PAR Technology Corporation Announces \$250 Million Convertible Notes Offering – Key Details and Implications for Investors

Overview of the Offering

PAR Technology Corporation (NYSE: PAR) has announced the pricing of a private offering of \$250 million aggregate principal amount of 4.00% Convertible Senior Notes due 2031. The notes will be sold exclusively to qualified institutional buyers under Rule 144A of the Securities Act of 1933.
The company has also granted the initial purchasers a 13-day option to purchase up to an additional \$15 million of notes, potentially increasing the total offering size to \$265 million if fully exercised. The sale is expected to close on March 17, 2026, subject to customary closing conditions.

Key Terms of the Convertible Notes

• Interest Rate: 4.00% per year, paid semiannually in arrears on March 15 and September 15, starting September 15, 2026.
• Maturity Date: March 15, 2031, unless earlier converted, redeemed, or repurchased.
• Conversion Features:
  • Initial conversion rate of 52.5762 shares per \$1,000 principal amount (equivalent to a conversion price of \$19.02 per share).
  • This represents a 20% premium over the last reported sale price of \$15.85 per share (NY Stock Exchange, March 12, 2026).
  • Convertible at the holder’s option under certain circumstances before December 15, 2030, and at any time thereafter up to the maturity date.
  • Upon conversion, PAR can settle in cash, shares, or a combination of both.
  • Conversion rate may be increased for holders who convert in connection with certain corporate events or redemptions.
• Redemption Terms:
  • Not redeemable at the company’s option before March 20, 2029.
  • Redeemable at 100% of principal plus accrued interest after March 20, 2029, if PAR’s stock price is at least 130% of the conversion price for 20 of any 30 consecutive trading days.
• Ranking: General unsecured obligations of the company.

Use of Proceeds – Impactful for Shareholders

PAR Technology expects net proceeds of approximately \$242.3 million (or \$256.8 million if the option is fully exercised), after deducting fees and expenses. The capital will be allocated as follows:

• Approximately \$207.5 million will be used to repurchase a portion of PAR’s existing 1.50% Convertible Senior Notes due 2027 (“2027 Notes”).
• Approximately \$33.1 million will be used to repurchase 2.09 million shares of common stock from purchasers of the notes at a price of \$15.85 per share (last reported sale price on March 12, 2026).
• The remainder will be used for general corporate purposes, including potential acquisitions or investments in complementary businesses, products, or technologies.

Potential Share Price and Market Impact – Important for Current and Prospective Shareholders

• Repurchase of 2027 Notes: Holders of the 2027 Notes may engage in market activities (including derivatives and equity trading) that could increase or stabilize PAR’s stock price around the time of the offering. This could also affect the trading price and effective conversion price of the new notes.
• Share Repurchase Program: The company’s agreement to repurchase 2.09 million shares in privately negotiated transactions may support or increase the stock price, making this move potentially price-sensitive for investors.
• Financial Advisor Participation: J. Wood Capital Advisors LLC (JWCA), PAR’s financial advisor for this offering, intends to purchase up to \$10 million of PAR shares concurrently at a discount to the closing price. This transaction could also influence the stock’s market price.

Both the share and note repurchases, as well as the JWCA purchase, are expected to increase or prevent a decrease in the market price of PAR’s common stock and the new convertible notes, potentially resulting in a higher effective conversion price for the notes.

Additional Details and Forward-Looking Statements

Note Offering Restrictions: The convertible notes and any shares issued upon conversion are not registered under the Securities Act or any state securities laws and will only be offered to qualified institutional buyers. No public offer or solicitation will be made in jurisdictions where it would be unlawful.

Company Profile: PAR Technology is a leading foodservice technology provider, offering a unified, purpose-built platform for restaurant and retail operations, including point-of-sale, digital ordering, loyalty, payments, and hardware solutions.

Risks and Forward-Looking Statements: The company cautions that its forward-looking statements (including the intended use of proceeds, repurchase plans, and JWCA purchase) are subject to risks and uncertainties such as market conditions, ability to close the offering, and management’s discretion over the use of proceeds. Investors are advised to review PAR’s filings with the SEC for further details on these risks.

Conclusion – Why Investors Should Pay Attention

The announced offering and associated repurchase activities are highly relevant to PAR shareholders as they may:

• Impact both short-term and long-term stock price due to the repurchase of shares and convertible notes.
• Potentially increase the effective conversion price of the new notes.
• Alter the company’s capital structure and liquidity profile.
• Signal management’s intent to optimize capital allocation and possibly pursue strategic acquisitions or investments.

Shareholders should monitor developments around the closing of the offering, the execution of the repurchase programs, and any subsequent market activity that could influence the value of their holdings.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should review all official filings and consult their financial advisors before making investment decisions. PAR Technology’s forward-looking statements are subject to risks and uncertainties as disclosed in its public filings.

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