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What changed in Repay Holdings Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Repay Holdings Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+248 added−252 removedSource: 10-K (2026-03-09) vs 10-K (2025-03-03)

Top changes in Repay Holdings Corp's 2025 10-K

248 paragraphs added · 252 removed · 210 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThese institutions include third party processors and sponsor banks, who sit between us, acting as the merchant acquirer or payment processor, and the payment networks, such as Visa and MasterCard. These processors and vendors in turn have agreements with the payment networks, which permit them to route transaction information through their networks in exchange for fees.
Biggest changeThese processors and vendors in turn have agreements with the payment networks, which permit them to route transaction information through their networks in exchange for fees. When we facilitate a transaction as a merchant acquirer, we utilize third party processors primarily for authorization such as Global Payments, Inc.
We refer to these software providers as our “software integration partners.” An integration allows our sales force to readily access new client opportunities 4 or respond to inbound leads because, in many cases, a business will prefer, or in some cases only consider, a payments provider that has already integrated or is able to integrate its solutions with the business’ primary enterprise management system.
We refer to these software providers as our “software integration partners.” An integration allows our sales force to readily access new client opportunities or respond to inbound leads because, in many cases, a business will prefer, or in some cases only consider, a payments provider 4 that has already integrated or is able to integrate its solutions with the business’ primary enterprise management system.
We believe the most significant competitive factors in the markets in which we compete are: (1) economics, including fees charged to merchants and commission payouts to software integration partners; (2) product offering, including emerging technologies and development by other participants in the payments ecosystem; (3) service, including product functionality, value-added solutions and strong client support for both clients and software integration partners; and (4) reliability, including a strong reputation for quality service and trusted software integration partners.
We believe 9 the most significant competitive factors in the markets in which we compete are: (1) economics, including fees charged to merchants and commission payouts to software integration partners; (2) product offering, including emerging technologies and development by other participants in the payments ecosystem; (3) service, including product functionality, value-added solutions and strong client support for both clients and software integration partners; and (4) reliability, including a strong reputation for quality service and trusted software integration partners.
Our CMS, developed in conjunction 7 with the Third Party Payment Processors Association, focuses on four main components — board and management oversight, a compliance program with written policies and procedures and employee training and monitoring, responsiveness to consumer complaints and annual compliance audits from an independent third party — and is inclusive of the Electronic Transaction Association guidelines on underwriting and risk.
Our CMS, originally developed in 7 conjunction with the Third Party Payment Processors Association, focuses on four main components — board and management oversight, a compliance program with written policies and procedures and employee training and monitoring, responsiveness to consumer complaints and annual compliance audits from an independent third party — and is inclusive of the Electronic Transaction Association guidelines on underwriting and risk.
These rules and standards, including the Payment Card Industry Data Security Standards, govern a variety of areas, including how consumers and customers may use their cards, whether (and the terms under which) convenience fees or surcharges may be imposed in connection with the use of their cards, the security features of cards, security standards for processing, data security and allocation of liability for certain acts or omissions, including liability in the event of a data breach.
These rules and standards, including the Payment Card Industry Data Security Standards, govern a variety of areas, including how consumers and customers may use their cards, whether (and the terms under which) convenience fees or surcharges may be imposed in 13 connection with the use of their cards, the security features of cards, security standards for processing, data security and allocation of liability for certain acts or omissions, including liability in the event of a data breach.
The Dodd-Frank Act and the Federal Reserve’s implementing regulations require that such interchange fees be “reasonable and proportional” to the cost incurred by the issuer in processing the transactions. Federal Reserve regulations implementing this “reasonable and proportional” requirement have capped debit interchange rates for card issuers operating in the United States with assets of $10 billion or more.
The Dodd-Frank Act and the Federal Reserve’s implementing regulations require that such interchange fees be “reasonable and proportional” to the cost incurred by the issuer in processing the transactions. Federal 11 Reserve regulations implementing this “reasonable and proportional” requirement have capped debit interchange rates for card issuers operating in the United States with assets of $10 billion or more.
The acquisition of cPayPlus further expanded our business-to-business automation and payment offering to include accounts payable automation and payment solutions for both existing and prospective clients across all business lines. 10 CPS Acquisition On November 2, 2020, we acquired all of the equity interests of CPS Payment Services , LLC, Media Payments, LLC, and Custom Payment Systems, LLC (collectively, “CPS”).
The acquisition of cPayPlus further expanded our business-to-business automation and payment offering to include accounts payable automation and payment solutions for both existing and prospective clients across all business lines. CPS Acquisition On November 2, 2020, we acquired all of the equity interests of CPS Payment Services , LLC, Media Payments, LLC, and Custom Payment Systems, LLC (collectively, “CPS”).
We are also subject to certain economic and trade sanctions programs that are administered by Office of Foreign Assets Control (“OFAC”) that prohibit or restrict transactions to or from (or transactions dealing with) narcotics traffickers, terrorists, terrorist organizations, certain individuals, specified countries, their governments and, in certain circumstances, their nationals.
We are also subject to certain economic and trade sanctions programs that are administered by Office of Foreign Assets Control (“OFAC”) that prohibit or restrict transactions to or from (or transactions dealing with) narcotics traffickers, terrorists, terrorist organizations, certain 12 individuals, specified countries, their governments and, in certain circumstances, their nationals.
Competitive Conditions and Market Trends We compete with a variety of payment processing companies that have different business models, go-to-market strategies and technical capabilities. In our Consumer Payments segment, our primary competitors include ACI Worldwide, Paymentus, PayNearMe, PayScout and TabaPay.
Competitive Conditions and Market Trends We compete with a variety of payment processing companies that have different business models, go-to-market strategies and technical capabilities. In our Consumer Payments segment, our primary competitors include ACI Worldwide, Payliace, Paymentus, PayNearMe, PayScout and TabaPay.
One of our priorities is to maintain and enhance our culture as we grow and bring on new team members. 14 We participate in an annual employee engagement and feedback survey which allows all full-time employees to anonymously give us feedback on our workplace culture, employee programs, and more.
One of our priorities is to maintain and enhance our culture as we grow and bring on new team members. We participate in an annual employee engagement and feedback survey which allows all full-time employees to anonymously give us feedback on our workplace culture, employee programs, and more.
Our continued investment in our technology capabilities (including our RCS platform) positions us to provide value-added services and emerging payment solutions that will address the evolving needs of our clients as they seek to best serve their customers.
Our continued investment in our technology capabilities (including our RCS platform) positions us to provide value-added services and emerging payment solutions that will address the evolving needs of our clients 5 as they seek to best serve their customers.
Our bank partners sponsor our adherence to the rules and standards of the 13 payment networks and enable us to route transactions under the sponsor banks’ control and identification numbers (known as BIN for Visa and ICA for MasterCard) across the card and ACH networks to authorize and clear transactions.
Our bank partners sponsor our adherence to the rules and standards of the payment networks and enable us to route transactions under the sponsor banks’ control and identification numbers (known as BIN for Visa and ICA for MasterCard) across the card and ACH networks to authorize and clear transactions.
Various federal and 12 state regulatory enforcement agencies, including the Federal Trade Commission (“FTC”) and the states attorneys general, have authority to take action against payment processors who violate such laws, rules and regulations.
Various federal and state regulatory enforcement agencies, including the Federal Trade Commission (“FTC”) and the states attorneys general, have authority to take action against payment processors who violate such laws, rules and regulations.
Our current acquisition strategy focuses on integrated payments companies serving attractive vertical markets and opportunities to broaden our product offerings. From January 1, 2016 through December 31, 2024, we have completed eleven acquisitions, which are described below. These acquisitions were of payment companies and are representative of the acquisitions we envision consummating in the future.
Our current acquisition strategy focuses on integrated payments companies serving attractive vertical markets and opportunities to broaden our product offerings. From January 1, 2016 through December 31, 2025, we have completed eleven acquisitions, which are described below. These acquisitions were of payment companies and are representative of the acquisitions we envision consummating in the future.
Our receivables management vertical relates to consumer loan collections, which typically enter the receivables management process due to delinquency on credit card bills or as a result of major life events, such as job loss or major medical issues.
Our receivables management vertical relates to consumer debt collections, which typically enter the receivables management process due to delinquency on credit card bills or as a result of major life events, such as job loss or major medical issues.
Our integrated model fosters long-term relationships with our clients, which supports our volume retention rates that we believe are above industry averages. As of December 31, 2024, we maintained approximately 280 integrations with various software providers. Segments We report our financial results based on two reportable segments, Consumer Payments and Business Payments.
Our integrated model fosters long-term relationships with our clients, which supports our volume retention rates that we believe are above industry averages. As of December 31, 2025, we maintained approximately 294 integrations with various software providers. Segments We report our financial results based on two reportable segments, Consumer Payments and Business Payments.
We also maintain a sales support team that supports the onboarding process. Software Integration Partners As of December 31, 2024, we were integrated with approximately 280 software partners that are providers of our clients’ primary enterprise management systems. Our integrations are intended to ensure seamless delivery of our full suite of payment processing capabilities to our clients.
We also maintain a sales support team that supports the onboarding process. Software Integration Partners As of December 31, 2025, we were integrated with approximately 294 software partners that are providers of our clients’ primary enterprise management systems. Our integrations are intended to ensure seamless delivery of our full suite of payment processing capabilities to our clients.
The strategic vertical markets served within our Business Payments segment primarily include retail automotive, education, field services, governments and municipalities, healthcare, media, HOA management and hospitality. Our Business Payments segment represented approximately 17% of our total revenue after any intersegment eliminations for the year ended December 31, 2024.
The strategic vertical markets served within our Business Payments segment primarily include retail automotive, education, field services, governments and municipalities, healthcare, media, HOA management and hospitality. Our Business Payments segment represented approximately 15% of our total revenue after any intersegment eliminations for the year ended December 31, 2025.
Our top 10 clients, with an average tenure of approximately seven years, contributed approximately 20% and 18% of total gross profit during the year ended December 31, 2024 and 2023, respectively. Our leading competitive position and differentiated solutions have enabled us to realize unique advantages in growing and strategically important segments of the payments market.
Our top 10 clients, with an average tenure of approximately seven years, contributed approximately 19% and 20% of total gross profit during the years ended December 31, 2025 and 2024, respectively. Our leading competitive position and differentiated solutions have enabled us to realize unique advantages in growing and strategically important segments of the payments market.
Lastly, some of our clients are subject to various state laws and regulations that prohibit or limit the imposition of a surcharge or convenience fee in connection with their customers use of a payment card or other form of electronic payment.
Lastly, some of our clients are subject to various state laws and regulations that prohibit or restrict the imposition of a surcharge or convenience fee in connection with their customers’ use of a payment card or other form of electronic payment.
We plan to continue to drive operating leverage in our personnel expenditures, as we believe that, in general, we can process larger payment volumes without significant increases to our personnel and operating expenses. Strategic Acquisitions From January 1, 2016 through December 31, 2024, we have successfully acquired eleven businesses.
We plan to continue to drive operating leverage in our personnel expenditures through increased automation and process improvements, as we believe that, in general, we can process larger payment volumes without significant increases to our personnel and operating expenses. Strategic Acquisitions From January 1, 2016 through December 31, 2025, we have successfully acquired eleven businesses.
If the client incurring the chargeback is unable to fund the refund to the card-issuing bank, we are required to do so by the rules of the payment networks and our contractual arrangements with our sponsor banks. During the year ended December 31, 2024, our chargeback rate was under 1% of our payment volume.
If the client incurring the chargeback is unable to fund the refund to the card-issuing bank, we are required to do so by the rules of the payment networks and our contractual arrangements with our sponsor banks. During the year ended December 31, 2025, our chargeback rate was less than 1% of our payment volume.
Since 2012, we have used TriSource as one of our primary third-party processors for settlement solutions when we facilitate transactions as a merchant acquirer. The acquisition of TriSource has provided further control over our transaction processing ecosystem and accelerated product delivery capabilities. We now generally refer to our clearing and settlement product offerings as RCS.
Since 2012, we have used TriSource as one of our primary third-party processors for settlement solutions when we facilitate transactions as a merchant acquirer. The acquisition of TriSource has provided further control over our transaction processing ecosystem and accelerated product delivery capabilities.
For additional information regarding some of the risks relating to our intellectual property see “Risk Factors — Risks Related to Our Business — We may not be able to successfully manage our intellectual property and are subject to infringement claims.” in Part I, Item 1A of this Annual Report on Form 10-K.
For additional information regarding some of the risks relating to our intellectual property see “Risk Factors — Risks Related to Our Business — We may not be able to successfully manage our intellectual property and are subject to infringement claims.” in Part I, Item 1A of this Annual Report on Form 10-K. 14 Human Capital Our employees are a critical component of our success.
In 2024, 82% of participants responded that REPAY is a great place to work. Our employees’ feedback from the annual surveys have allowed us to be certified as a Great Place to Work® for the last eight consecutive years.
In 2025, 88% of participants responded that REPAY is a great place to work. Our employees’ feedback from the annual surveys have allowed us to be certified as a Great Place to Work® for the last nine consecutive years.
Our Consumer Payments segment represented approximately 83% of our total revenue after any intersegment eliminations for the year ended December 31, 2024.
Our Consumer Payments segment represented approximately 85% of our total revenue after any intersegment eliminations for the year ended December 31, 2025.
Human Capital Our employees are a critical component of our success. As of December 31, 2024, we employed approximately 465 full-time employees throughout the U.S. We have 5 office locations with an employee presence and have a remote employee presence throughout the U.S. None of our employees are represented by a labor union or covered by a collective bargaining agreement.
As of December 31, 2025, we employed approximately 486 full-time employees throughout the U.S. We have 4 office locations with an employee presence and have a remote employee presence throughout the U.S. None of our employees are represented by a labor union or covered by a collective bargaining agreement.
Ventanex Acquisition On February 10, 2020, we acquired all of the equity interests of CDT Technologies, LTD. d/b/a Ventanex (“Ventanex”). The acquisition of Ventanex accelerated our entry into the mortgage and healthcare payments verticals. cPayPlus Acquisition On July 23, 2020, we acquired all of the equity interest of cPayPlus, LLC (“cPayPlus”).
The acquisition of Ventanex accelerated our entry into the mortgage and healthcare payments verticals. cPayPlus Acquisition On July 23, 2020, we acquired all of the equity interest of cPayPlus, LLC (“cPayPlus”).
We provide integrated payment processing solutions to industry-oriented vertical markets in which businesses or other organizations have specific transaction processing needs. We refer to these markets as “vertical markets” or “verticals.” We are a payments innovator, differentiated by our proprietary, integrated payment technology platform and our ability to reduce the complexity of electronic payments for businesses.
We refer to these markets as “vertical markets” or “verticals.” We are a payments innovator, differentiated by our proprietary, integrated payment technology platform and our ability to reduce the complexity of electronic payments for businesses.
We have also experienced in the past, and may continue to experience, cyclical fluctuations in our revenues as a result of our clients that focus on political advertising within our media vertical.
This increase is due to consumers’ receipt of tax refunds and the increases in repayment activity levels that follow. We have also experienced in the past, and may continue to experience, cyclical fluctuations in our revenues as a result of our clients that focus on political advertising within our media vertical.
APS Acquisition On October 14, 2019, we acquired substantially all of the assets of American Payment Services of Coeur D’Alene, LLC, North American Payment Solutions LLC, and North American Payment Solutions Inc. (collectively, “APS”) . The acquisition of APS meaningfully expanded our addressable market by enabling us to access the business-to-business vertical.
We now generally refer to our clearing and settlement product offerings as RCS. 10 APS Acquisition On October 14, 2019, we acquired substantially all of the assets of American Payment Services of Coeur D’Alene, LLC, North American Payment Solutions LLC, and North American Payment Solutions Inc. (collectively, “APS”) .
Unless otherwise noted or unless the context otherwise requires, “Thunder Bridge” refers to Thunder Bridge Acquisition. Ltd. prior to the consummation of the Business Combination. We are headquartered in Atlanta, Georgia.
Unless otherwise noted or unless the context otherwise requires, “Thunder Bridge” refers to Thunder Bridge Acquisition. Ltd. prior to the consummation of the Business Combination. We are headquartered in Atlanta, Georgia. Our legacy business was founded as M & A Ventures, LLC, a Georgia limited liability company doing business as REPAY: Realtime Electronic Payments (“REPAY LLC”), in 2006.
Though we offer highly customized payment solutions to our clients, our core technology platform is comprehensive and can be utilized to penetrate other strategic vertical markets. 5 Strengthen and Extend Our Solution Portfolio through Continued Innovation As we further integrate our solution into our clients’ workflows, we will look to continue to innovate on our solution set and broaden our suite of services.
Strengthen and Extend Our Solution Portfolio through Continued Innovation As we further integrate our solution into our clients’ workflows, we will look to continue to innovate on our solution set and broaden our suite of services.
In order for us to process and settle transactions for our clients, we have entered into sponsorship agreements with banks that are members of the payment networks. We are required to register with the payment networks through these bank partners because we, as a payment processor, are not a “member bank” as defined by the major payment networks.
We are required to register with the payment networks through these bank partners because we, as a payment processor, are not a “member bank” as defined by the major payment networks.
Hawk Parent was formed in 2016 in connection with the acquisition of a majority interest in the successor entity of REPAY LLC and its subsidiaries by certain investment funds sponsored by, or affiliated with, Corsair Capital LLC. Business Overview We are a leading payments technology company.
Hawk Parent was formed in 2016 in connection with the acquisition of a majority interest in the successor entity of REPAY LLC and its subsidiaries. Business Overview We are a leading payments technology company. We provide integrated payment processing solutions to industry-oriented vertical markets in which businesses or other organizations have specific transaction processing needs.
We routinely retain external parties to audit our systems’ compliance with current security standards as established by the Payment Card Industry Data Security Standards (“PCI DSS”), Service Organization Control ("SOC1 Type II,” “SOC2 Type II”), Health Insurance Portability and Accountability Act (“HIPAA”) and International Organization for Standardization (“ISO 27001”) and to test our systems against vulnerability to unauthorized access.
We routinely engage independent third parties to audit our compliance with applicable security and regulatory frameworks, including the Payment Card Industry Data Security Standard (“PCI DSS”), Service Organization Control reports (“SOC1 Type II,” “SOC2 Type II”), and the Health Insurance Portability and Accountability Act (“HIPAA”), where applicable.
Many of the vertical markets in which we compete are continuing to shift from legacy payment mediums — primarily cash and check — to electronic forms of payment. In addition, the COVID-19 pandemic and the resulting changes in consumer behavior has led to an accelerated shift to electronic payments.
Many of the vertical markets in which we compete are continuing to shift from legacy payment methods — primarily cash and check — to electronic forms of payment. We expect to benefit from this trend as our clients increasingly adopt and expand the use of electronic payment solutions in which we specialize.
Revenues during the first quarter of the calendar year tend to increase in comparison to the 9 remaining three quarters of the calendar year on a same store basis. This increase is due to consumers’ receipt of tax refunds and the increases in repayment activity levels that follow.
We have experienced in the past, and may continue to experience, seasonal fluctuations in our revenues as a result of consumer spending patterns. Revenues during the first quarter of the calendar year tend to increase in comparison to the remaining three quarters of the calendar year on a same store basis.
Our incident response team tests these systems each quarter to assess the effectiveness of our disaster recovery plan, including staff readiness and operational capability. 8 Third Party Processors and Sponsor Banks We partner with institutions in the payment chain to provide authorization, settlement and funding services in connection with our clients’ transactions.
Third Party Processors and Sponsor Banks We partner with institutions in the payment chain to provide authorization, settlement and funding services in connection with our clients’ transactions. These institutions include third party processors and sponsor banks, who sit between us, acting as the merchant acquirer or payment processor, and the payment networks, such as Visa and MasterCard.
When we facilitate a transaction as a merchant acquirer, we utilize third party processors primarily for authorization such as Global Payments, Inc. Under such processing arrangements, the third-party processors and vendors receive processing fees, which are typically based on the number of transactions processed.
Under such processing arrangements, the third-party processors and vendors receive processing fees, which are typically based on the number of transactions processed. In order for us to process and settle transactions for our clients, we have entered into sponsorship agreements with banks that are members of the payment networks.
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Our legacy business was founded as M & A Ventures, LLC, a Georgia limited liability company doing business as REPAY: Realtime Electronic Payments (“REPAY LLC”), in 2006 by current executives John Morris and Shaler Alias.
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Though we offer highly customized payment solutions to our clients, our core technology platform is comprehensive and can be utilized to penetrate other strategic vertical markets.
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Security, Disaster Recovery, and Back-up Systems We adhere to industry security standards to protect the payment information that we process. We regularly scan and update our network, systems and application code and malware defenses. We use a third party vendor solution for security education materials. Every employee and contractor is required to successfully complete annual security awareness training.
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Security, Disaster Recovery, and Back-up Systems We maintain a comprehensive information security program designed to protect the confidentiality, integrity, and availability of the payment information and other sensitive data that we process. Our security controls are aligned with recognized industry standards and include administrative, technical and physical safeguards.
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We utilize third party vendors for internal and external penetration testing. Further, we use one of the most advanced commercially available technologies to encrypt the cardholder numbers and client data that we store in our databases. Additionally, we have a dedicated team responsible for continuous monitoring and security incident response.
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We regularly scan, patch, update and monitor our networks, systems, applications, and malware defenses to address evolving security threats. All employees and contractors are required to complete security awareness training at the time of hire and at least annually thereafter.
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This team also develops, maintains, tests and verifies our incident response plan. Disaster recovery is built into our primary payment gateway through redundant hardware and software applications hosted in two distinct cloud regions.
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In addition, we engage independent third-party firms to conduct internal and external penetration testing to identify security vulnerabilities and assess risks of unauthorized access. Identified findings are evaluated and remediated based on risk severity and business impact.
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Our primary cloud region for the payment gateway infrastructure is set up to be replicated, substantially on a real time basis, by our secondary cloud region such that if our primary cloud region becomes impaired or unavailable, operations are redirected to the secondary cloud region.
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Sensitive cardholder and client data stored in our databases is protected using industry-standard encryption technologies, and access to such data is restricted based on job responsibilities and the principle of least privilege. We employ centralized logging, monitoring and alerting mechanisms to detect and respond to anomalous or unauthorized activity.
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We expect to benefit from this trend as our clients increasingly opt to process payments via the electronic forms of payment in which we specialize. We have experienced in the past, and may continue to experience, seasonal fluctuations in our revenues as a result of consumer spending patterns.
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Our third-party risk management practices include risk-based assessments of vendors that may access, process or store sensitive data on our behalf. 8 We maintain a dedicated security team responsible for continuous security monitoring and incident response.
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For example, the CFPB announced in June 2024 that the “Small Dollar Lending Rule” will become effective on March 30, 2025, though current uncertainty about the CFPB’s funding and activity may impact its implementation.
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This team develops, maintains, tests and validates our incident response plan, which is designed to support timely detection, containment, investigation, remediation and recovery from security incidents, including coordination with internal stakeholders and external parties, as appropriate.
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This rule generally prohibits certain lenders from attempting to withdraw 11 money from a borrower’s account after two consecutive failed attempts and requires certain lenders to provide specific written notice to consumers before making certain payment attempts.
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Disaster recovery and business continuity capabilities are built into our primary payment gateway through redundant hardware, software and data storage hosted across two geographically distinct cloud regions. Our primary cloud region is configured for near-real-time replication to a secondary region, enabling operations to be redirected in the event of a system failure, outage or degradation.
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Disaster recovery procedures are tested at least annually to assess system effectiveness, staff readiness and operational resilience. We perform regular backups of critical systems and data and maintain documented restoration procedures. Backup restoration testing is performed quarterly to validate data integrity, recovery processes and system availability.
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While we believe our security, disaster recovery and backup systems are designed to reduce the risk of security incidents, service disruptions and data loss, no system can provide absolute assurance. We continue to evaluate and enhance our controls in response to changes in technology, the threat landscape, regulatory requirements and business operations.
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The acquisition of APS meaningfully expanded our addressable market by enabling us to access the business-to-business vertical. Ventanex Acquisition On February 10, 2020, we acquired all of the equity interests of CDT Technologies, LTD. d/b/a Ventanex (“Ventanex”).
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The scope, priorities and level of activity of the CFPB may vary over time due to legal, funding, policy and administrative factors. In addition, state attorneys general may have authority to enforce certain consumer protection provisions, including those under the Dodd-Frank Act, independent of federal regulatory activity.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeTo the extent that we do not distribute such excess cash as dividends on Class A common stock or otherwise undertake ameliorative actions between Post-Merger Repay Units and shares of Class A common stock and instead, for example, hold such cash balances, Repay Unitholders that hold interests in Hawk Parent pre-Business Combination may benefit from any value attributable to such cash balances as a result of their ownership of Class A common stock following an exchange of their Post-Merger Repay Units, notwithstanding that such holders may previously have participated as holders of Post-Merger Repay Units in distributions by Hawk Parent that resulted in such excess cash balances being held by us. 31 Dividends on our common stock, if any, will be paid at the discretion of our board of directors, which will consider, among other things, our business, operating results, financial condition, current and expected cash needs, plans for expansion and any legal or contractual limitations on our ability to pay such dividends.
Biggest changeTo the extent that we do not distribute such excess cash as dividends on Class A common stock or otherwise undertake ameliorative actions between Post-Merger Repay Units and shares of Class A common stock and instead, for example, hold such cash balances, Repay Unitholders that hold interests in Hawk Parent pre-Business Combination may benefit 31 from any value attributable to such cash balances as a result of their ownership of Class A common stock following an exchange of their Post-Merger Repay Units, notwithstanding that such holders may previously have participated as holders of Post-Merger Repay Units in distributions by Hawk Parent that resulted in such excess cash balances being held by us.
Among other things, our certificate of incorporation and bylaws include provisions regarding: • the ability of our board of directors to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • the right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors; • a prohibition on stockholder action by written consent (except in limited circumstances), which forces stockholder action to be taken at an annual or special meeting of stockholders and could delay the ability of stockholders to force consideration of a stockholder proposal or to take action, including the removal of directors; • the requirement that a special meeting of stockholders may be called only by our board of directors, the chairman of our board of directors or our chief executive officer, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors; • controlling the procedures for the conduct and scheduling of our board of directors and stockholder meetings; • the ability of our board of directors to amend our bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend our bylaws to facilitate an unsolicited takeover attempt; and • advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our board of directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
Among other things, our certificate of incorporation and bylaws include provisions regarding: • the ability of our board of directors to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • the right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors; • a prohibition on stockholder action by written consent (except in limited circumstances), which forces stockholder action to be taken at an annual or special meeting of stockholders and could delay the ability of stockholders to force consideration of a stockholder proposal or to take action, including the removal of directors; • the requirement that a special meeting of stockholders may be called only by our board of directors, the chairman of our board of directors or our chief executive officer, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors; • controlling the procedures for the conduct and scheduling of our board of directors and stockholder meetings; • the ability of our board of directors to amend our bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend our bylaws to facilitate an unsolicited takeover attempt; and • advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our board of directors 34 and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
Moreover, the Tax Receivable Agreement provides that, in the event that (i) we exercise our early termination rights under the Tax Receivable Agreement, (ii) we become bankrupt or undergo a similar insolvency event, (iii) certain changes of 32 control of us occur (as described in the Tax Receivable Agreement) or (iv) we are more than three months late in making of a payment due under the Tax Receivable Agreement (unless we in good faith determine that we have insufficient funds to make such payment), our obligations under the Tax Receivable Agreement will accelerate and we will be required to make an immediate lump-sum cash payment to the Repay Unitholders equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement, which lump-sum payment would be based on certain assumptions, including those relating to our future taxable income.
Moreover, the Tax Receivable Agreement provides that, in the event that (i) we exercise our early termination rights under the Tax Receivable Agreement, (ii) we become bankrupt or undergo a similar insolvency event, (iii) certain changes of control of us occur (as described in the Tax Receivable Agreement) or (iv) we are more than three months late in making of a payment due under the Tax Receivable Agreement (unless we in good faith determine that we have insufficient funds to make such payment), our obligations under the Tax Receivable Agreement will accelerate and we will be required to make an immediate lump-sum cash payment to the Repay Unitholders equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement, which lump-sum payment would be based on certain assumptions, including those relating to our future taxable income.
Although we expect to continue to execute our acquisition strategy: 24 • we may not be able to identify suitable acquisition candidates or acquire additional assets on favorable terms; • we may compete with others to acquire assets, which competition may increase, and any level of competition could result in decreased availability or increased prices for acquisition candidates; • competing bidders for such acquisitions may be larger, better-funded organizations with more resources and easier access to capital; • we may experience difficulty in anticipating the timing and availability of acquisition candidates; • we may not be able to obtain the necessary financing, on favorable terms or at all, to finance any of our potential acquisitions; • potential acquisitions may be subject to regulatory approvals, which may cause delays and uncertainties; and • we may not be able to generate cash necessary to execute our acquisition strategy.
Although we expect to continue to execute our acquisition strategy: • we may not be able to identify suitable acquisition candidates or acquire additional assets on favorable terms; • we may compete with others to acquire assets, which competition may increase, and any level of competition could result in decreased availability or increased prices for acquisition candidates; • competing bidders for such acquisitions may be larger, better-funded organizations with more resources and easier access to capital; • we may experience difficulty in anticipating the timing and availability of acquisition candidates; • we may not be able to obtain the necessary financing, on favorable terms or at all, to finance any of our potential acquisitions; • potential acquisitions may be subject to regulatory approvals, which may cause delays and uncertainties; and • we may not be able to generate cash necessary to execute our acquisition strategy.
In addition, provisions of the Dodd-Frank Act that prohibit unfair, deceptive or abusive acts or practices, the Telemarketing Sales Act and other laws, rules and/or regulations, may directly impact the activities of certain of our clients, and in some cases may subject us, as the electronic 27 payment processor or provider of payment settlement services, to investigations, fees, fines and disgorgement of funds if we are found to have improperly aided and abetted or otherwise provided the means and instrumentalities to facilitate the illegal or improper activities of a client through our services.
In addition, provisions of the Dodd-Frank Act that prohibit unfair, deceptive or abusive acts or practices, the Telemarketing Sales Act and other laws, rules and/or regulations, may directly impact the activities of certain of our clients, and in some cases may subject us, as the electronic payment processor or provider of payment settlement services, to investigations, fees, fines and disgorgement of funds if we are found to have improperly aided and abetted or otherwise provided the means and instrumentalities to facilitate the illegal or improper activities of a client through our services.
Any failure to timely integrate emerging payment methods into our software, to anticipate consumer or business behavior changes or to contract with processing partners that support such emerging payment technologies could cause us to lose traction among our clients or referral sources, including industry associations, resulting in a corresponding loss of revenue, if those methods become popular among end-users of their services.
Any failure 17 to timely integrate emerging payment methods into our software, to anticipate consumer or business behavior changes or to contract with processing partners that support such emerging payment technologies could cause us to lose traction among our clients or referral sources, including industry associations, resulting in a corresponding loss of revenue, if those methods become popular among end-users of their services.
As a result, our sales efforts to large enterprises span over considerable time and require greater expense with long and unpredictable sales cycles, which may cause our results of operations to fluctuate. Our revenue is sensitive to shifts in payment mix. Most of our revenues are derived from volume-based payment processing fees and other related fixed per transaction fees.
As a result, our sales efforts to large enterprises span over considerable time and require greater expense with long and unpredictable sales cycles, which may cause our results of operations to fluctuate. 18 Our revenue is sensitive to shifts in payment mix. Most of our revenues are derived from volume-based payment processing fees and other related fixed per transaction fees.
Any claim from third parties may result in a limitation on our ability to use the intellectual property subject to these claims. Additionally, in recent years, individuals and groups have been purchasing intellectual property assets for the sole purpose of making claims of infringement or other violations and attempting to extract settlements 23 from companies like us.
Any claim from third parties may result in a limitation on our ability to use the intellectual property subject to these claims. Additionally, in recent years, individuals and groups have been purchasing intellectual property assets for the sole purpose of making claims of infringement or other violations and attempting to extract settlements from companies like us.
Depending on how our products and services evolve, we may be subject to a variety of additional laws and regulations, including those governing money transmission, gift cards and other prepaid access instruments, electronic funds transfers, 26 anti-money laundering, counter-terrorist financing, restrictions on foreign assets, banking and lending, and import and export restrictions.
Depending on how our products and services evolve, we may be subject to a variety of additional laws and regulations, including those governing money transmission, gift cards and other prepaid access instruments, electronic funds transfers, anti-money laundering, counter-terrorist financing, restrictions on foreign assets, banking and lending, and import and export restrictions.
In addition, even if holders do not elect to convert their notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
In addition, even if holders do not elect to convert their 2029 Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2029 Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
Further, certain of our sponsor banks have experienced, and could in the future experience, cybersecurity incidents that could disrupt our operations, expose us to liability and protracted and costly litigation and damage our reputation. Security breaches may be subject to scrutiny from governmental agencies such as the CFPB, the FTC and the U.S.
Further, certain of our sponsor banks have experienced, and could in the future experience, cybersecurity incidents that could disrupt our operations, expose us to liability and protracted and costly litigation and damage our reputation. Security breaches may be subject to scrutiny from governmental agencies such as the FTC, the U.S.
Any increase in chargebacks not paid by our clients could have a material adverse effect on our business, financial condition and results of operations. Our processes to reduce fraud losses depend in part on our ability to restrict the deposit of processing funds while we investigate suspicious transactions.
Any increase in chargebacks not paid by our clients could have a material adverse effect on our business, financial condition and results of operations. 20 Our processes to reduce fraud losses depend in part on our ability to restrict the deposit of processing funds while we investigate suspicious transactions.
Changes in tax laws or their judicial or administrative interpretations could decrease the amount of revenues we receive, the value of any tax loss carryforwards and tax credits recorded on our balance sheet and the amount of our cash flow, and may have a material adverse impact on our business, financial condition and results of operations.
Changes in tax laws or their judicial or administrative interpretations could decrease the amount of revenues we receive, the value of any tax loss carryforwards and tax credits recorded on our balance sheet and the amount of our cash flow, and may have a material adverse impact on our business, 28 financial condition and results of operations.
Even if we are able to 20 defend a claim successfully, the litigation could damage our reputation, consume substantial amounts of our management’s time and attention, and require us to change our client service and operations in ways that could increase our costs and decrease the effectiveness of our anti-fraud program.
Even if we are able to defend a claim successfully, the litigation could damage our reputation, consume substantial amounts of our management’s time and attention, and require us to change our client service and operations in ways that could increase our costs and decrease the effectiveness of our anti-fraud program.
If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. As part of our ongoing monitoring of internal control, we have discovered 28 in the past and may discover in the future material weaknesses or significant deficiencies in internal control that require remediation.
If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. As part of our ongoing monitoring of internal control, we have discovered in the past and may discover in the future material weaknesses or significant deficiencies in internal control that require remediation.
In addition, upon conversion of the 2029 Notes, we will be required to make cash payments up to the aggregate principal amount of the 2029 Notes being converted and in respect of the remainder, if any, of our conversion obligation, we may elect to make cash payments or deliver shares of our Class A common stock, or a combination, to settle such conversion.
Upon conversion of the 2029 Notes, we will be required to make cash payments up to the aggregate principal amount of the 2029 Notes being converted and in respect of the remainder, if any, of our conversion obligation, we may elect to make cash payments or deliver shares of our Class A common stock, or a combination, to settle such conversion.
These types of actions and attacks and others could disrupt our delivery of services or make them unavailable. We and our contracted third parties could be subject to breaches of security by hackers. Our encryption of data and other protective measures may not prevent unauthorized access to or use of sensitive data.
These types of actions and attacks and others could disrupt our delivery of services or make them unavailable. 16 We and our contracted third parties could be subject to breaches of security by hackers. Our encryption of data and other protective measures may not prevent unauthorized access to or use of sensitive data.
Also, because of the rapid pace of technological change in our industry, aspects of our business and our services rely on technologies developed or licensed by third parties, and we may not be able to obtain or retain licenses and technologies from these third parties on reasonable terms or at all.
Also, because of the rapid pace of technological change in our industry, aspects of our business and our services rely on technologies developed or licensed by 23 third parties, and we may not be able to obtain or retain licenses and technologies from these third parties on reasonable terms or at all.
Frequent or persistent site interruptions could lead to regulatory scrutiny, significant fines and penalties and mandatory and costly changes to our business practices. In addition, we are continually improving and upgrading our information systems and technologies. Implementation of new systems and technologies is complex, expensive and time-consuming.
Frequent or persistent site interruptions could lead to regulatory scrutiny, significant fines and penalties and mandatory and costly changes to our business practices. 21 In addition, we are continually improving and upgrading our information systems and technologies. Implementation of new systems and technologies is complex, expensive and time-consuming.
These developments could negatively affect the willingness of some of our clients to accept credit or debit card or other electronic payment or result in less favorable terms to us in exchange for our clients to absorb those fees and costs, all of which would negatively affect our business.
These developments could negatively affect 26 the willingness of some of our clients to accept credit or debit card or other electronic payment or result in less favorable terms to us in exchange for our clients to absorb those fees and costs, all of which would negatively affect our business.
Generally, our agreements with software integration partners are not exclusive and these partners retain the right to refer potential clients to other payment processors. In addition, our agreements with 19 software integration partners do not generally prohibit these partners from providing payment processing solutions to clients (including by acquiring a competing payment processing business).
Generally, our agreements with software integration partners are not exclusive and these partners retain the right to refer potential clients to other payment processors. In addition, our agreements with software integration partners do not generally prohibit these partners from providing payment processing solutions to clients (including by acquiring a competing payment processing business).
We may also incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility. Future operating flexibility is limited by the restrictive covenants in the Amended Credit Agreement, and we may be unable to comply with all covenants in the future.
We may also incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility. 29 Future operating flexibility is limited by the restrictive covenants in the Amended Credit Agreement, and we may be unable to comply with all covenants in the future.
Any judgments or settlements in any pending or future claims, litigation or investigations could have a material adverse effect on our business, financial condition and results of operations. We may not be able to successfully execute our growth strategies.
Any judgments or settlements in any 24 pending or future claims, litigation or investigations could have a material adverse effect on our business, financial condition and results of operations. We may not be able to successfully execute our growth strategies.
The conditional conversion feature of the 2026 Notes and the 2029 Notes, if triggered, may adversely affect our financial condition and operating results. In the event the conditional conversion feature of the 2026 Notes is triggered, holders of the 2026 Notes will be entitled to convert their 2026 Notes at any time during specified periods at their option.
The conditional conversion feature of the 2029 Notes, if triggered, may adversely affect our financial condition and operating results. In the event the conditional conversion feature of the 2029 Notes is triggered, holders of the 2029 Notes will be entitled to convert their 2029 Notes at any time during specified periods at their option.
The termination by our service or technology providers of their arrangements with us or their failure to perform their services efficiently and 21 effectively may adversely affect our relationships with our clients and, if we cannot find alternate providers quickly, may cause those clients to terminate their relationships with us.
The termination by our service or technology providers of their arrangements with us or their failure to perform their services efficiently and effectively may adversely affect our relationships with our clients and, if we cannot find alternate providers quickly, may cause those clients to terminate their relationships with us.
This volatility could be the result of changes in our volumes, revenue, earnings and margins or general market and economic factors. If our future operating results or margins are below the expectations of stock market analysts or our investors, our stock price will likely decline.
This volatility could be the result of changes in our volumes, revenue, 33 earnings and margins or general market and economic factors. If our future operating results or margins are below the expectations of stock market analysts or our investors, our stock price will likely decline.
In the event of an acceleration of our indebtedness, we could be forced to apply all available cash 29 flows to repay such debt, which would reduce or eliminate distributions to us, which could also force us into bankruptcy or liquidation.
In the event of an acceleration of our indebtedness, we could be forced to apply all available cash flows to repay such debt, which would reduce or eliminate distributions to us, which could also force us into bankruptcy or liquidation.
If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness, repurchase, make interest payments on or make cash payments upon conversion of the Notes.
If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness, repurchase, make interest payments on or make cash payments upon conversion of the 2029 Notes.
To the extent the number of our sponsor banks decreases, we will become increasingly reliant on our remaining sponsor banks, which would materially adversely affect our business should our relationship with any of such remaining banks be terminated or otherwise disrupted.
To the extent the number of our sponsor banks decreases, we will become increasingly reliant on our remaining sponsor banks, which would materially adversely affect 19 our business should our relationship with any of such remaining banks be terminated or otherwise disrupted.
We may not have the ability to raise the funds necessary to settle conversions of the 2026 Notes or the 2029 Notes, or to repurchase the 2026 Notes or the 2029 Notes upon a fundamental change, and our future debt may contain, limitations on our ability to pay cash upon conversion or repurchase of the 2026 Notes and the 2029 Notes.
We may not have the ability to raise the funds necessary to settle conversions of the 2029 Notes, or to repurchase the 2029 Notes upon a fundamental change, and our future debt may contain, limitations on our ability to pay cash upon conversion or repurchase of the 2029 Notes.
If one or more holders elect to convert their notes, we would be required to settle any converted principal amount of such notes through the payment of cash, which could adversely affect our liquidity.
If one or more holders elect to convert their 2029 Notes, we would be required to settle any converted principal amount of such notes through the payment of cash, which could adversely affect our liquidity.
Our technology offerings must also integrate with a variety of network, hardware, mobile and software platforms and technologies, and we need to continuously modify and enhance our 17 products and services to adapt to changes and innovation in these technologies.
Our technology offerings must also integrate with a variety of network, hardware, mobile and software platforms and technologies, and we need to continuously modify and enhance our products and services to adapt to changes and innovation in these technologies.
However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of the Notes surrendered therefor or to pay cash with respect to the Notes being converted.
However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of the 2029 Notes surrendered therefor or to pay cash with respect to the 2029 Notes being converted.
A misuse of such data or a 16 cybersecurity breach (including a ransomware attack) could harm our reputation and deter clients from using electronic payments generally and our services specifically, thus reducing our revenue.
A misuse of such data or a cybersecurity breach (including a ransomware attack) could harm our reputation and deter clients from using electronic payments generally and our services specifically, thus reducing our revenue.
As a result, in certain circumstances, we could make payments under the Tax Receivable Agreement in excess of our actual income or franchise tax savings, which could materially impair our financial condition.
As a 32 result, in certain circumstances, we could make payments under the Tax Receivable Agreement in excess of our actual income or franchise tax savings, which could materially impair our financial condition.
In addition, our ability to repurchase the Notes or to pay cash upon conversion of the Notes may be limited by law, by regulatory authority or by agreements governing our future indebtedness.
In addition, our ability to repurchase the 2029 Notes or to pay cash upon conversion of the 2029 Notes may be limited by law, by regulatory authority or by agreements governing our future indebtedness.
We have established systems and procedures to detect and reduce the impact of business fraud, but these measures may not be effective, and incidents of fraud could increase in the future. During the year ended December 31, 2024, our chargeback rate was less than 1% of payment volume.
We have established systems and procedures to detect and reduce the impact of business fraud, but these measures may not be effective, and incidents of fraud could increase in the future. During the year ended December 31, 2025, our chargeback rate was less than 1% of payment volume.
For example, if a takeover constitutes a fundamental change, then we will be required to make an offer to the holders of the Notes to repurchase for cash all or part of their outstanding Notes. In addition, if a takeover constitutes a make-whole fundamental change, then we may be required to increase the conversion rate temporarily.
For example, if a takeover constitutes a fundamental change, then we will be required to make an offer to the 30 holders of the 2029 Notes to repurchase for cash all or part of their outstanding 2029 Notes. In addition, if a takeover constitutes a make-whole fundamental change, then we may be required to increase the conversion rate temporarily.
We may experience various challenges associated with our acquired businesses, such as: • we may need to allocate substantial operational, financial and management resources in integrating new businesses, technologies and products, and management may encounter difficulties in integrating the operations, personnel or systems of the acquired business; • the acquisition may have a material adverse effect on our business relationships with existing or future clients or software integration partners; • we may assume substantial actual or contingent liabilities, known and unknown; • the acquisition may not meet our expectations of future financial performance on our expected timeline or at all; • we may experience delays or reductions in realizing expected synergies or benefits; • we may incur substantial unanticipated costs or encounter other problems associated with the acquired business, including challenges associated with transfer of various data processing functions and connections to our systems and those of our third-party service providers; • we may be required to take write-downs or write-offs, restructuring and impairment or other charges; • we may be unable to achieve our intended objectives for the transaction; and • we may not be able to retain the key personnel, clients and suppliers of the acquired business.
We may experience various challenges associated with our acquired businesses, such as: • we may need to allocate substantial operational, financial and management resources in integrating new businesses, technologies and products, and management may encounter difficulties in integrating the operations, personnel or systems of the acquired business; • the acquisition may have a material adverse effect on our business relationships with existing or future clients or software integration partners; • we may assume substantial actual or contingent liabilities, known and unknown; • the acquisition may not meet our expectations of future financial performance on our expected timeline or at all; • we may experience delays or reductions in realizing expected synergies or benefits; • we may incur substantial unanticipated costs or encounter other problems associated with the acquired business, including challenges associated with transfer of various data processing functions and connections to our systems and those of our third-party service providers; • we may be required to take write-downs or write-offs, restructuring and impairment or other charges; • we may be unable to achieve our intended objectives for the transaction; and • we may not be able to retain the key personnel, clients and suppliers of the acquired business. 25 These challenges and costs and expenses may adversely affect our business, financial condition and results of operations.
We are exposed to general economic conditions that affect consumer confidence, consumer spending, consumer discretionary income and changes in consumer purchasing habits, including natural disasters and health emergencies, including earthquakes, fires, power outages, typhoons, floods, pandemics or epidemics (such as the COVID-19 pandemic) and manmade events such as civil unrest, labor disruption, international trade disputes, international conflicts, terrorism, wars and critical infrastructure attacks.
We are exposed to general economic conditions that affect consumer confidence, consumer spending, consumer discretionary income and changes in consumer purchasing habits, including natural disasters and health emergencies, including earthquakes, fires, power outages, typhoons, floods, pandemics or epidemics and manmade events such as civil unrest, labor disruption, international trade disputes, international conflicts, terrorism, wars and critical infrastructure attacks.
A default under the indentures, or the fundamental change itself, could also lead to a default under our Second Amended Credit Agreement and other agreements governing our existing or future indebtedness.
A default under the indenture, or the fundamental change itself, could also lead to a default under our Second Amended Credit Agreement and other agreements governing our existing or future indebtedness.
These projects carry risks, such as difficulty in determining market demand and timing for delivery, cost overruns, delays in delivery, performance problems and lack of client acceptance, and some projects may require investment in non-revenue generating products or services that our software integration partners and clients expect to be included in our offerings.
These projects carry risks, such as difficulty in determining market demand and timing for delivery, cost overruns, delays in delivery, data quality challenges and integration complexity, performance problems and lack of client acceptance, and some projects may require investment in non-revenue generating products or services that our software integration partners and clients expect to be included in our offerings.
Holders of the 2026 Notes and the 2029 Notes (together “Notes”) have the right to require us to repurchase their Notes upon the occurrence of a fundamental change at a repurchase price equal to 100% of their principal amount, plus accrued and unpaid interest, if any.
Holders of the 2029 Notes have the right to require us to repurchase their 2029 Notes upon the occurrence of a fundamental change at a repurchase price equal to 100% of their principal amount, plus accrued and unpaid interest, if any.
In addition, new products and offerings may not perform as intended or generate the business or revenue growth expected. The continued growth and development of our payment processing services and solutions will depend on our ability to anticipate and adapt to changes in consumer and business behavior.
In addition, new products and offerings may not perform as intended or generate the business or revenue growth expected. The continued growth and development of our payment processing services and solutions will depend on our ability to anticipate and adapt to changes in consumer and business behavior, client expectations and technology adoption.
Provisions in the indentures could delay or prevent an otherwise beneficial takeover of the Company Certain provisions of the Notes and the indentures could make a third party attempt to acquire us more difficult or expensive.
Provisions in the indenture could delay or prevent an otherwise beneficial takeover of the Company Certain provisions of the 2029 Notes and the indenture could make a third party attempt to acquire us more difficult or expensive.
This market is characterized by rapid technological evolution, new product and service introductions, evolving industry standards, changing client needs and the entrance of new competitors, including products and services that enable card networks and banks to transact with consumers directly. For example, in July 2023, the U.S.
The electronic payments market is subject to constant and significant changes. This market is characterized by rapid technological evolution, new product and service introductions, evolving industry standards, changing client needs and the entrance of new competitors, including products and services that enable card networks and banks to transact with consumers directly. For example, in July 2023, the U.S.
Our ability to service our obligations under our indebtedness, including the 2026 Notes, the 2029 Notes and any indebtedness we may incur under the Second Amended Credit Agreement, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control.
Our ability to service our obligations under our indebtedness, including the 2029 Notes and any indebtedness we have incurred or may further incur under the Second Amended Credit Agreement, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control.
Accordingly, our risk management policies and procedures may not be fully effective to identify, monitor, manage and remediate our risks associated with providing payment processing solutions. Some of our risk evaluation methods depend upon information provided by others and public information regarding markets, clients or other matters that are otherwise inaccessible by us.
We operate in a rapidly changing industry. Accordingly, our risk management policies and procedures may not be fully effective to identify, monitor, manage and remediate our risks associated with providing payment processing solutions. Some of our risk evaluation methods depend upon information provided by others and public information regarding markets, clients or other matters that are otherwise inaccessible by us.
Our failure to repurchase the Notes at a time when the repurchase is required by the indenture governing the 2026 Notes and the indenture governing the 2029 Notes (together the “indentures”) or to pay any cash payable on future conversions of the Notes as required by the indentures, would constitute a default under the indentures.
Our failure to repurchase the 2029 Notes at a time when the repurchase is required by the indenture governing the 2029 Notes (the “indenture”) or to pay any cash payable on future conversions of the 2029 Notes as required by the indenture, would constitute a default under the indenture.
Our future success will depend in part on our ability to develop or adapt to technological changes and evolving industry standards. If we are unable to develop, adapt to or access technological changes or evolving industry standards on a timely and cost-effective basis, our business, financial condition and results of operations could be materially adversely affected.
If we are unable to develop, adapt to or access technological changes or evolving industry standards on a timely and cost-effective basis, our business, financial condition and results of operations could be materially adversely affected.
These challenges and costs and expenses may adversely affect our business, financial condition and results of operations. Actual or perceived adverse developments affecting financial institutions could have a material and adverse impact on our business, financial condition or results of operations. In our business, we maintain relationships with financial institutions in various capacities.
Actual or perceived adverse developments affecting financial institutions could have a material and adverse impact on our business, financial condition or results of operations. In our business, we maintain relationships with financial institutions in various capacities.
If our policies and procedures are not fully effective or we are not always successful in capturing all risks to which we are or may be exposed, we may suffer harm to our reputation or be subject to litigation or regulatory actions that materially increase our costs and limit our ability to grow and may cause us to lose existing clients. 22 Certain payment funding methods expose us to the credit and/or operating risk of our clients.
If our policies and procedures are not fully effective or we are not always successful in capturing all risks to which we are or may be exposed, we may suffer harm to our reputation or be subject to litigation or regulatory actions that materially increase our costs and limit our ability to grow and may cause us to lose existing clients.
For example, the closing price per share of our Class A common stock on The Nasdaq Capital Market ranged from a low of $7.13 to a high of $11.05 during the period from January 2, 2024 to December 31, 2024.
For example, the closing price per share of our Class A common stock on The Nasdaq Capital Market ranged from a low of $3.00 to a high of $7.70 during the period from January 2, 2025 to December 31, 2025.
Hawk Parent has outstanding an aggregate of 5,379,543 Post-Merger Repay Units as of February 25, 2024. Pursuant to the Exchange Agreement, Repay Unitholders have the right to elect to exchange such Post-Merger Repay Units into shares of our Class A common stock on a one-for-one basis, subject to the terms of the Exchange Agreement.
Hawk Parent has outstanding an aggregate of 5,285,883 Post-Merger Repay Units as of March 4, 2026. Pursuant to the Exchange Agreement, Repay Unitholders have the right to elect to exchange such Post-Merger Repay Units into shares of our Class A common stock on a one-for-one basis, subject to the terms of the Exchange Agreement.
Department of Health and Human Services Office for Civil Rights. See “Risks Related to Regulation” below. If we cannot keep pace with rapid developments and changes in our industry, the use of our products and services could decline, causing a reduction in our revenues. The electronic payments market is subject to constant and significant changes.
Department of Health and Human Services Office for Civil Rights, state attorneys general and the CFPB. See “Risks Related to Regulation” below. If we cannot keep pace with rapid developments and changes in our industry, the use of our products and services could decline, causing a reduction in our revenues.
However, if they are not resolved and we are then unable to reverse the transaction that sent funds to the intended destination, a shortfall in our settlement account will be created.
The vast majority of these occurrences are resolved quickly through normal processes. However, if they are not resolved and we are then unable to reverse the transaction that sent funds to the intended destination, a shortfall in our settlement account will be created.
Although we generally require that our agreements with our software integration partners or service providers include confidentiality obligations that restrict these parties from using or disclosing any client or consumer data except as necessary to perform their services under the applicable agreements, we cannot guarantee that these contractual measures will prevent the unauthorized use, modification, destruction or disclosure of data or allow us to seek reimbursement from the contracted party.
Although we generally require that our agreements with our software integration partners or service providers include confidentiality obligations, we cannot guarantee that these contractual measures will prevent the unauthorized use, modification, destruction or disclosure of data or allow us to seek reimbursement from the contracted party.
Although we have elected not to be governed by Section 203 of the DGCL, certain provisions of our certificate of incorporation, in a manner substantially similar to Section 203 of the DGCL, prohibit certain of our stockholders (other than those stockholders who are party to a stockholders’ agreement with us) who hold 15% or more of our outstanding capital stock from engaging in certain business combination transactions with us for a specified period of time unless certain conditions are met. 34 Our certificate of incorporation designates a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.
Although we have elected not to be governed by Section 203 of the DGCL, certain provisions of our certificate of incorporation, in a manner substantially similar to Section 203 of the DGCL, prohibit certain of our stockholders (other than those stockholders who are party to a stockholders’ agreement with us) who hold 15% or more of our outstanding capital stock from engaging in certain business combination transactions with us for a specified period of time unless certain conditions are met.
In particular, speculation on our go-forward strategy, competition in some of the markets we address and the effect of general economic and political conditions (such as recession concerns, interest rate changes and inflation) on our business, may have a dramatic effect on our stock price. 33 Volatility in the stock price of our common stock or other reasons may in the future cause us to become the target of securities litigation or shareholder activism.
In particular, speculation on our go-forward strategy, competition in some of the markets we address and the effect of general economic and political conditions (such as recession concerns, interest rate changes and inflation) on our business, may have a dramatic effect on our stock price.
There can be no assurance that these structural arrangements will remain effective as money transmitter laws continue to evolve or that the applicable regulatory bodies, particularly state agencies, will view our payment processing activities as compliant.
We, along with our third party service providers, use structural arrangements designed to remove our activities from the scope of money transmitter regulation. 27 There can be no assurance that these structural arrangements will remain effective as money transmitter laws continue to evolve or that the applicable regulatory bodies, particularly state agencies, will view our payment processing activities as compliant.
If we fail to comply with the applicable requirements of payment networks and industry self-regulatory organizations, those payment networks or organizations could seek to fine us, suspend us or terminate our registrations through our sponsor banks. 18 We rely on sponsor banks and, in certain cases, third-party processors to access the payment card networks, such as Visa and MasterCard, that enable our ability to offer to our clients the acceptance of credit cards and debit cards, and we must pay fees for such services.
We rely on sponsor banks and, in certain cases, third-party processors to access the payment card networks, such as Visa and MasterCard, that enable our ability to offer to our clients the acceptance of credit cards and debit cards, and we must pay fees for such services.
When we process certain types of transactions (including ACH payments and our Instant Funding solutions) for certain clients, we occasionally transfer funds from our settlement account to the intended destination account before we receive funds from a client’s source account. The vast majority of these occurrences are resolved quickly through normal processes.
Certain payment funding methods expose us to the credit and/or operating risk of our clients. When we process certain types of transactions (including ACH payments and our Instant Funding solutions) for certain clients, we occasionally transfer funds from our settlement account to the intended destination account before we receive funds from a client’s source account.
Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s and board of directors’ attention and resources from our business.
Volatility in the stock price of our common stock or other reasons may in the future cause us to become the target of securities litigation or shareholder activism. Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s and board of directors’ attention and resources from our business.
Investors will incur further dilution upon the conversion of any of our convertible senior notes if we elect to deliver shares of Class A common stock upon such conversion.
We also have outstanding $287.5 million aggregate principal amount of our 2029 Notes which are convertible into shares of our Class A common stock in certain circumstances. Investors will incur further dilution upon the conversion of any of our convertible senior notes if we elect to deliver shares of Class A common stock upon such conversion.
These conditions make it extremely difficult for us to accurately forecast and plan future business activities. Together, these circumstances create an environment in which it is challenging for us to predict future operating results. If these uncertain business, macroeconomic or political conditions continue or further decline, our business, financial condition and results of operations could be materially adversely affected.
These conditions make it extremely difficult for us to accurately forecast and plan future business activities. Together, these circumstances create an environment in which it is challenging for us to predict future operating results.
In either case, and in other cases, our obligations under the Notes could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that you may view as favorable. 30 Risks Related to Our Ownership Structure We are a holding company and our only material asset is our interest in Hawk Parent, and we are accordingly dependent upon distributions made by our subsidiaries to pay taxes, make payments under the Tax Receivable Agreement, meet our financial obligations under the 2026 Notes or the 2029 Notes and pay dividends.
Risks Related to Our Ownership Structure We are a holding company and our only material asset is our interest in Hawk Parent, and we are accordingly dependent upon distributions made by our subsidiaries to pay taxes, make payments under the Tax Receivable Agreement, meet our financial obligations under the Second Amended Credit Agreement or the 2029 Notes and pay dividends.
We may be required to become licensed under state money transmission statutes. We provide payment processing services through our various operating subsidiaries. We, along with our third party service providers, use structural arrangements designed to remove our activities from the scope of money transmitter regulation.
We may be required to become licensed under state money transmission statutes. We provide payment processing services through our various operating subsidiaries.
Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risks associated with providing payment processing solutions. We operate in a rapidly changing industry.
If these uncertain business, macroeconomic or political conditions continue or further decline, our business, financial condition and results of operations could be materially adversely affected. 22 Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risks associated with providing payment processing solutions.
The failure of or any other adverse development impacting one or more of our financial institution relationships (or rumors or concerns about such events) could adversely affect our liquidity, our ability to process transactions for our clients or our client relationships.
Any failure of, or material adverse development affecting, one or more of our sponsor banks or other financial institution counterparties, or market concerns regarding their financial condition, could impair our liquidity, disrupt our ability to process transactions for clients, or negatively affect our relationships with clients and partner.
In addition, our clients include credit unions, banks and non-bank lenders who utilize our payment technology solutions in exchange for processing fees. 25 We do not believe we have been materially and adversely impacted by the financial institution failures that began with the closure of Silicon Valley Bank in March 2023.
In addition, our clients include credit unions, banks and non-bank lenders who utilize our payment technology solutions in exchange for processing fees.
Continued regulatory scrutiny by the CFPB and the FTC over debt collection practices may result in additional investigations and enforcement actions against our clients in the receivables management industry. The FDCPA also provides for private rights of action against debt collectors, and permits debtors to recover actual damages, statutory damages and attorneys’ fees and costs for violations of its terms.
Increased scrutiny of debt collection practices—whether through rulemaking, guidance, supervisory activity or enforcement actions—could result in investigations, penalties or required changes to our clients’ business practices. In addition, the FDCPA and comparable state laws provide for private rights of action against debt collectors, including the potential for actual damages, statutory damages and attorneys’ fees and costs.
We and the clients we serve are subject to numerous federal and state regulations that affect the electronic payments industry. Regulation of our industry has increased significantly in recent years and is constantly evolving.
We and the clients we serve are subject to numerous federal and state regulations that affect the electronic payments industry. The regulatory environment applicable to our business and our clients’ businesses is complex, fragmented and subject to change, and regulatory priorities, interpretations and enforcement approaches may vary over time due to legal, policy, funding and administrative factors.
Our success depends in part upon the reputation and influence within the industry of our senior managers who have, over the years, developed long standing and favorable relationships with our software integration partners, vendors, card associations, sponsor banks and other payment processing and service providers.
Our senior leaders and other key employees have developed important relationships with the card networks and our sponsor banks, key clients, software integration partners and other payment processing and service providers, and the loss of one or more of these individuals could disrupt our operations, strategic initiatives or client relationships.
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Federal Reserve launched its FedNow Service that enables individuals and businesses to send instant payments through their depositary institution accounts. To remain competitive, we continually pursue initiatives to develop new products and services to compete with these new market entrants.
Added
In addition, certain clients, particularly larger enterprises, may seek to develop or bring in-house certain payment processing capabilities or otherwise reduce their reliance on third-party payment service providers. If such efforts are successful, we could experience reduced transaction volumes, pricing pressure or the loss of client relationships.
Removed
Many of our key personnel have worked for us for a significant amount of time or were recruited by us specifically due to their experience.
Added
Federal Reserve launched its FedNow Service that enables individuals and businesses to send instant payments through their depositary institution accounts. In addition, advances in automation, data analytics and artificial intelligence are increasingly being incorporated into payment processing, risk management, compliance and customer support workflows across the industry.
Removed
It is possible that the loss of the services of senior executives or key managers could have a material adverse effect on our business, financial condition and results of operations.
Added
To remain competitive, we continually pursue initiatives to develop new products and services and to enhance existing solutions.
Removed
In addition, contractual obligations related to confidentiality assignment of intellectual property rights, non-solicitation and non-competition may be ineffective or unenforceable, and departing employees may share our proprietary information with competitors or seek to solicit our software integration partners or clients or recruit our key personnel to competing businesses in ways that could adversely impact us.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur systems include third party logging, intrusion detection and penetration systems to monitor our information systems for anomalous and suspicious activity in support of our security objectives and incident management plans.
Biggest changeWe utilize a variety of physical security controls to protect our offices and assets from unauthorized access, tampering and environmental hazards. Our systems include third party logging, intrusion detection and prevention systems to monitor our information systems for anomalous and suspicious activity in support of our security objectives and incident management plans.
Management’s Role We have established a Security and Privacy Steering Committee to provide governance, oversight and leadership in matters relating to information security and privacy within our business. The Security and Privacy Steering Committee’s responsibilities include policy development, risk management, compliance with relevant laws and regulations, incident response, ongoing monitoring and improvement of information security and privacy practices.
Management’s Role We have established a Security and Privacy Steering Committee to provide governance, oversight and leadership in matters relating to information security and privacy within our business. The Security and Privacy Steering Committee’s responsibilities include oversight of policy development, risk management, compliance with relevant laws and regulations, incident response, ongoing monitoring and improvement of information security and privacy practices.
Relevant policies are developed with the assistance of appropriate subject matter experts and are reviewed at least annually. As part of these policies and procedures, we maintain a Security Incident Response Plan (the “SIRP”) that is intended to establish a structured and coordinated approach to handling cybersecurity incidents in our business.
Relevant policies are developed with the assistance of appropriate subject matter experts and are reviewed at least annually. As part of these policies and procedures, we maintain a Security Incident Response Plan (the “SIRP”) that is intended to establish a structured and coordinated approach to handling cybersecurity incidents in our 35 business.
The membership of the Security and Privacy Steering Committee is comprised of individuals from cross-functional teams with expertise and responsibilities in information security and privacy, including representatives from our legal department, our finance department and various units within our technology department. Our CTO also currently serves as a member of the Security and Privacy Steering Committee.
The membership of the Security and Privacy Steering Committee is comprised of individuals from cross-functional teams with expertise and responsibilities in information security and privacy, including representatives from our legal 36 department, our finance department and various units within our technology department. Our CTO also currently serves as a member of the Security and Privacy Steering Committee.
Our CISO holds an undergraduate degree in electronics and communications engineering, and he has attained a professional certification in leadership from a leading graduate school. He also maintains a Certificate Information Systems 36 Security Professional (CISSP) certification from the International Information System Security Certification Consortium (ISC2).
Our CISO holds an undergraduate degree in electronics and communications engineering, and he has attained a professional certification in leadership from a leading graduate school. He also maintains an Information Systems Security Professional (CISSP) certification from the International Information System Security Certification Consortium (ISC2).
All of our employees and contractors are required to complete security awareness training (which covers the policies and other information regarding our cybersecurity programs) both at the time of hire or engagement and then on annual basis.
All of our employees and contractors are required to complete security awareness training (which covers the policies and other information regarding our cybersecurity programs) both at the time of hire or engagement and then on annual basis. We also routinely disseminate cybersecurity and physical security educational materials to all employees and contractors.
Removed
We also routinely disseminate cybersecurity and physical security educational materials to all employees and contractors. 35 We utilize a variety of physical security controls to protect our offices and assets from unauthorized access, tampering and environmental hazards.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PRO PERTIES. The following table sets forth selected information concerning our principal facilities, as of December 31, 2024. Location Owned/Leased Approximate Square Footage Corporate Headquarters: Atlanta, Georgia Leased 20,300 Additional Facilities: Bettendorf, IA Leased 12,900 East Moline, Illinois Leased 800 Ft. Worth, Texas Leased 7,900 Tempe, Arizona Leased 7,500 Sandy, Utah Leased 5,200
Biggest changeITEM 2. PRO PERTIES. The following table sets forth selected information concerning our principal facilities, as of December 31, 2025. Location Owned/Leased Approximate Square Footage Corporate Headquarters: Atlanta, Georgia Leased 20,300 Additional Facilities: Bettendorf, IA Leased 12,900 East Moline, Illinois Leased 800 Ft. Worth, Texas Leased 7,900 Sandy, Utah Leased 5,200

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeMarket price information regarding our Class V common stock and Post-Merger Repay Units is not provided because there is no public market for our Class V common stock or our Post-Merger Repay Units.
Biggest changeMarket price information regarding our Class V common stock and Post-Merger Repay Units is not provided because there is no public market for our Class V common stock or our Post-Merger Repay Units. 37 Holders As of March 4, 2026, there were 14 holders of record of our Class A common stock, 14 holders of record of our Class V common stock and 14 holders of record of Post-Merger Repay Units (not including the Company).
The stock performance graph and table 37 assume an initial investment of $100 on December 31, 2019 and that all dividends of the S&P 500 Index and S&P Information Technology Index, were reinvested. The performance graph and table are not intended to be indicative of future performance.
The stock performance graph and table assume an initial investment of $100 on December 31, 2020 and that all dividends of the S&P 500 Index and S&P Information Technology Index, were reinvested. The performance graph and table are not intended to be indicative of future performance.
Performance The following graph compares the total shareholder return from December 31, 2019 through December 31, 2024 of (i) our Class A common stock, (ii) the Standard and Poor’s 500 Stock Index (“S&P 500 Index”) and (iii) the Standard and Poor’s 500 Information Technology Index (“S&P Information Technology Index”).
Performance The following graph compares the total shareholder return from December 31, 2020 through December 31, 2025 of (i) our Class A common stock, (ii) the Standard and Poor’s 500 Stock Index (“S&P 500 Index”) and (iii) the Standard and Poor’s 500 Information Technology Index (“S&P Information Technology Index”).
Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table summarizes purchases of Class A common stock made by the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) of the Exchange Agent) in connection with tax withholdings, under the ESPP and pursuant to our share repurchase program for the three months ended December 31, 2024: Total Number of Shares Purchased (1) Average Price Paid per Share 'Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Shares that May yet be Purchased Under the Plans or Programs October 1-31, 2024 8,228 $ 7.84 — $ 36,217,871 November 1-30, 2024 15,320 8.03 — — December 1-31, 2024 19,477 7.64 — — Total 43,025 $ 7.82 — $ 36,217,871 38 (1) Includes 43,025 shares that we withheld pursuant to the Incentive Plan and the ESPP in order to satisfy employees’ tax withholding and payment obligations in connection with the vesting of awards of restricted stock under the Incentive Plan and share purchases under the ESPP, which, in each case, we withheld at fair market value on the applicable vesting date or purchase date.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table summarizes purchases of Class A common stock made by the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) of the Exchange Agent) in connection with tax withholdings, under the ESPP and pursuant to our share repurchase program for the three months ended December 31, 2025: Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Shares that May yet be Purchased Under the Plans or Programs October 1-31, 2025 7,208 $ 5.13 — $ 22,967,359 November 1-30, 2025 5,974 3.32 — — December 1-31, 2025 2,488 3.46 — — Total 15,670 $ 4.18 — $ 22,967,359 (1) Includes 15,670 shares that we withheld pursuant to the Incentive Plan and the ESPP in order to satisfy employees’ tax withholding and payment obligations in connection with the vesting of awards of restricted stock under the Incentive Plan and share purchases under the ESPP, which, in each case, we withheld at fair market value on the applicable vesting date or purchase date.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAR EHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our Class A common stock is traded on Nasdaq under the symbol “RPAY”. As of February 25, 2025, the closing price for our Class A common stock was $7.16.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAR EHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our Class A common stock is traded on Nasdaq under the symbol “RPAY”. As of March 4, 2026, the closing price for our Class A common stock was $3.11.
Repurchases under the Share Repurchase Program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases depending on market conditions and corporate needs. ITEM 6. [Reserved]. 39
The Share Repurchase Program has no expiration date but may be modified, suspended or discontinued at any time at our discretion. Repurchases under the Share Repurchase Program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases depending on market conditions and corporate needs. ITEM 6. [Reserved]. 39
(2) On May 16, 2022, our board of directors approved the Share Repurchase Program under which we may repurchase up to $50 million of our outstanding Class A common stock. The Share Repurchase Program has no expiration date but may be modified, suspended or discontinued at any time at our discretion.
(2) On May 16, 2022, our board of directors approved the Share Repurchase Program under which we may repurchase up to $50 million of our outstanding Class A common stock. On May 8, 2025, our board of directors approved the increase of its authorized Share Repurchase Program to up to $75 million.
Repay Holdings Corporation S&P 500 Index S&P Information Technology Index December 31, 2019 $ 100.00 $ 100.00 $ 100.00 December 31, 2020 186.01 116.26 142.21 December 31, 2021 128.12 147.52 189.64 December 31, 2022 54.95 118.84 134.82 December 31, 2023 58.29 147.64 210.85 December 31, 2024 52.08 182.05 286.10 Recent Sales of Unregistered Securities None.
Repay Holdings Corporation S&P 500 Index S&P Information Technology Index December 31, 2020 $ 100.00 $ 100.00 $ 100.00 December 31, 2021 67.05 126.89 133.35 December 31, 2022 29.54 102.22 94.80 December 31, 2023 31.34 126.99 148.26 December 31, 2024 28.00 156.59 201.18 December 31, 2025 13.39 182.25 248.07 38 Recent Sales of Unregistered Securities None.
Removed
Holders As of February 25, 2025, there were 15 holders of record of our Class A common stock, 15 holders of record of our Class V common stock and 15 holders of record of Post-Merger Repay Units (not including the Company).

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following tables set forth a reconciliation of our results of operations for the years ended December 31, 2024, 2023 and 2022 . 45 REPAY HOLDINGS CORPORATION Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA Year Ended December 31, ($ in thousands) 2024 2023 2022 Revenue $ 313,042 $ 296,627 $ 279,227 Operating expenses Costs of services (exclusive of depreciation and amortization shown separately below) $ 71,636 $ 69,703 $ 64,826 Selling, general and administrative 145,466 148,653 149,061 Depreciation and amortization 103,710 103,857 107,751 Change in fair value of contingent consideration — — (3,300 ) Loss on business disposition — 10,027 — Impairment loss — 75,800 8,090 Total operating expenses $ 320,812 $ 408,040 $ 326,428 Loss from operations $ (7,770 ) $ (111,413 ) $ (47,201 ) Interest income 5,992 2,822 130 Interest expense (7,873 ) (3,870 ) (4,375 ) Gain on extinguishment of debt 13,136 — — Change in fair value of tax receivable liability (14,543 ) (6,619 ) 66,871 Other income (loss) 138 (455 ) (510 ) Total other income (expense) (3,150 ) (8,122 ) 62,116 Income (loss) before income tax benefit (expense) (10,920 ) (119,535 ) 14,915 Income tax benefit (expense) 575 2,115 (6,174 ) Net income (loss) $ (10,345 ) $ (117,420 ) $ 8,741 Add: Interest income (5,992 ) (2,822 ) (130 ) Interest expense 7,873 3,870 4,375 Depreciation and amortization (a) 103,710 103,857 107,751 Income tax (benefit) expense (575 ) (2,115 ) 6,174 EBITDA $ 94,671 $ (14,630 ) $ 126,911 Loss on business disposition (h) — 10,027 — Gain on extinguishment of debt (i) (13,136 ) — — Non-cash change in fair value of contingent consideration (j) — — (3,300 ) Non-cash impairment loss (b) — 75,800 8,090 Non-cash change in fair value of assets and liabilities (c) 14,543 7,494 (66,871 ) Share-based compensation expense (d) 25,195 22,156 20,532 Transaction expenses (e) 2,325 8,523 18,993 Restructuring and other strategic initiative costs (f) 12,494 11,908 7,870 Other non-recurring charges (g) 4,718 5,528 12,294 Adjusted EBITDA $ 140,810 $ 126,806 $ 124,519 46 REPAY HOLDINGS CORPORATION Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income Year Ended December 31, ($ in thousands) 2024 2023 2022 Revenue $ 313,042 $ 296,627 $ 279,227 Operating expenses Costs of services (exclusive of depreciation and amortization shown separately below) $ 71,636 $ 69,703 $ 64,826 Selling, general and administrative 145,466 148,653 149,061 Depreciation and amortization 103,710 103,857 107,751 Change in fair value of contingent consideration — — (3,300 ) Loss on business disposition — 10,027 — Impairment loss — 75,800 8,090 Total operating expenses $ 320,812 $ 408,040 $ 326,428 Loss from operations $ (7,770 ) $ (111,413 ) $ (47,201 ) Interest income 5,992 2,822 130 Interest expense (7,873 ) (3,870 ) (4,375 ) Gain on extinguishment of debt 13,136 — — Change in fair value of tax receivable liability (14,543 ) (6,619 ) 66,871 Other income (loss) 138 (455 ) (510 ) Total other income (expense) (3,150 ) (8,122 ) 62,116 Income (loss) before income tax benefit (expense) (10,920 ) (119,535 ) 14,915 Income tax benefit (expense) 575 2,115 (6,174 ) Net income (loss) $ (10,345 ) $ (117,420 ) $ 8,741 Add: Amortization of acquisition-related intangibles (k) 77,144 81,642 89,473 Loss on business disposition (h) — 10,027 — Gain on extinguishment of debt (i) (13,136 ) — — Non-cash change in fair value of contingent consideration (j) — — (3,300 ) Non-cash impairment loss (b) — 75,800 8,090 Non-cash change in fair value of assets and liabilities (c) 14,543 7,494 (66,871 ) Share-based compensation expense (d) 25,195 22,156 20,532 Transaction expenses (e) 2,325 8,523 18,993 Restructuring and other strategic initiative costs (f) 12,494 11,908 7,870 Other non-recurring charges (g) 4,718 5,528 12,294 Non-cash interest expense (l) 3,031 2,848 2,835 Pro forma taxes at effective rate (m) (28,151 ) (23,564 ) (18,871 ) Adjusted Net Income $ 87,818 $ 84,942 $ 79,786 Shares of Class A common stock outstanding (on an as-converted basis) (n) 95,678,128 96,850,559 96,684,629 Adjusted Net Income per share $ 0.92 $ 0.88 $ 0.83 (a) See footnote (k) for details on our amortization and depreciation expenses.
Biggest changeThe following tables set forth a reconciliation of our results of operations for the years ended December 31, 2025, 2024 and 2023 . 45 REPAY HOLDINGS CORPORATION Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA Year Ended December 31, ($ in thousands) 2025 2024 2023 Revenue $ 309,261 $ 313,042 $ 296,627 Operating expenses Costs of services (exclusive of depreciation and amortization shown separately below) $ 77,243 $ 71,636 $ 69,703 Selling, general and administrative 142,006 145,466 148,653 Depreciation and amortization 102,046 103,710 103,857 Loss on business disposition — — 10,027 Impairment loss 242,688 — 75,800 Total operating expenses $ 563,983 $ 320,812 $ 408,040 Loss from operations $ (254,722 ) $ (7,770 ) $ (111,413 ) Interest income 4,061 5,992 2,822 Interest expense (13,947 ) (7,873 ) (3,870 ) Gain on extinguishment of debt 1,374 13,136 — Change in fair value of tax receivable liability (13,507 ) (14,543 ) (6,619 ) Other income (loss) (216 ) 138 (455 ) Total other income (expense) (22,235 ) (3,150 ) (8,122 ) Loss before income tax benefit (expense) (276,957 ) (10,920 ) (119,535 ) Income tax benefit 5,869 575 2,115 Net loss $ (271,088 ) $ (10,345 ) $ (117,420 ) Add: Interest income (4,061 ) (5,992 ) (2,822 ) Interest expense 13,947 7,873 3,870 Depreciation and amortization (a) 102,046 103,710 103,857 Income tax benefit (5,869 ) (575 ) (2,115 ) EBITDA $ (165,025 ) $ 94,671 $ (14,630 ) Loss on business disposition (h) — — 10,027 Gain on extinguishment of debt (i) (1,374 ) (13,136 ) — Non-cash impairment loss (b) 242,688 — 75,800 Non-cash change in fair value of assets and liabilities (c) 13,507 14,543 7,494 Share-based compensation expense (d) 19,031 25,195 22,156 Transaction expenses (e) 1,712 2,325 8,523 Restructuring and other strategic initiative costs (f) 10,135 12,494 11,908 Other non-recurring charges (g) 7,915 4,718 5,528 Adjusted EBITDA $ 128,589 $ 140,810 $ 126,806 46 REPAY HOLDINGS CORPORATION Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income Year Ended December 31, ($ in thousands) 2025 2024 2023 Revenue $ 309,261 $ 313,042 $ 296,627 Operating expenses Costs of services (exclusive of depreciation and amortization shown separately below) $ 77,243 $ 71,636 $ 69,703 Selling, general and administrative 142,006 145,466 148,653 Depreciation and amortization 102,046 103,710 103,857 Loss on business disposition — — 10,027 Impairment loss 242,688 — 75,800 Total operating expenses $ 563,983 $ 320,812 $ 408,040 Loss from operations $ (254,722 ) $ (7,770 ) $ (111,413 ) Interest income 4,061 5,992 2,822 Interest expense (13,947 ) (7,873 ) (3,870 ) Gain on extinguishment of debt 1,374 13,136 — Change in fair value of tax receivable liability (13,507 ) (14,543 ) (6,619 ) Other income (loss) (216 ) 138 (455 ) Total other income (expense) (22,235 ) (3,150 ) (8,122 ) Loss before income tax benefit (expense) (276,957 ) (10,920 ) (119,535 ) Income tax benefit 5,869 575 2,115 Net loss $ (271,088 ) $ (10,345 ) $ (117,420 ) Add: Amortization of acquisition-related intangibles (j) 78,299 77,144 81,642 Loss on business disposition (h) — — 10,027 Gain on extinguishment of debt (i) (1,374 ) (13,136 ) — Non-cash impairment loss (b) 242,688 — 75,800 Non-cash change in fair value of assets and liabilities (c) 13,507 14,543 7,494 Share-based compensation expense (d) 19,031 25,195 22,156 Transaction expenses (e) 1,712 2,325 8,523 Restructuring and other strategic initiative costs (f) 10,135 12,494 908 Other non-recurring charges (g) 7,915 4,718 5,528 Non-cash interest expense (k) 3,113 3,031 2,848 Pro forma taxes at effective rate (l) (29,576 ) (28,151 ) (23,564 ) Adjusted Net Income $ 74,362 $ 87,818 $ 73,942 Shares of Class A common stock outstanding (on an as-converted basis) (m) 90,862,104 95,678,128 96,850,559 Adjusted Net Income per share $ 0.82 $ 0.92 $ 0.76 (a) See footnote (j) for details on our amortization and depreciation expenses.
We will settle conversions of the 2029 Notes by paying cash up to the aggregate principal amount of the 2029 Notes to be converted and cash, shares of Class A common stock or a combination of cash and shares, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the 2029 Notes being converted.
We will settle any conversions of the 2029 Notes by paying cash up to the aggregate principal amount of the 2029 Notes to be converted and cash, shares of Class A common stock or a combination of cash and shares, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the 2029 Notes being converted.
Commitments and Contingencies to the financial statements in Item 8 of this Annual Report on Form 10-K for more information related to operating leases liabilities. Based on our current lease terms, $1.2 million of operating lease liabilities are due within the next twelve months, and the remaining lease liabilities of $10.5 million are due within the next ten years.
Commitments and Contingencies to the financial statements in Item 8 of this Annual Report on Form 10-K for more information related to operating leases liabilities. Based on our current lease terms, $1.5 million of operating lease liabilities are due within the next twelve months, and the remaining lease liabilities of $8.8 million are due within the next ten years.
Income Taxes Under ASC 740, Income Taxes, deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to net operating losses, tax credits, and temporary differences between the financial statement 53 carrying amounts of existing assets and liabilities and their respective tax bases, which will result in taxable or deductible amounts in the future.
Income Taxes Under ASC 740, Income Taxes, deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to net operating losses, tax credits, and temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, which will result in taxable or deductible amounts in the future.
Cash Flow from Financing Activities Net cash used in financing activities was $12.7 million for the year ended December 31, 2024, due to the 2026 Notes repurchased, shares repurchased under the Share Repurchase Program and purchase of capped calls related to issuance of the 2029 Notes, offset partially by proceeds from the issuance of the 2029 Notes.
Net cash used in financing activities was $12.7 million for the year ended December 31, 2024, due to the 2026 Notes repurchased, shares repurchased under the Share Repurchase Program and purchase of capped calls related to issuance of the 2029 Notes, offset partially by proceeds from the issuance of the 2029 Notes.
Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as loss on business disposition, gain on extinguishment of debt, non-cash change in fair value of contingent consideration, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation expense, transaction expenses, restructuring and other strategic initiative costs, other non-recurring charges, non-cash interest expense and net of tax effect associated with these adjustments.
Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as loss on business disposition, gain on extinguishment of debt, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation expense, transaction expenses, restructuring and other strategic initiative costs, other non-recurring charges, non-cash interest expense and net of tax effect associated with these adjustments.
Under the quantitative test, we compare the carrying value of the reporting unit or indefinite-lived intangible asset to its fair value, which we estimate using a discounted cash flow analysis or by comparison to the market values of similar assets.
Under the quantitative test, we compare the carrying value of the 52 reporting unit or indefinite-lived intangible asset to its fair value, which we estimate using a discounted cash flow analysis or by comparison to the market values of similar assets.
Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as loss on business disposition, gain on extinguishment of debt, non-cash change in fair value of contingent consideration, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs and other non-recurring charges.
Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as loss on business disposition, gain on extinguishment of debt, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs and other non-recurring charges.
This increase was due to smaller fair value adjustments related to the tax receivable liability, primarily as a result of a smaller decrease to the discount rate, also referred to as the Early Termination Rate, used to determine the fair value of the liability.
This decrease was due to smaller fair value adjustments related to the tax receivable liability, primarily as a result of a smaller decrease to the discount rate, also referred to as the Early Termination Rate, used to determine the fair value of the liability.
Convertible Senior Notes On January 19, 2021, we issued $440.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2026 in a private placement (the “Notes Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. $40.0 million in aggregate principal amount of such 2026 Notes were sold in the Notes Offering in connection with the full exercise of the initial purchasers’ option to purchase such additional 2026 Notes pursuant to the purchase agreement.
Convertible Senior Notes On January 19, 2021, we issued $440.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2026 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. $40.0 million in aggregate principal amount of such 2026 Notes were sold in the 2026 Notes offering in connection with the full exercise of the initial purchasers’ option to purchase such additional 2026 Notes pursuant to the purchase agreement.
For revenue and gross profit by segments for the year ended December 31, 2023 compared to the year ended December 31, 2022, see Part II, Item 7 of our 2023 Form 10-K, which is incorporated herein by reference. 44 Non-GAAP Financial Measures This report includes certain non-GAAP financial measures that our management uses to evaluate our operating business, measure our performance and make strategic decisions.
For revenue and gross profit by segments for the year ended December 31, 2024 compared to the year ended December 31, 2023, see Part II, Item 7 of our 2024 Form 10-K, which is incorporated herein by reference. 44 Non-GAAP Financial Measures This report includes certain non-GAAP financial measures that our management uses to evaluate our operating business, measure our performance and make strategic decisions.
Adjusted Net Income per share is a non-GAAP financial measure that represents Adjusted Net Income divided by the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of the outstanding Post-Merger Repay Units) for the years ended December 31, 2024, 2023 and 2022 (excluding certain shares that were subject to forfeiture).
Adjusted Net Income per share is a non-GAAP financial measure that represents Adjusted Net Income divided by the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of the outstanding Post-Merger Repay Units) for the years ended December 31, 2025, 2024 and 2023 (excluding certain shares that were subject to forfeiture).
Our chargeback rate was less than 1% of our card payment volume, during the years ended December 31, 2024, 2023 and 2022. Expenses Costs of services . Costs of services primarily include commissions to our software integration partners and other third-party processing costs, such as front and back-end processing costs and sponsor bank fees. Selling, general and administrative .
Our chargeback rate was less than 1% of our card payment volume, during the years ended December 31, 2025, 2024 and 2023. Expenses Costs of services . Costs of services primarily include commissions to our software integration partners and other third-party processing costs, such as front and back-end processing costs and sponsor bank fees. Selling, general and administrative .
Amortization of intangibles that relate to past acquisitions will recur in future periods until such intangibles have been fully amortized. Any future acquisitions may result in the amortization of additional intangibles. (l) Represents amortization of non-cash deferred debt issuance costs. (m) Represents pro forma income tax adjustment effect associated with items adjusted above.
Amortization of intangibles that relate to past acquisitions will recur in future periods until such intangibles have been fully amortized. Any future acquisitions may result in the amortization of additional intangibles. (k) Represents amortization of non-cash deferred debt issuance costs. (l) Represents pro forma income tax adjustment effect associated with items adjusted above.
For results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022, see Part II, Item 7 of our 2023 Form 10-K, which is incorporated herein by reference. 43 Segments We provided our services through two reportable segments: (1) Consumer Payments and (2) Business Payments.
For results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, see Part II, Item 7 of our 2024 Form 10-K, which is incorporated herein by reference. 43 Segments We provided our services through two reportable segments: (1) Consumer Payments and (2) Business Payments.
There have been no significant changes in our application of accounting estimates during the year ended December 31, 2024. Revenue Recognition The consideration to be received in our contracts with clients consists of variable consideration where the timing and quantity of transactions to be processed is not determinable at contract inception.
There have been no significant changes in our application of accounting estimates during the year ended December 31, 2025. Revenue Recognition The consideration to be received in our contracts with clients consists of variable consideration where the timing and quantity of transactions to be processed is not determinable at contract inception.
Cash provided by operating activities for the years ended December 31, 2024, 2023 and 2022, reflects net income as adjusted for non-cash operating items including depreciation and amortization, share-based compensation, and changes in working capital accounts.
Cash provided by operating activities for the years ended December 31, 2025, 2024 and 2023, reflects net income as adjusted for non-cash operating items including depreciation and amortization, share-based compensation, and changes in working capital accounts.
On July 8, 2024, we used approximately $200.0 million of proceeds from the offering of 2029 Notes and approximately $5.1 million of cash on hand to repurchase $220.0 million in aggregate principal amount of the 2026 Notes in connection with the 2029 Notes offering.
The 2026 Notes matured on February 1, 2026. On July 8, 2024, we used approximately $200.0 million of proceeds from the offering of 2029 Notes and approximately $5.1 million of cash on hand to repurchase $220.0 million in aggregate principal amount of the 2026 Notes in connection with the 2029 Notes offering.
For discussion on Adjusted EBITDA, Adjusted Net income, and net income (loss) attributable to the Company for the year ended December 31, 2023 compared to the year ended December 31, 2022, see Part II, Item 7 of the Company’s 2023 Form 10-K.
For discussion on Adjusted EBITDA, Adjusted Net income, and net income (loss) attributable to the Company for the year ended December 31, 2024 compared to the year ended December 31, 2023, see Part II, Item 7 of the Company’s 2024 Form 10-K.
For a discussion of those considerations and restrictions, refer to Part II, Item 1A “Risk Factors - Risks Related to Our Class A Common Stock.” 49 As of December 31, 2024, our material contractual obligations primarily consist of operating leases liabilities. See Note 11.
For a discussion of those considerations and restrictions, refer to Part II, Item 1A “Risk Factors — Risks Related to Our Class A Common Stock.” As of December 31, 2025, our material contractual obligations primarily consist of operating leases liabilities. See Note 11.
(n) Represents the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of outstanding Post-Merger Repay Units) for the years ended December 31, 2024, 2023 and 2022. These numbers do not include any shares issuable upon conversion of our convertible senior notes.
(m) Represents the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of outstanding Post-Merger Repay Units) for the years ended December 31, 2025, 2024 and 2023. These numbers do not include any shares issuable upon conversion of our convertible senior notes.
We paid $0.6 million and $0.5 million in fees related to unused commitments for the years ended December 31, 2024 and 2023, respectively. See Note 10. Borrowings to the financial statements in Item 8 of this Annual Report on Form 10-K for more information.
We paid $0.7 million and $0.6 million in fees related to unused commitments for the years ended December 31, 2025 and 2024, respectively. See Note 10. Borrowings to the financial statements in Item 8 of this Annual Report on Form 10-K for more information.
Additionally, for the year ended December 31, 2022, reflects one-time severance payments. (g) For the year ended December 31, 2024, reflects one-time processing settlements, franchise taxes and other non-income based taxes, non-recurring legal and other litigation expenses and payments made to third-parties in connection with our IT security and personnel.
For the year ended December 31, 2024, reflects one-time processing settlements, franchise taxes and other non-income based taxes, non-recurring legal and other litigation expenses and payments made to third-parties in connection with our IT security and personnel.
Cash Flow from Investing Activities Net cash used in investing activities was $44.9 million for the year ended December 31, 2024, due to the capitalization of software development activities.
Cash Flow from Investing Activities Net cash used in investing activities was $42.0 million for the year ended December 31, 2025, due to the capitalization of software development activities. Net cash used in investing activities was $44.9 million for the year ended December 31, 2024, due to the capitalization of software development activities.
Net cash used in financing activities was $28.9 million for the year ended December 31, 2023, due to the repayment of the outstanding revolving credit facility balance, shares repurchased under the Incentive Plan, ESPP and Share Repurchase Program, as well as the CPS earnout payment. 50 Net cash used in financing activities was $17.5 million for the year ended December 31, 2022, due to the shares repurchased under the Incentive Plan, ESPP and Share Repurchase Program, as well as the Ventanex earnout payment.
Net cash used in financing activities was $28.9 million for the year ended December 31, 2023, due to the repayment of the outstanding revolving credit facility balance, shares repurchased under the Incentive Plan, ESPP and Share Repurchase Program, as well as the CPS earnout payment.
The maturity date may be extended, subject to certain terms and conditions. As of December 31, 2024, the Second Amended Credit Agreement provides for a revolving credit facility of $250.0 million. As of December 31, 2024, we had $0 million drawn against the revolving credit facility.
The maturity date may be extended, subject to certain terms and conditions. As of December 31, 2025, the Second Amended Credit Agreement provided for a revolving credit facility of $250.0 million. As of December 31, 2025, we had $0 million drawn against the revolving credit facility.
Gain on Debt Extinguishment We incurred a gain of $13.1 million on extinguishment of debt for the year ended December 31, 2024, due to the repurchase of $220.0 million of 2026 Notes principal and net of a write-off of debt issuance costs relating to the repurchased principal.
Gain on Debt Extinguishment We incurred a gain of $1.4 million and $13.1 million on extinguishment of debt for the year ended December 31, 2025 and 2024, respectively, due to the repurchase of 2026 Notes principal, net of a write-off of debt issuance costs relating to the repurchased principal.
For the year ended December 31, 2023, reflects payments made to third-parties in connection with an expansion of our personnel, franchise taxes and other non-income based taxes and one-time payments to certain partners.
For the year ended December 31, 2023, reflects payments made to third-parties in connection with an expansion of our personnel, franchise taxes and other non-income based taxes and one-time payments to certain partners. (h) Reflects the loss recognized related to the disposition of BCS.
Seasonality We have experienced in the past, and may continue to experience, seasonal fluctuations in our volumes and revenues as a result of consumer spending patterns. Volumes and revenues during the first quarter of the calendar year tend to increase in comparison to the remaining three quarters of the calendar year on a same store basis.
Seasonality We have experienced in the past, and may continue to experience, seasonal fluctuations in our revenues as a result of consumer spending and political media spending patterns. Revenues during the first quarter of the calendar year tend to increase in comparison to the remaining three quarters of the calendar year.
See additional information below for an analysis of our amortization expenses: Year ended December 31, ($ in thousands) 2024 2023 2022 Acquisition-related intangibles $ 77,144 $ 81,642 $ 89,473 Software 24,826 19,789 15,921 Amortization $ 101,970 $ 101,431 $ 105,394 Depreciation 1,740 2,426 2,357 Total Depreciation and amortization (1) $ 103,710 $ 103,857 $ 107,751 (1) Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions (see corresponding adjustments in the reconciliation of net income to Adjusted Net Income presented above).
See additional information below for an analysis of our amortization expenses: Year ended December 31, ($ in thousands) 2025 2024 2023 Acquisition-related intangibles $ 78,299 $ 77,144 $ 81,642 Software 22,588 24,826 19,789 Amortization $ 100,887 $ 101,970 $ 101,431 Depreciation 1,159 1,740 2,426 Total Depreciation and amortization (1) $ 102,046 $ 103,710 $ 103,857 (1) Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions (see corresponding adjustments in the reconciliation of net income to Adjusted Net Income presented above).
Depreciation and Amortization Depreciation and amortization expenses were $103.7 million for the year ended December 31, 2024 and $103.9 million for year ended December 31, 2023, a decrease of $0.2 million or 0.1%.
Depreciation and Amortization Depreciation and amortization expenses were $102.0 million for the year ended December 31, 2025 and $103.7 million for year ended December 31, 2024, a decrease of $1.7 million or 1.6%.
Interest Expense Interest expense was $7.9 million for the year ended December 31, 2024 and $3.9 million for the year ended December 31, 2023, an increase of $4.0 million, due to a higher outstanding principal balance under the convertible senior notes.
Interest Expense Interest expense was $13.9 million for the year ended December 31, 2025 and $7.9 million for the year ended December 31, 2024, an increase of $6.1 million, due to a higher outstanding principal balance under the convertible senior notes.
(2) Gross profit margin represents total gross profit / total revenue. Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Consumer Payments Revenue for the Consumer Payments segment was $281.0 million for the year ended December 31, 2024 and $275.7 million for the year ended December 31, 2023, representing a $5.3 million or 1.9% year-over-year increase.
(2) Gross profit margin represents total gross profit / total revenue. Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Consumer Payments Revenue for the Consumer Payments segment was $285.9 million for the year ended December 31, 2025 and $281.0 million for the year ended December 31, 2024, representing a $4.9 million or 1.8% year-over-year increase.
Cash Flows The following table presents a summary of cash flows from operating, investing and financing activities for the periods indicated: Year Ended December 31, ($ in thousands) 2024 2023 2022 Net cash provided by operating activities $ 150,090 $ 103,614 $ 74,223 Net cash used in investing activities (44,853 ) (24,088 ) (39,541 ) Net cash used in financing activities (12,673 ) (28,944 ) (17,459 ) Cash Flow from Operating Activities Net cash provided by operating activities was $150.1 million for the year ended December 31, 2024.
Cash Flows The following table presents a summary of cash flows from operating, investing and financing activities for the periods indicated: Year Ended December 31, ($ in thousands) 2025 2024 2023 Net cash provided by operating activities $ 91,112 $ 150,090 $ 103,614 Net cash used in investing activities (41,983 ) (44,853 ) (24,088 ) Net cash used in financing activities (130,186 ) (12,673 ) (28,944 ) Cash Flow from Operating Activities Net cash provided by operating activities was $91.1 million for the year ended December 31, 2025.
See the reconciliation of basic weighted average shares outstanding to the non-GAAP Class A common stock outstanding on an as-converted basis for each respective period below: 48 Year Ended December 31, 2024 2023 2022 Weighted average shares of Class A common stock outstanding - basic 89,915,137 90,048,638 88,792,453 Add: Non-controlling interests Weighted average Post-Merger Repay Units exchangeable for Class A common stock 5,762,991 6,801,921 7,892,176 Shares of Class A common stock outstanding (on an as-converted basis) 95,678,128 96,850,559 96,684,629 Adjusted EBITDA for the years ended December 31, 2024 and 2023 was $140.8 million and $126.8 million, respectively, representing a 11.0% year-over-year increase.
See the reconciliation of basic weighted average shares outstanding to the non-GAAP Class A common stock outstanding on an as-converted basis for each respective period below: Year Ended December 31, 2025 2024 2023 Weighted average shares of Class A common stock outstanding - basic 85,558,300 89,915,137 90,048,638 Add: Non-controlling interests Weighted average Post-Merger Repay Units exchangeable for Class A common stock 5,303,804 5,762,991 6,801,921 Shares of Class A common stock outstanding (on an as-converted basis) 90,862,104 95,678,128 96,850,559 Adjusted EBITDA for the years ended December 31, 2025 and 2024 was $128.6 million and $140.8 million, respectively, representing a 8.7% year-over-year decrease.
Costs of Services Costs of services were $71.6 million for the year ended December 31, 2024 and $69.7 million for the year ended December 31, 2023, an increase of $1.9 million or 2.8%.
Costs of Services Costs of services were $77.2 million for the year ended December 31, 2025 and $71.6 million for the year ended December 31, 2024, an increase of $5.6 million or 7.8%.
Net cash provided by operating activities was $103.6 million for the year ended December 31, 2023. Net cash provided by operating activities was $74.2 million for the year ended December 31, 2022.
Net cash provided by operating activities was $150.1 million for the year ended December 31, 2024. Net cash provided by operating activities was $103.6 million for the year ended December 31, 2023.
(k) For the years ended December 31, 2024, 2023 and 2022, reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and client relationships, non-compete agreement, and software intangibles acquired through our acquisitions of TriSource, APS, Ventanex, cPayPlus, CPS, BillingTree, Kontrol and Payix.
(j) Reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and client relationships, non-compete agreement, and software intangibles acquired through our acquisitions of TriSource, APS, Ventanex, cPayPlus, CPS, BillingTree, Kontrol and Payix.
Change in Fair Value of Tax Receivable Liability We incurred a loss, related to accretion expense and fair value adjustment of the tax receivable liability of $14.5 million for the year ended December 31, 2024 compared to a net loss of $6.6 million for the year ended December 31, 2023, an increase of $7.9 million.
Change in Fair Value of Tax Receivable Liability We incurred a loss, related to accretion expense and fair value adjustment of the tax receivable liability of $13.5 million for the year ended December 31, 2025 compared to a net loss of $14.5 million for the year ended December 31, 2024, a decrease of $1.0 million.
This increase was the result of newly signed clients, the growth of our existing clients and political media spending associated with the 2024 election cycle in our media payments business.
This increase was the result of newly signed clients and the growth of our existing clients, partially offset from impacts of previously announced client losses and political media spending during 2024 associated with the 2024 election cycle in our media payments business.
The change in fair value can result from the redemption or exchange of Post-Merger Repay Units for Class A common stock of Repay Holdings Corporation, through accretion of the discounted fair value of the expected future cash payments, or changes to the discount rate, also referred to as the Early Termination Rate, used to determine the fair value of the liability. 41 Results of Operations Year ended December 31, ($ in thousands, except per share data) 2024 2023 2022 Revenue $ 313,042 $ 296,627 $ 279,227 Operating expenses Costs of services (exclusive of depreciation and amortization shown separately below) $ 71,636 $ 69,703 $ 64,826 Selling, general and administrative 145,466 148,653 149,061 Depreciation and amortization 103,710 103,857 107,751 Change in fair value of contingent consideration — — (3,300 ) Loss on business disposition — 10,027 — Impairment loss — 75,800 8,090 Total operating expenses $ 320,812 $ 408,040 $ 326,428 Loss from operations $ (7,770 ) $ (111,413 ) $ (47,201 ) Other income (expense) Interest income 5,992 2,822 130 Interest expense (7,873 ) (3,870 ) (4,375 ) Gain on extinguishment of debt 13,136 — — Change in fair value of tax receivable liability (14,543 ) (6,619 ) 66,871 Other income (loss) 138 (455 ) (510 ) Total other income (expense) (3,150 ) (8,122 ) 62,116 Income (loss) before income tax benefit (expense) (10,920 ) (119,535 ) 14,915 Income tax benefit (expense) 575 2,115 (6,174 ) Net income (loss) $ (10,345 ) $ (117,420 ) $ 8,741 Net loss attributable to non-controlling interest (189 ) (6,930 ) (4,095 ) Net income (loss) attributable to the Company $ (10,156 ) $ (110,490 ) $ 12,836 Weighted-average shares of Class A common stock outstanding - basic 89,915,137 90,048,638 88,792,453 Weighted-average shares of Class A common stock outstanding - diluted 89,915,137 90,048,638 110,671,731 Income (loss) per Class A share - basic $ (0.11 ) $ (1.23 ) $ 0.14 Income (loss) per Class A share - diluted $ (0.11 ) $ (1.23 ) $ 0.12 Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Revenue Total revenue was $313.0 million for the year ended December 31, 2024 and $296.6 million for the year ended December 31, 2023, an increase of $16.4 million or 5.5%.
The change in fair value can result from the redemption or exchange of Post-Merger Repay Units for Class A common stock of Repay Holdings Corporation, through accretion of the discounted fair value of the expected future cash payments, or changes to the discount rate, also referred to as the Early Termination Rate, used to determine the fair value of the liability. 41 Results of Operations Year ended December 31, ($ in thousands, except per share data) 2025 2024 2023 Revenue $ 309,261 $ 313,042 $ 296,627 Operating expenses Costs of services (exclusive of depreciation and amortization shown separately below) $ 77,243 $ 71,636 $ 69,703 Selling, general and administrative 142,006 145,466 148,653 Depreciation and amortization 102,046 103,710 103,857 Loss on business disposition — — 10,027 Impairment loss 242,688 — 75,800 Total operating expenses $ 563,983 $ 320,812 $ 408,040 Loss from operations $ (254,722 ) $ (7,770 ) $ (111,413 ) Other income (expense) Interest income 4,061 5,992 2,822 Interest expense (13,947 ) (7,873 ) (3,870 ) Gain on extinguishment of debt 1,374 13,136 — Change in fair value of tax receivable liability (13,507 ) (14,543 ) (6,619 ) Other income (loss) (216 ) 138 (455 ) Total other income (expense) (22,235 ) (3,150 ) (8,122 ) Loss before income tax benefit (expense) (276,957 ) (10,920 ) (119,535 ) Income tax benefit 5,869 575 2,115 Net loss $ (271,088 ) $ (10,345 ) $ (117,420 ) Net loss attributable to non-controlling interest (14,364 ) (189 ) (6,930 ) Net loss attributable to the Company $ (256,724 ) $ (10,156 ) $ (110,490 ) Weighted-average shares of Class A common stock outstanding - basic and diluted 85,558,300 89,915,137 90,048,638 Loss per Class A share - basic and diluted $ (3.00 ) $ (0.11 ) $ (1.23 ) Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Revenue Total revenue was $309.3 million for the year ended December 31, 2025 and $313.0 million for the year ended December 31, 2024, a decrease of $3.8 million or 1.2%.
Such liability, which will increase upon the exchanges of Post-Merger Repay Units for Class A common stock, generally represents 100% of the estimated future tax benefits, if any, relating to the increase in tax basis that will result from exchanges of the Post-Merger Repay Units for shares of Class A common stock pursuant to the Exchange Agreement and certain other tax attributes of the Company and tax benefits of entering into the TRA, including tax benefits attributable to payments under the TRA.
Such liability, which will increase upon the exchanges of Post-Merger Repay Units for Class A common stock, generally represents 100% of the estimated future tax benefits, if any, relating to the increase in tax basis that will result from exchanges of the Post-Merger Repay Units for shares of Class A common stock pursuant to the Exchange Agreement and certain other tax attributes of the Company and tax benefits of entering into the TRA, including tax benefits attributable to payments under the TRA. 51 Under the terms of the TRA, we may elect to terminate the TRA early but will be required to make an immediate payment equal to the present value of the anticipated future cash tax savings.
Income Tax Benefit and Expense The income tax benefit was $0.6 million for the year ended December 31, 2024, reflecting the expected income tax benefit on the loss generated over the same period.
Income Tax Benefit The income tax benefit was $5.9 million for the year ended December 31, 2025, reflecting the expected income tax benefit on the loss generated over the same period.
(c) For the year ended December 31, 2024 and 2022, reflects the changes in management’s estimates of the fair value of the liability relating to the TRA. For the year ended December 31, 2023, reflects the changes in management’s estimates of (i) the fair value of the liability relating to the TRA and (ii) non-cash insurance reserve.
For the year ended December 31, 2023, reflects the changes in management’s estimates of (i) the fair value of the liability relating to the TRA and (ii) non-cash insurance reserve. (d) Represents compensation expense associated with equity compensation plans.
As of December 31, 2024, we had convertible senior notes outstanding of $496.8 million, net of deferred issuance costs, under the 2026 Notes and 2029 Notes. We were in compliance with the related restrictive financial covenants.
As of December 31, 2025, we had convertible senior notes outstanding of $426.5 million, net of deferred issuance costs, under the 2026 Notes and 2029 Notes. We were in compliance with the related restrictive financial covenants. Additionally, we currently expect that we will remain in compliance with the restrictive financial covenants prospectively.
Gross profit for the Consumer Payments segment was $223.1 million for the year ended December 31, 2024 and $216.1 million for the year ended December 31, 2023, representing a $7.0 million or 3.2% year-over-year increase. This increase was the result of newly signed clients and the growth of existing clients.
This increase was the result of newly signed clients and the growth of existing clients, partially offset from impacts from previously announced client losses. Gross profit for the Consumer Payments segment was $223.8 million for the year ended December 31, 2025 and $223.1 million for the year ended December 31, 2024, representing a $0.6 million or 0.3% year-over-year increase.
The fair value of the Business Payments reporting unit was primarily impacted by a change in the discount rate. See Note 8. Intangible Assets and Note 9. Goodwill for more information.
The fair value of the Consumer Payments reporting unit was primarily impacted by a change in the discount rate and the decrease to comparable publicly traded companies’ multiples. See Note 9. Goodwill for more information.
Additionally, we currently expect that we will remain in compliance with the restrictive financial covenants prospectively. 51 Tax Receivable Agreement Upon the completion of the Business Combination, we entered into that certain Tax Receivable Agreement (the “Tax Receivable Agreement” or “TRA”) with holders (other than the Company) of limited liability company interests of Hawk Parent (the “Post-Merger Repay Units”).
Tax Receivable Agreement Upon the completion of the Business Combination, we entered into that certain Tax Receivable Agreement (the “Tax Receivable Agreement” or “TRA”) with holders (other than the Company) of limited liability company interests of Hawk Parent (the “Post-Merger Repay Units”). As a result of the TRA, we established a liability in our consolidated financial statements.
This facility matures on the earlier of (a) July 10, 2029, (b) the date that is 91 days prior to the maturity date of the 2026 Notes (subject to certain exceptions for adequate liquidity) and (c) the date that is 91 days prior to the maturity date of the 2029 Notes (subject to certain exceptions for adequate liquidity).
The Second Amended Credit Agreement establishes a $250.0 million senior secured revolving credit facility. This facility matures on the earlier of (a) July 10, 2029 or (b) the date that is 91 days prior to the maturity date of the 2029 Notes (subject to certain exceptions for adequate liquidity).
This increase was the result of newly signed clients, the growth of our existing clients and political media spending associated with the 2024 election cycle in our media payments business.
This decrease was the result of the growth from newly signed clients and existing clients being more than offset from impacts from previously announced client losses and political media spending during 2024 associated with the 2024 election cycle in our media payments business.
This increase was the result of newly signed clients, the growth of existing clients and political media spending associated with the 2024 election cycle in our media payments business.
This decrease was the result of the growth from newly signed clients and existing clients being more than offset from impacts from previously announced client losses and political media spending during 2024 associated with the 2024 election cycle in our media payments business.
This increase was the result of newly signed clients, the growth of existing clients and political media spending associated with the 2024 election cycle in our media payments business.
This decrease was due to impacts from previously announced client losses and political media spending during 2024 associated with the 2024 election cycle in our media payments business, partially offset from newly signed clients and the growth of our existing clients.
Year Ended December 31, ($ in thousand) 2024 2023 Revenue Consumer Payments $ 280,966 $ 275,708 Business Payments 52,923 38,058 Elimination of intersegment revenues (20,847 ) (17,139 ) Total revenue $ 313,042 $ 296,627 Gross profit (1) Consumer Payments $ 223,107 $ 216,096 Business Payments 39,146 27,967 Elimination of intersegment revenues (20,847 ) (17,139 ) Total gross profit $ 241,406 $ 226,924 Total gross profit margin (2) 77% 77% (1) Gross profit represents revenue less cost of services (exclusive of depreciation and amortization).
Year Ended December 31, ($ in thousand) 2025 2024 Revenue Consumer Payments $ 285,884 $ 280,966 Business Payments 48,413 52,923 Elimination of intersegment revenues (25,036 ) (20,847 ) Total revenue $ 309,261 $ 313,042 Gross profit (1) Consumer Payments $ 223,755 $ 223,107 Business Payments 33,299 39,146 Elimination of intersegment revenues (25,036 ) (20,847 ) Total gross profit $ 232,018 $ 241,406 Total gross profit margin (2) 75% 77% (1) Gross profit represents revenue less cost of services (exclusive of depreciation and amortization).
(b) For the year ended December 31, 2023, reflects non-cash goodwill impairment loss related to the Business Payments segment and non-cash impairment loss related to a trade name write-off of Media Payments. For the year ended December 31, 2022, reflects non-cash impairment loss related to trade names write-offs of BillingTree and Kontrol.
For the year ended December 31, 2023, reflects non-cash goodwill impairment loss related to the Business Payments segment and non-cash impairment loss related to a trade name write-off of Media Payments. (c) For the year ended December 31, 2025 and 2024, reflects the changes in management’s estimates of the fair value of the liability relating to the TRA.
Gross profit for the Business Payments segment was $39.1 million for the year ended December 31, 2024 and $28.0 million for the year ended December 31, 2023, representing a $11.2 million or 40.0% year-over-year increase.
Gross profit for the Business Payments segment was $33.3 million for the year ended December 31, 2025 and $39.1 million for the year ended December 31, 2024, representing a $5.8 million or 14.9% year-over-year decrease.
Second Amended Credit Agreement On July 10, 2024, we entered into the Second Amended Credit Agreement with certain financial institutions, as lenders, and Truist Bank, as administrative agent. The Second Amended Credit Agreement amends and restates the Amended Credit Agreement, dated as of February 3, 2021. The Second Amended Credit Agreement establishes a $250.0 million senior secured revolving credit facility.
The undrawn capacity of the existing revolving credit facility under the Amended Credit Agreement became $185.0 million after the repayment. Second Amended Credit Agreement On July 10, 2024, we entered into the Second Amended Credit Agreement with certain financial institutions, as lenders, and Truist Bank, as administrative agent. The Second Amended Credit Agreement amended and restated the Amended Credit Agreement.
We follow the requirements of ASC 606-10-55-36 through -40, Revenue from Contracts with Customers, Principal Agent Considerations , in determining the gross versus net revenue recognition for performance obligation(s) in the contract with a client. 52 The principal versus agent evaluation is matter of judgment that depends on the facts and circumstances of the arrangement and is dependent on whether we control the good or service before it is transferred to the client or whether we are acting as an agent of a third party.
The principal versus agent evaluation is matter of judgment that depends on the facts and circumstances of the arrangement and is dependent on whether we control the good or service before it is transferred to the client or whether we are acting as an agent of a third party. This evaluation is performed separately for each performance obligation identified.
On May 16, 2022, our board of directors approved a share repurchase program under which we may repurchase up to $50 million of our outstanding Class A common stock (the “Share Repurchase Program”). The Share Repurchase Program has no expiration date but may be modified, suspended or discontinued at any time at our discretion.
On May 16, 2022, our board of directors approved a share repurchase program under which we may repurchase up to $50 million of our outstanding Class A common stock (the “Share Repurchase Program”). On May 8, 2025, our board of directors approved the increase of its authorized Share Repurchase Program to up to $75 million.
As of December 31, 2024, we had $189.5 million of cash and cash equivalents and available borrowing capacity of $250.0 million under the Second Amended Credit Agreement. This balance does not include restricted cash, which reflects cash accounts holding reserves for potential losses and client settlement funds of $47.2 million as of December 31, 2024.
This balance does not include restricted cash, which reflects cash accounts holding reserves for potential losses and client settlement funds of $40.0 million as of December 31, 2025.
The effect of these events on our financial condition, results of operations and cash flows is uncertain and cannot be predicted at this time. Finally, the impact of all of these various events on our results in 2024 may not be necessarily indicative of their impact on our results in 2025.
Finally, the impact of all of these various events on our results in 2025 may not be necessarily indicative of their impact on our results in 2026.
(e) Primarily consists of (i) during the year ended December 31, 2024, professional service fees incurred in connection with prior transactions, (ii) during the year ended December 31, 2023, professional service fees and other costs incurred in connection with the disposition of BCS and (iii) during the year ended December 31, 2022, professional service fees and other costs incurred in connection with the acquisitions of BillingTree, Kontrol and Payix. 47 (f) Reflects costs associated with reorganization of operations, consulting fees related to our processing services and other operational improvements, including restructuring and integration activities related to our acquired businesses, that were not in the ordinary course during the years ended December 31, 2024, 2023 and 2022.
(f) Reflects costs associated with reorganization of operations, consulting fees related to our processing services and other operational improvements, including restructuring and integration activities related to our acquired businesses, that were not in the ordinary course.
Selling, General and Administrative Selling, general and administrative expenses were $145.5 million for the year ended December 31, 2024 and $148.7 million for the year ended December 31, 2023, a decrease of $3.2 million or 2.1%, primarily due to a $3.0 million decrease in transaction expenses related to the disposition of BCS in the prior year period.
Selling, General and Administrative Selling, general and administrative expenses were $142.0 million for the year ended December 31, 2025 and $145.5 million for the year ended December 31, 2024, a decrease of $3.5 million or 2.4%, primarily due to a $6.1 million decrease in equity compensation expenses and $2.2 million decrease in compensation expenses, partially offset by a $3.4 increase in legal and other litigation fees and a $1.5 million increase in professional service fees.
The increases in Adjusted EBITDA, Adjusted Net Income and improvement in net income (loss) attributable to the Company for the year ended December 31, 2024 were primarily due to the organic growth of our business from newly signed clients, the growth of existing clients, political media spending associated with the 2024 election cycle in our media payments business and cost savings initiatives that reduced both cost of services and selling, general and administrative expenses as a percentage of revenue.
Our net loss attributable to the Company for the years ended December 31, 2025 and 2024 was $256.7 million and $10.2 million, respectively, representing a 2427.8% year-over-year increase. 48 The decreases in Adjusted EBITDA and Adjusted Net Income and increase in net loss attributable to the Company for the year ended December 31, 2025 were primarily due to the organic growth of our business from newly signed clients, the growth of existing clients and cost savings initiatives being more than offset from impacts from previously announced client losses and political media spending during 2024 associated with the 2024 election cycle in our media payments business.
We expect that the payment obligations of the Company required under the TRA will be substantial.
As a result, the associated liability reported on our consolidated financial statements may be increased. We expect that the payment obligations of the Company required under the TRA will be substantial.
Adjusted Net Income for the years ended December 31, 2024 and 2023 was $87.8 million and $84.9 million, respectively, representing a 3.4% year-over-year increase. Our net income (loss) attributable to the Company for the years ended December 31, 2024 and 2023 was ($10.2) million and ($110.5) million, respectively, representing a 90.8% year-over-year improvement in our profitability.
Adjusted Net Income for the years ended December 31, 2025 and 2024 was $74.4 million and $87.8 million, respectively, representing a 15.3% year-over-year decrease.
This decrease was driven by a decrease in amortization of non-compete agreements. 42 Loss on Business Disposition We incurred a loss on business disposition of $10.0 million for the year ended December 31, 2023 related to the sale of Blue Cow Software (“BCS”).
This decrease was driven by a decrease in amortization of software and non-compete agreements. 42 Impairment Loss We incurred a non-cash impairment loss of $242.7 million during the year ended December 31, 2025, primarily due to a $241.7 million goodwill impairment loss related to the Consumer Payments segment.
Interest Income Interest income was $6.0 million for the year ended December 31, 2024 and $2.8 million for the year ended December 31, 2023, an increase of $3.2 million, due to higher average interest rates earned on our cash and cash equivalents.
Interest Income Interest income was $4.1 million for the year ended December 31, 2025 and $6.0 million for the year ended December 31, 2024, a decrease of $1.9 million, due to lower average interest rates earned on our cash and cash equivalents and lower average cash balance during the second half of year primarily due to the use of cash to reduce the amount of 2026 Notes outstanding.
Indebtedness Amended Credit Agreement In February 2021, we entered into the Amended Credit Agreement, which established a 125.0 million senior secured revolving credit facility in favor of Hawk Parent.
Indebtedness Amended Credit Agreement Our Amended Credit Agreement provided for a $185.0 million revolving credit facility in favor of Hawk Parent.
Such macroeconomic conditions may continue to evolve in ways that are difficult to fully anticipate and may also include increased levels of unemployment and/or a recession. Some or all of these market factors have and could continue to adversely affect our payment volumes from the consumer loan market, the receivables management industry and consumer and commercial spending.
Such macroeconomic conditions may continue to evolve in ways that are difficult to fully anticipate and may also include the potential for slowing growth, higher levels of unemployment, reduced consumer or commercial spending and/or recessionary conditions.
On February 28, 2023, we repaid in full the entire amount of $20.0 million of the outstanding revolving credit facility. The undrawn capacity of the existing revolving credit facility under the Amended Credit Agreement became $185.0 million after the repayment.
On February 9, 2023, we amended the Amended Credit Agreement to replace LIBOR with term SOFR as the interest rate benchmark. 50 On February 28, 2023, we repaid in full the entire amount of $20.0 million of the outstanding revolving credit facility at that time.
(i) Reflects a gain on the repurchase of 2026 Notes principal, net of a write-off of debt issuance costs relating to the repurchased principal. (j) Reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the most recent balance sheet date.
(i) Reflects a gain on the repurchase of 2026 Notes principal, net of a write-off of debt issuance costs relating to the repurchased principal.
Liquidity and Capital Resources We have historically financed our operations and working capital through net cash from operating activities. We also finance our operations through proceeds from the issuance of our Class A common stock in June 2020 and our convertible senior notes offerings.
We also finance our operations through proceeds from the issuance of our Class A common stock in June 2020 and our convertible senior notes offerings. As of December 31, 2025, we had $115.7 million of cash and cash equivalents and available borrowing capacity of $250.0 million under the Second Amended Credit Agreement.
Macroeconomic Conditions We have been monitoring the current economic environment in the U.S. and globally – characterized by heightened inflation (including changes in wages), rising interest rates, supply chain issues, slower growth and recent banking system volatility.
Macroeconomic Conditions We have been monitoring the current economic environment in the U.S. and globally – characterized by inflationary pressures in certain cost categories (including changes in wages and technology-related expenses), elevated interest rate levels, tighter credit conditions, uneven economic growth and periodic volatility in financial markets.
For the year ended December 31, 2022, reflects one-time payments to certain clients and partners, payments made to third-parties in connection with a significant expansion of our personnel, franchise taxes and other non-income based taxes, other payments related to COVID-19 and non-cash rent expense. (h) Reflects the loss recognized related to the disposition of BCS.
(g) For the year ended December 31, 2025, reflects franchise taxes and other non-income based taxes, non-recurring legal and other litigation expenses and payments made to third-parties in connection with our IT security and 47 personnel.
Accordingly, the total transaction price is variable. These services are stand-ready obligations, as the timing and quantity of transactions to be processed is not determinable.
Accordingly, the total transaction price is variable. These services are stand-ready obligations, as the timing and quantity of transactions to be processed is not determinable. We follow the requirements of ASC 606-10-55-36 through -40, Revenue from Contracts with Customers, Principal Agent Considerations , in determining the gross versus net revenue recognition for performance obligation(s) in the contract with a client.
This increase is due to consumers’ receipt of tax refunds and the increases in repayment activity levels that follow. Operating expenses show less seasonal fluctuation, with the result that net income is subject to the similar seasonal factors as our volumes and revenues.
Operating expenses show less seasonal fluctuation, with the result that net income is subject to the similar seasonal factors as our revenues. Liquidity and Capital Resources We have historically financed our operations and working capital through net cash from operating activities.
During the year ended December 31, 2024, we repurchased 158,496 shares for a total of approximately $1.3 million under the Share Repurchase Program. As of December 31, 2024, we have $36.2 million remaining capacity under the Share Repurchase Program.
As of December 31, 2025, we had approximately $23.0 million remaining capacity under the Share Repurchase Program.
For the year ended December 31, 2023, gross profit of approximately $1.2 million is attributable to BCS. Business Payments Revenue for the Business Payments segment was $52.9 million for the year ended December 31, 2024 and $38.1 million for the year ended December 31, 2023, representing a $14.9 million or 39.1% year-over-year increase.
This increase was the result of newly signed clients and the growth of existing clients, partially offset from impacts from previously announced client losses. Business Payments Revenue for the Business Payments segment was $48.4 million for the year ended December 31, 2025 and $52.9 million for the year ended December 31, 2024, representing a $4.5 million or 8.5% year-over-year decrease.
This was a result of the operating loss incurred by the Company, primarily driven by the change in fair value of the tax receivable liability, impairment loss, loss on business disposition, stock-based compensation deductions and the amortization of assets acquired in the Business Combination and prior acquisitions.
This was a result of the operating loss incurred by the Company primarily offset by impairment loss of assets acquired in the Business Combination, the impact of taxes not being provided for certain non-controlling interests, and stock-based compensation expense net tax shortfall. The income tax benefit was $0.6 million for the year ended December 31, 2024.
Removed
Impairment Loss We incurred an impairment loss of $75.8 million for the year ended December 31, 2023, due to a $75.7 million goodwill impairment loss related to the Business Payments segment and a $0.1 million trade name write-off related to Media Payments.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+0 added−0 removed5 unchanged
Biggest changeAs of December 31, 2023, we had convertible senior debt of $434.2 million, net of deferred issuance costs, and revolving credit facility borrowings of $18.2 million, net of deferred issuance costs, outstanding.
Biggest changeAs of December 31, 2024, we had convertible senior debt of $496.8 million, net of deferred issuance costs, net of deferred issuance costs, outstanding.
The borrowings under the Second Amended Credit Agreement accrue interest at either base rate, described above under “Liquidity and Capital Resources — Indebtedness ,” plus a margin of 0.75% to 1.75% or at an adjusted SOFR rate plus a margin of 1.75% to 2.75% under the Second Amended Credit Agreement, in each case depending on the total net leverage ratio, as defined in the Second Amended Credit Agreement.
The borrowings under the Second Amended Credit Agreement accrue interest at either 53 base rate, described above under “Liquidity and Capital Resources — Indebtedness ,” plus a margin of 0.75% to 1.75% or at an adjusted SOFR rate plus a margin of 1.75% to 2.75% under the Second Amended Credit Agreement, in each case depending on the total net leverage ratio, as defined in the Second Amended Credit Agreement.
Therefore, increases in interest rates may reduce our net income or loss by increasing the cost of debt. As of December 31, 2024, we had convertible senior debt of $496.8 million, net of deferred issuance costs, outstanding.
Therefore, increases in interest rates may reduce our net income or loss by increasing the cost of debt. As of December 31, 2025, we had convertible senior debt of $426.5 million, net of deferred issuance costs, outstanding.

Other RPAY 10-K year-over-year comparisons