secwatch / observer

Repay Holdings Corp — fact timeline

Source-grounded facts extracted from Repay Holdings Corp's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

RPAY Repay Holdings Corp JSON
Debt Financings

Repay Holdings Corp amended credit facility with Truist Bank maturing June 1, 2032.

“the Amendment modifies the maturity provisions applicable to the term loan facility, including reducing the stated maturity of the term loan facility by one year, from June 1, 2033 to June 1, 2032”
Material Agreements

Repay Holdings Corp entered into First Amendment to Credit Agreement with Truist Bank, as administrative agent valued at The Amendment does not change the aggregate commitments under the credit facilities or the interest (effective 2026-06-12).

“On June 12, 2026, Hawk Parent Holdings LLC (the “Borrower”), a subsidiary of Repay Holdings Corporation (the “Company”), entered into the First Amendment to Credit Agreement (the “Amendment”) to the Credit Agreement, dated as of June 1, 2026 (the “Credit Agreement”), among the Borrower, the Company, the guarantors party thereto, the lenders party thereto and Truist Bank, as administrative agent. The Amendment was entered into in connection with the post-closing syndication of the credit facilities established under the Credit Agreement. The Amendment does not change the aggregate commitments under the credit facilities or the interest rate margins applicable thereto. Among other changes, the Amendment modifies the maturity provisions applicable to the term loan facility, including reducing the stated maturity of the term loan facility by one year, from June 1, 2033 to June 1, 2032, and revising certain provisions relating to the springing maturity applicable to the Company’s 2.875% Con”
Shareholder Votes

Repay Holdings Corp shareholders approved Ratification of the Audit Committee’s Appointment of Grant Thornton, LLP as the Independent Registered Public Accountant at the 2026-12-31 meeting.

“Proposal 4: Ratification of the Audit Committee’s Appointment of Grant Thornton, LLP as the Independent Registered Public Accountant. Shares Voted For Shares Voted Against Abstained 84,658,413 445,177 36,354 As a result, the Company’s stockholders ratified the selection of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.”
Shareholder Votes

Repay Holdings Corp shareholders approved Approval of an Amendment and Restatement of the Omnibus Incentive Plan.

“Proposal 3: Approval of an Amendment and Restatement of the Omnibus Incentive Plan. Shares Voted For Shares Voted Against Abstained Broker Non-Votes 46,757,481 23,566,539 8,926,930 5,888,994 As a result, the Company’s stockholders approved the Third Amended and Restated Omnibus Incentive Plan.”
Shareholder Votes

Repay Holdings Corp shareholders approved Advisory Vote on Executive Compensation.

“Proposal 2: Advisory Vote on Executive Compensation. Shares Voted For Shares Voted Against Abstained Broker Non-Votes 36,772,506 32,764,335 9,714,109 5,888,994 As a result, the Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.”
Shareholder Votes

Repay Holdings Corp shareholders approved Election of Directors for Terms Expiring at the 2027 Annual Meeting of Stockholders.

“Proposal 1: Election of Directors for Terms Expiring at the 2027 Annual Meeting of Stockholders. Shares Voted For Shares Withheld Broker Non-Votes Paul R. Garcia 50,647,150 28,603,800 5,888,994 Maryann Goebel 50,731,863 28,519,087 5,888,994 Peter J. Kight 50,193,176 29,057,774 5,888,994 John Morris 50,732,737 28,518,213 5,888,994 Emnet Rios 50,747,059 28,503,891 5,888,994 Richard E. Thornburgh 50,195,764 29,055,186 5,888,994 As a result, each nominee was elected to serve as a director for a term expiring at the 2027 annual meeting of stockholders.”
M&A Transactions

Repay Holdings Corp completed an acquisition involving KUBRA Holdings, Inc. and KUBRA Data Transfer Ltd. (collectively, KUBRA) for aggregate cash purchase price for the Acquisition was approximately $372 million (closed 2026-06-01).

“KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described”
Debt Financings

Repay Holdings Corp incurred revolving credit of $100.0 million with Truist Bank at term SOFR-based rate plus an applicable margin maturing the earlier of (a) the fifth anniversary of the Closing Date, (b) the date that is 182 days prior to the maturity date of the Company’s 2.875% Convertible Senio.

“The Credit Agreement provides for (i) a senior secured first lien term loan facility in an aggregate principal amount of $500.0 million (the “Term Loan Facility”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $100.0 million (the “Revolving Credit Facility”)”
Debt Financings

Repay Holdings Corp incurred credit facility of $500.0 million with Truist Bank at term SOFR-based rate plus an applicable margin maturing the earlier of (a) the seventh anniversary of the Closing Date and (b) the date that is 91 days prior to the maturity date of the Company’s 2.875% Convertible S.

“The Credit Agreement provides for (i) a senior secured first lien term loan facility in an aggregate principal amount of $500.0 million (the “Term Loan Facility”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $100.0 million”
Material Agreements

Repay Holdings Corp entered into Credit Agreement with Truist Bank, as administrative agent valued at $500.0 million (effective 2026-06-01).

“On June 1, 2026 (the “Closing Date”), Repay Holdings Corporation (the “Company” or “REPAY”), its wholly owned subsidiary, Hawk Parent Holdings LLC, a Delaware limited liability company (the “Borrower”) and certain subsidiaries of the Company party thereto, as guarantors, entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions party thereto, as lenders, and Truist Bank, as administrative agent.”
Earnings Releases

Repay Holdings Corp reported first quarter ended March 31, 2026 results: revenue $80.8, net income $(10.0). Guidance reaffirmed.

“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 )”
Earnings Releases

Repay Holdings Corp reported full year 2026 results: revenue $340 - 346 million. Guidance raised.

“related to the pending KUBRA acquisition. REPAY is now expecting the following financial results for full year 2026: Initial FY2026 Outlook Updated FY2026 Outlook Revenue $340 - 346 million $340 - 346 million Adjusted EBITDA $136.5 - 141.5 million $141 - 146 million Free Cash Flow Conversion 45% 45% The Company will release its full financial results”
Earnings Releases

Repay Holdings Corp reported the quarter ended March 31, 2026 results: revenue $80.5 million to $81.0 million.

“and raised its full year 2026 Adjusted EBITDA outlook. The preliminary financial results for the three months ended March 31, 2026 are as follows: • Revenue is expected to be $80.5 million to $81.0 million, representing approximately 4% growth year-over-year. • Consumer Payments revenue growth of approximately 4% year-over-year. • Business Payments revenue growth”
Equity Issuances

Repay Holdings Corp issued preferred stock.

“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”
Governance Changes

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

“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.”
Material Agreements

Repay Holdings Corp entered into Purchase Agreement with Hearst KUBRA Holdings, Inc. valued at approximately $372 million (effective 2026-03-30).

“On March 30, 2026, Repay Holdings Corporation (“REPAY” or the “Company”) entered into a Stock Purchase Agreement, dated as of March 30, 2026 (as amended or supplemented from time to time, the “Purchase Agreement”), with Hearst KUBRA Holdings, Inc., a Delaware corporation (“Seller”), KUBRA Holdings, Inc., a Delaware corporation (“Kubra US”) and KUBRA Data Transfer Ltd., an Ontario corporation (“Kubra Canada” and together with Kubra US, “KUBRA”), pursuant to which REPAY will acquire all of the issued and outstanding capital stock of KUBRA (the “Acquisition”).”
Debt Financings

Repay Holdings Corp incurred credit facility of $500 million with Truist Bank and Truist Securities, Inc..

“In connection with the execution of the Purchase Agreement, the Company has delivered to the Seller a debt commitment letter (the “Debt Commitment Letter”) executed with Truist Bank and Truist Securities, Inc. (together, the “Commitment Parties”), pursuant to which the Commitment Parties have committed, subject to the terms and conditions contained therein, to provide the Company with (a) a term loan facility in an aggregate principal amount of $500 million and (b) a revolving credit facility in an aggregate principal amount of $100 million (collectively, the “Debt Financing”).”
Earnings Releases

Repay Holdings Corp reported financial results for quarter and year ended December 31, 2025.

“On March 9, 2026, Repay Holdings Corporation (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter and year ended December 31, 2025.”

Thomas E. Sullivan was appointed as Interim Chief Financial Officer at Repay Holdings Corp.

“In the interim, Thomas E. Sullivan has been appointed to serve as the Company’s Interim Chief Financial Officer, effective upon Mr. Murphy’s departure.”

Timothy J. Murphy resigned as Chief Financial Officer at Repay Holdings Corp.

“On April 21, 2025, Timothy J. Murphy notified Repay Holdings Corporation (the “Company”) of his decision to resign as Chief Financial Officer of the Company, effective May 15, 2025.”
Earnings Releases

Repay Holdings Corp updated its first quarter ended March 31, 2024 guidance (reaffirmed).

“On May 9, 2024, Repay Holdings Corporation (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter ended March 31, 2024.”
Earnings Releases

Repay Holdings Corp reported the quarter and year ended December 31, 2023 results: revenue 76.0.

“($ in millions) Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 YoY Change Card payment volume $ 6,611.8 $ 6,591.3 $ 6,254.4 $ 6,401.3 $ 6,421.0 (3%) Revenue 72.7 74.5 71.8 74.3 76.0 5% Gross profit (1) 57.8 56.6 54.9 56.7 58.7 2% Net loss (2) (8.2 ) (27.9 ) (5.3 ) (6.5 ) (77.7 ) - Adjusted EBITDA (3) 36.0 31.2 30.3 31.9 33.5 (7%) (1) Gross profit represents”
Earnings Releases

Repay Holdings Corp updated its third quarter ended September 30, 2023 guidance (raised).

“On November 9, 2023, Repay Holdings Corporation (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter ended September 30, 2023.”
Earnings Releases

Repay Holdings Corp reported the quarter ended June 30, 2023 results: revenue 71.8, net income (5.3). Guidance raised.

“REPAY Reports Second Quarter 2023 Financial Results Q2 2023 Gross Profit Growth of 8% and Organic Gross Profit Growth of 12% Year-over-Year Raising Full Year 2023 Revenue and Gross Profit Outlook ATLANTA, August 9, 2023 -- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of vertically-integrated payment solutions, today reported financial results for its second quarter ended June 30, 2023. Second Quarter 2023 Financial Highlights (in $ millions) Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 YoY Change Card payment volume $ 6,196.3 $ 6,416.8 $ 6,611.8 $ 6,581.4 $ 6,253.7 1% Revenue 67.4 71.6 72.7 74.5 71.8 6% Gross profit (1) 50.7 54.9 57.8 56.6 54.9 8% Net income (loss) (1.4 ) 5.4 (8.2 ) (27.9 ) (5.3 ) - Adjusted EBITDA (2) 27.6 31.7 36.0 31.2 30.3 10% Adjusted Net Income (2) 16.6 22.8 21.8 19.2 18.8 13% (1) Gross profit represents revenue less costs of services. (2) Adjusted EBITDA and Adjusted Net Income are”
Shareholder Votes

Repay Holdings Corp shareholders approved Ratification of the Audit Committee’s appointment of Grant Thornton, LLP as the Independent Registered Public Accountant at the 2023-06-14 meeting.

“Proposal 3: Ratification of the Audit Committee’s appointment of Grant Thornton, LLP as the Independent Registered Public Accountant. Shares Voted For Shares Voted Against Abstained 85,079,126 2,673,419 12,219”
Shareholder Votes

Repay Holdings Corp shareholders approved Advisory Vote on Executive Compensation at the 2023-06-14 meeting.

“Proposal 2: Advisory Vote on Executive Compensation. Shares Voted For Shares Voted Against Abstained Broker Non-Votes 72,888,650 399,242 84,394 14,392,478”
Shareholder Votes

Repay Holdings Corp shareholders approved Election of Class I and Class III Directors for Terms Expiring at the 2024 Annual Meeting of Stockholders at the 2023-06-14 meeting.

“Proposal 1: Election of Class I and Class III Directors for Terms Expiring at the 2024 Annual Meeting of Stockholders. Shares Voted For Shares Withheld Broker Non-Votes Shaler Alias 70,405,411 2,966,876 14,392,477 Richard E. Thornburgh 71,375,352 1,996,935 14,392,477 Paul R. Garcia 71,834,948 1,537,338 14,392,478 William Jacobs 71,147,609 2,224,678 14,392,477 Peter J. Kight 66,811,171 6,561,115 14,392,478 John Morris 71,876,619 1,495,667 14,392,478”
Earnings Releases

Repay Holdings Corp reported quarter ended March 31, 2023 results: revenue 74.5, net income -27.9. Guidance reaffirmed.

“Highlights (in $ millions) Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 YoY Change Card payment volume $ 6,414.0 $ 6,196.3 $ 6,416.8 $ 6,611.8 $ 6,581.4 3% Revenue 67.6 67.4 71.6 72.7 74.5 10% Gross profit (1) 51.0 50.7 54.9 57.8 56.6 11% Net income (loss) 12.9 (1.4 ) 5.4 (8.2 ) (27.9 ) - Adjusted EBITDA (2) 29.3 27.6 31.7 36.0 31.2 6% Adjusted Net Income (2) 18.6”
Earnings Releases

Repay Holdings Corp reported financial results for the quarter and year ended December 31, 2022.

“On March 1, 2023, Repay Holdings Corporation (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter and year ended December 31, 2022.”
Governance Changes

Repay Holdings Corp: Repay Holdings Corporation amended and restated its Bylaws to update procedural requirements for director nominations under Rule 14a-19 and stockholder list availability under DGCL Section 219, along with technical revisions (effective 2023-02-23).

“On February 23, 2023, the board of directors of Repay Holdings Corporation (the “Company”) approved an amendment and restatement of the Company’s Bylaws (as so amended, the “Amended and Restated Bylaws”) to (i) update certain procedural requirements relating to director nominations by stockholders in light of the adoption and effectiveness of Rule 14a-19 promulgated under the Securities and Exchange Act of 1934 (“Rule 14a-9”), (ii) update certain procedural requirements relating to the availability of a stockholder list during stockholder meetings in light of the adoption and effectiveness of the amendment to Section 219 of the Delaware General Corporation Law (the “DGCL”), and (iii) make technical and conforming revisions and clarifications.”
Earnings Releases

Repay Holdings Corp updated its the fiscal year ended December 31, 2022 guidance (reaffirmed).

“REPAY reaffirms its guidance previously provided with third quarter 2022 results.”
Debt Financings

Repay Holdings Corp amended revolving credit with Truist Bank, as administrative agent at replaced LIBOR with SOFR.

“The Amendment amends the Amended Credit Agreement to replace the interest rate benchmark, from London Interbank Offered Rate (“LIBOR”) to Secured Overnight Financing Rate (“SOFR”) and other ministerial changes.”
Material Agreements

Repay Holdings Corp amended Third Amendment with Truist Bank, as administrative agent (effective 2023-02-09).

“On February 9, 2023, Repay Holdings Corporation (the “Company”) and certain of its subsidiaries entered into a Third Amendment (the “Amendment”) to the Amended and Restated Revolving Credit Agreement (the “Amended Credit Agreement”), dated as of February 3, 2021, by and among the Company, certain subsidiaries of the Company, financial institutions parties thereto as lenders, and Truist Bank, as administrative agent.”
Earnings Releases

Repay Holdings Corp updated its the quarter ended September 30, 2022 guidance (reaffirmed).

“On November 9, 2022, Repay Holdings Corporation (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter ended September 30, 2022.”

Emnet Rios was appointed as director at Repay Holdings Corp.

“On December 6, 2021, the Board of Directors (the “Board”) of Repay Holdings Corporation (the “Company”) appointed Emnet Rios as a director of the Company, effective January 1, 2022.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.