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.
Morrow Matthew Edward reported acquisition or exercise transactions in this Form 4 filing.
Repay Holdings Corp Executive Vice President Matthew Edward Morrow received a grant of 260,416 shares of restricted Class A common stock as compensation. The award vests in four equal annual installments starting on May 12, 2027, and was issued as an inducement to his employment, outside the company’s omnibus incentive plan. Following this grant, he directly holds 260,416 shares.
Repay Holdings Corp Executive Vice President Matthew Edward Morrow filed an initial Form 3 reporting his status as an officer of the company. The filing does not list any equity transactions or derivative positions, indicating no reportable trades or option exercises at this time.
Repay Holdings Corp's Chief Accounting Officer, Thomas Eugene Sullivan, reported a routine tax-related share disposition. On the vesting of previously granted time-based restricted stock, 3,897 shares of Class A Common Stock were withheld at $3.49 per share to cover his tax liability, leaving him with 244,664 shares directly owned.
Repay Holdings Corporation reported a net loss for the quarter ended March 31, 2026 while modestly growing revenue and preparing for a major acquisition. Revenue rose to $80.8 million, up 4.5% from $77.3 million a year earlier, driven by growth from newly signed and existing clients across both Consumer and Business Payments segments.
The company posted a net loss of $10.0 million, compared with a $8.2 million loss in the prior-year quarter, as higher interest expense and a larger fair value loss on its tax receivable agreement offset operating improvements. Adjusted EBITDA increased slightly to $34.4 million from $33.2 million, reflecting stable underlying profitability.
Repay used cash and new borrowing to reshape its balance sheet. Cash, cash equivalents and restricted cash declined to $86.8 million, and total borrowings stood at $397.5 million in principal, including $287.5 million of 2029 Convertible Senior Notes and $110.0 million drawn on its revolving credit facility. The tax receivable agreement liability was $191.8 million.
Strategically, Repay completed a $22.5 million asset purchase from a distribution partner, mainly buying out economic interests in a commercial arrangement. It also agreed to acquire KUBRA for approximately $372 million, to be financed with cash on hand and planned new credit facilities totaling $600 million, with closing expected in the second quarter of 2026 subject to regulatory approvals and customary conditions.
Subsequent to quarter-end, the board adopted a stockholder rights plan that issues one preferred share purchase right for each Class A common share and is designed to dilute any investor acquiring 12.5% or more of the outstanding Class A common stock without prior board approval.
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.