Repay Holdings Corp. Form 8-K Summary
Business Context and Reporting Period
Company: Repay Holdings Corporation (RPAY)
Filing Date: April 13, 2026
Reporting Period: Current Report on Form 8-K regarding events occurring on April 13, 2026.
Business Context: The Company is a Delaware corporation with principal executive offices in Atlanta, Georgia. This filing announces the adoption of a stockholder rights plan (poison pill) to protect against unsolicited takeover attempts.
Key Financial Metrics
This filing is a Current Report on Form 8-K and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing focuses exclusively on corporate governance and capital structure modifications.
Material Changes Versus Prior Period
The primary material change is the implementation of a stockholder rights plan effective April 13, 2026. Key changes include:
- Dividend Declaration: The Board declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of Class A common stock.
- Record and Payable Dates: The dividend is payable on April 24, 2026, to stockholders of record as of the close of business on that date.
- Triggering Threshold: The plan imposes significant dilution on any person or group that becomes the beneficial owner of 12.5% or more of the outstanding Common Stock without Board approval.
- Capital Structure Amendment: The Company filed a Certificate of Designation for Series A Junior Participating Preferred Stock with the Delaware Secretary of State on April 14, 2026.
Guidance, Outlook, and Plan Mechanics
Management Commentary and Plan Details:
- Triggering Event: Rights become exercisable 10 days after the public announcement of an "Acquiring Person" (12.5% ownership).
- Flip-In Provision: Upon triggering, non-acquiring holders may purchase shares of Common Stock with a market value of $34.00 for $17.00 per Right.
- Flip-Over Provision: If the Company is acquired in a merger after the Distribution Date, holders may purchase shares of the acquiring corporation with a market value of $34.00 for $17.00 per Right.
- Redemption: The Board may redeem the Rights for $0.001 per Right at any time before the Distribution Date.
- Expiration: The Rights will expire on April 13, 2027, unless earlier redeemed or exchanged.
- Qualifying Offer: The Board has a 90-business-day evaluation period to consider exempting a qualifying offer from the Rights Agreement.
Risks and Contingencies: The plan is designed to deter hostile takeovers. It nullifies Rights held by an Acquiring Person. The filing notes that the description of the Rights Agreement is a summary and should be read in conjunction with the full agreement filed as Exhibit 4.1.
Investor Verification Checklist
- Verify the exact number of outstanding Class A common shares to calculate the total number of Rights issued.
- Review the full Stockholder Rights Agreement (Exhibit 4.1) for specific definitions of "beneficial ownership" and exceptions for derivative positions.
- Confirm the current market price of RPAY stock to assess the immediate economic impact of the $17.00 exercise price versus the $34.00 value provision.
- Monitor for any press releases or filings indicating a "Qualifying Offer" that might trigger the Board Evaluation Period.
- Check the Delaware Secretary of State records for the filed Certificate of Designation (Exhibit 3.1) to confirm the legal status of the Series A Junior Participating Preferred Stock.