8-K: Repay Holdings Appoints New Director Amid Cooperation Agreement

Repay Holdings Corporation announced the appointment of Zachary F. Sadek to its Board of Directors, effective July 13, 2026, following a cooperation agreement with PCP Managers II, L.P.

Summary

• Repay Holdings Corporation has appointed Zachary F. Sadek to its Board of Directors, expanding the board to seven members.
• This appointment is a result of a Cooperation Agreement entered into with PCP Managers II, L.P., an affiliate of one of the company's largest stockholders.
• Mr. Sadek, a Senior Partner at Parthenon Capital Partners, brings over two decades of experience in payments, financial technology, business services, and software sectors.
• The agreement includes customary standstill restrictions and confidentiality obligations.
• Mr. Sadek's initial term as a director will expire at the Company's 2027 annual meeting of stockholders.
• The company has agreed to nominate Mr. Sadek for re-election at the 2027 Annual Meeting.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive development, indicating increased board oversight and alignment with a major shareholder, though it does not directly impact immediate financial performance.

Positives

• Board strengthened with an independent director possessing significant industry experience.
• Appointment of Zachary F. Sadek brings over two decades of investment and advisory experience in payments and fintech.
• Six out of seven directors now qualify as independent, enhancing corporate governance.
• The cooperation agreement signifies constructive engagement and a shared commitment to driving improved performance and long-term stockholder value.

Risks

• The Cooperation Agreement contains standstill restrictions that remain in effect until the earlier of thirty (30) calendar days after Mr. Sadek's departure from the Board or the first day following the conclusion of the 2027 Annual Meeting, subject to exceptions.
• Forward-looking statements are subject to significant business, economic, and competitive uncertainties and contingencies that are difficult to predict and generally beyond REPAY's control.

Future Outlook

The company's strategy, growth opportunities, successful integration of KUBRA, and ability to create long-term stockholder value are subject to forward-looking statements that carry inherent risks and uncertainties.

Management Comments

• "We are pleased to welcome Zach to the REPAY Board. Zach brings deep experience across the payments and financial technology industries, together with significant board and investment experience. We also value the perspective he brings from Parthenon Capital, one of REPAYs largest stockholders, as we continue to focus on executing our strategy and creating long-term value for all stockholders."
• "I appreciate the opportunity to join the REPAY Board. Parthenon Capital has been a long-term, supportive stockholder of REPAY and believes REPAY has established a strong market position and differentiated payments platform. I look forward to working collaboratively with my fellow directors and the management team to create long-term value for all stockholders."

Industry Context

StockSavvy.ai notes that the appointment of a director with significant fintech and payments experience, particularly from a major stockholder's affiliate, is a common strategy to align strategic direction and enhance shareholder value in the dynamic financial technology sector.

Management Changes

Corporate Governance

Related Party Transactions

• Zachary F. Sadek is a Senior Partner at Parthenon Capital Partners, an affiliate of PCP Managers II, L.P., one of the Company's largest stockholders. Mr. Sadek does not have any transactions with the Company reportable under Item 404(a) of Regulation S-K, other than the Cooperation Agreement.

Stakeholder Impact

• Shareholders: The appointment of a director with significant industry experience and alignment with a major stockholder is intended to drive improved performance and create long-term value.
• Board of Directors: Increased to seven members, with six now qualifying as independent, potentially leading to more robust governance and decision-making.

Next Steps

• Mr. Sadek will serve on the Board with an initial term expiring at the 2027 Annual Meeting.
• The Company will nominate Mr. Sadek as a candidate for election to the Board at the 2027 Annual Meeting.
• Cooperation Agreement's standstill and confidentiality obligations will remain in effect until specified dates.

Key Dates

Recommendation

The filing details a board appointment and a cooperation agreement, which are governance-related and do not provide immediate financial performance data or strategic shifts that would warrant a buy or sell recommendation. It indicates constructive engagement with a major shareholder, suggesting a focus on long-term value, thus a 'hold' is appropriate pending further operational or financial updates.

Keywords

Repay Holdings Corporation, Board of Directors, Zachary F. Sadek, Cooperation Agreement, PCP Managers II, L.P., Parthenon Capital Partners, Fintech, Payments