Repay Holdings Enters Cooperation Agreement; Appoints Director Zachary Sadek

What Happened

• Repay Holdings Corporation announced on July 13, 2026 that it entered into a Cooperation Agreement with PCP Managers II, L.P. and increased its Board from six to seven members by appointing Zachary F. Sadek to the Board effective July 13, 2026.
• Mr. Sadek’s initial term runs through the Company’s 2027 annual meeting of stockholders, and the Company agreed to nominate him for election at that meeting (unless he departs the Board beforehand). A press release announcing the appointment and agreement was issued July 13, 2026 and the Form 8‑K was filed July 14, 2026.

Key Details

• Board size increased from 6 to 7 directors; Zachary F. Sadek added effective July 13, 2026.
• Mr. Sadek’s initial term expires at the 2027 Annual Meeting (including any adjournments/postponements).
• Cooperation Agreement includes customary standstill and confidentiality provisions that remain in effect until the earlier of (a) 30 days after Mr. Sadek’s departure from the Board or (b) the day after the conclusion of the 2027 Annual Meeting, subject to certain exceptions.
• The Company committed to nominate Mr. Sadek for election at the 2027 Annual Meeting, with the obligation terminating if he leaves the Board.

Why It Matters

• This is a governance development: the Board seat addition and appointment add a director aligned via a formal agreement with a significant investor (PCP Managers II).
• The Cooperation Agreement’s standstill and nomination commitments can limit activist actions by the investor counterparty for a defined period and signal a negotiated, cooperative approach to shareholder engagement.
• For investors, the change could influence future board votes and oversight of strategy; it is a material corporate governance event disclosed in the Form 8‑K.