Short answer
Repay Holdings Corp (RPAY) filed an 8-K current report with the SEC on April 14, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 3.03 (Material Modification to Rights of Security Holders), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.1). Stockholder rights plan adopted April 13, 2026, creating a takeover defense for Repay shareholders.
Repay Holdings Corp 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- Stockholder rights plan adopted April 13, 2026, creating a takeover defense for Repay shareholders
- 12.5% ownership trigger, including certain derivative exposure, could substantially dilute an unapproved acquirer
- Rights become exercisable 10 days after an Acquiring Person announcement, limiting rapid accumulation without Board approval
- $17 purchase price enables eligible holders to buy securities worth $34 after triggering event
- Rights expire April 13, 2027, unless earlier redeemed at $0.001 per Right by the Board
Item 3.03 · Material Modification to Rights of Security Holders
- Item 3.03 indicates a material modification to preferred-stock security-holder rights
- Filing excerpt is incomplete and directs investors to the broader disclosure for rights and preferences
- Preferred-stock terms may affect voting, dividend, conversion, liquidation, or other shareholder protections
Item EX-99.1 · Exhibit EX-99.1
- Limited-duration rights plan effective immediately through April 13, 2027, signaling concern over rapid stock accumulation
- Rights trigger at 12.5% ownership, including one-share increases by existing holders already above the threshold
- April 24, 2026 record date for one preferred-share purchase right per Class A common share
- Triggering investor’s rights become void while other holders can buy discounted Class A shares, creating takeover dilution risk
- Qualifying all-cash, fully financed offers remain subject to stockholder vote after 90 business days and 20% holder demand
Other items in this filing:
- Item 7.01: Regulation FD Disclosure
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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