Repay (NASDAQ: RPAY) details 2026 executive cash bonus plan

Rhea-AI Filing Summary

Repay Holdings Corporation set the 2026 annual cash bonus program for its executive officers. Target bonus opportunities range from 50% to 100% of base salary under existing employment agreements.

For 2026, 75% of each bonus will depend on Company financial performance based on Adjusted EBITDA, and 25% will depend on individual goals. For each measure, performance at the minimum threshold pays 50% of target, target performance pays 100%, and maximum performance pays 200%, with straight-line interpolation between these levels over the period from January 1 to December 31, 2026.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

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.

Understanding 8-K Material Events →

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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): February 19, 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

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 19, 2026, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Repay Holdings Corporation (the “Company”) approved the program terms and performance objectives for annual cash bonuses for 2026 for the Company’s executive officers under each of their respective employment agreements (the “AIP”). Executive officers participate in the AIP at the individual target levels in accordance with their employment agreements. The individual target levels for the executive officers range from 50% to 100% of base salary.

For the performance period of January 1 to December 31, 2026 under the AIP, consistent with past practice, the Compensation Committee established that 75% of the annual bonus amounts would be based upon the achievement of specific Company financial performance goals, with the remaining 25% of the annual bonus amounts based on the achievement of individual performance goals. The applicable metric for the Company financial performance goals is Adjusted EBITDA. If the performance of any measure does not meet the applicable minimum threshold for that measure, no award will be earned for that measure. If the performance of any measure reaches the applicable minimum threshold, the award earned for that measure will be 50% of the target bonus amount. If the performance of any measure reaches the applicable targeted performance goal, the award earned for that measure will be 100% of the target bonus amount. If the performance of any measure reaches or exceeds the applicable maximum performance goal, the award earned for that measure will be 200% of the target bonus amount. The actual bonus amount earned for results between these percentages will be calculated using straight-line interpolation.

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:	February 25, 2026	By:	/s/ Tyler B. Dempsey
			Tyler B. Dempsey General Counsel

FAQ

What executive bonus program did RPAY approve for 2026?

Repay Holdings Corporation approved 2026 annual cash bonus terms for executive officers under its AIP. Bonuses are tied to Adjusted EBITDA and individual performance goals over the January 1 to December 31, 2026 period, with payouts scaled from 50% to 200% of target based on results.

How are RPAY executive bonus targets set as a percentage of salary?

Executive officers at Repay participate in the AIP at target levels ranging from 50% to 100% of base salary. These target percentages are defined in each executive’s employment agreement and serve as the basis for calculating actual 2026 bonus payouts under the plan’s performance formulas.

What portion of RPAY’s 2026 executive bonuses is based on company performance?

For 2026, 75% of executive annual bonus amounts at Repay are based on company financial performance using Adjusted EBITDA. The remaining 25% depends on individual performance goals, aligning most of the bonus opportunity with overall company results while retaining a meaningful personal performance component.

What performance metric drives RPAY’s 2026 company bonus goals?

The key metric for Repay’s 2026 company performance goals is Adjusted EBITDA. Bonus payouts tied to this measure range from 50% of target at the minimum threshold up to 200% at the maximum goal, with straight-line interpolation for results between those performance levels.

How does RPAY scale executive bonus payouts versus target for 2026?

If a performance measure does not reach its minimum threshold, no bonus is earned for that component. Meeting the minimum pays 50% of target, reaching the target goal pays 100%, and hitting or exceeding the maximum goal pays 200%, with linear interpolation between these payout levels.

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