA transaction may not be obtained, may be delayed, or may be available only on less favorable terms than anticipated; that the announcement of any proposed acquisition could disrupt REPAY’s or KUBRA’s relationships with customers, employees or other business partners; the impact, cost and effect of actions by activist stockholders; the risk that our stockholder rights plan may delay, discourage or prevent a change of control or acquisition of the Company, even if such action may be considered beneficial by some stockholders; exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending, including bank failures or other adverse events affecting financial institutions, inflationary pressures, evolving U.S. trade policies, general economic slowdown or recession; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to REPAY’s clients; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY and the risk that REPAY may not be able to maintain effective internal controls . Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources it believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. View source version on businesswire.com: https://www.businesswire.com/news/home/20260504696048/en/ Investor Relations Contact
ir@repay.com Media Contact
Phil Denning and Devin Broda, ICR
Phil.Denning@icrinc.com / Devin.Broda@icrinc.com Original: REPAY Rejects Unsolicited Proposal from Forager Capital

REPAY Reports First Quarter 2026 Financial ResultsMay 4, 2026 4:10 PM
Business Wire Continued Growth Momentum and Free Cash Flow Generation in Q1 Reiterates Updated 2026 Adj. EBITDA Outlook for Improved Margins Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of vertically-integrated payment solutions, today reported financial results for its first quarter ended March 31, 2026. First Quarter 2026 Financial Highlights ($ in millions)   Q1 2025     Q2 2025     Q3 2025     Q4 2025     Q1 2026   Revenue   $ 77.3     $ 75.6     $ 77.7     $ 78.6     $ 80.8   Net (loss) income (1)     (8.2 )     (108.0 )     (6.6 )     (148.3 )     (10.0 ) Adjusted EBITDA (2)     33.2       31.8       31.2       32.4       34.4   Net cash provided by operating activities     2.5       33.1       32.2       23.3       16.8   Free Cash Flow (2)     (8.0 )     22.6       20.8       13.8       5.4   Free Cash Flow Conversion (2)     (24 %)     71 %     67 %     43 %     16 % (1) During the second and fourth quarter of 2025, Net loss was impacted by a $103.8 million and a $138.9 million goodwill impairment loss, respectively, primarily related to the Consumer Payments segment. Further information about this non-cash impairment loss can be found in the Annual Report on Form 10-K for the year ended December 31, 2025. (2) Adjusted EBITDA, Free Cash Flow and Free Cash Flow Conversion are non-GAAP financial measures. See “Non-GAAP Financial Measures” and the reconciliation of Adjusted EBITDA, Free Cash Flow and Free Cash Flow Conversion to their most comparable GAAP measure provided below for additional information. "REPAY exited 2025 with solid momentum and had a great start to the year," John Morris, Chief Executive Officer of REPAY. "Our growth is driven by implementing new enterprise clients who are adopting more payment channels and modalities. We have seen strong interest in our Digital Wallet capabilities. We remain focused on accelerating towards double-digit growth with strong profitability. The REPAY of tomorrow is built to scale. We are working towards closing the KUBRA acquisition during the second quarter and remain confident about the strength of our post-acquisition market position and what that means for creating long-term value." First Quarter 2026 Business Highlights The Company's achievements in the quarter, including those highlighted below, reinforce management's belief in the ability of the Company to drive durable and long-term growth across REPAY's diversified business model. Reported revenue growth and normalized revenue growth1 of 4% year-over-year Consumer Payments revenue growth was 4% year-over-year Business Payments revenue growth was 18% year-over-year Added three new integrated software partners to bring the total to 297 software relationships as of the end of the first quarter Accelerated AP supplier network to over 665,000, an increase of approximately 70% year-over-year 1 Normalized revenue growth is a non-GAAP financial measure that accounts for cyclical political media spending contributions. See “Non-GAAP Financial Measures” and the reconciliation to its most comparable GAAP measure provided below for additional information. 2026 Outlook Update “After a strong start to the year and execution on our strategic initiatives, we are raising our 2026 Adjusted EBITDA outlook to reflect approximately 42% Adjusted EBITDA margins,” said Robert Houser, Chief Financial Officer of REPAY. "We have strong confidence in achieving double-digit Revenue growth with Free Cash Conversion of 45%. We look forward to closing the KUBRA acquisition in the coming weeks. The 2026 outlook does not include any contributions or expenditures related to the pending KUBRA acquisition." As we previously provided in the Preliminary Q1 Press Release on April 27th, REPAY updated its outlook for full year 2026. REPAY reiterates the 2026 outlook presented at that time and expects the following financial results for full year 2026.   Initial Full Year 2026 Outlook from March 9th   Updated Full Year 2026 Outlook Revenue $340 - 346 million   $340 - 346 million Adjusted EBITDA $136.5 - 141.5 million   $141 - 146 million Free Cash Flow Conversion 45%   45% REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures, such as Adjusted EBITDA, Adjusted EBITDA margin and Free Cash Flow Conversion, to the most directly comparable GAAP financial measure, because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have a significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading. Segments The Company reports its financial results based on two reportable segments. Consumer Payments – The Consumer Payments segment provides payment processing solutions (including debit and credit card processing, Automated Clearing House (“ACH”) processing and other electronic payment acceptance solutions, as well as REPAY’s loan disbursement product) that enable REPAY’s clients to collect payments from and disburse funds to consumers and includes its clearing and settlement solutions (“RCS”). RCS is REPAY’s proprietary clearing and settlement platform through which it markets customizable payment processing programs to other ISOs and payment facilitators. The strategic vertical markets served by the Consumer Payments segment primarily include personal loans, automotive loans, receivables management, credit unions, mortgage servicing, consumer healthcare and diversified retail. Business Payments – The Business Payments segment provides payment processing solutions (including accounts payable automation, debit and credit card processing, virtual credit card processing, ACH processing and other electronic payment acceptance solutions) that enable REPAY’s clients to collect payments from or send payments to other businesses. The strategic vertical markets served within the Business Payments segment primarily include retail automotive, education, field services, governments and municipalities, healthcare, media, homeowner association management and hospitality. Segment Revenue, Gross Profit, and Gross Profit Margin       Three Months Ended March 31,       ($ in thousands)   2026     2025     % Change Revenue                 Consumer Payments   $ 75,068     $ 71,942     4% Business Payments     12,991       10,988     18% Elimination of intersegment revenues (1)     (7,265 )     (5,605 )     Total revenue   $ 80,794     $ 77,325     4% Gross profit (2)                 Consumer Payments   $ 60,282     $ 56,709     6% Business Payments     8,470       7,557     12% Elimination of intersegment revenues (1)     (7,265 )     (5,605 )     Total gross profit   $ 61,487     $ 58,661     5%                   Total gross profit margin (3)   76%     76%       (1) Elimination of intersegment revenues represents revenue eliminations between business units within the Consumer Payments segment and Business Payments segment, as well as eliminations of intersegment revenues for consolidation purpose. (2) Gross profit represents revenue less costs of services (exclusive of depreciation and amortization). (3) Gross profit margin represents total gross profit / total revenue. Conference Call REPAY will host a conference call to discuss first quarter financial results today, May 4, 2026 at 5:00 pm ET. Hosting the call will be John Morris, CEO, and Robert Houser, CFO. The call will be webcast live from REPAY’s investor relations website at https://investors.repay.com/investor-relations. The conference call can also be accessed live over the phone by dialing (877) 407-3982, or for international callers (201) 493-6780. A replay will be available one hour after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13760080. The replay will be available at https://investors.repay.com/investor-relations. Non-GAAP Financial Measures This report includes certain non-GAAP financial measures that management uses to evaluate the Company’s operating business, measure performance, and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as gain on extinguishment of debt, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs, loss on business disposition and other non-recurring charges. Adjusted EBITDA margin is a non-GAAP financial measure that represents Adjusted EBITDA divided by GAAP revenue. Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain charges deemed to not be part of normal operating expenses, such as non-cash change in fair value of assets and liabilities, share-based compensation expense, transaction expenses, restructuring and other strategic initiative costs, other non-recurring charges, non-cash interest expense and net of tax effect associated with these adjustments. Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although REPAY excludes amortization from acquisition-related intangibles from its non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Adjusted Net Income per share is a non-GAAP financial measure that represents Adjusted Net Income divided by the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of the outstanding units exchangeable for shares of Class A common stock) for the three months ended March 31, 2026 and 2025 (excluding shares subject to forfeiture). Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. Normalized revenue growth represents year-over-year revenue growth that excludes incremental gross profit attributable to political media spending associated with the 2026 election cycle in our media payments business. REPAY believes that Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income per share, Free Cash Flow, Free Cash Flow Conversion and Normalized revenue growth provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, net cash provided by operating activities, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled as the same or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider REPAY’s non-GAAP financial measures alongside other financial performance measures, including net income, net cash provided by operating activities and REPAY’s other financial results presented in accordance with GAAP. Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, including 2026 outlook, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “guidance,” “will likely result,” “are expected to,” “will continue,” “should,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, REPAY’s market and growth opportunities, REPAY’s business strategy and the plans and objectives of management for future operations and the allocation of capital. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond REPAY’s control. In addition to factors disclosed in REPAY’s reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025 and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: the risk that the proposed KUBRA (defined below) transaction may not be completed in a timely manner or at all; the inability to integrate and/or realize the benefits of the KUBRA transaction, including expected synergies; the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the KUBRA acquisition agreement; the failure to satisfy any of the conditions to the consummation of the KUBRA acquisition, including the receipt of certain governmental or regulatory approvals; the risk that the financing necessary to consummate the KUBRA acquisition may not be obtained, may be delayed, or may be available only on less favorable terms than anticipated; that the announcement of the KUBRA acquisition could disrupt the Company’s or KUBRA’s relationships with customers, employees or other business partners; the impact, cost and effect of actions by activist stockholders; the risk that our stockholder rights plan may delay, discourage or prevent a change of control or acquisition of the Company, even if such action may be considered beneficial by some stockholders; exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending, including bank failures or other adverse events affecting financial institutions, inflationary pressures, evolving U.S. trade policies, general economic slowdown or recession; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to REPAY’s clients; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY and the risk that REPAY may not be able to maintain effective internal controls. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources it believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. About REPAY REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses. Condensed Consolidated Statements of Operations (Unaudited)       Three Months Ended March 31,   ($ in thousands, except per share data)   2026     2025   Revenue   $ 80,794     $ 77,325   Operating expenses             Costs of services (exclusive of depreciation and amortization shown separately below)     19,307       18,664   Selling, general and administrative     35,954       36,987   Depreciation and amortization     25,540       25,294   Total operating expenses     80,801       80,945   Loss from operations     (7 )     (3,620 ) Other income (expense)             Interest income     415       1,356   Interest expense     (3,844 )     (3,107 ) Change in fair value of tax receivable liability     (4,563 )     (3,022 ) Other income (loss), net     (2 )     (227 ) Total other income (expense)     (7,994 )     (5,000 ) Loss before income tax (expense) benefit     (8,001 )     (8,620 ) Income tax (expense) benefit     (2,033 )     452   Net loss   $ (10,034 )   $ (8,168 ) Less: Net loss attributable to non-controlling interest     (94 )     (221 ) Net loss attributable to the Company   $ (9,940 )   $ (7,947 )               Weighted-average shares of Class A common stock outstanding - basic and diluted     82,517,843       89,005,725                 Loss per Class A share attributable to the Company - basic and diluted   $ (0.12 )   $ (0.09 ) Condensed Consolidated Balance Sheets   ($ in thousands)   March 31, 2026 (Unaudited)     December 31, 2025   Assets             Cash and cash equivalents   $ 43,770     $ 115,692   Current restricted cash     31,219       29,327   Accounts receivable, net     36,608       33,172   Prepaid expenses and other     19,414       18,641   Total current assets     131,011       196,832                 Property and equipment, net     1,153       1,243   Noncurrent restricted cash     11,820       10,633   Intangible assets, net     338,344       329,844   Goodwill     474,512       474,512   Operating lease right-of-use assets, net     8,239       8,866   Deferred tax assets     170,995       173,028   Other assets     4,729       4,791   Total noncurrent assets     1,009,792       1,002,917   Total assets   $ 1,140,803     $ 1,199,749                 Liabilities             Accounts payable   $ 23,932     $ 25,177   Accrued expenses     46,890       52,959   Current maturities of long-term debt, net     —       146,477   Current operating lease liabilities     1,455       1,548   Current tax receivable agreement ($0 and $1,555 held for related parties as of March 31, 2026 and December 31, 2025, respectively)     —       13,702   Other current liabilities     954       785   Total current liabilities     73,231       240,648                 Long-term debt, net     390,592       280,065   Noncurrent operating lease liabilities     8,226       8,790   Tax receivable agreement, net of current portion ($8,024 and $20,748 held for related parties as of March 31, 2026 and December 31, 2025, respectively)     191,803       187,239   Other liabilities     1,688       1,225   Total noncurrent liabilities     592,309       477,319   Total liabilities   $ 665,540     $ 717,967                 Commitments and contingencies                           Stockholders' equity             Class A common stock, $0.0001 par value; 2,000,000,000 shares authorized; 96,174,655 issued and 82,798,766 outstanding as of March 31, 2026; 95,138,635 issued and 81,762,746 outstanding as of December 31, 2025     8       8   Class V common stock, $0.0001 par value; 1,000 shares authorized and 100 shares issued and outstanding as of March 31, 2026 and December 31, 2025     —       —   Treasury stock, 13,375,889 shares repurchased as of both March 31, 2026 and December 31, 2025     (92,025 )     (92,025 ) Additional paid-in capital     1,170,507       1,166,998   Accumulated deficit     (600,490 )     (590,550 ) Total Repay stockholders' equity   $ 478,000     $ 484,431   Non-controlling interests     (2,737 )     (2,649 ) Total equity     475,263       481,782   Total liabilities and equity   $ 1,140,803     $ 1,199,749   Condensed Consolidated Statements of Cash Flows (Unaudited)       Three Months Ended March 31,   ($ in thousands)   2026     2025   Cash flows from operating activities             Net loss   $ (10,034 )   $ (8,168 )               Adjustments to reconcile net loss to net cash provided by operating activities:             Depreciation and amortization     25,540       25,294   Stock based compensation     5,020       5,344   Amortization of debt issuance costs     559       810   Other loss     —       267   Fair value change in tax receivable agreement liability     4,563       3,022   Deferred tax benefit     2,033       (452 ) Change in accounts receivable, net     (3,436 )     (3,881 ) Change in prepaid expenses and other     (773 )     468   Change in operating lease ROU assets     627       429   Change in other assets     62       (2,479 ) Change in accounts payable     (1,245 )     (4,776 ) Change in accrued expenses and other     (6,068 )     (13,928 ) Change in operating lease liabilities     (657 )     (428 ) Change in other liabilities     632       981   Net cash provided by operating activities     16,823       2,503                 Cash flows from investing activities             Purchases of property and equipment     (122 )     (146 ) Purchases of intangible assets     (22,511 )     —   Capitalized software development costs     (11,318 )     (10,391 ) Net cash used in investing activities     (33,951 )     (10,537 )               Cash flows from financing activities             Issuance of long-term debt     110,000       —   Payments on long-term debt     (146,508 )     —   Payments for tax withholding related to shares vesting under Incentive Plan     (1,505 )     (3,147 ) Payment of Tax Receivable Agreement     (13,702 )     (16,337 ) Net cash used in financing activities     (51,715 )     (19,484 )               Decrease in cash, cash equivalents and restricted cash     (68,843 )     (27,518 ) Cash, cash equivalents and restricted cash at beginning of period   $ 155,652     $ 236,709   Cash, cash equivalents and restricted cash at end of period   $ 86,809     $ 209,191                 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION             Cash paid during the period for:             Interest   $ 8,712     $ 4,525   Income taxes (net of refunds received)   $ (44 )   $ (25 ) Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA For the Three Months Ended March 31, 2026 and 2025 (Unaudited)     Three Months Ended March 31   ($ in thousands) 2026     2025   Revenue $ 80,794     $ 77,325   Operating expenses           Costs of services (exclusive of depreciation and amortization shown separately below) $ 19,307     $ 18,664   Selling, general and administrative   35,954       36,987   Depreciation and amortization   25,540       25,294   Total operating expenses $ 80,801     $ 80,945   Loss from operations $ (7 )   $ (3,620 ) Other income (expense)           Interest income   415       1,356   Interest expense   (3,844 )     (3,107 ) Change in fair value of tax receivable liability   (4,563 )     (3,022 ) Other income (loss), net   (2 )     (227 ) Total other income (expense)   (7,994 )     (5,000 ) Loss before income tax (expense) benefit   (8,001 )     (8,620 ) Income tax (expense) benefit   (2,033 )     452   Net loss $ (10,034 )   $ (8,168 )             Add:           Interest income   (415 )     (1,356 ) Interest expense   3,844       3,107   Depreciation and amortization (a)   25,540       25,294   Income tax expense (benefit)   2,033       (452 ) EBITDA $ 20,968     $ 18,425               Non-cash change in fair value of assets and liabilities (b)   4,563       3,022   Share-based compensation expense (c)   5,020       6,045   Transaction expenses (d)   258       782   Restructuring and other strategic initiative costs (e)   1,867       3,511   Other non-recurring charges (f)   1,686       1,390   Adjusted EBITDA $ 34,362     $ 33,175   Quarterly Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA (Unaudited)       Three Months Ended   ($ in thousands)   June 30, 2025     September 30, 2025     December 31, 2025   Net income (loss)   $ (108,032 )   $ (6,617 )   $ (148,271 )                     Add:                   Interest income   $ (1,197 )   $ (911 )   $ (597 ) Interest expense     3,087       3,085       4,668   Depreciation and amortization (a)     25,481       25,640       25,631   Income tax (benefit) expense     (1,297 )     (1,808 )     (2,312 ) EBITDA   $ (81,958 )   $ 19,389     $ (120,881 )                     Gain on extinguishment of debt (k)     —       (1,374 )     —   Non-cash impairment loss (g)     103,781       —       138,907   Non-cash change in fair value of assets and liabilities (b)     2,509       4,607       3,369   Share-based compensation expense (c)     3,049       5,508       4,429   Transaction expenses (d)     394       238       298   Restructuring and other strategic initiative costs (e)     2,724       1,492       2,408   Other non-recurring charges (f)     1,312       1,342       3,871   Adjusted EBITDA   $ 31,811     $ 31,202     $ 32,401   Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income For the Three Months Ended March 31, 2026 and 2025 (Unaudited)     Three Months Ended March 31,   ($ in thousands) 2026     2025   Revenue $ 80,794     $ 77,325   Operating expenses           Costs of services (exclusive of depreciation and amortization shown separately below) $ 19,307     $ 18,664   Selling, general and administrative   35,954       36,987   Depreciation and amortization   25,540       25,294   Total operating expenses $ 80,801     $ 80,945   Loss from operations $ (7 )   $ (3,620 ) Interest income   415       1,356   Interest expense   (3,844 )     (3,107 ) Change in fair value of tax receivable liability   (4,563 )     (3,022 ) Other income (loss), net   (2 )     (227 ) Total other income (expense)   (7,994 )     (5,000 ) Loss before income tax (expense) benefit   (8,001 )     (8,620 ) Income tax (expense) benefit   (2,033 )     452   Net loss $ (10,034 )   $ (8,168 )             Add:           Amortization of acquisition-related intangibles (g)   19,809       19,329   Non-cash change in fair value of assets and liabilities (b)   4,563       3,022   Share-based compensation expense (c)   5,020       6,045   Transaction expenses (d)   258       782   Restructuring and other strategic initiative costs (e)   1,867       3,511   Other non-recurring charges (f)   1,686       1,390   Non-cash interest expense (h)   559       845   Pro forma taxes at effective rate (i)   (4,326 )     (6,442 ) Adjusted Net Income $ 19,402     $ 20,314               Shares of Class A common stock outstanding (on an as-converted basis) (j)   87,803,726       94,358,268   Adjusted Net Income per share $ 0.22     $ 0.22   Reconciliation of Operating Cash Flow to Free Cash Flow For the Three Months Ended March 31, 2026 and 2025 (Unaudited)       Three Months Ended March 31,   ($ in thousands)   2026     2025   Net cash provided by operating activities   $ 16,823     $ 2,503   Capital expenditures             Cash paid for property and equipment     (122 )     (146 ) Capitalized software development costs     (11,318 )     (10,391 ) Total capital expenditures     (11,440 )     (10,537 ) Free cash flow   $ 5,383     $ (8,034 )               Free cash flow conversion     16 %     (24 %) Quarterly Reconciliation of Operating Cash Flow to Free Cash Flow (Unaudited)       Three Months Ended   ($ in thousands)   June 30, 2025     September 30, 2025     December 31, 2025   Net cash provided by operating activities   $ 33,065     $ 32,227     $ 23,317   Capital expenditures                   Cash paid for property and equipment     69       (122 )     (286 ) Purchases of intangible assets     —       —       (200 ) Capitalized software development costs     (10,534 )     (11,321 )     (41,497 ) Total capital expenditures     (10,465 )     (11,443 )     (9,251 ) Free cash flow   $ 22,600     $ 20,784     $ 14,066                       Free cash flow conversion     71 %     67 %     43 % Reconciliation of Revenue Growth to Normalized Revenue Growth For the Year-over-Year Change Between the Three Months Ended March 31, 2026 and 2025 (Unaudited)       Total     Total Revenue growth     4 %   Less: Growth from contributions related to political media  

REPAY to Announce First Quarter 2026 Results on May 4, 2026April 20, 2026 4:20 PM
Business Wire
Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of vertically-integrated payment solutions, today announced that the Company will host a conference call to discuss first quarter 2026 financial results on Monday, May 4, 2026 at 5:00pm ET. A press release with first quarter 2026 financial results will be issued after the market closes that same day.


The conference call will be webcast live from the Company's investor relations website at https://investors.repay.com/ under the “Events” section. The conference call can also be accessed live over the phone by dialing (877) 407-3982, or for international callers (201) 493-6780. A replay will be available two hours after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13760080. The replay will be available until Monday, May 18, 2026. An archive of the webcast will be available at the same location on the website shortly after the call has concluded.


About REPAY


REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260420115482/en/
Investor Relations Contact for REPAY:

ir@repay.com


Media Relations Contact for REPAY:

Kristen Hoyman

khoyman@repay.com


Original: REPAY to Announce First Quarter 2026 Results on May 4, 2026

REPAY Confirms Receipt of Unsolicited, Non-Binding Proposal from Forager Capital ManagementApril 17, 2026 4:45 PM
Business Wire
No Stockholder Action is Required at this Time


Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of integrated payment processing solutions, today confirmed receipt of an unsolicited, non-binding proposal from Forager Capital Management, LLC (“Forager Capital”), a stockholder of the Company, to acquire the outstanding shares of the Company for $4.80 per share in cash.


REPAY’s Board of Directors (the “Board”), consistent with its fiduciary duties, will review the proposal in consultation with the Company’s financial and legal advisors. Stockholders are not required to take any action at this time.


J.P. Morgan Securities LLC is serving as financial advisor, and Troutman Pepper Locke LLP and Sullivan & Cromwell LLP are serving as legal counsel to REPAY.


About REPAY


REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.


Forward Looking Statements


This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the Board’s response and any outcomes relating to Forager Capital’s unsolicited, non-binding proposal and any other statements identified by words such as “can,” “may,” “will,” “expect,” “anticipate,” “estimate,” “believe,” “projection” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control.


In addition to factors disclosed in REPAY’s reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025, and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: the risk that any proposed transaction may not be completed in a timely manner or at all; the inability to integrate and/or realize the benefits of the KUBRA acquisition, including expected synergies; the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the KUBRA definitive acquisition agreement; the failure to satisfy any of the conditions to the consummation of the KUBRA transaction, including the receipt of certain governmental or regulatory approvals; the risk that the financing necessary to consummate the KUBRA transaction may not be obtained, may be delayed, or may be available only on less favorable terms than anticipated; that the announcement of any proposed acquisition could disrupt REPAY’s or KUBRA’s relationships with customers, employees or other business partners; changes in the bill payment and payment processing markets in which REPAY and KUBRA operate, including with respect to the applicable competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY or KUBRA target, including the regulatory environment applicable to those customers; risks relating to REPAY’s and KUBRA’s relationships within the payment ecosystem; and risks relating to data security.


Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources it believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260417336994/en/
Investor Relations Contact

ir@repay.com
Media Contact

Phil Denning and Devin Broda, ICR

Phil.Denning@icrinc.com / Devin.Broda@icrinc.com


Original: REPAY Confirms Receipt of Unsolicited, Non-Binding Proposal from Forager Capital Management

Forager Capital Makes $4.80-Per-Share Bid for Repay HoldingsApril 17, 2026 10:02 AM
IH Market News
Forager Capital has made an unsolicited proposal to acquire Repay Holdings Corp (NASDAQ:RPAY) for $4.80 per share, according to details released on April 17, 2026, signaling a potential deal in the fintech space.The offer targets Repay, which has a market capitalization of roughly $261.3 million, and represents a notable premium to its recent trading levels, suggesting Forager sees upside in the company’s payments platform and growth trajectory.Repay operates in the payment processing sector, offering integrated solutions tailored to specific industries. Its platform enables transactions across multiple channels, including mobile apps, text messaging, and online portals, with its Consumer Payments segment forming the core of its revenue base.Investor attention is also being drawn to recent insider activity, with three buying transactions over the past three months totaling more than 2.5 million shares, potentially reinforcing confidence in the company’s outlook.Market participants are now focused on how the company’s board will respond, as the proposal could pave the way for further negotiations or a broader strategic review.If pursued, the acquisition would mark a move by Forager Capital to expand its footprint in fintech, particularly in digital payment infrastructure.Repay Holdings Corporation stock price

Original: Forager Capital Makes $4.80-Per-Share Bid for Repay Holdings

REPAY Announces New Consumer Payments LeaderApril 16, 2026 4:05 PM
Business Wire
Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of integrated payment processing solutions, today announced the appointment of Matt Morrow as the new executive leader of Consumer Payments, effective May 12, 2026.


Matt will lead REPAY’s Consumer Payments overall strategy, overseeing the segment’s growth, sales, and operational initiatives across REPAY’s consumer finance verticals, including personal lending, automative loans, accounts receivable management, healthcare and mortgage servicing. In his new role, Matt will report to John Morris, REPAY’s CEO. Matt brings over a decade of payments and business services experience managing divisional business unit growth through disciplined strategic planning.


“On behalf of the entire Board and management team, we are excited to welcome Matt to REPAY,” said John Morris, Co-Founder and CEO. “Matt brings a deep understanding of embedded payments and a proven track record to lead our growth opportunities across the Consumer Payments verticals we serve.”


“I’m thrilled to join REPAY at a time of incredible momentum,” said Matt Morrow. “REPAY’s proven technology platform and approach to optimizing payment flows are a real differentiator in the industry. I’m looking forward to working alongside this talented team to deliver even greater value to our clients."


Prior to joining REPAY, Matt served as President of the Payments division at Xplor Technologies. During his six plus year tenure at Xplor Technologies, he has led the payment platform strategy responsible for embedded payment solution sales, partner success, operations, risk management and product development. Prior to Xplor Technologies, Matt spent four years at Total System Services (“TSYS”) in various positions within the Integrated Payments division. Earlier in his career, Matt held strategic business development, sales operations, and product positions at Danaher Corporation and Bank of America Merchant Services. Matt holds an MBA from Wake Forest University and a Bachelor’s degree in Mechanical Engineering from North Carolina State University.


About REPAY


REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.


Forward-Looking Statements


This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about REPAY’s expectations with respect to the announced leadership changes. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond REPAY’s control, including, without limitation, the factors described in REPAY’s reports filed with the U.S. Securities and Exchange Commission. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260416618068/en/
Investor Relations for REPAY:

ir@repay.com


Media Relations for REPAY:

Kristen Hoyman

khoyman@repay.com


Original: REPAY Announces New Consumer Payments Leader

REPAY defends KUBRA deal following Veradace letterApril 13, 2026 10:36 AM
IH Market News
Repay Holdings Corporation (NASDAQ:RPAY) has responded to a letter from Veradace Partners addressing governance concerns and the company’s proposed acquisition of KUBRA.The board confirmed it has reviewed Veradace’s correspondence and reiterated its support for the KUBRA transaction, arguing that the deal will expand REPAY’s presence in bill payment services, strengthen its role in payment flows, and deepen relationships with enterprise clients.REPAY said it has been in ongoing discussions with Veradace over an extended period and has taken its views into account alongside feedback from other shareholders. The company added that it remains focused on acting in the best interests of its broader investor base.The KUBRA acquisition is proceeding under a definitive agreement with committed debt financing already in place. The transaction is still subject to regulatory approvals and standard closing conditions, and the company noted that no shareholder vote is currently required.According to the board, the deal has been assessed within the context of REPAY’s broader growth strategy and capital allocation priorities, which include prior share buybacks and maintaining balance sheet discipline. REPAY said it believes the acquisition has the potential to deliver long-term value for shareholders.Repay Holdings Corporation stock price

Original: REPAY defends KUBRA deal following Veradace letter

Veradace Partners Issues Letter to Repay Independent Board Members Calling for the Termination of the KUBRA Acquisition and Shareholder Board Additions Given Shareholder Opposition to KUBRA DealApril 9, 2026 9:10 AM
Business Wire
Calls for the Board to Fulfill Their Fiduciary Duty and Abandon the KUBRA Acquisition


Presses the Company to Add Two Shareholder Representatives to the Board Immediately to Help Restore Investor Confidence and Improve Governance


Veradace Partners L.P. (collectively with its affiliates, “Veradace” or “we”), a significant shareholder of Repay Holdings Corporation (Nasdaq: RPAY) (“Repay” or the “Company”), with beneficial ownership of 8.4% of the outstanding Class A Shares, today issued an open letter to the Independent Board Members calling on the Board to investigate and abandon the KUBRA transaction and add shareholder representatives to the Board of Directors.


About Veradace Partners L.P.


Veradace Partners is a concentrated, long-term, public equity investment partnership that seeks to invest in high-quality businesses at reasonable prices. Veradace takes a long-term and constructive approach to working with management teams. Veradace has a track record of working with companies to create long-term value.


 


***


April 9, 2026


Peter Kight

Paul Garcia

Maryann Goebel

Emnet Rios

Richard Thornburgh


Independent Board of Directors

Repay Holdings Corporation

3060 Peachtree Road NW, Suite 1100

Atlanta, GA 30305


Dear Mr. Kight, Mr. Garcia, Ms. Goebel, Ms. Rios, Mr. Thornburgh:


Veradace Partners L.P. (“Veradace” or “we”) is a long-term investor that currently owns ~7.3mm shares or 8.4% of Repay Holdings Corporate (“Repay”, “RPAY”, the “Company”) Class A shares. We are writing to the independent board members publicly because our efforts to engage privately have largely been ignored and urgency is needed to fix a bad deal. We have attempted to reach board members since December 2025. Prior to the announcement of the KUBRA Data Transfer (“KUBRA”) acquisition our attempts were rebuked, following the deal announcement we have spoken with one independent director. That director does not seem aware of the shareholder dissent.


The acquisition of KUBRA is not one shareholders support. That should be evident by the (17%) decline the day the deal was announced and the (20%) RPAY underperformance to both the S&P 500 and the Russell 2000 since deal announcement.


More importantly, many shareholders explicitly voiced opposition against a large acquisition to the Repay management team in the months and weeks before this deal was announced. Veradace specifically voiced written opposition to acquisitions given Repay’s current valuation on March 11th. As a long-term partner to companies and management teams, we had a call with Management on March 17th to specifically give them an opportunity to help us understand how M&A could be a good capital allocation decision today – Management was unconvincing. We have surveyed your largest owners looking for supporters in an attempt to understand the deal merits – we have spoken with shareholders representing the majority of actively managed votes and EVERY SINGLE INVESTOR would prefer this deal does not go through. The feedback is unanimous!


The Company has adopted policies that prioritize investor communication through Repay Management. There is strong opposition at this time to M&A given RPAY’s depressed valuation and alternative capital allocation options, and even stronger dissatisfaction with the size, valuation and leverage of KUBRA specifically. Your largest shareholders voiced M&A opposition to Management before a deal was announced. Given that opposition, this recent deal appears a breach of fiduciary duty; we are now concerned that Management’s presentation of shareholder priorities and the merits of this deal to the Board may have been incomplete or misleading.


The Board should act with haste to collaborate with shareholders to resolve governance issues and stop a deal that is much lower return and much higher risk than other capital allocation alternatives. I’ll summarize how the board can work with shareholders to course correct.


First, with input and support from your largest owners, the Board should immediately add two shareholder representatives to the Board to fill recent vacancies. These shareholders board members should lead an investigation on this transaction, one that is a direct conflict with the Repay shareholders’ view on prudent capital allocation. These board members should examine whether this deal is the result of any kind of deceptive conduct or breach of fiduciary duty that did not place shareholders first.


Second, given the opposition that was expressed before this deal was definitive, the shareholders and board members should pursue how this deal can be abandoned.


Finally, from a fiduciary duty perspective, under no circumstances should this deal close before the voting results of Repay’s 2026 Annual Meeting of Stockholders is reported.


Again, we would like to work collaboratively with the board to help rectify governance shortcomings and a misguided acquisition.


Sincerely,


Alex Vezendan

Founder and Chief Investment Officer

Veradace Capital Management LLC

General Partner of Veradace Partners LP

View source version on businesswire.com: https://www.businesswire.com/news/home/20260409695605/en/
Veradace Capital Management

info@veradacecapital.com


Original: Veradace Partners Issues Letter to Repay Independent Board Members Calling for the Termination of the KUBRA Acquisition and Shareholder Board Additions Given Shareholder Opposition to KUBRA Deal

REPAY Announces Agreement to Acquire KUBRAMarch 30, 2026 6:00 PM
Business Wire
 Combination creates a Scaled Consumer Bill Payment Provider


REPAY to host conference call tomorrow at 8:00 AM ET


Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of integrated payment processing solutions, today announced a definitive agreement to acquire Kubra Data Transfer LTD. (“KUBRA”) for approximately $372 million. The acquisition will be financed with a combination of cash on hand and debt financing.


KUBRA is a leading provider of bill payment and customer communication management solutions serving some of the largest utility and government entities, touching over 40% of households in the US and Canada. KUBRA offers an embedded technology platform comprising six core solutions across multiple verticals. Their highly reoccurring business model serves over 250 clients today with a deeply integrated offering to ERP providers across their core verticals.


The transaction strengthens two complementary, vertical-leading businesses combining REPAY’s extensive payment expertise and technology platform with KUBRA’s attractive verticals, partnerships, and go-to-market approach. On a combined basis, the Company will have significant scale across diverse growth markets enabling over $130 billion in annual payment volumes.


“Today’s announcement advances REPAY on our transformational journey to become a leading bill payment provider. The combination brings together highly complementary go-to-market approaches, creating robust opportunities to enhance growth, while also deepening client experiences and driving operational and financial efficiencies,” said John Morris, Co-Founder and Chief Executive Officer of REPAY.


“We are excited to enter KUBRA’s next phase by joining REPAY and creating a scaled payments platform,” said Rick Watkin, President and Chief Executive Officer of KUBRA. “REPAY will enhance value for our clients, while helping to further pursue growth opportunities in our end markets. I am thrilled about the opportunities this transaction provides for KUBRA and our team.”


Compelling Strategic Rationale with Strong Value Creation Opportunities



Vertical Expansion: The acquisition of KUBRA adds attractive verticals such as utilities, government, and insurance. Going forward, go-to-market and sales teams will leverage the company’s extensive payments capabilities, vertical expertise, and robust distribution channels across 18+ dynamic verticals.



Creates Scale: REPAY’s payment platform will have significant scale with combined 20251 Revenue and Adjusted EBITDA of approximately $548 million and $178 million, respectively.



Value Creation Opportunities: The transaction is expected to generate approximately $15+ million of annual run-rate costs synergies and approximately $5+ million of technology savings over the next three years through combining operations, platform consolidation, and other scale efficiencies. REPAY expects the transaction to unlock additional value with expected revenue opportunities of approximately $5+ million by 2028 as REPAY benefits from offering bill presentment, communications services, a payment engine, and core processing solutions across all clients.



Ramping Accretive Profile: REPAY expects Free Cash Flow accretion2 of 25% by 2028.



Transaction Details


REPAY will acquire KUBRA in an all-cash transaction for approximately $372 million, which is subject to customary purchase price adjustments. The transaction will be funded with cash on hand and debt financing. In connection with the transaction, REPAY has received a debt commitment letter from Truist Bank for a $500 million term loan, along with a $100 million undrawn revolving credit facility. At closing, REPAY expects net leverage3 of approximately 4.0x on a post-transaction basis and expects to reduce net leverage to below 3.0x within 18 months.


Timing and Approvals


The transaction is subject to regulatory approvals in the U.S. and Canada and certain customary closing conditions. REPAY expects the transaction to close in the second quarter of 2026.


Advisors


Truist Securities, Inc. served as exclusive financial advisor to REPAY and Truist Bank is providing committed financing to support the acquisition. Troutman Pepper Locke LLP served as legal advisor to REPAY. Financial Technology Partners served as exclusive financial advisor to KUBRA. Clifford Chance US LLP and the Hearst Office of General Counsel served as legal advisors to KUBRA and Hearst Corporation.


Conference Call


REPAY will host a conference call to discuss the acquisition on March 31, 2026 at 8:00 am ET. The call will be webcast live from REPAY’s investor relations website at https://investors.repay.com/investor-relations. The conference call can also be accessed live over the phone by dialing (877) 407-3982, or for international callers (201) 493-6780. A replay will be available one hour after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13759307. The replay will be available at https://investors.repay.com/investor-relations.


Non-GAAP Financial Measures


This report includes certain non-GAAP financial measures that management uses to evaluate the Company’s operating business, measure performance, and make strategic decisions, including Adjusted EBITDA, Free Cash Flow accretion and net leverage, as well as certain forward-looking projections that are not reconcilable with GAAP measures due to their inherent uncertainty. Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures. Net leverage is a non-GAAP financial measure calculated by dividing total debt (less cash and cash equivalents) divided by Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as gain on extinguishment of debt, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs, gain on extinguishment of debt and other non-recurring charges. REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures to the most directly comparable GAAP financial measure because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading. REPAY believes that Adjusted EBITDA, Free Cash Flow accretion and net leverage provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, net cash provided by operating activities, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled as the same or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider REPAY’s non-GAAP financial measures alongside other financial performance measures, including net income, net cash provided by operating activities and REPAY’s other financial results presented in accordance with GAAP.


Forward-Looking Statements


This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “can,” “may,” “will,” “expect,” “anticipate,” “estimate,” “believe,” “projection” or words of similar meaning. These forward-looking statements include, but are not limited to: anticipated benefits from, and the expected timing for completion of, the KUBRA acquisition, expected strengthening of REPAY’s product offering, future market, growth and synergy opportunities, payment volume, net leverage and Free Cash Flow estimates, and the level of KUBRA’s expected growth and financial contributions, including revenue and Adjusted EBITDA. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control.


In addition to factors disclosed in REPAY’s reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025, and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: the risk that the proposed transaction may not be completed in a timely manner or at all; the inability to integrate and/or realize the benefits of the KUBRA acquisition, including expected synergies; the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the definitive acquisition agreement; the failure to satisfy any of the conditions to the consummation of the transaction, including the receipt of certain governmental or regulatory approvals; the risk that the financing necessary to consummate the transaction may not be obtained, may be delayed, or may be available only on less favorable terms than anticipated; that the announcement of the proposed acquisition could disrupt REPAY’s or KUBRA’s relationships with customers, employees or other business partners; changes in the bill payment and payment processing markets in which REPAY and KUBRA operate, including with respect to the applicable competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY or KUBRA target, including the regulatory environment applicable to those customers; risks relating to REPAY’s and KUBRA’s relationships within the payment ecosystem; and risks relating to data security.


Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources it believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Combined, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.


About REPAY


REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.


About KUBRA


KUBRA, founded in 1992 and headquartered in Mississauga, Ontario, is an industry-leading provider of customer experience management solutions to some of the largest utility, government, and insurance entities in North America. KUBRA’s platform offering includes billing and payments, alerts and preference management, artificial intelligence solutions, mobile apps, and utility mapping solutions. KUBRA reaches over 40% of households in the United States and Canada, providing performance-driven value to more than 250 clients and their customers.



____________________________



1 Combined 2025 financial metrics are based on reported REPAY plus KUBRA Revenue of approximately $239 million and Adjusted EBITDA of approximately $49 million. Adjusted EBITDA is a non-GAAP measure. See “Non-GAAP Financial Measures” herein for additional information.








2 Free Cash Flow accretion is a non-GAAP measure. See “Non-GAAP Financial Measures” herein for additional information.








3 Net leverage at close includes transaction-related adjustments and synergies. Net leverage is a non-GAAP financial measure. See “Non-GAAP Financial Measures” herein for additional information.







 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260329476191/en/
Investor Relations for REPAY:

ir@repay.com


Media Relations for REPAY:

Kristen Hoyman

khoyman@repay.com


Original: REPAY Announces Agreement to Acquire KUBRA

REPAY Reports Fourth Quarter and Full Year 2025 Financial ResultsMarch 9, 2026 4:05 PM
Business Wire
Strong Normalized Growth and Free Cash Flow Generation in Q4


Provides 2026 Outlook for Double-Digit Reported Revenue Growth with Free Cash Flow


Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of vertically-integrated payment solutions, today reported financial results for its fourth quarter and full year ended December 31, 2025.


Fourth Quarter 2025 Financial Highlights




($ in millions)






 






Q4 2024






 






 






Q1 2025






 






 






Q2 2025






 






 






Q3 2025






 






 






Q4 2025






 








Revenue






 






$






78.3






 






 






$






77.3






 






 






$






75.6






 






 






$






77.7






 






 






$






78.6






 








Gross profit (1)






 






 






59.7






 






 






 






58.7






 






 






 






57.2






 






 






 






57.8






 






 






 






58.3






 








Net loss (2)






 






 






(4.0






)






 






 






(8.2






)






 






 






(108.0






)






 






 






(6.6






)






 






 






(148.3






)








Adjusted EBITDA (3)






 






 






36.5






 






 






 






33.2






 






 






 






31.8






 






 






 






31.2






 






 






 






32.4






 








Net cash provided by operating activities






 






 






34.3






 






 






 






2.5






 






 






 






33.1






 






 






 






32.2






 






 






 






23.3






 








Free Cash Flow (3)






 






 






23.5






 






 






 






(8.0






)






 






 






22.6






 






 






 






20.8






 






 






 






13.8






 








Free Cash Flow Conversion (3)






 






 






64






%






 






 






(24






%)






 






 






71






%






 






 






67






%






 






 






43






%









(1)






Gross profit represents revenue less costs of services (exclusive of depreciation and amortization).








(2)






During the second and fourth quarter of 2025, Net loss was impacted by a $103.8 million and a $138.9 million goodwill impairment loss, respectively, primarily related to the Consumer Payments segment. Further information about this non-cash impairment loss can be found in the Annual Report on Form 10-K for the year ended December 31, 2025.








(3)






Adjusted EBITDA, Free Cash Flow and Free Cash Flow Conversion are non-GAAP financial measures. See “Non-GAAP Financial Measures” and the reconciliation of Adjusted EBITDA, Free Cash Flow and Free Cash Flow Conversion to their most comparable GAAP measure provided below for additional information.







"REPAY delivered on our Q4 outlook to improve normalized growth as the company exited 2025," John Morris, Chief Executive Officer of REPAY. "This performance underscores the progress of REPAY’s strategic initiatives and operational discipline. In 2025, the company faced a variety of challenges. However, REPAY underwent the necessary improvements to strengthen our operations, go-to-market, and organization. Looking forward, we are well-positioned to continue our momentum as REPAY looks to improve during 2026 and remains dedicated to capturing growth opportunities, while supporting and optimizing our clients’ digital payment flows."


Fourth Quarter 2025 Business Highlights


The Company's achievements in the quarter, including those highlighted below, reinforce management's belief in the ability of the Company to drive durable and long-term growth across REPAY's diversified business model.



Reported revenue was approximately flat and gross profit declined 2% year-over-year due to lapping incremental gross profit attributable to political media spending associated with the 2024 election cycle in our media payments business



Normalized revenue and gross profit growth1 increased 10% and 9% year-over-year



Consumer Payments revenue and gross profit growth was 8% and 6%, year-over-year



Business Payments normalized revenue and gross profit growth1 was approximately 41% and 73% year-over-year



Net loss included a non-cash goodwill impairment loss of $138.5 million in the Consumer Payments segment. The write-down was a result of a decline in the share price during the fourth quarter, and changes in the discount rate and comparable market multiples used in determining goodwill impairment.



Added three new integrated software partners to bring the total to 294 software relationships as of the end of the fourth quarter



Accelerated AP supplier network to over 602,000, an increase of approximately 67% year-over-year





1 Normalized revenue and gross profit growth are non-GAAP financial measures that account for cyclical political media spending contributions. See “Non-GAAP Financial Measures” and the reconciliations to their most comparable GAAP measures provided below for additional information.







2026 Outlook


“Our full year 2026 outlook reflects the normalized growth that we believe REPAY can sustainably achieve as we expect to benefit from the operational improvements for a scaled future,” said Robert Houser, Chief Financial Officer of REPAY. "We expect to achieve strong 10%-12% reported revenue growth, 40% plus Adjusted EBTIDA margins, and Free Cash Flow generation, while strategically deploying capital towards long-term growth opportunities."


REPAY expects the following financial results for full year 2026.




 






Full Year 2025






 






Full Year 2026 Outlook








Revenue






$309.3 million






 






$340 - 346 million








Adjusted EBITDA






$128.6 million






 






$136.5 - 141.5 million








Free Cash Flow Conversion






38%






 






45%







REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures, such as Adjusted EBITDA and Free Cash Flow Conversion, to the most directly comparable GAAP financial measure, because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have a significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading.


Segments


The Company reports its financial results based on two reportable segments.


Consumer Payments – The Consumer Payments segment provides payment processing solutions (including debit and credit card processing, Automated Clearing House (“ACH”) processing and other electronic payment acceptance solutions, as well as REPAY’s loan disbursement product) that enable REPAY’s clients to collect payments from and disburse funds to consumers and includes its clearing and settlement solutions (“RCS”). RCS is REPAY’s proprietary clearing and settlement platform through which it markets customizable payment processing programs to other ISOs and payment facilitators. The strategic vertical markets served by the Consumer Payments segment primarily include personal loans, automotive loans, receivables management, credit unions, mortgage servicing, consumer healthcare and diversified retail.


Business Payments – The Business Payments segment provides payment processing solutions (including accounts payable automation, debit and credit card processing, virtual credit card processing, ACH processing and other electronic payment acceptance solutions) that enable REPAY’s clients to collect payments from or send payments to other businesses. The strategic vertical markets served within the Business Payments segment primarily include retail automotive, education, field services, governments and municipalities, healthcare, media, homeowner association management and hospitality.




Segment Revenue, Gross Profit, and Gross Profit Margin

















 



 






 






Three Months Ended




December 31,






 






 






 






 






Year Ended December 31,






 






 






 








($ in thousand)






 






2025




(Unaudited)






 






 






2024




(Unaudited)






 






 






% Change






 






2025






 






 






2024






 






 






% Change








Revenue






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Consumer Payments






 






$






71,745






 






 






$






66,349






 






 






8%






 






$






285,884






 






 






$






280,966






 






 






2%








Business Payments






 






 






14,471






 






 






 






17,357






 






 






(17%)






 






 






48,413






 






 






 






52,923






 






 






(9%)








Elimination of intersegment revenues






 






 






(7,631






)






 






 






(5,435






)






 






 






 






 






(25,036






)






 






 






(20,847






)






 






 








Total revenue






 






$






78,585






 






 






$






78,271






 






 






0%






 






$






309,261






 






 






$






313,042






 






 






(1%)








Gross profit (1)






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Consumer Payments






 






$






56,053






 






 






$






53,081






 






 






6%






 






$






223,755






 






 






$






223,107






 






 






0%








Business Payments






 






 






9,923






 






 






 






12,069






 






 






(18%)






 






 






33,299






 






 






 






39,146






 






 






(15%)








Elimination of intersegment revenues






 






 






(7,631






)






 






 






(5,435






)






 






 






 






 






(25,036






)






 






 






(20,847






)






 






 








Total gross profit






 






$






58,345






 






 






$






59,715






 






 






(2%)






 






$






232,018






 






 






$






241,406






 






 






(4%)








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Total gross profit margin (2)






 






74%






 






 






76%






 






 






 






 






75%






 






 






77%






 






 






 









(1)






Gross profit represents revenue less costs of services (exclusive of depreciation and amortization).








(2)






Gross profit margin represents total gross profit / total revenue.







Conference Call


REPAY will host a conference call to discuss fourth quarter and full year financial results today, March 9, 2026 at 5:00 pm ET. Hosting the call will be John Morris, CEO, and Robert Houser, CFO. The call will be webcast live from REPAY’s investor relations website at https://investors.repay.com/investor-relations. The conference call can also be accessed live over the phone by dialing (877) 407-3982, or for international callers (201) 493-6780. A replay will be available one hour after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13757923. The replay will be available at https://investors.repay.com/investor-relations.


Non-GAAP Financial Measures


This report includes certain non-GAAP financial measures that management uses to evaluate the Company’s operating business, measure performance, and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as gain on extinguishment of debt, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs, loss on business disposition and other non-recurring charges. Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain charges deemed to not be part of normal operating expenses, such as loss on business disposition, gain on extinguishment of debt, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation expense, transaction expenses, restructuring and other strategic initiative costs, other non-recurring charges, non-cash interest expense and net of tax effect associated with these adjustments. Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although REPAY excludes amortization from acquisition-related intangibles from its non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Adjusted Net Income per share is a non-GAAP financial measure that represents Adjusted Net Income divided by the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of the outstanding units exchangeable for shares of Class A common stock) for the three months and years ended December 31, 2025 and 2024 (excluding shares subject to forfeiture). Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. Normalized revenue growth represents year-over-year revenue growth that excludes incremental gross profit attributable to political media spending associated with the 2024 election cycle in our media payments business. Normalized gross profit growth represents year-over-year gross profit growth that excludes incremental gross profit attributable to political media spending associated with the 2024 election cycle in our media payments business. REPAY believes that Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income per share, Free Cash Flow, Free Cash Flow Conversion, Normalized revenue growth and Normalized gross profit growth provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, net cash provided by operating activities, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled as the same or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider REPAY’s non-GAAP financial measures alongside other financial performance measures, including net income, net cash provided by operating activities and REPAY’s other financial results presented in accordance with GAAP.


Forward-Looking Statements


This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, including 2026 outlook, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “guidance,” “will likely result,” “are expected to,” “will continue,” “should,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, REPAY’s market and growth opportunities, REPAY’s business strategy and the plans and objectives of management for future operations and the allocation of capital. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond REPAY’s control.


In addition to factors disclosed in REPAY’s reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025 and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending, including bank failures or other adverse events affecting financial institutions, inflationary pressures, evolving U.S. trade policies, general economic slowdown or recession; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to REPAY’s clients; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to maintain effective internal controls.


Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources it believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.


About REPAY


REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.


 




Consolidated Statement of Operations








 








 






 






Three Months ended December 31,






 






 






Year ended December 31,






 








($ in thousands, except per share data)






 






2025




(Unaudited)






 






 






2024




(Unaudited)






 






 






2025






 






 






2024






 








Revenue






 






$






78,585






 






 






$






78,271






 






 






$






309,261






 






 






$






313,042






 








Operating expenses






 






 






 






 






 






 






 






 






 






 






 






 








Costs of services (exclusive of depreciation and amortization shown separately below)






 






$






20,240






 






 






 






18,556






 






 






$






77,243






 






 






$






71,636






 








Selling, general and administrative






 






 






36,996






 






 






 






36,503






 






 






 






142,006






 






 






 






145,466






 








Depreciation and amortization






 






 






25,631






 






 






 






24,382






 






 






 






102,046






 






 






 






103,710






 








Impairment loss






 






 






138,907






 






 






 






—






 






 






 






242,688






 






 






 






—






 








Total operating expenses






 






$






221,774






 






 






$






79,441






 






 






$






563,983






 






 






$






320,812






 








Loss from operations






 






$






(143,189






)






 






$






(1,170






)






 






$






(254,722






)






 






$






(7,770






)








Other income (expense)






 






 






 






 






 






 






 






 






 






 






 






 








Interest income






 






 






597






 






 






 






1,629






 






 






 






4,061






 






 






 






5,992






 








Interest expense






 






 






(4,668






)






 






 






(3,134






)






 






 






(13,947






)






 






 






(7,873






)








Gain on extinguishment of debt






 






 






—






 






 






 






—






 






 






 






1,374






 






 






 






13,136






 








Change in fair value of tax receivable liability






 






 






(3,369






)






 






 






(1,785






)






 






 






(13,507






)






 






 






(14,543






)








Other income (loss)






 






 






46






 






 






 






76






 






 






 






(216






)






 






 






138






 








Total other income (expense)






 






 






(7,394






)






 






 






(3,214






)






 






 






(22,235






)






 






 






(3,150






)








Loss before income tax benefit (expense)






 






 






(150,583






)






 






 






(4,384






)






 






 






(276,957






)






 






 






(10,920






)








Income tax benefit






 






 






2,312






 






 






 






426






 






 






 






5,869






 






 






 






575






 








Net loss






 






$






(148,271






)






 






$






(3,958






)






 






$






(271,088






)






 






$






(10,345






)








Net loss attributable to non-controlling interest






 






 






(8,159






)






 






 






158






 






 






 






(14,364






)






 






 






(189






)








Net loss attributable to the Company






 






$






(140,112






)






 






$






(4,116






)






 






$






(256,724






)






 






$






(10,156






)








 






 






 






 






 






 






 






 






 






 






 






 






 








Weighted-average shares of Class A common stock outstanding - basic and diluted






 






 






82,108,224






 






 






 






88,392,571






 






 






 






85,558,300






 






 






 






89,915,137






 








 






 






 






 






 






 






 






 






 






 






 






 






 








Loss per Class A share - basic and diluted






 






$






(1.71






)






 






$






(0.05






)






 






$






(3.00






)






 






$






(0.11






)









Consolidated Balance Sheets













 



($ in thousands)






 






December 31,




2025






 






 






December 31,




2024






 








Assets






 






 






 






 






 






 








Cash and cash equivalents






 






$






115,692






 






 






$






189,530






 








Current restricted cash






 






 






29,327






 






 






 






35,654






 








Accounts receivable, net






 






 






33,172






 






 






 






32,950






 








Prepaid expenses and other






 






 






18,641






 






 






 






17,114






 








Total current assets






 






 






196,832






 






 






 






275,248






 








 






 






 






 






 






 






 








Property and equipment, net






 






 






1,243






 






 






 






2,383






 








Noncurrent restricted cash






 






 






10,633






 






 






 






11,525






 








Intangible assets, net






 






 






329,844






 






 






 






389,034






 








Goodwill






 






 






474,512






 






 






 






716,793






 








Operating lease right-of-use assets, net






 






 






8,866






 






 






 






11,142






 








Deferred tax assets






 






 






173,028






 






 






 






163,283






 








Other assets






 






 






4,791






 






 






 






2,500






 








Total noncurrent assets






 






 






1,002,917






 






 






 






1,296,660






 








Total assets






 






$






1,199,749






 






 






$






1,571,908






 








 






 






 






 






 






 






 








Liabilities






 






 






 






 






 






 








Accounts payable






 






$






25,177






 






 






$






28,912






 








Accrued expenses






 






 






52,959






 






 






 






55,501






 








Current maturities of long-term debt, net






 






 






146,477






 






 






 






—






 








Current operating lease liabilities






 






 






1,548






 






 






 






1,230






 








Current tax receivable agreement ($1,555 and $2,413 held for related parties as of December 31, 2025 and December 31, 2024, respectively)






 






 






13,702






 






 






 






16,337






 








Other current liabilities






 






 






785






 






 






 






267






 








Total current liabilities






 






 






240,648






 






 






 






102,247






 








 






 






 






 






 






 






 








Long-term debt, net






 






 






280,065






 






 






 






496,778






 








Noncurrent operating lease liabilities






 






 






8,790






 






 






 






10,507






 








Tax receivable agreement, net of current portion ($20,748 and $25,134 held for related parties as of December 31, 2025 and December 31, 2024, respectively)






 






 






187,239






 






 






 






187,308






 








Other liabilities






 






 






1,225






 






 






 






1,899






 








Total noncurrent liabilities






 






 






477,319






 






 






 






696,492






 








Total liabilities






 






$






717,967






 






 






$






798,739






 








 






 






 






 






 






 






 








Commitments and contingencies






 






 






 






 






 






 








 






 






 






 






 






 






 








Stockholders' equity






 






 






 






 






 






 








Class A common stock, $0.0001 par value; 2,000,000,000 shares authorized, 95,138,635 issued and 81,762,746 outstanding as of December 31, 2025; 93,732,227 issued and 88,239,494 outstanding as of December 31, 2024






 






 






8






 






 






 






9






 








Class V common stock, $0.0001 par value; 1,000 shares authorized and 100 shares issued and outstanding as of December 31, 2025 and 2024






 






 






—






 






 






 






—






 








Treasury stock, 13,375,889 and 5,492,733 shares as of December 31, 2025 and December 31, 2024, respectively






 






 






(92,025






)






 






 






(53,782






)








Additional paid-in capital






 






 






1,166,998






 






 






 






1,148,871






 








Accumulated deficit






 






 






(590,550






)






 






 






(333,826






)








Total Repay stockholders’ equity






 






 






484,431






 






 






 






761,272






 








Non-controlling interests






 






 






(2,649






)






 






 






11,897






 








Total equity






 






$






481,782






 






 






$






773,169






 








Total liabilities and equity






 






$






1,199,749






 






 






$






1,571,908






 









Consolidated Statements of Cash Flows










 



 






 






Year Ended December 31,






 








($ in thousands)






 






2025






 






 






2024






 








Cash flows from operating activities






 






 






 






 






 






 








Net income (loss)






 






$






(271,088






)






 






$






(10,345






)








Adjustments to reconcile net income (loss) to net cash provided by operating activities:






 






 






 






 






 






 








Depreciation and amortization






 






 






102,046






 






 






 






103,710






 








Stock based compensation






 






 






18,329






 






 






 






24,388






 








Amortization of debt issuance costs






 






 






3,113






 






 






 






3,030






 








Gain on extinguishment of debt






 






 






(1,374






)






 






 






(13,136






)








Other loss






 






 






267






 






 






 






—






 








Fair value change in tax receivable agreement liability






 






 






13,507






 






 






 






14,543






 








Impairment loss






 






 






242,688






 






 






 






—






 








Deferred tax expense benefit






 






 






(6,373






)






 






 






(2,490






)








Change in accounts receivable, net






 






 






(222






)






 






 






3,067






 








Change in prepaid expenses and other






 






 






(1,527






)






 






 






(1,905






)








Change in operating lease ROU assets






 






 






1,869






 






 






 






(3,119






)








Change in other assets






 






 






(2,291






)






 






 






—






 








Change in accounts payable






 






 






(3,735






)






 






 






6,882






 








Change in accrued expenses and other






 






 






(2,542






)






 






 






22,594






 








Change in operating lease liabilities






 






 






(1,399






)






 






 






2,861






 








Change in other liabilities






 






 






(156






)






 






 






10






 








Net cash provided by operating activities






 






 






91,112






 






 






 






150,090






 








 






 






 






 






 






 






 








Cash flows from investing activities






 






 






 






 






 






 








Purchases of property and equipment






 






 






(286






)






 






 






(989






)








Purchases of intangible assets






 






 






(200






)






 






 






—






 








Capitalized software development costs






 






 






(41,497






)






 






 






(43,864






)








Net cash used in investing activities






 






 






(41,983






)






 






 






(44,853






)








 






 






 






 






 






 






 








Cash flows from financing activities






 






 






 






 






 






 








Issuance of long-term debt






 






 






—






 






 






 






287,500






 








Payments on long-term debt






 






 






(71,976






)






 






 






(205,150






)








Payments of debt issuance costs






 






 






—






 






 






 






(9,631






)








Payments for tax withholding related to shares vesting under Incentive Plan and ESPP






 






 






(3,324






)






 






 






(2,131






)








Treasury shares repurchased






 






 






(38,549






)






 






 






(41,541






)








Stock options exercised






 






 






—






 






 






 






395






 








Distributions to Members






 






 






—






 






 






 






(2,349






)








Purchase of capped calls related to issuance of the 2029 Notes






 






 






—






 






 






 






(39,186






)








Payment of Tax Receivable Agreement (“TRA”)






 






 






(16,337






)






 






 






(580






)








Net cash used in financing activities






 






 






(130,186






)






 






 






(12,673






)








 






 






 






 






 






 






 








(Decrease) increase in cash, cash equivalents and restricted cash






 






 






(81,057






)






 






 






92,564






 








Cash, cash equivalents and restricted cash at beginning of period






 






$






236,709






 






 






$






144,145






 








Cash, cash equivalents and restricted cash at end of period






 






$






155,652






 






 






$






236,709






 








 






 






 






 






 






 






 








SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION






 






 






 






 






 






 








Cash paid during the year for:






 






 






 






 






 






 








Interest






 






$






9,147






 






 






$






4,843






 








Income taxes






 






$






1,761






 






 






$






2,811






 









Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA








For the Three Months Ended December 31, 2025 and 2024








(Unaudited)










 



 






 






Three Months Ended December 31,






 








($ in thousands)






 






2025






 






 






2024






 








Revenue






 






$






78,585






 






 






$






78,271






 








Operating expenses






 






 






 






 






 






 








Costs of services (exclusive of depreciation and amortization shown separately below)






 






$






20,240






 






 






$






18,556






 








Selling, general and administrative






 






 






36,996






 






 






 






36,503






 








Depreciation and amortization






 






 






25,631






 






 






 






24,382






 








Impairment loss






 






 






138,907






 






 






 






—






 








Total operating expenses






 






$






221,774






 






 






$






79,441






 








Loss from operations






 






$






(143,189






)






 






$






(1,170






)








Other income (expense)






 






 






 






 






 






 








Interest income






 






 






597






 






 






 






1,629






 








Interest expense






 






 






(4,668






)






 






 






(3,134






)








Change in fair value of tax receivable liability






 






 






(3,369






)






 






 






(1,785






)








Other income (loss)






 






 






46






 






 






 






76






 








Total other income (expense)






 






 






(7,394






)






 






 






(3,214






)








Loss before income tax benefit (expense)






 






 






(150,583






)






 






 






(4,384






)








Income tax benefit






 






 






2,312






 






 






 






426






 








Net loss






 






$






(148,271






)






 






$






(3,958






)








 






 






 






 






 






 






 








Add:






 






 






 






 






 






 








Interest income






 






 






(597






)






 






 






(1,629






)








Interest expense






 






 






4,668






 






 






 






3,134






 








Depreciation and amortization (a)






 






 






25,631






 






 






 






24,382






 








Income tax benefit






 






 






(2,312






)






 






 






(426






)








EBITDA






 






$






(120,881






)






 






$






21,503






 








 






 






 






 






 






 






 








Non-cash impairment loss (b)






 






 






138,907






 






 






 






—






 








Non-cash change in fair value of assets and liabilities (c)






 






 






3,369






 






 






 






1,785






 








Share-based compensation expense (d)






 






 






4,429






 






 






 






5,921






 








Transaction expenses (e)






 






 






298






 






 






 






297






 








Restructuring and other strategic initiative costs (f)






 






 






2,408






 






 






 






5,524






 








Other non-recurring charges (g)






 






 






3,871






 






 






 






1,440






 








Adjusted EBITDA






 






$






32,401






 






 






$






36,470






 









Quarterly Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA








(Unaudited)









 



 






Three Months ended






 








(in $ thousands)






 






March 31,




2025






 






 






June 30,




2025






 






 






September 30,




2025






 








Net income (loss)






 






$






(8,168






)






 






$






(108,032






)






 






$






(6,617






)








 






 






 






 






 






 






 






 






 






 








Add:






 






 






 






 






 






 






 






 






 








Interest income






 






 






(1,356






)






 






 






(1,197






)






 






 






(911






)








Interest expense






 






 






3,107






 






 






 






3,087






 






 






 






3,085






 








Depreciation and amortization (a)






 






 






25,294






 






 






 






25,481






 






 






 






25,640






 








Income tax (benefit) expense






 






 






(452






)






 






 






(1,297






)






 






 






(1,808






)








EBITDA






 






$






18,425






 






 






$






(81,958






)






 






$






19,389






 








 






 






 






 






 






 






 






 






 






 








Gain on extinguishment of debt (i)






 






 






—






 






 






 






—






 






 






 






(1,374






)








Non-cash impairment loss (b)






 






 






—






 






 






 






103,781






 






 






 






—






 








Non-cash change in fair value of assets and liabilities (c)






 






 






3,022






 






 






 






2,509






 






 






 






4,607






 








Share-based compensation expense (d)






 






 






6,045






 






 






 






3,049






 






 






 






5,508






 








Transaction expenses (e)






 






 






782






 






 






 






394






 






 






 






238






 








Restructuring and other strategic initiative costs (f)






 






 






3,511






 






 






 






2,724






 






 






 






1,492






 








Other non-recurring charges (g)






 






 






1,390






 






 






 






1,312






 






 






 






1,342






 








Adjusted EBITDA






 






$






33,175






 






 






$






31,811






 






 






$






31,202






 









Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA








For the Years Ended December 31, 2025 and 2024








(Unaudited)










 



 






 






Year Ended December 31,






 








($ in thousands)






 






2025






 






 






2024






 








Revenue






 






$






309,261






 






 






$






313,042






 








Operating expenses






 






 






 






 






 






 








Costs of services (exclusive of depreciation and amortization shown separately below)






 






$






77,243






 






 






$






71,636






 








Selling, general and administrative






 






 






142,006






 






 






 






145,466






 








Depreciation and amortization






 






 






102,046






 






 






 






103,710






 








Impairment loss






 






 






242,688






 






 






 






—






 








Total operating expenses






 






$






563,983






 






 






$






320,812






 








Loss from operations






 






$






(254,722






)






 






$






(7,770






)








Interest income






 






 






4,061






 






 






 






5,992






 








Interest expense






 






 






(13,947






)






 






 






(7,873






)








Gain on extinguishment of debt






 






 






1,374






 






 






 






13,136






 








Change in fair value of tax receivable liability






 






 






(13,507






)






 






 






(14,543






)








Other income (loss)






 






 






(216






)






 






 






138






 








Total other income (expense)






 






 






(22,235






)






 






 






(3,150






)








Loss before income tax benefit (expense)






 






 






(276,957






)






 






 






(10,920






)








Income tax benefit






 






 






5,869






 






 






 






575






 








Net loss






 






$






(271,088






)






 






$






(10,345






)








 






 






 






 






 






 






 








Add:






 






 






 






 






 






 








Interest income






 






 






(4,061






)






 






 






(5,992






)








Interest expense






 






 






13,947






 






 






 






7,873






 








Depreciation and amortization (a)






 






 






102,046






 






 






 






103,710






 








Income tax benefit






 






 






(5,869






)






 






 






(575






)








EBITDA






 






$






(165,025






)






 






$






94,671






 








 






 






 






 






 






 






 








Loss on business disposition (h)






 






 






—






 






 






 






—






 








Gain on extinguishment of debt (i)






 






 






(1,374






)






 






 






(13,136






)








Non-cash impairment loss (b)






 






 






242,688






 






 






 






—






 








Non-cash change in fair value of assets and liabilities (c)






 






 






13,507






 






 






 






14,543






 








Share-based compensation expense (d)






 






 






19,031






 






 






 






25,195






 








Transaction expenses (e)






 






 






1,712






 






 






 






2,325






 








Restructuring and other strategic initiative costs (f)






 






 






10,135






 






 






 






12,494






 








Other non-recurring charges (g)






 






 






7,915






 






 






 






4,718






 








Adjusted EBITDA






 






$






128,589






 






 






$






140,810






 









Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income








For the Three Months Ended December 31, 2025 and 2024








(Unaudited)










 



 






 






 






 








 






 






Three Months Ended December 31,






 








($ in thousands)






 






2025






 






 






2024






 








Revenue






 






$






78,585






 






 






$






78,271






 








Operating expenses






 






 






 






 






 






 








Costs of services (exclusive of depreciation and amortization shown separately below)






 






$






20,240






 






 






$






18,556






 








Selling, general and administrative






 






 






36,996






 






 






 






36,503






 








Depreciation and amortization






 






 






25,631






 






 






 






24,382






 








Impairment loss






 






 






138,907






 






 






 






—






 








Total operating expenses






 






$






221,774






 






 






$






79,441






 








Loss from operations






 






$






(143,189






)






 






$






(1,170






)








Interest income






 






 






597






 






 






 






1,629






 








Interest expense






 






 






(4,668






)






 






 






(3,134






)








Change in fair value of tax receivable liability






 






 






(3,369






)






 






 






(1,785






)








Other income (loss)






 






 






46






 






 






 






76






 








Total other income (expense)






 






 






(7,394






)






 






 






(3,214






)








Loss before income tax benefit (expense)






 






 






(150,583






)






 






 






(4,384






)








Income tax benefit






 






 






2,312






 






 






 






426






 








Net loss






 






$






(148,271






)






 






$






(3,958






)








 






 






 






 






 






 






 








Add:






 






 






 






 






 






 








Amortization of acquisition-related intangibles (j)






 






 






19,741






 






 






 






18,595






 








Non-cash impairment loss (b)






 






 






138,907






 






 






 






—






 








Non-cash change in fair value of assets and liabilities (c)






 






 






3,369






 






 






 






1,785






 








Share-based compensation expense (d)






 






 






4,429






 






 






 






5,921






 








Transaction expenses (e)






 






 






298






 






 






 






297






 








Restructuring and other strategic initiative costs (f)






 






 






2,408






 






 






 






5,524






 








Other non-recurring charges (g)






 






 






3,871






 






 






 






1,440






 








Non-cash interest expense (k)






 






 






715






 






 






 






845






 








Pro forma taxes at effective rate (l)






 






 






(8,715






)






 






 






(8,016






)








Adjusted Net Income






 






$






16,752






 






 






$






22,433






 








 






 






 






 






 






 






 








Shares of Class A common stock outstanding (on an as-converted basis) (m)






 






 






87,394,107






 






 






 






93,946,583






 








Adjusted Net Income per share






 






$






0.19






 






 






$






0.24






 









Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income








For the Years Ended December 31, 2025 and 2024








(Unaudited)










 



 






 






Year Ended December 31,






 








($ in thousands)






 






2025






 






 






2024






 








Revenue






 






$






309,261






 






 






$






313,042






 








Operating expenses






 






 






 






 






 






 








Costs of services (exclusive of depreciation and amortization shown separately below)






 






$






77,243






 






 






$






71,636






 








Selling, general and administrative






 






 






142,006






 






 






 






145,466






 








Depreciation and amortization






 






 






102,046






 






 






 






103,710






 








Impairment loss






 






 






242,688






 






 






 






—






 








Total operating expenses






 






$






563,983






 






 






$






320,812






 








Loss from operations






 






$






(254,722






)






 






$






(7,770






)








Interest income






 






 






4,061






 






 






 






5,992






 








Interest expense






 






 






(13,947






)






 






 






(7,873






)








Gain on extinguishment of debt






 






 






1,374






 






 






 






13,136






 








Change in fair value of tax receivable liability






 






 






(13,507






)






 






 






(14,543






)








Other income (loss)






 






 






(216






)






 






 






138






 








Total other income (expense)






 






 






(22,235






)






 






 






(3,150






)








Loss before income tax benefit (expense)






 






 






(276,957






)






 






 






(10,920






)








Income tax benefit






 






 






5,869






 






 






 






575






 








Net loss






 






$






(271,088






)






 






$






(10,345






)








 






 






 






 






 






 






 








Add:






 






 






 






 






 






 








Amortization of acquisition-related intangibles (j)






 






 






78,299






 






 






 






77,144






 








Loss on business disposition (h)






 






 






—






 






 






 






—






 








Gain on extinguishment of debt (i)






 






 






(1,374






)






 






 






(13,136






)








Non-cash impairment loss (b)






 






 






242,688






 






 






 






—






 








Non-cash change in fair value of assets and liabilities (c)






 






 






13,507






 






 






 






14,543






 








Share-based compensation expense (d)






 






 






19,031






 






 






 






25,195






 








Transaction expenses (e)






 






 






1,712






 






 






 






2,325






 








Restructuring and other strategic initiative costs (f)






 






 






10,135






 






 






 






12,494






 








Other non-recurring charges (g)






 






 






7,915






 






 






 






4,718






 








Non-cash interest expense (k)






 






 






3,113






 






 






 






3,031






 








Pro forma taxes at effective rate (l)






 






 






(29,576






)






 






 






(28,151






)








Adjusted Net Income






 






$






74,362






 






 






$






87,818






 








 






 






 






 






 






 






 








Shares of Class A common stock outstanding (on an as-converted basis) (m)






 






 






90,862,104






 






 






 






95,678,128






 








Adjusted Net Income per share






 






$






0.82






 






 






$






0.92






 









Reconciliation of Operating Cash Flow to Free Cash Flow








For the Three Months and Years Ended December 31, 2025 and 2024








(Unaudited)













 



 






 






Three Months ended




December 31,






 






 






Year Ended




December 31,






 








($ in thousands)






 






2025






 






 






2024






 






 






2025






 






 






2024






 








Net cash provided by operating activities






 






$






23,317






 






 






$






34,252






 






 






$






91,112






 






 






$






150,090






 








Capital expenditures






 






 






 






 






 






 






 






 






 






 






 






 








Cash paid for property and equipment






 






 






(87






)






 






 






(207






)






 






 






(286






)






 






 






(989






)








Purchases of intangible assets






 






 






(200






)






 






 






—






 






 






 






(200






)






 






 






—






 








Capitalized software development costs






 






 






(9,251






)






 






 






(10,586






)






 






 






(41,497






)






 






 






(43,864






)








Total capital expenditures






 






 






(9,538






)






 






 






(10,793






)






 






 






(41,983






)






 






 






(44,853






)








Free cash flow






 






$






13,779






 






 






$






23,459






 






 






$






49,129






 






 






$






105,237






 








 






 






 






 






 






 






 






 






 






 






 






 






 








Free cash flow conversion






 






 






43






%






 






 






64






%






 






 






38






%






 






 






75






%









Quarterly Reconciliation of Operating Cash Flow to Free Cash Flow








(Unaudited)











 






Three Months ended






 








(in $ thousands)






 






March 31,




2025






 






 






June 30,




2025






 






 






September 30,




2025






 








Net cash provided by operating activities






 






$






2,503






 






 






$






33,065






 






 






$






32,227






 








Capital expenditures






 






 






 






 






 






 






 






 






 








Cash paid for property and equipment






 






 






(146






)






 






 






69






 






 






 






(122






)








Capitalized software development costs






 






 






(10,391






)






 






 






(10,534






)






 






 






(11,321






)








Total capital expenditures






 






 






(10,537






)






 






 






(10,465






)






 






 






(11,443






)








Free cash flow






 






$






(8,034






)






 






$






22,600






 






 






$






20,784






 








 






 






 






 






 






 






 






 






 






 








Free cash flow conversion






 






 






(24






%)






 






 






71






%






 






 






67






%









Reconciliation of Revenue Growth to Normalized Revenue Growth by Segment








For the Year-over-Year Change Between the Three Months Ended December 31, 2025 and 2024








(Unaudited)
















 



 






 






Consumer




Payments






 






 






Business




Payments






 






 






Total






 








Total Revenue growth






 






 






8






%






 






 






(17






%)






 






 






0






%








Less: Growth from contributions related to political media






 






 






—






 






 






 






(58






%)






 






 






(10






%)








Normalized revenue growth (n)






 






 






8






%






 






 






41






%






 






 






10






%









Reconciliation of Gross Profit Growth to Normalized Gross Profit Growth by Segment








For the Year-over-Year Change Between the Three Months Ended December 31, 2025 and 2024








(Unaudited)
















 



 






 






Consumer




Payments






 






 






Business




Payments






 






 






Total






 








Gross profit growth






 






 






6






%






 






 






(18






%)






 






 






(2






%)








Less: Growth from contributions related to political media






 






 






—






 






 






 






(91






%)






 






 






(11






%)








Normalized gross profit growth (o)






 






 






6






%






 






 






73






%






 






 






9






%









(a)






See footnote (j) for details on amortization and depreciation expenses.








(b)






For the three months and year ended December 31, 2025, reflects non-cash goodwill impairment loss primarily related to the Consumer Payments segment and non-cash impairment loss related to operating lease ROU assets.








(c)






Reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement.








(d)






Represents compensation expense associated with equity compensation plans.








(e)






Primarily consists of professional service fees incurred in connection with prior transactions.








(f)






Reflects costs associated with reorganization of operations, consulting fees related to processing services and other operational improvements, including restructuring and integration activities related to acquired businesses, that were not in the ordinary course.








(g)






For the three months and year ended December 31, 2025, reflects franchise taxes and other non-income based taxes, non-recurring legal and other litigation expenses and payments made to third-parties in connection with our IT security and personnel. For the three months and year ended December 31, 2024, reflects one-time processing settlements, franchise taxes and other non-income based taxes, non-recurring legal and other litigation expenses and payments made to third-parties in connection with our IT security and personnel.








(h)






Reflects the loss recognized related to the disposition of Blue Cow.








(i)






Reflects a gain on the repurchase of 2026 Notes principal, net of a write-off of debt issuance costs relating to the repurchased principal.








(j)






Reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the business combination with Thunder Bridge, and client relationships, non-compete agreement, and software intangibles acquired through REPAY's acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables and Payix. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. See additional information below for an analysis of amortization expenses:









 






 






Three months ended




December 31,






 






 






Year ended




December 31,






 








($ in thousands)






 






2025






 






 






2024






 






 






2025






 






 






2024






 








Acquisition-related intangibles






 






$






19,741






 






 






$






18,595






 






 






$






78,299






 






 






$






77,144






 








Software






 






 






5,639






 






 






 






5,249






 






 






 






22,588






 






 






 






24,826






 








Amortization






 






$






25,380






 






 






$






23,844






 






 






$






100,887






 






 






$






101,970






 








Depreciation






 






 






251






 






 






 






538






 






 






 






1,159






 






 






 






1,740






 








Total Depreciation and amortization (1)






 






$






25,631






 






 






$






24,382






 






 






$






102,046






 






 






$






103,710






 









 






 






Three Months ended






 








(in $ thousands)






 






March 31,




2025






 






 






June 30,




2025






 






 






September 30,




2025






 








Acquisition-related intangibles






 






$






19,329






 






 






$






19,506






 






 






$






19,723






 








Software






 






 






5,482






 






 






 






5,815






 






 






 






5,652






 








Amortization






 






$






24,811






 






 






$






25,321






 






 






$






25,375






 








Depreciation






 






 






483






 






 






 






160






 






 






 






265






 








Total Depreciation and amortization (1)






 






$






25,294






 






 






$






25,481






 






 






$






25,640






 









(1)






Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions (see corresponding adjustments in the reconciliation of net income to Adjusted Net Income presented above). Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although REPAY excludes amortization from acquisition-related intangibles from its non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Amortization of intangibles that relate to past acquisitions will recur in future periods until such intangibles have been fully amortized. Any future acquisitions may result in the amortization of additional intangibles.









(k)






Represents amortization of non-cash deferred debt issuance costs.








(l)






Represents pro forma income tax adjustment effect associated with items adjusted above.








(m)






Represents the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of outstanding Post-Merger Repay Units) for the three months and years ended December 31, 2025 and 2024. These numbers do not include any shares issuable upon conversion of the Company’s convertible senior notes. See the reconciliation of basic weighted average shares outstanding to the non-GAAP Class A common stock outstanding on an as-converted basis for each respective period below:









 






 






Three Months Ended




December 31,






 






Year Ended




December 31,








 






 






2025






 






2024






 






2025






 






2024








Weighted average shares of Class A common stock outstanding - basic






 






82,108,224






 






88,392,571






 






85,558,300






 






89,915,137








Add: Non-controlling interests






 






 






 






 






 






 






 






 








Weighted average Post-Merger Repay Units exchangeable for Class A common stock







5,285,883







5,554,012







5,303,804







5,762,991








Shares of Class A common stock outstanding (on an as-converted basis)






 






87,394,107






 






93,946,583






 






90,862,104






 






95,678,128









(n)






Represents year-over-year revenue growth that excludes incremental revenue attributable to political media spending in Q4 2024 associated with the 2024 election cycle in our media payments business.








(o)






Represents year-over-year gross profit growth that excludes incremental gross profit attributable to political media spending in Q4 2024 associated with the 2024 election cycle in our media payments business.







 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260309595185/en/
Investor Relations Contact for REPAY:

ir@repay.com


Media Relations Contact for REPAY:

Kristen Hoyman

(404) 637-1665

khoyman@repay.com


Original: REPAY Reports Fourth Quarter and Full Year 2025 Financial Results