35 unchanged sentences
Equity Compensation Plan Information Table
−Removed: 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:
+Added: 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 plans as of December 31, 2025:
Plan Category
13 unchanged sentences
(3) The exercise price of $6.13 per share of Class A common stock only applies to unvested PSOs.
−Removed: (4) As of December 31, 2024, 9,832,073 shares of our Class A common stock were available for awards under the Current Plan.
+Added: (4) As of December 31, 2025, 8,338,115 shares of our Class A common stock were available for awards under the Incentive 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, 2025, 5,746,32 shares of our Class A common stock were available for awards under our Incentive Plan.
−Removed: On February 12, 2025, the Compensation Committee determined that the TSR performance thresholds were partially met for the 2022 PSUs.
−Removed: As a result, 217,174 shares vested and 163,120 shares were forfeited.
+Added: On February 10, 2026, the Compensation Committee determined that the TSR performance thresholds were not met for the 2023 PSUs.
+Added: As a result, 973,134 shares were forfeited.
As of December 31, 2025, 414,936 shares of our Class A common stock were available for issuance pursuant to rights granted under the ESPP.
+Added: (5) Represents the inducement award granted to Robert S.
+Added: Houser on September 8, 2025.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
28 unchanged sentences
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).
−Removed: Indenture, dated as of January 19, 2021, by and between Repay Holdings Corporation and U.S.
−Removed: Bank, National Association (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No.
−Removed: 001-38531) filed with the SEC on January 19, 2021).
Description of Registrant’s Securities (incorporated by reference to Exhibit 4.1 to the Company’s Form S-3 ASR (File No.
26 unchanged sentences
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 8, 2024).
−Removed: 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.
−Removed: 001-38531), filed with the SEC on July 17, 2019).
−Removed: Amendment No.
−Removed: 1 to the Repay Holdings Corporation Omnibus Incentive Plan, effective as of September 20, 2019 (incorporated by reference to Exhibit 99.2 to the Company’s Form S-8 (Registration No.
−Removed: 233879), filed with the SEC on September 20, 2019).
Repay Holdings Corporation Omnibus Incentive Plan (as Amended and Restated Effective as of April 14, 2022) (incorporated by reference to Annex A to the Company’s proxy statement (File No.
46 unchanged sentences
001- 38531) filed on March 01, 2022).
−Removed: 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.
−Removed: 001-38531) filed with the SEC on March 17, 2020).
−Removed: Repay Holdings Corporation Form of Performance-Based Restricted Stock Units 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.
−Removed: 001-38531) filed with the SEC on March 17, 2020).
Form of Indemnification Agreement between the Company and the Indemnitee named therein (incorporated by reference to Exhibit 10.32 of the Company’s Form 10-K/A (File No.
8 unchanged sentences
001- 38531) filed on February 29, 2024).
+Added: Employment Agreement, dated August 7, 2025, by and between Repay Management Services LLC and Robert S.
+Added: Houser (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No.
+Added: 001-38531) filed on August 11, 2025).
+Added: Restricted Stock Employment Inducement Award Agreement, dated September 8, 2025, by and between the Company and Robert S.
+Added: Houser (incorporated by reference to Exhibit 10.1 of the Company’s Form S-8 (File No.
+Added: 333-290561) filed on September 26, 2025).
Insider Trading Policy
27 unchanged sentences
(Principal Executive Officer)
−Removed: /s/ Tim Murphy
+Added: /s/ Robert S.
Chief Financial Officer
4 unchanged sentences
(Principal Accounting Officer)
−Removed: /s/ Shaler Alias
−Removed: President, Director
/s/ Peter Kight
3 unchanged sentences
Maryann Goebel
−Removed: /s/ Robert H.
−Removed: /s/ William Jacobs
−Removed: William Jacobs
/s/ Richard Thornburgh
2 unchanged sentences
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.