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Repay Holdings Corporation (REPAY) filed an amended report to add full financial statements for its June 1, 2026 acquisition of KUBRA Holdings, Inc. and KUBRA Data Transfer Ltd., and to present unaudited pro forma results combining the two businesses. REPAY paid $354.1 million in cash for KUBRA, funded with cash on hand and a new $500 million term loan facility, of which about $360.6 million of new long‑term debt is reflected in the pro forma balance sheet.
KUBRA generated $246.6 million of revenue and $10.8 million of net income in 2025, with cash from operations of $33.6 million. For the three months ended March 31, 2026, KUBRA reported revenue of $65.1 million and net income of $1.9 million. Its 2025 total assets were $363.6 million, including significant goodwill and intangible assets. The pro forma statements show how REPAY’s revenue, expenses, interest costs, taxes, and goodwill would have looked had the acquisition been effective from the start of 2025, using acquisition‑method accounting under ASC 805.
American Century Investment Management, Inc., American Century Companies, Inc., and Stowers Institute for Medical Research report beneficial ownership of Repay Holdings Corporation Class A common stock. They collectively report beneficial ownership of 6,121,018 shares, representing 6.8% of the outstanding Class A common stock.
The group reports sole voting power over 5,842,360 shares and sole dispositive power over 6,121,018 shares, with no shared voting or dispositive power. Various investment company clients and institutional accounts advised by American Century Investment Management, Inc. hold economic interests in these shares, with no single client owning more than 5% of the class.
AQR Capital Management, LLC and its parent AQR Capital Management Holdings, LLC report updated passive ownership of Repay Holdings Corp Class A Common Stock on an amended Schedule 13G. They report beneficial ownership of 4,499,761 shares of Class A Common Stock, including Convertible Notes representing 768 shares, representing 5.02% of the class as of June 30, 2026.
Both entities report no sole voting or dispositive power. They report shared voting power over 4,377,681 shares and shared dispositive power over 4,499,761 shares. AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC, and the filing is made on behalf of both.
Repay Holdings Corporation reported higher revenue of $100.7 million for the quarter ended June 30, 2026, up from $75.6 million a year earlier, driven in part by contributions from the recently acquired KUBRA business. For the first six months of 2026, revenue was $181.5 million versus $153.0 million in 2025.
The company still generated a net loss attributable to the company of $11.0 million for the quarter and $20.9 million year-to-date, though these results are significantly better than the prior-year periods that included a large impairment charge. Operating cash flow improved to $57.1 million for the first half of 2026.
Repay completed the KUBRA Acquisition, paying approximately $354.1 million funded with cash and a new $500.0 million Term Loan Facility. This increased total borrowings to $787.5 million and total assets to $1.61 billion, with goodwill rising to $652.1 million. KUBRA contributed $20.8 million of revenue and $2.9 million of net income in June 2026. The company also adopted a stockholder rights plan with a 12.5% ownership trigger and expanded its equity incentive plan, leading to $9.8 million in share-based compensation expense in the first half.
Repay Holdings Corporation reported strong top-line growth for the quarter ended June 30, 2026, driven by the newly acquired KUBRA business. Revenue rose 33% year-over-year to $100.7 million, with Consumer Payments revenue up 33% and Business Payments up 32%. Organic revenue growth was 6% overall, including 4% in Consumer Payments and 32% in Business Payments, or 19% on a normalized basis excluding political media contributions.
Adjusted EBITDA increased to $36.3 million, up 14% from a year ago, while the company still recorded a GAAP net loss of $11.5 million. Cash generation was strong: operating cash flow was $40.2 million and free cash flow was $27.4 million, representing 75% free cash flow conversion. KUBRA contributed about $21 million of June revenue and is expected to add $150–154 million of 2026 revenue and $27.5–30 million of Adjusted EBITDA.
REPAY reiterated its full-year 2026 outlook, guiding to $490–500 million of revenue, $168.5–176 million of Adjusted EBITDA, 30% free cash flow conversion and 35% Adjusted free cash flow conversion, and targets net leverage below 3x within 18 months. Long-term debt increased to $748.1 million following the KUBRA financing.
Sadek Zachary F reported acquisition or exercise transactions in this Form 4 filing.
Repay Holdings Corp director Zachary F. Sadek received a grant of 42,500 restricted stock units tied to Class A Common Stock. The units vest on the earlier of the one-year anniversary of the grant or the next annual stockholder meeting at least 50 weeks after grant. Shares underlying these units will be issued after he ceases to be a director and are granted for the benefit of PCP Managers II, L.P., to whom he is obligated to transfer any shares received.
Repay Holdings Corp director Zachary F. Sadek reports his status as an insider without any reportable securities holdings or transactions in this record. Remarks direct readers to Exhibit 24 for a related Power of Attorney establishing authority to act in connection with these disclosures.
Repay Holdings Corporation has an updated Schedule 13D amendment from BT Parent GP, LLC and Beckham Aggregator, L.P., which report beneficial ownership of 8,907,540 shares of Class A common stock, representing 9.38% of the class based on 89,672,978 shares outstanding and 5,285,883 shares issuable upon unit conversions as of April 29, 2026.
Beckham Aggregator, L.P. directly holds the shares, while BT Parent GP, LLC may be deemed a beneficial owner as its general partner, with beneficial ownership otherwise disclaimed. A July 13, 2026 Cooperation Agreement with Repay increases the board from six to seven directors and appoints Zach F. Sadek to the new seat through the 2027 annual meeting, with standstill and confidentiality obligations lasting until 30 days after his board departure or the first day following that meeting. The reporting persons state they have not traded Repay Class A stock in the past 60 days.
Repay Holdings Corporation entered into a Cooperation Agreement with PCP Managers II, L.P., an affiliate of one of its largest stockholders, and expanded its Board of Directors from six to seven members. Under this agreement, Zachary F. Sadek, a Senior Partner at Parthenon Capital Partners, was appointed to the board effective July 13, 2026, with an initial term expiring at the 2027 annual meeting of stockholders.
The company agreed to nominate Mr. Sadek for election at the 2027 annual meeting, and the agreement includes customary standstill and confidentiality obligations lasting until 30 days after his board departure or the first day following the 2027 meeting, whichever is earlier. The board determined that Mr. Sadek qualifies as an independent director under Nasdaq standards. Following his appointment, the board comprises seven directors, six of whom are independent.
Forager Fund and affiliated investors, who beneficially own 11,106,648 shares, have submitted a non-binding cash proposal to acquire all remaining Repay Holdings Corp Class A shares at $5.25 per share. The group currently represents 12.4% of the company’s common stock.
The ownership percentage is based on 89,672,978 shares outstanding as of April 29, 2026, as reported in Repay’s Form 10-Q for the quarter ended March 31, 2026. The filing stresses that the proposal is subject to Board approval and numerous conditions, and there is no assurance a definitive agreement or closing will occur.