Repay Holdings Corp (RPAY) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Repay Holdings Corporation on July 13, 2026. The filing discloses the entry into a Material Definitive Agreement and the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance changes and does not contain financial performance data.
Material Changes
- Board Expansion: The Board of Directors increased its size from six (6) to seven (7) members.
- New Director Appointment: Zachary F. Sadek was appointed to the Board effective July 13, 2026. His initial term expires at the 2027 Annual Meeting.
- Cooperation Agreement: The Company entered into a Cooperation Agreement with PCP Managers II, L.P., an affiliate of one of the Company's largest stockholders.
Guidance, Outlook, and Risks
Management Commentary: The Board determined that Mr. Sadek qualifies as an "independent director" under NASDAQ listing standards. He brings over two decades of experience in payments, financial technology, and software sectors.
Agreement Terms: The Cooperation Agreement includes customary standstill restrictions and confidentiality obligations. These remain in effect until the earlier of 30 days after Mr. Sadek's departure from the Board or the day following the conclusion of the 2027 Annual Meeting.
Compensation: Mr. Sadek is eligible to participate in the Company's standard compensation arrangements for non-employee directors and will enter into a standard indemnification agreement.
Investor Verification Checklist
- Review the full text of the Cooperation Agreement (Exhibit 10.1) for specific standstill restrictions and voting agreements.
- Verify the identity and background of PCP Managers II, L.P. and its relationship to the Company's largest stockholders.
- Confirm the details of the non-employee director compensation plan referenced in the May 11, 2026 proxy statement.
- Monitor the Company's 2027 Annual Meeting for the nomination and election of Mr. Sadek.