Repay Holdings Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

REPAY HOLDINGS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 12, 2026, Hawk Parent Holdings LLC (the “Borrower”), a subsidiary of Repay Holdings Corporation (the “Company”), entered into the First Amendment to Credit Agreement (the “Amendment”) to the Credit Agreement, dated as of June 1, 2026 (the “Credit Agreement”), among the Borrower, the Company, the guarantors party thereto, the lenders party thereto and Truist Bank, as administrative agent.

The Amendment was entered into in connection with the post-closing syndication of the credit facilities established under the Credit Agreement. The Amendment does not change the aggregate commitments under the credit facilities or the interest rate margins applicable thereto. Among other changes, the Amendment modifies the maturity provisions applicable to the term loan facility, including reducing the stated maturity of the term loan facility by one year, from June 1, 2033 to June 1, 2032, and revising certain provisions relating to the springing maturity applicable to the Company’s 2.875% Convertible Senior Notes due 2029.

Except as expressly amended by the Amendment, the Credit Agreement remains in full force and effect.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.