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Rights plan at Repay (NASDAQ: RPAY) targets 12.5% stake buildups

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Repay Holdings Corporation adopted a limited-duration stockholder rights plan that issues one preferred share purchase right for each outstanding Class A common share to holders of record on April 24, 2026. The rights become exercisable if any investor reaches 12.5% beneficial ownership without Board approval.

Each right lets holders buy one one-thousandth of a share of Series A Junior Participating Preferred Stock at a $17.00 purchase price, with terms designed so this fraction approximates one common share in economic value. The plan, which expires April 13, 2027 unless earlier redeemed or exchanged, aims to deter rapid or coercive stock accumulations while preserving the Board’s ability to evaluate qualifying offers, including via a stockholder-driven special meeting mechanism if at least 20% of shares demand a vote.

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Insights

Repay installs a one-year rights plan to counter rapid stake-building while preserving paths for qualifying bids.

Repay Holdings Corporation has approved a stockholder rights plan that is triggered at 12.5% beneficial ownership. This relatively low threshold makes it harder for any single investor or group to gain significant influence quickly through market purchases without engaging the Board.

The plan runs until April 13, 2027 and allows each right to purchase one one-thousandth of a preferred share at $17.00. If triggered, other holders can buy shares at a discount, diluting the Acquiring Person. This structure can deter hostile or coercive tactics but may also be viewed as a defensive measure that affects control dynamics.

A notable feature is the qualifying offer provision: if a fully financed, all-cash offer meeting plan criteria is not exempted within a 90-business-day Board evaluation period, holders of at least 20% of common stock can demand that it be put to a special meeting vote within a further 90-business-day window. Subsequent disclosures in company filings may clarify how frequently the Board uses exemptions or redemptions under this framework.

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 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Rights trigger threshold 12.5% beneficial ownership Ownership of outstanding Class A common stock that defines an Acquiring Person
Rights purchase price $17.00 per one-thousandth preferred share Price to purchase one one-thousandth of a Series A Junior Participating Preferred Share
Plan expiration date April 13, 2027 Scheduled expiration of the stockholder rights plan unless earlier redeemed or exchanged
Redemption price $0.001 per Right Amount payable if the Board redeems all rights before the distribution date
Record date for dividend April 24, 2026 Date as of which holders receive one preferred share purchase right per common share
Stockholder demand threshold 20% of common stock Ownership needed to demand a vote to exempt a qualifying offer
Board evaluation period 90 business days Period to consider exempting or redeeming rights after a qualifying offer begins
Special meeting window 90 business days Period after evaluation during which a special meeting must be held if demanded
stockholder rights plan financial
"REPAY adopts limited duration stockholder rights plan Board Takes Action"
A stockholder rights plan is a strategy used by a company to protect itself from unwanted takeovers by making it more difficult or expensive for an outside party to acquire a large ownership stake without approval. It often involves granting existing shareholders special rights that activate if someone attempts to buy a significant portion of the company, helping to safeguard the company's interests and giving investors confidence that decisions are made with stability in mind.
Acquiring Person financial
"A person or group that becomes the beneficial owner of the Triggering Percentage or more is called an “Acquiring Person.”"
Qualifying Offer financial
"In the event the Company receives a Qualifying Offer (as defined in the Rights Agreement)"
Distribution Date financial
"The date when the Rights become exercisable is the “Distribution Date.”"
The distribution date is the day a company, fund, or trust actually pays out cash or other assets to its shareholders or unitholders. Think of it as the payday when owners receive dividends, interest, or capital gains distributions; it matters to investors because it determines when you get the money, can affect the security’s price that day, and has tax and cash-flow consequences.
Certificate of Designation regulatory
"the Company has adopted a Certificate of Designation of Series A Junior Participating Preferred Stock"
beneficial ownership financial
"The term “beneficial ownership” is defined in the Rights Agreement and includes, among other things, certain securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Repay Holdings Corp false 0001720592 --12-31 0001720592 2026-04-13 2026-04-13
 
 

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 13, 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 1.01.

Entry into a Material Definitive Agreement.

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

 

Item 3.03.

Material Modification to Rights of Security Holders.

On April 13, 2026, the Board of Directors (the “Board”) of Repay Holdings Corporation (the “Company”) declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of Class A common stock, par value $0.0001 per share, of the Company (the “Common Stock”), and adopted a stockholder rights plan, as set forth in the Stockholder Rights Agreement, dated as of April 13, 2026 (the “Rights Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. The dividend is payable on April 24, 2026 to Company stockholders of record as of the close of business on April 24, 2026.

In general terms, the Rights Agreement imposes significant dilution upon any person or group (other than the Company, certain related persons and other exceptions as set forth in the Rights Agreement) that is or becomes the beneficial owner of 12.5% (the “Triggering Percentage”) or more of the Company’s outstanding Common Stock without the prior approval of the Board. A person or group that becomes the beneficial owner of the Triggering Percentage or more is called an “Acquiring Person.” Any Rights held by an Acquiring Person will be null and void and may not be exercised. Stockholders that beneficially own the Triggering Percentage or more of the Company’s outstanding Common Stock on the date the plan is adopted, are not considered Acquiring Persons; however, such stockholders generally may not acquire, or obtain the right to acquire, beneficial ownership of one or more additional shares of the Company’s outstanding Common Stock. The term “beneficial ownership” is defined in the Rights Agreement and includes, among other things, certain securities that may be exercised or converted into shares of Common Stock and certain derivative arrangements.

A summary of the Rights Agreement follows. This description is only a summary, is not complete, and should be read together with the entire Rights Agreement, which has been filed as an exhibit to this Form 8-K.

General.

The Rights. The Rights will initially trade with, and will be inseparable from, the Common Stock. The Rights are evidenced by certificates that represent shares of Common Stock or by Common Stock represented in the book entry account system. New Rights will accompany any new shares of Common Stock the Company issues after April 24, 2026 until the Distribution Date (as defined below).

Purchase Price. Each Right will allow its holder to purchase from the Company one one-thousandth of a share of the Company’s Series A Junior Participating Preferred Stock (the “Preferred Stock”) for $17.00, subject to certain adjustments (as adjusted from time to time, the “Purchase Price”), once the Rights become exercisable. This portion of a Preferred Stock will give the stockholder approximately the same dividend, voting, and liquidation rights as would one share of Common Stock. Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights.

Exercisability. The Rights will not be exercisable until ten (10) days after the public announcement that a person or group has become an “Acquiring Person.”

Certain synthetic interests in securities created by derivative positions – whether or not such interests are considered to be ownership of the underlying Common Stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934, as amended – are treated as beneficial ownership of the number of shares of Common Stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of Common Stock are directly or indirectly held by counterparties to the derivatives contracts. Swaps dealers unassociated with any control intent or intent to evade the purposes of the Rights Agreement are excepted from such imputed beneficial ownership.

The date when the Rights become exercisable is the “Distribution Date.” Until that date, the Common Stock certificates (or, in the case of uncertificated shares, by notations in the book-entry account system) will also evidence the Rights, and any transfer of shares of Common Stock will constitute a transfer of Rights. After that date, the Rights will separate from the Common Stock and be evidenced by book-entry credits or by Rights certificates that the Company will mail to all eligible holders of Common Stock. Any Rights held by an Acquiring Person are null and void and may not be exercised.

Qualifying Offer Provision. In the event the Company receives a Qualifying Offer (as defined in the Rights Agreement) and the Company does not redeem the outstanding Rights, the Company may exempt such Qualifying Offer from the Rights

 


Agreement, or call a special meeting of stockholders to vote on whether or not to exempt such Qualifying Offer from the Rights Agreement, in each case within 90 business days of the commencement of the Qualifying Offer (the “Board Evaluation Period”). The holders of record of 20% or more of the outstanding Common Stock (excluding shares of Common Stock that are beneficially owned by the person making the Qualifying Offer) may submit a written demand directing the Board to submit a resolution exempting the Qualifying Offer from the Rights Agreement to be voted upon at a special meeting to be convened within 90 business days following the last day of the Board Evaluation Period (the “Special Meeting Period”). The Board must take the necessary actions to cause such resolution to be submitted to a vote of stockholders at a special meeting within the Special Meeting Period; however, the Board may recommend in favor of or against or take no position with respect to the adoption of the resolution, as it determines to be appropriate in the exercise of the Board’s fiduciary duties.

Consequences of a Person or Group Becoming an Acquiring Person.

 

   

Flip In. If a person or group becomes an Acquiring Person, all holders of Rights except the Acquiring Person may, for $17.00, purchase shares of Common Stock with a market value of $34.00, based on the market price of the Common Stock prior to such acquisition.

 

   

Flip Over. If the Company is later acquired in a merger or similar transaction after the Distribution Date, all holders of Rights except the Acquiring Person may, for $17.00, purchase shares of the acquiring corporation with a market value of $34.00 based on the market price of the acquiring corporation’s common stock, prior to such merger.

 

   

Notional Shares. Shares held by affiliates, associates or, in certain cases, any transferee of an Acquiring Person, and Notional Shares (as defined in the Rights Agreement) held by counterparties to a Derivatives Contract (as defined in the Rights Agreement) with an Acquiring Person, will be deemed to be beneficially owned by the Acquiring Person.

Preferred Stock Provisions.

Each one one-thousandth of a share of Preferred Stock, if issued:

 

   

will not be redeemable.

 

   

will entitle holders to quarterly dividend payments of $1.00 per share, or an economically equivalent amount to the dividend paid on one share of Common Stock, whichever is greater.

 

   

will entitle holders upon liquidation either to receive $1.00 per one-thousandth of a share of Preferred Stock, or an economically equivalent amount to the payment made on one share of Common Stock, whichever is greater.

 

   

will have the same voting power as one share of Common Stock.

 

   

if shares of Common Stock are exchanged via merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of Common Stock.

The value of one one-thousandth interest in a share of Preferred Stock should approximate the value of one share of Common Stock.

Expiration. The Rights will expire on April 13, 2027, or such earlier date as provided in the Rights Agreement.

Redemption. The Board may redeem the Rights for $0.001 per Right at any time before the Distribution Date. If the Board redeems any Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of Rights will be to receive the redemption price of $0.001 per Right. The redemption price will be adjusted if the Company has a stock split or stock dividends of the Common Stock.

Exchange. After a person or group becomes an Acquiring Person, but before any person (subject to certain exceptions as described in the Rights Agreement) owns more than 50% of the outstanding Common Stock, the Board may extinguish the Rights by exchanging one share of Common Stock, or an equivalent security for each Right, other than Rights held by the Acquiring Person.

Anti-Dilution Provisions. The Board may adjust the Purchase Price payable, the number of Preferred Stock issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, a reclassification of the Preferred Stock or Common Stock. No adjustments to the Purchase Price of less than 1% will be made.


Amendments. For so long as the Rights are redeemable, the Company may, from time to time, supplement or amend the Rights Agreement without the approval of any holders of Rights. At any time when the Rights are not redeemable, the Company may amend or supplement the Rights Agreement without the approval of any holders of Rights in order to (i) cure any ambiguity, (ii) correct or supplement any provision of the Rights Agreement that may be defective or inconsistent with any other provision of the Rights Agreement, (iii) shorten or lengthen any time period in the Rights Agreement or (iv) otherwise change, amend or supplement any provision that the Company may deem necessary or desirable. However, from and after the time when the Rights are no longer redeemable, the Rights Agreement may not be amended or supplemented in any manner that would adversely affect the interests of the holders of Rights (other than holders of Rights that have become null and void).

The Rights Agreement is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The description of the Rights Agreement herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.1.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the adoption of the Rights Agreement, the Company has adopted a Certificate of Designation of Series A Junior Participating Preferred Stock (the “Certificate of Designation”). The Certificate of Designation was filed with the Secretary of State of the State of Delaware on April 14, 2026. See the description of the Rights Agreement in Item 3.03 of this Current Report on Form 8-K for a more complete description of the rights and preferences of the Preferred Stock. The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

The Certificate of Designation is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The description of the Certificate of Designation herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 3.1.

 

Item 7.01.

Regulation FD Disclosure.

On April 14, 2026, the Company issued a press release announcing the adoption of the Rights Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01.

As provided in General Instruction B.2 of Form 8-K, the information and exhibits contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, 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

 3.1    Certificate of Designation for Series A Junior Participating Preferred Stock of Repay Holdings Corporation.
 4.1    Stockholder Rights Agreement, dated as of April 13, 2026, by and between Repay Holdings Corporation and Continental Stock Transfer & Trust Company.
99.1    Press Release, dated April 14, 2026, issued 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 14, 2026     By:  

/s/ Tyler B. Dempsey

      Tyler B. Dempsey
      General Counsel and Corporate Secretary

Exhibit 99.1

REPAY Adopts Limited Duration Stockholder Rights Plan

Board Takes Action to Protect the Best Interests of All Stockholders

in Response to Rapid Stock Accumulation

ATLANTA—(BUSINESS WIRE)— April 14, 2026— Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of integrated payment processing solutions, today announced that its Board of Directors (the “Board”) has approved the adoption of a limited-duration stockholder rights plan (the “Rights Plan”) to protect the interests of all stockholders.

The Rights Plan is effective immediately and will expire on April 13, 2027, unless the Rights are earlier redeemed or exchanged. The Board intends to seek stockholder approval for any extension of the Rights Plan beyond its term.

The Board adopted the Rights Plan in response to the significant accumulation of the Company’s common stock. The Rights Plan is designed to allow all stockholders the opportunity to realize the long-term value of their investment by protecting against the accumulation of negative or actual control through open market purchases or other coercive tactics without appropriately compensating the Company’s stockholders or allowing the Board sufficient time to make informed judgments.

About the Rights Plan

The Rights Plan is similar to plans adopted by other publicly traded companies and is not intended to deter offers or preclude the Board from considering offers that are fair and otherwise in the best interests of the Company and its stockholders.

Pursuant to the Rights Plan, REPAY will issue, by means of a dividend, one preferred share purchase right for each outstanding share of Class A common stock to stockholders of record as of the close of business on April 24, 2026. Under the Rights Plan, the rights generally become exercisable if a person or group acquires beneficial ownership of 12.5% or more of the outstanding Class A common stock or if any existing stockholder that already beneficially owns 12.5% or more of the outstanding Class A common stock subsequently increases its ownership by one or more shares. In the event the rights become exercisable, each holder of a right (other than the person or group triggering the Rights Plan, whose rights will become void and will not be exercisable) will be entitled to purchase, at the purchase price, additional shares of Class A common stock at a significant discount to the then-current market price.

The Rights Plan includes a qualifying offer provision. If the Company receives a qualifying offer (as defined in the Rights Plan) that the Board has not exempted from the Rights Plan (or otherwise redeemed the rights) within 90 business days, stockholders holding at least 20% of the outstanding shares of Class A common stock may submit to the Board a demand directing the Board to submit the offer to a stockholder vote at a special meeting. This feature provides stockholders with a clear path to have a qualifying all-cash, fully financed offer considered and voted on, even if the Board has not redeemed the rights.

The Rights Plan does not contain any dead-hand, slow-hand, no-hand or similar feature. Further details about the Rights Plan will be contained in a Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”).

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.


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 the impacts of the Rights Plan, future stockholder engagement and other statements identified by words such as “can,” “may,” “will,” “expect,” “anticipate,” “estimate,” “believe,” “projection” or words of similar meaning. 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 the Company’s control.

The factors disclosed in REPAY’s reports filed with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025 and those identified elsewhere in this communication 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. 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. 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.

Investor Relations

ir@repay.com

Media Contact: Phil Denning and Devin Broda, ICR

Phil.Denning@icrinc.com / Devin.Broda@icrinc.com

FAQ

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

Repay Holdings Corporation adopted a limited-duration stockholder rights plan, issuing one preferred share purchase right for each Class A common share. The plan seeks to address rapid stock accumulation and protect all stockholders’ ability to realize long-term value from their investment in the company.

How does Repay’s new stockholder rights plan for RPAY shares work?

Repay’s plan grants one right per Class A common share, initially trading together with the stock. If an investor hits the 12.5% beneficial ownership threshold without Board approval, other rightsholders can buy additional equity at a discount, significantly diluting the triggering investor’s position.

When do Repay’s rights become exercisable and when do they expire?

The rights become exercisable ten days after a public announcement that an investor or group has become an Acquiring Person by reaching 12.5% ownership. They expire on April 13, 2027, unless previously redeemed by the Board or exchanged for common stock or an equivalent security.

What is the ownership trigger level in Repay’s rights plan for RPAY stock?

The rights plan generally triggers when any person or group becomes the beneficial owner of 12.5% or more of outstanding Class A common stock without prior Board approval. Existing holders at or above that level cannot increase their beneficial ownership by even one additional share.

What can Repay stockholders buy with each right and at what price?

Each right allows the holder to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock from Repay at a purchase price of $17.00. This fraction is designed so its dividend, voting and liquidation rights approximate those of one common share.

How can RPAY stockholders force a vote on a qualifying takeover offer?

If Repay receives a qualifying all-cash, fully financed offer that is not exempted or redeemed within 90 business days, stockholders holding at least 20% of outstanding Class A common stock may demand a special meeting where stockholders can vote on exempting that offer from the rights plan.

Can Repay’s Board redeem or amend the stockholder rights plan?

Repay’s Board may redeem all rights for $0.001 per right any time before the distribution date and can amend the rights agreement while rights are redeemable. After that, amendments are limited and cannot adversely affect non-void rightsholders’ interests under the plan’s terms.

Filing Exhibits & Attachments

6 documents