Repay Holdings Corp

Previous 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.

Current wording

Consumer Payments – Our Consumer Payments segment provides an end-to-end bill payment platform, including bill design and 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 six 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 nine 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 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.

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 nine months ended September 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

Costs of services. Costs of services primarily include commissions to our software integration partners and other third-party processing costs, such as front and back-end processing costs and sponsor bank fees.

Current wording

Costs of services. Costs of services primarily include commissions to our software integration partners and other third-party processing costs, such as front and back-end processing costs and sponsor bank fees. Following the KUBRA Acquisition, costs of services also include the direct costs of our bill presentment operations, consisting of paper, print supplies, postage, production labor and facility costs and the depreciation and amortization of the long-lived assets used directly to produce and deliver printed and mailed documents, including printing, inserting and mailing equipment, leasehold improvements at production facilities, and capitalized software used in bill presentment production. Prior to the KUBRA Acquisition, we did not have long-lived assets directly attributable to revenue-generating activities, and accordingly no depreciation or amortization was included in costs of services in prior periods.

Previous wording

Depreciation and amortization. Depreciation expense consists of depreciation on our investments in property, equipment and computer hardware. Depreciation expense is recognized on a straight-line basis over the estimated useful life of the asset. Amortization expense for software development costs and purchased software is recognized on the straight-line method over a three-year estimated useful life, between eight to ten years estimated useful life for client relationships and channel relationships, and between two to five years estimated useful life for non-compete agreements.

Current wording

Depreciation and amortization. Depreciation expense consists of depreciation on our investments in property, equipment and computer hardware. Depreciation expense is recognized on a straight-line basis over the estimated useful life of the asset. Amortization expense for software development costs and purchased software is recognized on the straight-line method over a three-year estimated useful life, between eight to ten years estimated useful life for client relationships and channel relationships, and between two to five years estimated useful life for non-compete agreements. Depreciation and amortization of assets used directly in our bill presentment operations is included in costs of services. All other depreciation and amortization, including amortization of acquired client and channel relationships, non-compete agreements, and software and property not directly used in producing revenue, is presented separately as Depreciation and amortization.

Previous wording

Costs of services were $30.1 million for the three months ended June 30, 2026, and $18.4 million for the three months ended June 30, 2025, an increase of $11.7 million or 63.6%. This increase was the result of newly signed clients and the growth of our existing clients, as well as the KUBRA Acquisition. For the three months ended June 30, 2026, incremental cost of services of approximately $11.4 million are attributable to KUBRA.

Current wording

Costs of services were $53.9 million for the three months ended September 30, 2026, and $19.9 million for the three months ended September 30, 2025, an increase of $34.0 million or 170.6%. This increase was primarily due to the KUBRA Acquisition and an approximate $3.4 million increase from the growth of our existing clients driven by volume growth and payment mix. For the three months ended September 30, 2026, incremental cost of services of approximately $30.6 million is attributable to KUBRA.

Previous wording

Selling, general and administrative expenses were $46.2 million for the three months ended June 30, 2026, and $32.9 million for the three months ended June 30, 2025, an increase of $13.4 million or 40.8%, primarily due to a $5.0 million increase from the KUBRA Acquisition, a $3.9 million increase in legal and transaction expenses related to the KUBRA Acquisition and a settlement of litigation, a $2.0 million increase in compensation expenses and a $1.7 million increase in equity compensation expenses.

Current wording

Selling, general and administrative expenses were $62.7 million for the three months ended September 30, 2026, and $35.2 million for the three months ended September 30, 2025, an increase of $27.5 million or 78.2%, primarily due to a $10.6 million increase from the KUBRA Acquisition, a $10.1 million increase in compensation expenses, a $3.2 million increase in legal and transaction expenses related to the KUBRA Acquisition and a settlement of litigation and a $2.7 million increase in software and technology expenses.

Previous 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.

Current wording

Depreciation and amortization expenses were $36.7 million for the three months ended September 30, 2026, and $25.6 million for the three months ended September 30, 2025, an increase of $11.0 million or 42.9%, primarily driven by a $10.1 million increase in depreciation and amortization related to the KUBRA Acquisition and a $0.6 million increase in client relationships amortization.

Previous 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.

Current wording

Interest expense was $15.5 million for the three months ended September 30, 2026, and $3.1 million for the three months ended September 30, 2025, due to a higher outstanding principal balance under the Term Loan Facility. The average outstanding principal balance increased from approximately $474.7 million during the three months ended September 30, 2025 to approximately $787.5 million during three months ended September 30, 2026, primarily as a result of the funding of the $500.0 million Term Loan Facility in June 2026.

Previous wording

We incurred a loss, related to accretion expense and fair value adjustment of the tax receivable liability of $2.5 million for the three months ended June 30, 2026, compared to a $2.5 million loss for the three months ended June 30, 2025. There was no difference in the fair value adjustments because the lower discount rate, or Early Termination Rate, on June 30, 2026, compared to June 30, 2025, was offset by a higher Tax Receivable Liability over the same measurement period.

Current wording

We incurred a net gain, related to accretion expense and fair value adjustment of the tax receivable liability of $2.0 million for the three months ended September 30, 2026, compared to a $4.6 million loss for the three months ended September 30, 2025. The increase was due to a higher fair value adjustment related to the tax receivable liability, primarily as a result of accretion and changes to the discount rate, or Early Termination Rate, used as a framework to determine the fair value of the liability.

Previous wording

Income tax benefit was $0.6 million for the six 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 $1.7 million for the six 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.

Current wording

Income tax benefit was $2.8 million for the three months ended September 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, which is required to be recorded discretely in the interim period in which it occurs. The income tax benefit was $1.8 million for the three months ended September 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 related to cancellation of debt income and write-off of unamortized debt issuance costs associated with the partial repurchase of the 2026 Notes, which are required to be recorded discretely in the interim period in which they occur.

Previous wording

Costs of services were $49.4 million for the six months ended June 30, 2026, and $37.1 million for the six months ended June 30, 2025, an increase of $12.3 million or 33.2%. This increase was the result of newly signed clients and the growth of our existing clients, as well as the KUBRA Acquisition. For the six months ended June 30, 2026, incremental cost of services of approximately $11.4 million are attributable to KUBRA.

Current wording

Costs of services were $103.3 million for the nine months ended September 30, 2026, and $57.0 million for the nine months ended September 30, 2025, an increase of $46.3 million or 81.2%. This increase was primarily due to the KUBRA Acquisition and an approximate $5.2 million increase from the growth of our existing clients driven by volume growth and payment. For the nine months ended September 30, 2026, incremental cost of services of approximately $42.0 million is attributable to KUBRA.

Previous wording

Selling, general and administrative expenses were $82.2 million for the six months ended June 30, 2026, and $69.9 million for the six months ended June 30, 2025, an increase of $12.4 million or 17.8%, primarily due to a $5.0 million increase from the KUBRA Acquisition, a $4.5 million increase in legal and transaction expenses related to the KUBRA Acquisition and a settlement of litigation, as well as a $3.0 million increase in compensation expenses.

Current wording

Selling, general and administrative expenses were $144.9 million for the nine months ended September 30, 2026, and $105.0 million for the nine months ended September 30, 2025, an increase of $39.9 million or 38.0%, primarily due to a $15.6 million increase from the KUBRA Acquisition, a $13.2 million increase in compensation expenses, a $6.3 million increase in legal and transaction expenses related to the KUBRA Acquisition and a settlement of litigation, a $3.3 million increase in software and technology expenses and a $1.5 million increase in equity compensation expenses.

Previous wording

Depreciation and amortization expenses were $53.2 million for the six months ended June 30, 2026, and $50.8 million for the six months ended June 30, 2025, an increase of $2.4 million or 4.7%, primarily driven by an increase in client relationships amortization and depreciation and amortization related to the KUBRA Acquisition of $1.7 million.

Current wording

Depreciation and amortization expenses were $89.9 million for the nine months ended September 30, 2026, and $76.4 million for the nine months ended September 30, 2025, an increase of $13.4 million or 17.5%, primarily driven by an $11.7 million increase in depreciation and amortization related to the KUBRA Acquisition and a $1.1 million increase in client relationships amortization.

Previous wording

We incurred a non-cash impairment loss of $103.8 million during the three months ended June 30, 2025, primarily due to a $103.2 million goodwill impairment loss related to the Consumer Payments segment. The fair value of the Consumer Payments reporting unit was primarily impacted by a change in the discount rate and the decrease to comparable publicly traded companies’ multiples.

Current wording

We incurred a non-cash impairment loss of $103.8 million during the nine months ended September 30, 2025, primarily due to a $103.2 million goodwill impairment loss related to the Consumer Payments segment. The fair value of the Consumer Payments reporting unit was primarily impacted by a change in the discount rate of approximately 300 basis points and the decrease to comparable publicly traded companies’ multiples of approximately 1.50x.

Previous 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.

Current wording

Interest income was $1.0 million for the nine months ended September 30, 2026, and $3.5 million for the nine months ended September 30, 2025, a decrease of $2.5 million. This decrease was primarily due to an approximate $0.3 million decrease attributable to lower average interest rates earned on our cash and cash equivalents and an approximate $3.2 million decrease attributable to a lower average cash balance related to the KUBRA Acquisition and the repayments of the 2026 Notes and the revolving credit facility.

Previous 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.

Current wording

We incurred a loss, related to accretion expense and fair value adjustment of the tax receivable liability of $5.1 million for the nine months ended September 30, 2026, compared to a $10.1 million loss for the nine months ended September 30, 2025, a decrease of $5.0 million. This decrease was due to a higher fair value adjustment 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 the timing of such payments, and changes to the discount rate, or Early Termination Rate, used as a framework to determine the fair value of the liability.

Previous 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.

Current wording

Income tax benefit was $3.5 million for the nine months ended September 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 $3.6 million for the nine months ended September 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, the impact of the recording of the non-cash impairment loss, and the impact related to cancellation of debt income and write-off of unamortized debt issuance costs associated with the partial repurchase of the 2026 Notes, which are required to be recorded discretely in the interim period in which they occur.

Previous wording

Represents revenue eliminations between business units within the Consumer Payments segment and Business Payments segment, as well as eliminations of intersegment revenues for consolidation purpose.

Current wording

Represents revenue eliminations between business units within the Consumer Payments segment and Business Payments segment, as well as eliminations of intersegment revenues for consolidation purposes.

Previous wording

Gross profit represents revenue less cost of services (exclusive of depreciation and amortization).

Current wording

Gross profit represents revenue less cost of services, including depreciation and amortization of assets used directly in the Company’s bill presentment operations.

Previous wording

Gross profit margin represents total gross profit / total revenue.

Current wording

Gross profit margin represents total gross profit divided by total revenue.

Previous wording

Gross profit for the Consumer Payments segment was $68.0 million for the three months ended June 30, 2026 and $55.4 million for the three months ended June 30, 2025, representing a $12.6 million or 22.7% year-over-year increase. This increase was the result of newly signed clients and the growth of our existing clients, as well as the KUBRA Acquisition. For the three months ended June 30, 2026, incremental gross profit of approximately $9.4 million are attributable to KUBRA.

Current wording

Gross profit for the Consumer Payments segment was $90.5 million for the three months ended September 30, 2026 and $55.6 million for the three months ended September 30, 2025, representing a $34.9 million or 62.8% year-over-year increase. This increase was the result of the growth of our existing clients and the KUBRA Acquisition. For the three months ended September 30, 2026, incremental gross profit of approximately $34.5 million is attributable to KUBRA.

Previous wording

Gross profit for the Consumer Payments segment was $128.3 million for the six months ended June 30, 2026 and $112.1 million for the six months ended June 30, 2025, representing a $16.2 million or 14.4% year-over-year increase. This increase was the result of newly signed clients and the growth of our existing clients, as well as the KUBRA Acquisition. For the six months ended June 30, 2026, incremental gross profit of approximately $9.4 million are attributable to KUBRA.

Current wording

Gross profit for the Consumer Payments segment was $218.8 million for the nine months ended September 30, 2026 and $167.7 million for the nine months ended September 30, 2025, representing a $51.1 million or 30.5% year-over-year increase. This increase was the result of the growth of our existing clients and the KUBRA Acquisition. For the nine months ended September 30, 2026, incremental gross profit of approximately $43.9 million is attributable to KUBRA.

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 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, (gain) loss on extinguishment of debt, 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 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.

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, (gain) loss on extinguishment of debt, 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 and six months ended June 30, 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 nine months ended September 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 and six months ended June 30, 2026 and 2025.

Current wording

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

Previous wording

Reflects a loss on the extinguishment of the revolving credit facility, net of a write-off of debt issuance costs relating to the principal.

Current wording

For the nine months ended September 30, 2026, reflects a loss on the extinguishment of the revolving credit facility, net of a write-off of debt issuance costs relating to the principal. For the three and nine months ended September 30, 2025, reflects a gain on the repurchase of 2026 Notes principal, net of a write-off of debt issuance costs relating to the repurchased principal.

Previous 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.

Current wording

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

Previous 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:

Current wording

For the three and nine months ended September 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 nine months ended September 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 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:

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 nine months ended September 30, 2026 and 2025. These numbers do not include any shares issuable upon conversion of our convertible senior 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 June 30, 2026 and 2025 was $36.3 million and $31.8 million, respectively, representing a 14.1% year-over-year increase. Adjusted EBITDA for the six months ended June 30, 2026 and 2025 was $70.7 million and $65.0 million, respectively, representing an 8.7% year-over-year increase.

Current wording

Adjusted EBITDA for the three months ended September 30, 2026 and 2025 was $50.9 million and $31.2 million, respectively, representing a 63.1% year-over-year increase. Adjusted EBITDA for the nine months ended September 30, 2026 and 2025 was $121.5 million and $96.2 million, respectively, representing a 26.4% year-over-year increase.

Previous wording

Net loss attributable to the Company for the three months ended June 30, 2026 and 2025 was $11.0 million and $102.3 million, respectively, representing an 89.3% year-over-year improvement in our profitability. Net loss attributable to the Company for the six months ended June 30, 2026 and 2025 was $20.9 million and $110.2 million, respectively, representing an 81.0% year-over-year improvement in our profitability.

Current wording

Net loss attributable to the Company for the three months ended September 30, 2026 and 2025 was $9.3 million and $6.4 million, respectively, representing a 45.2% year-over-year increase. Net loss attributable to the Company for the nine months ended September 30, 2026 and 2025 was $30.3 million and $116.6 million, respectively, representing a 74.0% year-over-year improvement in our profitability.

Previous 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.

Current wording

The increase in Adjusted EBITDA and Adjusted Net income for the three and nine months ended September 30, 2026, as well as the improvement in net loss attributable to the Company for the nine months ended September 30, 2026 were primarily due to the KUBRA Acquisition, the growth of existing clients and cost savings initiatives. In addition, the net loss attributable to the Company for the nine months ended September 30, 2025 were impacted by the goodwill impairment loss. The increase in net loss attributable to the Company for the three months ended September 30, 2026 was primarily due to the change in fair value of tax receivable liability, increased interest expense, and lower interest income.

Previous 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.

Current wording

We have historically financed our operations and working capital through net cash from operating activities. As of September 30, 2026, we had $63.8 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 $40.8 million as of September 30, 2026.

Previous wording

On May 16, 2022, our board of directors approved a share repurchase program under which we may repurchase up to $50 million of our outstanding Class A common stock (the “Share Repurchase Program”). On May 8, 2025, our board of directors approved the increase of its authorized Share Repurchase Program to up to $75 million. The Share Repurchase Program has no expiration date but may be modified, suspended or discontinued at any time at our discretion. As of June 30, 2026, we have $23.0 million remaining capacity under the Share Repurchase Program.

Current wording

On May 16, 2022, our board of directors approved a share repurchase program under which we may repurchase up to $50 million of our outstanding Class A common stock (the “Share Repurchase Program”). On May 8, 2025, our board of directors approved the increase of its authorized Share Repurchase Program to up to $75 million. The Share

Previous wording

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

Current wording

Net cash used in investing activities was $425.9 million for the nine months ended September 30, 2026, primarily due to the KUBRA Acquisition.

Previous 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.

Current wording

Net cash used in investing activities was $32.4 million for the nine months ended September 30, 2025, due to the capitalization of software development activities.

Previous 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.

Current wording

Net cash provided by financing activities was $307.9 million for the nine months ended September 30, 2026, due to the $500.0 million borrowings under the Term Loan Facility and $110.0 million borrowings of the revolving credit facility under the Second Amended Credit Agreement, partially offset by the $257.8 million 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 $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.

Current wording

Net cash used in financing activities was $130.2 million for the nine months ended September 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.