Repay Holdings Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

REPAY HOLDINGS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 10, 2026, Repay Holdings Corporation (the “Company”) held its annual meeting of the stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Repay Holdings Corporation Third Amended and Restated Omnibus Incentive Plan (the “Third Amended and Restated Plan”). The Third Amended and Restated Plan had previously been approved by the Company’s board of directors on April 30, 2026, subject to stockholder approval. The purpose of the Third Amended and Restated Plan is to: (i) increase the number of shares that may be granted as awards by 2,500,000; (ii) extend the term of the Third Amended and Restated Plan to April 29, 2036; and (iii) make other updates as described further in the Third Amended and Restated Plan. A total of 24,726,728 shares of the Company’s Class A common stock are authorized for issuance under the Third Amended and Restated Plan.

More detailed descriptions of the material terms of the Third Amended and Restated Plan are included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2026 (the “Proxy Statement”) under the heading “Proposal Three: Approval of the Amendment and Restatement of the Company’s Omnibus Incentive Plan.” The foregoing summary description of the Third Amended and Restated Plan is qualified in its entirety by reference to the actual terms of such plan, which is incorporated herein by reference as Exhibit 10.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. At the Annual Meeting, the Company’s stockholders considered four proposals disclosed in the Company’s Proxy Statement. The final voting results were as follows:

Proposal 1: Election of Directors for Terms Expiring at the 2027 Annual Meeting of Stockholders.

As a result, each nominee was elected to serve as a director for a term expiring at the 2027 annual meeting of stockholders.

Proposal 2: Advisory Vote on Executive Compensation.

As a result, the Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

Proposal 3: Approval of an Amendment and Restatement of the Omnibus Incentive Plan.

As a result, the Company’s stockholders approved the Third Amended and Restated Omnibus Incentive Plan.

Proposal 4: Ratification of the Audit Committee’s Appointment of Grant Thornton, LLP as the Independent Registered Public Accountant.

As a result, the Company’s stockholders ratified the selection of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.