{"url_path":"/sec/rpay/8-k/2026-07-14/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","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":392,"has_tables":true,"body_markdown":"## Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nPursuant to the Cooperation Agreement described in Item 1.01 above, the Board appointed Mr. Sadek as a member of the Board, effective July 13, 2026, with an initial term expiring at the 2027 Annual Meeting.\n\nMr. Sadek, age 46, is a Senior Partner at Parthenon Capital Partners (“Parthenon Capital”), an affiliate of one of the Company’s largest stockholders. He has more than two decades of experience investing in and advising companies across the payments, financial technology, business services and software sectors. Prior to joining Parthenon Capital in 2004, Mr. Sadek worked in investment banking at Dresdner Kleinwort Wasserstein (f/k/a Wasserstein Perella) in Chicago, where he served as an analyst specializing in mergers and acquisitions. Mr. Sadek currently serves on the board of directors of BirchStreet, Cardworks, DaySmart, eSecLending, eTix, KBRA, Libra Solutions, Pavilion Payments, Payroc World Access, and Zelis and has previously served as a board member of several technology and services companies. He earned his A.B. with Honors and A.M. from the University of Chicago and his M.B.A. from Columbia Business School.\n\nUpon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board has determined that Mr. Sadek qualifies as an “independent director” as defined under the NASDAQ Stock Market LLC listing standards and the Company’s director independence standards, as adopted by the Board.\n\nIn connection with his service as a director, Mr. Sadek is eligible to participate in the Company’s compensation arrangements for non-employee directors as in effect from time to time, as described in the Company’s annual proxy statement filed with the U.S. Securities and Exchange Commission on May 11, 2026. Mr. Sadek will also enter into the Company’s standard form of indemnification agreement for directors.\n\nOther than the Cooperation Agreement, there are no arrangements or understandings between Mr. Sadek and any other persons pursuant to which Mr. Sadek was appointed as a member of the Board, and Mr. Sadek does not have any transactions with the Company reportable under Item 404(a) of Regulation S-K. Additionally, there is no family relationship between any director or executive officer of the Company and Mr. Sadek.\n\nThe information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference."}