Veradace Partners Issues Letter to Repay Independent Board Members Calling for the Termination of the KUBRA Acquisition and Shareholder Board Additions Given Shareholder Opposition to KUBRA Deal
Calls for the Board to Fulfill Their Fiduciary Duty and Abandon the KUBRA Acquisition
Presses the Company to Add Two Shareholder Representatives to the Board Immediately to Help Restore Investor Confidence and Improve Governance
Veradace Partners L.P. (collectively with its affiliates, "Veradace" or "we"), a significant shareholder of Repay Holdings Corporation (NASDAQ:RPAY) ("Repay" or the "Company"), with beneficial ownership of 8.4% of the outstanding Class A Shares, today issued an open letter to the Independent Board Members calling on the Board to investigate and abandon the KUBRA transaction and add shareholder representatives to the Board of Directors.
About Veradace Partners L.P.
Veradace Partners is a concentrated, long-term, public equity investment partnership that seeks to invest in high-quality businesses at reasonable prices. Veradace takes a long-term and constructive approach to working with management teams. Veradace has a track record of working with companies to create long-term value.
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April 9, 2026
Peter Kight
Paul Garcia
Maryann Goebel
Emnet Rios
Richard Thornburgh
Independent Board of Directors
Repay Holdings Corporation
3060 Peachtree Road NW, Suite 1100
Atlanta, GA 30305
Dear Mr. Kight, Mr. Garcia, Ms. Goebel, Ms. Rios, Mr. Thornburgh:
Veradace Partners L.P. ("Veradace" or "we") is a long-term investor that currently owns ~7.3mm shares or 8.4% of Repay Holdings Corporate ("Repay", "RPAY", the "Company") Class A shares. We are writing to the independent board members publicly because our efforts to engage privately have largely been ignored and urgency is needed to fix a bad deal. We have attempted to reach board members since December 2025. Prior to the announcement of the KUBRA Data Transfer ("KUBRA") acquisition our attempts were rebuked, following the deal announcement we have spoken with one independent director. That director does not seem aware of the shareholder dissent.
The acquisition of KUBRA is not one shareholders support. That should be evident by the (17%) decline the day the deal was announced and the (20%) RPAY underperformance to both the S&P 500 and the Russell 2000 since deal announcement.
More importantly, many shareholders explicitly voiced opposition against a large acquisition to the Repay management team in the months and weeks before this deal was announced. Veradace specifically voiced written opposition to acquisitions given Repay's current valuation on March 11th. As a long-term partner to companies and management teams, we had a call with Management on March 17th to specifically give them an opportunity to help us understand how M&A could be a good capital allocation decision today – Management was unconvincing. We have surveyed your largest owners looking for supporters in an attempt to understand the deal merits – we have spoken with shareholders representing the majority of actively managed votes and EVERY SINGLE INVESTOR would prefer this deal does not go through. The feedback is unanimous!
The Company has adopted policies that prioritize investor communication through Repay Management. There is strong opposition at this time to M&A given RPAY's depressed valuation and alternative capital allocation options, and even stronger dissatisfaction with the size, valuation and leverage of KUBRA specifically. Your largest shareholders voiced M&A opposition to Management before a deal was announced. Given that opposition, this recent deal appears a breach of fiduciary duty; we are now concerned that Management's presentation of shareholder priorities and the merits of this deal to the Board may have been incomplete or misleading.
The Board should act with haste to collaborate with shareholders to resolve governance issues and stop a deal that is much lower return and much higher risk than other capital allocation alternatives. I'll summarize how the board can work with shareholders to course correct.
First, with input and support from your largest owners, the Board should immediately add two shareholder representatives to the Board to fill recent vacancies. These shareholders board members should lead an investigation on this transaction, one that is a direct conflict with the Repay shareholders' view on prudent capital allocation. These board members should examine whether this deal is the result of any kind of deceptive conduct or breach of fiduciary duty that did not place shareholders first.
Second, given the opposition that was expressed before this deal was definitive, the shareholders and board members should pursue how this deal can be abandoned.
Finally, from a fiduciary duty perspective, under no circumstances should this deal close before the voting results of Repay's 2026 Annual Meeting of Stockholders is reported.
Again, we would like to work collaboratively with the board to help rectify governance shortcomings and a misguided acquisition.
Sincerely,
Alex Vezendan
Founder and Chief Investment Officer
Veradace Capital Management LLC
General Partner of Veradace Partners LP
View source version on businesswire.com: https://www.businesswire.com/news/home/20260409695605/en/
Veradace Capital Management
info@veradacecapital.com