UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 0110, 2026

REPAY HOLDINGS CORPORATION

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-38531	00-0000000
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3060 Peachtree Road NW Suite 1100
Atlanta, Georgia		30305
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 404 504-7472

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	RPAY	The Nasdaq Stock Market LLC
Preferred Stock Purchase Rights	N/A	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0102 EntryDeparture intoof aDirectors Materialor DefinitiveCertain AgreementOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 110, 2026 ~~(the “Closing Date”)~~, Repay Holdings Corporation (the “Company”) orheld its annual meeting of the stockholders (the “~~REPAY~~Annual Meeting”),. ~~its~~At ~~wholly~~the ~~owned~~Annual ~~subsidiary~~Meeting, ~~Hawk~~the ~~Parent~~Company’s stockholders approved the Repay Holdings ~~LLC,~~Corporation aThird ~~Delaware~~Amended ~~limited~~and ~~liability~~Restated ~~company~~Omnibus Incentive Plan (the “~~Borrower~~Third Amended and Restated Plan”). The Third Amended and ~~certain~~Restated ~~subsidiaries~~Plan ofhad previously been approved by the Company’s ~~party~~board ~~thereto,~~of asdirectors ~~guarantors~~on April 30, ~~entered~~2026, ~~into~~subject ato ~~Credit~~stockholder ~~Agreement~~approval. (The purpose of the ~~“Credit~~Third ~~Agreement”~~Amended and Restated Plan is to: (i) ~~with~~increase ~~certain~~the ~~financial~~number ~~institutions~~of ~~party~~shares ~~thereto,~~that may be granted as ~~lenders~~awards by 2,500,000; (ii) extend the term of the Third Amended and ~~Truist~~Restated ~~Bank~~Plan to April 29, 2036; and (iii) make other updates as ~~administrative~~described ~~agent~~further in the Third Amended and Restated Plan. A total of 24,726,728 shares of the Company’s Class A common stock are authorized for issuance under the Third Amended and Restated Plan.

~~The~~More ~~Credit~~detailed ~~Agreement~~descriptions ~~provides~~of ~~for~~the ~~(i)~~material aterms ~~senior~~of ~~secured~~the ~~first~~Third ~~lien~~Amended ~~term~~and ~~loan~~Restated ~~facility~~Plan inare anincluded ~~aggregate~~in ~~principal amount of $500.0 million (~~the ~~“Term~~Company’s ~~Loan~~definitive ~~Facility”)~~proxy ~~and~~statement ~~(ii)~~on aSchedule ~~senior~~14A ~~secured~~filed ~~first~~with ~~lien~~the ~~revolving~~Securities ~~credit~~and ~~facility~~Exchange inCommission an(the ~~aggregate~~“SEC”) ~~principal~~on ~~amount~~May of11, ~~$100.0~~2026 ~~million~~ (the “~~Revolving~~Proxy ~~Credit Facility~~Statement”), ~~which~~under ~~includes~~the aheading ~~$15.0~~“Proposal ~~million~~Three: ~~sublimit~~Approval ~~for letters~~ of ~~credit~~the Amendment and aRestatement ~~$15.0~~of ~~million~~the ~~swingline~~Company’s ~~subfacility~~Omnibus Incentive Plan.” The ~~Revolving~~foregoing ~~Credit~~summary ~~Facility~~description isof ~~available~~the inThird ~~U.S.~~Amended ~~dollars~~ and ~~Canadian~~Restated ~~dollars,~~Plan ~~subject~~is toqualified ain ~~cap~~its onentirety ~~Canadian~~by ~~dollar~~reference ~~borrowings. The Credit Agreement permits the Borrower~~ to ~~increase~~ the ~~principal~~actual ~~amount~~terms of ~~the~~such ~~Term~~plan, ~~Loan~~which ~~Facility~~is orincorporated ~~the~~herein ~~Revolving~~by ~~Credit~~reference ~~Facility~~as ~~subject~~Exhibit ~~to certain restrictions and conditions~~10.1.

BorrowingsItem under the Credit Agreement bear interest, at the Borrower’s option, at either (i) a term SOFR-based rate plus an applicable margin or (ii) a base rate plus an applicable margin, in each case as set forth in the Credit Agreement. The applicable margin under the Term Loan Facility is 5.5%07 forSubmission termof SOFRMatters loans and 4.5% for base rate loans, and the applicable margin under the Revolving Credit Facility is initially 4.25% for term SOFR loans and 3.25% for base rate loans, with the Revolving Credit Facility margin subject to certaina adjustmentsVote asof setSecurity forth in the Credit AgreementHolders.

~~The~~Proxies ~~Term~~for ~~Loan~~the ~~Facility~~Annual ~~matures~~Meeting onwere ~~the~~solicited ~~earlier~~pursuant ofto Section 14(a) ~~the seventh anniversary~~ of the ~~Closing~~Securities ~~Date~~Exchange ~~and~~Act ~~(b)~~of ~~the~~1934, ~~date~~as ~~that~~amended. isAt ~~91 days prior to~~ the ~~maturity~~Annual ~~date~~Meeting, of the Company’s ~~2.875%~~stockholders ~~Convertible~~considered ~~Senior~~four ~~Notes~~proposals ~~due~~disclosed ~~2029~~in ~~(subject to certain exceptions for adequate liquidity). The maturity date of~~ the ~~Term~~Company’s ~~Loan~~Proxy ~~Facility may be extended, subject to certain terms and conditions~~Statement. The ~~Term~~final ~~Loan~~voting ~~Facility~~results iswere ~~subject~~as ~~to scheduled quarterly amortization, with the balance due at maturity.~~follows:

~~The~~Proposal ~~Revolving~~1: ~~Credit~~Election ~~Facility matures on the earlier~~ of ~~(a)~~Directors ~~the fifth anniversary of the Closing Date, (b) the date that is 182 days prior to the maturity date of the Company’s 2.875% Convertible Senior Notes due 2029 (subject to certain exceptions~~ for ~~adequate~~Terms ~~liquidity)~~Expiring ~~and~~at ~~(c)~~ the ~~date~~2027 ~~that~~Annual isMeeting ~~91 days prior to the maturity date~~ of ~~the Company’s 2~~Stockholders.875% Convertible Senior Notes due 2029 (subject to certain exceptions for adequate liquidity). The Credit Agreement includes customary provisions regarding mandatory and voluntary prepayments and commitment reductions.

The obligations under the Credit Agreement are guaranteed on a senior secured basis by the Company and certain of its existing and future subsidiaries, subject to certain exceptions, and are secured by a security interest in substantially all of the assets of the Borrower and the guarantors, subject to customary exceptions and limitations.


	Shares Voted For	Shares Withheld	Broker Non-Votes
Paul R. Garcia	50,647,150	28,603,800	5,888,994
Maryann Goebel	50,731,863	28,519,087	5,888,994
Peter J. Kight	50,193,176	29,057,774	5,888,994
John Morris	50,732,737	28,518,213	5,888,994
Emnet Rios	50,747,059	28,503,891	5,888,994
Richard E. Thornburgh	50,195,764	29,055,186	5,888,994

~~The~~As ~~Credit~~a ~~Agreement contains certain covenants~~result, ~~including~~each ~~affirmative~~nominee ~~and~~was ~~operational~~elected ~~covenants~~to ~~and~~serve ~~restrictive~~as ~~covenants~~a ~~regarding,~~director ~~among~~for ~~other~~a ~~matters,~~term ~~the~~expiring ~~incurrence~~at ~~of debt,~~ the ~~incurrence~~2027 ofannual ~~liens,~~meeting ~~investments, mergers, dispositions and specified uses~~ of ~~cash (including payment of dividends and distributions)~~stockholders. ~~The Credit Agreement also contains a covenant requiring the Company to maintain a maximum total net leverage ratio of 6.10 to 1.00.~~

~~The~~Proposal ~~Company used the proceeds of the Term Loan Facility, together with cash on hand, to finance the purchase price of its previously announced acquisition of KUBRA (defined below) as described in Item~~ 2~~.01~~: ofAdvisory ~~this~~Vote ~~Current Report~~ on ~~Form~~Executive ~~8-K, to refinance in full all obligations under the Company’s existing credit agreement described in Item 1~~Compensation.02 of this Current Report on Form 8‑K, to repay or otherwise satisfy certain indebtedness of KUBRA and to pay related fees, costs and expenses. The Revolving Credit Facility will be available for working capital needs, permitted acquisitions and capital expenditures and for other general corporate purposes.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.



Shares Voted For	Shares Voted Against	Abstained	Broker Non-Votes
36,772,506	32,764,335	9,714,109	5,888,994

~~Item~~As ~~1.02~~a ~~Termination~~result, ofthe Company’s stockholders approved, on a ~~Material~~non-binding ~~Definitive~~advisory ~~Agreement~~basis, the compensation of the Company’s named executive officers.

~~The~~Proposal ~~information~~3: ~~set~~Approval ~~forth in Item 1.01~~ of ~~this~~an ~~Current~~Amendment ~~Report~~and onRestatement ~~Form~~of ~~8-K~~the isOmnibus ~~incorporated~~Incentive ~~herein by reference into this Item 1~~Plan.~~02.~~

On June 1, 2026, in connection with the Company’s entry into the Credit Agreement (as described in Item 1.01 of this Current Report on Form 8‑K), the Company repaid in full all outstanding obligations under, and terminated all commitments pursuant to, that certain Second Amended and Restated Revolving Credit Agreement, dated as of July 10, 2024 (the “Existing Credit Agreement”), by and among the Company, the Borrower, the lenders from time to time party thereto, Truist Bank, as administrative agent, and the other parties thereto.


Shares Voted For	Shares Voted Against	Abstained	Broker Non-Votes
46,757,481	23,566,539	8,926,930	5,888,994

~~The~~As ~~repayment of the indebtedness outstanding under the Existing Credit Agreement was funded with~~ a ~~portion~~result, of the ~~proceeds~~Company’s ofstockholders ~~the~~approved ~~Term Loan Facility under~~ the ~~Credit~~Third ~~Agreement~~Amended and ~~cash~~Restated onOmnibus ~~hand.~~Incentive ~~In connection with such repayment, all liens and security interests securing the obligations under the Existing Credit Agreement were released and all guarantees thereunder were discharged~~Plan. ~~The~~

~~Company~~Proposal ~~paid~~4: ~~all~~Ratification ~~outstanding~~of ~~principal,~~the ~~accrued~~Audit ~~and~~Committee’s ~~unpaid~~Appointment ~~interest~~of ~~and~~Grant ~~fees~~Thornton, ~~and~~LLP ~~other~~as ~~amounts due in respect of~~ the ~~Existing~~Independent ~~Credit~~Registered ~~Agreement~~Public ~~in connection with such termination~~Accountant.

Item 2.01 Completion of Acquisition or Disposition of Assets.



Shares Voted For	Shares Voted Against	Abstained
84,658,413	445,177	36,354

~~The~~As ~~information~~a ~~set~~result, ~~forth~~the inCompany’s ~~Item~~stockholders ~~1.01~~ratified the selection of ~~this~~Grant ~~Current~~Thornton, ~~Report~~LLP onas ~~Form~~the ~~8-K~~Company’s isindependent ~~incorporated~~registered ~~herein~~public byaccounting ~~reference~~firm ~~into~~for ~~this~~the ~~Item~~fiscal 2year ending December 31, 2026.~~01.~~

On June 1, 2026, the Company completed the previously announced acquisition (the “Acquisition”) of KUBRA Holdings, Inc., a Delaware corporation (“Kubra US”), and KUBRA Data Transfer Ltd., an Ontario corporation (“Kubra Canada” and together with Kubra US, “KUBRA”), pursuant to the Stock Purchase Agreement, dated as of March 30, 2026 (as amended or supplemented from time to time, the “Purchase Agreement”), by and among the Company, Hearst KUBRA Holdings, Inc., a Delaware corporation (“Seller”), Kubra US and Kubra Canada.

Pursuant to the Purchase Agreement, the Company acquired all of the issued and outstanding capital stock of KUBRA. Following the Acquisition, KUBRA became an indirect wholly owned subsidiary of the Company.

Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described in Item 1.01 of this Current Report on Form 8‑K.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 31, 2026.

The financial statements of KUBRA and the pro forma financial information required by Item 9.01 of Form 8‑K will be filed by amendment to this Current Report on Form 8‑K no later than 71 calendar days after the date on which this Current Report on Form 8‑K is required to be filed.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On June 1, 2026, the Company issued a press release announcing the entry into the Credit Agreement and the closing of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01.

In addition, the Company will be providing supplemental information regarding the Acquisition and KUBRA in a presentation that will be made available on the investor relations section of REPAY’s website. A copy of the presentation is attached hereto as Exhibit 99.2 and is hereby incorporated by reference into this Item 7.01.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses or Funds Acquired

The Company will file any financial statements required to be filed for KUBRA not later than 71 calendar days after the date on which this Current Report on Form 8‑K is required to be filed.

The Company will file any pro forma financial information required to be filed for KUBRA not later than 71 calendar days after the date on which this Current Report on Form 8‑K is required to be filed.

(d) Exhibits

Exhibit No.			Description
10.1#			Credit Agreement, dated June 1, 2026, by and among Repay Holdings Corporation, Hawk Parent Holdings LLC, Truist Bank, as Administrative Agent, and the other parties thereto.
10.1			Third Amended and Restated Repay Holdings Corporation Omnibus Incentive Plan (as Amended and Restated Effective as of June 10, 2026) (incorporated by reference to Annex A to the Company's proxy statement (File No. 001-38531), filed with the SEC on May 11, 2026).
99.1			Press release issued June 1, 2026 by Repay Holdings Corporation.
99.2			Investor Presentation, dated June 2026.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).
	#	Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(10) of Regulation S-K. The descriptions of the omitted schedules and exhibits are contained within the relevant agreement. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Repay Holdings Corporation
Date:	June 112, 2026	By:	/s/ Tyler B. Dempsey
			Tyler B. DempseyGeneral Counsel and Corporate Secretary

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