Repay Holdings Corp 8-K

What Happened
Repay Holdings Corporation announced on April 14, 2026 that its Board adopted a Stockholder Rights Agreement dated April 13, 2026 and declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of Class A common stock. The Rights will be payable to holders of record as of the close of business on April 24, 2026 and initially trade attached to the common stock. The Rights Agreement names Continental Stock Transfer & Trust Company as rights agent. The Company also filed a Certificate of Designation for Series A Junior Participating Preferred Stock with the Delaware Secretary of State on April 14, 2026.

Key Details

• Triggering threshold: a person or group becomes an "Acquiring Person" at beneficial ownership of 12.5% or more of outstanding Common Stock (subject to specified exceptions).
• Exercise terms: each Right allows purchase of 1/1,000th of a Series A Junior Participating Preferred share for $17.00 (the Purchase Price), subject to adjustment.
• Flip-in value: if an Acquiring Person emerges, holders (other than the Acquiring Person) may buy Common Stock (or equivalent) with market value approximately $34.00 for $17.00.
• Timing & expiration: Rights are not exercisable until 10 days after public announcement of an Acquiring Person (the Distribution Date) and expire April 13, 2027 (unless earlier redeemed or exchanged).
• Redemption & exchange: the Board may redeem all Rights for $0.001 per Right before the Distribution Date or exchange one share of Common Stock for each Right after an Acquiring Person arises (subject to limitations).
• Treatment of derivatives: certain synthetic/derivative positions and related "Notional Shares" can be treated as beneficial ownership for determining the Triggering Percentage (with specified exceptions).

Why It Matters
This is an anti-takeover (commonly called a "poison pill") measure that is designed to deter any investor or group from acquiring a significant stake (12.5% or more) without Board approval. For retail shareholders, the Rights generally do not change day-to-day ownership or voting rights unless a triggering event occurs, but they can materially dilute the economic position of any investor who crosses the threshold. The Board retains flexibility to redeem Rights, exempt certain bona fide offers, or submit exemptions to a stockholder vote, so the plan may affect the dynamics and negotiation leverage in any future takeover or acquisition activity. Investors should note the Distribution Date mechanics, the $17.00 purchase price, the April 13, 2027 expiration, and the treatment of derivative positions when assessing potential impacts.