Repay Holdings Corp-A 2026年季度报告

(Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2026OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITIONPERIOD FROMTOCommission File Number 001-38531 Repay Holdings Corporation(Exact name of Registrant as specified in its Charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days. YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act: Large accelerated filer☐Non-accelerated filer☐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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ As of August 5, 2026, there are 89,860,647 shares of the registrant’s Class A common stock, par value $0.0001 per share, outstanding (which numberincludes 6,962,139 shares of unvested restricted stock that have voting rights) and 100 shares of the registrant’s Class V common stock, par value of $0.0001 pershare, outstanding. As of August 5, 2026, the holders of such outstanding shares of Class V common stock also hold 5,285,883 units in a subsidiary of the registrantand such units are exchangeable into shares of the registrant’s Class A common stock on a one-for-one basis. REPAY HOLDINGS CORPORATIONQuarterly Report on Form 10‑QFor the quarter ended June 30, 2026 TABLE OF CONTENTS PART I – FINANCIAL INFORMATIONItem 1.Condensed Consolidated Financial Statements1Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 3.Quantitative and Qualitative Disclosures About Market Risk44Item 4.Controls and Procedures45PART II – OTHER INFORMATIONItem 1.Legal Proceedings46Item 1A.Risk Factors46Item 2.Unregistered Sales of Equity Securities and Use of Proceeds48Item 3.Defaults Upon Senior Securities48Item 4.Mine Safety Disclosures49Item 5.Other Information49Item 6.Exhibits49Signatures51 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements reflect our current views with respect to, among other things, anticipated benefits from our recent acquisitions,expected demand on our product offerings, including further implementation of electronic payment options and statementsregarding our market and growth opportunities, and our business strategy and the plans and objectives of management for futureoperations. You generally can identify these statements by the use of words such as “outlook,” “potential,” “continue,” “may,”“seek,” “approximately,” “predict,” “believe,” “expect,” “plan,” “intend,” “estimate” or “anticipate” and similar expressions or thenegative versions of these words or comparable words, as well as future or conditional verbs such as “will,” “should,” “would,”“likely” and “could.” These statements may be found under Part I, Item 2 “Management’s Discussion and Analysis of FinancialCondition and Results of Operations” and elsewhere, and are subject to certain risks and uncertainties that could cause actual resultsto differ materially from those included in the forward-looking statements. These risks and uncertainties include, but are not limitedto: the inability to integrate and/or realize the benefits of the KUBRA (as defined below) transaction, including expected synergies;that the KUBRA Acquisition (as defined below) could disrupt the Company’s relationships with customers, employees or otherbusiness partners; the impact, cost and effect of actions by activist stockholders; the risk that our stockholder rights plan may delay,discourage or prevent a change of control or acquisition of the Company, even if such action may be considered beneficial by somestockholders; exp