;
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
|
Date of Report (Date of earliest event reported): April 27, 2026 |
REPAY HOLDINGS CORPORATION
(Exact name of Registrant as Specified in Its Charter)
|
|
|
|
|
Delaware |
001-38531 |
98-1496050 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
|
|
|
|
3060 Peachtree Road NW Suite 1100 |
|
Atlanta, Georgia |
|
30305 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: 404 504-7472 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class
|
|
Trading
Symbol(s) |
|
Name of each exchange on which registered
|
Class A common stock, par value $0.0001 per share |
|
RPAY |
|
The Nasdaq Stock Market LLC |
Preferred Stock Purchase Rights |
|
N/A |
|
The Nasdaq Stock Market LLC |
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 2.02. Results of Operations and Financial Condition.
On April 27, 2026, Repay Holdings Corporation (the “Company”) issued a press release announcing certain preliminary results of the Company’s operations for the quarter ended March 31, 2026.
A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this Item 2.02. As provided in General Instruction B.2 of Form 8-K, the information and exhibits contained in this Item 2.02 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
|
|
Exhibit No. |
|
Description |
99.1 |
|
Press release issued April 27, 2026 by Repay Holdings Corporation |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
Repay Holdings Corporation |
|
|
Dated: April 27, 2026 |
By: |
/s/ Robert S. Houser |
|
|
Robert S. Houser |
|
|
Chief Financial Officer |
REPAY Provides Preliminary First Quarter 2026 Results and Raising Full Year 2026 Adjusted EBITDA Outlook
ATLANTA, April 27, 2026 -- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of vertically-integrated payment solutions, today is providing preliminary, unaudited financial results for its first quarter ended March 31, 2026 and raised its full year 2026 Adjusted EBITDA outlook.
The preliminary financial results for the three months ended March 31, 2026 are as follows:
•Revenue is expected to be $80.5 million to $81.0 million, representing approximately 4% growth year-over-year.
•Consumer Payments revenue growth of approximately 4% year-over-year.
•Business Payments revenue growth of approximately 18% year-over-year.
•Adjusted EBITDA1 is expected to be $33.8 million to $34.3 million, representing approximately 42% Adjusted EBITDA margins1.
•Free Cash Flow1 is expected to be $5.0 million to $5.5 million, representing approximately 15% Free Cash Flow Conversion1. Free Cash Flow expectations include seasonality related to interest payments, net working capital timing, and annual incentive payments.
•During the quarter, REPAY also completed a buyout of a strategic distribution partner, resulting in a one-time cash payment and positive impact to Adjusted EBITDA.
For the full year 2026, REPAY is raising its outlook for Adjusted EBITDA, which now implies an improvement to approximately 42% Adjusted EBITDA margins. The company is reiterating its outlook for Revenue and Free Cash Flow Conversion. The 2026 outlook does not include any contributions related to the pending KUBRA acquisition. REPAY is now expecting the following financial results for full year 2026:
|
|
|
|
|
Initial FY2026 Outlook |
|
Updated FY2026 Outlook |
Revenue |
$340 - 346 million |
|
$340 - 346 million |
Adjusted EBITDA |
$136.5 - 141.5 million |
|
$141 - 146 million |
Free Cash Flow Conversion |
45% |
|
45% |
The Company will release its full financial results for the first quarter of 2026 after the market closes on Monday, May 4, 2026, and will host a conference call the same day at 5:00pm ET.
Preliminary Results
The unaudited preliminary estimated financial information for the first quarter of 2026 described above reflects estimates derived from our internal financial records and are based on the information available to the Company as of the date of this release and are subject to the completion of the Company’s customary financial and other closing procedures. Accordingly, the
1 Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow and Free Cash Flow Conversion are non-GAAP financial measures. See “Non-GAAP Financial Measures” below for additional information.
Company’s final reported results for the first quarter of 2026 may differ materially from these preliminary expectations. This preliminary estimated financial information should not be viewed as a substitute for our full interim financial statements and is not necessarily indicative of any future period or performance, and accordingly, you should not place undue reliance on this preliminary estimated financial information.
Non-GAAP Financial Measures
This report includes certain preliminary non-GAAP financial measures that management uses to evaluate the Company’s operating business, measure performance, and make strategic decisions. 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, loss on business disposition 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. REPAY believes that Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow and Free Cash Flow Conversion 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 does not provide quantitative reconciliation of preliminary or 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 and providing them may imply a degree of precision that would be confusing or potentially misleading.
Forward-Looking Statement
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, including expected first quarter results and 2026 outlook, and other statements identified by words such as “guidance,” “will likely result,” “are expected to,” “will continue,” “should,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, REPAY’s market and growth opportunities, REPAY’s business strategy and the plans and objectives of management for future operations and the allocation of capital. 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 REPAY’s 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: 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 market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to REPAY’s clients; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; 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. Pro forma,
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.
Contacts
Investor Relations Contact for REPAY:
ir@repay.com
Media Relations Contact for REPAY:
Kristen Hoyman
khoyman@repay.com
Source: Repay Holdings Corporation
