REPAY (NASDAQ: RPAY) plans $372M KUBRA deal funded with new debt
Rhea-AI Filing Summary
Repay Holdings Corporation agreed to acquire KUBRA for approximately $372 million in an all-cash deal, funded by cash on hand and committed debt financing. Truist has provided a $500 million term loan commitment and a $100 million undrawn revolving credit facility.
KUBRA is a bill payment and customer communications platform serving more than 250 clients and reaching over 40% of households in the U.S. and Canada. On a combined basis, 2025 Revenue is projected at about $548 million and Adjusted EBITDA at about $178 million, excluding synergies.
REPAY expects at least $15 million of annual run-rate cost synergies and about $5 million of technology savings by 2028, plus roughly $5 million in revenue opportunities. Net leverage is expected to be around 4.0x at closing, with a goal of below 3.0x within 18 months. Closing is targeted for the second quarter of 2026, subject to antitrust and other regulatory approvals. The stock purchase agreement includes an $18.6 million termination fee payable to the seller if REPAY fails to close in certain circumstances.
Positive
- Transformative scale and diversification: Adding KUBRA’s approximately $239 million of revenue lifts combined 2025 Revenue to about $548 million and Adjusted EBITDA to about $178 million, broadening REPAY into large, recurring bill-payment verticals like utilities and government.
- Defined value-creation plan: Management targets at least $15+ million of annual run-rate cost synergies, about $5+ million of technology savings, and roughly $5+ million of revenue opportunities by 2028, supporting an expected 25% Free Cash Flow accretion profile.
Negative
- Higher leverage from debt-funded deal: The all-cash $372 million purchase, backed by a $500 million term loan, is expected to leave net leverage around 4.0x at closing, increasing balance-sheet risk until deleveraging below 3.0x is achieved.
- Financing and closing risk: The agreement includes an $18.6 million termination fee if REPAY fails to close in certain circumstances, and completion depends on obtaining required regulatory approvals and satisfying customary conditions.
Insights
Transformative, debt-funded acquisition that boosts scale but raises leverage near term.
The KUBRA purchase brings about $239 million of revenue and $49 million of Adjusted EBITDA into REPAY’s platform, driving combined 2025 figures to roughly $548 million of Revenue and $178 million of Adjusted EBITDA, excluding synergies. Strategically, it deepens exposure to resilient, recurring bill-payment verticals like utilities and government.
Financing relies heavily on new borrowings: a $500 million term loan plus a $100 million revolver support an all-cash purchase price of about $372 million. Management guides to net leverage of roughly 4.0x at close, with a plan to reduce it below 3.0x within 18 months, so execution on deleveraging will be important for balance-sheet strength.
Management highlights value creation from at least $15 million in run-rate cost synergies and around $5 million in technology savings by 2028, plus about $5 million in revenue opportunities as the combined business cross-sells bill presentment, communications and payment capabilities. These benefits, alongside expected 25% Free Cash Flow accretion by 2028, underpin the economic rationale if integration and regulatory approvals proceed as outlined.
8-K Event Classification
Key Figures
Key Terms
Stock Purchase Agreement financial
Hart-Scott-Rodino Antitrust Improvements Act regulatory
Adjusted EBITDA financial
Free Cash Flow accretion financial
net leverage financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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.
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 Purchase Agreement also provides that the Seller may terminate in certain circumstances where the Company fails to consummate the closing when required, including as a result of a failure to obtain the Debt Financing. Upon such termination, the Company will be required to pay the Seller a termination fee of $18.6 million.
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”). The proceeds of the Debt Financing are intended to fund, in part, the purchase price payable in the Acquisition, on the terms and subject to the conditions set forth therein. The Purchase Agreement does not include a financing contingency. The funding of the Debt Financing is contingent upon the satisfaction or waiver of certain customary conditions set forth in the Debt Commitment Letter, including, without limitation, the execution and delivery of definitive documentation consistent with the Debt Commitment Letter.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
The Purchase Agreement has been included solely to provide stockholders with information regarding its terms. It is not intended to provide any other information about REPAY, KUBRA or the Seller or their respective subsidiaries and affiliates. The Purchase Agreement contains representations and warranties by each of REPAY and the Seller. These representations and warranties were made solely for the benefit of the other parties to the Purchase Agreement and solely within the specific context of the Purchase Agreement and (i) may have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts, (ii) may have been qualified in the Purchase Agreement by confidential disclosure schedules that were delivered to the other parties in connection with the signing of the Purchase Agreement, which disclosure schedules may contain information that modifies, qualifies, and creates exceptions to the representations, warranties, and covenants set forth in the Purchase Agreement, (iii) may be subject to a contractual standard of materiality applicable to the parties that differs from what a stockholder may view as material and (iv) may have been made only as of the date of the Purchase Agreement or as of another date or dates as may be specified in the Purchase Agreement, and information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures, if at all. Accordingly, stockholders should not rely upon representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of REPAY, KUBRA or the Seller or their respective subsidiaries and affiliates.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K concerning the Debt Financing is hereby incorporated by reference into this Item 2.03.
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
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 the Acquisition, including the receipt of certain governmental or regulatory approvals; the risk that the financing necessary to consummate the Acquisition may not be obtained, may be delayed, or may be available only on less favorable terms than anticipated; that the announcement of the 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 Current Report on Form 8-K. 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. Pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Description |
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2.1# |
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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. |
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Press release issued March 30, 2026 by Repay Holdings Corporation. |
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Investor Presentation, dated March 2026. |
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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. |
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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.
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Repay Holdings Corporation |
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March 31, 2026 |
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/s/ Tyler B. Dempsey |
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Tyler B. Dempsey |
REPAY Announces Agreement to Acquire KUBRA
Combination creates a Scaled Consumer Bill Payment Provider
REPAY to host conference call tomorrow at 8:00 AM ET
ATLANTA--(BUSINESS WIRE)— March 30, 2026-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of integrated payment processing solutions, today announced a definitive agreement to acquire Kubra Data Transfer LTD. (“KUBRA”) for approximately $372 million. The acquisition will be financed with a combination of cash on hand and debt financing.
KUBRA is a leading provider of bill payment and customer communication management solutions serving some of the largest utility and government entities, touching over 40% of households in the US and Canada. KUBRA offers an embedded technology platform comprising six core solutions across multiple verticals. Their highly reoccurring business model serves over 250 clients today with a deeply integrated offering to ERP providers across their core verticals.
The transaction strengthens two complementary, vertical-leading businesses combining REPAY’s extensive payment expertise and technology platform with KUBRA’s attractive verticals, partnerships, and go-to-market approach. On a combined basis, the Company will have significant scale across diverse growth markets enabling over $130 billion in annual payment volumes.
“Today’s announcement advances REPAY on our transformational journey to become a leading bill payment provider. The combination brings together highly complementary go-to-market approaches, creating robust opportunities to enhance growth, while also deepening client experiences and driving operational and financial efficiencies,” said John Morris, Co-Founder and Chief Executive Officer of REPAY.
“We are excited to enter KUBRA’s next phase by joining REPAY and creating a scaled payments platform,” said Rick Watkin, President and Chief Executive Officer of KUBRA. “REPAY will enhance value for our clients, while helping to further pursue growth opportunities in our end markets. I am thrilled about the opportunities this transaction provides for KUBRA and our team.”
Compelling Strategic Rationale with Strong Value Creation Opportunities
1 Combined 2025 financial metrics are based on reported REPAY plus KUBRA Revenue of approximately $239 million and Adjusted EBITDA of approximately $49 million. Adjusted EBITDA is a non-GAAP measure. See “Non-GAAP Financial Measures” herein for additional information.
Transaction Details
REPAY will acquire KUBRA in an all-cash transaction for approximately $372 million, which is subject to customary purchase price adjustments. The transaction will be funded with cash on hand and debt financing. In connection with the transaction, REPAY has received a debt commitment letter from Truist Bank for a $500 million term loan, along with a $100 million undrawn revolving credit facility. At closing, REPAY expects net leverage3 of approximately 4.0x on a post-transaction basis and expects to reduce net leverage to below 3.0x within 18 months.
Timing and Approvals
The transaction is subject to regulatory approvals in the U.S. and Canada and certain customary closing conditions. REPAY expects the transaction to close in the second quarter of 2026.
Advisors
Truist Securities, Inc. served as exclusive financial advisor to REPAY and Truist Bank is providing committed financing to support the acquisition. Troutman Pepper Locke LLP served as legal advisor to REPAY. Financial Technology Partners served as exclusive financial advisor to KUBRA. Clifford Chance US LLP and the Hearst Office of General Counsel served as legal advisors to KUBRA and Hearst Corporation.
Conference Call
REPAY will host a conference call to discuss the acquisition on Tuesday March 31, 2026 at 8:00 am ET. The call will be webcast live from REPAY’s investor relations website at https://investors.repay.com/investor-relations. The conference call can also be accessed live over the phone by dialing (877) 407-3982, or for international callers (201) 493-6780. A replay will be available one hour after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13759307. The replay will be available at https://investors.repay.com/investor-relations.
Non-GAAP Financial Measures
This report includes certain non-GAAP financial measures that management uses to evaluate the Company’s operating business, measure performance, and make strategic decisions, including Adjusted EBITDA, Free Cash Flow accretion and net leverage, as well as certain forward-looking projections that are not reconcilable with GAAP measures due to their inherent uncertainty. Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures. Net leverage is a non-GAAP financial measure calculated by dividing total debt (less cash and cash equivalents) divided by Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as gain on
2 Free Cash Flow accretion is a non-GAAP measure. See “Non-GAAP Financial Measures” herein for additional information.
3 Net leverage at close includes transaction-related adjustments and synergies. Net leverage is a non-GAAP financial measure. See “Non-GAAP Financial Measures” herein for additional information.
extinguishment of debt, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs, gain on extinguishment of debt and other non-recurring charges. REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures to the most directly comparable GAAP financial measure because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading. REPAY believes that Adjusted EBITDA, Free Cash Flow accretion and net leverage provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, net cash provided by operating activities, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled as the same or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider REPAY’s non-GAAP financial measures alongside other financial performance measures, including net income, net cash provided by operating activities and REPAY’s other financial results presented in accordance with GAAP.
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 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: anticipated benefits from, and the expected timing for completion of, the KUBRA acquisition, expected strengthening of REPAY’s product offering, future market, growth and synergy opportunities, payment volume, net leverage and Free Cash Flow estimates, and the level of KUBRA’s expected growth and financial contributions, including revenue and Adjusted EBITDA. 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. Combined, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
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.
About KUBRA
KUBRA, founded in 1992 and headquartered in Mississauga, Ontario, is an industry-leading provider of customer experience management solutions to some of the largest utility, government, and insurance entities in North America. KUBRA’s platform offering includes billing and payments, alerts and preference management, artificial intelligence solutions, mobile apps, and utility mapping solutions. KUBRA reaches over 40% of households in the United States and Canada, providing performance-driven value to more than 250 clients and their customers.
Contacts
Investor Relations for REPAY:
ir@repay.com
Media Relations for REPAY:
Kristen Hoyman
khoyman@repay.com
Source: Repay Holdings Corporation
KUBRA Acquisition Overview Exhibit 99.2 March 2026
Disclaimer Repay Holdings Corporation (“REPAY” or the “Company”) is required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”) Such filings, which you may obtain for free at the SEC’s website at http://www.sec.gov, discuss some of the important risk factors that may affect REPAY’s business, results of operations and financial condition. Forward-Looking Statements This presentation 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: anticipated benefits from, and the expected timing for completion of, the KUBRA acquisition, expected strengthening of REPAY’s product offering, future market, growth and synergy opportunities, payment volume, net leverage and Free Cash Flow estimates, and the level of KUBRA’s expected growth and financial contributions, including revenue and Adjusted EBITDA. 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. combined, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Industry and Market Data The information contained herein also includes information provided by third parties, such as market research firms. Neither of REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, guarantee the accuracy, completeness, timeliness or availability of any information. Neither REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, are responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. Neither REPAY nor its affiliates give any express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. Non-GAAP Financial Measures This presentation includes certain non-GAAP financial measures that management uses to evaluate the Company’s operating business, measure performance, and make strategic decisions, including Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow accretion and net leverage, as well as certain forward-looking projections that are not reconcilable with GAAP measures due to their inherent uncertainty. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as gain on extinguishment of debt, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs, gain on extinguishment of debt and other non-recurring charges. Adjusted EBITDA margin is a non-GAAP financial measure that represents Adjusted EBITDA divided by GAAP revenue. Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures. Net leverage is a non-GAAP financial measure calculated by dividing total debt (less cash and cash equivalents) divided by Adjusted EBITDA. REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures to the most directly comparable GAAP financial measure because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading. REPAY believes that Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow accretion and net leverage provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, net cash provided by operating activities, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled as the same or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider REPAY’s non-GAAP financial measures alongside other financial performance measures, including net income, net cash provided by operating activities and REPAY’s other financial results presented in accordance with GAAP.
Transaction Rationale Diversified bill payment and communication platform focused on the utility and government verticals Attractive product offering within non-discretionary categories and recurring billing cycles Deeply entrenched with highly reoccurring revenue streams Leading Provider in Resilient Verticals KUBRA provides access to $2.75tn addressable market(1) with high barriers to entry in biller-direct segments Complementary two-pronged GTM approach to accelerate vertical expansion Enhances partners & integrations with diversified distribution channels TAM Expansion Scaled platform with combined(2) Revenue & Adj. EBITDA(3) of ~$548mm & ~$178mm Attractive growth profile with reoccurring payments flows Strong combined Adj. Free Cash Flow Increased Scale Enhances operations with significant expense & tech synergies realized through platform migration and shared services Compelling revenue opportunities across entire client base to offer a comprehensive end-to-end digital bill pay platform Compelling Synergies Transaction expected to be Free Cash Flow accretive(4) by 25% in 2028 Net leverage(5) target of < 3.0x within 18 months of acquisition closing Financial Strength Acquisition of KUBRA expected to accelerate REPAY’s strategic evolution into a scaled embedded payments platform Third-party research and management estimates as of 3/30/2026 Combined financials based on 2025 excluding synergies. Combined is calculated using REPAY reported plus KUBRA Revenue of approximately $239 million and Adjusted EBITDA of approximately $49 million Adjusted EBITDA is a non-GAAP measure. See slide 1 under "Non-GAAP Financial Measures” Free Cash Flow accretion is a non-GAAP measure. See slide 1 under “Non-GAAP Financial Measures” Net leverage is a non-GAAP measure. See slide 1 under "Non-GAAP Financial Measures”
Transaction Summary Transaction Structure REPAY will acquire KUBRA for a purchase price of approximately $372 million Committed financing of $500 million term loan and $100 million undrawn revolving credit facility Net Leverage of approximately 4.0x at close(1); with expectations of returning below 3.0x within 18 months of close Timing Anticipated closing during Q2 2026, subject to required regulatory approvals and other customary closing conditions Net Leverage at close includes transaction-related adjustments and synergies. Net Leverage is a non-GAAP financial measure. See slide 1 under "Non-GAAP Financial Measures" Combined financials based on 2025 excluding synergies. Combined is calculated using REPAY reported plus KUBRA Revenue of approximately $239 million and Adjusted EBITDA of approximately $49 million Free Cash Flow accretion is a non-GAAP measure. See slide 1 under “Non-GAAP Financial Measures” Financial & Operational Highlights Brings significant scale to REPAY’s payment platform with combined 2025(2) Revenue and Adjusted EBITDA of ~$548 million and ~$178 million, respectively Meaningful expansion into new and adjacent verticals, while enhancing product offering and strategic partnerships Expect realizable run-rate expense synergies of $15+ million plus expected platform integration savings of $5+ million by 2028 Expected to be Free Cash Flow accretive(3) by 25% in 2028 KUBRA verticals to be led by industry veteran Rick Watkin, current KUBRA President and CEO, and will report directly into REPAY’s CEO
KUBRA Overview Leading bill payment and customer communications platform serving enterprise clients across North America Vertical Expertise Company & Financial Highlights(1) HQ in Mississauga, Canada with regional hubs in the U.S. for communication services & operational support 10+ year average customer tenure with top clients ~$239mm Revenue ~$49mm Adj. EBITDA ~40% of Households in U.S. and Canada 250+ Clients Diversified Product Offering Financial and business metrics as of and for the year ended December 31, 2025 INSURANCE GOVERNMENT HEALTHCARE AUTO FINANCE OTHER ADJACENT VERTICALS UTILITIES Product offering consists of an embedded technology platform serving all verticals Billing & Payment Alerts & Preference Management Business Intelligence & Insights Mapping & Communication Services
KUBRA Operates in Attractive End Markets Note: Market analysis based on third party research and management estimates as of 3/30/2026 Utilities vertical is the core foundation with adjacent verticals multiplying the opportunity >$2.75 Trillion Total Addressable Market Electric, gas, and water utility providers in the U.S., including telecom and cable ~$700Bn TAM Utilities Mid-Single Digit Market CAGR Government Healthcare Insurance Adjacent Verticals State & local agencies and municipalities ~$900Bn Hospitals, systems, & payers managing billing, care notices, and compliance ~$420Bn Expansion opportunity with municipality owned utilities Providers of billing, statements, & policy communications ~$530Bn Waste Management, Education, & other adjacent verticals >$200Bn Regulated markets with existing relationship overlap Regulatory tailwind towards increased communications Highly regulated communication with demand for billing transparency
KUBRA’s Proven Growth Framework Increase digital payment share of existing client base Execute on vertical GTM strategy to drive new wins across >$2.75Tn TAM(1) Leverage capabilities to expand presence in new & adjacent verticals Expand Usage & Increase Adoption Vertical Expansion New Client Wins in Existing Verticals Embedded Growth in Existing Verticals with Additional Upside Opportunity One platform offering six core solutions, which ~45%(1) of client base use more than one solution Product Development Strategic Partnerships Unlocking new partnerships and expanding distribution channels Scalable tech platform to drive flexibility, optimize pricing, and efficient payment routing Capture Operational Efficiencies 30+ years of experience in the Utilities vertical and industry expertise in regulated markets including government, healthcare, and insurance Third-party research and management estimates as of 3/30/2026
Value Creation Opportunity Transaction is expected to be Free Cash Flow accretive(1) by 25% in 2028 Revenue Opportunities Expense Synergies Capex Savings Increase penetration into all verticals with a comprehensive end-to-end digital bill pay platform; including bill presentment, communications, payment engine, and core processing Expand KUBRA’s communication services to existing REPAY clients across Consumer Payment verticals Note: REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures to the most directly comparable GAAP financial measure because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading Free Cash Flow accretion is a non-GAAP financial measure. See slide 1 under "Non-GAAP Financial Measures" Estimated run-rate synergies by 2028 Streamline redundant operations, while automating functions to integrate into REPAY’s business model Platform migration leading to identified platform support, maintenance, and related infrastructure cost savings Scale efficiencies with payment processing improvements Platform rationalization and reduction in product investments Optimize tech platforms $5+ million Estimated Run-Rate Savings(2) $15+ million $5+ million
Acquisition Enhances REPAY’s Scale through Vertical Expansion 2025 COMBINED REVENUE(1) ~$548mm ~$178mm ~32% MARGIN(1) 2025 COMBINED ADJ. EBITDA(1)(2) Combined Mix(1) REPAY to become one of the largest bill payment providers in the U.S. processing over ~$130Bn of combined 2025 Annual Payment Volume… … while further diversifying our payment expertise across 18+ attractive verticals Business Payments (AP & AR) Diversified Retail & Other (incl. RCS) Combined Note: Financials and business metrics based on combined 2025 excluding synergies Combined financials based on 2025 excluding synergies. Combined is calculated using REPAY reported plus KUBRA Revenue of approximately $239 million and Adjusted EBITDA of approximately $49 million Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See slide 1 under "Non-GAAP Financial Measures"
The Future REPAY Expected to become a leading bill payment provider in the U.S. Increased scale into non-discretionary verticals with reoccurring payment flows Reaching ~$548 million in combined Revenue(1) and ~$178 million of combined Adj. EBITDA(1) Expected to be Free Cash Flow accretive(2) by 25% in 2028 Expect significant Free Cash Flow generation leading to < 3.0x Net Leverage(3) within 18 months of close Combined Revenue and Adjusted EBITDA based on 2025 excluding synergies. Combined is calculated using REPAY reported plus KUBRA Revenue of approximately $239 million and Adjusted EBITDA of approximately $49 million. Adjusted EBITDA is a non-GAAP financial measure. See slide 1 under "Non-GAAP Financial Measures" Free Cash Flow accretion is a non-GAAP measure. See slide 1 under "Non-GAAP Financial Measures“ Net leverage is a non-GAAP measure. See slide 1 under "Non-GAAP Financial Measures"
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