Veradace calls on Repay board to terminate KUBRA acquisition

Veradace Partners, a significant shareholder of Repay Holdings (RPAY) Corporation, with beneficial ownership of 8.4% of the outstanding Class A Shares, issued an open letter to the Independent Board Members calling on the Board to investigate and abandon the KUBRA transaction and add shareholder representatives to the Board of Directors. The letter read in part, “We are writing to the independent board members publicly because our efforts to engage privately have largely been ignored and urgency is needed to fix a bad deal. We have attempted to reach board members since December 2025. Prior to the announcement of the KUBRA Data Transfer acquisition our attempts were rebuked, following the deal announcement we have spoken with one independent director. That director does not seem aware of the shareholder dissent. The acquisition of KUBRA is not one shareholders support. That should be evident by the decline the day the deal was announced and the RPAY underperformance to both the S&P 500 and the Russell 2000 since deal announcement…The Board should act with haste to collaborate with shareholders to resolve governance issues and stop a deal that is much lower return and much higher risk than other capital allocation alternatives. I’ll summarize how the board can work with shareholders to course correct. First, with input and support from your largest owners, the Board should immediately add two shareholder representatives to the Board to fill recent vacancies. These shareholders board members should lead an investigation on this transaction, one that is a direct conflict with the Repay shareholders’ view on prudent capital allocation. These board members should examine whether this deal is the result of any kind of deceptive conduct or breach of fiduciary duty that did not place shareholders first. Second, given the opposition that was expressed before this deal was definitive, the shareholders and board members should pursue how this deal can be abandoned. Finally, from a fiduciary duty perspective, under no circumstances should this deal close before the voting results of Repay’s 2026 Annual Meeting of Stockholders is reported.”