Repay Holdings adopts stockholder rights plan with 12.5% trigger due to rapid stock accumulation

Repay Holdings Corp

Trigger at 12.5% beneficial ownership; rights exercisable 10 days after announcement of acquiring person.
Each right allows purchase of 1/1000th share of Series A Junior Participating Preferred for $17.00.
Rights expire April 13, 2027; board may redeem at $0.001 per right before distribution date.
Qualifying offer provision: 20% stockholders can demand special meeting to vote on exempting a qualifying offer.
Dividend of one right per share payable April 24, 2026 to holders of record as of that date.

item 1.01 item 3.03 item 5.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.95

Repay Holdings Corp issued preferred stock.

Security: preferred stock

Exact text from the filing

On April 13, 2026, the Board of Directors (the “Board”) of Repay Holdings Corporation (the “Company”) declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of Class A common stock

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Repay Holdings Corp: Adopted Certificate of Designation for Series A Junior Participating Preferred Stock in connection with stockholder rights plan (effective 2026-04-14).

Change: charter amendment
Effective: 2026-04-14

Exact text from the filing

In connection with the adoption of the Rights Agreement, the Company has adopted a Certificate of Designation of Series A Junior Participating Preferred Stock (the “Certificate of Designation”). The Certificate of Designation was filed with the Secretary of State of the State of Delaware on April 14, 2026.

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Repay Holdings Corp filing history →

Source: SEC EDGAR

accession 0001193125-26-153953

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