Repay Holdings Corp

Current report

Delaware law, our governing documents and our stockholder rights plan contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Current report

Our certificate of incorporation, bylaws and Delaware General Corporation Law (“DGCL”) contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our board of directors and therefore depress the trading price of our Class A common stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of our board of directors or taking other corporate actions, including effecting changes in management. Among other things, our certificate of incorporation and bylaws include provisions regarding:

Current report

a prohibition on stockholder action by written consent (except in limited circumstances), which forces stockholder action to be taken at an annual or special meeting of stockholders and could delay the ability of stockholders to force consideration of a stockholder proposal or to take action, including the removal of directors;

Current report

the requirement that a special meeting of stockholders may be called only by our board of directors, the chairman of our board of directors or our chief executive officer, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;

Current report

controlling the procedures for the conduct and scheduling of our board of directors and stockholder meetings;

Current report

the ability of our board of directors to amend our bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend our bylaws to facilitate an unsolicited takeover attempt; and

Current report

As a Delaware corporation, we are generally subject to provisions of Delaware law, including the DGCL. Although we have elected not to be governed by Section 203 of the DGCL, certain provisions of our certificate of incorporation, in a manner substantially similar to Section 203 of the DGCL, prohibit certain of our stockholders (other than those stockholders who are party to a stockholders’ agreement with us) who hold 15% or more of our outstanding capital stock from engaging in certain business combination transactions with us for a specified period of time unless certain conditions are met.

Current report

In addition, in certain circumstances, the stockholder rights plan adopted by our board of directors in April 2026 would impose significant dilution upon any person or group that is or becomes the beneficial owner of 12.5% or more of our outstanding Class A common stock and thereby make it more difficult for such person or group to acquire the Company.

Current report

The Company’s business has been and could be negatively affected because of actions of activist stockholders. Stockholder activism could cause us to incur significant expense, disrupt our business, result in a proxy contest or litigation and impact our stock price.

Current report

We have been, and may continue to be, subject to actions from activist stockholders and others that may not align with the Company’s business strategies or may not be in the best interests of all stockholders. Responding to actions by activist stockholders has been, and may continue to be, costly and time-consuming and divert management’s and our board of directors’ attention and resources from our business. Such stockholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with our employees, customers, or suppliers and make it more difficult to attract and retain qualified personnel. We may continue to be required to incur significant fees and other expenses related to activist stockholder matters, including costs for third party advisors. We may be subjected to a proxy contest or to litigation by activist investors. Our stock price has been and could be subject to significant fluctuation or otherwise be affected by the events, risks and uncertainties of any stockholder activism. Actions of activist stockholders may cause fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

Current report

Our pending acquisition of KUBRA involves a number of risks, the occurrence of which could adversely affect our business, financial condition, and operating results.

Current report

In March 2026, we entered into a stock purchase agreement to acquire KUBRA. The acquisition involves certain risks, the occurrence of which could adversely affect our business, financial condition, and operating results, including:

Current report

delays in completing the acquisition within the expected time period and the risk that the acquisition may not be completed at all;

Current report

the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the KUBRA purchase agreement;

Current report

the failure to satisfy any of the conditions to the consummation of the acquisition, including the receipt of certain governmental or regulatory approvals;

Current report

the risk that the financing necessary to consummate the acquisition may not be obtained, may be delayed, or may be available only on less favorable terms than anticipated;

Current report

the incurrence of indebtedness in connection with the acquisition, which will increase our leverage and debt service obligations and may reduce our financial flexibility;

Current report

diversion of management's attention to complete the acquisition and integrate KUBRA’s operations thereafter;

Current report

difficulties in integrating KUBRA’s business and operations, including the risk that the combined company does not operate as effectively or efficiently as expected;

Current report

potential litigation or regulatory proceedings relating to the acquisition, including any resulting costs, delays or diversion of management’s attention;

Current report

significant transactions costs and expenses associated with the acquisition, whether or not it is completed;

Current report

potential loss of key KUBRA employees, partners or customers, or other adverse effects on existing business relationships with partners or customers, including as a result of uncertainty relating to the acquisition.

Current report

Our acquisitions, including the pending KUBRA acquisition, subject us to a variety of risks relating to the integration and operation of those acquisitions or otherwise that could harm our business and the anticipated benefits from our acquisitions may not be realized on the expected timeline or at all.

Current report

We may experience various challenges associated with the integration and operation of our acquired businesses, including the pending KUBRA acquisition, such as:

Current report

we may need to allocate substantial operational, financial and management resources in integrating new businesses, technologies and products, and management may encounter difficulties in integrating the operations, personnel or systems of the acquired business;

Current report

the acquisition may have a material adverse effect on our business relationships with existing or future clients or software integration partners;

Current report

we may assume substantial actual or contingent liabilities, known and unknown;

Current report

the acquisition may not meet our expectations of future financial performance on our expected timeline or at all;

Current report

we may experience delays or reductions in realizing expected synergies or benefits;

Current report

we may incur substantial unanticipated costs or encounter other problems associated with the acquired business, including challenges associated with transfer of various data processing functions and connections to our systems and those of our third-party service providers;

Current report

we may be required to take write-downs or write-offs, restructuring and impairment or other charges;

Current report

we may be unable to achieve our intended objectives for the transaction, including growth prospects, synergies and other financial results; and

Current report

we may not be able to retain the key personnel, clients and suppliers of the acquired business.

Current report

These challenges and costs and expenses may adversely affect our business, financial condition and results of operations.