{"url_path":"/sec/rpay/8-k/2026-06-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1720592/0001193125-26-251442-index.html","accession_number":"0001193125-26-251442","cik":"0001720592","ticker":"RPAY","issuer_name":"Repay Holdings Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1720592/0001193125-26-251442-index.html","primary_entity_key":"0001720592","primary_entity_name":"Repay Holdings Corp"},"word_count":711,"has_tables":true,"body_markdown":"## Item 1.01 Entry into a Material Definitive Agreement.\n\nOn June 1, 2026 (the “Closing Date”), Repay Holdings Corporation (the “Company” or “REPAY”), its wholly owned subsidiary, Hawk Parent Holdings LLC, a Delaware limited liability company (the “Borrower”) and certain subsidiaries of the Company party thereto, as guarantors, entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions party thereto, as lenders, and Truist Bank, as administrative agent.\n\n \n\nThe Credit Agreement provides for (i) a senior secured first lien term loan facility in an aggregate principal amount of $500.0 million (the “Term Loan Facility”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $100.0 million (the “Revolving Credit Facility”), which includes a $15.0 million sublimit for letters of credit and a $15.0 million swingline subfacility. The Revolving Credit Facility is available in U.S. dollars and Canadian dollars, subject to a cap on Canadian dollar borrowings. The Credit Agreement permits the Borrower to increase the principal amount of the Term Loan Facility or the Revolving Credit Facility subject to certain restrictions and conditions.\n\n \n\nBorrowings under the Credit Agreement bear interest, at the Borrower’s option, at either (i) a term SOFR-based rate plus an applicable margin or (ii) a base rate plus an applicable margin, in each case as set forth in the Credit Agreement. The applicable margin under the Term Loan Facility is 5.5% for term SOFR loans and 4.5% for base rate loans, and the applicable margin under the Revolving Credit Facility is initially 4.25% for term SOFR loans and 3.25% for base rate loans, with the Revolving Credit Facility margin subject to certain adjustments as set forth in the Credit Agreement.\n\n \n\nThe Term Loan Facility matures on the earlier of (a) the seventh anniversary of the Closing Date and (b) the date that is 91 days prior to the maturity date of the Company’s 2.875% Convertible Senior Notes due 2029 (subject to certain exceptions for adequate liquidity). The maturity date of the Term Loan Facility may be extended, subject to certain terms and conditions. The Term Loan Facility is subject to scheduled quarterly amortization, with the balance due at maturity.\n\n \n\nThe Revolving Credit Facility matures on the earlier of (a) the fifth anniversary of the Closing Date, (b) the date that is 182 days prior to the maturity date of the Company’s 2.875% Convertible Senior Notes due 2029 (subject to certain exceptions for adequate liquidity) and (c) the date that is 91 days prior to the maturity date of the Company’s 2.875% Convertible Senior Notes due 2029 (subject to certain exceptions for adequate liquidity). The Credit Agreement includes customary provisions regarding mandatory and voluntary prepayments and commitment reductions.\n\n \n\nThe obligations under the Credit Agreement are guaranteed on a senior secured basis by the Company and certain of its existing and future subsidiaries, subject to certain exceptions, and are secured by a security interest in substantially all of the assets of the Borrower and the guarantors, subject to customary exceptions and limitations.\n\n \n\nThe Credit Agreement contains certain covenants, including affirmative and operational covenants and restrictive covenants regarding, among other matters, the incurrence of debt, the incurrence of liens, investments, mergers, dispositions and specified uses of cash (including payment of dividends and distributions). The Credit Agreement also contains a covenant requiring the Company to maintain a maximum total net leverage ratio of 6.10 to 1.00.\n\n \n\nThe Company used the proceeds of the Term Loan Facility, together with cash on hand, to finance the purchase price of its previously announced acquisition of KUBRA (defined below) as described in Item 2.01 of this Current Report on Form 8-K, to refinance in full all obligations under the Company’s existing credit agreement described in Item 1.02 of this Current Report on Form 8‑K, to repay or otherwise satisfy certain indebtedness of KUBRA and to pay related fees, costs and expenses. The Revolving Credit Facility will be available for working capital needs, permitted acquisitions and capital expenditures and for other general corporate purposes.\n\n \n\nThe foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference."}