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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30,
2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
Commission File Number
001-38531
Repay Holdings Corporation
(Exact name of Registrant as specified in its Charter)
Delaware
98-1496050
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3060 Peachtree Road NW
,
Suite 1100
Atlanta
,
GA
30305
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (
404
)
504-7472
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share
RPAY
The
NASDAQ
Stock Market LLC
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒
No
☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Yes
☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐
No
☒
As of November 6, 2025, there are
86,062,133
shares of the registrant’s Class A common stock, par value $0.0001 per share, outstanding (which number includes 4,477,781 shares of unvested restricted stock that have voting rights) and
100
shares of the registrant’s Class V common stock, par value of $0.0001 per share, outstanding. As of November 6, 2025, the holders of such outstanding shares of Class V common stock also hold 5,285,883 units in a subsidiary of the registrant and such units are exchangeable into shares of the registrant’s Class A common stock on a one-for-one basis.
This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements reflect our current views with respect to, among other things, anticipated benefits from our recent acquisitions, expected demand on our product offerings, including further implementation of electronic payment options and statements regarding our market and growth opportunities, and our business strategy and the plans and objectives of management for future operations. You generally can identify these statements by the use of words such as “outlook,” “potential,” “continue,” “may,” “seek,” “approximately,” “predict,” “believe,” “expect,” “plan,” “intend,” “estimate” or “anticipate” and similar expressions or the negative versions of these words or comparable words, as well as future or conditional verbs such as “will,” “should,” “would,” “likely” and “could.” These statements may be found under Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere, and are subject to certain risks and uncertainties that could cause actual results to differ materially from those included in the forward-looking statements. These risks and uncertainties include, but are not limited to: exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending, including bank failures or other adverse events affecting financial institutions, inflationary pressures, evolving U.S. trade policies, U.S. government shutdown, general economic slowdown or recession; changes in the payment processing market in which we compete, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that we target, including the regulatory environment applicable to our clients; the ability to retain, develop and hire key personnel; risks relating to our relationships within the payment ecosystem; risk that we may not be able to execute our growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to us; the risk that we may not be able to maintain effective internal controls; and those risks described under Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024. The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we disclaim any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements.
Current tax receivable agreement ($
0
and $
2,413
held for related parties as of September 30, 2025 and December 31, 2024, respectively)
—
16,337
Other current liabilities
769
267
Total current liabilities
222,280
102,247
Long-term debt
279,536
496,778
Noncurrent operating lease liabilities
9,158
10,507
Tax receivable agreement, net of current portion ($
22,337
and $
25,134
held for related parties as of September 30, 2025 and December 31, 2024, respectively)
197,568
187,308
Other liabilities
2,533
1,899
Total noncurrent liabilities
488,795
696,492
Total liabilities
$
711,075
$
798,739
Commitments and contingencies (Note 9)
Stockholders' equity
Class A common stock, $
0.0001
par value;
2,000,000,000
shares authorized;
94,946,499
issued and
81,570,610
outstanding as of September 30, 2025;
93,732,227
issued and
88,239,494
outstanding as of December 31, 2024
8
9
Class V common stock, $
0.0001
par value;
1,000
shares authorized and
100
shares issued and outstanding as of September 30, 2025 and December 31, 2024
—
—
Treasury stock,
13,375,889
and
5,492,733
as of September 30, 2025 and December 31, 2024, respectively
(
92,033
)
(
53,782
)
Additional paid-in capital
1,159,367
1,148,871
Accumulated deficit
(
450,438
)
(
333,826
)
Total Repay stockholders' equity
$
616,904
$
761,272
Non-controlling interests
5,510
11,897
Total equity
$
622,414
$
773,169
Total liabilities and equity
$
1,333,489
$
1,571,908
See accompanying notes to condensed consolidated financial statements.
1
REPAY HOLDINGS CORPORATION
Condensed Consolidated Statem
ents of Operations
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
($ in thousands, except per share data)
2025
2024
2025
2024
Revenue
$
77,725
$
79,145
$
230,676
$
234,771
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)
19,935
17,584
57,003
53,080
Selling, general and administrative
35,159
36,707
105,010
108,963
Depreciation and amortization
25,640
25,529
76,415
79,328
Impairment loss
—
—
103,781
—
Total operating expenses
80,734
79,820
342,209
241,371
Loss from operations
(
3,009
)
(
675
)
(
111,533
)
(
6,600
)
Other income (expense)
Interest income
911
1,608
3,464
4,363
Interest expense
(
3,085
)
(
2,918
)
(
9,279
)
(
4,739
)
Gain on extinguishment of debt
1,374
13,136
1,374
13,136
Change in fair value of tax receivable liability
(
4,607
)
(
6,479
)
(
10,138
)
(
12,758
)
Other income (loss), net
(
9
)
67
(
262
)
62
Total other income (expense)
(
5,416
)
5,414
(
14,841
)
64
Income (loss) before income tax benefit (expense)
(
8,425
)
4,739
(
126,374
)
(
6,536
)
Income tax benefit (expense)
1,808
(
1,524
)
3,557
149
Net income (loss)
$
(
6,617
)
$
3,215
$
(
122,817
)
$
(
6,387
)
Less: Net loss attributable to non-controlling interests
(
203
)
(
28
)
(
6,205
)
(
347
)
Net income (loss) attributable to the Company
$
(
6,414
)
$
3,243
$
(
116,612
)
$
(
6,040
)
Income (loss) per Class A share attributable to the Company:
Basic
$
(
0.08
)
$
0.04
$
(
1.34
)
$
(
0.07
)
Diluted
$
(
0.08
)
$
0.03
$
(
1.34
)
$
(
0.07
)
Weighted-average shares outstanding:
Basic
82,579,954
88,263,285
86,720,963
90,426,364
Diluted
82,579,954
103,129,907
86,720,963
90,426,364
See accompanying notes to condensed consolidated financial statements.
2
REPAY HOLDINGS CORPORATION
Condensed Consolidated Statements of Changes in Equity
(Unaudited)
Repay Stockholders
Class A Common
Stock
Class V Common
Stock
Additional
Paid-In
Treasury
Accumulated
Non-controlling
Total
($ in thousands)
Shares
Amount
Shares
Amount
Capital
Stock
Deficit
Interests
Equity
Balance at June 30, 2024
91,571,033
$
9
100
$
-
$
1,160,879
$
(
12,528
)
$
(
332,953
)
$
15,318
$
830,725
Exchange of Post-Merger Repay Units
115,615
-
-
304
-
-
(
304
)
-
Release of share awards vested under Incentive Plan
72,570
-
-
-
-
-
-
-
Tax withholding related to shares vesting under Incentive Plan
(
21,217
)
-
-
(
231
)
-
-
-
(
231
)
Treasury shares repurchased
(
4,076,223
)
-
-
(
360
)
(
41,254
)
-
37
(
41,577
)
Stock options exercised
58,892
-
-
396
(
1
)
395
Stock-based compensation
-
-
-
6,467
-
-
-
6,467
Purchase of capped calls related to issuance of the 2029 Notes
-
-
-
(
29,295
)
-
-
-
(
29,295
)
Net income (loss)
-
-
-
-
-
3,243
(
28
)
3,215
Balance at September 30, 2024
87,720,670
$
9
100
$
-
$
1,138,160
$
(
53,782
)
$
(
329,710
)
$
15,022
$
769,699
Balance at June 30, 2025
84,629,308
$
9
100
$
-
$
1,154,141
$
(
76,427
)
$
(
444,024
)
$
5,705
$
639,404
Exchange of Post-Merger Repay Units
3,660
-
-
4
-
-
(
4
)
-
Release of share awards vested under Incentive Plan
79,191
-
-
-
-
-
-
-
Tax withholding related to shares vesting under Incentive Plan
(
22,859
)
-
-
(
121
)
-
-
-
(
121
)
Treasury shares repurchased
(
3,118,690
)
(
1
)
-
(
165
)
(
15,606
)
-
12
(
15,760
)
Stock options exercised
-
-
-
-
-
-
-
-
Stock-based compensation
-
-
-
5,508
-
-
-
5,508
Net loss
-
-
-
-
-
(
6,414
)
(
203
)
(
6,617
)
Balance at September 30, 2025
81,570,610
$
8
100
$
-
$
1,159,367
$
(
92,033
)
$
(
450,438
)
$
5,510
$
622,414
See accompanying notes to condensed consolidated financial statements.
3
REPAY HOLDINGS CORPORATION
Condensed Consolidated Statements of Changes in Equity
(Unaudited) (Continued)
Repay Stockholders
Class A Common
Stock
Class V Common
Stock
Additional
Paid-In
Treasury
Accumulated
Non-controlling
Total
($ in thousands)
Shares
Amount
Shares
Amount
Capital
Stock
Deficit
Interests
Equity
Balance at December 31, 2023
90,803,984
$
9
100
$
-
$
1,151,324
$
(
12,528
)
$
(
323,670
)
$
15,653
$
830,788
Exchange of Post-Merger Repay Units
115,615
-
-
304
-
-
(
304
)
-
Release of share awards vested under Incentive Plan and ESPP
1,098,165
-
-
1
-
-
(
1
)
-
Tax withholding related to shares vesting under Incentive Plan and ESPP
(
279,763
)
-
-
(
2,726
)
-
-
6
(
2,720
)
Treasury shares repurchased
(
4,076,223
)
-
-
(
360
)
(
41,254
)
-
37
(
41,577
)
Stock options exercised
58,892
-
-
396
-
-
(
1
)
395
Stock-based compensation
-
-
-
18,516
-
-
(
21
)
18,495
Purchase of capped calls related to issuance of the 2029 Notes
-
-
-
(
29,295
)
-
-
-
(
29,295
)
Net loss
-
-
-
-
-
(
6,040
)
(
347
)
(
6,387
)
Balance at September 30, 2024
87,720,670
$
9
100
$
-
$
1,138,160
$
(
53,782
)
$
(
329,710
)
$
15,022
$
769,699
Balance at December 31, 2024
88,239,494
$
9
100
$
-
$
1,148,871
$
(
53,782
)
$
(
333,826
)
$
11,897
$
773,169
Exchange of Post-Merger Repay Units
93,660
-
-
201
-
-
(
201
)
-
Release of share awards vested under Incentive Plan and ESPP
1,618,254
-
-
-
-
-
-
-
Tax withholding related to shares vesting under Incentive Plan and ESPP
(
497,642
)
-
-
(
3,437
)
-
-
4
(
3,433
)
Treasury shares repurchased
(
7,883,156
)
(
1
)
-
(
186
)
(
38,251
)
-
33
(
38,405
)
Stock-based compensation
-
-
-
13,918
-
-
(
18
)
13,900
Net loss
-
-
-
-
-
(
116,612
)
(
6,205
)
(
122,817
)
Balance at September 30, 2025
81,570,610
$
8
100
$
-
$
1,159,367
$
(
92,033
)
$
(
450,438
)
$
5,510
$
622,414
See accompanying notes to condensed consolidated financial statements.
4
REPAY HOLDINGS CORPORATION
Condensed Consolidated Statem
ents of Cash Flows
(Unaudited)
Nine Months Ended September 30,
($ in thousands)
2025
2024
Cash flows from operating activities
Net loss
$
(
122,817
)
$
(
6,387
)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
76,415
79,328
Stock based compensation
13,900
18,495
Amortization of debt issuance costs
2,397
2,185
Gain on extinguishment of debt
(
1,374
)
(
13,136
)
Other loss
267
—
Fair value change in tax receivable agreement liability
10,138
12,758
Impairment loss
103,781
—
Deferred tax benefit
(
3,557
)
(
149
)
Change in accounts receivable
(
265
)
(
5,107
)
Change in prepaid expenses and other
418
279
Change in operating lease ROU assets
1,480
(
3,541
)
Change in other assets
(
2,354
)
—
Change in accounts payable
(
5,922
)
6,762
Change in accrued expenses and other
(
4,846
)
19,339
Change in operating lease liabilities
(
1,002
)
3,281
Change in other liabilities
1,136
1,731
Net cash provided by operating activities
67,795
115,838
Cash flows from investing activities
Purchases of property and equipment
(
199
)
(
782
)
Capitalized software development costs
(
32,246
)
(
33,278
)
Net cash used in investing activities
(
32,445
)
(
34,060
)
Cash flows from financing activities
Issuance of long-term debt
—
287,500
Payments on long-term debt
(
71,976
)
(
205,150
)
Payments of debt issuance costs
—
(
9,350
)
Payments for tax withholding related to shares vesting under Incentive Plan and ESPP
(
3,433
)
(
2,720
)
Treasury shares repurchased
(
38,405
)
(
41,577
)
Stock options exercised
—
395
Purchase of capped calls related to issuance of the 2029 Notes
—
(
39,186
)
Payment of Tax Receivable Agreement (“TRA”)
(
16,337
)
(
580
)
Net cash used in financing activities
(
130,151
)
(
10,668
)
(Decrease) increase in cash, cash equivalents and restricted cash
(
94,801
)
71,110
Cash, cash equivalents and restricted cash at beginning of period
$
236,709
$
144,145
Cash, cash equivalents and restricted cash at end of period
$
141,908
$
215,255
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest
$
9,114
$
643
Income taxes (net of refunds received)
$
1,703
$
2,045
Reconciliation of cash, cash equivalents and restricted cash in the Condensed Consolidated Balance Sheets to the amounts shown in the Condensed Consolidated Statements of Cash Flows:
Cash and cash equivalents
$
95,691
$
168,715
Current restricted cash
34,595
30,818
Noncurrent restricted cash
11,622
15,722
Total cash, cash equivalents and restricted cash as shown in the Condensed Consolidated Statements of Cash Flows
$
141,908
$
215,255
See accompanying notes to condensed consolidated financial statements.
5
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
1. Organizational Structure and Corporate Information
Repay Holdings Corporation was incorporated as a Delaware corporation on July 11, 2019 in connection with the closing of a transaction (the “Business Combination”) pursuant to which Thunder Bridge Acquisition Ltd., a special purpose acquisition company organized under the laws of the Cayman Islands (“Thunder Bridge”), (a) domesticated into a Delaware corporation and changed its name to “Repay Holdings Corporation” and (b) consummated the merger of a wholly owned subsidiary of Thunder Bridge with and into Hawk Parent Holdings, LLC, a Delaware limited liability company (“Hawk Parent”).
Throughout this section, unless otherwise noted or unless the context otherwise requires, the terms “we”, “us”, “Repay” and the “Company” and similar references refer to Repay Holdings Corporation and its consolidated subsidiaries.
The Company is headquartered in Atlanta, Georgia.
2. Basis of Presentation and Summary of Significant Accounting Policies
These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited condensed consolidated financial statements and accompanying notes, which are included in the Annual Report on Form 10-K for the year ended December 31, 2024.
The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with instructions to Form 10-Q and Rule 10-01 of SEC Regulation S-X as they apply to interim financial information. Accordingly, the interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading. The Company uses the accrual basis of accounting whereby revenues are recognized when earned, usually upon the date services are rendered, and expenses are recognized at the date services are rendered or goods are received.
The interim condensed consolidated financial statements are unaudited, but in the Company’s opinion include all adjustments of a normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments, operations and cash flows as of and for the periods presented. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Repay Holdings Corporation and its majority-owned subsidiary, Hawk Parent Holdings LLC, along with Hawk Parent Holdings LLC’s wholly owned subsidiaries: Hawk Intermediate Holdings, LLC, Hawk Buyer Holdings, LLC, Repay Holdings, LLC, M&A Ventures, LLC, Repay Management Holdco Inc., Repay Management Services LLC, Sigma Acquisition, LLC, Wildcat Acquisition, LLC, Marlin Acquirer, LLC, REPAY International LLC, REPAY Canada Solutions ULC, TriSource Solutions, LLC (“TriSource”), Mesa Acquirer, LLC, CDT Technologies LTD (“Ventanex”), Viking GP Holdings, LLC, cPayPlus, LLC (“cPayPlus”), CPS Payment Services, LLC, Media Payments, LLC, Custom Payment Systems, LLC, Electronic Payment Providers, LLC, Internet Payment Exchange, LLC, Stratus Payment Solutions, LLC, Clear Payment Solutions, LLC, Harbor Acquisition LLC
,
Payix Holdings Incorporated and Payix Incorporated. All significant intercompany accounts and transactions have been eliminated in consolidation.
Reclassifications
The Company changed its presentation for Interest income (expense), net to Interest income and Interest expense within the Consolidated Statements of Operations. Prior period amounts have been revised to conform to the current presentation.
6
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported Condensed Consolidated Statements of Operations during the reporting period. Actual results could differ materially from those estimates.
Segment Reporting
The Company reports operating results through
two
reportable segments: (1) Consumer Payments and (2) Business Payments, as further discussed in Note 13. Segments.
Recently Issued Accounting Pronouncements not yet Adopted
Income Taxes
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “
Income Taxes (Topic 740): Improvements to Income Tax Disclosure
s” (“ASU 2023-09”). ASU 2023-09 requires public business entities on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the effects of ASU No. 2023-09 on its Consolidated Financial Statements.
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “
Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)
” (“ASU 2024-03”). ASU 2024-03 requires an entity to disclose specified information about certain costs and expenses in the notes to financial statements at each interim and annual reporting period. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, with early adoption permitted. The Company is currently in the process of evaluating the effects of ASU 2024-03 on its Consolidated Financial Statements.
Induced Conversions of Convertible Debt Instruments
In November 2024, the FASB issued Accounting Standards Update No. 2024-04, “
Debt - Debt with Conversion and Other Options (Subtopic 470-20)
” (“ASU 2024-04”). ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. ASU 2024-04 is effective for annual periods beginning after December 15, 2025, with early adoption permitted for all entities that have adopted the amendments in Accounting Standards Update No. 2020-06. The Company is currently in the process of evaluating the effects of ASU 2024-04 on its Consolidated Financial Statements.
Measurement of Credit Losses for Accounts Receivable and Contract Assets
In July 2025, the FASB issued Accounting Standards Update No. 2025-05, “
Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets
” (“ASU 2025-05”). ASU 2025-05 provides (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. ASU 2025-05 is effective for annual periods beginning after December 15, 2025, with early adoption permitted. The Company is currently in the process of evaluating the effects of ASU 2025-05 on its Consolidated Financial Statements.
Accounting for Internal-Use Software
In September 2025, the FASB issued Accounting Standards Update No. 2025-06, “
Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software
” (“ASU 2025-06”). ASU 2025-06 removes all references to prescriptive and sequential software development stages (referred to as “
project
stages”) throughout Subtopic 350-40 and requires an entry to start capitalizing software costs when
7
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
both
of the following occur: (1) Management has authorized and committed to funding the software
project; (2) It is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). ASU 2025-06 is effective for annual periods beginning after December 15, 2027, with early adoption permitted as of the beginning of an annual reporting period. The Company is currently in the process of evaluating the effects of ASU 2025-06 on its Consolidated Financial Statements.
3. Revenue
Disaggregation of revenue
The Company’s revenue is from two types of relationships: (i) direct relationships and (ii) indirect relationships.
The following table presents the Company’s revenue disaggregated by segment and by the type of relationship for the periods indicated.
Three Months Ended September 30, 2025
($ in thousands)
Consumer Payments
Business Payments
Elimination of intersegment revenues
Total
Revenue
Direct relationships
$
69,340
$
11,818
$
(
6,006
)
$
75,152
Indirect relationships
2,381
192
—
2,573
Total Revenue
$
71,721
$
12,010
$
(
6,006
)
$
77,725
Three Months Ended September 30, 2024
($ in thousands)
Consumer Payments
Business Payments
Elimination of intersegment revenues
Total
Revenue
Direct relationships
$
66,772
$
15,083
$
(
5,341
)
$
76,514
Indirect relationships
2,417
214
—
2,631
Total Revenue
$
69,189
$
15,297
$
(
5,341
)
$
79,145
Nine Months Ended September 30, 2025
($ in thousands)
Consumer Payments
Business Payments
Elimination of intersegment revenues
Total
Revenue
Direct relationships
$
206,490
$
33,328
$
(
17,405
)
$
222,413
Indirect relationships
7,648
615
—
8,263
Total Revenue
$
214,138
$
33,943
$
(
17,405
)
$
230,676
Nine Months Ended September 30, 2024
($ in thousands)
Consumer Payments
Business Payments
Elimination of intersegment revenues
Total
Revenue
Direct relationships
$
206,857
$
34,928
$
(
15,412
)
$
226,373
Indirect relationships
7,760
638
—
8,398
Total Revenue
$
214,617
$
35,566
$
(
15,412
)
$
234,771
When the Company’s right to consideration for performance is contingent upon a future event or satisfaction of additional performance obligations, the amount of revenues the Company has recognized in excess of the amount the Company has billed to the client is recognized as a contract asset. The contract asset balance w
as $
2.8
million and $
1.7
8
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
million
as of September 30, 2025 and December 31, 2024, respectively, and is included within Prepaid expenses and other in the Condensed Consolidated Balance Sheets.
As of September 30, 2025 and December 31, 2024
, the Company recorded deferred commissions of $
2.4
million
and $
0
, net of amortization, respectively, within Other assets in the Condensed Consolidated Balance Sheets. The amortization of deferred commissions is recorded within Selling, general and administrative in the Condensed Consolidated Statements of Operations.
4. Earnings Per Share
During the three and nine months ended September 30, 2025 and the nine months ended September 30, 2024, basic and diluted net loss per common share are the same since the inclusion of the assumed exchange of all limited liability company interests of Hawk Parent (“Post-Merger Repay Units”), unvested share-based awards, outstanding stock options, outstanding employee stock purchase plan (“ESPP”) purchase rights and the Company’s convertible senior notes would have been anti-dilutive. During the three months ended September 30, 2024, the aggregate principal amount of the 2029 Notes is not included in the computation of senior notes convertible into Class A common stock as the Company is required to settle such amount in cash. The Company may elect to settle the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2029 Notes being converted in cash, shares of the Company’s Class A common stock, or a combination of cash and shares. Because the average market price of the Company’s Class A common stock for the period was less than the conversion price, there are no incremental shares to be considered in the computation of senior notes convertible into Class A common stock.
The following table summarizes net income (loss) attributable to the Company and the weighted average basic and diluted shares outstanding:
Three Months Ended September 30,
Nine Months Ended September 30,
($ in thousands, except per share data)
2025
2024
2025
2024
Net income (loss) attributable to the Company
$
(
6,414
)
$
3,243
$
(
116,612
)
$
(
6,040
)
Weighted average shares of Class A common stock outstanding - basic
82,579,954
88,263,285
86,720,963
90,426,364
Add weighted average effect of dilutive common stock equivalent shares:
Post-Merger Repay Units exchangeable for Class A common stock
5,811,526
Unvested share-based awards of Class A common stock
2,413,385
Outstanding stock options of Class A common stock
90,267
Outstanding ESPP purchase rights for Class A common stock
3,825
2026 Notes convertible into Class A common stock
6,547,619
Weighted average shares of Class A common stock outstanding - diluted
82,579,954
103,129,907
86,720,963
90,426,364
Income (loss) per share of Class A common stock outstanding - basic
$
(
0.08
)
$
0.04
$
(
1.34
)
$
(
0.07
)
Income (loss) per share of Class A common stock outstanding - diluted
$
(
0.08
)
$
0.03
$
(
1.34
)
$
(
0.07
)
9
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
For the
three and nine months ended September 30, 2025 and the nine months ended September 30, 2024, the following common stock equivalent shares were excluded from the computation of the diluted loss per share, since their inclusion would have been anti-dilutive:
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2025
2024
Post-Merger Repay Units exchangeable for Class A common stock
5,285,883
5,285,883
5,728,480
Unvested share-based awards of Class A common stock
(1)
7,213,171
7,213,171
6,578,521
Outstanding stock options for Class A common stock
802,723
802,723
1,089,930
Outstanding ESPP purchase rights for Class A common stock
68,233
68,233
57,790
Senior notes convertible into Class A common stock
4,360,357
4,360,357
6,547,619
Share equivalents excluded from loss per share
17,730,367
17,730,367
20,002,340
(1)
Represents unvested PSUs to be paid out at
100
% target level
.
Shares of the Company’s Class V common stock do not participate in the earnings or losses of the Company and, therefore, are not participating securities. As such, separate presentation of basic and diluted earnings per share of Class V common stock under the two-class method has not been presented. Each share of the Company’s Class V common stock gives the holder the right to vote the number of shares corresponding to the number of Post-Merger Repay Units held by that holder, but shares of Class V common stock have no economic rights.
5. Fair Value
The following table summarizes, by level within the fair value hierarchy, estimated fair values of the Company’s assets and liabilities measured at fair value on a recurring or nonrecurring basis or disclosed, but not carried, at fair value in the Condensed Consolidated Balance Sheets as of the dates presented. There were no transfers into, out of, or between levels within the fair value hierarchy during any of the periods presented.
September 30, 2025
($ in thousands)
Level 1
Level 2
Level 3
Total
Assets:
Cash and cash equivalents
$
95,691
$
—
$
—
$
95,691
Restricted cash
46,217
—
—
46,217
Other assets
—
2,500
—
2,500
Total assets
$
141,908
$
2,500
$
—
$
144,408
Liabilities:
Borrowings
$
—
$
397,640
$
—
$
397,640
Tax receivable agreement
—
—
197,568
197,568
Total liabilities
$
—
$
397,640
$
197,568
$
595,208
December 31, 2024
Level 1
Level 2
Level 3
Total
Assets:
Cash and cash equivalents
$
189,530
$
—
$
—
$
189,530
Restricted cash
47,179
—
—
47,179
Other assets
—
2,500
—
2,500
Total assets
$
236,709
$
2,500
$
—
$
239,209
Liabilities:
Borrowings
$
—
$
482,852
$
—
$
482,852
Tax receivable agreement
—
—
203,645
203,645
Total liabilities
$
—
$
482,852
$
203,645
$
686,497
10
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
Cash and cash equivalents
Cash and cash equivalents contains cash on hand, demand deposit accounts, money market accounts and short term investments with original maturities of three months or less. They are classified within Level 1 of the fair value hierarchy, under Accounting Standard Codification (“ASC”) 820,
Fair Value Measurements
(“ASC 820”), as the price is obtained from quoted market prices in an active market. The carrying amounts of the Company’s cash and cash equivalents approximate their fair values due to the short maturities and highly liquid nature of these accounts.
Restricted Cash
Restricted cash is classified within Level 1 of the fair value hierarchy under ASC 820, as the primary component is cash that is used as collateral for debts. The carrying amounts of the Company’s restricted cash approximate their fair values due to the highly liquid nature.
Other assets
Other assets contain a minority equity investment in a privately-held company. The Company elected a measurement alternative for measuring this investment under ASC 321,
Investments – Equity Securities
, in which the carrying amount is adjusted based on any observable price changes in orderly transactions. The investment is classified as Level 2 as observable adjustments to value are infrequent and occur in an inactive market.
Borrowings
The revolving credit facility and convertible senior notes are measured at amortized cost, which the carrying value is unpaid principal net of unamortized debt discount and debt issuance costs (“DDIC”). The estimated fair value of the revolving credit facility approximates the unpaid principal because its interest rate approximates market interest rates. The estimated fair value of convertible senior notes is determined using the quoted prices from over-the-counter markets. The estimated fair value of the Company’s borrowings is classified within Level 2 of the fair value hierarchy, as the market interest rates and quoted prices are generally observable and do not contain a high level of subjectivity. As of September 30, 2025 and December 31, 2024
, the Company had $
0
drawn against the revolving credit facility.
The following table provides the carrying value and estimated fair value of borrowings. See Note 8. Borrowings for further discussion on borrowings.
September 30, 2025
($ in thousands)
Principal Amount
Unamortized DDIC
Carrying Value
Fair Value
2026 Notes
$
146,508
$
(
219
)
$
146,289
$
143,486
2029 Notes
287,500
(
6,361
)
281,139
254,154
Revolving credit facility
—
(
1,603
)
(
1,603
)
—
Total borrowings
$
434,008
$
(
8,183
)
$
425,825
$
397,640
December 31, 2024
($ in thousands)
Principal Amount
Unamortized DDIC
Carrying Value
Fair Value
2026 Notes
$
220,000
$
(
1,175
)
$
218,825
$
206,133
2029 Notes
287,500
(
7,550
)
279,950
276,719
Revolving credit facility
—
(
1,997
)
(
1,997
)
—
Total borrowings
$
507,500
$
(
10,722
)
$
496,778
$
482,852
Tax Receivable Agreement
Upon the completion of the Business Combination, the Company entered into the TRA with holders of Post-Merger Repay Units. As a result of the TRA, the Company established a liability in its consolidated financial statements. The Company elected to measure TRA at fair value under ASC 825,
Financial Instruments - Fair Value Option
, to better align its economic value with the Company’s risk management strategies. The fair value of TRA is based on estimates of
11
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
discounted future cash flows associated with the estimated payments to the Post-Merger Repay Unit holders. These inputs are not observable in the market; thus, the TRA is classified within Level 3 of the fair value hierarchy, under ASC 820. The change in fair value is re-measured at each reporting period with the change in fair value being recognized in accordance with ASC 805,
Business Combinations
, which is recorded within Change in fair value of tax receivable liability in the Company’s Condensed Consolidated Statements of Operations.
The Company used a discount rate, also referred to as the Early Termination Rate, as defined in the TRA, to determine the prese
nt value, based on a
risk-free rate plus a spread
, pursu
ant to the TRA. A rate of
5.96
% was applied to the forecasted
TRA
payments at
September 30, 2025, in order to determine the fair value. A significant increase or decrease in the discount rate could have resulted in a lower or higher balance, respectively, as of the measurement date. During the nine months ended September 30, 2025
, the
TRA balance
was adjusted by $
6.1
million through exchanges, a payment, accretion expense and a valuation adjustment, related to a change in the discount rate, which was
6.21
% as of
December 31, 2024.
The following table provides a rollforward of the TRA related to the acquisition and exchanges of Post-Merger Repay Units. See Note 12. Taxation for further discussion on the TRA.
Nine Months Ended September 30,
($ in thousands)
2025
2024
Balance at beginning of period
$
203,645
$
188,911
Purchases
122
185
Payments
(
16,337
)
(
580
)
Accretion expense
8,936
10,182
Valuation adjustment
1,202
2,575
Balance at end of period
$
197,568
$
201,273
6. Intangible Assets
The Company holds definite and indefinite-lived intangible assets. As of September 30, 2025 and December 31, 2024
, the indefinite-lived intangible assets consist of
one
trade name, arising from the acquisition of Hawk Parent.
Intangible assets consisted of the following:
($ in thousands)
Gross Carrying Value
Accumulated Amortization
Net Carrying Value
Weighted Average Useful Life (Years)
Client relationships
$
523,000
$
281,995
$
241,005
4.58
Channel relationships
30,085
10,157
19,928
6.62
Software costs
134,113
69,273
64,840
1.45
Trade name
20,000
—
20,000
—
Balance as of September 30, 2025
$
707,198
$
361,425
$
345,773
4.06
Client relationships
$
523,000
$
242,458
$
280,542
5.33
Channel relationships
29,885
7,904
21,981
7.36
Software costs
139,444
72,945
66,499
1.00
Non-compete agreements
180
168
12
0.34
Trade name
20,000
—
20,000
—
Balance as of December 31, 2024
$
712,509
$
323,475
$
389,034
4.55
The Company’s amortization expense for intangible assets
was $
25.4
million and $
75.5
million f
or the three and nine months ended September 30, 2025, respectively. The Company’s amortization expense for intangible assets w
as $
25.1
million
a
nd $
78.1
million f
or the three and nine months ended September 30, 2024, respectively.
12
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
The estimated amortization expense for the next five years and thereafter in the aggregate is as follows:
($ in thousands)
Estimated Future Amortization Expense
Remainder of 2025
$
24,794
2026
88,934
2027
72,980
2028
58,715
2029
41,780
Thereafter
38,570
7. Goodwill
The following table presents changes to goodwill by segment for the
nine months ended September 30, 2025.
($ in thousands)
Consumer Payments
Business Payments
Total
Balance at December 31, 2024
$
573,869
$
142,924
$
716,793
Impairment Loss
(
103,200
)
(
581
)
(
103,781
)
Balance at September 30, 2025
$
470,669
$
142,343
$
613,012
After considering the decline in the Company’s stock price during the second quarter of 2025, the Company considered goodwill impairment triggering events and determined that goodwill was more likely than not impaired. The Company performed a quantitative analysis using both a discounted cash flow method and a market comparable method of estimating fair value and concluded that goodwill associated with the Consumer Payments reporting unit was impaired as of June 30, 2025. The fair value of the Consumer Payments reporting unit was primarily impacted by a change in the discount rate and the decrease to comparable company multiples. The Company recognized an impairment loss of $
103.2
million on goodwill related to the Consumer Payments segment and an impairment loss of $
0.6
million related to the Business Payments segment within the Impairment loss in the Company’s Condensed Consolidated Statements of Operations for the
nine months ended September 30, 2025 As of September 30, 2025, accumulated impairment losses
were $
103.2
million
for the Consumer Payments segment and $
76.3
million for the Business Payments segment. As of
December 31, 2024
, accumulated impairment losses were $
75.7
million for the Business Payments segment and
no
accumulated impairment losses for the Consumer Payments segment.
8. Borrowings
Second Amended Credit Agreement
On July 10, 2024, the Company entered into a Second Amended and Restated Revolving Credit Agreement (the “Second Amended Credit Agreement”) with certain financial institutions, as lenders, and Truist Bank, as administrative agent. The Second Amended Credit Agreement establishes a $
250.0
million senior secured revolving credit facility.
The borrowings accrue interest at either base rate plus a margin of
0.75
% to
1.75
% or at an adjusted SOFR rate plus a margin of
1.75
% to
2.75
%, in each case depending on the total net leverage ratio, as defined in the Second Amended Credit Agreement.
The unused commitment fees accrue at
0.25
% on the daily amount of unused commitment. This facility matures on the earlier of (a)
July 10, 2029
, (b) the date that is 91 days prior to the maturity date of the 2026 Notes (defined below) (subject to certain exceptions for adequate liquidity) and (c) the date that is 91 days prior to the maturity date of the 2029 Notes (defined below) (subject to certain exceptions for adequate liquidity). The maturity date may be extended, subject to certain terms and conditions.
As of September 30, 2025
, the Company had $
0
drawn against the revolving credit facility. The Company paid
$
0.2
million and $
0.5
million i
n fees related to unused commitments for the three and nine months ended September 30, 2025, respectively. The Company paid
$
0.2
million
and $
0.4
million in fees related to unused commitments for the
three and nine months ended September 30, 2024, respectively.
13
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
Convertible Senior Notes
On January 19, 2021, the Company issued $
440.0
million in aggregate principal amount of
0.00
% Convertible Senior Notes due 2026 (the “2026 Notes”) in a private placement. The initial conversion rate of any 2026 Notes was
29.7619
shares of Class A common stock per $1,000 principal amount of 2026 Notes (equivalent to an initial conversion price of approximately $
33.60
per share of Class A common stock). Upon conversion of the 2026 Notes, the Company may choose to pay or deliver cash, shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock. The 2026 Notes will mature on
February 1, 2026
, unless earlier converted, repurchased or redeemed. Subject to Nasdaq requirements, the Company controls the conversion rights prior to November 3, 2025, unless a fundamental change or an event of default occurs. On July 8, 2024, the Company repurchased $
220.0
million in aggregate principal amount of the 2026 Notes at a discount based on the quoted prices from over-the-counter markets, with a cash payment of $
205.2
million. The repurchase of the 2026 Notes resulted in a gai
n of $
13.1
million,
net of a write-off of debt issuance costs relating to the repurchased principal during the year ended December 31, 2024, and was recorded within Gain on extinguishment of debt in the Company’s Consolidated Statements of Operations. On August 22, 2025, the Company repurchased $
73.5
million in aggregate principal amount of the 2026 Notes at a discount, for a total cash consideration of $
72.0
million. The transaction resulted in a gain on extinguishment of debt of $
1.4
million, net of a write-off of unamortized debt issuance costs associated with the repurchased principal. This gain was recognized within Gain on extinguishment of debt in the Company’s Condensed Consolidated Statements of Operations during the
three and nine months ended September 30, 2025.
On July 8, 2024, the Company issued $
287.5
million aggregate principal amount of
2.875
% Convertible Senior Notes due 2029 (the “2029 Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. $
27.5
million aggregate principal amount of the 2029 Notes were sold in connection with the full exercise of the initial purchasers’ option to purchase such additional 2029 Notes offering pursuant to the purchase agreement. The net proceeds of the 2029 Notes were $
279.2
million after fees and expenses incurred. The 2029 Notes bear interest at a fixed rate of
2.875
% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2025. The initial conversion rate of the 2029 Notes was
76.8182
of the Class A common stock per $1,000 principal amount of the 2029 Notes (equivalent to an initial conversion price of approximately $
13.02
per share of Class A common stock). The conversion rate is subject to customary adjustments upon the occurrence of certain events. Prior to April 15, 2029, the 2029 Notes are convertible at the option of the holders, only under certain circumstances, into cash up to the aggregate principal amount of the 2029 Notes to be converted and cash, shares of the Company’s Class A common stock, or a combination of cash and shares, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2029 Notes being converted. On or after April 15, 2029 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert the 2029 Notes at any time, regardless of the foregoing circumstances. The 2029 Notes will mature on
July 15, 2029
, unless earlier repurchased, redeemed, or converted in accordance with their terms.
During the nine months ended September 30, 2025, the conversion contingencies of the convertible senior notes were not met, and the conversion terms of the 2026 Notes and 2029 Notes were not significantly changed. The Company’s interest expense on the convertible senior notes was
$
2.1
million and $
6.2
million
for the three and nine months ended September 30, 2025, respectively. The Company’s interest expense on the convertible senior notes was
$
1.9
million
for both the three and nine months ended September 30, 2024.
14
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
The following table summarizes the total borrowings under the credit agreements and convertible senior notes:
($ in thousands)
September 30, 2025
December 31, 2024
Non-current indebtedness:
Convertible senior notes:
2026 Notes
$
146,508
$
220,000
2029 Notes
287,500
287,500
Total borrowings
434,008
507,500
Less: Current maturities of long-term debt
146,289
—
Less: Debt issuance cost
(1)
8,183
10,722
Total non-current borrowings
$
279,536
$
496,778
(1)
The Company inc
urre
d $
0.8
million and $
2.4
million
of interest expense for the amortization of deferred debt issuance costs for the three and nine months ended September 30, 2025, respectively. The Company inc
urred $
0.8
million and $
2.2
million of in
terest expense for the amortization of deferred debt issuance costs for the three and nine months ended September 30, 2024
, respectively.
The following is a summary of principal maturities of long‑term debt for each of the next five years ending December 31 and in the aggregate:
($ in thousands)
2025
$
—
2026
146,508
2027
—
2028
—
2029
287,500
$
434,008
9. Commitments and Contingencies
Legal Matters
The Company is a party to various claims and lawsuits incidental to its business. In the Company’s opinion, the liabilities, if any, which may ultimately result from the outcome of such matters, individually or in the aggregate, are not expected to have a material adverse effect on its financial position, liquidity, results of operations or cash flows.
Leases
The Company has commitments under operating leases for real estate leased from third parties under non-cancelable operating leases. The Company’s leases typically have lease terms between
three years
and
ten years
, with the longest lease term having an expiration date in
2035
.
Most of these leases include one or more renewal
options
for
five years
or less
, and
certain leases also include lessee termination
options
. At lease commencement, the Company assesses whether it is reasonably certain to exercise a renewal option, or reasonably certain not to exercise a termination option, by considering various economic factors. Options that are reasonably certain of being exercised are factored into the determination of the lease term, and related payments are included in the calculation of the ROU asset and lease liability.
During the three and nine months ended September 30, 2025
, the Company recognized sublease income of $
0.1
million and $
0.2
million, respectively.
During the three and nine months ended September 30, 2024, the Company recognized sublease income
of $
0.1
million and $
0.2
million, respectively.
Sublease income is recorded within Other (loss) income in the Company’s Condensed Consolidated Statements of Operations.
15
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
The components of lease cost are presented in the following table:
Three Months Ended September 30,
Nine Months Ended September 30,
($ in thousands)
2025
2024
2025
2024
Components of total lease costs:
Operating lease cost
$
602
$
523
$
1,809
$
1,380
Short-term lease cost
6
6
18
18
Total lease cost
$
608
$
529
$
1,827
$
1,398
Amounts reported in the Condensed Consolidated Balance Sheets were as follows:
($ in thousands)
September 30, 2025
December 31, 2024
Operating leases:
ROU assets
$
9,662
$
11,142
Lease liability, current
1,577
1,230
Lease liability, long-term
9,158
10,507
Total lease liabilities
$
10,735
$
11,737
Weighted-average remaining lease term (in years)
5.0
5.6
Weighted-average discount rate (annualized)
6.3
%
6.2
%
Other information related to leases are as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
($ in thousands)
2025
2024
2025
2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
353
$
560
$
1,316
$
1,659
ROU assets obtained in exchange for lease liabilities:
Operating leases
—
6,262
—
6,262
The following table presents a maturity analysis of the Company’s operating leases liabilities as of
September 30, 2025:
($ in thousands)
2025
$
559
2026
2,148
2027
2,028
2028
1,867
2029
1,674
Thereafter
5,039
Total undiscounted lease payments
13,315
Less: Imputed interest
2,580
Total lease liabilities
$
10,735
10. Related Party Transactions
The Company held TRA payables for related parties of
$
22.3
million and
$
27.5
million as of
September 30, 2025 and December 31, 2024
, respectively. These amounts were owed to holders of the Post-Merger Repay Units.
16
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
11. Share Based Compensation
Omnibus Incentive Plan
At the 2019 Annual Shareholders Meeting of Thunder Bridge, the shareholders considered and approved the 2019 Omnibus Incentive Plan (the “Incentive Plan”) which resulted in the reservation of
7,326,728
shares of Class A common stock for issuance thereunder. The Incentive Plan initially became effective immediately upon the closing of the Business Combination. In June 2022, the Incentive Plan was amended and restated to reserve an additional
6,500,000
shares of Class A common stock for issuance thereunder. In May 2024, the Incentive Plan was again amended and restated to reserve an additional
8,400,000
shares of Class A common stock for issuance thereunder.
Under this plan, the Company currently has four types of share-based compensation awards outstanding: performance stock units (“PSUs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance-based stock options (“PSOs”).
Share-Based Awards
The following table summarizes share-based compensation expense and the related income tax benefit recognized for the Company’s share-based compensation awards. Share-based compensation expenses are recorded within Selling, general and administrative in the Company’s Condensed Consolidated Statement of Operations.
Three Months Ended September 30,
Nine Months Ended September 30,
($ in millions)
2025
2024
2025
2024
Share-based compensation expense
$
5.5
$
6.5
$
13.9
$
18.5
Income tax benefit
0.1
0.2
2.4
2.5
Activity for RSAs for the
nine months ended September 30, 2025 was as follows:
Class A Common Stock
Weighted Average Grant Date Fair Value
Unvested at December 31, 2024
3,985,097
$
8.31
Granted
2,361,001
6.26
Forfeited
(1)
1,146,008
8.00
Vested
814,077
9.63
Unvested at September 30, 2025
4,386,013
$
7.05
(1)
The forfeited shares include shares forfeited as a result of employee terminations and shares withheld to satisfy employees’ tax withholding and payment obligations in connection with the vesting of restricted stock awards under the Incentive Plan during the
nine months ended September 30, 2025
; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan.
Activity for RSUs for the nine months ended September 30, 2025 was as follows:
Class A Common Stock
Weighted Average Grant Date Fair Value
Unvested at December 31, 2024
130,923
$
9.70
Granted
220,000
5.00
Forfeited
—
—
Vested
130,923
9.70
Unvested at September 30, 2025
220,000
$
5.00
17
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
Activity for PSUs for the
nine months ended September 30, 2025 was as follows:
Class A Common Stock
(1)
Weighted Average Grant Date Fair Value
Unvested at December 31, 2024
1,865,080
$
10.57
Granted
1,132,134
7.78
Forfeited
390,056
9.79
Vested
—
—
Unvested at September 30, 2025
2,607,158
$
9.47
(1)
Represent shares to be paid out at
100
% target level.
For PSUs, RSAs, and RSUs vested during the nine months ended September 30, 2025, the total fair value, based upon the Company’s Class A common stock price at the date veste
d, was $
10.1
million.
Unrecognized compensation expense related to unvested PSUs, RSAs and RSUs
was $
27.4
million at
September 30, 2025
, which is expected to be recognized as expense over the weighted-average period of
1.8
years.
Stock Options
Activity for PSOs for the
nine months ended September 30, 2025 was as follows:
Options
Weighted Average Exercise Price
Weighted Average Remaining Contractual Term (in years)
Aggregate Intrinsic Value
Outstanding at December 31, 2024
1,089,930
6.13
5.2
$
1,634,895
Granted
—
—
—
—
Forfeited
287,207
6.13
4.8
(
493,393
)
Exercised
—
—
—
—
Outstanding at September 30, 2025
802,723
$
6.13
4.5
$
(
722,451
)
Options vested and exercisable at September 30, 2025
206,123
$
6.13
4.5
$
(
185,511
)
The Company recognized compensation expense f
or PSOs of $
0.1
million and $
0.4
million during the
three and nine months ended September 30, 2025
, respectively. The Company recognized compensation expense for PSOs of $
0.2
million and $
0.8
million during the
three and nine months ended September 30, 2024, respectively.
Unrecognized compensation expense related to outstanding PSOs was $
0.1
million at
September 30, 2025
, which is expected to be recognized as expense over the weighted-average period of
0.5
years.
Inducement Award
On September 8, 2025, the Company granted an inducement award of
118,243
shares of restricted stock outside the Incentive Plan to Robert S. Houser, the Company’s recently appointed CFO, with the grant date fair value of $
5.92
, which is based on the quoted market value of the Company’s Class A common stock on the grant date. This award vests in four equal annual installments commencing September 8, 2026. Compensation expense is recognized on a graded vesting basis over the requisite service period.
Employee Stock Purchase Plan
On August 18, 2021, the Company’s stockholders approved the Repay Holdings Corporation 2021 Employee Stock Purchase Plan. The purpose of the ESPP is to provide eligible employees with the opportunity to purchase the Company’s Class A common stock through accumulated payroll deductions. A total of
1,000,000
shares
of the Company’s Class A common stock are available for issuance under the ESPP. Under the ESPP, participants are offered the right to
18
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
purchase
shares of the Company’s Class A common stock at a discount during a series of offering periods. The length of the offering periods under the ESPP will be determined by the administrator and may be up to twenty-seven months long.
12. Taxation
Repay Holdings Corporation is taxed as a corporation and is subject to paying corporate federal, state and local taxes on the income allocated to it from Hawk Parent, based upon Repay Holding Corporation’s economic interest held in Hawk Parent, as well as any stand-alone income or loss it generates. Hawk Parent is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Hawk Parent is not subject to U.S. federal and certain state and local income taxes. Hawk Parent’s members, including Repay Holdings Corporation, are liable for federal, state and local income taxes based on their allocable share of Hawk Parent’s pass-through taxable income.
The Company’s effective tax rate was
18.5
% and
2.8
% for the
three and nine months ended September 30, 2025, respectively. The Company recorded an income tax benefit of
$
1.8
million
and
$
3.6
million
for the three and nine months ended September 30, 2025, respectively. The effective tax rate for the three and nine months ended September 30, 2025
includes a stock-based compensation adjustments net tax shortfall of $
2.2
million related to restricted stock awards vesting and a net tax impact of $
26.5
million related to the impact of the goodwill impairment recorded for financial accounting purposes, which are required to be recorded discretely in the interim period in which they occur. In addition, the effective tax rate includes a net $
0.4
million and a ($
0.1
) million impact related to cancellation of debt income and write-off of unamortized debt issuance costs, respectively, associated with the partial repurchase of the 2026 Notes, which are required to be recorded discretely in the interim period in which they occur. The effective tax ra
te of the Company differs from the federal statutory rate of
21
% primarily due to the tax structure of the Company, the relative weighting of the noncontrolling interest, lower income from operations over the current relevant period, as well as the aforementioned items required to be reported discretely in the interim period. The Company’s effective tax rate was (
18.2
)% and
2.3
% for the
three and nine months ended September 30, 2024
, respectively. The Company recorded an income tax expense of $
1.5
million and an income tax benefit of $
0.1
million for the
three and nine months ended September 30, 2024, respectively. The effective tax rate for the three and nine months ended September 30, 2024
includes a stock-based compensation adjustments net tax shortfall of $
1.7
million related to restricted stock awards vesting and a $
0.4
million state rate change impact on deferred taxes. In addition, the effective tax rate includes a net $
3.7
million and a ($
0.4
) million impact related to cancellation of debt income and write-off of unamortized debt issuance costs, respectively, associated with the partial repurchase of the 2026 Notes, which are required to be recorded discretely in the interim period in which they occur.
The Company recognized adjustments of
$
1.8
million
and
$
3.6
million
for the three and nine months ended September 30, 2025
, respectively, of deferred tax assets related to the income tax benefit, derived from the net operating loss generated over the same period. The Company recognized adjustments of $
1.5
million and $
0.1
million for the
three and nine months ended September 30, 2024, respectively, of deferred tax assets related to the income tax expense and benefit, respectively, derived from the net operating loss generated over the same period.
Deferred tax assets, net of
$
167.0
million
as of September 30, 2025
, relates primarily to the basis difference in the Company’s investment in Hawk Parent. The basis difference arose primarily as a result of the subsequent exchanges of Post-Merger Repay Units by the Company. In addition, as a result of the merger with BillingTree on June 15, 2021, an estimated opening deferred tax liability net of $
36.1
million, as adjusted, was recorded. The merger was recognized as a Qualified Stock Purchase within the meaning of Internal Revenue Code (the “Code”) Section 338(d)(3). As such, no step up in the tax asset basis was permitted creating an estimated net deferred tax liability related to the tax asset basis difference in the investment in Hawk Parent on the opening balance sheet date. Furthermore, as part of the 2029 Notes issuance on July 8, 2024, the Company incurred $
39.2
million of costs for privately negotiated capped call transactions with certain financial institutions to cover the number of shares of Class A common stock underlying the 2029 Notes. The capped call had an initial strike price of $
13.02
per share and a cap price of $
20.42
per share, which is subject to certain adjustments. For tax purposes, this is considered a tax-efficient capped call (i.e., the capped call is integrated with the 2029 Notes in accordance with Section 1.1275-6 of the Code). As such, the total $
39.2
million incurred to acquire the capped call is treated as original issue discount (“OID”) on synthetic debt and eligible for a deduction as interest expense over the life of the instrument, subject to certain limitations under 163(j). As a result of the capped call being booked as equity for GAAP purposes instead of OID on synthetic debt, the Company was required to set up a tax effected deferred tax asset of $
9.9
million for the equivalent amount of the capped call. This temporary difference created as a result of the OID Interest Expense deduction is expected to be realized over the term of the instrument.
19
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
The Company did not recognize any adjustment to the deferred tax asset (“DTA”) and offsetting deferred tax liability (“DTL”) recorded as a result of the ceiling rule limitation arising under Code Sec. 704(c) for the three and nine months ended September 30, 2025
, to account for the portion of the Company’s outside basis in the partnership interest that it will not recover through tax deductions. As the ceiling rule causes taxable income allocations to be in excess of 704(b) book allocations the DTL will unwind, leaving only the DTA, which may only be recovered through the sale of the partnership interest in Hawk Parent. The Company has concluded, based on the weight of all positive and negative evidence, that all of the DTA associated with the ceiling rule limitation is not likely to be realized. As such, a
100
% valuation allowance was recognized.
On July 4, 2025, the United States enacted tax reform legislation through the One Big Beautiful Bill Act (“OBBBA”). Included in this legislation are provisions that allow for the immediate expensing of domestic United States research and development expenses, immediate expensing of certain capital expenditures, and other changes to the United States taxation of profits derived from foreign operations. The Company continues to evaluate the impact of OBBBA but currently does not expect it to have a material impact on our estimated annual effective tax rate in 2025.
No
uncertain tax positions existed as of
September 30, 2025.
Tax Receivable Agreement Liability
Pursuant to the Company’s election under Section 754 of the Code, the Company expects to obtain an increase in its share of the tax basis in the net assets of Hawk Parent when Post-Merger Repay Units are redeemed or exchanged for Class A common stock of Repay Holdings Corporation. The Company intends to treat any redemptions and exchanges of Post-Merger Repay Units as direct purchases for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that the Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.
On July 11, 2019, the Company entered into a TRA that provides for the payment by the Company of
100
% of the amount of any tax benefits realized, or in some cases are deemed to realize, as a result of (i) increases in its share of the tax basis in the net assets of Hawk Parent resulting from any redemptions or exchanges of Post-Merger Repay Units and from its acquisition of the equity of the selling Hawk Parent members, (ii) tax basis increases attributable to payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant to the TRA (the “TRA Payments”). The TRA Payments are not conditioned upon any continued ownership interest in Hawk Parent or the Company. The rights of each party under the TRA other than the Company are assignable. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the timing and amount of taxable income generated by the Company each year, as well as the tax rate then applicable, among other factors.
As of September 30, 2025, the Company had a liability of
$
197.6
million
related to its projected obligations under the TRA, which is captioned as tax receivable agreement liability in the Company’s Unaudited Condensed Consolidated Balance Sheet. The decrease of
$
6.1
million
in the TRA liability for the nine months ended September 30, 2025
was primarily a result of the payment of $
16.3
million on the current balance of the TRA, partially offset by accretion and a small decrease in the Early Termination Rate
, as reported at December 31, 2024, over the same period.
13. Segments
The Company organizes its business structure around
two
operating segments based on review of discrete financial results for each of the operating segments by the Company’s chief operating decision maker (“CODM”), for performance assessment and resource allocation purposes. Each of the Company’s operating segments represents a reportable segment based on ASC 280,
Segment Reporting
. The Company’s
two
reportable segments are as follows: (1) Consumer Payments and (2) Business Payments.
The Company’s CODM is the Chief Executive Officer
.
For both segments, the CODM uses the segment gross profit to allocate resources (including employees, property, and financial or capital resources) and assess performance of each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a monthly basis for the gross profit measure when making decisions about allocating capital and personnel to the segments.
20
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
Consumer Payments
The Consumer Payments segment provides payment processing solutions (including debit and credit card processing, ACH processing and other electronic payment acceptance solutions, as well as our loan disbursement product) that enable the Company’s clients to collect payments and disburse funds to consumers and includes the Company’s clearing and settlement solutions (“RCS”) offering. RCS is the Company’s proprietary clearing and settlement platform through which the Company markets customizable payment processing programs to other Independent Sales Organizations (“ISOs”) and payment facilitators. The strategic vertical markets served by the Consumer Payments segment primarily include personal loans, automotive loans, receivables management, credit unions, mortgage servicing, consumer healthcare and diversified retail. The Consumer Payments segment represented approximately
85
%
of the Company’s total revenue after any intersegment eliminations for both the three and nine months ended September 30, 2025
. The Consumer Payments segment represented approximately
81
% and
85
% of the Company’s total revenue after any intersegment eliminations for the
three and nine months ended September 30, 2024, respectively.
Business Payments
The Business Payments segment provides payment processing solutions (including accounts payable automation, debit and credit card processing, virtual credit card processing, ACH processing and other electronic payment acceptance solutions) that enable the Company’s clients to collect or send payments to other businesses. The strategic vertical markets served within the Business Payments segment primarily include retail automotive, education, field services, governments and municipalities, healthcare, media, HOA management and hospitality. The Business Payments segment represented approximately
15
%
of the Company’s total revenue after any intersegment eliminations for both the three and nine months ended September 30, 2025
. The Business Payments segment represented approximately
19
% and
15
% of the Company’s total revenue after any intersegment eliminations for the
three and nine months ended September 30, 2024, respectively.
The following table presents revenue, cost of services and gross profit for each reportable segment.
Three Months Ended September 30,
Nine Months Ended September 30,
($ in thousands)
2025
2024
2025
2024
Revenue
Consumer Payments
$
71,721
$
69,189
$
214,138
$
214,617
Business Payments
12,010
15,297
33,943
35,566
Elimination of intersegment revenues
(1)
(
6,006
)
(
5,341
)
(
17,405
)
(
15,412
)
Total revenue
$
77,725
$
79,145
$
230,676
$
234,771
Cost of services (exclusive of depreciation and amortization)
Consumer Payments
$
16,159
$
14,300
$
46,436
$
44,591
Business Payments
3,776
3,284
10,567
8,489
Total cost of services (exclusive of depreciation and amortization)
$
19,935
$
17,584
$
57,003
$
53,080
Gross profit
(2)
Consumer Payments
$
55,562
$
54,889
$
167,702
$
170,026
Business Payments
8,234
12,013
23,376
27,077
Elimination of intersegment revenues
(
6,006
)
(
5,341
)
(
17,405
)
(
15,412
)
Total gross profit
$
57,790
$
61,561
$
173,673
$
181,691
Total other operating expenses
(3)
$
60,799
$
62,236
$
285,206
$
188,291
Total other income (expense)
(
5,416
)
5,414
(
14,841
)
64
Income (loss) before income tax benefit (expense)
(
8,425
)
4,739
(
126,374
)
(
6,536
)
Income tax benefit (expense)
1,808
(
1,524
)
3,557
149
Net income (loss)
$
(
6,617
)
$
3,215
$
(
122,817
)
$
(
6,387
)
21
REPAY HOLDINGS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
(1)
Represents revenue eliminations between business units within the Consumer Payments segment and eliminations of intersegment revenues for consolidation purpose.
(2)
Represents revenue less costs of services (exclusive of depreciation and amortization).
(3)
Represents total operating expenses less costs of services (exclusive of depreciation and amortization).
Revenue and costs of services are attributed directly to each segment. There is no significant concentration of revenue or assets in foreign countries as of September 30, 2025
. The CODM reporting package does not include interest income (expense), net, depreciation and amortization, income tax benefit (expense) and discrete asset details of the operating segments as this information is not considered by the CODM for resource allocation or other segment analysis purposes.
14. Subsequent Events
Management has evaluated subsequent events and their potential effects on these unaudited condensed consolidated financial statements. Based upon the review, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
22
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS O
F FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For purposes of this section, "Repay", the “Company", "we", or "our" refer to Repay Holdings Corporation and its subsidiaries, unless the context otherwise requires.
Certain figures have been rounded for ease of presentation and may not sum due to rounding.
Forward-Looking Statements
Statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including those set forth under Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K
for the year ended December 31, 2024
. See “Cautionary Note Regarding Forward-Looking Statements” in this Form 10-Q for a discussion of certain uncertainties, risks and assumptions associated with forward-looking statements.
Overview
We provide integrated payment processing solutions to industry-oriented markets in which clients have specific transaction processing needs. We refer to these markets as “vertical markets” or “verticals.” Our proprietary, integrated payment technology platform reduces the complexity of the electronic payments process for businesses, while enhancing their consumers’ overall experience. We are a payments innovator, differentiated by our proprietary, integrated payment technology platform and our ability to reduce the complexity of the electronic payments for businesses. We intend to continue to strategically target verticals where we believe our ability to tailor payment solutions to our client needs, our deep knowledge of our vertical markets and the embedded nature of our integrated payment solutions will drive strong growth by attracting new clients and fostering long-term client relationships.
We report our financial results based on two reportable segments.
Consumer Payments
– Our Consumer Payments segment provides payment processing solutions (including debit and credit card processing, ACH processing and other electronic payment acceptance solutions, as well as our loan disbursement product) that enable our clients to collect payments from and disburse funds to consumers and includes our RCS offering. RCS is our proprietary clearing and settlement platform through which we market customizable payment processing programs to other ISOs and payment facilitators. The strategic vertical markets served by our Consumer Payments segment primarily include personal loans, automotive loans, receivables management, credit unions, mortgage servicing, consumer healthcare and diversified retail.
Business Payments
– Our Business Payments segment provides payment processing solutions (including accounts payable automation, debit and credit card processing, virtual credit card processing, ACH processing and other electronic payment acceptance solutions) that enable our clients to collect payments from or send payments to other businesses. The strategic vertical markets served within our Business Payments segment primarily include retail automotive, education, field services, governments and municipalities, healthcare, media, HOA management and hospitality.
Macroeconomic Conditions
We have been monitoring the current economic environment in the U.S. and globally – characterized by heightened inflation (including changes in wages), evolving U.S. trade policies, supply chain issues and slower growth. Such macroeconomic conditions may continue to evolve in ways that are difficult to fully anticipate and may also include increased levels of unemployment and/or a recession. Some or all of these market factors have and could continue to adversely affect our payment volumes from the consumer loan market, the receivables management industry and consumer and commercial spending. The effect of these events on our financial condition, results of operations and cash flows is uncertain and cannot be predicted at this time. Finally, the impact of all of these various events on our results in the first nine months of 2025 may not be necessarily indicative of their impact on our results for the remainder of 2025.
23
Business Combination
The Company was formed upon closing of the merger of Hawk Parent with a subsidiary of Thunder Bridge, a special purpose acquisition company, on July 11, 2019. On the closing of the Business Combination, Thunder Bridge changed its name to “Repay Holdings Corporation.”
Key Factors Affecting Our Business
Key factors that we believe impact our business, results of operations and financial condition include, but are not limited to, the following:
•
the dollar amount volume and the number of transactions that are processed by the clients that we currently serve;
•
our ability to attract new clients and onboard them as active processing clients;
•
our ability to (i) successfully integrate recent acquisitions and (ii) complete future acquisitions;
•
our ability to offer new and competitive payment technology solutions to our clients; and
•
general economic conditions and consumer finance trends.
Key Components of Our Revenues and Expenses
Revenues
Revenue.
As our clients process increased volumes of payments, our revenues increase as a result of the fees we charge for processing these payments. Most of our revenues are derived from volume-based payment processing fees (“discount fees”) and other related fixed per transaction fees. Discount fees represent a percentage of the dollar amount of each credit or debit transaction processed and include fees relating to processing and services that we provide. The transaction price for such processing services is determined, based on the judgment of management, considering factors such as margin objectives, pricing practices and controls, client segment pricing strategies, the product life cycle and the observable price of the service charged to similarly situated clients. During the three and nine months ended September 30, 2025 and 2024, our chargeback rate was less than 1% of our card payment volume.
Expenses
Costs of services
. Costs of services primarily include commissions to our software integration partners and other third-party processing costs, such as front and back-end processing costs and sponsor bank fees.
Selling, general and administrative
. Selling, general and administrative expenses include salaries, share-based compensation and other employment costs, professional service fees, rent and utilities, and other operating costs.
Depreciation and amortization
. Depreciation expense consists of depreciation on our investments in property, equipment and computer hardware. Depreciation expense is recognized on a straight-line basis over the estimated useful life of the asset. Amortization expense for software development costs and purchased software is recognized on the straight-line method over a three-year estimated useful life, between eight to ten years estimated useful life for client relationships and channel relationships, and between two to five years estimated useful life for non-compete agreements.
Interest income.
Interest income consists of interest received on our cash and cash equivalents.
Interest expense.
Interest expense consists of interest paid in respect of our indebtedness under the convertible senior notes and amortization of deferred debt issuance costs.
Change in fair value of tax receivable liability
. This amount represents the change in fair value of the tax receivable agreement liability. The TRA liability is carried at fair value; so, any change to the valuation of this liability is recognized through this line in other expense. The change in fair value can result from the redemption or exchange of Post-Merger Repay Units for Class A common stock of Repay Holdings Corporation, through accretion of the discounted fair value of the expected future cash payments, or changes to the discount rate, or Early Termination Rate, used to determine the fair value of the liability.
24
Results of Operations (Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
($ in thousands, except per share data)
2025
2024
2025
2024
Revenue
$
77,725
$
79,145
$
230,676
$
234,771
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)
19,935
17,584
57,003
53,080
Selling, general and administrative
35,159
36,707
105,010
108,963
Depreciation and amortization
25,640
25,529
76,415
79,328
Impairment loss
—
—
103,781
—
Total operating expenses
80,734
79,820
342,209
241,371
Loss from operations
(3,009
)
(675
)
(111,533
)
(6,600
)
Other income (expense)
Interest income
911
1,608
3,464
4,363
Interest expense
(3,085
)
(2,918
)
(9,279
)
(4,739
)
Gain on extinguishment of debt
1,374
13,136
1,374
13,136
Change in fair value of tax receivable liability
(4,607
)
(6,479
)
(10,138
)
(12,758
)
Other income (loss), net
(9
)
67
(262
)
62
Total other income (expense)
(5,416
)
5,414
(14,841
)
64
Income (loss) before income tax benefit (expense)
(8,425
)
4,739
(126,374
)
(6,536
)
Income tax benefit (expense)
1,808
(1,524
)
3,557
149
Net income (loss)
$
(6,617
)
$
3,215
$
(122,817
)
$
(6,387
)
Net loss attributable to non-controlling interest
(203
)
(28
)
(6,205
)
(347
)
Net income (loss) attributable to the Company
$
(6,414
)
$
3,243
$
(116,612
)
$
(6,040
)
Weighted-average shares of Class A common stock outstanding - basic
82,579,954
88,263,285
86,720,963
90,426,364
Weighted-average shares of Class A common stock outstanding - diluted
82,579,954
103,129,907
86,720,963
90,426,364
Income (loss) per Class A share - basic
$
(0.08
)
$
0.04
$
(1.34
)
$
(0.07
)
Income (loss) per Class A share - diluted
$
(0.08
)
$
0.03
$
(1.34
)
$
(0.07
)
Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
Revenue
Total revenue was $77.7 million for the three months ended September 30, 2025, and $79.1 million for the three months ended September 30, 2024, a decrease of $1.4 million or 1.8%. This decrease was due to impacts from previously announced client losses and political media spending in the third quarter of 2024 associated with the 2024 election cycle in our media payments business, partially offset from newly signed clients and the growth of our existing clients.
Cost of Services
Costs of services were $19.9 million for the three months ended September 30, 2025, and $17.6 million for the three months ended September 30, 2024, an increase of $2.4 million or 13.6%. This increase was the result of newly signed clients and the growth of our existing clients, partially offset from impacts of previously announced client losses and political media spending in the third quarter of 2024 associated with the 2024 election cycle in our media payments business.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $35.2 million for the three months ended September 30, 2025, and $36.7 million for the three months ended September 30, 2024, a decrease of $1.5 million or 4.1%, primarily due to a $1.0 million decrease in equity compensation expenses and a $0.9 million decrease in compensation expenses, partially offset by a $0.5 million increase in accounting expenses.
25
Depreciation and Amortization Expenses
Depreciation and amortization expenses were $25.6 million for the three months ended September 30, 2025, and $25.5 million for the three months ended September 30, 2024, an increase of $0.1 million or 0.4%, primarily driven by an increase in amortization in software.
Interest Income
Interest income was $0.9 million for the three months ended September 30, 2025, and $1.6 million for the three months ended September 30, 2024, due to lower average interest rates earned on our cash and cash equivalents.
Interest Expense
Interest expense was $3.1 million for the three months ended September 30, 2025, and $2.9 million for the three months ended September 30, 2024, due to a higher outstanding principal balance under the convertible senior notes.
Gain on debt extinguishment
We incurred a gain of $1.4 million and $13.1 million on extinguishment of debt during the three months ended September 30, 2025 and 2024, respectively, due to the repurchase of 2026 Notes principal, net of a write-off of debt issuance costs relating to the repurchased principal.
Change in Fair Value of Tax Receivable Liability
We incurred a loss, related to accretion expense and fair value adjustment of the tax receivable liability, of $4.6 million for the three months ended September 30, 2025, compared to a $6.5 million loss for the three months ended September 30, 2024, a decrease of $1.9 million. This decrease was due to lower fair value adjustments related to the tax receivable liability, primarily as a result of accretion and changes to the discount rate, or Early Termination Rate, used to determine the fair value of the liability.
Income Tax Benefit and Expense
Income tax benefit was $1.8 million for the three months ended September 30, 2025. This was a result of the operating loss incurred by us, primarily driven by the change in fair value of the tax receivable liability, stock-based compensation deductions and the amortization of assets acquired in the Business Combination and prior acquisitions, partially offset by stock-based compensation expense net tax shortfall and the impact related to cancellation of debt income and write-off of unamortized debt issuance costs associated with the partial repurchase of the 2026 Notes, which are required to be recorded discretely in the interim period in which they occur. The income tax expense was $1.5 million for the three months ended September 30, 2024, which was a result of the operating loss incurred by us, primarily driven by the change in fair value of the tax receivable liability, stock-based compensation deductions and the amortization of assets acquired in the Business Combination and prior acquisitions, offset by stock-based compensation expense net tax shortfall and impact related to cancellation of debt income and write-off of unamortized debt issuance costs associated with the partial repurchase of the 2026 Notes, which are required to be recorded discretely in the interim period in which they occur.
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Revenue
Total revenue was $230.7 million for the nine months ended September 30, 2025, and $234.8 million for the nine months ended September 30, 2024, a decrease of $4.1 million or 1.7%. This decrease was the result of impacts of previously announced client losses and political media spending in the first nine months of 2024 associated with the 2024 election cycle in our media payments business, partially offset from newly signed clients and the growth of our existing clients.
Cost of Services
Costs of services were $57.0 million for the nine months ended September 30, 2025, and $53.1 million for the nine months ended September 30, 2024, an increase of $3.9 million or 7.3%. This increase was the result of newly signed
26
clients and the growth of our existing clients, partially offset from impacts of previously announced client losses and political media spending in the first nine months of 2024 associated with the 2024 election cycle in our media payments business.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $105.0 million for the nine months ended September 30, 2025, and $109.0 million for the nine months ended September 30, 2024, a decrease of $4.0 million or 3.7%, primarily due to a $4.6 million decrease in equity compensation expenses and a $0.3 million decrease in software and technology expenses, partially offset by a $0.8 million increase in accounting expenses.
Depreciation and Amortization Expenses
Depreciation and amortization expenses were $76.4 million for the nine months ended September 30, 2025, and $79.3 million for the nine months ended September 30, 2024, a decrease of $2.9 million or 3.7%, primarily driven by a reduction in amortization in software.
Impairment Loss
We incurred a non-cash impairment loss of $103.8 million during the nine months ended September 30, 2025, primarily due to a $103.2 million goodwill impairment loss related to the Consumer Payments segment. The fair value of the Consumer Payments reporting unit was primarily impacted by a change in the discount rate and the decrease to comparable publicly traded companies’ multiples.
Interest Income
Interest income was $3.5 million for the nine months ended September 30, 2025, and $4.4 million for the nine months ended September 30, 2024, due to lower average interest rates earned on our cash and cash equivalents.
Interest Expense
Interest expense was $9.3 million for the nine months ended September 30, 2025, and $4.7 million for the nine months ended September 30, 2024, due to a higher outstanding principal balance under the convertible senior notes.
Gain on debt extinguishment
We incurred a gain of $1.4 million and $13.1 million on extinguishment of debt during the nine months ended September 30, 2025, and 2024, respectively, due to the repurchase of 2026 Notes principal, net of a write-off of debt issuance costs relating to the repurchased principal.
Change in Fair Value of Tax Receivable Liability
We incurred a loss, related to accretion expense and fair value adjustment of the tax receivable liability of $10.1 million for the nine months ended September 30, 2025, compared to a $12.8 million net loss for the nine months ended September 30, 2024, a decrease of $2.7 million. This decrease was due to lower fair value adjustments related to the tax receivable liability, primarily as a result of accretion and changes to the discount rate, or Early Termination Rate, used to determine the fair value of the liability.
Income Tax Benefit
Income tax benefit was $3.6 million for the nine months ended September 30, 2025. This was a result of the operating loss incurred by us, primarily driven by the change in fair value of the tax receivable liability, stock-based compensation deductions and the amortization of assets acquired in the Business Combination and prior acquisitions, partially offset by stock-based compensation expense net tax shortfall, the impact of the recording of the non-cash impairment loss, and the impact related to cancellation of debt income and write-off of unamortized debt issuance costs associated with the partial repurchase of the 2026 Notes, which are required to be recorded discretely in the interim period in which they occur. The income tax benefit was $0.1 million for the nine months ended September 30, 2024, which was a result of the operating loss incurred by us, primarily driven by the change in fair value of the tax receivable liability,
27
stock-based compensation deductions and the amortization of assets acquired in the Business Combination and prior acquisitions, offset by stock-based compensation expense net tax shortfall, the state rate change impact on deferred taxes and the impact related to cancellation of debt income and write-off of unamortized debt issuance costs associated with the partial repurchase of the 2026 Notes, which are required to be recorded discretely in the interim period in which they occur.
Segments
We provided our services through two reportable segments: (1) Consumer Payments and (2) Business Payments.
The following table presents our segment revenue and selected performance measures.
Three Months Ended September 30,
Nine Months Ended September 30,
($ in thousands)
2025
2024
2025
2024
Revenue
Consumer Payments
$
71,721
$
69,189
$
214,138
$
214,617
Business Payments
12,010
15,297
33,943
35,566
Elimination of intersegment revenues
(6,006
)
(5,341
)
(17,405
)
(15,412
)
Total revenue
$
77,725
$
79,145
$
230,676
$
234,771
Gross profit
(1)
Consumer Payments
$
55,562
$
54,889
$
167,702
$
170,026
Business Payments
8,234
12,013
23,376
27,077
Elimination of intersegment revenues
(6,006
)
(5,341
)
(17,405
)
(15,412
)
Total gross profit
$
57,790
$
61,561
$
173,673
$
181,691
Total gross profit margin
(2)
74%
78%
75%
77%
(1)
Gross profit represents revenue less cost of services (exclusive of depreciation and amortization).
(2)
Gross profit margin represents total gross profit / total revenue.
Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
Consumer Payments
Revenue for the Consumer Payments segment was $71.7 million for the three months ended September 30, 2025 and $69.2 million for the three months ended September 30, 2024, representing a $2.5 million or 3.6% year-over-year increase. This increase was the result of newly signed clients and the growth of our existing clients, partially offset from impacts of previously announced client losses.
Gross profit for the Consumer Payments segment was $55.6 million for the three months ended September 30, 2025 and $54.9 million for the three months ended September 30, 2024, representing a $0.7 million or 1.3% year-over-year increase. This increase was the result of newly signed clients and the growth of our existing clients, partially offset from impacts of previously announced client losses.
Business Payments
Revenue for the Business Payments segment was $12.0 million for the three months ended September 30, 2025 and $15.3 million for the three months ended September 30, 2024, representing a $3.3 million or 21.6% year-over-year decrease. This decrease was the result of the growth from newly signed clients and existing clients being more than offset from impacts from previously announced client losses and political media spending in the third quarter of 2024 associated with the 2024 election cycle in our media payments business.
Gross profit for the Business Payments segment was $8.2 million for the three months ended September 30, 2025 and $12.0 million for the three months ended September 30, 2024, representing a $3.8 million or 31.6% year-over-year decrease. This decrease was the result of the growth from newly signed clients and existing clients being offset from impacts from previously announced client losses and political media spending in the third quarter of 2024 associated with the 2024 election cycle in our media payments business.
28
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Consumer Payments
Revenue for the Consumer Payments segment was $214.1 million for the nine months ended September 30, 2025 and $214.6 million for the nine months ended September 30, 2024, representing a $0.5 million or 0.2% year-over-year decrease. This decrease was the result of the growth from newly signed clients and existing clients being offset from impacts from previously announced client losses.
Gross profit for the Consumer Payments segment was $167.7 million for the nine months ended September 30, 2025 and $170.0 million for the nine months ended September 30, 2024, representing a $2.3 million or 1.4% year-over-year decrease. This decrease was the result of the growth from newly signed clients and existing clients being offset from impacts from previously announced client losses.
Business Payments
Revenue for the Business Payments segment was $33.9 million for the nine months ended September 30, 2025 and $35.6 million for the nine months ended September 30, 2024, representing a $1.6 million or 4.5% year-over-year decrease. This decrease was the result of the growth from newly signed clients and existing clients being more than offset from impacts from previously announced client losses and political media spending in the first nine months of 2024 associated with the 2024 election cycle in our media payments business.
Gross profit for the Business Payments segment was $23.4 million for the nine months ended September 30, 2025 and $27.1 million for the nine months ended September 30, 2024, representing a $3.7 million or 13.7% year-over-year decrease. This decrease was the result of the growth from newly signed clients and existing clients being more than offset from impacts from previously announced client losses and political media spending in the first nine months of 2024 associated with the 2024 election cycle in our media payments business.
29
Non-GAAP Financial Measures
This report includes certain non-GAAP financial measures that management uses to evaluate our operating business, measure our performance and make strategic decisions.
Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as gain on extinguishment of debt, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs and other non-recurring charges.
Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as gain on extinguishment of debt, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation expense, transaction expenses, restructuring and other strategic initiative costs, other non-recurring charges, non-cash interest expense and net of tax effect associated with these adjustments. Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although we exclude amortization from acquisition-related intangibles from our non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation.
Adjusted Net Income per share is a non-GAAP financial measure that represents Adjusted Net Income divided by the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of the outstanding Post-Merger Repay Units) for the
three and nine months ended September 30, 2025
and 2024 (excluding shares subject to forfeiture).
We believe that Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze our business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in our industry may report measures titled Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income per share or similar measures, such non-GAAP financial measures may be calculated differently from how we calculate our non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share alongside other financial performance measures, including net income and our other financial results presented in accordance with GAAP.
The following tables set forth a reconciliation of our results of operations for the three and nine months ended September 30, 2025 and 2024.
30
REPAY HOLDINGS CORPORATION
Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA
For the three months ended September 30, 2025 and 2024
(Unaudited)
Three Months Ended September 30,
($ in thousands)
2025
2024
Revenue
$
77,725
$
79,145
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)
$
19,935
$
17,584
Selling, general and administrative
35,159
36,707
Depreciation and amortization
25,640
25,529
Total operating expenses
$
80,734
$
79,820
Loss from operations
$
(3,009
)
$
(675
)
Other income (expense)
Interest income
911
1,608
Interest expense
(3,085
)
(2,918
)
Gain on extinguishment of debt
1,374
13,136
Change in fair value of tax receivable liability
(4,607
)
(6,479
)
Other income (loss), net
(9
)
67
Total other income (expense)
(5,416
)
5,414
Income (loss) before income tax benefit (expense)
(8,425
)
4,739
Income tax benefit (expense)
1,808
(1,524
)
Net income (loss)
$
(6,617
)
$
3,215
Add:
Interest income
(911
)
(1,608
)
Interest expense
3,085
2,918
Depreciation and amortization
(a)
25,640
25,529
Income tax (benefit) expense
(1,808
)
1,524
EBITDA
$
19,389
$
31,578
Gain on extinguishment of debt
(b)
(1,374
)
(13,136
)
Non-cash change in fair value of assets and liabilities
(c)
4,607
6,479
Share-based compensation expense
(d)
5,508
6,477
Transaction expenses
(e)
238
937
Restructuring and other strategic initiative costs
(f)
1,492
2,202
Other non-recurring charges
(g)
1,342
562
Adjusted EBITDA
$
31,202
$
35,099
31
REPAY HOLDINGS CORPORATION
Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA
For the nine months ended September 30, 2025 and 2024
(Unaudited)
Nine Months Ended September 30,
($ in thousands)
2025
2024
Revenue
$
230,676
$
234,771
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)
$
57,003
$
53,080
Selling, general and administrative
105,010
108,963
Depreciation and amortization
76,415
79,328
Impairment loss
103,781
—
Total operating expenses
$
342,209
$
241,371
Loss from operations
$
(111,533
)
$
(6,600
)
Other income (expense)
Interest income
3,464
4,363
Interest expense
(9,279
)
(4,739
)
Gain on extinguishment of debt
1,374
13,136
Change in fair value of tax receivable liability
(10,138
)
(12,758
)
Other income (loss), net
(262
)
62
Total other income (expense)
(14,841
)
64
Income (loss) before income tax benefit (expense)
(126,374
)
(6,536
)
Income tax benefit (expense)
3,557
149
Net income (loss)
$
(122,817
)
$
(6,387
)
Add:
Interest income
(3,464
)
(4,363
)
Interest expense
9,279
4,739
Depreciation and amortization
(a)
76,415
79,328
Income tax (benefit) expense
(3,557
)
(149
)
EBITDA
$
(44,144
)
$
73,168
Non-cash impairment loss
(h)
103,781
—
Gain on extinguishment of debt
(b)
(1,374
)
(13,136
)
Non-cash change in fair value of assets and liabilities
(c)
10,138
12,758
Share-based compensation expense
(d)
14,602
19,274
Transaction expenses
(e)
1,414
2,028
Restructuring and other strategic initiative costs
(f)
7,727
6,970
Other non-recurring charges
(g)
4,044
3,278
Adjusted EBITDA
$
96,188
$
104,340
32
REPAY HOLDINGS CORPORATION
Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income
For the three months ended September 30, 2025 and 2024
(Unaudited)
Three Months Ended September 30,
($ in thousands)
2025
2024
Revenue
$
77,725
$
79,145
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)
$
19,935
$
17,584
Selling, general and administrative
35,159
36,707
Depreciation and amortization
25,640
25,529
Total operating expenses
$
80,734
$
79,820
Loss from operations
$
(3,009
)
$
(675
)
Interest income
911
1,608
Interest expense
(3,085
)
(2,918
)
Gain on extinguishment of debt
1,374
13,136
Change in fair value of tax receivable liability
(4,607
)
(6,479
)
Other income (loss), net
(9
)
67
Total other income (expense)
(5,416
)
5,414
Income (loss) before income tax benefit (expense)
(8,425
)
4,739
Income tax benefit (expense)
1,808
(1,524
)
Net income (loss)
$
(6,617
)
$
3,215
Add:
Amortization of acquisition-related intangibles
(i)
19,723
19,111
Gain on extinguishment of debt
(b)
(1,374
)
(13,136
)
Non-cash change in fair value of assets and liabilities
(c)
4,607
6,479
Share-based compensation expense
(d)
5,508
6,477
Transaction expenses
(e)
238
937
Restructuring and other strategic initiative costs
(f)
1,492
2,202
Other non-recurring charges
(g)
1,342
562
Non-cash interest expense
(j)
779
762
Pro forma taxes at effective rate
(k)
(7,450
)
(5,364
)
Adjusted Net Income
$
18,248
$
21,245
Shares of Class A common stock outstanding (on an as-converted basis)
(l)
87,868,105
94,074,811
Adjusted Net Income per share
$
0.21
$
0.23
33
REPAY HOLDINGS CORPORATION
Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income
For the nine months ended September 30, 2025 and 2024
(Unaudited)
Nine Months Ended September 30,
($ in thousands)
2025
2024
Revenue
$
230,676
$
234,771
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)
$
57,003
$
53,080
Selling, general and administrative
105,010
108,963
Depreciation and amortization
76,415
79,328
Impairment loss
103,781
—
Total operating expenses
$
342,209
$
241,371
Loss from operations
$
(111,533
)
$
(6,600
)
Other expenses
Interest income
3,464
4,363
Interest expense
(9,279
)
(4,739
)
Gain on extinguishment of debt
1,374
13,136
Change in fair value of tax receivable liability
(10,138
)
(12,758
)
Other income (loss), net
(262
)
62
Total other income (expense)
(14,841
)
64
Income (loss) before income tax benefit (expense)
(126,374
)
(6,536
)
Income tax benefit (expense)
3,557
149
Net income (loss)
$
(122,817
)
$
(6,387
)
Add:
Amortization of acquisition-related intangibles
(i)
58,558
58,549
Non-cash impairment loss
(h)
103,781
—
Gain on extinguishment of debt
(b)
(1,374
)
(13,136
)
Non-cash change in fair value of assets and liabilities
(c)
10,138
12,758
Share-based compensation expense
(d)
14,602
19,274
Transaction expenses
(e)
1,414
2,028
Restructuring and other strategic initiative costs
(f)
7,727
6,970
Other non-recurring charges
(g)
4,044
3,278
Non-cash interest expense
(j)
2,398
2,186
Pro forma taxes at effective rate
(k)
(20,861
)
(20,135
)
Adjusted Net Income
$
57,610
$
65,385
Shares of Class A common stock outstanding (on an as-converted basis)
(l)
92,030,806
96,259,523
Adjusted Net Income per share
$
0.63
$
0.68
(a)
See footnote (i) for details on amortization and depreciation expenses.
(b)
Reflects a gain on the repurchase of 2026 Notes principal, net of a write-off of debt issuance costs relating to the repurchased principal.
(c)
Reflects the changes in management’s estimates of the fair value of the liability relating to TRA.
(d)
Represents compensation expense associated with equity compensation plans.
(e)
Primarily consists of professional service fees incurred in connection with prior transactions.
(f)
Reflects costs associated with reorganization of operations, consulting fees related to processing services and other operational improvements, including restructuring and integration activities related to acquired businesses, that were not in the ordinary course.
(g)
For the three and nine months ended September 30, 2025 and 2024, reflects franchise taxes and other non-income based taxes, non-recurring legal and other litigation expenses and payments made to third-parties in connection with our IT security and personnel.
(h)
Reflects non-cash goodwill impairment loss primarily related to the Consumer Payments segment.
(i)
Reflects amortization of client relationships, non-compete agreement, software, and channel relationship
34
intangibles acquired through the Business Combination, and client relationships, non-compete agreement, and software intangibles acquired through our acquisitions of TriSource, APS, Ventanex, cPayPlus, CPS, BillingTree, Kontrol and Payix. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. See additional information below for an analysis of our amortization expenses:
Three Months Ended September 30,
Nine Months Ended September 30,
($ in thousands)
2025
2024
2025
2024
Acquisition-related intangibles
$
19,723
$
19,111
$
58,558
$
58,549
Software
5,652
6,008
16,949
19,577
Amortization
$
25,375
$
25,119
$
75,507
$
78,126
Depreciation
265
410
908
1,202
Total Depreciation and amortization
(1)
$
25,640
$
25,529
$
76,415
$
79,328
(1)
Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions (see corresponding adjustments in the reconciliation of net income to Adjusted Net Income presented above). Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although we exclude amortization from acquisition-related intangibles from our non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Amortization of intangibles that relate to past acquisitions will recur in future periods until such intangibles have been fully amortized. Any future acquisitions may result in the amortization of additional intangibles.
(j)
Represents amortization of non-cash deferred debt issuance costs.
(k)
Represents pro forma income tax adjustment effect associated with items adjusted above.
(l)
Represents the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of outstanding Post-Merger Repay Units) for the three and nine months ended September 30, 2025 and 2024. These numbers do not include any shares issuable upon conversion of our 2026 Notes. See the reconciliation of basic weighted average shares outstanding to the non-GAAP Class A common stock outstanding on an as-converted basis for each respective period below:
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Weighted average shares of Class A common stock outstanding - basic
82,579,954
88,263,285
86,720,963
90,426,364
Add: Non-controlling interests
Weighted average Post-Merger Repay Units exchangeable for Class A common stock
5,288,151
5,811,526
5,309,843
5,833,159
Shares of Class A common stock outstanding (on an as-converted basis)
87,868,105
94,074,811
92,030,806
96,259,523
Adjusted EBITDA for the three months ended September 30, 2025 and 2024 was $31.2 million and $35.1 million, respectively, representing a 11.1% year-over-year decrease. Adjusted EBITDA for the nine months ended September 30, 2025 and 2024 was $96.2 million and $104.3 million, respectively, representing a 7.8% year-over-year decrease.
Adjusted Net Income for the three months ended September 30, 2025 and 2024 was $18.2 million and $21.2 million, respectively, representing a 14.1% year-over-year decrease. Adjusted Net Income for the nine months ended September 30, 2025 and 2024 was $57.6 million and $65.4 million, respectively, representing a 11.9% year-over-year decrease.
35
Net income (loss) attributable to the Company for the three months ended September 30, 2025 and 2024 was ($6.4) million and $3.2 million, respectively. Net loss attributable to the Company for the nine months ended September 30, 2025 and 2024 was $116.6 million and $6.0 million, respectively.
The decreases in Adjusted EBITDA and Adjusted Net Income and increase in net loss attributable to the Company for the three and nine months ended September 30, 2025 were primarily due to the organic growth of our business from newly signed clients, the growth of existing clients and cost savings initiatives being more than offset from impacts from previously announced client losses and political media spending in the first nine months of 2024 associated with the 2024 election cycle in our media payments business. In addition, the increase in net loss attributable to the Company for the nine months ended September 30, 2025 were impacted by the goodwill impairment loss.
Seasonality
We have experienced in the past, and may continue to experience, seasonal fluctuations in our revenues as a result of consumer spending and political media spending patterns. Revenues during the first quarter of the calendar year tend to increase in comparison to the remaining three quarters of the calendar year. This increase is due to consumers’ receipt of tax refunds and the increases in repayment activity levels that follow. In addition, Business Payments revenue from clients in our media payments business is cyclical. Revenue connected to political advertising spending increases significantly during the third and fourth quarter of election years, such as the mid-term and presidential election cycles. Operating expenses show less seasonal fluctuation, with the result that net income is subject to the similar seasonal factors as our revenues.
Liquidity and Capital Resources
We have historically financed our operations and working capital through net cash from operating activities. As of September 30, 2025, we had $95.7 million of cash and cash equivalents and available borrowing capacity of $250.0 million under the Second Amended Credit Agreement. This balance does not include restricted cash, which reflects cash accounts holding reserves for potential losses and client settlement funds of $46.2 million as of September 30, 2025. Our primary cash needs are to fund working capital requirements, invest in technology development, fund acquisitions and related contingent consideration, make principal payments and interest payments on, refinance or repurchase our outstanding indebtedness, repurchase stock under our Share Repurchase Program, and pay tax distributions to members of Hawk Parent. We expect that our cash flow from operations, current cash and cash equivalents and available borrowing capacity will be sufficient to fund our operations and planned capital expenditures and to service our debt obligations for the next twelve months and the following five years.
We are a holding company with no operations and depend on our subsidiaries for cash to fund all of our consolidated operations, including future dividend payments, if any. We depend on the payment of distributions by our current subsidiaries, including Hawk Parent, which distributions may be restricted by law or contractual agreements, including agreements governing their indebtedness. For a discussion of those considerations and restrictions, refer to Part I, Item 1A “Risk Factors - Risks Related to Our Class A Common Stock” in our Annual Report on Form 10-K for the year ended December 31, 2024.
On May 16, 2022, our board of directors approved a share repurchase program under which we may repurchase up to $50 million of our outstanding Class A common stock (the “Share Repurchase Program”). On May 8, 2025, our board of directors approved the increase of its authorized Share Repurchase Program to up to $75 million. The Share Repurchase Program has no expiration date but may be modified, suspended or discontinued at any time at our discretion. During the three months ended September 30, 2025, we repurchased approximately 3.1 million shares for $15.6 million. As of September 30, 2025, we have $23.0 million remaining capacity under the Share Repurchase Program.
The following table presents a summary of cash flows from operating, investing and financing activities for the periods indicated:
Nine Months Ended September 30,
($ in thousands)
2025
2024
Net cash provided by operating activities
$
67,795
$
115,838
Net cash used in activities
(32,445
)
(34,060
)
Net cash used in financing activities
(130,151
)
(10,668
)
36
Cash Flow from Operating Activities
Net cash provided by operating activities was $67.8 million and $115.8 million for the nine months ended September 30, 2025 and 2024, respectively, which reflects net income as adjusted for non-cash operating items including depreciation and amortization, share-based compensation, and changes in working capital accounts.
Cash Flow from Investing Activities
Net cash used in investing activities was $32.4 million for the nine months ended September 30, 2025, due to the capitalization of software development activities.
Net cash used in investing activities was $34.1 million for the nine months ended September 30, 2024, due to the capitalization of software development activities.
Cash Flow from Financing Activities
Net cash used in financing activities was $130.2 million for the nine months ended September 30, 2025, due to the repayments of the 2026 Notes, treasury shares repurchase, shares repurchased under the Share Repurchase Program, a payment under the TRA and the payments for tax withholding related to shares vesting under the Incentive Plan and ESPP.
Net cash used in financing activities was $10.7 million for the nine months ended September 30, 2024, due to the repayments of the 2026 Notes, shares repurchased under the Share Repurchase Program and purchase of capped calls related to issuance of the 2029 Notes, offset partially by proceeds from the issuance of the 2029 Notes.
Indebtedness
Second Amended Credit Agreement
On July 10, 2024, we entered into the Second Amended Credit Agreement with certain financial institutions, as lenders, and Truist Bank, as administrative agent. The Second Amended Credit Agreement establishes a $250.0 million senior secured revolving credit facility. This facility matures on the earlier of (a) July 10, 2029, (b) the date that is 91 days prior to the maturity date of the 2026 Notes (subject to certain exceptions for adequate liquidity) and (c) the date that is 91 days prior to the maturity date of the 2029 Notes (subject to certain exceptions for adequate liquidity). The maturity date may be extended, subject to certain terms and conditions.
As of September 30, 2025, the Second Amended Credit Agreement provided for a revolving credit facility of $250.0 million. As of September 30, 2025, we had $0 million drawn against the revolving credit facility. We paid $0.2 million and $0.5 million in fees related to unused commitments for the three and nine months ended September 30, 2025, respectively. We paid $0.2 million and $0.4 million in fees related to unused commitments for the three and nine months ended September 30, 2024, respectively.
Convertible Senior Notes
On January 19, 2021, we issued $440.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2026 (the “2026 Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). $40.0 million in aggregate principal amount of such 2026 Notes were sold in the 2026 Notes offering in connection with the full exercise of the initial purchasers’ option to purchase such additional 2026 Notes pursuant to the purchase agreement. Upon conversion, we may choose to pay or deliver cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock. The 2026 Notes will mature on February 1, 2026, unless earlier converted, repurchased or redeemed. On July 8, 2024, we used approximately $200.0 million of proceeds from the offering of 2029 Notes and approximately $5.1 million of cash on hand to repurchase $220.0 million in aggregate principal amount of the 2026 Notes in connection with the 2029 Notes offering. On August 22, 2025, we repurchased $73.5 million in aggregate principal amount of the 2026 Notes.
On July 8, 2024, we issued $287.5 million aggregate principal amount of 2.875% Convertible Senior Notes due 2029 (the “2029 Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant
37
to Rule 144A under the Securities Act. $27.5 million aggregate principal amount of the 2029 Notes were sold in connection with the full exercise of the initial purchasers’ option to purchase such additional 2029 Notes offering pursuant to the purchase agreement. We will settle conversions of the 2029 Notes by paying cash up to the aggregate principal amount of the 2029 Notes to be converted and cash, shares of Class A common stock or a combination of cash and shares, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the 2029 Notes being converted. The 2029 Notes bear interest at a fixed rate of 2.875% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2025. The 2029 Notes will mature on July 15, 2029, unless earlier repurchased, redeemed, or converted in accordance with their terms.
As of September 30, 2025, we had convertible senior notes outstanding of $279.5 million, net of deferred issuance costs, under the 2026 Notes and 2029 Notes. We were in compliance with the related restrictive covenants. Additionally, we currently expect that we will remain in compliance with the restrictive covenants
under the 2026 Notes, the 2029 Notes and the Second Amended Credit Agreement, prospectively.
Tax Receivable Agreement
Upon the completion of the Business Combination, we entered into the TRA with holders of Post-Merger Repay Units. As a result of the TRA, we established a liability in our condensed consolidated financial statements. Such liability, which will increase upon the redemptions or exchanges of Post-Merger Repay Units for our Class A common stock, generally represents 100% of the estimated future tax benefit, if any, relating to the increase in tax basis that will result from redemptions or exchanges of the Post-Merger Repay Units for shares of Class A common stock pursuant to the Exchange Agreement and certain other tax attributes of the Company and tax benefits of entering into the TRA, including tax benefits attributable to payments under the TRA.
Under the terms of the TRA, we may elect to terminate the TRA early but will be required to make an immediate payment equal to the present value of the anticipated future cash tax savings. As a result, the associated liability reported on our condensed consolidated financial statements may be increased. We expect that the payment obligations required under the TRA will be substantial. The actual increase in tax basis, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including the timing of redemptions or exchanges by the holders of Post-Merger Repay Units, the price of our Class A common stock at the time of the redemption or exchange, whether such redemptions or exchanges are taxable, the amount and timing of the taxable income we generate in the future, the tax rate then applicable and the portion of our payments under the TRA constituting imputed interest. We expect to fund the payment of the amounts due under the TRA out of the cash savings that we actually realize in respect of the attributes to which TRA relates. However, the payments required to be made could be in excess of the actual tax benefits that we realize and there can be no assurance that we will be able to finance our obligations under the TRA.
Critical Accounting Policies and Recently Issued Accounting Pronouncements
There have been no significant changes to our critical accounting policies and critical accounting estimates for the nine months ended September 30, 2025. See Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, for a complete discussion of critical accounting policies and critical accounting estimates.
For information related to recent accounting pronouncements and the impact of these pronouncements on our condensed consolidated financial statements, see Note 2. Basis of Presentation and Summary of Significant Accounting Policies, to our Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.
38
ITEM 3. QUANTITATIVE AND QUALITAT
IVE DISCLOSURE ABOUT MARKET RISK
Effects of Inflation
While inflation may impact our revenues and cost of services, we believe the effects of inflation, if any, on our results of operations and financial condition have not been significant. However, there can be no assurance that our results of operations and financial condition will not be materially impacted by inflation in the future.
Interest Rate Risk
Interest rates are highly sensitive to many factors, including U.S. fiscal and monetary policies and domestic and international economic and political considerations, as well as other factors beyond our control. Interest rate risk is the exposure to loss resulting from changes in the level of interest rates and the spread between different interest rates. We are exposed to market risk from changes in interest rates on debt, which bears interest at variable rates. Our revolving credit facility under the Second Amended Credit Agreement has floating interest rates. We are exposed to changes in the level of interest rates and to changes in the relationship or spread between interest rates for its floating rate debt. Our floating rate debt requires payments based on variable interest rates such as the federal funds rate, prime rate, eurocurrency rate, and SOFR. Therefore, increases in interest rates may reduce our net income or loss by increasing the cost of debt. As of September 30, 2025, we had convertible senior notes of $279.5 million, net of deferred issuance costs outstanding. As of December 31, 2024, we had convertible senior notes of $496.8 million, net of deferred issuance costs, outstanding. The borrowings under the Second Amended Credit Agreement accrue interest at either base rate, described above under
“Liquidity and Capital Resources — Indebtedness
,” plus a margin of 0.75% to 1.75% or at an adjusted SOFR rate plus a margin of 1.75% to 2.75% under the Second Amended Credit Agreement, in each case depending on the total net leverage ratio, as defined in the Second Amended Credit Agreement.
We may incur additional borrowings from time to time for general corporate purposes, including working capital and capital expenditures.
Foreign Currency Exchange Rate Risk
Invoices for our services are denominated in U.S. dollars and Canadian dollars. We do not expect our future operating results to be significantly affected by foreign currency exchange rate risk.
ITEM 4. CONTROLS
AND PROCEDURES
Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, we conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on the evaluation of these disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2025, our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
39
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
40
PART II – OTHER INF
ORMATION
ITEM 1. LEGA
L PROCEEDINGS
From time to time we are named as a defendant in legal actions arising from our normal business activities. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, we do not believe any currently pending legal proceeding to which we are a party will have a material adverse effect on our business, prospects, financial condition, cash flows or results of operations.
ITE
M 1A. RISK FACTORS
There have been no material changes with respect to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUI
TY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
The following table summarizes such purchases of Class A common stock made by us or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) of the Exchange Act) for the three months ended September 30, 2025:
Total Number of Shares Purchased
(1)
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(2)
Approximate Dollar Value of Shares that May yet be Purchased Under the Plans or Programs
July 1- 31, 2025
3,035,559
$
5.01
3,024,976
$
23,419,754
August 1 - 31, 2025
100,645
4.84
93,714
(452,395
)
September 1 - 30, 2025
5,345
5.51
—
—
Total
3,141,549
$
5.01
3,118,690
$
22,967,359
(1)
Includes 120,712 shares that
we withheld pursuant to the Incentive Plan in order to satisfy employees’ tax withholding and payment obligations in connection with the vesting of awards of restricted stock under the Incentive Plan, which we withheld at fair market value on the applicable vesting date or purchase date.
(2)
On May 16, 2022, our board of directors approved the Share Repurchase Program under which we may repurchase up to $50 million of our outstanding Class A common stock.
On May 8, 2025, our board of directors approved the increase of its authorized Share Repurchase Program to up to $75 million.
The Share Repurchase Program has no expiration date but may be modified, suspended or discontinued at any time at our discretion. Repurchases under the Share Repurchase Program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases depending on market conditions and corporate needs.
ITEM 3. DEFAULT UPON
SENIOR SECURITIES
None.
ITEM 4. MINE SAF
ETY DISCLOSURES
Not applicable.
ITEM 5. OTHER
INFORMATION
During the three months ended September 30, 2025
, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
adopted
,
modified
or
terminated
a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act).
41
ITEM 6.
EXHIBITS
The exhibits listed in the following exhibit index are furnished as part of this report.
The following financial statements from the Company’s Form 10‑Q for the quarter ended September 30, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Changes In Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Unaudited Condensed Consolidated Financial Statements.
104*
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith.
** Furnished herewith.
42
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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