
Revised Proposal Continues to Significantly Undervalue the Company and Is Not in the Best Interest of Stockholders


Repay Holdings Corporation (NASDAQ:RPAY) (&#34;REPAY&#34; or the &#34;Company&#34;), a leading

<p xmlns="http://www.w3.org/1999/xhtml" class="bwalignc">
<i xmlns="http://www.w3.org/1999/xhtml">Revised Proposal Continues to Significantly Undervalue the Company and Is Not in the Best Interest of Stockholders</i>

</p><p xmlns="http://www.w3.org/1999/xhtml">
Repay Holdings Corporation (NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/RPAY">RPAY</a>) ("REPAY" or the "Company"), a leading provider of bill payment solutions, today announced that its Board of Directors (the "Board") unanimously rejected the revised unsolicited, non‑binding proposal from Forager Capital Management, LLC ("Forager Capital"), a stockholder of the Company, to acquire the outstanding shares of the Company for $5.25 per share in cash.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The Board, consistent with its fiduciary duties and in consultation with its financial and legal advisors, reviewed Forager Capital’s revised unsolicited, non-binding proposal. The Board unanimously determined that the revised proposal continues to significantly undervalue the Company and is therefore not in stockholders’ best interests.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The Board believes REPAY’s stockholders are best served by the Company dedicating its full resources to executing on its strategic plan, which includes integrating KUBRA and remaining focused on serving clients. Since closing the acquisition, REPAY has begun introducing KUBRA’s complementary capabilities to clients and delivering on key operating priorities. The Board and management remain confident this strategy will generate growth and drive long-term value for all stockholders.

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Stockholders do not need to take any action at this time.

</p><p xmlns="http://www.w3.org/1999/xhtml">
J.P. Morgan Securities LLC is serving as financial advisor, and Troutman Pepper Locke LLP and Sullivan &amp; Cromwell LLP are serving as legal counsel to REPAY.

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">About REPAY</b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology provides a comprehensive end-to-end platform offering digital payments, bill design &amp; presentment, and communication services for clients, while enhancing the overall experience for consumers and businesses.

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">Forward Looking Statements</b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the Board’s response, any outcomes relating to Forager Capital’s unsolicited, non-binding proposal, execution of the Company’s strategic plan and any other statements identified by words such as "can," "may," "will," "expect," "anticipate," "estimate," "believe," "projection" or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond its control.

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In addition to factors disclosed in REPAY’s reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: the inability to integrate and/or realize the benefits of the KUBRA acquisition, including expected synergies; that the KUBRA acquisition could disrupt relationships with customers, employees or other business partners; the impact, cost and effect of actions by activist stockholders; the risk that our stockholder rights plan may delay, discourage or prevent a change of control or acquisition of REPAY, even if such action may be considered beneficial by some stockholders; exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending, including bank failures or other adverse events affecting financial institutions, inflationary pressures, evolving U.S. trade policies, general economic slowdown or recession; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to REPAY’s clients; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY and the risk that REPAY may not be able to maintain effective internal controls.

</p><p xmlns="http://www.w3.org/1999/xhtml">
Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources it believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part.

</p><p xmlns="http://www.w3.org/1999/xhtml"><img xmlns="http://www.w3.org/1999/xhtml" alt="" src="https://cts.businesswire.com/ct/CT?id=bwnews&amp;sty=20260713039390r1&amp;sid=benz2&amp;distro=nx&amp;lang=en" style="width:0;height:0"></img><span xmlns="http://www.w3.org/1999/xhtml" class="bwct31415"></span></p><p xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink"><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-phrase">View source version on businesswire.com: </span><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-link"><a xmlns="http://www.w3.org/1999/xhtml" href="https://www.businesswire.com/news/home/20260713039390/en/" rel="nofollow">https://www.businesswire.com/news/home/20260713039390/en/</a></span></p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">Investor Relations Contact 
</b><br xmlns="http://www.w3.org/1999/xhtml"></br><a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:ir@repay.com" shape="rect">ir@repay.com 
</a><br xmlns="http://www.w3.org/1999/xhtml"></br>
<br xmlns="http://www.w3.org/1999/xhtml"></br><b xmlns="http://www.w3.org/1999/xhtml">Media Contact 
</b><br xmlns="http://www.w3.org/1999/xhtml"></br>Phil Denning and Gabriel Hasson, ICR
<br xmlns="http://www.w3.org/1999/xhtml"></br><a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:Phil.Denning@icrinc.com" shape="rect">Phil.Denning@icrinc.com</a> / <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:Gabriel.Hasson@icrinc.com" shape="rect">Gabriel.Hasson@icrinc.com</a>

</p>

RPAY

REPAY Rejects Revised Unsolicited Proposal from Forager Capital

Repay Rejects Forager's $5.25/Share Bid, Signals Commitment to KUBRA Integration

<section class="insight" data-version="1">
  <section data-block="information">
    <h3>Information</h3>
    <p>Revised Proposal Continues to Significantly Undervalue the Company and Is Not in the Best Interest of Stockholders


Repay Holdings Corporation (NASDAQ:RPAY) (&amp;#34;REPAY&amp;#34; or the &amp;#34;Company&amp;#34;), a leading</p>
  </section>

  <section data-block="ai-summary-paragraph">
    <h3>AI Summary</h3>
    <p>Repay Holdings&#039; board unanimously rejected Forager Capital&#039;s revised cash bid of $5.25 per share, deeming it undervalued. Management will continue integrating KUBRA and pursuing its strategic plan to drive growth, with stockholders not required to act. While activist risk exists, the company stresses long-term value from its execution path rather than a near-term takeover.</p>
  </section>

  <section data-block="ai-summary-bullets">
    <h3>Key Points</h3>
    <ul><li>Board unanimously rejected Forager Capital&#039;s revised $5.25/sh cash offer as undervalued.</li><li>REPAY will focus on integrating KUBRA and executing its strategic plan.</li><li>Stockholders are not required to act; activist risk acknowledged but management remains confident.</li><li>Proposal remains non-binding; governance and takeovers could be influenced by activist actions.</li></ul>
  </section>

  <section data-block="companies-mentioned">
    <h3>Companies Mentioned</h3>
    <ul><li><strong>REPAY Holdings Corporation (RPAY)</strong>: Board rejection of lowball bid; continues pursuing the KUBRA integration and strategic plan.</li><li><strong>Forager Capital Management (N/A)</strong>: Private activist investor; proposed $5.25/sh cash offer; non-binding.</li><li><strong>KUBRA (N/A)</strong>: Acquisition integrated into REPAY&#039;s platform; synergy-driven growth potential highlighted by the board.</li><li><strong>J.P. Morgan Securities LLC (N/A)</strong>: Financial advisor to REPAY for the transaction.</li><li><strong>Troutman Pepper Locke LLP (N/A)</strong>: Legal counsel to REPAY.</li><li><strong>Sullivan &amp; Cromwell LLP (N/A)</strong>: Legal counsel to REPAY.</li></ul>
  </section>

  <section data-block="category">
    <h3>M&amp;A</h3>
    <p>Category: M&amp;A. The article centers on a board decision in response to an activist, non-binding acquisition proposal and outlines strategic priorities post-acquisition (KUBRA integration). It fits corporate development and M&amp;A dynamics, with potential implications for governance and long-term value drivers rather than immediate earnings.</p>
  </section>

  <section data-block="market-moving">
    <h3>Market-Moving</h3>
    <ul><li>Board rejection removes near-term buyout catalyst, limiting upside from a potential takeout.</li><li>KUBRA integration progress is the primary long-term upside driver.</li><li>Activist stockholder dynamics remain a potential risk for sentiment and strategy.</li><li>Stockholder rights plan could delay changes of control, influencing price moves.</li></ul>
  </section>

  <section data-block="key-facts">
    <h3>Key Facts</h3>
    <ul><li>Forager Capital Management proposed $5.25 per share in cash.</li><li>Board unanimously rejected the revised unsolicited proposal as undervalued.</li><li>REPAY intends to focus resources on integrating KUBRA and strategy execution.</li><li>No action required by REPAY stockholders at this time.</li><li>Advisors: J.P. Morgan Securities LLC; legal counsel: Troutman Pepper Locke LLP and Sullivan &amp; Cromwell LLP.</li></ul>
  </section>

  <section data-block="trading-thesis">
    <h3>Trading Thesis</h3>
    <p>RPAY likely trades in a controlled range until KUBRA integration proves material, with upside potential over 12–18 months if synergies materialize.</p>
  </section>
</section>


<p xmlns="http://www.w3.org/1999/xhtml" class="bwalignc">
<i xmlns="http://www.w3.org/1999/xhtml">Revised Proposal Continues to Significantly Undervalue the Company and Is Not in the Best Interest of Stockholders</i>

</p><p xmlns="http://www.w3.org/1999/xhtml">
Repay Holdings Corporation (NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/RPAY">RPAY</a>) ("REPAY" or the "Company"), a leading provider of bill payment solutions, today announced that its Board of Directors (the "Board") unanimously rejected the revised unsolicited, non‑binding proposal from Forager Capital Management, LLC ("Forager Capital"), a stockholder of the Company, to acquire the outstanding shares of the Company for $5.25 per share in cash.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The Board, consistent with its fiduciary duties and in consultation with its financial and legal advisors, reviewed Forager Capital’s revised unsolicited, non-binding proposal. The Board unanimously determined that the revised proposal continues to significantly undervalue the Company and is therefore not in stockholders’ best interests.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The Board believes REPAY’s stockholders are best served by the Company dedicating its full resources to executing on its strategic plan, which includes integrating KUBRA and remaining focused on serving clients. Since closing the acquisition, REPAY has begun introducing KUBRA’s complementary capabilities to clients and delivering on key operating priorities. The Board and management remain confident this strategy will generate growth and drive long-term value for all stockholders.

</p><p xmlns="http://www.w3.org/1999/xhtml">
Stockholders do not need to take any action at this time.

</p><p xmlns="http://www.w3.org/1999/xhtml">
J.P. Morgan Securities LLC is serving as financial advisor, and Troutman Pepper Locke LLP and Sullivan &amp; Cromwell LLP are serving as legal counsel to REPAY.

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">About REPAY</b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology provides a comprehensive end-to-end platform offering digital payments, bill design &amp; presentment, and communication services for clients, while enhancing the overall experience for consumers and businesses.

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">Forward Looking Statements</b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the Board’s response, any outcomes relating to Forager Capital’s unsolicited, non-binding proposal, execution of the Company’s strategic plan and any other statements identified by words such as "can," "may," "will," "expect," "anticipate," "estimate," "believe," "projection" or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond its control.

</p><p xmlns="http://www.w3.org/1999/xhtml">
In addition to factors disclosed in REPAY’s reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: the inability to integrate and/or realize the benefits of the KUBRA acquisition, including expected synergies; that the KUBRA acquisition could disrupt relationships with customers, employees or other business partners; the impact, cost and effect of actions by activist stockholders; the risk that our stockholder rights plan may delay, discourage or prevent a change of control or acquisition of REPAY, even if such action may be considered beneficial by some stockholders; exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending, including bank failures or other adverse events affecting financial institutions, inflationary pressures, evolving U.S. trade policies, general economic slowdown or recession; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to REPAY’s clients; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY and the risk that REPAY may not be able to maintain effective internal controls.

</p><p xmlns="http://www.w3.org/1999/xhtml">
Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources it believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part.

</p><p xmlns="http://www.w3.org/1999/xhtml"><img xmlns="http://www.w3.org/1999/xhtml" alt="" src="https://cts.businesswire.com/ct/CT?id=bwnews&amp;sty=20260713039390r1&amp;sid=benz2&amp;distro=nx&amp;lang=en" style="width:0;height:0"></img><span xmlns="http://www.w3.org/1999/xhtml" class="bwct31415"></span></p><p xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink"><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-phrase">View source version on businesswire.com: </span><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-link"><a xmlns="http://www.w3.org/1999/xhtml" href="https://www.businesswire.com/news/home/20260713039390/en/" rel="nofollow">https://www.businesswire.com/news/home/20260713039390/en/</a></span></p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">Investor Relations Contact 
</b><br xmlns="http://www.w3.org/1999/xhtml"></br><a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:ir@repay.com" shape="rect">ir@repay.com 
</a><br xmlns="http://www.w3.org/1999/xhtml"></br>
<br xmlns="http://www.w3.org/1999/xhtml"></br><b xmlns="http://www.w3.org/1999/xhtml">Media Contact 
</b><br xmlns="http://www.w3.org/1999/xhtml"></br>Phil Denning and Gabriel Hasson, ICR
<br xmlns="http://www.w3.org/1999/xhtml"></br><a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:Phil.Denning@icrinc.com" shape="rect">Phil.Denning@icrinc.com</a> / <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:Gabriel.Hasson@icrinc.com" shape="rect">Gabriel.Hasson@icrinc.com</a>

</p>

Repay Holdings' board unanimously rejected Forager Capital's revised cash bid of $5.25 per share, deeming it undervalued. Management will continue integrating KUBRA and pursuing its strategic plan to drive growth, with stockholders not required to act. While activist risk exists, the company stresses long-term value from its execution path rather than a near-term takeover.

REPAY Rejects Revised Unsolicited Proposal from Forager Capital

AI Summary

Sentiment Rationale

Trading Thesis

Market-Moving

Key Facts

Companies Mentioned

M&A

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