Repay Holdings (NASDAQ: RPAY) adds Parthenon Capital partner to its board
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Repay Holdings Corporation entered into a Cooperation Agreement with PCP Managers II, L.P., an affiliate of one of its largest stockholders, and expanded its Board of Directors from six to seven members. Under this agreement, Zachary F. Sadek, a Senior Partner at Parthenon Capital Partners, was appointed to the board effective July 13, 2026, with an initial term expiring at the 2027 annual meeting of stockholders.
The company agreed to nominate Mr. Sadek for election at the 2027 annual meeting, and the agreement includes customary standstill and confidentiality obligations lasting until 30 days after his board departure or the first day following the 2027 meeting, whichever is earlier. The board determined that Mr. Sadek qualifies as an independent director under Nasdaq standards. Following his appointment, the board comprises seven directors, six of whom are independent.
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Insights
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8-K Event Classification
4 items: 1.01, 5.02, 7.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Board size after expansion: 7 directors
Prior board size: 6 directors
Independent directors after change: 6 directors
+2 more
5 metrics
Board size after expansion
7 directors
Total number of directors after the July 13, 2026 appointment of Zachary F. Sadek
Prior board size
6 directors
Number of directors before the board was increased pursuant to the Cooperation Agreement
Independent directors after change
6 directors
Directors qualifying as independent within Nasdaq guidelines after Mr. Sadek joined the board
Standstill period reference
30 calendar days
Standstill and confidentiality obligations end 30 days after Mr. Sadek’s departure or after the 2027 Annual Meeting
Mr. Sadek age
46 years
Age of the newly appointed Repay Holdings director
Key Terms
Cooperation Agreement, standstill restrictions, independent director, Regulation FD
4 terms
Cooperation Agreement regulatory
"entered into a Cooperation Agreement with PCP Managers II, L.P."
A cooperation agreement is a formal contract between two or more organizations that lays out who will do what, how resources and responsibility are shared, how benefits or costs are divided, and how disputes or exits are handled. Like two chefs agreeing on a shared recipe and kitchen duties, it matters to investors because it can create new revenue paths, shift costs or risks, affect who controls key assets or technologies, and change a company’s future growth prospects.
standstill restrictions regulatory
"contains certain customary standstill restrictions and confidentiality obligations"
Standstill restrictions are agreements or legal limits that pause or limit certain actions by creditors, shareholders, or counterparties—such as demanding repayment, selling large blocks of shares, or launching takeover moves—for a set period. Like pressing a temporary pause button in a dispute or negotiation, they matter to investors because they affect liquidity, the timing of potential exits, and the balance of control and risk while parties work toward a resolution.
independent director regulatory
"Board Strengthened with Independent Director with Significant Industry Experience"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Regulation FD regulatory
"Item 7.01 Regulation FD Disclosure"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
FAQ
What board change did Repay Holdings (RPAY) disclose in this 8-K?
Repay Holdings expanded its board from six to seven directors and appointed Zachary F. Sadek as a director effective July 13, 2026. His initial term runs until the company’s 2027 annual meeting of stockholders.
Who is Zachary F. Sadek, the new director at Repay Holdings (RPAY)?
Zachary F. Sadek is a Senior Partner at Parthenon Capital Partners, affiliated with one of Repay’s largest stockholders. He has over two decades of experience investing in payments, financial technology, business services and software companies, and serves on multiple corporate boards.
What is the Cooperation Agreement between Repay Holdings (RPAY) and PCP Managers II, L.P.?
The Cooperation Agreement provides for expanding the board and appointing Zachary F. Sadek, plus customary standstill and confidentiality obligations. These restrictions last until 30 days after his board departure or the first day following Repay’s 2027 annual stockholders’ meeting, subject to stated exceptions.
Is the new Repay Holdings (RPAY) director considered independent?
The board determined that Mr. Sadek qualifies as an independent director under Nasdaq listing standards and the company’s independence criteria. After his appointment, Repay’s board consists of seven directors, six of whom meet these independence guidelines.
How many independent directors does Repay Holdings (RPAY) have after this change?
After appointing Zachary F. Sadek, Repay’s board has seven directors in total, six of whom qualify as independent under Nasdaq’s guidelines. The company characterizes the board as strengthened by adding an experienced independent director from a major stockholder affiliate.
What disclosures did Repay Holdings (RPAY) make under Regulation FD?
Repay stated under Regulation FD that it issued a press release on July 13, 2026 announcing Mr. Sadek’s appointment and the Cooperation Agreement. The press release was furnished as an exhibit and is not deemed filed for liability purposes under Section 18 of the Exchange Act.