Repay Holdings Corp Files Amended 2025 Annual Report: Key Highlights for Investors

Overview

Repay Holdings Corp (“REPAY”) has filed its Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This amendment includes critical updates primarily focused on executive compensation, governance, and key financial results for the year. The amendment was filed to provide information previously omitted from the original 10-K, particularly disclosures required by Items 10–14 of Part III, including directors and executive officers, executive compensation, and corporate governance matters.

Key Financial and Operational Highlights

• Revenue Decrease and Normalized Growth: Revenue decreased approximately 1% year-over-year. However, normalized revenue growth was 3% year-over-year, highlighting adjustments for non-recurring items or divestitures.
• Business Payments Segment Growth: Business Payments normalized revenue grew by approximately 22% year-over-year, demonstrating strong performance in a key strategic area.
• Profitability Metrics: Adjusted EBITDA margin reached approximately 42%, indicating strong operational efficiency. Free Cash Flow Conversion was reported at approximately 38%.
• Strategic Partnerships: REPAY added 14 new integrated software partners during the year, bringing the total to 294 software relationships by year-end, reinforcing its ecosystem and recurring revenue streams.

Leadership and Corporate Changes

• Executive Changes: The company reinforced its leadership structure in 2025. Notably, a new Chief Financial Officer, Mr. Houser, was appointed effective September 8, 2025, following the resignation of former CFO Mr. Murphy in May 2025. The company also saw the departure of its President, Mr. Sullivan.
• Board Composition: The Board and its committees (audit, compensation, nominating and governance) remained active, with committee memberships and independence confirmed. There were no Section 16(a) reporting delinquencies among executive officers or directors during 2025.
• Corporate Governance: REPAY maintains a robust Code of Ethics and an insider trading policy, with all executive officers and directors reported in compliance. The company discourages margin accounts and pledges and prohibits hedging or speculative transactions by insiders.

Compensation and Pay-for-Performance Alignment

• Pay-for-Performance Philosophy: The Compensation Committee emphasized pay-for-performance, with executive compensation outcomes reflecting the company’s financial performance. Annual incentive payouts for named executive officers (NEOs) were below target, and performance-based equity awards for the 2023–2025 period resulted in no payout due to below-threshold total shareholder return (TSR) performance.
• CEO Compensation Reduction: In response to shareholder feedback and the company’s stock price underperformance, the Compensation Committee reduced the CEO’s target compensation by \$1,000,000 for 2025. CEO Mr. Morris supported this reduction, underscoring alignment with shareholder interests.
• 2025 Executive Pay Mix: The pay mix for executives remained focused on variable and performance-based compensation. Adjustments were made to base salaries, target annual cash incentives, and long-term equity incentive opportunities, reflecting competitive market data and investor feedback.
• Shareholder Engagement: The Compensation Committee undertook enhanced shareholder outreach in 2025, receiving general support for existing incentive plan designs but also clear input to maintain alignment between pay and performance.

Shareholder and Market Information

• Public Float and Outstanding Shares: As of June 30, 2025, the aggregate market value of public float was approximately \$399.7 million. As of April 15, 2026, there were 89,683,117 shares of Class A common stock outstanding (including 6,882,165 unvested restricted shares with voting rights) and 100 shares of Class V common stock outstanding. Holders of Class V stock also held 5,285,883 subsidiary units, exchangeable one-for-one for Class A shares.
• Trading Symbol and Exchange: REPAY’s Class A common stock trades under the symbol “RPAY” on the NASDAQ Stock Market LLC.

Price Sensitive and Shareholder-Impacting Matters

• Leadership Changes: The appointment of a new CFO and the departure of the President could impact investor confidence and signal strategic shifts—traditionally, such changes can move share prices.
• CEO Pay Cut: The \$1 million reduction in CEO target compensation, tied directly to company performance and shareholder experience, is a strong signal of board responsiveness and alignment with shareholder interests. Such actions can positively influence investor sentiment, especially in periods of stock price underperformance.
• Below-Target Incentive Payouts: The fact that no performance-based equity was paid out due to relative TSR underperformance, and that annual bonuses were below target, underscores the company’s commitment to tying executive rewards to actual performance, addressing potential investor concerns about executive pay practices.
• Revenue and Growth Profile: While headline revenue declined 1%, the normalized growth and robust expansion in Business Payments, coupled with high EBITDA margins and free cash flow, suggest underlying operational strength—elements that can influence valuation and investor outlook.

Conclusion

REPAY’s 2025 10-K/A amendment presents a picture of a company in transition—streamlining its leadership, reinforcing pay-for-performance discipline, and expanding strategic partnerships, all while maintaining solid profitability metrics. Investors should monitor the impact of leadership changes, compensation adjustments, and continued execution of growth strategies on future results and share value.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence or consult a professional advisor before making investment decisions. The information herein is based on the company’s SEC filings as of April 2026 and may not reflect subsequent events or filings.

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