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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 faces renewed activist pressure from Veradace and its principals. The investor group reports beneficial ownership of 7,301,290 shares of Class A common stock, or about 8.1% of the company, with Alexander Vezendan deemed to beneficially own 7,370,790 shares, or about 8.2%, including personal holdings and shares held by the fund.
The group has withdrawn its prior nominations of Alexander Vezendan and Mr. Jacobs to Repay’s board, but now plans to withhold votes for all incumbent directors at the 2026 annual meeting. In a press release and open letter, they state that they believe urgent governance changes are needed, citing the board’s handling of a recent acquisition proposal from Forager Capital, the decision to acquire KUBRA, and compensation practices they view as overly dilutive and rewarding underperformance.
Watkin Richard Jason reported acquisition or exercise transactions in this Form 4 filing.
Repay Holdings Corp granted President of KUBRA, Richard Jason Watkin, 833,333 restricted stock units tied to its Class A common stock. These RSUs vest in three equal annual installments starting on June 1, 2027. The award was made as a material inducement to his acceptance of employment under NASDAQ Listing Rule 5635(c)(4), outside the company’s Amended and Restated Omnibus Incentive Plan. Following this grant, he is reported as holding 833,433 shares or units directly.
Forager Fund and related parties report a 12.4% stake in Repay Holdings Corp and escalate their activist stance. The group reports beneficial ownership of 11,106,648 shares of Class A common stock, based on 89,672,978 shares outstanding as of April 29, 2026. On June 3, 2026, they issued a press release stating they intend to withhold their votes from all directors standing for election at the June 10, 2026 Annual Meeting. The press release, filed as an exhibit, cites concerns about board engagement and governance. The group also states it continues to believe a transaction involving Repay may be in stockholders’ best interests and remains open to discussions, while emphasizing there is no assurance any transaction will be agreed or completed.
Repay Holdings Corp Chief Technology Officer David M. Guthrie reported routine equity compensation activity. He acquired 1,000 shares of Class A common stock at $2.85 per share through the company’s 2021 Employee Stock Purchase Plan. To cover associated tax obligations, 79 shares valued at $3.88 per share were withheld. After these transactions, he directly holds 458,106 Class A common shares.
Repay Holdings Corp executive Richard Jason Watkin, President of KUBRA, filed an initial ownership report on Form 3. He reports direct beneficial ownership of 100 shares of the company’s Class A Common Stock. This filing records his starting equity position as an officer rather than any new transaction.
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.
Forager Fund, L.P. and affiliated reporting persons disclose beneficial ownership of 11,106,648 shares of Repay Holdings Corp, representing 12.4% of the Class A common stock. They report a non-binding proposal to acquire all outstanding shares for $4.80 per share in cash.
The filing notes 89,672,978 shares of common stock outstanding as of April 29, 2026, based on the company’s Form 10-Q. On May 27, 2026, the reporting persons issued a public letter to stockholders regarding the board’s response to this proposal and state they remain willing to engage in discussions.
The proposal is expressly non-binding and subject to multiple contingencies, including approval by Repay’s board of directors and negotiation and completion of a definitive agreement, with no assurance that any transaction will be consummated.
Forager Fund L.P. and affiliated reporting persons have amended their Schedule 13D on Repay Holdings Corp. They report beneficial ownership of 11,106,648 shares of Class A common stock, representing 12.4% of the company’s outstanding shares based on 89,672,978 shares outstanding as of April 29, 2026. The group recently issued a public letter to stockholders after the board responded to their non-binding proposal to acquire all outstanding shares for $4.80 per share in cash. They state they continue to believe a transaction may be in stockholders’ best interests and remain willing to engage in discussions, while emphasizing there is no assurance any definitive agreement or transaction will be completed.
Repay Holdings Corp ownership disclosure: AQR Capital Management, LLC and AQR Capital Management Holdings, LLC report beneficial ownership of 5,510,539 shares of Class A Common Stock, representing 6.42% of the class. The reported amount includes Convertible Notes representing 1,517,928 shares.
The filing lists shared voting power of 5,330,027 shares and shared dispositive power of 5,510,539 shares. AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC.