REPAY (NASDAQ: RPAY) closes $372M KUBRA buy and boosts 2026 outlook
Rhea-AI Filing Summary
Repay Holdings Corporation completed its acquisition of KUBRA for $372 million in cash and put new long-term financing in place. The company entered a new Credit Agreement including a $500.0 million senior secured first lien term loan and a $100.0 million senior secured first lien revolving credit facility, which will support the purchase, refinance existing debt, and fund general corporate needs.
REPAY now expects KUBRA to contribute $150–154 million of revenue and $27.5–30 million of Adjusted EBITDA for the remainder of 2026. The company raised its full‑year 2026 outlook to revenue of $490–500 million and Adjusted EBITDA of $168.5–176 million, projects combined net leverage of about 4.0x at closing, and targets lowering net leverage to below 3.0x within 18 months, helped by an identified synergy and savings plan.
Positive
- Raised 2026 outlook after KUBRA deal: Revenue guidance increases from $340–346 million to $490–500 million and Adjusted EBITDA from $141–146 million to $168.5–176 million, reflecting substantial expected contribution from the acquisition.
- Defined synergy and savings plan: Management identifies approximately $15+ million of annual run‑rate cost synergies, about $5+ million of technology savings, and roughly $5+ million of revenue opportunities by 2028, along with targeted Free Cash Flow accretion of 25%.
Negative
- Higher leverage and lower near‑term cash conversion: Combined net leverage is approximately 4.0x at closing, and 2026 Free Cash Flow Conversion guidance decreases to about 30% from a prior 45%, even as the company targets reducing net leverage below 3.0x within 18 months.
Insights
Large debt‑funded KUBRA deal boosts scale and outlook but raises leverage.
REPAY is using a new $500.0 million term loan plus cash to buy KUBRA for $372 million while refinancing its prior credit facility. This sharply increases 2026 scale, with KUBRA expected to add up to $154 million revenue and up to $30 million Adjusted EBITDA.
The company lifted its 2026 guidance to revenue of $490–500 million and Adjusted EBITDA of $168.5–176 million. Management outlines cost and technology savings of $20+ million run‑rate by 2028 and revenue synergies of about $5+ million by 2028, plus targeted Free Cash Flow accretion of 25% by that year.
Leverage rises, with combined net leverage around 4.0x at closing, and the company aims to reduce this below 3.0x within 18 months using Free Cash Flow and an undrawn $100.0 million revolver as additional liquidity. Execution on integration, synergy delivery and deleveraging, as reflected in future filings for periods through 2028, will be central to how this transaction ultimately impacts shareholder value.
8-K Event Classification
Key Figures
Key Terms
Credit Agreement financial
Term Loan Facility financial
Revolving Credit Facility financial
Adjusted EBITDA financial
Free Cash Flow Conversion 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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Securities registered pursuant to Section 12(b) of the Act:
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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.
On June 1, 2026 (the “Closing Date”), Repay Holdings Corporation (the “Company” or “REPAY”), its wholly owned subsidiary, Hawk Parent Holdings LLC, a Delaware limited liability company (the “Borrower”) and certain subsidiaries of the Company party thereto, as guarantors, entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions party thereto, as lenders, and Truist Bank, as administrative agent.
The Credit Agreement provides for (i) a senior secured first lien term loan facility in an aggregate principal amount of $500.0 million (the “Term Loan Facility”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $100.0 million (the “Revolving Credit Facility”), which includes a $15.0 million sublimit for letters of credit and a $15.0 million swingline subfacility. The Revolving Credit Facility is available in U.S. dollars and Canadian dollars, subject to a cap on Canadian dollar borrowings. The Credit Agreement permits the Borrower to increase the principal amount of the Term Loan Facility or the Revolving Credit Facility subject to certain restrictions and conditions.
Borrowings under the Credit Agreement bear interest, at the Borrower’s option, at either (i) a term SOFR-based rate plus an applicable margin or (ii) a base rate plus an applicable margin, in each case as set forth in the Credit Agreement. The applicable margin under the Term Loan Facility is 5.5% for term SOFR loans and 4.5% for base rate loans, and the applicable margin under the Revolving Credit Facility is initially 4.25% for term SOFR loans and 3.25% for base rate loans, with the Revolving Credit Facility margin subject to certain adjustments as set forth in the Credit Agreement.
The Term Loan Facility matures on the earlier of (a) the seventh anniversary of the Closing Date and (b) the date that is 91 days prior to the maturity date of the Company’s 2.875% Convertible Senior Notes due 2029 (subject to certain exceptions for adequate liquidity). The maturity date of the Term Loan Facility may be extended, subject to certain terms and conditions. The Term Loan Facility is subject to scheduled quarterly amortization, with the balance due at maturity.
The Revolving Credit Facility matures on the earlier of (a) the fifth anniversary of the Closing Date, (b) the date that is 182 days prior to the maturity date of the Company’s 2.875% Convertible Senior Notes due 2029 (subject to certain exceptions for adequate liquidity) and (c) the date that is 91 days prior to the maturity date of the Company’s 2.875% Convertible Senior Notes due 2029 (subject to certain exceptions for adequate liquidity). The Credit Agreement includes customary provisions regarding mandatory and voluntary prepayments and commitment reductions.
The obligations under the Credit Agreement are guaranteed on a senior secured basis by the Company and certain of its existing and future subsidiaries, subject to certain exceptions, and are secured by a security interest in substantially all of the assets of the Borrower and the guarantors, subject to customary exceptions and limitations.
The Credit Agreement contains certain covenants, including affirmative and operational covenants and restrictive covenants regarding, among other matters, the incurrence of debt, the incurrence of liens, investments, mergers, dispositions and specified uses of cash (including payment of dividends and distributions). The Credit Agreement also contains a covenant requiring the Company to maintain a maximum total net leverage ratio of 6.10 to 1.00.
The Company used the proceeds of the Term Loan Facility, together with cash on hand, to finance the purchase price of its previously announced acquisition of KUBRA (defined below) as described in Item 2.01 of this Current Report on Form 8-K, to refinance in full all obligations under the Company’s existing credit agreement described in Item 1.02 of this Current Report on Form 8‑K, to repay or otherwise satisfy certain indebtedness of KUBRA and to pay related fees, costs and expenses. The Revolving Credit Facility will be available for working capital needs, permitted acquisitions and capital expenditures and for other general corporate purposes.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 1.02.
On June 1, 2026, in connection with the Company’s entry into the Credit Agreement (as described in Item 1.01 of this Current Report on Form 8‑K), the Company repaid in full all outstanding obligations under, and terminated all commitments pursuant to, that certain Second Amended and Restated Revolving Credit Agreement, dated as of July 10, 2024 (the “Existing Credit Agreement”), by and among the Company, the Borrower, the lenders from time to time party thereto, Truist Bank, as administrative agent, and the other parties thereto.
The repayment of the indebtedness outstanding under the Existing Credit Agreement was funded with a portion of the proceeds of the Term Loan Facility under the Credit Agreement and cash on hand. In connection with such repayment, all liens and security interests securing the obligations under the Existing Credit Agreement were released and all guarantees thereunder were discharged. The
Company paid all outstanding principal, accrued and unpaid interest and fees and other amounts due in respect of the Existing Credit Agreement in connection with such termination.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.01.
On June 1, 2026, the Company completed the previously announced acquisition (the “Acquisition”) of 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 the Stock Purchase Agreement, dated as of March 30, 2026 (as amended or supplemented from time to time, the “Purchase Agreement”), by and among the Company, Hearst KUBRA Holdings, Inc., a Delaware corporation (“Seller”), Kubra US and Kubra Canada.
Pursuant to the Purchase Agreement, the Company acquired all of the issued and outstanding capital stock of KUBRA. Following the Acquisition, KUBRA became an indirect wholly owned subsidiary of the Company.
Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described in Item 1.01 of this Current Report on Form 8‑K.
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 was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 31, 2026.
The financial statements of KUBRA and the pro forma financial information required by Item 9.01 of Form 8‑K will be filed by amendment to this Current Report on Form 8‑K no later than 71 calendar days after the date on which this Current Report on Form 8‑K is required to be filed.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On June 1, 2026, the Company issued a press release announcing the entry into the Credit Agreement and the closing of the Acquisition. 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 in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information 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.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses or Funds Acquired
The Company will file any financial statements required to be filed for KUBRA not later than 71 calendar days after the date on which this Current Report on Form 8‑K is required to be filed.
(c) Pro Forma Financial Information
The Company will file any pro forma financial information required to be filed for KUBRA not later than 71 calendar days after the date on which this Current Report on Form 8‑K is required to be filed.
(d) Exhibits
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Credit Agreement, dated June 1, 2026, by and among Repay Holdings Corporation, Hawk Parent Holdings LLC, Truist Bank, as Administrative Agent, and the other parties thereto. |
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Press release issued June 1, 2026 by Repay Holdings Corporation. |
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Investor Presentation, dated June 2026. |
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Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(10) 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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June 1, 2026 |
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/s/ Tyler B. Dempsey |
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Tyler B. Dempsey |
REPAY Completes Acquisition of KUBRA
REPAY Becomes a Leading Consumer Bill Payment Provider
Announces Investor Day for December 2026
ATLANTA--(BUSINESS WIRE)— June 1, 2026-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of integrated payment processing solutions, today announced that it has completed the acquisition of Kubra Data Transfer LTD. (“KUBRA”). Under the terms of the agreement, REPAY acquired KUBRA for $372 million in cash. REPAY announced the definitive agreement to acquire KUBRA on March 30, 2026.
“With the addition of KUBRA, REPAY expands our position as a leading Consumer Bill Payment Provider with the technology and market position to lead the digital journey across the payment ecosystem,” said John Morris, Co-Founder and Chief Executive Officer of REPAY. “We expect KUBRA will significantly increase our revenue, engage with over 40% of U.S. and Canadian households every month, and process over $130 billion in combined annual payment volumes as we serve non-discretionary categories with reoccurring billing cycles.”
The Company previously outlined the combined value creation opportunities of approximately $15+ million of annual run-rate costs synergies and approximately $5+ million of technology savings over the next three years through combining operations, platform consolidation, and other scale efficiencies. REPAY expects to achieve approximately $8 million of the identified run-rate expense synergies during 2026. REPAY expects the transaction to unlock additional value with expected revenue opportunities of approximately $5+ million by 2028 as REPAY benefits from offering bill presentment, communications services, a payment engine, and core processing solutions across all clients.
REPAY continues to expect Free Cash Flow accretion1 of 25% by 2028. In the supplemental materials published today, REPAY has outlined the multi-year value creation roadmap to realizing the identified synergies and savings, along with the near-term costs to achieve the estimated 2028 run-rate savings.
At closing, REPAY combined net leverage2 is approximately 4.0x and REPAY expects to reduce net leverage to below 3.0x within 18 months. The transaction was funded with debt financing and cash on hand. In connection with the transaction, REPAY has received financing of $500 million senior secured term loan, along with a $100 million undrawn revolving credit facility.
For the full year 2026, REPAY is raising its outlook to incorporate KUBRA’s expected contributions for the remaining 7 months. KUBRA is expected to contribute between $150 million and $154 million in revenue and between $27.5 million and $30 million in Adjusted EBITDA3 for the remainder
1 Free Cash Flow measures are non-GAAP measures. See “Non-GAAP Financial Measures” herein for additional information.
2 Combined net leverage represents LTM as of 3/31/2026 and includes transaction-related adjustments and synergies. Net leverage is a non-GAAP financial measure. See “Non-GAAP Financial Measures” herein for additional information.
3 Adjusted EBITDA is a non-GAAP measure. See “Non-GAAP Financial Measures” herein for additional information.
of 2026. On an organic basis, REPAY expects approximately 10% to 12% revenue growth. REPAY is now expecting the following financial results for full year 2026:
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Prior FY2026 Outlook |
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Updated FY2026 Outlook |
Revenue |
$340 - 346 million |
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$490 - 500 million |
Adjusted EBITDA4 |
$141 - 146 million |
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$168.5 - 176 million |
Free Cash Flow Conversion |
45% |
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30% |
Adjusted FCF Conversion |
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35% |
As a reminder, Free Cash Flow includes net interest expense. Adjusted Free Cash Flow represents Free Cash Flow plus in year technology, merger, and integration costs associated with synergy realization. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. Adjusted Free Cash Flow Conversion represents Adjusted Free Cash Flow divided by Adjusted EBITDA.
REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures, such as Adjusted EBITDA, Free Cash Flow Conversion, Adjusted Free Cash Flow Conversion, net leverage and organic revenue growth, 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 a significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading.
Investor Day
We are planning to provide more details on our strategy, execution priorities, and financial outlook at an Investor Day in December.
Supplemental Materials
In addition to today’s press release, the Company has provided additional details on the KUBRA acquisition including a multi-year synergy roadmap and our 2026 outlook. The supplemental materials are available on REPAY’s investor relations website at https://investors.repay.com/investor-relations under the “Presentation” section.
Advisors
Truist Securities, Inc. served as exclusive financial advisor to REPAY. 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.
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, Free Cash Flow Conversion, Adjusted Free Cash Flow
4 Adjusted EBITDA includes in year technology, merger, and integration costs associated with synergy realization.
Conversion, organic revenue growth 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. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. Adjusted Free Cash Flow Conversion represents Adjusted Free Cash Flow divided by Adjusted EBITDA. Organic revenue growth is a non-GAAP financial measure that represents the percentage change in the applicable metric for a fiscal period over the comparable prior fiscal period, exclusive of any incremental amount attributable to acquisitions or divestitures made in the comparable prior fiscal period or any subsequent fiscal period through the applicable current fiscal period. Net leverage is a non-GAAP financial measure calculated by 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 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, Free Cash Flow Conversion, Adjusted Free Cash Flow Conversion, organic revenue growth 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 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 its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, 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 inability to integrate and/or realize the benefits of the KUBRA acquisition, including expected synergies; that the acquisition could disrupt relationships with customers, employees or other business partners; the impact, cost and effect of actions by activist stockholders; the risk that the stockholder rights plan may delay, discourage or prevent a change of control or acquisition of the Company, even if such action may be considered beneficial by some stockholders; exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending, including bank failures or other adverse events affecting financial institutions, inflationary pressures, evolving U.S. trade policies, general economic slowdown or recession; changes in the payment processing markets in which REPAY operates, including with respect to the competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to those customers; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; the ability to retain, develop and hire key personnel; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to maintain effective internal controls.
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
REPAY & KUBRA Supplemental Materials Exhibit 99.2 June 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 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 its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, 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 inability to integrate and/or realize the benefits of the KUBRA acquisition, including expected synergies; that the acquisition could disrupt relationships with customers, employees or other business partners; the impact, cost and effect of actions by activist stockholders; the risk that the stockholder rights plan may delay, discourage or prevent a change of control or acquisition of the Company, even if such action may be considered beneficial by some stockholders; exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending, including bank failures or other adverse events affecting financial institutions, inflationary pressures, evolving U.S. trade policies, general economic slowdown or recession; changes in the payment processing markets in which REPAY operates, including with respect to the competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to those customers; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; the ability to retain, develop and hire key personnel; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to maintain effective internal controls. 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, Free Cash Flow Conversion, Adjusted Free Cash Flow Conversion, organic revenue growth, normalized revenue growth, and net leverage, as well as certain forward-looking projections that are not reconcilable with GAAP measures due to their inherent uncertainty. Organic revenue growth is a non-GAAP financial measure that represents the percentage change in the applicable metric for a fiscal period over the comparable prior fiscal period, exclusive of any incremental amount attributable to acquisitions or divestitures made in the comparable prior fiscal period or any subsequent fiscal period through the applicable current fiscal period. Any financial measure (whether GAAP or non-GAAP) that is modified by “excl. political media” or “normalized” is a non-GAAP financial measure that measures a defined growth rate exclusive of the estimated contribution from political media clients in the prior corresponding period. 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. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. Adjusted Free Cash Flow Conversion represents Adjusted Free Cash Flow divided by Adjusted EBITDA. 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.
REPAY Investment Thesis KUBRA accelerates REPAY’s strategic evolution into a scaled multi-vertical integrated bill payments platform Financial metric based on combined 2025 excluding synergies Financials based on 2025 excluding synergies Net leverage 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” Estimated run-rate synergies by 2028 Third-party research and management estimates as of 6/1/2026 Accelerates strategy towards large, enterprise clients Diversified billing, payments, and customer communication platform focused on the utility and government verticals Attractive & complementary product offering centered around non-discretionary spend categories with recurring billing cycles Deeply entrenched with highly reoccurring revenue streams from a diversified base of long-tenured clients with high retention rates Expansion into Resilient Utility & Gov’t Verticals with a Leading Provider at Scale Over ~$130 billion in combined annual payment volume(1) across diverse growth markets Scaled asset adds ~$49 million in Adj. EBITDA(2) Strong combined company free cash flow expected to drive deleveraging to total net leverage(3) of <3.0x within 18 months of closing and provide for incremental capital to accelerate technology enhancements Expected Free Cash Flow accretion(4) of 25% by 2028 Increases Scale and Strengthens Financial Profile Significant technology cost savings expected through platform optimization and organizational efficiencies from combined operations Additional top-line synergies expected through cross-sell of Customer Communications & Bill Presentment solutions, while also improving retention across client bases Combined company efficiencies expected to result in fully realized run-rate cost and capital expenditure savings of $20+ million(5) Material Synergy Realization Enhances Operating Efficiency Unlocks a high barrier to entry, >$2.75TN addressable market(6) within the U.S. biller-direct segment Opportunity to drive shift from paper-based invoicing and payments to higher-margin digital payments Complementary two-pronged go-to-market approach offers diversified distribution channel to accelerate vertical expansion TAM Expansion in Large Biller-Direct Markets
REPAY Becomes a Leading End-to-End Bill Payment Platform Communication Services Bill Design & Presentment Payment Acceptance Clearing & Settlement Payment Gateway API Integrations Instant Funding Credit/Debit Processing ACH Processing eCash New & Emerging Payments Virtual Terminal Web Portal / Online Bill Payment POS Equipment Mobile App & Digital Wallets Text Pay IVR / Phone Pay Payment capabilities are directly embedded in our client’s core systems Mobile Alerts Proprietary back-end Clearing & Settlement platform, driving payment optimization and operating leverage Automated Messaging Services Utility Mapping & Data Analytics Preparation & distribution of billing, statements, and required regulatory notices KUBRA expands platform capabilities Omnichannel offering allows consumers to pay anywhere, any time using all Modalities REPAY and KUBRA together provide an integrated bill payment and customer communications lifecycle across 18+ attractive verticals
KUBRA’s Product Suite Differentiates Itself from Competitor Offerings KUBRA delivers a comprehensive suite of products that enable it to uniquely design and process both paper and e-bills with increased payment flows under REPAY’s ownership Design & Bill Print Design, preparation, printing and distribution of customer documents, including bills, statements and required regulatory notices Subscription Payments (E-Bill) Design, preparation and distribution of bills or invoices electronically for reoccurring payments Long growth opportunity of digitalizing new and existing client base On-Demand Payments (EZ-Pay) Individual electronic payment transactions including voice, digital, and in-person channels Professional Services Customer customization and configuration services for product suite offering Customer Utility Communications Includes automated messaging services, text / voice / email alerts, utility outage maps, and energy and water analytics Bill Presentment On-Demand Payments (EZ-Pay) Subscription Payments (E-Bill) Design & Bill Print Customer Utility Communications Professional Services
KUBRA Serves Enterprise Clients across Non-Discretionary Verticals Leading bill presentment and payment provider to the utilities sector, with a growing presence in other markets Utilities ~85% of Revenue Government ~5% of Revenue Healthcare Adjacent Verticals Electric, gas, water, waste management, telecom, and cable utility providers in the U.S. State & local agencies and municipalities Hospitals, systems, & payers managing billing, care notices, and compliance Expansion opportunity with municipality owned utilities Providers of billing, statements, & policy communications Financial Services, Education, & other adjacent verticals Insurance Highly regulated communication with increasing demand for billing transparency Markets with existing relationship overlap Note: Financial and business metrics as of and for the year ended December 31, 2025 ~40% 250+ of Households in U.S. and Canada Clients 2025 Adj. EBITDA 2025 Revenue ~$49mm ~$239mm ~48% Gross Profit Margins MSD/HSD Revenue Growth
KUBRA Enhances REPAY’s Vertical Reach By diversifying into non-discretionary core verticals, REPAY will reach over ~$130Bn of combined 2025 Annual Payment Volume(1) Financials metrics based on combined 2025 excluding synergies Third-party research and management estimates as of 6/1/2026 End Market Opportunities (2) (In $ billions) Combined Combined Revenue Mix (1) before KUBRA REPAY KUBRA Both
Significantly Increases Scale while Maintaining Profitability REPAY immediately scales, while continuing to generate strong profitability Revenue(1) Adjusted EBITDA(1) Financials metrics based on 2025. 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 financial measure. See slide 1 under "Non-GAAP Financial Measures" ~1.8x (In $ millions) (In $ millions) REPAY KUBRA ~1.4x
LONG-TERM GROWTH ORGANIC GROWTH M&A CATALYSTS Deepen presence in existing verticals Expand into new verticals/geographies Strategic acquisitions extending broader solution suite Driving Shareholder Value 1) Third-party research and management estimates as of 6/1/2026 Secular trends away from cash and check toward digital payments Transaction growth in key verticals Further penetrate existing clients ~$7.9Tn TAM(1) Creates long runway for growth Deep presence in key verticals creates significant defensibility Highly attractive financial model with strong Free Cash Flow generation = + 8
Value Creation Roadmap Expected to be Free Cash Flow accretive(1) by 25% in 2028E 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 bill presentment and 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 realized during 2026; excludes “expected costs to achieve synergies” Estimated run-rate synergies by 2028 Restructuring to unify duplicate corporate functions, while automating functions during integration Platform migration leading to identified operating support, maintenance, and related infrastructure cost savings Scale efficiencies with payment processing improvements Optimize to one unified platform architecture by 2028E Consolidate product investments across verticals $5+ million 2028E Estimated Run-Rate Savings(3) $15+ million $5+ million 2026E Estimated Run-Rate Savings(2) ~$8 million ~$7 million of expected costs to achieve synergies in 2026E
Integration Plan for One Platform Integration playbook in place for Day 1 readiness across all workstreams Phased hybrid integration plan optimizes client upgrades during infrastructure unification Feature and compliance parity essential before client feature optimization KUBRA — The Experience Platform KUBRA’s customer-facing platforms unify under the KUBRA HQ+ platform KUBRA’s market-leading capabilities continue offering: Bill Payment Workflows Customer Experience & Communications Biller Configuration & Onboarding Verification Vault, Identity Management, & Data Composition REPAY — The Payments and RCS Engine REPAY’s infrastructure powers the money movement: Payment processing across all modalities Multi-network support for every channel Omni-channel delivery (web, mobile, IVR, API) Enterprise-grade uptime & scale Intelligent routing Bringing It Together Unified APIs connect KUBRA's experience platform to REPAY's payments engine Planned client upgrades for seamless migration phased over 18–24 months AI-assisted engineering accelerates integration without compromising quality Joint teams aligned across U.S. and Canada One platform for scale • Enhanced client experience A stronger foundation for growth
Proven Ability of Delevering from Free Cash Flow Generation REPAY is committed to maintaining a conservative financial policy focused on deleveraging Net leverage target of < 3.0x within 18 months of closing Proven ability to reduce leverage following acquisitions as demonstrated following the BillingTree, Kontrol and Payix acquisitions in 2021 Generates strong reoccurring Free Cash Flow to repay debt, alongside ample liquidity with cash on the balance sheet and an undrawn $100 million Revolving Credit Facility Track record of voluntarily reducing debt when the Company retired a total of ~$110 million of its 2026 Convertible Notes with balance sheet cash in August 2025 and January 2026 Net Leverage(1) Acquired BillingTree, Kontrol, and Payix in 2021 Net Leverage is a non-GAAP financial measure. Historical Net Debt and Adjusted EBITDA are pro forma for related acquisitions, divestitures, and debt repayments subsequent to year-end. See slide 1 under "Non-GAAP Financial Measures" Combined LTM Net Leverage represents LTM as of 3/31/2026 adjusted for transaction-related adjustments, synergies, and financing. (2) 1.0x Deleveraging >1.0x Deleveraging
Updated FY 2026 Outlook REPAY is raising its previously provided outlook for full year 2026 to include KUBRA contributions for the remaining 7 months Note: REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures such as forecasted Normalized and Organic Revenue Growth, Adjusted EBITDA, Free Cash Flow, and Free Cash Flow Conversion 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 Conversion represents Free Cash Flow / Adjusted EBITDA Adjusted Free Cash Flow represents Free Cash Flow adding back in-year costs associated with synergy realization. Adjusted Free Cash Flow Conversion represents Adjusted Free Cash Flow / Adjusted EBITDA Updated FY2026 Outlook Revenue $490-$500MM Reported Growth ~60% Organic Growth 10%-12% Normalized Growth 7%-9% Adjusted EBITDA $168.5-$176MM ~35% Margins Free Cash Flow Conversion (1) ~30% Adjusted Free Cash Flow Conversion (2) ~35%
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