Continued Growth Momentum and Free Cash Flow Generation in Q1 Reiterates Updated 2026 Adj. EBITDA Outlook for Improved Margins

ATLANTA--(BUSINESS WIRE)--May 4, 2026-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of vertically-integrated payment solutions, today reported financial results for its first quarter ended March 31, 2026.

First Quarter 2026 Financial Highlights

($ in millions)	Q1 2025	Q2 2025	Q3 2025	Q4 2025	Q1 2026
Revenue	$77.3	$75.6	$77.7	$78.6	$80.8
Net (loss) income (1)	(8.2)	(108.0)	(6.6)	(148.3)	(10.0)
Adjusted EBITDA (2)	33.2	31.8	31.2	32.4	34.4
Net cash provided by operating activities	2.5	33.1	32.2	23.3	16.8
Free Cash Flow (2)	(8.0)	22.6	20.8	13.8	5.4
Free Cash Flow Conversion (2)	(24%)	71%	67%	43%	16%

(1)	During the second and fourth quarter of 2025, Net loss was impacted by a $103.8 million and a $138.9 million goodwill impairment loss, respectively, primarily related to the Consumer Payments segment. Further information about this non-cash impairment loss can be found in the Annual Report on Form 10-K for the year ended December 31, 2025.
(2)	Adjusted EBITDA, Free Cash Flow and Free Cash Flow Conversion are non-GAAP financial measures. See “Non-GAAP Financial Measures” and the reconciliation of Adjusted EBITDA, Free Cash Flow and Free Cash Flow Conversion to their most comparable GAAP measure provided below for additional information.

"REPAY exited 2025 with solid momentum and had a great start to the year," John Morris, Chief Executive Officer of REPAY. "Our growth is driven by implementing new enterprise clients who are adopting more payment channels and modalities. We have seen strong interest in our Digital Wallet capabilities. We remain focused on accelerating towards double-digit growth with strong profitability. The REPAY of tomorrow is built to scale. We are working towards closing the KUBRA acquisition during the second quarter and remain confident about the strength of our post-acquisition market position and what that means for creating long-term value."

First Quarter 2026 Business Highlights

The Company's achievements in the quarter, including those highlighted below, reinforce management's belief in the ability of the Company to drive durable and long-term growth across REPAY's diversified business model.

• Reported revenue growth and normalized revenue growth¹ of 4% year-over-year
• Consumer Payments revenue growth was 4% year-over-year
• Business Payments revenue growth was 18% year-over-year
• Added three new integrated software partners to bring the total to 297 software relationships as of the end of the first quarter
• Accelerated AP supplier network to over 665,000, an increase of approximately 70% year-over-year

1 Normalized revenue growth is a non-GAAP financial measure that accounts for cyclical political media spending contributions. See “Non-GAAP Financial Measures” and the reconciliation to its most comparable GAAP measure provided below for additional information.

2026 Outlook Update

“After a strong start to the year and execution on our strategic initiatives, we are raising our 2026 Adjusted EBITDA outlook to reflect approximately 42% Adjusted EBITDA margins,” said Robert Houser, Chief Financial Officer of REPAY. "We have strong confidence in achieving double-digit Revenue growth with Free Cash Conversion of 45%. We look forward to closing the KUBRA acquisition in the coming weeks. The 2026 outlook does not include any contributions or expenditures related to the pending KUBRA acquisition."

As we previously provided in the Preliminary Q1 Press Release on April 27th, REPAY updated its outlook for full year 2026. REPAY reiterates the 2026 outlook presented at that time and expects the following financial results for full year 2026.

	Initial Full Year 2026 Outlook from March 9th	Updated Full Year 2026 Outlook
Revenue	$340 - 346 million	$340 - 346 million
Adjusted EBITDA	$136.5 - 141.5 million	$141 - 146 million
Free Cash Flow Conversion	45%	45%

REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures, such as Adjusted EBITDA, Adjusted EBITDA margin and Free Cash Flow Conversion, to the most directly comparable GAAP financial measure, because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have a significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading.

Segments

The Company reports its financial results based on two reportable segments.

Consumer Payments – The Consumer Payments segment provides payment processing solutions (including debit and credit card processing, Automated Clearing House (“ACH”) processing and other electronic payment acceptance solutions, as well as REPAY’s loan disbursement product) that enable REPAY’s clients to collect payments from and disburse funds to consumers and includes its clearing and settlement solutions (“RCS”). RCS is REPAY’s proprietary clearing and settlement platform through which it markets customizable payment processing programs to other ISOs and payment facilitators. The strategic vertical markets served by the Consumer Payments segment primarily include personal loans, automotive loans, receivables management, credit unions, mortgage servicing, consumer healthcare and diversified retail.

Business Payments – 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 REPAY’s clients to collect payments from 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, homeowner association management and hospitality.

Segment Revenue, Gross Profit, and Gross Profit Margin
Three Months Ended March 31,
($ in thousands)	2026	2025	% Change
Revenue
Consumer Payments	$75,068	$71,942	4%
Business Payments	12,991	10,988	18%
Elimination of intersegment revenues (1)	(7,265)	(5,605)
Total revenue	$80,794	$77,325	4%
Gross profit (2)
Consumer Payments	$60,282	$56,709	6%
Business Payments	8,470	7,557	12%
Elimination of intersegment revenues (1)	(7,265)	(5,605)
Total gross profit	$61,487	$58,661	5%
Total gross profit margin (3)	76%	76%

(1)	Elimination of intersegment revenues represents revenue eliminations between business units within the Consumer Payments segment and Business Payments segment, as well as eliminations of intersegment revenues for consolidation purpose.
(2)	Gross profit represents revenue less costs of services (exclusive of depreciation and amortization).
(3)	Gross profit margin represents total gross profit / total revenue.

Conference Call

REPAY will host a conference call to discuss first quarter financial results today, May 4, 2026 at 5:00 pm ET. Hosting the call will be John Morris, CEO, and Robert Houser, CFO. The call will be webcast live from REPAY’s investor relations website at https://investors.repay.com/investor-relations. The conference call can also be accessed live over the phone by dialing (877) 407-3982, or for international callers (201) 493-6780. A replay will be available one hour after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13760080. The replay will be available at https://investors.repay.com/investor-relations.

Non-GAAP Financial Measures

This report includes certain non-GAAP financial measures that management uses to evaluate the Company’s operating business, measure performance, and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as gain on extinguishment of debt, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs, loss on business disposition and other non-recurring charges. Adjusted EBITDA margin is a non-GAAP financial measure that represents Adjusted EBITDA divided by GAAP revenue. Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain charges deemed to not be part of normal operating expenses, such as non-cash change in fair value of assets and liabilities, share-based compensation expense, transaction expenses, restructuring and other strategic initiative costs, other non-recurring charges, non-cash interest expense and net of tax effect associated with these adjustments. Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although REPAY excludes amortization from acquisition-related intangibles from its non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Adjusted Net Income per share is a non-GAAP financial measure that represents Adjusted Net Income divided by the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of the outstanding units exchangeable for shares of Class A common stock) for the three months ended March 31, 2026 and 2025 (excluding shares subject to forfeiture). Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. Normalized revenue growth represents year-over-year revenue growth that excludes incremental gross profit attributable to political media spending associated with the 2026 election cycle in our media payments business. REPAY believes that Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income per share, Free Cash Flow, Free Cash Flow Conversion and Normalized revenue growth provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, net cash provided by operating activities, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled as the same or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider REPAY’s non-GAAP financial measures alongside other financial performance measures, including net income, net cash provided by operating activities and REPAY’s other financial results presented in accordance with GAAP.

Forward-Looking Statements

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 future financial and operating results, including 2026 outlook, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “guidance,” “will likely result,” “are expected to,” “will continue,” “should,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, REPAY’s market and growth opportunities, REPAY’s business strategy and the plans and objectives of management for future operations and the allocation of capital. 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 REPAY’s control.

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 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 risk that the proposed KUBRA (defined below) transaction may not be completed in a timely manner or at all; the inability to integrate and/or realize the benefits of the KUBRA transaction, including expected synergies; the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the KUBRA acquisition agreement; the failure to satisfy any of the conditions to the consummation of the KUBRA acquisition, including the receipt of certain governmental or regulatory approvals; the risk that the financing necessary to consummate the KUBRA acquisition may not be obtained, may be delayed, or may be available only on less favorable terms than anticipated; that the announcement of the KUBRA acquisition could disrupt the Company’s or KUBRA’s 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 the Company, 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.

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. Pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

About REPAY

REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.

Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended March 31,
($ in thousands, except per share data)	2026	2025
Revenue	$80,794	$77,325
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)	19,307	18,664
Selling, general and administrative	35,954	36,987
Depreciation and amortization	25,540	25,294
Total operating expenses	80,801	80,945
Loss from operations	(7)	(3,620)
Other income (expense)
Interest income	415	1,356
Interest expense	(3,844)	(3,107)
Change in fair value of tax receivable liability	(4,563)	(3,022)
Other income (loss), net	(2)	(227)
Total other income (expense)	(7,994)	(5,000)
Loss before income tax (expense) benefit	(8,001)	(8,620)
Income tax (expense) benefit	(2,033)	452
Net loss	$(10,034)	$(8,168)
Less: Net loss attributable to non-controlling interest	(94)	(221)
Net loss attributable to the Company	$(9,940)	$(7,947)
Weighted-average shares of Class A common stock outstanding - basic and diluted	82,517,843	89,005,725
Loss per Class A share attributable to the Company - basic and diluted	$(0.12)	$(0.09)

Condensed Consolidated Balance Sheets
($ in thousands)	March 31, 2026 (Unaudited)	December 31, 2025
Assets
Cash and cash equivalents	$43,770	$115,692
Current restricted cash	31,219	29,327
Accounts receivable, net	36,608	33,172
Prepaid expenses and other	19,414	18,641
Total current assets	131,011	196,832
Property and equipment, net	1,153	1,243
Noncurrent restricted cash	11,820	10,633
Intangible assets, net	338,344	329,844
Goodwill	474,512	474,512
Operating lease right-of-use assets, net	8,239	8,866
Deferred tax assets	170,995	173,028
Other assets	4,729	4,791
Total noncurrent assets	1,009,792	1,002,917
Total assets	$1,140,803	$1,199,749
Liabilities
Accounts payable	$23,932	$25,177
Accrued expenses	46,890	52,959
Current maturities of long-term debt, net	—	146,477
Current operating lease liabilities	1,455	1,548
Current tax receivable agreement ($0 and $1,555 held for related parties as of March 31, 2026 and December 31, 2025, respectively)	—	13,702
Other current liabilities	954	785
Total current liabilities	73,231	240,648
Long-term debt, net	390,592	280,065
Noncurrent operating lease liabilities	8,226	8,790
Tax receivable agreement, net of current portion ($8,024 and $20,748 held for related parties as of March 31, 2026 and December 31, 2025, respectively)	191,803	187,239
Other liabilities	1,688	1,225
Total noncurrent liabilities	592,309	477,319
Total liabilities	$665,540	$717,967
Commitments and contingencies
Stockholders' equity
Class A common stock, $0.0001 par value; 2,000,000,000 shares authorized; 96,174,655 issued and 82,798,766 outstanding as of March 31, 2026; 95,138,635 issued and 81,762,746 outstanding as of December 31, 2025	8	8
Class V common stock, $0.0001 par value; 1,000 shares authorized and 100 shares issued and outstanding as of March 31, 2026 and December 31, 2025	—	—
Treasury stock, 13,375,889 shares repurchased as of both March 31, 2026 and December 31, 2025	(92,025)	(92,025)
Additional paid-in capital	1,170,507	1,166,998
Accumulated deficit	(600,490)	(590,550)
Total REPAY stockholders' equity	$478,000	$484,431
Non-controlling interests	(2,737)	(2,649)
Total equity	475,263	481,782
Total liabilities and equity	$1,140,803	$1,199,749

Condensed Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March 31,
($ in thousands)	2026	2025
Cash flows from operating activities
Net loss	$(10,034)	$(8,168)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	25,540	25,294
Stock based compensation	5,020	5,344
Amortization of debt issuance costs	559	810
Other loss	—	267
Fair value change in tax receivable agreement liability	4,563	3,022
Deferred tax benefit	2,033	(452)
Change in accounts receivable, net	(3,436)	(3,881)
Change in prepaid expenses and other	(773)	468
Change in operating lease ROU assets	627	429
Change in other assets	62	(2,479)
Change in accounts payable	(1,245)	(4,776)
Change in accrued expenses and other	(6,068)	(13,928)
Change in operating lease liabilities	(657)	(428)
Change in other liabilities	632	981
Net cash provided by operating activities	16,823	2,503
Cash flows from investing activities
Purchases of property and equipment	(122)	(146)
Purchases of intangible assets	(22,511)	—
Capitalized software development costs	(11,318)	(10,391)
Net cash used in investing activities	(33,951)	(10,537)
Cash flows from financing activities
Issuance of long-term debt	110,000	—
Payments on long-term debt	(146,508)	—
Payments for tax withholding related to shares vesting under Incentive Plan	(1,505)	(3,147)
Payment of Tax Receivable Agreement	(13,702)	(16,337)
Net cash used in financing activities	(51,715)	(19,484)
Decrease in cash, cash equivalents and restricted cash	(68,843)	(27,518)
Cash, cash equivalents and restricted cash at beginning of period	$155,652	$236,709
Cash, cash equivalents and restricted cash at end of period	$86,809	$209,191
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$8,712	$4,525
Income taxes (net of refunds received)	$(44)	$(25)

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA For the Three Months Ended March 31, 2026 and 2025 (Unaudited)
Three Months Ended March 31
($ in thousands)	2026	2025
Revenue	$80,794	$77,325
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)	$19,307	$18,664
Selling, general and administrative	35,954	36,987
Depreciation and amortization	25,540	25,294
Total operating expenses	$80,801	$80,945
Loss from operations	$(7)	$(3,620)
Other income (expense)
Interest income	415	1,356
Interest expense	(3,844)	(3,107)
Change in fair value of tax receivable liability	(4,563)	(3,022)
Other income (loss), net	(2)	(227)
Total other income (expense)	(7,994)	(5,000)
Loss before income tax (expense) benefit	(8,001)	(8,620)
Income tax (expense) benefit	(2,033)	452
Net loss	$(10,034)	$(8,168)
Add:
Interest income	(415)	(1,356)
Interest expense	3,844	3,107
Depreciation and amortization (a)	25,540	25,294
Income tax expense (benefit)	2,033	(452)
EBITDA	$20,968	$18,425
Non-cash change in fair value of assets and liabilities (b)	4,563	3,022
Share-based compensation expense (c)	5,020	6,045
Transaction expenses (d)	258	782
Restructuring and other strategic initiative costs (e)	1,867	3,511
Other non-recurring charges (f)	1,686	1,390
Adjusted EBITDA	$34,362	$33,175

Quarterly Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA (Unaudited)
Three Months Ended
($ in thousands)	June 30, 2025	September 30, 2025	December 31, 2025
Net income (loss)	$(108,032)	$(6,617)	$(148,271)
Add:
Interest income	$(1,197)	$(911)	$(597)
Interest expense	3,087	3,085	4,668
Depreciation and amortization (a)	25,481	25,640	25,631
Income tax (benefit) expense	(1,297)	(1,808)	(2,312)
EBITDA	$(81,958)	$19,389	$(120,881)
Gain on extinguishment of debt (k)	—	(1,374)	—
Non-cash impairment loss (g)	103,781	—	138,907
Non-cash change in fair value of assets and liabilities (b)	2,509	4,607	3,369
Share-based compensation expense (c)	3,049	5,508	4,429
Transaction expenses (d)	394	238	298
Restructuring and other strategic initiative costs (e)	2,724	1,492	2,408
Other non-recurring charges (f)	1,312	1,342	3,871
Adjusted EBITDA	$31,811	$31,202	$32,401

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income For the Three Months Ended March 31, 2026 and 2025 (Unaudited)
Three Months Ended March 31,
($ in thousands)	2026	2025
Revenue	$80,794	$77,325
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)	$19,307	$18,664
Selling, general and administrative	35,954	36,987
Depreciation and amortization	25,540	25,294
Total operating expenses	$80,801	$80,945
Loss from operations	$(7)	$(3,620)
Interest income	415	1,356
Interest expense	(3,844)	(3,107)
Change in fair value of tax receivable liability	(4,563)	(3,022)
Other income (loss), net	(2)	(227)
Total other income (expense)	(7,994)	(5,000)
Loss before income tax (expense) benefit	(8,001)	(8,620)
Income tax (expense) benefit	(2,033)	452
Net loss	$(10,034)	$(8,168)
Add:
Amortization of acquisition-related intangibles (g)	19,809	19,329
Non-cash change in fair value of assets and liabilities (b)	4,563	3,022
Share-based compensation expense (c)	5,020	6,045
Transaction expenses (d)	258	782
Restructuring and other strategic initiative costs (e)	1,867	3,511
Other non-recurring charges (f)	1,686	1,390
Non-cash interest expense (h)	559	845
Pro forma taxes at effective rate (i)	(4,326)	(6,442)
Adjusted Net Income	$19,402	$20,314
Shares of Class A common stock outstanding (on an as-converted basis) (j)	87,803,726	94,358,268
Adjusted Net Income per share	$0.22	$0.22

Reconciliation of Operating Cash Flow to Free Cash Flow For the Three Months Ended March 31, 2026 and 2025 (Unaudited)
Three Months Ended March 31,
($ in thousands)	2026	2025
Net cash provided by operating activities	$16,823	$2,503
Capital expenditures
Cash paid for property and equipment	(122)	(146)
Capitalized software development costs	(11,318)	(10,391)
Total capital expenditures	(11,440)	(10,537)
Free cash flow	$5,383	$(8,034)
Free cash flow conversion	16%	(24%)

Quarterly Reconciliation of Operating Cash Flow to Free Cash Flow (Unaudited)
Three Months Ended
($ in thousands)	June 30, 2025	September 30, 2025	December 31, 2025
Net cash provided by operating activities	$33,065	$32,227	$23,317
Capital expenditures
Cash paid for property and equipment	69	(122)	(286)
Purchases of intangible assets	—	—	(200)
Capitalized software development costs	(10,534)	(11,321)	(41,497)
Total capital expenditures	(10,465)	(11,443)	(9,251)
Free cash flow	$22,600	$20,784	$14,066
Free cash flow conversion	71%	67%	43%

Reconciliation of Revenue Growth to Normalized Revenue Growth For the Year-over-Year Change Between the Three Months Ended March 31, 2026 and 2025 (Unaudited)
	Total
Total Revenue growth	4%
Less: Growth from contributions related to political media	<1%
Normalized revenue growth (l)	4%

(a)	See footnote (g) for details on amortization and depreciation expenses.
(b)	Reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement.
(c)	Represents compensation expense associated with equity compensation plans.
(d)	Primarily consists of professional service fees incurred in connection with prior transactions.
(e)	Reflects costs associated with reorganization of operations, consulting fees related to processing services and other operational improvements, including restructuring and integration activities related to acquired businesses, that were not in the ordinary course.
(f)	Reflects franchise taxes and other non-income based taxes, non-recurring legal and other litigation expenses and payments made to third-parties in connection with our IT security and personnel.
(g)	Reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the business combination with Thunder Bridge, and client relationships, non-compete agreement, and software intangibles acquired through REPAY's acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables and Payix. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. See additional information below for an analysis of the Company’s amortization expenses:

Three Months Ended March 31,
($ in thousands)	2026	2025
Acquisition-related intangibles	$19,809	$19,329
Software	5,520	5,482
Amortization	$25,329	$24,811
Depreciation	211	483
Total Depreciation and amortization (1)	$25,540	$25,294

Three Months Ended
($ in thousands)	June 30, 2025	September 30, 2025	December 31, 2025
Acquisition-related intangibles	$19,506	$19,723	$19,741
Software	5,815	5,652	5,639
Amortization	$25,321	$25,375	$25,380
Depreciation	160	265	251
Total Depreciation and amortization (1)	$25,481	$25,640	$25,631

(1)

Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions (see corresponding adjustments in the reconciliation of net income to Adjusted Net Income presented above). Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although REPAY excludes amortization from acquisition-related intangibles from its non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Amortization of intangibles that relate to past acquisitions will recur in future periods until such intangibles have been fully amortized. Any future acquisitions may result in the amortization of additional intangibles.

(h)	Represents amortization of non-cash deferred debt issuance costs.
(i)	Represents pro forma income tax adjustment effect associated with items adjusted above.
(j)	Represents the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of outstanding Post-Merger REPAY Units) for the three months ended March 31, 2026 and 2025. These numbers do not include any shares issuable upon conversion of the Company’s convertible senior notes. See the reconciliation of basic weighted average shares outstanding to the non-GAAP Class A common stock outstanding on an as-converted basis for each respective period below:

Three Months Ended March 31,
	2026	2025
Weighted average shares of Class A common stock outstanding - basic	82,517,843	89,005,725
Add: Non-controlling interests
Weighted average Post-Merger REPAY Units exchangeable for Class A common stock	5,285,883	5,352,543
Shares of Class A common stock outstanding (on an as-converted basis)	87,803,726	94,358,268

(k)	Reflects a gain on the repurchase of 2026 Notes principal, net of a write-off of debt issuance costs relating to the repurchased principal.
(l)	Represents year-over-year revenue growth that excludes incremental revenue attributable to political media spending in Q1 2026 associated with the 2026 election cycle in our media payments business.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260504053480/en/

Investor Relations Contact for REPAY:
ir@repay.com

Media Relations Contact for REPAY:
Kristen Hoyman
(404) 637-1665
khoyman@repay.com

Source: Repay Holdings Corporation

ATLANTA--(BUSINESS WIRE)--Apr. 20, 2026-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of vertically-integrated payment solutions, today announced that the Company will host a conference call to discuss first quarter 2026 financial results on Monday, May 4, 2026 at 5:00pm ET. A press release with first quarter 2026 financial results will be issued after the market closes that same day.

The conference call will be webcast live from the Company's investor relations website at https://investors.repay.com/ under the “Events” section. The conference call can also be accessed live over the phone by dialing (877) 407-3982, or for international callers (201) 493-6780. A replay will be available two hours after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13760080. The replay will be available until Monday, May 18, 2026. An archive of the webcast will be available at the same location on the website shortly after the call has concluded.

About REPAY

REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260420115482/en/

Investor Relations Contact for REPAY:
ir@repay.com

Media Relations Contact for REPAY:
Kristen Hoyman
khoyman@repay.com

Source: Repay Holdings Corporation

ATLANTA--(BUSINESS WIRE)--Apr. 16, 2026-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of integrated payment processing solutions, today announced the appointment of Matt Morrow as the new executive leader of Consumer Payments, effective May 12, 2026.

Matt will lead REPAY’s Consumer Payments overall strategy, overseeing the segment’s growth, sales, and operational initiatives across REPAY’s consumer finance verticals, including personal lending, automative loans, accounts receivable management, healthcare and mortgage servicing. In his new role, Matt will report to John Morris, REPAY’s CEO. Matt brings over a decade of payments and business services experience managing divisional business unit growth through disciplined strategic planning.

“On behalf of the entire Board and management team, we are excited to welcome Matt to REPAY,” said John Morris, Co-Founder and CEO. “Matt brings a deep understanding of embedded payments and a proven track record to lead our growth opportunities across the Consumer Payments verticals we serve.”

“I’m thrilled to join REPAY at a time of incredible momentum,” said Matt Morrow. “REPAY’s proven technology platform and approach to optimizing payment flows are a real differentiator in the industry. I’m looking forward to working alongside this talented team to deliver even greater value to our clients."

Prior to joining REPAY, Matt served as President of the Payments division at Xplor Technologies. During his six plus year tenure at Xplor Technologies, he has led the payment platform strategy responsible for embedded payment solution sales, partner success, operations, risk management and product development. Prior to Xplor Technologies, Matt spent four years at Total System Services (“TSYS”) in various positions within the Integrated Payments division. Earlier in his career, Matt held strategic business development, sales operations, and product positions at Danaher Corporation and Bank of America Merchant Services. Matt holds an MBA from Wake Forest University and a Bachelor’s degree in Mechanical Engineering from North Carolina State University.

About REPAY

REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.

Forward-Looking Statements

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 REPAY’s expectations with respect to the announced leadership changes. 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 REPAY’s control, including, without limitation, the factors described in REPAY’s reports filed with the U.S. Securities and Exchange Commission. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements. 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260416618068/en/

Investor Relations for REPAY:
ir@repay.com

Media Relations for REPAY:
Kristen Hoyman
khoyman@repay.com

Source: Repay Holdings Corporation

 Combination creates a Scaled Consumer Bill Payment Provider

REPAY to host conference call tomorrow at 8:00 AM ET

ATLANTA--(BUSINESS WIRE)--Mar. 30, 2026-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of integrated payment processing solutions, today announced a definitive agreement to acquire Kubra Data Transfer LTD. (“KUBRA”) for approximately $372 million. The acquisition will be financed with a combination of cash on hand and debt financing.

KUBRA is a leading provider of bill payment and customer communication management solutions serving some of the largest utility and government entities, touching over 40% of households in the US and Canada. KUBRA offers an embedded technology platform comprising six core solutions across multiple verticals. Their highly reoccurring business model serves over 250 clients today with a deeply integrated offering to ERP providers across their core verticals.

The transaction strengthens two complementary, vertical-leading businesses combining REPAY’s extensive payment expertise and technology platform with KUBRA’s attractive verticals, partnerships, and go-to-market approach. On a combined basis, the Company will have significant scale across diverse growth markets enabling over $130 billion in annual payment volumes.

“Today’s announcement advances REPAY on our transformational journey to become a leading bill payment provider. The combination brings together highly complementary go-to-market approaches, creating robust opportunities to enhance growth, while also deepening client experiences and driving operational and financial efficiencies,” said John Morris, Co-Founder and Chief Executive Officer of REPAY.

“We are excited to enter KUBRA’s next phase by joining REPAY and creating a scaled payments platform,” said Rick Watkin, President and Chief Executive Officer of KUBRA. “REPAY will enhance value for our clients, while helping to further pursue growth opportunities in our end markets. I am thrilled about the opportunities this transaction provides for KUBRA and our team.”

Compelling Strategic Rationale with Strong Value Creation Opportunities

• Vertical Expansion: The acquisition of KUBRA adds attractive verticals such as utilities, government, and insurance. Going forward, go-to-market and sales teams will leverage the company’s extensive payments capabilities, vertical expertise, and robust distribution channels across 18+ dynamic verticals.
• Creates Scale: REPAY’s payment platform will have significant scale with combined 2025¹ Revenue and Adjusted EBITDA of approximately $548 million and $178 million, respectively.
• Value Creation Opportunities: The transaction is expected to generate approximately $15+ million of annual run-rate costs synergies and approximately $5+ million of technology savings over the next three years through combining operations, platform consolidation, and other scale efficiencies. REPAY expects the transaction to unlock additional value with expected revenue opportunities of approximately $5+ million by 2028 as REPAY benefits from offering bill presentment, communications services, a payment engine, and core processing solutions across all clients.
• Ramping Accretive Profile: REPAY expects Free Cash Flow accretion² of 25% by 2028.

Transaction Details

REPAY will acquire KUBRA in an all-cash transaction for approximately $372 million, which is subject to customary purchase price adjustments. The transaction will be funded with cash on hand and debt financing. In connection with the transaction, REPAY has received a debt commitment letter from Truist Bank for a $500 million term loan, along with a $100 million undrawn revolving credit facility. At closing, REPAY expects net leverage³ of approximately 4.0x on a post-transaction basis and expects to reduce net leverage to below 3.0x within 18 months.

Timing and Approvals

The transaction is subject to regulatory approvals in the U.S. and Canada and certain customary closing conditions. REPAY expects the transaction to close in the second quarter of 2026.

Advisors

Truist Securities, Inc. served as exclusive financial advisor to REPAY and Truist Bank is providing committed financing to support the acquisition. Troutman Pepper Locke LLP served as legal advisor to REPAY. Financial Technology Partners served as exclusive financial advisor to KUBRA. Clifford Chance US LLP and the Hearst Office of General Counsel served as legal advisors to KUBRA and Hearst Corporation.

Conference Call

REPAY will host a conference call to discuss the acquisition on March 31, 2026 at 8:00 am ET. The call will be webcast live from REPAY’s investor relations website at https://investors.repay.com/investor-relations. The conference call can also be accessed live over the phone by dialing (877) 407-3982, or for international callers (201) 493-6780. A replay will be available one hour after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13759307. The replay will be available at https://investors.repay.com/investor-relations.

Non-GAAP Financial Measures

This report includes certain non-GAAP financial measures that management uses to evaluate the Company’s operating business, measure performance, and make strategic decisions, including Adjusted EBITDA, Free Cash Flow accretion and net leverage, as well as certain forward-looking projections that are not reconcilable with GAAP measures due to their inherent uncertainty. Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures. Net leverage is a non-GAAP financial measure calculated by dividing total debt (less cash and cash equivalents) divided by Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as gain on extinguishment of debt, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs, gain on extinguishment of debt and other non-recurring charges. REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures to the most directly comparable GAAP financial measure because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading. REPAY believes that Adjusted EBITDA, Free Cash Flow accretion and net leverage provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, net cash provided by operating activities, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled as the same or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider REPAY’s non-GAAP financial measures alongside other financial performance measures, including net income, net cash provided by operating activities and REPAY’s other financial results presented in accordance with GAAP.

Forward-Looking Statements

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 future financial and operating results, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “can,” “may,” “will,” “expect,” “anticipate,” “estimate,” “believe,” “projection” or words of similar meaning. These forward-looking statements include, but are not limited to: anticipated benefits from, and the expected timing for completion of, the KUBRA acquisition, expected strengthening of REPAY’s product offering, future market, growth and synergy opportunities, payment volume, net leverage and Free Cash Flow estimates, and the level of KUBRA’s expected growth and financial contributions, including revenue and Adjusted EBITDA. 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 our control.

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 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 risk that the proposed transaction may not be completed in a timely manner or at all; the inability to integrate and/or realize the benefits of the KUBRA acquisition, including expected synergies; the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the definitive acquisition agreement; the failure to satisfy any of the conditions to the consummation of the transaction, including the receipt of certain governmental or regulatory approvals; the risk that the financing necessary to consummate the transaction may not be obtained, may be delayed, or may be available only on less favorable terms than anticipated; that the announcement of the proposed acquisition could disrupt REPAY’s or KUBRA’s relationships with customers, employees or other business partners; changes in the bill payment and payment processing markets in which REPAY and KUBRA operate, including with respect to the applicable competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY or KUBRA target, including the regulatory environment applicable to those customers; risks relating to REPAY’s and KUBRA’s relationships within the payment ecosystem; and risks relating to data security.

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. Combined, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

About REPAY

REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.

About KUBRA

KUBRA, founded in 1992 and headquartered in Mississauga, Ontario, is an industry-leading provider of customer experience management solutions to some of the largest utility, government, and insurance entities in North America. KUBRA’s platform offering includes billing and payments, alerts and preference management, artificial intelligence solutions, mobile apps, and utility mapping solutions. KUBRA reaches over 40% of households in the United States and Canada, providing performance-driven value to more than 250 clients and their customers.

1	Combined 2025 financial metrics are based on reported REPAY plus KUBRA Revenue of approximately $239 million and Adjusted EBITDA of approximately $49 million. Adjusted EBITDA is a non-GAAP measure. See Non-GAAP Financial Measures herein for additional information.
2	Free Cash Flow accretion is a non-GAAP measure. See Non-GAAP Financial Measures herein for additional information.
3	Net leverage at close includes transaction-related adjustments and synergies. Net leverage is a non-GAAP financial measure. See Non-GAAP Financial Measures herein for additional information.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260329476191/en/

Investor Relations for REPAY:
ir@repay.com

Media Relations for REPAY:
Kristen Hoyman
khoyman@repay.com

Source: Repay Holdings Corporation

Strong Normalized Growth and Free Cash Flow Generation in Q4

Provides 2026 Outlook for Double-Digit Reported Revenue Growth with Free Cash Flow

ATLANTA--(BUSINESS WIRE)--Mar. 9, 2026-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of vertically-integrated payment solutions, today reported financial results for its fourth quarter and full year ended December 31, 2025.

Fourth Quarter 2025 Financial Highlights

($ in millions)	Q4 2024	Q1 2025	Q2 2025	Q3 2025	Q4 2025
Revenue	$ 78.3	$ 77.3	$ 75.6	$ 77.7	$ 78.6
Gross profit (1)	59.7	58.7	57.2	57.8	58.3
Net loss (2)	(4.0)	(8.2)	(108.0)	(6.6)	(148.3)
Adjusted EBITDA (3)	36.5	33.2	31.8	31.2	32.4
Net cash provided by operating activities	34.3	2.5	33.1	32.2	23.3
Free Cash Flow (3)	23.5	(8.0)	22.6	20.8	13.8
Free Cash Flow Conversion (3)	64%	(24%)	71%	67%	43%

(1)	Gross profit represents revenue less costs of services (exclusive of depreciation and amortization).
(2)	During the second and fourth quarter of 2025, Net loss was impacted by a $103.8 million and a $138.9 million goodwill impairment loss, respectively, primarily related to the Consumer Payments segment. Further information about this non-cash impairment loss can be found in the Annual Report on Form 10-K for the year ended December 31, 2025.
(3)	Adjusted EBITDA, Free Cash Flow and Free Cash Flow Conversion are non-GAAP financial measures. See “Non-GAAP Financial Measures” and the reconciliation of Adjusted EBITDA, Free Cash Flow and Free Cash Flow Conversion to their most comparable GAAP measure provided below for additional information.

"REPAY delivered on our Q4 outlook to improve normalized growth as the company exited 2025," John Morris, Chief Executive Officer of REPAY. "This performance underscores the progress of REPAY’s strategic initiatives and operational discipline. In 2025, the company faced a variety of challenges. However, REPAY underwent the necessary improvements to strengthen our operations, go-to-market, and organization. Looking forward, we are well-positioned to continue our momentum as REPAY looks to improve during 2026 and remains dedicated to capturing growth opportunities, while supporting and optimizing our clients’ digital payment flows."

Fourth Quarter 2025 Business Highlights

The Company's achievements in the quarter, including those highlighted below, reinforce management's belief in the ability of the Company to drive durable and long-term growth across REPAY's diversified business model.

• Reported revenue was approximately flat and gross profit declined 2% year-over-year due to lapping incremental gross profit attributable to political media spending associated with the 2024 election cycle in our media payments business
• Normalized revenue and gross profit growth¹ increased 10% and 9% year-over-year
• Consumer Payments revenue and gross profit growth was 8% and 6%, year-over-year
• Business Payments normalized revenue and gross profit growth¹ was approximately 41% and 73% year-over-year
• Net loss included a non-cash goodwill impairment loss of $138.5 million in the Consumer Payments segment. The write-down was a result of a decline in the share price during the fourth quarter, and changes in the discount rate and comparable market multiples used in determining goodwill impairment.
• Added three new integrated software partners to bring the total to 294 software relationships as of the end of the fourth quarter
• Accelerated AP supplier network to over 602,000, an increase of approximately 67% year-over-year

1 Normalized revenue and gross profit growth are non-GAAP financial measures that account for cyclical political media spending contributions. See “Non-GAAP Financial Measures” and the reconciliations to their most comparable GAAP measures provided below for additional information.

2026 Outlook

“Our full year 2026 outlook reflects the normalized growth that we believe REPAY can sustainably achieve as we expect to benefit from the operational improvements for a scaled future,” said Robert Houser, Chief Financial Officer of REPAY. "We expect to achieve strong 10%-12% reported revenue growth, 40% plus Adjusted EBTIDA margins, and Free Cash Flow generation, while strategically deploying capital towards long-term growth opportunities."

REPAY expects the following financial results for full year 2026.

	Full Year 2025	Full Year 2026 Outlook
Revenue	$309.3 million	$340 - 346 million
Adjusted EBITDA	$128.6 million	$136.5 - 141.5 million
Free Cash Flow Conversion	38%	45%

REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures, such as Adjusted EBITDA and Free Cash Flow Conversion, to the most directly comparable GAAP financial measure, because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have a significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading.

Segments

The Company reports its financial results based on two reportable segments.

Consumer Payments – The Consumer Payments segment provides payment processing solutions (including debit and credit card processing, Automated Clearing House (“ACH”) processing and other electronic payment acceptance solutions, as well as REPAY’s loan disbursement product) that enable REPAY’s clients to collect payments from and disburse funds to consumers and includes its clearing and settlement solutions (“RCS”). RCS is REPAY’s proprietary clearing and settlement platform through which it markets customizable payment processing programs to other ISOs and payment facilitators. The strategic vertical markets served by the Consumer Payments segment primarily include personal loans, automotive loans, receivables management, credit unions, mortgage servicing, consumer healthcare and diversified retail.

Business Payments – 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 REPAY’s clients to collect payments from 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, homeowner association management and hospitality.

Segment Revenue, Gross Profit, and Gross Profit Margin
	Three Months Ended December 31,			Year Ended December 31,
($ in thousand)	2025 (Unaudited)	2024 (Unaudited)	% Change	2025	2024	% Change
Revenue
Consumer Payments	$71,745	$66,349	8%	$285,884	$280,966	2%
Business Payments	14,471	17,357	(17%)	48,413	52,923	(9%)
Elimination of intersegment revenues	(7,631)	(5,435)		(25,036)	(20,847)
Total revenue	$78,585	$78,271	0%	$309,261	$313,042	(1%)
Gross profit (1)
Consumer Payments	$56,053	$53,081	6%	$223,755	$223,107	0%
Business Payments	9,923	12,069	(18%)	33,299	39,146	(15%)
Elimination of intersegment revenues	(7,631)	(5,435)		(25,036)	(20,847)
Total gross profit	$58,345	$59,715	(2%)	$232,018	$241,406	(4%)
Total gross profit margin (2)	74%	76%		75%	77%

(1)	Gross profit represents revenue less costs of services (exclusive of depreciation and amortization).
(2)	Gross profit margin represents total gross profit / total revenue.

Conference Call

REPAY will host a conference call to discuss fourth quarter and full year financial results today, March 9, 2026 at 5:00 pm ET. Hosting the call will be John Morris, CEO, and Robert Houser, CFO. The call will be webcast live from REPAY’s investor relations website at https://investors.repay.com/investor-relations. The conference call can also be accessed live over the phone by dialing (877) 407-3982, or for international callers (201) 493-6780. A replay will be available one hour after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13757923. The replay will be available at https://investors.repay.com/investor-relations.

Non-GAAP Financial Measures

This report includes certain non-GAAP financial measures that management uses to evaluate the Company’s operating business, measure performance, and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as gain on extinguishment of debt, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs, loss on business disposition and other non-recurring charges. Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain charges deemed to not be part of normal operating expenses, such as loss on business disposition, gain on extinguishment of debt, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation expense, transaction expenses, restructuring and other strategic initiative costs, other non-recurring charges, non-cash interest expense and net of tax effect associated with these adjustments. Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although REPAY excludes amortization from acquisition-related intangibles from its non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Adjusted Net Income per share is a non-GAAP financial measure that represents Adjusted Net Income divided by the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of the outstanding units exchangeable for shares of Class A common stock) for the three months and years ended December 31, 2025 and 2024 (excluding shares subject to forfeiture). Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. Normalized revenue growth represents year-over-year revenue growth that excludes incremental gross profit attributable to political media spending associated with the 2024 election cycle in our media payments business. Normalized gross profit growth represents year-over-year gross profit growth that excludes incremental gross profit attributable to political media spending associated with the 2024 election cycle in our media payments business. REPAY believes that Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income per share, Free Cash Flow, Free Cash Flow Conversion, Normalized revenue growth and Normalized gross profit growth provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, net cash provided by operating activities, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled as the same or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider REPAY’s non-GAAP financial measures alongside other financial performance measures, including net income, net cash provided by operating activities and REPAY’s other financial results presented in accordance with GAAP.

Forward-Looking Statements

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 future financial and operating results, including 2026 outlook, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “guidance,” “will likely result,” “are expected to,” “will continue,” “should,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, REPAY’s market and growth opportunities, REPAY’s business strategy and the plans and objectives of management for future operations and the allocation of capital. 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 REPAY’s control.

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 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: 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.

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. Pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

About REPAY

REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.

Consolidated Statement of Operations
	Three Months ended December 31,		Year ended December 31,
($ in thousands, except per share data)	2025 (Unaudited)	2024 (Unaudited)	2025	2024
Revenue	$78,585	$78,271	$309,261	$313,042
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)	$20,240	18,556	$77,243	$71,636
Selling, general and administrative	36,996	36,503	142,006	145,466
Depreciation and amortization	25,631	24,382	102,046	103,710
Impairment loss	138,907	—	242,688	—
Total operating expenses	$221,774	$79,441	$563,983	$320,812
Loss from operations	$(143,189)	$(1,170)	$(254,722)	$(7,770)
Other income (expense)
Interest income	597	1,629	4,061	5,992
Interest expense	(4,668)	(3,134)	(13,947)	(7,873)
Gain on extinguishment of debt	—	—	1,374	13,136
Change in fair value of tax receivable liability	(3,369)	(1,785)	(13,507)	(14,543)
Other income (loss)	46	76	(216)	138
Total other income (expense)	(7,394)	(3,214)	(22,235)	(3,150)
Loss before income tax benefit (expense)	(150,583)	(4,384)	(276,957)	(10,920)
Income tax benefit	2,312	426	5,869	575
Net loss	$(148,271)	$(3,958)	$(271,088)	$(10,345)
Net loss attributable to non-controlling interest	(8,159)	158	(14,364)	(189)
Net loss attributable to the Company	$(140,112)	$(4,116)	$(256,724)	$(10,156)
Weighted-average shares of Class A common stock outstanding - basic and diluted	82,108,224	88,392,571	85,558,300	89,915,137
Loss per Class A share - basic and diluted	$(1.71)	$(0.05)	$(3.00)	$(0.11)

Consolidated Balance Sheets
($ in thousands)	December 31, 2025	December 31, 2024
Assets
Cash and cash equivalents	$115,692	$189,530
Current restricted cash	29,327	35,654
Accounts receivable, net	33,172	32,950
Prepaid expenses and other	18,641	17,114
Total current assets	196,832	275,248
Property and equipment, net	1,243	2,383
Noncurrent restricted cash	10,633	11,525
Intangible assets, net	329,844	389,034
Goodwill	474,512	716,793
Operating lease right-of-use assets, net	8,866	11,142
Deferred tax assets	173,028	163,283
Other assets	4,791	2,500
Total noncurrent assets	1,002,917	1,296,660
Total assets	$1,199,749	$1,571,908
Liabilities
Accounts payable	$25,177	$28,912
Accrued expenses	52,959	55,501
Current maturities of long-term debt, net	146,477	—
Current operating lease liabilities	1,548	1,230
Current tax receivable agreement ($1,555 and $2,413 held for related parties as of December 31, 2025 and December 31, 2024, respectively)	13,702	16,337
Other current liabilities	785	267
Total current liabilities	240,648	102,247
Long-term debt, net	280,065	496,778
Noncurrent operating lease liabilities	8,790	10,507
Tax receivable agreement, net of current portion ($20,748 and $25,134 held for related parties as of December 31, 2025 and December 31, 2024, respectively)	187,239	187,308
Other liabilities	1,225	1,899
Total noncurrent liabilities	477,319	696,492
Total liabilities	$717,967	$798,739
Commitments and contingencies
Stockholders' equity
Class A common stock, $0.0001 par value; 2,000,000,000 shares authorized, 95,138,635 issued and 81,762,746 outstanding as of December 31, 2025; 93,732,227 issued and 88,239,494 outstanding as of December 31, 2024	8	9
Class V common stock, $0.0001 par value; 1,000 shares authorized and 100 shares issued and outstanding as of December 31, 2025 and 2024	—	—
Treasury stock, 13,375,889 and 5,492,733 shares as of December 31, 2025 and December 31, 2024, respectively	(92,025)	(53,782)
Additional paid-in capital	1,166,998	1,148,871
Accumulated deficit	(590,550)	(333,826)
Total REPAY stockholders’ equity	484,431	761,272
Non-controlling interests	(2,649)	11,897
Total equity	$481,782	$773,169
Total liabilities and equity	$1,199,749	$1,571,908

Consolidated Statements of Cash Flows
	Year Ended December 31,
($ in thousands)	2025	2024
Cash flows from operating activities
Net income (loss)	$(271,088)	$(10,345)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	102,046	103,710
Stock based compensation	18,329	24,388
Amortization of debt issuance costs	3,113	3,030
Gain on extinguishment of debt	(1,374)	(13,136)
Other loss	267	—
Fair value change in tax receivable agreement liability	13,507	14,543
Impairment loss	242,688	—
Deferred tax expense benefit	(6,373)	(2,490)
Change in accounts receivable, net	(222)	3,067
Change in prepaid expenses and other	(1,527)	(1,905)
Change in operating lease ROU assets	1,869	(3,119)
Change in other assets	(2,291)	—
Change in accounts payable	(3,735)	6,882
Change in accrued expenses and other	(2,542)	22,594
Change in operating lease liabilities	(1,399)	2,861
Change in other liabilities	(156)	10
Net cash provided by operating activities	91,112	150,090
Cash flows from investing activities
Purchases of property and equipment	(286)	(989)
Purchases of intangible assets	(200)	—
Capitalized software development costs	(41,497)	(43,864)
Net cash used in investing activities	(41,983)	(44,853)
Cash flows from financing activities
Issuance of long-term debt	—	287,500
Payments on long-term debt	(71,976)	(205,150)
Payments of debt issuance costs	—	(9,631)
Payments for tax withholding related to shares vesting under Incentive Plan and ESPP	(3,324)	(2,131)
Treasury shares repurchased	(38,549)	(41,541)
Stock options exercised	—	395
Distributions to Members	—	(2,349)
Purchase of capped calls related to issuance of the 2029 Notes	—	(39,186)
Payment of Tax Receivable Agreement (“TRA”)	(16,337)	(580)
Net cash used in financing activities	(130,186)	(12,673)
(Decrease) increase in cash, cash equivalents and restricted cash	(81,057)	92,564
Cash, cash equivalents and restricted cash at beginning of period	$236,709	$144,145
Cash, cash equivalents and restricted cash at end of period	$155,652	$236,709
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest	$9,147	$4,843
Income taxes	$1,761	$2,811

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA
For the Three Months Ended December 31, 2025 and 2024
(Unaudited)
	Three Months Ended December 31,
($ in thousands)	2025	2024
Revenue	$78,585	$78,271
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)	$20,240	$18,556
Selling, general and administrative	36,996	36,503
Depreciation and amortization	25,631	24,382
Impairment loss	138,907	—
Total operating expenses	$221,774	$79,441
Loss from operations	$(143,189)	$(1,170)
Other income (expense)
Interest income	597	1,629
Interest expense	(4,668)	(3,134)
Change in fair value of tax receivable liability	(3,369)	(1,785)
Other income (loss)	46	76
Total other income (expense)	(7,394)	(3,214)
Loss before income tax benefit (expense)	(150,583)	(4,384)
Income tax benefit	2,312	426
Net loss	$(148,271)	$(3,958)
Add:
Interest income	(597)	(1,629)
Interest expense	4,668	3,134
Depreciation and amortization (a)	25,631	24,382
Income tax benefit	(2,312)	(426)
EBITDA	$(120,881)	$21,503
Non-cash impairment loss (b)	138,907	—
Non-cash change in fair value of assets and liabilities (c)	3,369	1,785
Share-based compensation expense (d)	4,429	5,921
Transaction expenses (e)	298	297
Restructuring and other strategic initiative costs (f)	2,408	5,524
Other non-recurring charges (g)	3,871	1,440
Adjusted EBITDA	$32,401	$36,470

Quarterly Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA
(Unaudited)
	Three Months ended
(in $ thousands)	March 31, 2025	June 30, 2025	September 30, 2025
Net income (loss)	$(8,168)	$(108,032)	$(6,617)
Add:
Interest income	(1,356)	(1,197)	(911)
Interest expense	3,107	3,087	3,085
Depreciation and amortization (a)	25,294	25,481	25,640
Income tax (benefit) expense	(452)	(1,297)	(1,808)
EBITDA	$18,425	$(81,958)	$19,389
Gain on extinguishment of debt (i)	—	—	(1,374)
Non-cash impairment loss (b)	—	103,781	—
Non-cash change in fair value of assets and liabilities (c)	3,022	2,509	4,607
Share-based compensation expense (d)	6,045	3,049	5,508
Transaction expenses (e)	782	394	238
Restructuring and other strategic initiative costs (f)	3,511	2,724	1,492
Other non-recurring charges (g)	1,390	1,312	1,342
Adjusted EBITDA	$33,175	$31,811	$31,202

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA
For the Years Ended December 31, 2025 and 2024
(Unaudited)
	Year Ended December 31,
($ in thousands)	2025	2024
Revenue	$309,261	$313,042
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)	$77,243	$71,636
Selling, general and administrative	142,006	145,466
Depreciation and amortization	102,046	103,710
Impairment loss	242,688	—
Total operating expenses	$563,983	$320,812
Loss from operations	$(254,722)	$(7,770)
Interest income	4,061	5,992
Interest expense	(13,947)	(7,873)
Gain on extinguishment of debt	1,374	13,136
Change in fair value of tax receivable liability	(13,507)	(14,543)
Other income (loss)	(216)	138
Total other income (expense)	(22,235)	(3,150)
Loss before income tax benefit (expense)	(276,957)	(10,920)
Income tax benefit	5,869	575
Net loss	$(271,088)	$(10,345)
Add:
Interest income	(4,061)	(5,992)
Interest expense	13,947	7,873
Depreciation and amortization (a)	102,046	103,710
Income tax benefit	(5,869)	(575)
EBITDA	$(165,025)	$94,671
Loss on business disposition (h)	—	—
Gain on extinguishment of debt (i)	(1,374)	(13,136)
Non-cash impairment loss (b)	242,688	—
Non-cash change in fair value of assets and liabilities (c)	13,507	14,543
Share-based compensation expense (d)	19,031	25,195
Transaction expenses (e)	1,712	2,325
Restructuring and other strategic initiative costs (f)	10,135	12,494
Other non-recurring charges (g)	7,915	4,718
Adjusted EBITDA	$128,589	$140,810

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income
For the Three Months Ended December 31, 2025 and 2024
(Unaudited)
	Three Months Ended December 31,
($ in thousands)	2025	2024
Revenue	$78,585	$78,271
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)	$20,240	$18,556
Selling, general and administrative	36,996	36,503
Depreciation and amortization	25,631	24,382
Impairment loss	138,907	—
Total operating expenses	$221,774	$79,441
Loss from operations	$(143,189)	$(1,170)
Interest income	597	1,629
Interest expense	(4,668)	(3,134)
Change in fair value of tax receivable liability	(3,369)	(1,785)
Other income (loss)	46	76
Total other income (expense)	(7,394)	(3,214)
Loss before income tax benefit (expense)	(150,583)	(4,384)
Income tax benefit	2,312	426
Net loss	$(148,271)	$(3,958)
Add:
Amortization of acquisition-related intangibles (j)	19,741	18,595
Non-cash impairment loss (b)	138,907	—
Non-cash change in fair value of assets and liabilities (c)	3,369	1,785
Share-based compensation expense (d)	4,429	5,921
Transaction expenses (e)	298	297
Restructuring and other strategic initiative costs (f)	2,408	5,524
Other non-recurring charges (g)	3,871	1,440
Non-cash interest expense (k)	715	845
Pro forma taxes at effective rate (l)	(8,715)	(8,016)
Adjusted Net Income	$16,752	$22,433
Shares of Class A common stock outstanding (on an as-converted basis) (m)	87,394,107	93,946,583
Adjusted Net Income per share	$0.19	$0.24

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income
For the Years Ended December 31, 2025 and 2024
(Unaudited)
	Year Ended December 31,
($ in thousands)	2025	2024
Revenue	$309,261	$313,042
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)	$77,243	$71,636
Selling, general and administrative	142,006	145,466
Depreciation and amortization	102,046	103,710
Impairment loss	242,688	—
Total operating expenses	$563,983	$320,812
Loss from operations	$(254,722)	$(7,770)
Interest income	4,061	5,992
Interest expense	(13,947)	(7,873)
Gain on extinguishment of debt	1,374	13,136
Change in fair value of tax receivable liability	(13,507)	(14,543)
Other income (loss)	(216)	138
Total other income (expense)	(22,235)	(3,150)
Loss before income tax benefit (expense)	(276,957)	(10,920)
Income tax benefit	5,869	575
Net loss	$(271,088)	$(10,345)
Add:
Amortization of acquisition-related intangibles (j)	78,299	77,144
Loss on business disposition (h)	—	—
Gain on extinguishment of debt (i)	(1,374)	(13,136)
Non-cash impairment loss (b)	242,688	—
Non-cash change in fair value of assets and liabilities (c)	13,507	14,543
Share-based compensation expense (d)	19,031	25,195
Transaction expenses (e)	1,712	2,325
Restructuring and other strategic initiative costs (f)	10,135	12,494
Other non-recurring charges (g)	7,915	4,718
Non-cash interest expense (k)	3,113	3,031
Pro forma taxes at effective rate (l)	(29,576)	(28,151)
Adjusted Net Income	$74,362	$87,818
Shares of Class A common stock outstanding (on an as-converted basis) (m)	90,862,104	95,678,128
Adjusted Net Income per share	$0.82	$0.92

Reconciliation of Operating Cash Flow to Free Cash Flow
For the Three Months and Years Ended December 31, 2025 and 2024
(Unaudited)
	Three Months ended December 31,		Year Ended December 31,
($ in thousands)	2025	2024	2025	2024
Net cash provided by operating activities	$23,317	$34,252	$91,112	$150,090
Capital expenditures
Cash paid for property and equipment	(87)	(207)	(286)	(989)
Purchases of intangible assets	(200)	—	(200)	—
Capitalized software development costs	(9,251)	(10,586)	(41,497)	(43,864)
Total capital expenditures	(9,538)	(10,793)	(41,983)	(44,853)
Free cash flow	$13,779	$23,459	$49,129	$105,237
Free cash flow conversion	43%	64%	38%	75%

Quarterly Reconciliation of Operating Cash Flow to Free Cash Flow
(Unaudited)
	Three Months ended
(in $ thousands)	March 31, 2025	June 30, 2025	September 30, 2025
Net cash provided by operating activities	$2,503	$33,065	$32,227
Capital expenditures
Cash paid for property and equipment	(146)	69	(122)
Capitalized software development costs	(10,391)	(10,534)	(11,321)
Total capital expenditures	(10,537)	(10,465)	(11,443)
Free cash flow	$(8,034)	$22,600	$20,784
Free cash flow conversion	(24%)	71%	67%

Reconciliation of Revenue Growth to Normalized Revenue Growth by Segment
For the Year-over-Year Change Between the Three Months Ended December 31, 2025 and 2024
(Unaudited)
	Consumer Payments	Business Payments	Total
Total Revenue growth	8%	(17%)	0%
Less: Growth from contributions related to political media	—	(58%)	(10%)
Normalized revenue growth (n)	8%	41%	10%

Reconciliation of Gross Profit Growth to Normalized Gross Profit Growth by Segment
For the Year-over-Year Change Between the Three Months Ended December 31, 2025 and 2024
(Unaudited)
	Consumer Payments	Business Payments	Total
Gross profit growth	6%	(18%)	(2%)
Less: Growth from contributions related to political media	—	(91%)	(11%)
Normalized gross profit growth (o)	6%	73%	9%

(a)	See footnote (j) for details on amortization and depreciation expenses.
(b)	For the three months and year ended December 31, 2025, reflects non-cash goodwill impairment loss primarily related to the Consumer Payments segment and non-cash impairment loss related to operating lease ROU assets.
(c)	Reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement.
(d)	Represents compensation expense associated with equity compensation plans.
(e)	Primarily consists of professional service fees incurred in connection with prior transactions.
(f)	Reflects costs associated with reorganization of operations, consulting fees related to processing services and other operational improvements, including restructuring and integration activities related to acquired businesses, that were not in the ordinary course.
(g)	For the three months and year ended December 31, 2025, reflects franchise taxes and other non-income based taxes, non-recurring legal and other litigation expenses and payments made to third-parties in connection with our IT security and personnel. For the three months and year ended December 31, 2024, reflects one-time processing settlements, franchise taxes and other non-income based taxes, non-recurring legal and other litigation expenses and payments made to third-parties in connection with our IT security and personnel.
(h)	Reflects the loss recognized related to the disposition of Blue Cow.
(i)	Reflects a gain on the repurchase of 2026 Notes principal, net of a write-off of debt issuance costs relating to the repurchased principal.
(j)	Reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the business combination with Thunder Bridge, and client relationships, non-compete agreement, and software intangibles acquired through REPAY's acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables and Payix. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. See additional information below for an analysis of amortization expenses:

($ in thousands)	Three months ended December 31		Year ended December 31
	2025	2024	2025	2024
Acquisition-related intangibles	$19,741	$18,595	$78,299	$77,144
Software	5,639	5,249	22,588	24,826
Amortization	$25,380	$23,844	$100,887	$101,970
Depreciation	251	538	1,159	1,740
Total Depreciation and amortization (1)	$25,631	$24,382	$102,046	$103,710

	Three Months ended
(in $ thousands)	March 31, 2025	June 30, 2025	September 30, 2025
Acquisition-related intangibles	$19,329	$19,506	$19,723
Software	5,482	5,815	5,652
Amortization	$24,811	$25,321	$25,375
Depreciation	483	160	265
Total Depreciation and amortization (1)	$25,294	$25,481	$25,640

(1)

Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions (see corresponding adjustments in the reconciliation of net income to Adjusted Net Income presented above). Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although REPAY excludes amortization from acquisition-related intangibles from its non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Amortization of intangibles that relate to past acquisitions will recur in future periods until such intangibles have been fully amortized. Any future acquisitions may result in the amortization of additional intangibles.

(k)	Represents amortization of non-cash deferred debt issuance costs.
(l)	Represents pro forma income tax adjustment effect associated with items adjusted above.
(m)	Represents the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of outstanding Post-Merger REPAY Units) for the three months and years ended December 31, 2025 and 2024. These numbers do not include any shares issuable upon conversion of the Company’s convertible senior notes. See the reconciliation of basic weighted average shares outstanding to the non-GAAP Class A common stock outstanding on an as-converted basis for each respective period below:

	Three Months Ended December 31,	Year Ended December 31,
	2025 | 2024	2025 | 2024
Weighted average shares of Class A common stock outstanding - basic	82,108,224 | 88,392,571	85,558,300 | 89,915,137
Add: Non-controlling interests
Weighted average Post-Merger REPAY Units exchangeable for Class A common stock	5,285,883 | 5,554,012	5,303,804 | 5,762,991
Shares of Class A common stock outstanding (on an as-converted basis)	87,394,107 | 93,946,583	90,862,104 | 95,678,128

(n)	Represents year-over-year revenue growth that excludes incremental revenue attributable to political media spending in Q4 2024 associated with the 2024 election cycle in our media payments business.
(o)	Represents year-over-year gross profit growth that excludes incremental gross profit attributable to political media spending in Q4 2024 associated with the 2024 election cycle in our media payments business.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260309595185/en/

Investor Relations Contact for REPAY: ir@repay.com

Media Relations Contact for REPAY:
Kristen Hoyman
(404) 637-1665

khoyman@repay.com

Source: Repay Holdings Corporation

ATLANTA--(BUSINESS WIRE)--Mar. 2, 2026-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of vertically-integrated payment solutions, today announced that the Company will host a conference call to discuss fourth quarter and full year 2025 financial results on Monday, March 9, 2026 at 5:00pm ET. A press release with fourth quarter and full year 2025 financial results will be issued after the market closes that same day.

The conference call will be webcast live from the Company's investor relations website at https://investors.repay.com/ under the “Events” section. The conference call can also be accessed live over the phone by dialing (877) 407-3982, or for international callers (201) 493-6780. A replay will be available two hours after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13757923. The replay will be available until Monday, March 23, 2026. An archive of the webcast will be available at the same location on the website shortly after the call has concluded.

About REPAY

REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260302591429/en/

Investor Relations Contact for REPAY:
ir@repay.com

Media Relations Contact for REPAY:
Kristen Hoyman
khoyman@repay.com

Source: Repay Holdings Corporation

Proven Payment Technology Recognized for Third Consecutive Year

ATLANTA--(BUSINESS WIRE)--Feb. 11, 2026-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY”), a leading provider of vertically-integrated payment solutions, is proud to be honored by TSG (The Strawhecker Group) in its 2026 Real Transaction Metrics Awards. Using its Global Experience Monitoring (GEM) platform, TSG evaluates gateway performance based on real transaction activity, capturing payments, uptime, and latency signals from more than 35 locations across North America, South America, Europe, and Asia Pacific. More than 20 global payment providers were evaluated to determine this year’s award recipients.

REPAY received first place for Best Gateway Uptime. This award recognizes REPAY for having the highest overall availability based on uptime performance checks from more than 35 global locations.

“This recognition emphasizes the strength and reliability of our proprietary gateway technology,” said David Guthrie, CTO of REPAY. “While many payment solutions rely on third-party integrations, REPAY's continued investment in our gateway infrastructure is designed to deliver strong performance for our clients when it matters most. Payment reliability is absolutely critical for today's merchants and enterprises, and this award validates our commitment to ensuring exceptional availability and minimizing disruptions.”

This latest recognition builds on REPAY’s strong track record of gateway performance excellence. In 2025, REPAY earned first place for Highest Authorization Rate for the second consecutive year and was named runner-up for Best Gateway Uptime. The company also led industry performance in mid-year 2025 metrics, earning top recognition for both Highest Authorization Rate and Lowest Gateway Minute Outage.

“Gateway uptime is absolutely critical for today’s fast-paced business environment,” said Mike Trilli, GEM Product Manager at TSG. “When payment systems go down, businesses face immediate revenue loss and customer frustration that can have lasting impacts. REPAY’s consistent uptime performance across our global monitoring locations truly deserves appreciation.”

Details about the Real Transaction Metrics Awards and the list of winners are available here.

About REPAY

REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY's proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.

About TSG

TSG (The Strawhecker Group) is a globally recognized analytics and consulting firm that supports the entire payments ecosystem, serving over 1,000 clients from Fortune 500 leaders to more than a dozen of the world's most valuable brands. Trusted by industry leaders, TSG's strategic services, market intelligence, and analytics merge to empower clients with actionable and accessible information. Please visit www.tsgpayments.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260211164289/en/

Investor Relations Contact for REPAY: IR@repay.com

Media Relations Contact for REPAY:
Kristen Hoyman
khoyman@repay.com

Source: Repay Holdings Corporation

New referral program enables clients to donate earned vendor payment rebates to West Virginia University’s NIL fund

ATLANTA--(BUSINESS WIRE)--Jan. 13, 2026-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY”), a leading provider of vertically-integrated payment solutions, today announced the launch of a new referral partnership with Gold & Blue Enterprises (GBE) that will enable GBE-referred clients to donate earned rebates to West Virginia University’s (WVU) Athletics Name, Image, Likeness (NIL) fund.

As REPAY’s inaugural partner, GBE-referred clients who pay their vendors through REPAY can elect to donate earned rebates from virtual card and Automated Clearing House (ACH) transactions to WVU Athletics. This directly supports the success of the university’s sports teams by enhancing WVU’s ability to attract top-performing student athletes. REPAY will provide GBE clients with improved cost-savings and accounts payable (AP) efficiency, as well as stronger vendor relationships and greater control of accounting operations.

“Our clients are avid fans who love supporting their Mountaineers,” said Don Robinson, CEO of Gold & Blue Enterprises. “We are proud to offer these organizations a way to not only simplify their AP processes and increase revenue, but to contribute those funds to a cause they are passionate about supporting by leveraging REPAY’s proven payment technology.”

REPAY’s automation technology reduces the need for manual operations that can result in errors or delays, boosting productivity and ensuring timely vendor payments. This automation prevents unnecessary fees due to late or inaccurate payments and enables organizations of all sizes to achieve greater operational efficiency through elevated financial management processes.

“Organizations that leverage digital payments such as virtual cards and ACH can modernize AP processes and improve payment security compared to legacy payment processes,” said Darin Horrocks, Executive Vice President, Business Payments at REPAY. “Our advanced AP platform routes rebates to WVU athletics from electing GBE-referred clients, enabling those clients to feel pride in contributing directly to the Mountaineers and the future of collegiate athletics.”

About REPAY

REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.

About Gold and Blue Enterprises

An initiative designed to revolutionize the student-athlete experience and enhance the Mountaineers' competitive edge in the evolving landscape of collegiate athletics. Gold & Blue Enterprises play a central role in advancing the mission of WVU Athletics by supporting strategic initiatives that drive success in competition and in the evolving Name, Image and Likeness (NIL) landscape. By serving as a key partner in the development of a comprehensive, cutting-edge and sustainable NIL and revenue-generating ecosystem, Gold & Blue Enterprises supports Mountaineer student-athletes and position WVU as a national leader in the future of collegiate athletics. Visit goldandblueenterprises.com to learn more.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260113192095/en/

Investor Relations Contact for REPAY:
IR@repay.com

Media Relations Contact for REPAY:
Kristen Hoyman
khoyman@repay.com

Source: Repay Holdings Corporation

Proprietary Gateway Technology Delivers Highest Authorization Rates and Fewest Outages in Competitive Analysis

ATLANTA--(BUSINESS WIRE)--Sep. 23, 2025-- Repay Holdings Corporation (NASDAQ: RPAY) ("REPAY"), a leading provider of vertically-integrated payment solutions, is proud to be honored by TSG (The Strawhecker Group) as the most reliable gateway provider according to key performance metrics. Based on mid-year data powered by TSG’s Global Experience Monitoring (GEM) platform, REPAY’s gateway was recognized as having the highest authorization rate and lowest gateway minute outage.

GEM monitors real card transactions and pings from over 30 global locations across North America, South America, Europe, and Asia Pacific 24/7/365 to benchmark gateway performance. GEM is different from other monitoring solutions because it provides the client’s perspective of performance.

For January through June 2025, REPAY’s gateway earned first place recognition for Highest Authorization Rate. GEM evaluates this metric by tracking the percentage of authorization failures a gateway experiences daily unrelated to the issuer, network, or cardholder.Within the same timeframe in 2025, REPAY’s gateway also earned first place recognition for Lowest Gateway Minute Outage. GEM pings locations in the United States and Canada to determine minute outages, recording an outage if at least 25% of location checks fail simultaneously. Additionally, REPAY was runner-up for Best Gateway Uptime, based on performance checks from over 35 global locations to determine the gateway’s availability.

“Payment reliability is absolutely critical for today's merchants and enterprises," said Mike Trilli, GEM Product Manager at TSG. "When businesses partner with a payments provider that ensures exceptional availability and minimizes disruptions, they can boost revenue growth, safeguard customer loyalty, and eliminate operational friction. REPAY's gateway reliability and sustained high-level performance truly stood out to us.”

"These mid-year results demonstrate the strength and reliability of our proprietary gateway technology," said David Guthrie, CTO of REPAY. “While many of our direct competitors rely on third-party solutions, REPAY’s investment in our gateway infrastructure continues to deliver superior performance for our clients when it matters most.”

About REPAY

REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY's proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.

About TSG

TSG (The Strawhecker Group) is a globally recognized analytics and consulting firm that supports the entire payments ecosystem, serving over 1,000 clients from Fortune 500 leaders to more than a dozen of the world's most valuable brands. Trusted by industry leaders, TSG's strategic services, market intelligence, and analytics merge to empower clients with actionable and accessible information. Please visit www.tsgpayments.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250923718731/en/

Investor Relations Contact for REPAY: IR@repay.com

Media Relations Contact for REPAY:

Kristen Hoyman
khoyman@repay.com

Source: Repay Holdings Corporation

Partnership Enables Omni-channel and Digital Payment Acceptance for Automotive and Equipment Financing Across North America

ATLANTA--(BUSINESS WIRE)--Sep. 9, 2025-- Repay Holdings Corporation (NASDAQ: RPAY) ("REPAY"), a leading provider of vertically-integrated payment solutions, today announced a comprehensive technology partnership with Alfa, a leading provider of SaaS solutions for the global automotive and equipment finance industry. This strategic partnership will deliver more secure and convenient payment acceptance capabilities to Alfa's users throughout the United States and Canada.

REPAY and Alfa will begin joint efforts on technical integration between platforms enabling complete payment acceptance across a wide range of modalities, including card payments, ACH and digital wallets. Borrowers will be able to make payments through their preferred channels – online, text, mobile, or Interactive Voice Response (IVR) – providing maximum convenience and flexibility in managing their loan and lease obligations.

The partnership will look to extend enhanced payment acceptance and tracking across Alfa’s complete customer portfolio, encompassing both auto and equipment financing companies. The intention is for financial institutions and lenders using Alfa's loan and leasing management platform to be able to utilize an out of the box, modernized and seamless payment experience while streamlining internal accounting and reconciliation processes.

"Providing borrowers with flexible, secure payment options across all channels is essential for modern lending operations," said Jake Moore, EVP, Consumer Payments, REPAY. "Our collaboration with Alfa Systems empowers lenders to meet borrower preferences while optimizing efficiency across their operations.”

Once integrated, the integration will support real-time payment processing and posting, ensuring that payment updates and information are accurately reflected in lenders' systems immediately after submission. This eliminates delays in payment recognition, reduces the risk of unnecessary late fees, and improves overall borrower satisfaction. Additionally, the solution maintains compliance with industry security standards while providing lenders with detailed transaction reporting and analytics.

"This partnership with REPAY represents a significant step forward in delivering industry-leading solutions to our clients in the auto finance and equipment financing sectors,” said David O’Callaghan, EVP, North America, at Alfa. "The combination of REPAY's advanced payment technology with our platform will elevate operations and provide our customers with the modern, efficient payment capabilities their borrowers expect in today's digital landscape."

About REPAY

REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY's proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.

About Alfa

Alfa Systems, our class-leading SaaS platform, is at the heart of the world's largest and most progressive asset finance operations. Supporting all types of automotive, equipment and wholesale finance, Alfa Systems is proven at volume and across borders, and trusted by leading brands to manage complex portfolios, drive efficiency and sustainability, and enhance the customer experience.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250909582368/en/

Investor Relations Contact for REPAY: IR@repay.com

Media Relations Contact for REPAY:
Kristen Hoyman
khoyman@repay.com

Source: REPAY