Every 8-K that Repay Hldgs Corp (RPAY) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow RPAY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full RPAY filings page.
Repay Holdings Corporation (REPAY) filed an amended report to add full financial statements for its June 1, 2026 acquisition of KUBRA Holdings, Inc. and KUBRA Data Transfer Ltd., and to present unaudited pro forma results combining the two businesses. REPAY paid $354.1 million in cash for KUBRA, funded with cash on hand and a new $500 million term loan facility, of which about $360.6 million of new long‑term debt is reflected in the pro forma balance sheet.
KUBRA generated $246.6 million of revenue and $10.8 million of net income in 2025, with cash from operations of $33.6 million. For the three months ended March 31, 2026, KUBRA reported revenue of $65.1 million and net income of $1.9 million. Its 2025 total assets were $363.6 million, including significant goodwill and intangible assets. The pro forma statements show how REPAY’s revenue, expenses, interest costs, taxes, and goodwill would have looked had the acquisition been effective from the start of 2025, using acquisition‑method accounting under ASC 805.
Repay Holdings Corporation reported strong top-line growth for the quarter ended June 30, 2026, driven by the newly acquired KUBRA business. Revenue rose 33% year-over-year to $100.7 million, with Consumer Payments revenue up 33% and Business Payments up 32%. Organic revenue growth was 6% overall, including 4% in Consumer Payments and 32% in Business Payments, or 19% on a normalized basis excluding political media contributions.
Adjusted EBITDA increased to $36.3 million, up 14% from a year ago, while the company still recorded a GAAP net loss of $11.5 million. Cash generation was strong: operating cash flow was $40.2 million and free cash flow was $27.4 million, representing 75% free cash flow conversion. KUBRA contributed about $21 million of June revenue and is expected to add $150–154 million of 2026 revenue and $27.5–30 million of Adjusted EBITDA.
REPAY reiterated its full-year 2026 outlook, guiding to $490–500 million of revenue, $168.5–176 million of Adjusted EBITDA, 30% free cash flow conversion and 35% Adjusted free cash flow conversion, and targets net leverage below 3x within 18 months. Long-term debt increased to $748.1 million following the KUBRA financing.
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.
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.
Repay Holdings Corporation reported results from its annual stockholder meeting. Stockholders approved the Third Amended and Restated Omnibus Incentive Plan, which increases the shares available for awards by 2,500,000, bringing total authorized shares under the plan to 24,726,728 and extending its term to April 29, 2036.
All six director nominees were elected to terms expiring at the 2027 annual meeting. Stockholders also approved, on a non-binding advisory basis, the compensation of the named executive officers. They further approved the amended and restated incentive plan and ratified the Audit Committee’s appointment of Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026.
Repay Holdings Corporation completed its acquisition of KUBRA for $372 million in cash and put new long-term financing in place. The company entered a new Credit Agreement including a $500.0 million senior secured first lien term loan and a $100.0 million senior secured first lien revolving credit facility, which will support the purchase, refinance existing debt, and fund general corporate needs.
REPAY now expects KUBRA to contribute $150–154 million of revenue and $27.5–30 million of Adjusted EBITDA for the remainder of 2026. The company raised its full‑year 2026 outlook to revenue of $490–500 million and Adjusted EBITDA of $168.5–176 million, projects combined net leverage of about 4.0x at closing, and targets lowering net leverage to below 3.0x within 18 months, helped by an identified synergy and savings plan.
Repay Holdings Corporation (REPAY) reported first quarter 2026 revenue of $80.8 million, up 4% from $77.3 million a year earlier, with total gross profit of $61.5 million and a steady 76% gross margin. The company recorded a net loss of $10.0 million versus a $8.2 million loss in 2025, while non-GAAP Adjusted EBITDA rose to $34.4 million from $33.2 million.
Operating cash flow improved sharply to $16.8 million, and Free Cash Flow turned positive at $5.4 million, a meaningful swing from negative $8.0 million last year. Consumer Payments revenue grew 4% and Business Payments 18%, with AP supplier network size increasing about 70% year over year.
Management reiterated expectations for double-digit revenue growth in 2026 and raised full-year Adjusted EBITDA guidance to $141–146 million on unchanged revenue guidance of $340–346 million and Free Cash Flow Conversion of 45%. REPAY also highlighted progress toward closing its pending KUBRA acquisition, which is excluded from the 2026 outlook.
Repay Holdings Corporation released preliminary, unaudited results for the first quarter of 2026 and raised its full-year Adjusted EBITDA outlook. Q1 revenue is expected between $80.5 million and $81.0 million, about 4% higher year-over-year, with strong contribution from business payments.
Consumer Payments revenue is expected to grow about 4% year-over-year, while Business Payments revenue is expected to grow about 18%. Adjusted EBITDA is projected at $33.8 million to $34.3 million, implying roughly 42% Adjusted EBITDA margins, and Free Cash Flow of $5.0 million to $5.5 million, about 15% Free Cash Flow Conversion. REPAY completed a buyout of a strategic distribution partner during the quarter, with a one-time cash payment and a positive impact on Adjusted EBITDA.
For full-year 2026, revenue guidance is reaffirmed at $340 million to $346 million, while Adjusted EBITDA guidance is increased to $141 million to $146 million, implying roughly 42% margins, and Free Cash Flow Conversion is reiterated at 45%. The 2026 outlook excludes any contribution from the pending KUBRA acquisition.
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.
Repay Holdings Corporation agreed to acquire KUBRA for approximately $372 million in an all-cash deal, funded by cash on hand and committed debt financing. Truist has provided a $500 million term loan commitment and a $100 million undrawn revolving credit facility.
KUBRA is a bill payment and customer communications platform serving more than 250 clients and reaching over 40% of households in the U.S. and Canada. On a combined basis, 2025 Revenue is projected at about $548 million and Adjusted EBITDA at about $178 million, excluding synergies.
REPAY expects at least $15 million of annual run-rate cost synergies and about $5 million of technology savings by 2028, plus roughly $5 million in revenue opportunities. Net leverage is expected to be around 4.0x at closing, with a goal of below 3.0x within 18 months. Closing is targeted for the second quarter of 2026, subject to antitrust and other regulatory approvals. The stock purchase agreement includes an $18.6 million termination fee payable to the seller if REPAY fails to close in certain circumstances.
Repay Holdings Corporation reported a sharp GAAP loss for 2025 driven by large non‑cash goodwill impairments but continued to generate solid cash flow and outlined growth plans for 2026. Full‑year 2025 revenue was $309.3 million versus $313.0 million a year earlier, while gross profit slipped to $232.0 million from $241.4 million. Net loss widened to $271.1 million from $10.3 million, including $242.7 million of goodwill and related impairment charges, with Q4 2025 net loss at $148.3 million on revenue of $78.6 million.
On an adjusted basis, 2025 Adjusted EBITDA was $128.6 million with a 42% margin and Free Cash Flow was $49.1 million, a 38% conversion of Adjusted EBITDA. Excluding cyclical political media revenue, management cites 2025 revenue growth of 3% and gross profit growth of 1%. For 2026, the company targets revenue of $340–346 million, Adjusted EBITDA of $136.5–141.5 million, Adjusted EBITDA margins around 40%, and Free Cash Flow conversion above 45%.
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.
Repay Holdings Corporation announced that co-founder and President Shaler V. Alias will leave the company effective February 27, 2026. On that date, he will also resign from the board of directors and receive severance benefits under his executive employment agreement.
The company described the transition as mutual and amicable. REPAY does not plan to fill the President role at this time. Chief Executive Officer John Morris and the existing executive leadership team will continue to oversee day-to-day operations and strategic initiatives, signaling continuity in management despite the leadership change.
Repay Holdings Corporation reported a leadership change in its consumer payments business. On December 8, 2025, the company notified Jacob H. Moore, its Executive Vice President – Consumer Payments, that his employment will end effective December 23, 2025.
This represents the planned departure of a senior operating executive responsible for the consumer payments segment. The disclosure focuses on formally documenting this change in executive leadership.
Repay Holdings Corporation (RPAY) furnished an 8-K announcing quarterly results. The company issued a press release with results for the quarter ended September 30, 2025, and made an earnings supplement and investor presentation available on its investor relations site. These materials are attached as Exhibits 99.1, 99.2, and 99.3.
The disclosures under Items 2.02 and 7.01 are furnished pursuant to General Instruction B.2 and are not deemed “filed” under the Exchange Act. RPAY’s Class A common stock trades on The Nasdaq Stock Market LLC.
Repay Holdings Corporation announced that director Robert H. Hartheimer resigned from its Board of Directors, effective immediately, on October 27, 2025. The company stated that his resignation was not the result of any disagreements with Repay regarding operations, policies, or practices.
Repay’s Class A common stock trades on Nasdaq under the symbol RPAY. The filing does not indicate any changes to strategy or governance policies beyond this board transition.
Repay Holdings Corporation announced the appointment of Robert S. Houser as Chief Financial Officer, effective September 8, 2025, replacing the companys Interim CFO who will resume his prior accounting role. Mr. Houser joins from Conduent and has prior payments and fintech experience at Fiserv and other corporations.
The Employment Agreement sets a minimum annual base salary of $400,000, a target annual cash bonus of 60% of base salary, one-time cash signing bonuses totaling $250,000, and a one-time restricted stock award valued at $700,000 that vests over four years. The agreement provides an 18-month severance period (extended to 30 months around a change in control) and customary confidentiality, non-solicit and non-compete restrictions.