SCHEDULE: Forager Fund Proposes Repay Holdings Acquisition

Forager Fund, L.P. has submitted a non-binding proposal to acquire all outstanding shares of Repay Holdings Corp. not already owned by the fund at $5.25 per share in cash.

Summary

• Forager Fund, L.P. and its affiliates (collectively, the "Reporting Persons") have submitted a non-binding proposal letter to the Board of Directors of Repay Holdings Corp.
• The proposal, dated June 26, 2026, offers to acquire all outstanding shares of Repay Holdings Corp. not already owned by the Reporting Persons.
• The proposed acquisition price is $5.25 per share, payable in cash.
• The Reporting Persons collectively beneficially own 11,106,648 shares of Repay Holdings Corp. Class A Common Stock, representing approximately 12.4% of the outstanding shares.
• The filing indicates that discussions concerning a transaction may be terminated at any time without prior notice and are subject to various contingencies, including Board approval and satisfaction of conditions in a definitive agreement.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it represents a proposal with significant uncertainty rather than a confirmed transaction or definitive financial results. The outcome is highly dependent on future negotiations and approvals.

Positives

• A clear offer price of $5.25 per share in cash has been proposed, providing a potential exit valuation for shareholders.
• The Reporting Persons, with a 12.4% stake, demonstrate significant existing investment and belief in the company's value.
• The proposal indicates a potential strategic move that could unlock value for shareholders.

Negatives

• The proposal is non-binding, meaning there is no certainty of a transaction.
• The consummation of any transaction is subject to numerous contingencies beyond the Reporting Persons' control, including Board approval and satisfaction of conditions in a definitive agreement.
• Discussions can be terminated at any time without prior notice.

Risks

• The primary risk is that the proposed transaction may not materialize due to the non-binding nature of the proposal and the numerous contingencies involved.
• There is a risk that the company's Board of Directors may not approve the proposal.
• The market price of Repay Holdings Corp. stock could be negatively impacted if the proposed acquisition does not proceed.
• The ongoing discussions and uncertainty surrounding the potential acquisition could distract management and impact business operations.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's future performance. The outlook is entirely focused on the potential acquisition proposal and its uncertain outcome.

Management Comments

• The Reporting Persons delivered a non-binding proposal to the Board of Directors of the Issuer to offer to acquire all of the outstanding shares of the Issuer not already owned by the Reporting Persons at a price of $5.25 per share, payable in cash.
• There can be no assurance that any discussions that may occur between the Reporting Persons and the Issuer with respect to the Proposal will result in the entry into a definitive agreement concerning a transaction or, if such a definitive agreement is reached, will result in the consummation of a transaction provided for in such definitive agreement.
• Discussions concerning a transaction may be terminated at any time and without prior notice.
• Entry into a definitive agreement concerning a transaction and the consummation of any such transaction will be subject to a number of contingencies that are beyond the control of the Reporting Persons, including the approval of the Board of Directors of the Issuer, and the satisfaction of any conditions to the consummation of a transaction set forth in any such definitive agreement.

Industry Context

StockSavvy.ai notes that this filing represents a significant development in the payment processing sector, where consolidation and strategic acquisitions are common. Activist investors or private equity firms often use Schedule 13D filings to signal intentions for significant corporate actions, including takeovers, aiming to unlock shareholder value.

Stakeholder Impact

• Shareholders: Potential for a cash exit at $5.25 per share if the transaction is approved and consummated, but also risk of no transaction occurring.
• Employees: Uncertainty regarding job security and future company direction if an acquisition proceeds.
• Creditors: Potential impact on debt covenants or repayment schedules depending on the structure of any acquisition.
• Suppliers/Customers: Potential changes in business relationships and service continuity if ownership changes.

Next Steps

• The Board of Directors of Repay Holdings Corp. will review the non-binding proposal.
• Discussions may occur between the Reporting Persons and the Issuer regarding the proposal.
• There is a possibility that discussions may be terminated at any time without prior notice.
• If discussions are successful, a definitive agreement may be entered into, subject to various conditions.

Key Dates

Keywords

Repay Holdings Corp, Schedule 13D, Forager Fund, Acquisition Proposal, Tender Offer, Takeover Bid, SEC Filing, Class A Common Stock, Merger, Corporate Action