PAR Technology (PAR) prices $265M 4.00% 2031 convertible notes and refinances debt

Rhea-AI Filing Summary

PAR Technology Corporation completed a private Offering of $265 million aggregate principal amount of 4.00% Convertible Senior Notes due 2031. The Notes are senior unsecured obligations, maturing on March 15, 2031, with interest paid semiannually each March 15 and September 15.

The Notes are convertible into PAR common stock at an initial rate of 52.5762 shares per $1,000 principal amount, equivalent to a conversion price of $19.02 per share, a 20.0% premium to the March 12, 2026 NYSE closing price. Conversion is allowed under specified stock-price and trading conditions before December 15, 2030, and at any time thereafter until maturity. PAR can redeem the Notes for cash on or after March 20, 2029, if its share price meets a 130% conversion-price threshold.

PAR received approximately $256.8 million of net proceeds and used about $207.5 million to repurchase $212 million principal amount of its 1.50% Convertible Senior Notes due 2027 and about $33.1 million to repurchase approximately 2.1 million shares of common stock at $15.85 per share. Remaining proceeds are earmarked for general corporate purposes and potential acquisitions. The company also rescheduled its 2026 Annual Meeting of Shareholders to May 29, 2026.

Insights

Capital structure and credit analyst

PAR refinances 2027 converts with a larger 2031 issue and adds a buyback.

PAR Technology issued $265 million of 4.00% Convertible Senior Notes due 2031, replacing $212 million of 1.50% 2027 notes and funding a $33.1 million share repurchase. Net proceeds were about $256.8 million, with the balance earmarked for general corporate purposes and potential acquisitions.

The new notes introduce higher cash interest but extend maturity and embed equity optionality via a conversion price of $19.02 per share, a 20.0% premium to the March 12, 2026 close. Optional redemption from March 20, 2029, plus Fundamental Change put rights, frame future refinancing and equity-dilution pathways.

The structure includes customary covenants, cross-default linkage to other debt above $30,000,000, and detailed events of default. An election to pay additional interest as a sole remedy for certain reporting breaches for up to 365 days offers flexibility but underscores the importance of ongoing compliance disclosures in future filings.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 17, 2026

PAR Technology Corporation

(Exact name of registrant as specified in its charter)

Delaware			1-09720			16-1434688
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991

(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code: (315) 738-0600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock			PAR			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

                             Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On March 17, 2026, PAR Technology Corporation (“PAR” or the “Company”) completed a private offering (the “Offering”) of $265 million aggregate principal amount of 4.00% Convertible Senior Notes due 2031 (the “Notes”), which amount includes $15 million aggregate principal amount of Notes issued pursuant to the initial purchasers’ exercise of their option to purchase additional Notes. The Notes were issued pursuant to an indenture, dated March 17, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.

The Notes are general unsecured, senior obligations of the Company and will mature on March 15, 2031, unless earlier converted, redeemed, or repurchased. The Notes will bear interest at a rate of 4.00% per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding December 15, 2030 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock, par value $0.02 per share (the “Common Stock”), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “Measurement Period”) in which the Trading Price (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of Common Stock and the conversion rate for the Notes on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events as set forth in the Indenture. On or after December 15, 2030, until the close of business on the business day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes in integral multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture.

The conversion rate for the Notes will initially be 52.5762 shares of Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of $19.02 per share of Common Stock. The initial conversion price of the Notes represents a conversion premium of 20.0% above the last reported sale price of the Common Stock on the New York Stock Exchange on March 12, 2026. The conversion rate for the Notes is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest, in accordance with the terms of the Indenture. In addition, following certain corporate events that occur prior to the maturity date of the Notes or if the Company delivers a notice of redemption in respect of the Notes, the Company will, under certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called) for redemption during the related Redemption Period (as defined in the Indenture), as the case may be.

The Company may not redeem the Notes prior to March 20, 2029. The Company may redeem for cash all or any portion of the Notes (subject to the partial redemption limitation described below), at its option, on or after March 20, 2029, if the last reported sale price of the Common Stock has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company redeems less than all the outstanding Notes, at least $75.0 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of the date of the relevant notice of redemption. No sinking fund is provided for the Notes.

If the Company undergoes a Fundamental Change (as defined in the Indenture), then holders may require, subject to certain conditions and limited exceptions as described in the Indenture, the Company to repurchase for cash all or any portion of their Notes at a Fundamental Change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the Fundamental Change repurchase date.

The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable. The following events are considered “events of default” under the Indenture:

•default in any payment of interest on any Note when due and payable, and the default continues for a period of 30 days;

•default in the payment of principal of any Note when due and payable at its stated maturity, upon optional redemption, upon any required repurchase, upon declaration of acceleration or otherwise;

•failure by the Company to comply with its obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s conversion right, and such failure continues for three business days;

•failure by the Company to give (i) a fundamental change notice or notice of a make-whole fundamental change, and such failure continues for four business days or (ii) notice of certain specified corporate events, and such failure continues for one business day;

•failure by the Company to comply with its obligations in respect of any consolidation, merger or sale of assets;

•failure by the Company to comply with any of the other agreements in the Indenture for 60 days after receipt of written notice of such failure from the trustee or the holders of at least 25% in principal amount of the Notes then outstanding;

•default by the Company or any of its Significant Subsidiaries (as defined in the Indenture) with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed with a principal amount in excess of $30,000,000 (or its foreign currency equivalent), in the aggregate of the Company and/or any of the Company’s Significant Subsidiaries, whether such indebtedness now exists or shall hereafter be created, (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constituting a failure to pay the principal of any such debt when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 30 days after written notice to the Company by the trustee or to the Company and the trustee by holders of at least 25% in aggregate principal amount of the Notes then outstanding in accordance with the Indenture; and

•certain events of bankruptcy, insolvency or reorganization of the Company or any of the Company’s Significant Subsidiaries.

If certain bankruptcy and insolvency-related events of default occur, the principal of, and accrued and unpaid interest, if any, on, all of the then outstanding Notes shall automatically become due and payable. If an event of default with respect to the Notes, other than certain bankruptcy and insolvency-related events of default, occurs and is continuing, the trustee, by written notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by written notice to the Company and the trustee, may, and the trustee at the written request of such holders shall, declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company so elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the first 365 days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the Notes.

The Indenture provides that the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its subsidiaries,

taken as a whole, to, another person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect wholly owned subsidiaries), unless: (i) the resulting, surviving or transferee person (if not the Company) is a “Qualified Successor Entity” (as defined in the Indenture) (such Qualified Successor Entity, the “successor entity”) organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such successor entity (if not the Company) expressly assumes, by supplemental indenture, all of the Company’s obligations under the Notes and the Indenture; and (ii) immediately after giving effect to such transaction, no default or event of default has occurred and is continuing under the Indenture.

A copy of the Indenture is attached hereto as Exhibit 4.1 (including the form of the Notes attached hereto as Exhibit 4.2) and is incorporated herein by reference (and this description is qualified in its entirety by reference to such document).

Proceeds

PAR received approximately $256.8 million of net proceeds from the issuance and sale of the Notes, after deducting the initial purchasers’ discounts and commissions and offering expenses payable by the Company. The Company used a portion of the net proceeds from the Offering (i) to repurchase $212 million aggregate principal amount of the Company’s 1.50% Convertible Senior Notes due 2027, using approximately $207.5 million of the net proceeds and (ii) to repurchase approximately 2.1 million shares of Common Stock, using approximately $33.1 million of the net proceeds. The Company intends to use the remaining proceeds from the Offering for general corporate purposes. The Company may also use a portion of the proceeds to acquire or invest in companies, products, or technologies complementary to its business.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 above is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information in Item 1.01 above is incorporated by reference herein.

The Notes were offered and sold pursuant to exemptions from registration requirements afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 144A under the Securities Act.

To the extent that any shares of Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Common Stock. Initially, a maximum of 16,719,221 shares of Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 63.0914 shares of Common Stock per $1,000 principal amount of Notes. The conversion rate is subject to customary anti-dilution adjustment provisions.

No Offer or Solicitation

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any offer, solicitation or sale of any securities in any state in which such offer, solicitation or sale would be unlawful. The Notes have not been, nor will be, registered under the Securities Act, or applicable state securities laws, and the Notes may not be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

Item 8.01 Other Events.

The Offering Press Releases

On March 12, 2026, PAR issued a press release announcing the Offering. On March 13, 2026, PAR issued a press release announcing the pricing of the Notes.  Copies of these press releases are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

The Share Repurchase

Pursuant to the Company’s previously announced share repurchase program, the Company used approximately $33.1 million of the net proceeds of the Offering to repurchase approximately 2.1 million shares of its common stock in privately negotiated transactions with or through one or more affiliates of the initial purchasers at a price of $15.85 per share, which is equal to the closing price per share of common stock on March 12, 2026.

2026 Annual Meeting of Shareholders

The Company has rescheduled its 2026 Annual Meeting of Shareholders for Friday, May 29, 2026. Additional information regarding the Company's 2026 Annual Meeting of Shareholders will be disclosed in the Company's Proxy Statement to be filed with the Securities and Exchange Commission.

Caution Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, Section 27A of the Securities Act, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical in nature, but rather are predictive of the Company’s future operations, financial condition, financial results, business strategies and prospects. Forward-looking statements are generally identified by words such as “believe,” “continue,” “could,” “expect,” “intend,” “may,” “should,” “will,” and similar expressions. Forward-looking statements are based on management’s current expectations and assumptions that are subject to a variety of risks and uncertainties, many of which are beyond  the Company’s control, which could cause  the Company’s actual results to differ materially from those expressed in or implied by forward-looking statements, including statements regarding the Notes and the intended use of proceeds from the sale of the Notes. Risks and uncertainties that could cause or contribute to such differences include risks related to the fact that the Company’s management will have broad discretion in the use of the proceeds from the sale of the Notes, as well as, but not exclusively, the risks and uncertainties discussed in  the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and its other filings with the Securities and Exchange Commission. Forward-looking statements contained in this press release are based solely on the information known to the Company’s management and speak only as of the date of this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as may be required under applicable securities law.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.						Exhibit Description
4.1						Indenture, dated as of March 17, 2026, between PAR Technology Corporation, as Issuer, and U.S. Bank Trust Company, National Association, as Trustee
4.2						Form of Global Note (included in Exhibit 4.1)
99.1						Press Release, dated March 12, 2026
99.2						Press Release, dated March 13, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

						PAR TECHNOLOGY CORPORATION
						(Registrant)
Date:			March 17, 2026			/s/ Bryan A. Menar
						Bryan A. Menar
						Chief Financial Officer
						(Principal Financial Officer)

Exhibit 99.1

FOR RELEASE: CONTACT:  New Hartford, NY, March 12, 2026 Christopher R. Byrnes (315) 743-8376 chris_byrnes@partech.com, www.partech.com

PAR TECHNOLOGY CORPORATION ANNOUNCES PROPOSED OFFERING OF $225.0 MILLION OF CONVERTIBLE SENIOR NOTES

New Hartford, NY – March 12, 2026 -- PAR Technology Corporation (NYSE: PAR) (“PAR” or the “Company”) announced today its intention to offer $225.0 million aggregate principal amount of Convertible Senior Notes due 2031 (the “Notes”) in a private offering (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), subject to market conditions and other factors. The Company also expects to grant to the initial purchaser of the Notes an option to purchase, during a 13-day period beginning on, and including, the first date on which the Notes are issued, up to an additional $25.0 million aggregate principal amount of Notes.

The Notes will be general unsecured obligations of the Company with interest payable semiannually. Upon conversion, the Notes may be settled, at the Company’s election, in cash, shares of the Company’s common stock (the “common stock”), or a combination of cash and shares of the common stock. The interest rate, conversion rate and other terms of the notes are to be determined upon pricing of the offering.

The Notes will not be redeemable at the Company’s option prior to March 20, 2029. The Notes will be convertible at the option of the holders, at any time prior to the close of business on the business day immediately preceding March 20, 2029 only under certain circumstances and during certain periods and, on or after March 20, 2029, at any time until the close of business on the business day immediately preceding the maturity date. The Company may redeem for cash, all or any portion of the Notes (subject to certain limitations on partial redemptions), at its option, on or after March 20, 2029, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period). The final terms of the Notes, including the interest rate, initial conversion rate, the aggregate principal amount and certain other terms, will depend on market conditions at the time of pricing and will be determined by negotiations between the Company and the initial purchaser.

The Company intends to use the net proceeds from the Offering (i) to repurchase a portion of the Company’s 1.50% Convertible Senior Notes due 2027 (the “2027 Notes”), plus accrued interest, (ii) to repurchase shares of common stock as described below, and (iii) for general corporate purposes. The Company may also use a portion of the proceeds to acquire or invest in companies, products, or technologies complementary to its business.

To the extent that the Company repurchases any 2027 Notes, the Company expects that holders that sell their 2027 Notes to the Company may enter into or unwind various derivatives with respect to the Company’s common stock and/or purchase shares of the Company’s common stock concurrently with or shortly after the pricing of the notes. The Company also expects that holders of the 2027 Notes may employ a convertible arbitrage strategy with respect to the 2027 Notes and have a short position with respect to the Company’s common stock that they would close out through purchases of the Company’s common stock and/or the unwinding of various derivatives with respect to the Company’s common stock, as the case may be, in connection with the Company’s repurchase of any 2027 Notes. This activity could increase (or reduce the size of any decrease in) the market price of the Company’s common stock, which may also affect the trading price of the notes at that time and could result in a higher effective

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conversion price for the notes. The initial conversion price for the notes will be determined based on the last reported sale price of the Company’s common stock per share on the New York Stock Exchange on the day of pricing of the offering. PAR cannot predict the magnitude of such market activity or the overall effect it will have on the price of the notes or PAR’s common stock. This press release is not an offer to repurchase the 2027 Notes.

Concurrently with the pricing of the Offering, PAR expects to repurchase up to $40 million of shares of common stock from purchasers of Notes in privately negotiated transactions effected with or through an affiliate of the initial purchaser, and PAR expects the purchase price per share of common stock repurchased in such transactions to equal the closing price per share of common stock on the date of the pricing of the Offering. Additionally, in connection with the pricing of the Offering, PAR has been advised that J. Wood Capital Advisors LLC (“JWCA”), PAR’s financial advisor with respect to the Offering, intends to purchase up to $10 million of shares of common stock concurrently with the Offering in privately negotiated transactions effected with or through an affiliate of the initial purchaser (the “JWCA Purchase”), which PAR expects to be at a discount to the closing price on the date of the pricing of the Offering. The repurchases and the JWCA Purchase could increase, or prevent a decrease in, the market price of the common stock or the Notes.

The Notes will only be offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Notes and any shares of the common stock issuable upon conversion of the Notes, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements. This announcement is neither an offer to sell nor a solicitation of an offer to buy these securities, nor will there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

About PAR Technology Corporation.

PAR Technology Corporation (NYSE: PAR) is a leading foodservice technology provider, powering a unified, purpose-built platform engineered to scale and adapt with brands at every stage of growth. Designed with flexibility and openness at its core, PAR’s solutions—spanning point-of-sale, digital ordering, loyalty, back-office, payments, and hardware—integrate with others, yet deliver maximum impact as a unified system. With intentional innovation at the forefront, PAR’s solutions streamline operations, drive higher engagement, and strengthen guest experiences for restaurants and retailers globally.

Forward-Looking Statements.

This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, Section 27A of the Securities Act of 1933, as amended, and the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are not historical in nature, but rather are predictive of PAR’s future operations, financial condition, financial results, business strategies and prospects.  Forward-looking statements are generally identified by words such as “believe,” “continue,” “could,” “expect,” “intend,” “may,” “should,” “will,” and similar expressions.  Forward-looking statements are based on management’s current expectations and assumptions that are subject to a variety of risks and uncertainties, many of which are beyond PAR’s control, which could cause PAR’s actual results to differ materially from those expressed in or implied by forward-looking statements, including statements regarding the intention to offer the Notes, the intended use of proceeds from the Offering (including the amount, terms, and timing of the proposed repurchase of the 2027 Notes, the repurchase of common stock and the JWCA Purchase), and the expected terms of the Offering. Risks and uncertainties that could cause or contribute to such differences include risks related to: whether the Company will consummate the Offering of the Notes on the expected terms, or at all; the potential impact of market and other general economic conditions; whether the Company will be able to satisfy the conditions required to close any sale of the Notes; the intended use of the proceeds of the Offering; and the fact that the Company’s management will have broad discretion in the use of the proceeds from any sale of the Notes; as well as, but not exclusively, the risks

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and uncertainties discussed in PAR’s Annual Report on Form 10-K for the year ended December 31, 2025 and its other filings with the Securities and Exchange Commission.  Forward-looking statements contained in this press release are based solely on the information known to PAR’s management and speak only as of the date of this press release. PAR undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as may be required under applicable securities law.

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Exhibit 99.2

FOR RELEASE: CONTACT:  New Hartford, NY, March 13, 2026 Christopher R. Byrnes (315) 743-8376 chris_byrnes@partech.com, www.partech.com

PAR TECHNOLOGY CORPORATION ANNOUNCES PRICING OF $250.0 MILLION OF CONVERTIBLE SENIOR NOTES

New Hartford, NY – March 13, 2026 -- PAR Technology Corporation (NYSE: PAR) (“PAR” or the “Company”) announced today that it priced a private offering (the “Offering”) of $250.0 million aggregate principal amount of 4.00% Convertible Senior Notes due 2031 (the “Notes”). The Notes will be sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also granted to the initial purchasers of the Notes an option to purchase, during a 13-day period beginning on, and including, the first date on which the Notes are issued, up to an additional $15.0 million aggregate principal amount of Notes. The sale is expected to close on March 17, 2026, subject to satisfaction of the conditions to closing.

The Notes will be general unsecured obligations of the Company.  The Notes will mature on March 15, 2031, unless earlier converted, redeemed or repurchased.  Interest will accrue on the Notes at a rate of 4.00% per year and will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026.

The Notes will be convertible at the option of the holders, at any time prior to the close of business on the business day immediately preceding December 15, 2030 only under certain circumstances and during certain periods and, on or after December 15, 2030, at any time until the close of business on the business day immediately preceding the maturity date.  Upon conversion, the Notes may be settled, at the Company’s election, in cash, shares of the Company’s common stock (the “common stock”), or a combination of cash and shares of the common stock.  The initial conversion rate for the Notes will be 52.5762 shares of the common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of $19.02 per share of the common stock, which represents a conversion premium of 20.0% above the last reported sale price of the common stock on the New York Stock Exchange on March 12, 2026).  In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption in respect of the Notes, the Company will, under certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event or convert its notes called (or deemed called) for redemption during the related redemption period, as the case may be.

The Notes will not be redeemable at the Company’s option prior to March 20, 2029.  The Company may redeem for cash all or any portion of the Notes (subject to certain limitations on partial redemptions), at its option, on or after March 20, 2029, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period).

The Company estimates that the net proceeds from the Offering will be approximately $242.3 million (or approximately $256.8 million if the initial purchasers exercise their option to purchase additional Notes in full), after deducting the initial purchasers’ discounts and commissions and offering expenses payable by the Company.  The Company intends to use the net proceeds from the Offering (i) approximately $207.5 million to repurchase a portion of the Company’s 1.50% Convertible Senior Notes due 2027 (the “2027 Notes”); (ii) approximately $33.1 million to repurchase approximately 2.09 million shares of common stock as described below; and (iii) the remainder for

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general corporate purposes. The Company may also use a portion of the proceeds to acquire or invest in companies, products, or technologies complementary to its business.

To the extent that the Company repurchases any 2027 Notes, the Company expects that holders that sell their 2027 Notes to the Company may enter into or unwind various derivatives with respect to the Company’s common stock and/or purchase shares of the Company’s common stock concurrently with or shortly after the pricing of the notes. The Company also expects that holders of the 2027 Notes may employ a convertible arbitrage strategy with respect to the 2027 Notes and have a short position with respect to the Company’s common stock that they would close out through purchases of the Company’s common stock and/or the unwinding of various derivatives with respect to the Company’s common stock, as the case may be, in connection with the Company’s repurchase of any 2027 Notes. This activity could increase (or reduce the size of any decrease in) the market price of the Company’s common stock, which may also affect the trading price of the Notes at that time and could result in a higher effective conversion price for the Notes. The initial conversion price for the Notes will be determined based on the last reported sale price of the Company’s common stock per share on the New York Stock Exchange on the day of pricing of the offering. PAR cannot predict the magnitude of such market activity or the overall effect it will have on the price of the Notes or PAR’s common stock. This press release is not an offer to repurchase the 2027 Notes.

Concurrently with the pricing of the offering, PAR has agreed to repurchase approximately 2.09 million shares of common stock from purchasers of Notes in privately negotiated transactions effected with or through one or more affiliates of the initial purchasers, at a purchase price per share equal to the last reported sale price of $15.85 per share of the common stock on March 12, 2026. These repurchases could increase, or prevent a decrease in, the market price of the common stock or the Notes, which could result in a higher effective conversion price for the Notes. Additionally, in connection with the pricing of the Offering, PAR has been advised that J. Wood Capital Advisors LLC (“JWCA”), PAR’s financial advisor with respect to the Offering, intends to purchase up to $10 million of shares of common stock concurrently with the Offering in privately negotiated transactions effected with or through one or more affiliates of the initial purchasers (the “JWCA Purchase”), which PAR expects to be at a discount to the closing price on the date of the pricing of the Offering. The repurchases and the JWCA Purchase could increase, or prevent a decrease in, the market price of the common stock or the Notes.

The Notes will only be offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Notes and any shares of the common stock issuable upon conversion of the Notes, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements. This announcement is neither an offer to sell nor a solicitation of an offer to buy securities, nor will there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

About PAR Technology Corporation.

PAR Technology Corporation (NYSE: PAR) is a leading foodservice technology provider, powering a unified, purpose-built platform engineered to scale and adapt with brands at every stage of growth. Designed with flexibility and openness at its core, PAR’s solutions—spanning point-of-sale, digital ordering, loyalty, back-office, payments, and hardware—integrate with others, yet deliver maximum impact as a unified system. With intentional innovation at the forefront, PAR’s solutions streamline operations, drive higher engagement, and strengthen guest experiences for restaurants and retailers globally.

Forward-Looking Statements.

This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, Section 27A of the Securities Act of 1933, as amended, and the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are not historical in nature, but rather

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are predictive of PAR’s future operations, financial condition, financial results, business strategies and prospects.  Forward-looking statements are generally identified by words such as “believe,” “continue,” “could,” “expect,” “intend,” “may,” “should,” “will,” and similar expressions.  Forward-looking statements are based on management’s current expectations and assumptions that are subject to a variety of risks and uncertainties, many of which are beyond PAR’s control, which could cause PAR’s actual results to differ materially from those expressed in or implied by forward-looking statements, including statements regarding the intended use of proceeds from the Offering (including the amount, terms, and timing of the proposed repurchase of the 2027 Notes, the repurchase of common stock and the JWCA Purchase). Risks and uncertainties that could cause or contribute to such differences include risks related to: whether the Company will consummate the Offering of the Notes on the expected terms, or at all; the potential impact of market and other general economic conditions; whether the Company will be able to satisfy the conditions required to close any sale of the Notes; the intended use of the proceeds of the Offering; and the fact that the Company’s management will have broad discretion in the use of the proceeds from any sale of the Notes; as well as, but not exclusively, the risks and uncertainties discussed in PAR’s Annual Report on Form 10-K for the year ended December 31, 2025 and its other filings with the Securities and Exchange Commission.  Forward-looking statements contained in this press release are based solely on the information known to PAR’s management and speak only as of the date of this press release.  PAR undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as may be required under applicable securities law.

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FAQ

What did PAR (PAR) announce regarding its new convertible notes?

PAR completed a private Offering of $265 million 4.00% Convertible Senior Notes due 2031. The notes are senior unsecured obligations, pay semiannual interest, and can be converted into common stock under defined price and trading conditions, giving investors both debt and potential equity exposure.

How will PAR (PAR) use the proceeds from the 2031 convertible notes?

PAR received about $256.8 million of net proceeds from the notes. It used roughly $207.5 million to repurchase $212 million of 1.50% Convertible Senior Notes due 2027, about $33.1 million to buy back 2.1 million shares, and reserved the remainder for general corporate purposes.

What are the key conversion terms of PAR’s 4.00% Convertible Senior Notes?

The notes initially convert at 52.5762 shares of common stock per $1,000 principal amount. This equals a conversion price of $19.02 per share, a 20.0% premium to PAR’s March 12, 2026 NYSE closing price, with the rate subject to customary anti-dilution adjustments.

When can PAR (PAR) redeem the 2031 convertible notes, and at what price?

PAR may redeem all or part of the notes for cash on or after March 20, 2029. Redemption requires the stock price to be at least 130% of the conversion price for a specified trading period, at 100% of principal plus accrued interest.

How many shares could be issued if PAR’s new notes are fully converted?

Based on the initial maximum conversion rate, up to 16,719,221 shares of common stock may be issued upon conversion of the notes. This figure reflects the stated maximum rate of 63.0914 shares per $1,000 principal amount, subject to adjustment provisions.

What share repurchase did PAR (PAR) execute in connection with the Offering?

PAR used about $33.1 million of proceeds to repurchase approximately 2.1 million shares of common stock. These privately negotiated transactions were executed at $15.85 per share, matching the common stock’s closing price on March 12, 2026, under its existing repurchase program.

When will PAR’s 2026 Annual Meeting of Shareholders be held?

PAR has rescheduled its 2026 Annual Meeting of Shareholders to Friday, May 29, 2026. Additional details, including agenda and voting information, will be provided in the company’s forthcoming Proxy Statement that will be filed with the Securities and Exchange Commission.

Filing Exhibits & Attachments

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Press Releases

• EX-99.1 EX-99.1 16.1 KB
• EX-99.2 EX-99.2 17.8 KB

Other Documents

• EX-4.1 EX-4.1 782.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 23.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB