REPAY Issues Statement on Veradace Partners’ Letter and Reiterates Commitment to KUBRA Acquisition

Key Terms

definitive purchase agreement regulatory

A definitive purchase agreement is the final, legally binding contract that sets out the exact terms of a sale of a company, business unit, or significant assets, including the price, what is being sold, and the steps both sides must take to close the deal. For investors it matters because it replaces preliminary talks with concrete obligations and timelines, clarifying risks, expected cash flows, and whether the proposed transaction is likely to be completed — like signing the final deed after negotiating the offer.

committed debt financing financial

A legally binding promise from one or more lenders to provide a specific loan or line of credit under agreed terms, available at closing and typically subject only to routine conditions. For investors, committed debt financing matters because it reduces the risk that a company won’t have the cash needed for a planned acquisition, expansion, or operations—think of it like a firm reservation at a bank that guarantees funds will be there when required.

regulatory approvals regulatory

Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.

capital allocation framework financial

A capital allocation framework is a set of guiding principles that a company uses to decide how to distribute its financial resources among various needs, such as investing in growth, paying dividends, or reducing debt. It helps ensure that the company's money is used efficiently to create value over time. For investors, understanding this framework offers insight into how a company plans to grow and manage its finances sustainably.

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No Shareholder Action is Required at this Time

ATLANTA--(BUSINESS WIRE)-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of integrated payment processing solutions, today issued the following statement in response to the letter by Veradace Partners:

REPAY’s Board of Directors and management team acknowledge receipt of a letter from Veradace Partners regarding governance requests and our recently announced agreement to acquire KUBRA.

The KUBRA acquisition will enhance REPAY’s scale in bill payments, strengthen its position in highly reoccurring, non-discretionary payment flows, and expand relationships with enterprise clients. The Board evaluated the transaction within the Company’s broader growth strategies and capital allocation framework, including prior share repurchases and ongoing balance sheet discipline. The Board is committed to the KUBRA acquisition and its potential to create long-term value for REPAY.

The Company has engaged constructively with Veradace over an extended period, has carefully considered their perspectives alongside input from other shareholders and remains focused on acting in the best interests of REPAY and all shareholders.

The KUBRA acquisition is governed by a definitive purchase agreement and supported by committed debt financing, and remains subject to required regulatory approvals and other customary closing conditions. As previously disclosed, no action is required from shareholders at this time.

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 anticipated benefits from the KUBRA acquisition and 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 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260413029440/en/

Investor Relations
ir@repay.com

Media Contact: Phil Denning and Devin Broda, ICR
Phil.Denning@icrinc.com / Devin.Broda@icrinc.com

Source: Repay Holdings Corporation