{"url_path":"/sec/rpay/8-k/2026-07-14/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":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1720592/0001193125-26-303158-index.html","accession_number":"0001193125-26-303158","cik":"0001720592","ticker":"RPAY","issuer_name":"Repay Holdings Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1720592/0001193125-26-303158-index.html","primary_entity_key":"0001720592","primary_entity_name":"Repay Holdings Corp"},"word_count":259,"has_tables":true,"body_markdown":"## Item 1.01 Entry into a Material Definitive Agreement.\n\nOn July 13, 2026, Repay Holdings Corporation (the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with PCP Managers II, L.P.\n\nPursuant to the Cooperation Agreement, the Board of Directors of the Company (the “Board”) (i) increased the size of the Board from six (6) to seven (7) members and (ii) appointed Zachary F. Sadek to the Board to fill the newly created vacancy resulting from the increase in the size of the Board, effective July 13, 2026, with an initial term expiring at the Company’s 2027 annual meeting of stockholders (including any adjournments, postponements, reschedulings or continuations thereof, the “2027 Annual Meeting”). The Company further agreed to nominate Mr. Sadek as a candidate for election to the Board at the 2027 Annual Meeting, provided that such obligation will terminate automatically upon Mr. Sadek’s departure from the Board.\n\nThe Cooperation Agreement also contains certain customary standstill restrictions and confidentiality obligations, which will remain in effect until the earlier of (i) thirty (30) calendar days after the date of Mr. Sadek’s departure from the Board and (ii) the first day following the conclusion of the 2027 Annual Meeting, subject to certain exceptions.\n\nThe information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.\n\nThe foregoing description does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference."}