Repay Holdings Declares Preferred Share Rights Distribution Under New Shareholder Rights Plan

Repay Holdings Corporation (NASDAQ: RPAY), a payment technology company, declared a distribution of one preferred share purchase right for each outstanding share of Class A common stock on April 13, 2026. The rights will be distributed to stockholders of record as of the close of business on April 24, 2026. Read more dividend announcements.

The distribution is part of a stockholder rights plan adopted by the company's Board of Directors. Under the plan, the preferred share purchase rights are designed to impose significant dilution on any person or group that acquires 12.5% or more of the company's outstanding common stock without prior board approval.

The rights plan includes an exception for existing stockholders who already own 12.5% or more of outstanding shares as of the adoption date. These stockholders are not considered "Acquiring Persons" under the plan but are generally prohibited from acquiring additional shares.

Continental Stock Transfer & Trust Company will serve as rights agent under the agreement. Any rights held by an acquiring person who crosses the 12.5% threshold will become null and void and may not be exercised.

Series A Preferred Stock Terms

The company designated 200,000 shares of Series A Junior Participating Preferred Stock in connection with the rights plan. Holders of the Series A Preferred Stock are entitled to quarterly cash dividends on March 1, June 1, September 1, and December 1 of each year, in an amount equal to the greater of $1.00 per share or 1,000 times the aggregate per-share amount of all dividends declared on the common stock.

The dividend rate adjusts proportionally in the event the company declares stock dividends or effects a subdivision or combination of outstanding common shares. If no dividend is declared on common stock during a quarter, Series A Preferred Stock holders receive a minimum $1.00 per share dividend on the quarterly payment date.