Repay Holdings Corp 8-K

What Happened
Repay Holdings Corporation (REPAY) announced on March 30–31, 2026 that it entered into a Stock Purchase Agreement to acquire all issued and outstanding stock of KUBRA (Kubra US and Kubra Canada). The aggregate consideration at closing is approximately $372 million, subject to customary purchase price adjustments. REPAY expects the deal to close in Q2 2026 and has provided the seller a Debt Commitment Letter from Truist Bank and Truist Securities committing (subject to conditions) a $500 million term loan facility and a $100 million revolving facility to help fund the transaction.

Key Details

• Purchase Agreement dated March 30, 2026; REPAY filed the 8-K on March 31, 2026.
• Approximate purchase price: $372 million (subject to customary closing adjustments).
• Debt Commitment: $500M term loan + $100M revolver from Truist (commitment subject to conditions and definitive documentation).
• No financing contingency in the Purchase Agreement; failure to close due to REPAY’s inability to obtain Debt Financing can allow the seller to terminate and trigger an $18.6 million termination fee.
• Closing is conditioned on HSR waiting period expiration, other regulatory approvals, and customary closing conditions; agreement contains mutual termination rights and a outside date of September 30, 2026.

Why It Matters
This 8-K signals a material acquisition that expands REPAY’s business through the purchase of KUBRA and will be partially funded with new debt. Investors should note the size of the deal relative to REPAY’s capital plan, the committed but conditional nature of the Debt Financing, and the lack of a financing contingency in the purchase agreement — which could expose REPAY to an $18.6M termination fee if financing is not secured. The transaction remains subject to antitrust and other regulatory clearances and customary closing conditions.