Repay Holdings (NASDAQ: RPAY) amends credit agreement and shortens term loan maturity

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Repay Holdings Corporation disclosed that its subsidiary Hawk Parent Holdings LLC entered into a First Amendment to its Credit Agreement with Truist Bank and other lenders. The amendment is tied to the post-closing syndication of the company’s existing credit facilities and does not change total lender commitments or interest rate margins.

The amendment primarily adjusts maturity terms on the term loan facility, shortening its stated maturity by one year from June 1, 2033 to June 1, 2032 and revising provisions related to the springing maturity tied to the company’s 2.875% Convertible Senior Notes due 2029. All other terms of the Credit Agreement remain in effect.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Term loan prior maturity: June 1, 2033 Amended term loan maturity: June 1, 2032 Convertible notes coupon: 2.875% +3 more

6 metrics

Term loan prior maturity June 1, 2033 Original stated maturity of term loan facility

Amended term loan maturity June 1, 2032 New stated maturity under First Amendment

Convertible notes coupon 2.875% Interest rate on Convertible Senior Notes

Convertible notes maturity 2029 Maturity year of 2.875% Convertible Senior Notes

Agreement amendment date June 12, 2026 Date of First Amendment to Credit Agreement

Original credit agreement date June 1, 2026 Date underlying Credit Agreement was entered

Key Terms

Material Definitive Agreement, First Amendment to Credit Agreement, springing maturity, 2.875% Convertible Senior Notes due 2029, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

First Amendment to Credit Agreement financial

"entered into the First Amendment to Credit Agreement (the “Amendment”)"

springing maturity financial

"revising certain provisions relating to the springing maturity applicable"

2.875% Convertible Senior Notes due 2029 financial

"the Company’s 2.875% Convertible Senior Notes due 2029."

post-closing syndication financial

"in connection with the post-closing syndication of the credit facilities"

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Understanding 8-K Material Events →

06/15/2026 - 04:11 PM

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): June 12, 2026

    

REPAY HOLDINGS CORPORATION

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-38531	00-0000000
(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 1.01 Entry into a Material Definitive Agreement.

On June 12, 2026, Hawk Parent Holdings LLC (the “Borrower”), a subsidiary of Repay Holdings Corporation (the “Company”), entered into the First Amendment to Credit Agreement (the “Amendment”) to the Credit Agreement, dated as of June 1, 2026 (the “Credit Agreement”), among the Borrower, the Company, the guarantors party thereto, the lenders party thereto and Truist Bank, as administrative agent.

The Amendment was entered into in connection with the post-closing syndication of the credit facilities established under the Credit Agreement. The Amendment does not change the aggregate commitments under the credit facilities or the interest rate margins applicable thereto. Among other changes, the Amendment modifies the maturity provisions applicable to the term loan facility, including reducing the stated maturity of the term loan facility by one year, from June 1, 2033 to June 1, 2032, and revising certain provisions relating to the springing maturity applicable to the Company’s 2.875% Convertible Senior Notes due 2029.

Except as expressly amended by the Amendment, the Credit Agreement remains in full force and effect.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description
10.1#			First Amendment to Credit Agreement, dated as of June 12, 2026, by and among Hawk Parent Holdings LLC, Truist Bank, as Administrative Agent, and the lender parties thereto.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).
	#	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.

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

Date:	June 15, 2026	By:	/s/ Tyler B. Dempsey
			Tyler B. Dempsey General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Repay Holdings Corporation (RPAY) announce in this 8-K filing?

Repay Holdings Corporation reported that its subsidiary amended an existing Credit Agreement with Truist Bank and other lenders. The First Amendment mainly updates maturity terms on the term loan facility and keeps aggregate commitments and interest rate margins unchanged.

How did the credit facility maturity change for Repay Holdings Corporation (RPAY)?

The amendment reduces the stated maturity of the term loan facility from June 1, 2033 to June 1, 2032. This means the company’s term loan now comes due one year earlier, while other core credit terms remain in place.

Does the Repay Holdings Corporation (RPAY) credit amendment affect interest rate margins or commitments?

The filing states that the amendment does not change the aggregate commitments under the credit facilities or the interest rate margins. Lenders’ total committed amounts and pricing remain the same while certain maturity-related provisions are updated.

How are Repay Holdings Corporation’s 2.875% Convertible Senior Notes due 2029 affected?

The amendment revises provisions relating to the springing maturity linked to the company’s 2.875% Convertible Senior Notes due 2029. These changes address how the notes’ 2029 maturity interacts with the amended credit facility maturity profile.

Which Repay Holdings Corporation entity is the borrower under the amended Credit Agreement?

Hawk Parent Holdings LLC, a subsidiary of Repay Holdings Corporation, is the borrower under the Credit Agreement. Truist Bank acts as administrative agent, and various lenders are parties to the credit facilities and the First Amendment.

Where can investors find the full text of Repay Holdings Corporation’s credit amendment?

The company filed the First Amendment to the Credit Agreement as Exhibit 10.1 to this report. The exhibit contains the detailed legal terms, with certain schedules and exhibits omitted but available to the SEC upon request.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

EX-10.1 EX-10.1 2.2 MB