SCHEDULE: Veradace Capital Nominates Directors to Repay Holdings Board

Veradace Capital Management and its affiliates have nominated Alexander Vezendan and William Jacobs for election to the Repay Holdings Corp. board, citing material changes in the company's circumstances.

Summary

• Veradace Capital Management LLC, Veradace Partners L.P. (the Fund), Alexander Vezendan, and John Conlin are jointly filing this Schedule 13D, indicating a significant stake in Repay Holdings Corp.
• The Fund beneficially owns 7,190,590 shares of common stock and options to purchase 110,400 shares, totaling 8.5% of the issuer's outstanding Class A Shares as of April 27, 2026.
• Alexander Vezendan directly owns an additional 69,500 Class A Shares, representing 0.1% of the outstanding shares.
• The total beneficial ownership for all reporting persons is 7,260,090 shares and options, representing 8.6% of the outstanding Class A Shares.
• All securities were acquired through open market transactions, funded by the Fund's working capital and Mr. Vezendan's personal savings.
• No borrowed funds were used for these purchases, except for potential margin account usage in the ordinary course of business.
• On April 25, 2026, the Fund nominated Alexander Vezendan and William Jacobs for election at the 2026 Annual Meeting of Stockholders.
• Alexander Vezendan is the Chief Investment Officer at the General Partner of the Fund, and William Jacobs is the CEO of Green Dot Corporation and a former Independent Board Member of Repay Holdings Corp.
• Veradace believes the board has a fiduciary duty to waive the nomination deadline due to material changes in circumstances affecting stockholders.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately significant, indicating potential for strategic shifts and board-level changes, but lacking specific financial performance data or explicit forward-looking guidance to warrant a higher score.

Positives

• Veradace Capital Management, through its affiliates, has taken a significant stake (8.6%) in Repay Holdings Corp., indicating confidence in the company's potential.
• The nomination of Alexander Vezendan and William Jacobs brings experienced individuals to the board, with Vezendan's investment expertise and Jacobs' CEO and former board experience.
• The acquisition of shares and options was funded through working capital and personal savings, with no reliance on significant borrowed funds.
• The reporting persons are acting in concert, potentially leading to a more unified and strategic approach to influencing the company's direction.

Negatives

• The nomination of directors suggests a potential dissatisfaction with the current board's performance or strategic direction, which could lead to board-level conflict.
• The filing implies a 'material change in circumstances' facing stockholders, which is not explicitly detailed but suggests underlying issues.
• The inclusion of options to purchase shares indicates a potential for further dilution or increased stake, depending on exercise and market conditions.

Risks

• Potential for proxy contest or shareholder activism if the board does not waive the nomination deadline or if the nominations are not well-received.
• Uncertainty regarding the 'material change in circumstances' that prompted the nomination, which could represent undisclosed risks or challenges for the company.
• The involvement of activist investors can sometimes lead to short-term focus and strategic shifts that may not align with long-term value creation.
• The company's stock price could be negatively impacted by the uncertainty and potential disruption associated with a board challenge.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from Repay Holdings Corp. However, the nomination of directors by Veradace Capital Management suggests a future focus on potentially influencing the company's strategic direction and governance.

Management Comments

• Veradace believes the board has a fiduciary obligation to waive the deadline for nominations at the 2026 Annual Meeting given the material change in circumstances facing the Issuer's stockholders.

Industry Context

StockSavvy.ai notes that this Schedule 13D filing represents a common tactic in the investment landscape where significant shareholders, often hedge funds or activist investors, seek board representation to influence corporate strategy or unlock shareholder value. The nomination of experienced individuals like a CEO and an investment officer suggests a strategic intent to actively engage with the company's management and governance.

Management Changes

Stakeholder Impact

• Shareholders: May benefit from potential strategic improvements or face uncertainty and potential disruption from board activism.
• Employees: Could experience changes in company strategy or management focus depending on the outcome of the board nominations.
• Management: May face increased scrutiny and pressure to align with the new board's objectives.
• Creditors: Unlikely to be directly impacted in the short term, but long-term strategic shifts could affect the company's financial stability.

Next Steps

• The 2026 Annual Meeting of Stockholders will be a key event to watch for the outcome of the director nominations.
• Shareholders will likely await further communication from Veradace Capital Management regarding their specific plans or concerns for Repay Holdings Corp.
• The Repay Holdings Corp. board will need to respond to the nomination notice, potentially by waiving the deadline or engaging in discussions with Veradace.

Key Dates

Recommendation

This filing indicates a significant shareholder's intent to influence corporate governance through board nominations. While this could lead to positive changes, it also introduces uncertainty and potential for conflict. Without more specific information on the 'material change in circumstances' or Veradace's detailed strategic plans, a 'hold' recommendation is prudent, allowing investors to observe further developments before committing to a stronger position.

Keywords

Schedule 13D, Repay Holdings Corp, Veradace Capital Management, Veradace Partners LP, Alexander Vezendan, John Conlin, William Jacobs, Board Nomination, Shareholder Activism, Beneficial Ownership, Common Stock, Stock Options, SEC Filing