Repay Holdings Corp 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share RPAY The Nasdaq Stock Mar
• $372 m — id by REPAY at closing is approximately $372 million, subject to customary purchase pr
• $18.6 million — to pay the Seller a termination fee of $18.6 million. In connection with the execution of
• $500 million — ity in an aggregate principal amount of $500 million and (b) a revolving credit facility in
• $100 million — ity in an aggregate principal amount of $100 million (collectively, the "Debt Financing"). T

Filing Documents

• rpay-20260330.htm (8-K) — 67KB
• rpay-ex2_1.htm (EX-2.1) — 1073KB
• rpay-ex99_1.htm (EX-99.1) — 40KB
• rpay-ex99_2.htm (EX-99.2) — 22KB
• rpay-ex99_2s1.jpg (GRAPHIC) — 306KB
• rpay-ex99_2s2.jpg (GRAPHIC) — 953KB
• rpay-ex99_2s3.jpg (GRAPHIC) — 478KB
• rpay-ex99_2s4.jpg (GRAPHIC) — 449KB
• rpay-ex99_2s5.jpg (GRAPHIC) — 397KB
• rpay-ex99_2s6.jpg (GRAPHIC) — 407KB
• rpay-ex99_2s7.jpg (GRAPHIC) — 383KB
• rpay-ex99_2s8.jpg (GRAPHIC) — 444KB
• rpay-ex99_2s9.jpg (GRAPHIC) — 371KB
• rpay-ex99_2s10.jpg (GRAPHIC) — 294KB
• rpay-ex99_2s11.jpg (GRAPHIC) — 269KB
• 0001193125-26-133296.txt ( ) — 8011KB
• rpay-20260330.xsd (EX-101.SCH) — 24KB
• rpay-20260330_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Stock Purchase Agreement to Acquire KUBRA 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"). Under the terms of the Purchase Agreement, the aggregate consideration to be paid by REPAY at closing is approximately $372 million, subject to customary purchase price adjustments. REPAY intends to finance the Acquisition through a combination of cash on hand and the Debt Financing (as defined below). The Purchase Agreement contains warranties, covenants and indemnities customary for acquisitions of this nature, as well as a customary post-closing adjustment provision relating to working capital and similar items. The closing of the Acquisition is subject to (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1975, as amended, (ii) the receipt of certain other required regulatory approvals and clearances, and (iii) the satisfaction or waiver of certain other customary closing conditions as set forth in the Purchase Agreement. The Acquisition is expected to close in the second quarter of 2026. The Purchase Agreement contains customary termination rights for both the Company and the Seller, including by mutual consent, for uncured material breaches by the other party, if the closing has not occurred by September 30, 2026, or if the Acquisition becomes permanently enjoined or prohibited by a final, non-appealable governmental order. The Purc

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On March 30, 2026, the Company issued a press release announcing that it had signed the Purchase Agreement to acquire KUBRA. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01. In addition, the Company will be providing supplemental information regarding the Acquisition and KUBRA in a presentation that will be made available on the investor relations section of REPAY's website. A copy of the presentation is attached hereto as Exhibit 99.2 and is hereby incorporated by reference into this Item 7.01. As provided in General Instruction B.2 of Form 8-K, the information and exhibits contained in this Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K 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: the expected timing for completion of the Acquisition, expected strengthening of REPAY's product offering, future market, growth and synergy opportunities, payment volume, and the level of KUBRA's expected growth and financial contributions. 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 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 Acquisition, including expected synergies; the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the Purchase Agreement; the failure to satisfy any of the conditions to the consummation of

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 # Stock Purchase Agreement, dated March 30, 2026, by and between Repay Holdings Corporation, Hearst KUBRA Holdings, Inc., KUBRA Holdings, Inc., and KUBRA Data Transfer Ltd. 99.1 Press release issued March 30, 2026 by Repay Holdings Corporation. 99.2 Investor Presentation, dated March 2026. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) # Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The descriptions of the omitted schedules and exhibits are contained within the relevant agreement. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Repay Holdings Corporation Date: March 31, 2026 By: /s/ Tyler B. Dempsey Tyler B. Dempsey General Counsel and Corporate Secretary

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