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Item 9A. Controls and Procedures

2025-03-03 compared with 2024-02-29 · 51 added, 28 removed, 184 unchanged (30% of the section changed)

28 unchanged sentences

We intend to disclose any amendment to, or waiver from, a provision of our code of ethics that applies to our Chief Executive Officer, Chief Financial Officer or principal accounting officer by posting such information on the Investors section of our website.

We have adopted an Insider Trading Policy which governs the purchase, sale and/or any other dispositions of our securities by the Company and our directors, officers and employees and is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us.

A copy of the Insider Trading Policy is filed as an exhibit to this Annual Report on Form 10-K.

EXECUTIV E COMPENSATION.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWN ERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required to be included by Item 12 of Form 10-K will be included in our Part III Filing and such information is incorporated by reference herein.

The information required to be included by Item 12 of the Form 10-K will be included in our Part III Filing and such information is incorporated by reference herein.

Equity Compensation Plan Information Table

The following table provides information about the common stock that may be issued upon the exercise of options and rights under all of our existing equity compensation plan as of December 31, 2024:

Plan Category

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

Weighted Average Exercise Price of Outstanding Options, Warrants and Rights

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

Equity Compensation Plans

Approved by Shareholders (1)

Equity Compensation Plans

Not Approved by Shareholders

(1) Reflects the following equity compensation plans:

(A) the Incentive Plan and (B) the Repay Holdings Corporation 2021 Employee Stock Purchase Plan (the “ESPP”).

(2) As of December 31, 2024, the following equity awards were outstanding under the Incentive Plan:

795,468 unvested and 294,462 vested but unexercised PSOs, 2,245,374 unvested PSUs, 130,923 unvested and 442,635 vested but unreleased restricted stock units.

The PSU share numbers are based on the “target” payout level of our outstanding unearned PSUs.

No amounts are included for outstanding purchase rights under the ESPP.

(3) The exercise price of $6.13 per share of Class A common stock only applies to unvested PSOs.

(4) As of December 31, 2024, 9,832,073 shares of our Class A common stock were available for awards under the Current Plan.

This number is based on the “target” payout level of our outstanding unearned PSUs.

Taking into account the maximum potential payout level of our outstanding unearned PSUs, then, as of December 31, 2024, 7,586,699 shares of our Class A common stock were available for awards under our Incentive Plan.

On February 12, 2025, the Compensation Committee determined that the TSR performance thresholds were partially met for the 2022 PSUs.

As a result, 217,174 shares vested and 163,120 shares were forfeited.

As of December 31, 2024, 589,306 shares of our Class A common stock were available for issuance pursuant to rights granted under the ESPP.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

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Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

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001-38531), filed with the SEC on June 20, 2019).

Purchase Agreement, dated October 26, 2020, by and among Repay Holdings, LLC and CPS Holdings, LLC, CPS Media, LLC, DB & AS Enterprises, Inc., and James F.

Hughes, LLC (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K (File No.

001-38531), filed with the SEC on October 27, 2020).

Certificate of Corporate Domestication of Repay Holdings Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K (File No.

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001-38531), filed with the SEC on July 17, 2019).

Amendment to Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (File No.

001-38351), filed with the SEC on June 9, 2022).

Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (001-38531), filed with the SEC on February 24, 2023).

Indenture, dated as of January 19, 2021 between Repay Holdings Corporation and U.S.

Bank National Association (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K (File No.

Amendment to the Certificate of Incorporation of Repay Holdings Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on June 9, 2022).

Second Amended and Restated Bylaws of Repay Holdings Corporation (incorporated by reference to Exhibit 3.3 to the Company’s Form 10-Q filed on August 8, 2024).

Indenture, dated as of January 19, 2021, by and between Repay Holdings Corporation and U.S.

Bank, National Association (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No.

001-38531) filed with the SEC on January 19, 2021).

Description of Registrant’s Securities (incorporated by reference to Exhibit 4.1 of the Company’s Form S-3ASR (Filed No.

Description of Registrant’s Securities (incorporated by reference to Exhibit 4.1 to the Company’s Form S-3 ASR (File No.

333-266158) filed with the SEC on July 15, 2022).

Indenture, dated July 8, 2024, by and between Repay Holdings Corporation and U.S.

Bank Trust Company, National Association (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No.

001-38531) filed with the SEC on July 8, 2024).

Form of 2.875% Convertible Senior Note due 2029 (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No.

001-38531) filed with the SEC on July 8, 2024).

Exchange Agreement, dated July 11, 2019, by and among the Company, Repay and the other holders of Class A units of Repay (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No.

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001-385311), filed with the SEC on May 10, 2021).

Amended and Restated Revolving Credit Agreement, dated February 3, 2021, by and among Repay Holdings Corporation, Hawk Parent Holdings LLC, Truist Bank, as Administrative Agent, and the other parties thereto (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No.

001-38531), filed with the SEC on February 5, 2021).

Limited Consent, Waiver and First Amendment to Amended and Restated Revolving Credit Agreement, dated June 15, 2021, by and among Repay Holdings Corporation, Hawk Parent Holdings LLC, Truist Bank, as administrative agent, and the other parties thereto (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No.

001-38531), filed with the SEC on January 3, 2022).

Second Amendment to Amended and Restated Revolving Credit Agreement, dated December 29, 2021, by and among Repay Holdings Corporation, Hawk Parent Holdings LLC, Truist Bank, as Administrative Agent, and the other parties thereto (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No.

001-38531), filed with the SEC on January 3, 2022).

Third Amendment to Amended and Restated Revolving Credit Agreement, dated February 9, 2023, by and among Repay Holdings Corporation, Hawk Parent Holdings, LLC, Truist Bank, as Administrative Agent, and the other parties thereto (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No.

001-38531), filed with the SEC on February 10, 2023).

Second Amended and Restated Revolving Credit Agreement, dated July 10, 2024, by and among Repay Holdings Corporation, Hawk Parent Holdings LLC, Truist Bank, as Administrative Agent, and the other parties thereto (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No.001-38531), filed with the SEC on July 11, 2024).

Form of Base Capped Call Confirmation (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No.001-38531), filed with the SEC on July 08, 2024).

Form of Additional Capped Call Confirmation (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (File No.001-38531), filed with the SEC on July 08, 2024).

Repay Holdings Corporation Omnibus Incentive Plan, effective as of July 11, 2019 (incorporated by reference to Exhibit 10.10 to the Company’s Form 8-K (File No.

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001-38531), filed with the SEC on April 27, 2022).

Second Amended and Restated Repay Holdings Corporation Omnibus Incentive Plan (as Amended and Restated Effective as of May 30, 2024) (incorporated by reference to Annex A to the Company's proxy statement (File No.

001-38531), filed with the SEC on April 19, 2024).

Employment Agreement, dated January 21, 2019, between M & A Ventures, LLC and John Morris (incorporated by reference to Exhibit 10.24 of the Company’s Form S-4 (Registration No.

38 unchanged sentences

001-38531), filed with the SEC on May 10, 2023).

Repay Holdings Corporation Form of Restricted Stock Award Agreement (Time Vested) (incorporated by reference to Exhibit 10.17 to the Company’s Form 8-K (File No.

001-38531), filed with the SEC on July 17, 2019).

Repay Holdings Corporation Form of Restricted Stock Unit Agreement between the Company and the Grantee named therein (incorporated by reference to Exhibit 10.13 of the Company’s Form 10-Q (File No.

001-38531), filed with the SEC on November 14, 2019).

Repay Holdings Corporation Summary of Non-Employee Director Compensation, as of April 1, 2022.

Repay Holdings Corporation Summary of Non-Employee Director Compensation, as of April 1, 2022 (incorporated by reference to Exhibit 10.26 of the Company’s Form 10-K (File No.

001- 38531) filed on March 01, 2022).

Repay Holdings Corporation Form of Restricted Stock Award Agreement between the Company and the Grantee named therein (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No.

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001-38531) filed with the SEC on April 17, 2020).

Repay Holdings Corporation Form of Restricted Stock Award Agreement (2022) (incorporated by reference to Exhibit 10.30 of the Company’s Form 10-K (File No.

001-38531) filed with the SEC on March 1, 2022).

Form of Restricted Stock Award Agreement between the Company and the Grantee named therein (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (File No.

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001- 38531) filed on March 23, 2023).

Form of Performance-Based Restricted Stock Units Award Agreement (Adjusted EBITDA) between the Company and the Grantee named therein

Form of Performance-Based Restricted Stock Units Award Agreement (Adjusted EBITDA) between the Company and the Grantee named therein (incorporated by reference to Exhibit 10.39 of the Company’s Form 10-K (File No.

001- 38531) filed on February 29, 2024).

Insider Trading Policy

Subsidiaries of the registrant

6 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Policy Relating to Recovery of Erroneously Awarded Compensation.

Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 of the Company’s Form 10-K (File No.

001- 38531) filed on February 29, 2023).

Interactive Data File

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Repay Holdings Corporation

February 29, 2024

March 3, 2025

/s/ John Morris

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities as of February 29, 2024.

/s/ John Morris

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures