Repay Holdings Corporation filed an amendment to its annual report for the year ended December 31, 2025 to add full Part III disclosures on directors, governance and executive compensation. The filing details board composition, committee memberships, stock ownership and insider trading policies, and a Dodd-Frank-compliant clawback policy.
Repay highlights a refreshed leadership team, including a new Chief Financial Officer appointed in September 2025, and describes its pay-for-performance approach. For 2025, revenue decreased about 1% year-over-year, with normalized revenue growth of 3%, an Adjusted EBITDA margin of roughly 42% and Free Cash Flow Conversion of about 38%.
Executive pay remained largely unchanged versus 2024 for continuing officers, with the CEO’s 2025 target total compensation at $7.5 million, heavily weighted toward equity and variable incentives. Annual incentive payouts for named executives averaged about 77% of target, and performance-based stock awards tied to 2023–2025 relative total shareholder return paid out at 0%, reinforcing the link between realized compensation and shareholder outcomes.
Repay Holdings Corp is the focus of a new Schedule 13D/A amendment from Veradace entities and principals Alexander Vezendan and John Conlin. Together they report beneficial ownership of 7,260,090 Class A shares, representing about 8.6% of Repay’s outstanding Class A stock.
The Fund holds 7,190,590 shares plus options to acquire 110,400 additional shares, while Vezendan directly owns 69,500 shares, or 0.1% of the class. The filing states that Fund purchases, totaling $31,098,014, came from working capital and Vezendan’s $246,500 of shares came from personal savings, with any margin use limited to ordinary-course brokerage accounts.
The group has notified Repay that it is nominating Vezendan and William Jacobs for election at the 2026 annual meeting, and it urges the board to waive the nomination deadline in light of what it describes as a material change in circumstances for stockholders. The Fund also holds American-style call options on 110,400 shares with a $7.50 exercise price expiring June 30, 2026.
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 Corp received a non-binding buyout proposal from Forager-affiliated investors. On April 17, 2026, they offered to acquire all Repay shares they do not already own for $4.80 per share in cash.
The Forager group reports beneficial ownership of 12.9% of Repay’s Class A common stock, based on 85,880,982 shares outstanding as of March 4, 2026. The proposal is subject to negotiation, board approval and multiple contingencies, and there is no assurance a definitive agreement or transaction will be completed.
Veradace Capital Management and affiliates have filed a Schedule 13D on Repay Holdings Corp, disclosing an activist equity stake. Through Veradace Partners, they beneficially own 7,355,504 securities, consisting of 7,245,104 common shares and options to acquire 110,400 shares, representing 8.6% of Repay’s Class A shares based on 85,880,982 shares outstanding as of March 4, 2026. The Fund spent approximately $31.3 million to build the position, funded from its working capital and executed in open-market trades, some in margin accounts.
Veradace originally invested passively but now argues that changes are needed to maximize shareholder value. It has raised concerns with management about Repay’s multi‑year performance, shareholder opposition to the KUBRA Data Transfer LTD acquisition, and the lack of shareholder representation on the board. Veradace is asking for two shareholder‑supported directors and plans to continue engaging on board composition, capital allocation and strategy, while reserving the right to increase, reduce or hedge its position.
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.
Forager Fund and its affiliates report a 12.9% beneficial ownership stake in Repay Holdings Corp’s Class A common stock. They report beneficial ownership of 11,106,648 shares. The percentage is based on 85,880,982 shares outstanding as of March 4, 2026, from Repay’s Form 10-K.
The filing shows recent open-market purchases by Forager Fund: 350,000 shares at $2.42 on April 7, 2026; 484,720 shares at $2.57 on April 8, 2026; and 78,991 shares at $2.68 on April 9, 2026. Forager Fund and Forager Capital Management hold sole voting and dispositive power, while managing partners Edward Kissel and Robert MacArthur share voting and dispositive power through their roles at the general partner.
Repay Holdings Corp reported that entities affiliated with Forager Capital made open-market purchases of its Class A common stock, and this Form 4 amendment corrects the original filing to show the trades as acquisitions rather than dispositions. Forager Fund, L.P. bought a total of 913,711 shares across three days at weighted average prices of $2.42, $2.57 and $2.68 per share. Following these transactions, Forager Fund directly holds 11,106,648 shares, and Forager Capital Management, LLC directly holds 100 shares. Principals Edward Kissel and Robert MacArthur share voting and dispositive authority through the general partner, and all reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest.
Repay Holdings Corp large shareholder Forager Fund, L.P., together with related reporting persons, amended a prior insider filing to show that they bought, rather than sold, shares of Class A common stock. On April 1, they made open-market purchases of 488,391 shares at a weighted average price of $2.54 per share, followed on April 2 by 461,609 shares at a weighted average price of $2.53 per share. After these transactions, the reporting group held 10,192,937 shares of Class A common stock, with 100 shares held directly by Forager Capital Management, LLC and the remainder by Forager Fund, L.P. The filing notes that prices reflect weighted averages over multiple trades in ranges between $2.42–$2.60 and that each reporting person disclaims beneficial ownership beyond their pecuniary interest.