Repay Holdings Corp

Condensed Consolidated Balance Sheets

Condensed Consolidated Statem ents of Operations

Condensed Consolidated Statements of Changes in Equity

Condensed Consolidated Statements of Changes in Equity

(Unaudited) (Continued)

Condensed Consolidated Statem ents of Cash Flows

1. Organizational Structure and Corporate Information

Repay Holdings Corporation was incorporated as a Delaware corporation on July 11, 2019 in connection with the closing of a transaction (the “Business Combination”) pursuant to which Thunder Bridge Acquisition Ltd., a special purpose acquisition company organized under the laws of the Cayman Islands (“Thunder Bridge”), (a) domesticated into a Delaware corporation and changed its name to “Repay Holdings Corporation” and (b) consummated the merger of a wholly owned subsidiary of Thunder Bridge with and into Hawk Parent Holdings, LLC, a Delaware limited liability company (“Hawk Parent”).

Throughout this section, unless otherwise noted or unless the context otherwise requires, the terms “we”, “us”, “Repay” and the “Company” and similar references refer to Repay Holdings Corporation and its consolidated subsidiaries.

The Company is headquartered in Atlanta, Georgia.

On March 27, 2026, the Company entered into and consummated an asset purchase agreement with a strategic distribution partner for a purchase price of approximately $22.5 million. The transaction primarily reflects a buyout of the partner’s economic interests in the underlying commercial arrangement. The acquired assets consisted of customer relationships, customer contracts, intellectual property and other tangible and intangible assets.

On March 30, 2026, the Company entered into a stock purchase agreement with Hearst KUBRA Holdings, Inc., a Delaware corporation, 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 which the Company would acquire all of the issued and outstanding capital stock of KUBRA (the “KUBRA Acquisition”). The KUBRA Acquisition was closed on June 1, 2026. The Company paid an aggregate consideration of$354.1 million at closing under the terms of the stock purchase agreement. The Company financed the KUBRA Acquisition through a combination of cash on hand and a term loan facility in an aggregate principal amount of $500 million.

On April 13, 2026, the Board of Directors of the Company declared a dividend ofone preferred share purchase right (a “Right”) for each outstanding share of Class A common stock, and adopted a stockholder rights plan, as set forth in the Stockholder Rights Agreement, dated as of April 13, 2026 (the “Rights Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. The dividend was paid on April 24, 2026 to Company stockholders of record as of the close of business on April 24, 2026.

In general terms, the Rights Agreement imposes significant dilution upon any person or group (other than the Company, certain related persons and other exceptions as set forth in the Rights Agreement) that is or becomes the beneficial owner of 12.5% (the “Triggering Percentage”) or more of the Company’s outstanding Class A common stock without the prior approval of the Board. A person or group that becomes the beneficial owner of the Triggering Percentage or more is called an “Acquiring Person.” Any Rights held by an Acquiring Person will be null and void and may not be exercised. Stockholders that beneficially owned the Triggering Percentage or more of the Company’s outstanding Class A common stock on the date the plan was adopted are not considered Acquiring Persons; however, such stockholders generally may not acquire, or obtain the right to acquire, beneficial ownership of one or more additional shares of the Company’s outstanding Class A common stock. The term “beneficial ownership” is defined in the Rights Agreement and includes, among other things, certain securities that may be exercised or converted into shares of Class A common stock and certain derivative arrangements. This description of the Rights Agreement does not purport to be complete and should be read together with the entire Rights Agreement, which was included as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 14, 2026, and incorporated by reference hereto.

On August 13, 2026, the Company made a $14.0 million initial cash payment in connection with the acquisition of a license to a third party’s integrated payables software and rights with respect to certain related bank reseller contracts. The Company may also be required to make contingent cash payments up to $6.0 million in the aggregate based on the bank reseller contracts successfully assigned to the Company. The licensor is also providing transitional hosting, maintenance and other support services for specified periods while the bank reseller portfolio is migrated to the Company’s platform, and the Company will pay quarterly charges for these services.

2. Basis of Presentation and Summary of Significant Accounting Policies

Unaudited Interim Condensed Consolidated Financial Statements

These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited condensed consolidated financial statements and accompanying notes, which are included in the Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”).

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with instructions to Form 10-Q and Rule 10-01 of SEC Regulation S-X as they apply to interim financial information. Accordingly, the interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading. The Company uses the accrual basis of accounting whereby revenues are recognized when earned, usually upon the date services are rendered, and expenses are recognized at the date services are rendered or goods are received.

The interim condensed consolidated financial statements are unaudited, but in the Company’s opinion include all adjustments of a normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments, operations and cash flows as of and for the periods presented. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Repay Holdings Corporation, its wholly owned subsidiary KUBRA US Acquisition Corporation and its majority-owned subsidiary, Hawk Parent Holdings LLC, along with Hawk Parent Holdings LLC’s wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Reclassification

The Company changed its presentation for customer deposits from Accrued expenses and Other liabilities to Contract liabilities and its presentation for deferred revenue from Other current liabilities to Contract liabilities within the Condensed Consolidated Balance Sheets. Prior period amounts have been revised to conform to the current presentation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported Condensed Consolidated Statements of Operations during the reporting period. Actual results could differ materially from those estimates.

Segment Reporting

The Company reports operating results throughtwo reportable segments: (1) Consumer Payments and (2) Business Payments, as further discussed in Note 15. Segments.

Accounting Policies related to KUBRA Acquisition

As a result of the KUBRA Acquisition, the Company implemented the following accounting policies in addition to the accounting policies in Note 2. Basis of Presentation and Summary of Significant Accounting Policies to the Company’s Notes to Consolidated Financial Statements in Part II, Item 8 of the 2025 Form 10-K.

Inventories

Inventories consist principally of paper, envelopes, ink and toner, and represent products available for sale and are accounted for using the first-in, first-out (“FIFO”) method and valued at the lower of cost or net realizable value.

The Company assesses the valuation of inventory and periodically writes down the value for estimated excess and obsolete inventory based upon estimates of future demand and market conditions. Inventory valuation requires the Company to make judgments, based on information available at each reporting period. Inventory valuation losses are recorded as cost of services.

Finance Lease

The Company leases certain printing equipment used in its production operations under arrangements that are accounted for as finance leases in accordance with ASC 842, Leases(“ASC 842”). At the commencement date of a lease, the Company determines whether the arrangement contains a lease and classifies the lease as either an operating lease or a finance lease based on the criteria prescribed by ASC 842.

For finance leases, the Company recognizes ROU assets and corresponding lease liabilities on the balance sheet at the lease commencement date. Lease liabilities are measured as the present value of future lease payments over the lease term. ROU assets are initially measured as the amount of lease liabilities, adjusted for any lease payments made before commencement, initial direct costs incurred, and lease incentives received.

Finance lease ROU assets are amortized on a straight-line basis, over the shorter of the lease term or the estimated useful life of the underlying asset. Amortization expense associated with finance lease ROU assets is included within Cost of services in the Condensed Consolidated Statements of Operations, as appropriate based on the use of the leased assets. Interest expense on finance lease liabilities is recognized using the effective interest method and recorded within Interest expenses in the Condensed Consolidated Statements of Operations.

The Company evaluates finance lease ROU assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Impairment is recognized in accordance with the guidance in ASC 360, Property, Plant, and Equipment.

Recently Issued Accounting Pronouncements not yet Adopted

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)” (“ASU 2024-03”). ASU 2024-03 requires an entity to disclose specified information about certain costs and expenses in the notes to financial statements at each interim and annual reporting period. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, with early adoption permitted. The Company is currently in the process of evaluating the effects of ASU 2024-03 on its Consolidated Financial Statements.

Induced Conversions of Convertible Debt Instruments

In November 2024, the FASB issued Accounting Standards Update No. 2024-04, “Debt - Debt with Conversion and Other Options (Subtopic 470-20)” (“ASU 2024-04”). ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. ASU 2024-04 is effective for annual periods beginning after December 15, 2025, with early adoption permitted for all entities that have adopted the amendments in Accounting Standards Update No. 2020-06. The Company is currently in the process of evaluating the effects of ASU 2024-04 on its Consolidated Financial Statements.

Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued Accounting Standards Update No. 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”). ASU 2025-05 provides (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. ASU 2025-05 is effective for annual periods beginning after December 15, 2025, with early adoption permitted. The Company is currently in the process of evaluating the effects of ASU 2025-05 on its Consolidated Financial Statements.

Accounting for Internal-Use Software

In September 2025, the FASB issued Accounting Standards Update No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”). ASU 2025-06 removes all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40 and requires an entry to start capitalizing software costs when both of the following occur: (1) Management has authorized and committed to funding the software

project; (2) It is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). ASU 2025-06 is effective for annual periods beginning after December 15, 2027, with early adoption permitted as of the beginning of an annual reporting period. The Company is currently in the process of evaluating the effects of ASU 2025-06 on its Consolidated Financial Statements.

Interim Reporting

In December 2025, the FASB issued Accounting Standards Update No. 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements” (“ASU 2025-11”). ASU 2025-11 includes a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities and for interim reporting periods within annual reporting periods beginning after December 15, 2028, for entities other than public business entities, with early adoption permitted. The Company is currently in the process of evaluating the effects of ASU 2025-11 on its Consolidated Financial Statements.

3. Revenue

For the Company’s accounting policies for recognizing revenue and contract costs, see Note 2. Basis of Presentation and Summary of Significant Accounting Policies and Note 3. Revenue to the Company’s Notes to Consolidated Financial Statements in Part II, Item 8 of the 2025 Form 10-K.

As a result of the KUBRA Acquisition, the Company has acquired a bill presentment revenue stream, a communication services revenue stream and a professional services revenue stream. All revenue streams have been presented within Revenue in the Condensed Consolidated Statements of Operations.

Bill Presentment Revenue

Bill presentment revenue consists of fees for the design, preparation, printing and distribution of paper and electronic bills, invoices and other documents, including document fulfillment and print and mail services. Fees are generally a fixed amount per bill or document and are billed in arrears based on actual volumes. Revenue from print and mail services is recognized at the point in time when the data is processed and the documents are printed, folded, inserted and delivered to the postal service. Revenue from electronic bill presentment is recognized at the point in time the bill is delivered, as the service is provided. The amount of bill presentment revenue is driven primarily by clients’ underlying billing and statement volumes and is affected by factors such as postal rate changes and paper and print input costs.

Communication Services Revenue

Communication services revenue consists primarily of automated messaging, including text and email communications and service outage notifications, principally for utility clients. Fees consist of a fixed fee per interaction, annual subscription fees, and annual maintenance and support fees. Revenue from per-interaction fees is recognized when the message is delivered, and subscription, maintenance and support fees are recognized ratably over the contract term. Communication services revenue is included within professional services and other revenue in the disaggregation of revenue tables below.

Professional Services Revenue

Professional services revenue consists of fees from one-time professional services, consulting, implementation and delivery arrangements. Revenue is recognized over time or at a point in time depending on specific contract terms. For milestone-based contracts defined in statements of work (“SOW”), revenue is recognized as individual contract milestones are achieved and accepted. For other arrangements, performance obligations are completed when the final deliverables or work results are placed into production and in use by the customer.

Amounts invoiced in advance of revenue recognition are recorded as deferred revenue and recognized as revenue as the related performance obligations are satisfied. Deferred revenue is expected to be recognized as revenue within one year and is classified within Contract liabilities in the Condensed Consolidated Balance Sheets.

Disaggregation of revenue

The Company’s revenue is from three types of services: (i) payment processing, (ii) bill presentment and (iii) professional services and other. The payment processing revenue is further disaggregated by two types of relationships: (i) direct relationships and (ii) indirect relationships. The following table presents the Company’s revenue disaggregated by segment for the periods indicated.

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Payment processing revenue is earned from fees on payment transactions processed and varies with payment volumes, interchange and network fees, and client attrition. It is further disaggregated by type of relationship: (a) direct relationships and (b) indirect relationships.

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Bill presentment revenue is earned from fees for producing and distributing bills and related documents and varies with clients’ billing volumes, postal rates and print input costs.

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Professional services and other revenue includes professional services, communication services, and other revenue, and varies with client onboarding and implementation activity and with messaging and subscription activity.

(1)

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

(2)

Direct relationships revenue includes $1.0 million and $3.7 million of interest earned on settlements for the three and nine months ended September 30, 2026, respectively. Direct relationships revenue includes $1.6 million and $3.8 millionof interest earned on settlements for the three and nine months ended September 30, 2025, respectively. Interest earned on settlements do not represent revenues recognized in the scope of ASC 606, Revenue from contracts with customers.

When the Company’s right to consideration for performance is contingent upon a future event or satisfaction of additional performance obligations, the amount of revenues the Company has recognized in excess of the amount the Company has billed to the client is recognized as a contract asset. The contract asset balance was $3.5 million and $3.2 million as of September 30, 2026 and December 31, 2025, respectively, and is included within Prepaid expenses and other in the Condensed Consolidated Balance Sheets.

The Company records contract liabilities to deferred revenue when the Company receives customer payments in advance of the performance obligation being satisfied on the Company’s contracts. The contract liabilities contain $8.9 million of customer deposits and $17.5 million of deferred revenue as of September 30, 2026, and are included within Contract liabilities in the Condensed Consolidated Balance Sheets.

As of September 30, 2026 and December 31, 2025, the Company recorded deferred commissions of $2.6 million and $2.3 million, net of amortization, respectively, within Other assets in the Condensed Consolidated Balance Sheets. The amortization of deferred commissions is recorded within Selling, general and administrative in the Condensed Consolidated Statements of Operations.

4. Earnings Per Share

During the three and nine months ended September 30, 2026 and 2025, basic and diluted net loss per common share are the same since the inclusion of the assumed exchange of all limited liability company interests of Hawk Parent (“Post-Merger Repay Units”), unvested share-based awards, outstanding stock options, outstanding employee stock purchase plan (“ESPP”) purchase rights and the Company’s convertible senior notes would have been anti-dilutive.

The following table summarizes net income (loss) attributable to the Company and the weighted average basic and diluted shares outstanding:

For the three and nine months ended September 30, 2026 and 2025, the following common stock equivalent shares were excluded from the computation of the diluted loss per share, since their inclusion would have been anti-dilutive:

(1)

Represents unvested RSAs, RSUs and PSUs. For PSUs, share numbers are based on the 100% target payout level.

Shares of the Company’s Class V common stock do not participate in the earnings or losses of the Company and, therefore, are not participating securities. As such, separate presentation of basic and diluted earnings per share of Class V common stock under the two-class method has not been presented. Each share of the Company’s Class V common stock gives the holder the right to vote the number of shares corresponding to the number of Post-Merger Repay Units held by that holder, but shares of Class V common stock have no economic rights.

5. Business Combination

KUBRA

On March 30, 2026, the Company entered into a stock purchase agreement with respect to the KUBRA Acquisition, pursuant to which the Company acquired all of the issued and outstanding capital of KUBRA. The KUBRA Acquisition was closed on June 1,2026. Under the terms of the stock purchase agreement between the Company and the owner of KUBRA (“KUBRA Purchase Agreement”), the aggregate cash purchase price for the KUBRA Acquisition was approximately $354.1 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 (defined below). The KUBRA Purchase

Agreement contains customary representations, warranties and covenants by the Company and the former owners of KUBRA, as well as a customary post-closing adjustment provision relating to working capital and similar items.

The Company recorded a preliminary allocation of the purchase price to KUBRA’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the June 1, 2026 closing date. The preliminary purchase price allocation is as follows:

The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows:

Good will of $177.0 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired, of which $0 is expected to be deductible for tax purposes. Goodwill was allocated 100% to the Company’s Cons umer Payments segment. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of KUBRA.

KUBRA contributed $85.9 million to revenue and $17.8 million in net income to the Company’s unaudited interim Consolidated Statements of Operations, from June 1, 2026 through September 30, 2026.

Transaction Expenses

The Company incurred transaction expenses of $2.0 million and $4.3 million for thethree and nine months ended September 30, 2026, respectively, related to the KUBRA Acquisition.

Measurement Period

The preliminary purchase price allocations for the KUBRA Acquisition are based on initial estimates and provisional amounts. For the acquisition completed during the nine months ended September 30, 2026, the Company continues to refine its inputs and estimates inherent in the valuation of intangible assets, deferred income taxes, realization of tangible assets and the accuracy and completeness of liabilities within the measurement period. The Company is conducting a transfer pricing study to document legal ownership of intellectual property and appropriate intercompany royalty rates between KUBRA’s U.S. and Canadian legal entities. The outcome of this study may change (i) the allocation of intangible asset values and associated tax amortization benefits between U.S. and Canadian tax jurisdictions, and (ii) the opening deferred tax liability, both of which would flow through to a corresponding adjustment to goodwill.

Pro Forma Financial Information (Unaudited)

The supplemental consolidated results of the Company on an unaudited pro forma basis give effect to KUBRA Acquisition as if the transactions had occurred on January 1, 2025. The unaudited pro forma information reflects adjustments for the debt incurred in connection with the transactions, the impact of the fair value of intangible assets acquired and related amortization and other adjustments the Company believes are reasonable for the pro forma presentation.

6. Fair Value

The following table summarizes, by level within the fair value hierarchy, estimated fair values of the Company’s assets and liabilities measured at fair value on a recurring or nonrecurring basis or disclosed, but not carried, at fair value in the Condensed Consolidated Balance Sheets as of the dates presented. There were no transfers into, out of, or between levels within the fair value hierarchy during any of the periods presented.

Cash and cash equivalents

Cash and cash equivalents contains cash on hand, demand deposit accounts, money market accounts and short-term investments with original maturities of three months or less. They are classified within Level 1 of the fair value hierarchy, under Accounting Standard Codification (“ASC”) 820, Fair Value Measurements (“ASC 820”), as the price is obtained from quoted market prices in an active market. The carrying amounts of the Company’s cash and cash equivalents approximate their fair values due to the short maturities and highly liquid nature of these accounts.

Restricted Cash

Restricted cash is classified within Level 1 of the fair value hierarchy under ASC 820, as the primary component is cash that is used as collateral for debts. The carrying amounts of the Company’s restricted cash approximate their fair values due to the highly liquid nature.

Other assets

Other assets contain a minority equity investment in a privately-held company. The Company elected a measurement alternative for measuring this investment under ASC 321, Investments – Equity Securities, in which the carrying amount is adjusted based on any observable price changes in orderly transactions. The investment is classified as Level 2 as observable adjustments to value are infrequent and occur in an inactive market.

Borrowings

The revolving credit facility, term loan facility and convertible senior notes are measured at amortized cost, which the carrying value is unpaid principal net of unamortized debt discount and debt issuance costs (“DDIC”). The estimated fair value of the revolving credit facility and term loan facility approximates the unpaid principal because its interest rate approximates market interest rates. The estimated fair value of convertible senior notes is determined using the quoted prices from over-the-counter markets. The estimated fair value of the Company’s borrowings is classified within Level 2 of the fair value hierarchy, as the market interest rates and quoted prices are generally observable and do not contain a high level of subjectivity.

The following table provides the carrying value and estimated fair value of borrowings. See Note 10. Borrowings for further discussion on borrowings.

Tax Receivable Agreement

Upon the completion of the Business Combination, the Company entered into the TRA with holders of Post-Merger Repay Units. As a result of the TRA, the Company established a liability in its consolidated financial statements. The Company elected to measure TRA at fair value under ASC 825, Financial Instruments - Fair Value Option, to better align its economic value with the Company’s risk management strategies. The fair value of TRA is based on estimates of discounted future cash flows associated with the estimated payments to the Post-Merger Repay Unit holders. These inputs are not observable in the market; thus, the TRA is classified within Level 3 of the fair value hierarchy, under ASC 820. The change in fair value is re-measured at each reporting period with the change in fair value being recognized in accordance with ASC 805, Business Combinations, which is recorded within Change in fair value of tax receivable liability in the Company’s Condensed Consolidated Statements of Operations.

The Company used a discount rate, also referred to as the Early Termination Rate, as defined in the TRA, to determine the present value, based on arisk-free rate plus a spread, pursuant to the TRA. A rate of 5.62% was applied to the forecasted TRA payments at September 30, 2026, in order to determine the fair value. A significant increase or decrease in the discount rate could have resulted in a lower or higher balance, respectively, as of the measurement date. During the nine months ended September 30, 2026, the TRA balance was adjusted by $8.6 million through a payment, accretion expense and a valuation adjustment, primarily related to a change in the discount rate, which was 5.59% as of December 31, 2025.

The following table provides a rollforward of the TRA related to the acquisition and exchanges of Post-Merger Repay Units. See Note 14. Taxation for further discussion on the TRA.

7. Property and Equipment

Property and equipment consisted of the following:

Depreciation expense for property and equipment was $0.7 million and $1.2 million for the three and nine months ended September 30, 2026, respectively. Depreciation expense for property and equipment was $0.3 million and $0.9 million for the three and nine months ended September 30, 2025, respectively.

8. Intangible Assets

The Company holds definite and indefinite-lived intangible assets. As of September 30, 2026, the indefinite-lived intangible assets consist oftwo trade names, arising from the acquisition of Hawk Parent and KUBRA. At December 31, 2025, the indefinite-lived intangible assets consist ofone trade name, arising from the acquisition of Hawk Parent.

Intangible assets consisted of the following:

The Company’s amortization expense for intangible assets was $36.6 million and $88.6 million for the three and nine months ended September 30, 2026, respectively. The Company’s amortization expense for intangible assets was $25.4 million and $75.5 million for the three and nine months ended September 30, 2025, respectively.

The estimated amortization expense for the next five years and thereafter in the aggregate is as follows:

9. Goodwill

The following table presents changes to goodwill for thenine months ended September 30, 2026.

There were no impairments of goodwill for either the Consumer Payments or Business Payments segment during the three and nine months ended September 30, 2026. As of September 30, 2026 and December 31, 2025, accumulated impairment losses were $241.7 millionfor the Consumer Payments segment and $76.3 million for the Business Payments segment.

10. Borrowings

2026 Credit Agreement

On June 1, 2026, the Company and certain subsidiaries of the Company party thereto, as guarantors, entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions party thereto, as lenders, and Truist Bank, as administrative agent. The Credit Agreement provides for (i) a senior secured first lien term loan facility in an aggregate principal amount of $500.0 million (the “Term Loan Facility”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $100.0 million (the “Revolving Credit Facility”), which includes a $15.0 million sublimit for letters of credit and a $15.0 million swingline subfacility. The Revolving Credit Facility is available in U.S. dollars and Canadian dollars, subject to a cap on Canadian dollar borrowings. The Credit Agreement permits the Borrower to increase the principal amount of the Term Loan Facility or the Revolving Credit Facility subject to certain restrictions and conditions. Borrowings under the Credit Agreement bear interest, at the Company’s option, at either (i) a term Secured Overnight Financing Rate (“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% for term SOFR 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 certain adjustments as set forth in the Credit Agreement. The Term Loan Facility matures on the earlier of (a) the seventh anniversary of the Closing Date and (b) the date that is 91 days prior to the maturity date of the Company’s 2.875% Convertible Senior Notes due 2029 (subject to certain exceptions for adequate liquidity). The maturity date of the Term Loan Facility may be extended, subject to certain terms and conditions. The Term Loan Facility is subject to scheduled quarterly amortization, with the balance due at maturity. The Revolving Credit Facility matures on the earlier of (a) 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 liquidity) and (c) the date that is 91 days prior to the maturity date of the Company’s 2.875% 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.

As of September 30, 2026, the Company had$498.8 million outstanding under the Term Loan Facility. The Company’s interest expense on the Term Loan Facility was $11.5 million and $15.4 million for thethree and nine months ended September 30, 2026, respectively. As of September 30, 2026, the Company had $0 drawn against the Revolving Credit Facility. The Company paid $0.0 million and $0.1 million in fees related to unused commitments for the Revolving Credit Facility for the three and nine months ended September 30, 2026, respectively.

2024 Second Amended Credit Agreement

On July 10, 2024, the Company entered into a Second Amended and Restated Revolving Credit Agreement (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. The borrowings accrued interest at either base rate plus a margin of 0.75% to 1.75% or at an adjusted SOFR rate plus a margin of 1.75% to 2.75%, in each case depending on the total net leverage ratio, as defined in the Second Amended Credit Agreement. The unused commitment fees accrued at 0.25% on the daily amount of unused commitment. This facility matured on the earlier of (a)July 10, 2029 or (b) the date that is 91 days prior to the maturity date of the 2029 Notes (defined below) (subject to certain exceptions for adequate liquidity), subject to extension.

On January 26, 2026, the Company borrowed $110.0 million under the revolving credit facility pursuant to the Second Amended Credit Agreement. Outstanding borrowing under the revolving credit facility accrued interest at an adjusted SOFR rate plus a margin as provided in the Second Amended Credit Agreement.

On June 1, 2026, in connection with the Company’s entry into the Credit Agreement, the Company repaid in full all outstanding obligations and terminated all commitments pursuant to the Second Amended Credit Agreement. A loss on extinguishment of debt of $1.2 million, net of a write-off of unamortized debt issuance costs associated with the principal, was recognized for thenine months ended September 30, 2026 in the Company’s Condensed Consolidated Statements of Operations.

The Company’s interest expense on the revolving credit facility under the Second Amended Credit Agreement was $2.0 million for thenine months ended September 30, 2026. The Company’s interest expense on the revolving credit facility under the Second Amended Credit Agreement was $0 for both thethree and nine months ended September 30, 2025. The Company paid $0.1 million in fees related to unused commitments under the Second Amended Credit Agreement for the nine months ended September 30, 2026. The Company paid $0.2 million and $0.3 million in fees related to unused commitments under the Second Amended Credit Agreement for the three and nine months ended September 30, 2025, respectively.

Convertible Senior Notes

On January 19, 2021, the Company issued $440.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2026 (the “2026 Notes”) in a private placement. The initial conversion rate of any 2026 Notes was 29.7619 shares of Class A common stock per $1,000 principal amount of 2026 Notes (equivalent to an initial conversion price of approximately $33.60 per share of Class A common stock). Upon conversion of the 2026 Notes, the Company had the option to choose to pay or deliver cash, shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock. The 2026 Notes matured on February 1, 2026. Subject to Nasdaq requirements, the Company controlled the conversion rights prior to November 3, 2025, unless a fundamental change or an event of default occurred. On July 8, 2024, the Company repurchased $220.0 million in aggregate principal amount of the 2026 Notes at a discount based on the quoted prices from over-the-counter markets, with a cash payment of $205.2 million. The repurchase of the 2026 Notes resulted in a gain of $13.1 million, net of a write-off of debt issuance costs relating to the repurchased principal during the year ended December 31, 2024, and was recorded within Gain on extinguishment of debt in the Company’s Consolidated Statements of Operations. On August 22, 2025, the Company repurchased $73.5 million in aggregate principal amount of the 2026 Notes at a discount, for a total cash consideration of $72.0 million. The transaction resulted in a gain on extinguishment of debt of $1.4 million, net of a write-off of unamortized debt issuance costs associated with the repurchased principal. This gain was recognized within Gain on extinguishment of debt in the Company’s Condensed Consolidated Statements of Operations during the year ended December 31, 2025. On or about February 2, 2026, the Company repaid $146.5 million of the remaining aggregate principal amount of the 2026 Notes using the $110.0 million borrowing under the revolving credit facility and approximately $36.5 million of cash on hand. The 2026 Notes were satisfied and discharged in full at that time.

On July 8, 2024, the Company issued $287.5 million aggregate principal amount of 2.875% Convertible Senior Notes due 2029 (the “2029 Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. $27.5 million aggregate principal amount of the 2029 Notes were sold in connection with the full exercise of the initial purchasers’ option to purchase such additional 2029 Notes offering pursuant to the purchase agreement. The net proceeds of the 2029 Notes were $279.2 million after fees and expenses incurred. The 2029 Notes bear interest at a fixed rate of 2.875% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2025. The initial conversion rate of the 2029 Notes was 76.8182 of the Class A common stock per $1,000 principal amount of the 2029 Notes (equivalent to an initial conversion price of approximately $13.02 per share of Class A common stock). The conversion rate is subject to customary adjustments upon the occurrence of certain events. Prior to April 15, 2029, the 2029 Notes are convertible at the option of the holders, only under certain circumstances, into cash up to the aggregate principal amount of the 2029 Notes to be converted and cash, shares of the Company’s Class A common stock, or a combination of cash and shares, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2029 Notes being converted. On or after April 15, 2029 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert the 2029 Notes at any time, regardless of the foregoing circumstances. The 2029 Notes will mature on July 15, 2029, unless earlier repurchased, redeemed, or converted in accordance with their terms.

During the nine months ended September 30, 2026, the conversion contingencies of the convertible senior notes were not met, and the conversion terms of the 2029 Notes were not significantly changed. The Company’s interest expense on the convertible senior notes was $2.1 million and $6.2 million for thethree and nine months ended September 30, 2026, respectively. The Company’s interest expense on the convertible senior notes was $2.1 million and $6.2 million for thethree and nine months ended September 30, 2025, respectively.

The following table summarizes the total borrowings under the credit agreements and convertible senior notes:

(1)

The Term Loan Facility bears interest at a variable rate, which was 9.18% as of September 30, 2026.

(2)

The effective interest rate was 1.93% and 3.39%for the three and nine months ended September 30, 2026, respectively. The effective interest ratewas 1.02% and 3.07% for thethree and nine months ended September 30, 2025, respectively.

(3)

Pursuant to the terms of the Credit Agreement, the Company is required to make quarterly principal payments equal to 0.25% of the initial principal amount of the Term Loan Facility.

(4)

The Company incurred $1.6 million and $3.1 million on the amortization of deferred debt issuance costs for thethree and nine months ended September 30, 2026, respectively. The Company incurred $0.8 million and $2.4 millionof interest expense for the amortization of deferred debt issuance costs for the three and nine months ended September 30, 2025, respectively.

The following is a summary of principal maturities of long‑term debt for each of the next five years ending December 31 and in the aggregate:

11. Commitments and Contingencies

Legal Matters

The Company is a party to various claims and lawsuits incidental to its business. In the Company’s opinion, the liabilities, if any, which may ultimately result from the outcome of such matters, individually or in the aggregate, are not expected to have a material adverse effect on its financial position, liquidity, results of operations or cash flows.

Leases

The Company has commitments under operating and finance leases for real estate leased from third parties under non-cancelable leases and certain equipment used in its operations. The Company’s operating leases typically have lease terms between three years andten years, with the longest lease term having an expiration date in 2035. Most of these operating leases include one or more renewal options forfive years or less, andcertain operating leases also include lessee termination options. At lease commencement, the Company assesses whether it is reasonably certain to exercise a renewal option, or reasonably certain not to exercise a termination option, by considering various economic factors. Options that arereasonably certain of being exercised are factored into the determination of the lease term, and related payments are included in the calculation of the operating lease ROU asset and operating lease liabilities.

During the three and nine months ended September 30, 2026, the Company recognized sublease income of $0.1 million and $0.2 million, respectively. During the three and nine months ended September 30, 2025, the Company recognized sublease income of $0.1 million and $0.2 million, respectively. Sublease income is recorded within Other income (loss) in the Company’s Condensed Consolidated Statements of Operations.

The components of lease cost are presented in the following table:

The Company’s ROU assets, lease liabilities, and associated balance sheet classifications are presented in the following table:

Weighted average remaining lease terms and discount rates are presented in the following table:

Other information related to leases is as follows:

The following table presents a maturity analysis of the Company’s operating and finance leases liabilities as of September 30, 2026:

12. Related Party Transactions

The Company held TRA payables for related parties of $8.0 million and $22.3 million as of September 30, 2026 and December 31, 2025, respectively. These amounts were owed to holders of the Post-Merger Repay Units.

13. Share Based Compensation

Omnibus Incentive Plan

At the 2019 Annual Shareholders Meeting of Thunder Bridge, the shareholders considered and approved the 2019 Omnibus Incentive Plan (the “Incentive Plan”) which resulted in the reservation of 7,326,728 shares of Class A common stock for issuance thereunder. The Incentive Plan initially became effective immediately upon the closing of the Business Combination. In June 2022, the Incentive Plan was amended and restated to reserve an additional 6,500,000 shares of Class A common stock for issuance thereunder. In May 2024, the Incentive Plan was again amended and restated to reserve an additional 8,400,000 shares of Class A common stock for issuance thereunder. In June 2026, the Incentive Plan was again amended and restated to reserve an additional 2,500,000 shares of Class A common stock for issuance thereunder, so that the total reserved shares for issuance under the Incentive Plan is 24,726,728 shares.

Under this plan, the Company currently has four types of share-based compensation awards outstanding: performance stock units (“PSUs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance-based stock options (“PSOs”).

Share-Based Awards

The following table summarizes share-based compensation expense and the related income tax benefit recognized for the Company’s share-based compensation awards. Share-based compensation expenses are recorded within Selling, general and administrative in the Company’s Condensed Consolidated Statement of Operations.

Activity for RSAs for thenine months ended September 30, 2026 was as follows:

(1)

The forfeited shares include shares forfeited as a result of employee terminations and shares withheld to satisfy employees’ tax withholding and payment obligations in connection with the vesting of restricted stock awards under the Incentive Plan during thenine months ended September 30, 2026; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan.

Activity for RSUs for the nine months ended September 30, 2026 was as follows:

Activity for PSUs for thenine months ended September 30, 2026 was as follows:

(1)

Represent shares to be paid out at 100% target level.

For PSUs, RSAs, and RSUs vested during the nine months ended September 30, 2026, the total fair value, based upon the Company’s Class A common stock price at the date vested, was $5.4 million. Unreco gnized compensation expense related to unvested PSUs, RSAs and RSUs was $24.1 million at September 30, 2026, which is expected to be recognized as expense over the weighted-average period of 1.8 years.

Stock Options

Activity for PSOs for thenine months ended September 30, 2026 was as follows:

The Company recognized compensation expense for PSOs of $0.1 million for thenine months ended September 30, 2026. The Company recognized compensation expense for PSOs of $0.1 millionand $0.4 million during thethree and nine months ended September 30, 2025, respectively.

Inducement Awards

On September 8, 2025, the Company granted an inducement award of 118,243 shares of restricted stock outside the Incentive Plan to Robert S. Houser, the Company’s recently appointed CFO, with grant date fair value of $5.92, which is based on the quoted market value of the Company’s Class A common stock on the grant date. This award vests in four equal annual installments commencing September 8, 2026. Compensation expense is recognized on a graded vesting basis over the requisite service period. During the three and nine months ended September 30, 2026,29,560 shares of restricted stock were vested and 88,683 shares of restricted stock remain unvested.

On May 12, 2026, the Company granted inducement awards of 260,416 shares of time-based restricted stock and 260,426 performance-based restricted stock units outside the Incentive Plan to Matthew E. Morrow, the Company’s recently appointed EVP of the Consumer Payments, with the grant date fair value of $3.36, which is based on the quoted market value of the Company’s Class A common stock on the grant date. The time-based award vests in four equal annual installments commencing May 12, 2027. The performance-based award vests, if at all, at the end of three-year performance period ending December 31, 2028, based on achievement of performance criteria established by the Compensation Committee of the Company’s Board of Directors. Compensation expense of time-based restricted stock units is recognized on a graded vesting basis over the requisite service period. Compensation expense of performance-based restricted stock units is recognized on a straight-line basis over the performance period.

On June 1, 2026, the Company granted an inducement award of 833,333 shares of restricted stock units outside the Incentive Plan to Rick Watkin in connection with the KUBRA Acquisition, with the grant date fair value of $4.03, which is based on the quoted market value of the Company’s Class A common stock on the grant date. This award vests in three equal annual installments commencing June 1, 2027. Compensation expense is recognized on a graded vesting basis over the requisite service period.

The Company recognized compensation expense for inducement awards of $0.8 million and $1.3 million during thethree and nine months ended September 30, 2026, respectively. Unrecognized compensation expense related to outstanding inducement awards was $4.6 million at September 30, 2026, which is expected to be recognized as expense over the weighted-average period of 2.0 years.

Employee Stock Purchase Plan

On August 18, 2021, the Company’s stockholders approved the Repay Holdings Corporation 2021 Employee Stock Purchase Plan. The purpose of the ESPP is to provide eligible employees with the opportunity to purchase the

Company’s Class A common stock through accumulated payroll deductions. A total of 1,000,000 shares of the Company’s Class A common stock are available for issuance under the ESPP. Under the ESPP, participants are offered the right to purchase shares of the Company’s Class A common stock at a discount during a series of offering periods. The length of the offering periods under the ESPP will be determined by the administrator and may be up to twenty-seven months long.

14. Taxation

Repay Holdings Corporation is taxed as a corporation and is subject to paying corporate federal, state and local taxes on the income allocated to it from Hawk Parent, based upon Repay Holding Corporation’s economic interest held in Hawk Parent, as well as any stand-alone income or loss it generates. Hawk Parent is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Hawk Parent is not subject to U.S. federal and certain state and local income taxes. Hawk Parent’s members, including Repay Holdings Corporation, are liable for federal, state and local income taxes based on their allocable share of Hawk Parent’s pass-through taxable income.

The Company’s effective tax rate was 21.9% and 9.8% for thethree and nine months ended September 30, 2026, respectively. The Company recorded an income tax benefit of$2.8 million and$3.5 million for the three and nine months ended September 30, 2026, respectively. The effective tax rate for the three and nine months ended September 30, 2026 includesa stock-based compensation adjustments net tax shortfall of $3.7 million related to restricted stock awards vesting, a ($0.2) million net tax impact of the write-off of deferred debt issuance costs, and a $0.7 million 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 effective tax rate of the Company differs from the federal statutory rate of 21% primarily due to the tax structure of the Company, the relative weighting of the noncontrolling interest, lower income from operations over the current relevant period, as well as the aforementioned items required to be reported discretely in the interim period. The Company’s effective tax rate was 18.5% and 2.8% for thethree and nine months ended September 30, 2025, respectively. The Company recorded an income tax benefit of $1.8 million and $3.6 million for thethree and nine months ended September 30, 2025, respectively. The effective tax rate for the three and nine months ended September 30, 2025 includes a stock-based compensation adjustment net tax shortfall of $2.2 million related to restricted stock awards vesting and a net tax impact of $26.5 million related to the impact of the goodwill impairment recorded for financial accounting purposes, which are required to be recorded discretely in the interim period in which they occur. In addition, the effective tax rate includes a net $0.4 million and a ($0.1) million impact related to cancellation of debt income and write-off of unamortized debt issuance costs, respectively, associated with the partial repurchase of the 2026 Notes, which are required to be recorded discretely in the interim period in which they occur.

The Company recognized adjustments of$2.8 million and$3.5 million for the three and nine months ended September 30, 2026, respectively, of deferred tax assets related to the income tax benefit, derived from the net operating loss generated over the same period. The Company recognized adjustments of $1.8 million and $3.6 million for thethree and nine months ended September 30, 2025, respectively, of deferred tax assets related to the income benefit, derived from the net operating loss generated over the same period.

Deferred tax assets, net of$154.5 million as of September 30, 2026, relates primarily to the basis difference in the Company’s investment in Hawk Parent. The basis difference arose primarily as a result of the subsequent exchanges of Post-Merger Repay Units by the Company. In addition, as a result of the merger with BillingTree on June 15, 2021, an estimated opening deferred tax liability net of $36.1 million, as adjusted, was recorded. The merger was recognized as a Qualified Stock Purchase within the meaning of Internal Revenue Code (the “Code”) Section 338(d)(3). As such, no step up in the tax asset basis was permitted creating an estimated net deferred tax liability related to the tax asset basis difference in the investment in Hawk Parent on the opening balance sheet date. Furthermore, as part of the 2029 Notes issuance on July 8, 2024, the Company incurred $39.2 million of costs for privately negotiated capped call transactions with certain financial institutions to cover the number of shares of Class A common stock underlying the 2029 Notes. The capped call had an initial strike price of $13.02 per share and a cap price of $20.42 per share, which is subject to certain adjustments. For tax purposes, this is considered a tax-efficient capped call (i.e., the capped call is integrated with the 2029 Notes in accordance with Section 1.1275-6 of the Code). As such, the total $39.2 million incurred to acquire the capped call is treated as original issue discount (“OID”) on synthetic debt and eligible for a deduction as interest expense over the life of the instrument, subject to certain limitations under 163(j). As a result of the capped call being booked as equity for GAAP purposes instead of OID on synthetic debt, the Company was required to set up a tax effected deferred tax asset of $9.9 million for the equivalent amount of the capped call. This temporary difference created as a result of the OID Interest Expense deduction is expected to be realized over the term of the instrument. Inaddition, as a result of the KUBRA

Acquisitionon June 1, 2026, an estimated opening balance sheet deferred tax liability net of $60.0 million, as adjusted, was recorded. The transaction was recognized as a Qualified Stock Purchase within the meaning of Code Section 338(d)(3). As such, no step up in the income tax asset basis was permitted creating an estimated net deferred tax liability related to the estimated tax asset basis difference of $22.0 million, as adjusted, in the investment in Hawk Parent. The remaining $38.0 million, as adjusted, represents the estimated opening balance sheet deferred tax liability of the estimated tax asset basis of Kubra Canada.

The Company did not recognize any adjustment to the deferred tax asset (“DTA”) and offsetting deferred tax liability (“DTL”) recorded as a result of the ceiling rule limitation arising under Code Sec. 704(c) for the three and nine months ended September 30, 2026, to account for the portion of the Company’s outside basis in the partnership interest that it will not recover through tax deductions. As the ceiling rule causes taxable income allocations to be in excess of 704(b) book allocations the DTL will unwind, leaving only the DTA, which may only be recovered through the sale of the partnership interest in Hawk Parent. The Company has concluded, based on the weight of all positive and negative evidence, that all of the DTA associated with the ceiling rule limitation is not likely to be realized. As such, a 100% valuation allowance was recognized. It is not expected that the KUBRA Acquisition will change the valuation assertion with respect to the ceiling rule for the DTA.

No uncertain tax positions existed as of September 30, 2026.

Tax Receivable Agreement Liability

Pursuant to the Company’s election under Section 754 of the Code, the Company expects to obtain an increase in its share of the tax basis in the net assets of Hawk Parent when Post-Merger Repay Units are redeemed or exchanged for Class A common stock of Repay Holdings Corporation. The Company intends to treat any redemptions and exchanges of Post-Merger Repay Units as direct purchases for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that the Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

On July 11, 2019, the Company entered into a TRA that provides for the payment by the Company of 100% of the amount of any tax benefits realized, or in some cases are deemed to realize, as a result of (i) increases in its share of the tax basis in the net assets of Hawk Parent resulting from any redemptions or exchanges of Post-Merger Repay Units and from its acquisition of the equity of the selling Hawk Parent members, (ii) tax basis increases attributable to payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant to the TRA (the “TRA Payments”). The TRA Payments are not conditioned upon any continued ownership interest in Hawk Parent or the Company. The rights of each party under the TRA other than the Company are assignable. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the timing and amount of taxable income generated by the Company each year, as well as the tax rate then applicable, among other factors.

As of September 30, 2026, the Company had a liability of$192.4 million related to its projected obligations under the TRA, which is captioned as Tax receivable agreement, net of current portion in the Company’s Unaudited Condensed Consolidated Balance Sheet. The TRA liability decreased by$8.6 million during the nine months ended September 30, 2026. The decrease was primarily due to a $13.7 million payment on the current portion of the liability, an increase in Early Termination Rate from the rate used at December 31, 2025, and changes in the expected timing of future TRA payments used in the fair value assessment, partially offset by accretion of the TRA liability.

15. Segments

The Company organizes its business structure aroundtwo operating segments based on review of discrete financial results for each of the operating segments by the Company’s chief operating decision maker (“CODM”), for performance assessment and resource allocation purposes. Each of the Company’s operating segments represents a reportable segment based on ASC 280, Segment Reporting. The Company’stwo reportable segments are as follows: (1) Consumer Payments and (2) Business Payments. The Company’s CODM is the Chief Executive Officer. For both segments, the CODM uses the segment gross profit to allocate resources (including employees, property, and financial or capital resources) and assess performance of each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a monthly basis for the gross profit measure when making decisions about allocating capital and personnel to the segments.

The 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 the Company’s clients to notify, distribute billing statements, collect payments, and disburse funds to consumers and includes the Company’s clearing and settlement solutions (“RCS”) offering. RCS is the Company’s proprietary clearing and settlement platform through which the Company markets customizable payment processing programs to other Independent Sales Organizations (“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 the 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. The Consumer Payments segment represented approximately 84% and 85% of the Company’s total revenue after any intersegment eliminations for the three and nine months ended September 30, 2026, respectively. The Consumer Payments segment represented approximately 85% of the Company’s total revenue after any intersegment eliminations for both thethree and nine months ended September 30, 2025.

The Business Payments segment provides payment processing solutions (including accounts payable automation, debit and credit card processing, virtual credit card processing, ACH processing and other electronic payment acceptance solutions) that enable the Company’s clients to collect or send payments to other businesses. The strategic vertical markets served within the Business Payments segment primarily include retail automotive, education, field services, governments and municipalities, healthcare, media, HOA management and hospitality. The Business Payments segment represented approximately 16% and 15% of the Company’s total revenue after any intersegment eliminations for the three and nine months ended September 30, 2026, respectively. The Business Payments segment represented approximately 15% of the Company’s total revenue after any intersegment eliminations for both the three and nine months ended September 30, 2025.

The following table presents revenue, cost of services and gross profit for each reportable segment.

(1)

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.

(2)

Represents revenue less costs of services, including depreciation and amortization of assets used directly in the Company’s bill presentment operations.

(3)

Represents total operating expenses less costs of services.

Revenue and costs of services are attributed directly to each segment. There is no significant concentration of revenue or assets in foreign countries as of September 30, 2026. The CODM reporting package does not include interest income (expense), net, depreciation and amortization, income tax benefit (expense) and discrete asset details of the operating segments as this information is not considered by the CODM for resource allocation or other segment analysis purposes.

16. Subsequent Events

Management has evaluated subsequent events and their potential effects on these unaudited condensed consolidated financial statements. Based upon the review, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.