Repay Holdings Corp

Previous wording

Consumer Payments – Our Consumer Payments segment provides payment processing solutions (including debit and credit card processing, ACH processing and other electronic payment acceptance solutions, as well as our loan disbursement product) that enable our clients to collect payments from and disburse funds to consumers and includes our RCS offering. RCS is our proprietary clearing and settlement platform through which we market customizable payment processing programs to other ISOs and payment facilitators. The strategic vertical markets served by our Consumer Payments segment primarily include personal loans, automotive loans, receivables management, credit unions, mortgage servicing, consumer healthcare and diversified retail.

Current wording

Consumer Payments – Our Consumer Payments segment provides an end-to-end bill payment platform, including bill design & presentment, communication services, and payment processing solutions (including debit and credit card processing, ACH processing and other electronic payment acceptance solutions, as well as our loan disbursement product) that enable our clients to notify, distribute billing statements, collect payments from and disburse funds to consumers and includes our RCS offering. RCS is our proprietary clearing and settlement platform through which we market customizable payment processing programs to other ISOs and payment facilitators. In addition, the Company provides professional services to clients for customization and configuration of the product suite offering. The strategic vertical markets served by our Consumer Payments segment primarily include utilities, personal loans, automotive loans, government, receivables management, financial institutions, credit unions, mortgage servicing, consumer healthcare, insurance, and diversified retail.

Previous wording

We have been monitoring the current economic environment in the U.S. and globally – characterized by heightened inflation (including changes in wages), evolving U.S. trade policies, supply chain issues and slower growth. Such macroeconomic conditions may continue to evolve in ways that are difficult to fully anticipate and may also include increased levels of unemployment and/or a recession. Some or all of these market factors have and could continue to adversely affect our payment volumes from the consumer loan market, the receivables management industry and consumer and commercial spending. The effect of these events on our financial condition, results of operations and cash flows is uncertain and cannot be predicted at this time. Finally, the impact of all of these various events on our results in the first three months of 2026 may not be necessarily indicative of their impact on our results for the remainder of 2026.

Current wording

We have been monitoring the current economic environment in the U.S. and globally – characterized by heightened inflation (including changes in wages), evolving U.S. trade policies, supply chain issues and slower growth. Such macroeconomic conditions may continue to evolve in ways that are difficult to fully anticipate and may also include increased levels of unemployment and/or a recession. Some or all of these market factors have and could continue to adversely affect our payment volumes from the consumer loan market, the receivables management industry and consumer and commercial spending. The effect of these events on our financial condition, results of operations and cash flows is uncertain and cannot be predicted at this time. Finally, the impact of all of these various events on our results in the first six months of 2026 may not be necessarily indicative of their impact on our results for the remainder of 2026.

Previous wording

Revenue. As our clients process increased volumes of payments, our revenues increase as a result of the fees we charge for processing these payments. Most of our revenues are derived from volume-based payment processing fees (“discount fees”) and other related fixed per transaction fees. Discount fees represent a percentage of the dollar amount of each credit or debit transaction processed and include fees relating to processing and services that we provide. The transaction price for such processing services is determined, based on the judgment of management, considering factors such as margin objectives, pricing practices and controls, client segment pricing strategies, the product life cycle and the observable price of the service charged to similarly situated clients. During the three months ended March 31, 2026 and 2025, our chargeback rate was less than 1% of our card payment volume.

Current wording

Revenue. As our clients process increased volumes of payments, our revenues increase as a result of the fees we charge for processing these payments. Most of our revenues are derived from volume-based payment processing fees (“discount fees”) and other related fixed per transaction fees. Discount fees represent a percentage of the dollar amount of each credit or debit transaction processed and include fees relating to processing and services that we provide. The transaction price for such processing services is determined, based on the judgment of management, considering factors such as margin objectives, pricing practices and controls, client segment pricing strategies, the product life cycle and the observable price of the service charged to similarly situated clients. During the three and six months ended June 30, 2026 and 2025, our chargeback rate was less than 1% of our card payment volume. With the KUBRA Acquisition, a portion of revenues are derived from bill presentment, communication services, and professional services solutions. Revenues derived from our bill presentment solutions represent a fixed fee per bill, which includes the design, preparation, printing, and distribution of paper or electronic bills, invoices, and documents. Communication services solutions primarily consist of automated messaging, including text and email communications, and service outage notifications for our utility clients. Revenues derived from communication services represent a fixed fee per an interaction, annual subscription fees, and annual maintenance and support fees. In addition, the Company provides professional services to clients for customization and configuration of the product suite offering. Revenues from professional services are recognized on a contract basis.

Previous wording

Interest expense. Interest expense consists of interest paid in respect of our indebtedness under the convertible senior notes and revolving credit facility, as well as amortization of deferred debt issuance costs.

Current wording

Interest expense. Interest expense consists of interest paid in respect of our indebtedness under the revolving credit facility, Term Loan Facility and convertible senior notes, amortization of deferred debt issuance costs and interest on finance lease liabilities.

Previous wording

Change in fair value of tax receivable liability. This amount represents the change in fair value of the tax receivable agreement liability. The TRA liability is carried at fair value; so, any change to the valuation of this liability is recognized through this line in other expense. The change in fair value can result from the redemption or exchange of Post-Merger Repay Units for Class A common stock of Repay Holdings Corporation, through accretion of the discounted fair value of the expected future cash payments, changes to income tax rates, or changes to the discount rate, or Early Termination Rate, used to determine the fair value of the liability.

Current wording

Change in fair value of tax receivable liability. This amount represents the change in fair value of the tax receivable agreement liability. The TRA liability is carried at fair value; so, any change to the valuation of this liability is recognized through this line in Other income (expense). The change in fair value can result from the redemption or exchange of Post-Merger Repay Units for Class A common stock of Repay Holdings Corporation, through accretion of the discounted fair value of the expected future cash payments, changes to income tax rates, or changes to the discount rate, or Early Termination Rate, used to determine the fair value of the liability.

Previous wording

Depreciation and amortization expenses were $25.5 million for the three months ended March 31, 2026, and $25.3 million for the three months ended March 31, 2025, an increase of $0.2 million or 0.8%, primarily driven by an increase in software amortization.

Current wording

Depreciation and amortization expenses were $27.6 million for the three months ended June 30, 2026, and $25.5 million for the three months ended June 30, 2025, an increase of $2.2 million or 8.6%, primarily driven by an increase in client relationships amortization and depreciation and amortization related to the KUBRA Acquisition of $1.7 million.

Previous wording

Interest income was $0.4 million for the three months ended March 31, 2026, and $1.4 million for the three months ended March 31, 2025, due to lower average interest rates earned on our cash and cash equivalents.

Current wording

Interest income was $0.3 million for the three months ended June 30, 2026, and $1.2 million for the three months ended June 30, 2025, due to lower average interest rates earned on our cash and cash equivalents.

Previous wording

Interest expense was $3.8 million for the three months ended March 31, 2026, and $3.1 million for the three months ended March 31, 2025, due to a higher outstanding principal balance under the convertible senior notes and revolving credit facility.

Current wording

Interest expense was $8.0 million for the three months ended June 30, 2026, and $3.1 million for the three months ended June 30, 2025, due to a higher outstanding principal balance under the Term Loan Facility and convertible senior notes.

Previous wording

Income tax expense was $2.0 million for the three months ended March 31, 2026. This was a result of the operating loss incurred by us, primarily driven by the change in fair value of the tax receivable liability, stock-based compensation deductions and the amortization of assets acquired in the Business Combination and prior acquisitions, partially offset by stock-based compensation expense net tax shortfall, which is required to be recorded discretely in the interim period in which they occur. The income tax benefit was $0.5 million for the three months ended March 31, 2025, which was a result of the operating loss incurred by us, primarily driven by the change in fair value of the tax receivable liability, stock-based compensation deductions and the amortization of assets acquired in the Business Combination and prior acquisitions, offset by stock-based compensation expense net tax shortfall.

Current wording

Income tax benefit was $2.7 million for the three months ended June 30, 2026. This was a result of the operating loss incurred by us, primarily driven by the change in fair value of the tax receivable liability, stock-based compensation deductions and the amortization of assets acquired in the Business Combination and prior acquisitions, partially offset by stock-based compensation adjustments net tax shortfall, the net tax impact of the write-off of deferred debt issuance costs, and the net tax impact of non-deductible transaction costs from the KUBRA Acquisition, which are all required to be recorded discretely in the interim period in which they occur. The income tax benefit was $1.3 million for the three months ended June 30, 2025, which was a result of the operating loss incurred by us, primarily driven by the change in fair value of the tax receivable liability, stock-based compensation deductions and the amortization of assets acquired in the Business Combination and prior acquisitions, partially offset by stock-based compensation expense net tax shortfall and the impact of the recording of the non-cash impairment loss.

Previous wording

We incurred a loss, related to accretion expense and fair value adjustment of the tax receivable liability of $4.6 million for the three months ended March 31, 2026, compared to a $3.0 million loss for the three months ended March 31, 2025, an increase of $1.6 million. This increase was due to a higher fair value adjustments related to the tax receivable liability, primarily as a result of accretion, adjustment to the net present value as a result of payments made, and changes to the discount rate, or Early Termination Rate, used to determine the fair value of the liability.

Current wording

We incurred a loss, related to accretion expense and fair value adjustment of the tax receivable liability of $7.1 million for the six months ended June 30, 2026, compared to a $5.5 million loss for the six months ended June 30, 2025, an increase of $1.6 million. This increase was due to a higher fair value adjustments related to the tax receivable liability, primarily as a result of accretion, adjustment to the net present value as a result of payments made, and changes to the discount rate, or Early Termination Rate, used to determine the fair value of the liability.

Previous wording

Gross profit for the Business Payments segment was $8.5 million for the three months ended March 31, 2026 and $7.6 million for the three months ended March 31, 2025, representing a $0.9 million or 11.9% year-over-year increase. This increase was the result of the growth from newly signed clients and existing clients, as well as political media spending in the first quarter of 2026.

Current wording

Gross profit for the Business Payments segment was $10.1 million for the three months ended June 30, 2026 and $7.6 million for the three months ended June 30, 2025, representing a $2.5 million or 33.0% year-over-year increase. This increase was the result of the growth from newly signed clients and existing clients, as well as political media spending in the second quarter of 2026.

Previous wording

Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as gain on extinguishment of debt, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs and other non-recurring charges.

Current wording

Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs and other non-recurring charges.

Previous wording

Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as non-cash change in fair value of assets and liabilities, share-based compensation expense, transaction expenses, restructuring and other strategic initiative costs, other non-recurring charges, non-cash interest expense and net of tax effect associated with these adjustments. Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although we exclude amortization from acquisition-related intangibles from our non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation.

Current wording

Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation expense, transaction expenses, restructuring and other strategic initiative costs, other non-recurring charges, non-cash interest expense and net of tax effect associated with these adjustments. Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although we exclude amortization from acquisition-related intangibles from our non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation.

Previous wording

Adjusted Net Income per share is a non-GAAP financial measure that represents Adjusted Net Income divided by the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of the outstanding Post-Merger Repay Units) for thethree months ended March 31, 2026 and 2025 (excluding shares subject to forfeiture).

Current wording

Adjusted Net Income per share is a non-GAAP financial measure that represents Adjusted Net Income divided by the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of the outstanding Post-Merger Repay Units) for thethree and six months ended June 30, 2026 and 2025 (excluding shares subject to forfeiture).

Previous wording

The following tables set forth a reconciliation of our results of operations for the three months ended March 31, 2026 and 2025.

Current wording

The following tables set forth a reconciliation of our results of operations for the three and six months ended June 30, 2026 and 2025.

Previous wording

See footnote (g) for details on amortization and depreciation expenses.

Current wording

See footnote (i) for details on amortization and depreciation expenses.

Previous wording

Primarily consists of professional service fees incurred in connection with prior transactions.

Current wording

Primarily consists of (i) during the three and six months ended June 30, 2026, professional service fees and other costs incurred in connection with the KUBRA Acquisition and (ii) during the three and six months ended June 30, 2025, professional service fees and other costs incurred in connection with prior transactions.

Previous wording

Reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and client relationships, non-compete agreement, and software intangibles acquired through our acquisitions of TriSource, APS, Ventanex, cPayPlus, CPS, BillingTree, Kontrol and Payix. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. See additional information below for an analysis of our amortization expenses:

Current wording

For the three and six months ended June 30, 2026, reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and client relationships, non-compete agreement, and software intangibles acquired through our acquisitions of TriSource, APS, Ventanex, cPayPlus, CPS, BillingTree, Kontrol, Payix and KUBRA. For the three and six months ended June 30, 2025, reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and client relationships, non-compete agreement, and software intangibles acquired through our acquisitions of TriSource, APS, Ventanex, cPayPlus, CPS, BillingTree, Kontrol and Payix. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. See additional information below for an analysis of our amortization expenses:

Previous wording

Represents the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of outstanding Post-Merger Repay Units) for the three months ended March 31, 2026 and 2025. These numbers do not include any shares issuable upon conversion of our 2026 Notes. See the reconciliation of basic weighted average shares outstanding to the non-GAAP Class A common stock outstanding on an as-converted basis for each respective period below:

Current wording

Represents the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of outstanding Post-Merger Repay Units) for the three and six months ended June 30, 2026 and 2025. These numbers do not include any shares issuable upon conversion of our 2026 Notes. See the reconciliation of basic weighted average shares outstanding to the non-GAAP Class A common stock outstanding on an as-converted basis for each respective period below:

Previous wording

Adjusted EBITDA for the three months ended March 31, 2026 and 2025 was $34.4 million and $33.2 million, respectively, representing a 3.6% year-over-year increase. Adjusted Net Income for the three months ended March 31, 2026 and 2025 was $19.4 million and $20.3 million, respectively, representing a 4.5% year-over-year decrease. Net loss attributable to the Company for the three months ended March 31, 2026 and 2025 was $9.9 million and $7.9 million, respectively, representing a 25.2% increase.

Current wording

Adjusted Net Income for the three months ended June 30, 2026 and 2025 was $17.9 million and $19.1 million, respectively, representing a 6.2% year-over-year decrease. Adjusted Net Income for the six months ended June 30, 2026 and 2025 was $37.3 million and $39.4 million, respectively, representing a 5.3% year-over-year decrease.

Previous wording

The increase in Adjusted EBITDA for the three months ended March 31, 2026 were primarily due to the organic growth of our business from newly signed clients, the growth of existing clients and cost savings initiatives. The decreases in Adjusted Net Income and net loss attributable to the Company for the three months ended March 31, 2026 were primarily due to the change in fair value of tax receivable liability, increased interest expense, and lower interest income.

Current wording

The increase in Adjusted EBITDA and improvement in net loss attributable to the Company for the three and six months ended June 30, 2026 were primarily due to the KUBRA Acquisition, the organic growth of our business from newly signed clients and the growth of existing clients and cost savings initiatives. The decreases in Adjusted Net Income and net loss attributable to the Company for the three and six months ended June 30, 2026 were primarily due to increased interest expense and lower interest income.

Previous wording

We have experienced in the past, and may continue to experience, seasonal fluctuations in our revenues as a result of consumer spending and political media spending patterns. Revenues during the first quarter of the calendar year tend to increase in comparison to the remaining three quarters of the calendar year. This increase is due to consumers’ receipt of tax refunds and the increases in repayment activity levels that follow. In addition, Business Payments revenue from clients in our media payments business is cyclical. Revenue connected to political advertising spending increases significantly during the third and fourth quarter of election years, such as the mid-term and presidential election cycles. Operating expenses show less seasonal fluctuation, with the result that net income is subject to the similar seasonal factors as our revenues.

Current wording

We have experienced in the past, and may continue to experience, seasonal fluctuations in our revenues as a result of consumer spending and political media spending patterns. Revenues during the first quarter of the calendar year tend to increase in comparison to the remaining three quarters of the calendar year. This increase is due to consumers’ receipt of tax refunds and the increases in repayment activity levels that follow. There are external factors such as weather and natural disasters that can create seasonal impacts, especially in our utilities vertical. In addition, Business Payments revenue from clients in our media payments business is cyclical. Revenue connected to political advertising spending increases significantly during the third and fourth quarter of election years, such as the mid-term and presidential election cycles. Operating expenses show less seasonal fluctuation, with the result that net income is subject to the similar seasonal factors as our revenues.

Previous wording

We have historically financed our operations and working capital through net cash from operating activities. As of March 31, 2026, we had $43.8 million of cash and cash equivalents and available borrowing capacity of $140.0 million under the Second Amended Credit Agreement. This balance does not include restricted cash, which reflects cash accounts holding reserves for potential losses and client settlement funds of $43.0 million as of March 31, 2026.

Current wording

We have historically financed our operations and working capital through net cash from operating activities. As of June 30, 2026, we had $83.7 million of cash and cash equivalents and available borrowing capacity of $100.0 million under the Credit Agreement. This balance does not include restricted cash, which reflects cash accounts holding reserves for potential losses and client settlement funds of $43.8 million as of June 30, 2026.

Previous wording

Our primary cash needs are to fund working capital requirements, invest in technology development, fund acquisitions and related contingent consideration, including the anticipated cash consideration for the proposed acquisition of KUBRA, make principal and interest payments on, refinance or repurchase our outstanding indebtedness, repurchase stock under our Share Repurchase Program, and pay tax distributions to members of Hawk Parent. The KUBRA transaction represents a significant near-term use of cash; however, we have obtained committed financing pursuant to executed commitment letters, which is expected to fund the cash consideration at closing, subject to customary conditions. We expect that our cash flow from operations, current cash and cash equivalents and available borrowing capacity will be sufficient to fund our operations, planned capital expenditures, acquisitions, commitment letters and to service our debt obligations for the next twelve months and the following five years.

Current wording

Our primary cash needs are to fund working capital requirements, invest in technology development, fund acquisitions and related contingent consideration, including make principal and interest payments on, refinance or repurchase our outstanding indebtedness, repurchase stock under our Share Repurchase Program, and pay tax distributions to members of Hawk Parent. We expect that our cash flow from operations, current cash and cash equivalents and available borrowing capacity will be sufficient to fund our operations, planned capital expenditures, acquisitions, commitment letters and to service our debt obligations for the next twelve months and the following five years.

Previous wording

Net cash provided by operating activities was $16.8 million and $2.5 million for the three months ended March 31, 2026 and 2025, respectively, which reflects net income as adjusted for non-cash operating items including depreciation and amortization, share-based compensation, and changes in working capital accounts.

Current wording

Net cash provided by operating activities was $57.1 million and $35.6 million for the six months ended June 30, 2026 and 2025, respectively, which reflects net income as adjusted for non-cash operating items including depreciation and amortization, share-based compensation, and changes in working capital accounts.

Previous wording

Net cash used in investing activities was $34.0 million for the three months ended March 31, 2026, due to a purchase of intangible assets and the capitalization of software development activities.

Current wording

Net cash used in investing activities was $395.0 million for the six months ended June 30, 2026, due to the KUBRA Acquisition.

Previous wording

Net cash used in investing activities was $10.5 million for the three months ended March 31, 2025, due to the capitalization of software development activities.

Current wording

Net cash used in investing activities was $21.0 million for the six months ended June 30, 2025, due to the capitalization of software development activities.

Previous wording

Net cash used in financing activities was $51.7 million for the three months ended March 31, 2026, due to the repayments of the 2026 Notes, a payment under the TRA and the payments for tax withholding related to shares vesting under the Incentive Plan, partially offset by the withdrawal from the revolving credit facility.

Current wording

Net cash provided by financing activities was $309.7 million for the six months ended June 30, 2026, due to the withdrawal of the Term Loan Facility and revolving credit facility under the Second Amended Credit Agreement, partially offset by the repayments of the revolving credit facility under the Second Amended Credit Agreement and the 2026 Notes, a payment under the TRA and the payments for tax withholding related to shares vesting under the Incentive Plan and ESPP.

Previous wording

Net cash used in financing activities was $19.5 million for the three months ended March 31, 2025, due to the due to a payment under the TRA and the payments for tax withholding related to shares vesting under the Incentive Plan.

Current wording

Net cash used in financing activities was $42.3 million for the six months ended June 30, 2025, due to shares repurchased under the Share Repurchase Program, a payment under the TRA and the payments for tax withholding related to shares vesting under the Incentive Plan and ESPP.

Previous wording

As of March 31, 2026, the Second Amended Credit Agreement provided for a revolving credit facility of $250.0 million. As of March 31, 2026, we had $110.0 million drawn against the revolving credit facility. We paid $0.1 million and $0.2 million in fees related to unused commitments for the three months ended March 31, 2026 and 2025, respectively.

Current wording

As of June 30, 2026, we had $500.0 million outstanding under the Term Loan Facility. We paid $0.0 million in fees related to unused commitments for the Revolving Credit Facility for both the three and six months ended June 30, 2026.

Previous wording

On July 10, 2024, we entered into the Second Amended Credit Agreement with certain financial institutions, as lenders, and Truist Bank, as administrative agent. The Second Amended Credit Agreement establishes a $250.0 million senior secured revolving credit facility. This facility matures on the earlier of (a) July 10, 2029, (b) the date that is 91 days prior to the maturity date of the 2026 Notes (subject to certain exceptions for adequate liquidity) and (c) the date that is 91 days prior to the maturity date of the 2029 Notes (subject to certain exceptions for adequate liquidity). The maturity date may be extended, subject to certain terms and conditions.

Current wording

On July 10, 2024, we entered into the Second Amended Credit Agreement with certain financial institutions, as lenders, and Truist Bank, as administrative agent. The Second Amended Credit Agreement established a $250.0 million senior secured revolving credit facility. This facility matured on the earlier of (a) July 10, 2029, (b) the date that is 91 days prior to the maturity date of the 2026 Notes (subject to certain exceptions for adequate liquidity) and (c) the date that is 91 days prior to the maturity date of the 2029 Notes (subject to certain exceptions for adequate liquidity), subject to extension.

Previous wording

As of March 31, 2026, we had borrowings outstanding of $390.6 million, net of deferred issuance costs, under the 2029 Notes and the revolving credit facility. We were in compliance with the related restrictive covenants. Additionally, we currently expect that we will remain in compliance with the restrictive covenants under the 2029 Notes and the Second Amended Credit Agreement, prospectively.

Current wording

As of June 30, 2026, we had borrowings outstanding of $753.1 million, net of deferred issuance costs, under the Term Loan Facility and the 2029 Notes. We were in compliance with the related restrictive covenants. Additionally, we currently expect that we will remain in compliance with the restrictive covenants under the 2029 Notes and the Credit Agreement, prospectively.

Previous wording

There have been no significant changes to our critical accounting policies and critical accounting estimates for the three months ended March 31, 2026. See Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025, for a complete discussion of critical accounting policies and critical accounting estimates.

Current wording

There have been no significant changes to our critical accounting policies and critical accounting estimates for the six months ended June 30, 2026. See Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025, for a complete discussion of critical accounting policies and critical accounting estimates.