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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2025

 

 

REPAY HOLDINGS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-38531

98-1496050

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

3060 Peachtree Road NW

Suite 1100

 

Atlanta, Georgia

 

30305

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 404 504-7472

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

 


Item 2.02. Results of Operations and Financial Condition.

 

On November 10, 2025, Repay Holdings Corporation (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter ended September 30, 2025.

 

A copy of the Company’s earnings press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this Item 2.02. As provided in General Instruction B.2 of Form 8-K, the information and exhibits contained in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 7.01. Regulation FD Disclosure.

 

On November 10, 2025, the Company provided supplemental information regarding its business and operations in an earnings supplement and investor presentation that will be made available on the investor relations section of the Company’s website.

 

Copies of the earnings supplement and investor presentation are attached hereto as Exhibits 99.2 and 99.3 and are hereby incorporated by reference in this Item 7.01. As provided in General Instruction B.2 of Form 8-K, the information and exhibits contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press release issued November 10, 2025 by Repay Holdings Corporation

99.2

 

Earnings Supplement, dated November 2025

99.3

 

Investor Presentation, dated November 2025

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Repay Holdings Corporation

Dated: November 10, 2025

By:

/s/ Robert S. Houser

Robert S. Houser

Chief Financial Officer

 


EX-99.1 2 rpay-ex99_1.htm EX-99.1 EX-99.1

 

REPAY Reports Third Quarter 2025 Financial Results

 

Stable growth and continued Free Cash Flow generation in Q3

Retired $73.5 million of convertible notes and repurchased $15.6 million of outstanding shares during Q3

Refining outlook for sustainable growth in Q4 2025

 

ATLANTA, November 10, 2025 -- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of vertically-integrated payment solutions, today reported financial results for its third quarter ended September 30, 2025.

 

Third Quarter 2025 Financial Highlights

 

($ in millions)

 

Q3 2024

 

 

Q4 2024

 

 

Q1 2025

 

 

Q2 2025

 

 

Q3 2025

 

Revenue

 

$

79.1

 

 

$

78.3

 

 

$

77.3

 

 

$

75.6

 

 

$

77.7

 

Gross profit (1)

 

 

61.6

 

 

 

59.7

 

 

 

58.7

 

 

 

57.2

 

 

 

57.8

 

Net (loss) income (2)

 

 

3.2

 

 

 

(4.0

)

 

 

(8.2

)

 

 

(108.0

)

 

 

(6.6

)

Adjusted EBITDA (3)

 

 

35.1

 

 

 

36.5

 

 

 

33.2

 

 

 

31.8

 

 

 

31.2

 

Net cash provided by operating activities

 

 

60.1

 

 

 

34.3

 

 

 

2.5

 

 

 

33.1

 

 

 

32.2

 

Free Cash Flow (3)

 

 

48.8

 

 

 

23.5

 

 

 

(8.0

)

 

 

22.6

 

 

 

20.8

 

Free Cash Flow Conversion (3)

 

 

139

%

 

 

64

%

 

 

(24

%)

 

 

71

%

 

 

67

%

 

(1)
Gross profit represents revenue less costs of services (exclusive of depreciation and amortization).
(2)
During the second quarter of 2025, Net loss was impacted by a $103.8 million goodwill impairment loss primarily related to the Consumer Payments segment. Further information about this non-cash impairment loss can be found in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
(3)
Adjusted EBITDA, Free Cash Flow and Free Cash Flow Conversion are non-GAAP financial measures. See “Non-GAAP Financial Measures” and the reconciliation of Adjusted EBITDA, Free Cash Flow and Free Cash Flow Conversion to their most comparable GAAP measure provided below for additional information.

 

“During the third quarter, REPAY achieved solid normalized growth with strong Adjusted EBITDA margins and robust Free Cash Flow generation. We opportunistically deployed capital towards our organic growth initiatives, repurchased shares, and retired a significant portion of convertible notes,” said John Morris, Chief Executive Officer of REPAY. “These results demonstrate the strategic improvements that are underway. Our core growth strategy is built on our drive to optimize digital payment flows across our Consumer and Business Payments verticals. As we look towards the end of the year, we remain focused on our path of returning to sustainable growth.”

 

Third Quarter 2025 Business Highlights

 

The Company's achievements in the quarter, including those highlighted below, reinforce management's belief in the ability of the Company to drive durable and long-term growth across REPAY's diversified business model.

Reported revenue and gross profit declined 2% and 6% year-over-year due to the impacts from previously announced client losses, which include certain losses due to consolidation, and the incremental gross profit attributable to political media spending associated with the 2024 election cycle in our media payments business
Normalized revenue and gross profit growth1 increased 5% and 1% year-over-year

1 Normalized revenue and gross profit growth are non-GAAP financial measures that account for cyclical political media spending contributions. See “Non-GAAP Financial Measures” and the reconciliations to their most comparable GAAP measures provided below for additional information.


 

Consumer Payments gross profit growth was 1%, which was impacted by the previously announced client losses
Business Payments normalized gross profit growth1 was approximately 12% year-over-year, which includes a headwind related to the previously communicated client loss during 2024
Added five new integrated software partners to bring the total to 291 software relationships as of the end of the third quarter
Accelerated AP supplier network to over 524,000, an increase of approximately 59% year-over-year
Instant funding volumes increased by approximately 36% year-over-year
Added 11 new credit unions & financial institutions within our financial institution vertical

 

2025 Outlook

 

REPAY is refining its previously provided financial outlook for fiscal 2025. In the fourth quarter, the Company now expects:

6% - 8% normalized gross profit growth1
Free Cash Flow Conversion to be above 50%

 

REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures, such as forecasted normalized gross profit growth and Free Cash Flow Conversion, to the most directly comparable GAAP financial measure, because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have a significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading.

 

Segments

 

The Company reports its financial results based on two reportable segments.

 

Consumer Payments – The Consumer Payments segment provides payment processing solutions (including debit and credit card processing, Automated Clearing House (“ACH”) processing and other electronic payment acceptance solutions, as well as REPAY’s loan disbursement product) that enable REPAY’s clients to collect payments from and disburse funds to consumers and includes its clearing and settlement solutions (“RCS”). RCS is REPAY’s proprietary clearing and settlement platform through which it markets customizable payment processing programs to other 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.

 

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 REPAY’s clients to collect payments from 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, homeowner association management and hospitality.

 

 


 

Segment Revenue, Gross Profit, and Gross Profit Margin

 

 

 

Three Months Ended September 30,

 

 

 

 

Nine Months Ended September 30,

 

 

 

($ in thousands)

 

2025

 

 

2024

 

 

% Change

 

2025

 

 

2024

 

 

% Change

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Payments

 

$

71,721

 

 

$

69,189

 

 

4%

 

$

214,138

 

 

$

214,617

 

 

(0%)

Business Payments

 

 

12,010

 

 

 

15,297

 

 

(21%)

 

 

33,943

 

 

 

35,566

 

 

(5%)

Elimination of intersegment revenues

 

 

(6,006

)

 

 

(5,341

)

 

 

 

 

(17,405

)

 

 

(15,412

)

 

 

Total revenue

 

$

77,725

 

 

$

79,145

 

 

(2%)

 

$

230,676

 

 

$

234,771

 

 

(2%)

Gross profit (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Payments

 

$

55,562

 

 

$

54,889

 

 

1%

 

$

167,702

 

 

$

170,026

 

 

(1%)

Business Payments

 

 

8,234

 

 

 

12,013

 

 

(31%)

 

 

23,376

 

 

 

27,077

 

 

(14%)

Elimination of intersegment revenues

 

 

(6,006

)

 

 

(5,341

)

 

 

 

 

(17,405

)

 

 

(15,412

)

 

 

Total gross profit

 

$

57,790

 

 

$

61,561

 

 

(6%)

 

$

173,673

 

 

$

181,691

 

 

(4%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total gross profit margin (2)

 

74%

 

 

78%

 

 

 

 

75%

 

 

77%

 

 

 

(1)
Gross profit represents revenue less costs of services (exclusive of depreciation and amortization).
(2)
Gross profit margin represents total gross profit / total revenue.

 

Conference Call

 

REPAY will host a conference call to discuss third quarter financial results today, November 10, 2025 at 5:00 pm ET. Hosting the call will be John Morris, CEO, and Robert Houser, CFO. The call will be webcast live from REPAY’s investor relations website at https://investors.repay.com/investor-relations. The conference call can also be accessed live over the phone by dialing (877) 407-3982, or for international callers (201) 493-6780. A replay will be available one hour after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13755763. The replay will be available at https://investors.repay.com/investor-relations.

 

Non-GAAP Financial Measures

 

This report includes certain non-GAAP financial measures that management uses to evaluate the Company’s operating business, measure 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, gain on extinguishment of debt 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, 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 REPAY excludes amortization from acquisition-related intangibles from its 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 units exchangeable for shares of Class A common stock) for the three and nine months ended September 30, 2025 and 2024 (excluding shares subject to forfeiture). Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. Normalized revenue growth represents year-over-year revenue growth that excludes incremental gross profit attributable to political media spending associated with the 2024 election cycle in our media payments business. Normalized gross profit growth represents year-over-year gross profit growth that excludes incremental gross profit attributable to political media spending associated with the 2024 election cycle in our media payments business. REPAY believes that Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income per share, Free Cash Flow, Free Cash Flow Conversion, Normalized revenue growth and Normalized gross profit growth provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, net cash provided by operating activities, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s 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 REPAY’s industry may report measures titled as the same or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider REPAY’s non-GAAP financial measures alongside other financial performance measures, including net income, net cash provided by operating activities and REPAY’s other financial results presented in accordance with GAAP.

 

Forward-Looking Statements

 

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, including 2025 outlook, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “guidance,” “will likely result,” “are expected to,” “will continue,” “should,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding the strategic review process, REPAY’s market and growth opportunities, REPAY’s business strategy and the plans and objectives of management for future operations and the allocation of capital. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond REPAY’s control.

 

 


 

In addition to factors disclosed in REPAY’s reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2024 and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: risks or uncertainties relating to the outcome or timing of REPAY’s strategic review process, 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, the U.S. government shutdown, general economic slowdown or recession; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to REPAY’s clients; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to maintain effective internal controls.

 

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources it believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

 

About REPAY

 

REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.

Contacts

Investor Relations Contact for REPAY:

ir@repay.com

Media Relations Contact for REPAY:

Kristen Hoyman

(404) 637-1665

khoyman@repay.com

 


 

 

Consolidated Statement of Operations

 

 

 

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

)

 

 


 

Consolidated Balance Sheets

 

($ in thousands)

 

September 30, 2025 (Unaudited)

 

 

December 31, 2024

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

95,691

 

 

$

189,530

 

Current restricted cash

 

 

34,595

 

 

 

35,654

 

Accounts receivable, net

 

 

33,215

 

 

 

32,950

 

Prepaid expenses and other

 

 

16,696

 

 

 

17,114

 

Total current assets

 

 

180,197

 

 

 

275,248

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

1,407

 

 

 

2,383

 

Noncurrent restricted cash

 

 

11,622

 

 

 

11,525

 

Intangible assets, net

 

 

345,773

 

 

 

389,034

 

Goodwill

 

 

613,012

 

 

 

716,793

 

Operating lease right-of-use assets, net

 

 

9,662

 

 

 

11,142

 

Deferred tax assets

 

 

166,962

 

 

 

163,283

 

Other assets

 

 

4,854

 

 

 

2,500

 

Total noncurrent assets

 

 

1,153,292

 

 

 

1,296,660

 

Total assets

 

$

1,333,489

 

 

$

1,571,908

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Accounts payable

 

$

22,990

 

 

$

28,912

 

Accrued expenses

 

 

50,655

 

 

 

55,501

 

Current maturities of long-term debt

 

 

146,289

 

 

 

 

Current operating lease liabilities

 

 

1,577

 

 

 

1,230

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 


 

 

Consolidated Statements of Cash Flows

 

 

Nine Months Ended June 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 convertible notes

 

 

 

 

 

(39,186

)

Payment of Tax Receivable Agreement

 

 

(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 GAAP Net Income (Loss) 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

 

 

 

 

 

 

 

 

 

 

 


 

 

Quarterly Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA

(Unaudited)

 

 

 

Three Months Ended

 

($ in thousands)

 

December 31, 2024

 

 

March 31, 2025

 

 

June 30, 2025

 

Net income (loss)

 

$

(3,958

)

 

$

(8,168

)

 

$

(108,032

)

 

 

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

 

 

 

Interest income

 

$

(1,629

)

 

$

(1,356

)

 

$

(1,197

)

Interest expense

 

 

3,134

 

 

 

3,107

 

 

 

3,087

 

Depreciation and amortization (a)

 

 

24,382

 

 

 

25,294

 

 

 

25,481

 

Income tax (benefit) expense

 

 

(426

)

 

 

(452

)

 

 

(1,297

)

EBITDA

 

$

21,503

 

 

$

18,425

 

 

$

(81,958

)

 

 

 

 

 

 

 

 

 

Non-cash impairment loss (h)

 

 

 

 

 

 

 

 

103,781

 

Non-cash change in fair value of assets and liabilities (c)

 

 

1,785

 

 

 

3,022

 

 

 

2,509

 

Share-based compensation expense (d)

 

 

5,921

 

 

 

6,045

 

 

 

3,049

 

Transaction expenses (e)

 

 

297

 

 

 

782

 

 

 

394

 

Restructuring and other strategic initiative costs (f)

 

 

5,524

 

 

 

3,511

 

 

 

2,724

 

Other non-recurring charges (g)

 

 

1,440

 

 

 

1,390

 

 

 

1,312

 

Adjusted EBITDA

 

$

36,470

 

 

$

33,175

 

 

$

31,811

 

 

 


 

Reconciliation of GAAP Net Income (Loss) 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

 

 

 

 

 

 

 

 

 

 

 


 

Reconciliation of GAAP Net Income (Loss) 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

 

 

 

 


 

Reconciliation of GAAP Net Income (Loss) 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

 

 

 

 


 

Reconciliation of Operating Cash Flow to Free Cash Flow

For the Three and Nine Months and Ended September 30, 2025 and 2024

(Unaudited)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

($ in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net cash provided by operating activities

 

$

32,227

 

 

$

60,058

 

 

$

67,795

 

 

$

115,838

 

Capital expenditures

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for property and equipment

 

 

(122

)

 

 

(211

)

 

 

(199

)

 

 

(782

)

Capitalized software development costs

 

 

(11,321

)

 

 

(11,029

)

 

 

(32,246

)

 

 

(33,278

)

Total capital expenditures

 

 

(11,443

)

 

 

(11,240

)

 

 

(32,445

)

 

 

(34,060

)

Free cash flow

 

$

20,784

 

 

$

48,818

 

 

$

35,350

 

 

$

81,778

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Free cash flow conversion

 

 

67

%

 

 

139

%

 

 

37

%

 

 

78

%

 

 

Quarterly Reconciliation of Operating Cash Flow to Free Cash Flow

(Unaudited)

 

 

 

Three Months Ended

 

($ in thousands)

 

December 31, 2024

 

 

March 31, 2025

 

 

June 30, 2025

 

Net cash provided by operating activities

 

$

34,252

 

 

$

2,503

 

 

$

33,065

 

Capital expenditures

 

 

 

 

 

 

 

 

 

Cash paid for property and equipment

 

 

(207

)

 

 

(146

)

 

 

69

 

Capitalized software development costs

 

 

(10,586

)

 

 

(10,391

)

 

 

(10,534

)

Total capital expenditures

 

 

(10,793

)

 

 

(10,537

)

 

 

(10,465

)

Free cash flow

 

$

23,459

 

 

$

(8,034

)

 

$

22,600

 

 

 

 

 

 

 

 

 

 

 

Free cash flow conversion

 

 

64

%

 

 

(24

%)

 

 

71

%

 

 

Reconciliation of Revenue Growth to Normalized Revenue Growth

For the Year-over-Year Change Between the Three Months Ended September 30, 2025 and 2024

(Unaudited)

 

 

 

Q3 YoY Change

 

 

Total Revenue growth

 

 

(2

%)

 

Less: Growth from contributions related to political media

 

 

(7

%)

 

Normalized revenue growth (m)

 

 

5

%

 

 

Reconciliation of Gross Profit Growth to Normalized Gross Profit Growth by Segment

For the Year-over-Year Change Between the Three Months Ended September 30, 2025 and 2024

(Unaudited)

 

 

 

Consumer Payments

 

 

Business Payments

 

 

Total

 

Gross profit growth

 

 

1

%

 

 

(31

%)

 

 

(6

%)

Less: Growth from contributions related to political media

 

 

 

 

 

(43

%)

 

 

(7

%)

Normalized gross profit growth (n)

 

 

1

%

 

 

12

%

 

 

1

%

 

 


 

 

(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 the Tax Receivable Agreement.
(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)
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 intangibles acquired through the business combination with Thunder Bridge, and client relationships, non-compete agreement, and software intangibles acquired through REPAY's acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables 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 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

 

 

 

 

Three Months Ended

 

($ in thousands)

 

December 31, 2024

 

 

March 31, 2025

 

 

June 30, 2025

 

Acquisition-related intangibles

 

$

18,595

 

 

$

19,329

 

 

$

19,506

 

Software

 

 

5,249

 

 

 

5,482

 

 

 

5,815

 

Amortization

 

$

23,844

 

 

$

24,811

 

 

$

25,321

 

Depreciation

 

 

538

 

 

 

483

 

 

 

160

 

Total Depreciation and amortization (1)

 

$

24,382

 

 

$

25,294

 

 

$

25,481

 

(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 REPAY excludes amortization from acquisition-related intangibles from its 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 the Company’s convertible senior 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

 

(m)
Represents year-over-year revenue growth that excludes incremental revenue attributable to political media spending in Q3 2024 associated with the 2024 election cycle in our media payments business.
(n)
Represents year-over-year gross profit growth that excludes incremental gross profit attributable to political media spending in Q3 2024 associated with the 2024 election cycle in our media payments business.

 


EX-99.2 3 rpay-ex99_2.htm EX-99.2

Slide 1

Q3 2025 Earnings Supplement November 2025 Exhibit 99.2


Slide 2

Disclaimer Repay Holdings Corporation (“REPAY” or the “Company”) is required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”) Such filings, which you may obtain for free at the SEC’s website at http://www.sec.gov, discuss some of the important risk factors that may affect REPAY’s business, results of operations and financial condition. Forward-Looking Statements This presentation (the “Presentation”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, REPAY’s updated 2025 outlook and other financial guidance, expected demand on REPAY’s product offering, including further implementation of electronic payment options and statements regarding REPAY’s market and growth opportunities, and REPAY’s business strategy and the plans and objectives of management for future operations. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond REPAY’s control. In addition to factors previously disclosed in REPAY’s reports filed with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent Form 10-Qs, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: 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, the U.S. government shutdown, general economic slowdown or recession; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to REPAY’s clients; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its capital allocation and growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to maintain effective internal controls. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this Presentation. Forecasts and estimates regarding our industry and end markets are based on sources REPAY believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Industry and Market Data The information contained herein also includes information provided by third parties, such as market research firms. Neither of REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, guarantee the accuracy, completeness, timeliness or availability of any information. Neither REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, are responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. Neither REPAY nor its affiliates give any express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. Non-GAAP Financial Measures This Presentation includes certain non-GAAP financial measures that REPAY’s management uses to evaluate its operating business, measure its 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 and/or non-recurring charges, such as non-cash impairment loss, loss on business disposition, loss on extinguishment of debt, loss on termination of interest rate hedge, non-cash change in fair value of contingent consideration, 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 EBITDA margin is a non-GAAP financial measure that represents Adjusted EBITDA divided by GAAP revenue. 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 and/or non-recurring charges, such as non-cash impairment loss, loss on business disposition, loss on extinguishment of debt, loss on termination of interest rate hedge, non-cash change in fair value of contingent consideration, non-cash change in fair value of assets and liabilities, share-based compensation expense, transaction expenses, restructuring and strategic initiative costs and other non-recurring charges, non-cash interest expense, 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 management excludes amortization from acquisition-related intangibles from REPAY’s 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. Each of “organic revenue growth,” and “organic gross profit (GP) growth” is a non-GAAP financial measure that represents the percentage change in the applicable metric for a fiscal period over the comparable prior fiscal period, exclusive of any incremental amount attributable to acquisitions or divestitures made in the comparable prior fiscal period or any subsequent fiscal period through the applicable current fiscal period. Any financial measure (whether GAAP or non-GAAP) that is modified by “excl. political media” is a non-GAAP financial measure that measures a defined growth rate exclusive of the estimated contribution from political media clients in the prior corresponding period. Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. REPAY believes that each of the non-GAAP financial measures referenced in this paragraph provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures 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 REPAY’s 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 REPAY’s industry may report measures titled with the same or similar description, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider each of the non-GAAP financial measures referenced in this paragraph alongside other financial performance measures, including net income and REPAY’s other financial results presented in accordance with GAAP.


Slide 3

Financial Update – Q3 2025 ($MM) Revenue Gross Profit Adjusted EBITDA (2) Revenue growth excl. political media and Gross profit growth excl. political are non-GAAP financial measures. See slide 1 under “Non-GAAP Financial Measures” and slide 16 for reconciliation Gross profit margin represents gross profit / revenue Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See slide 1 under “Non-GAAP Financial Measures” and slide 12 for reconciliation. Adjusted EBITDA margin represents adjusted EBITDA / revenue Free Cash Flow and Free Cash Flow conversion are non-GAAP financial measures. See slide 1 under “Non-GAAP Financial Measures” and slide 14 for reconciliation. Free Cash Flow conversion represents Free Cash Flow / Adjusted EBITDA 78% 74% % Margin (2) 44% 40% % Margin (3) 1% y/y growth, excl. political media(1) 5% y/y growth, excl. political media(1) Free Cash Flow (3) 139% 67% FCF conversion (4)


Slide 4

Q3 2025 Gross Profit Dynamics New GP Dollars Political media impact One-off client loss impact MSD growth when excluding impacts from political media and client losses 1% normalized y/y growth, excl. political media (1) (6%) y/y decline, as reported (In $ millions) One-off client loss impact Volume discounts & pricing Non-card volume mix Increase in transaction value Political media impact Gross Profit Margin Gross Profit Increased mix of large clients with volume discounts and emerging ramp of new enterprise clients with volume pricing As our clients continue to adopt more payment modalities, ACH and check volumes are increasing in overall mix Average transaction value increased resulting in higher assessment fees on capped interchange Gross profit growth excl. political is a non-GAAP financial measures. See slide 1 under “Non-GAAP Financial Measures” and slide 16 for reconciliation


Slide 5

Consumer Payments Results – Q3 2025 ($MM) Key Business Highlights ~3% GP growth headwind from one-off client losses GP margins impacted from increased mix of clients with volume pricing and an increase in average transaction value Resilent trends across auto loans, personal loans, credit unions, and mortgage servicing, while seeing pockets of consumer softness Winning large enterprise clients who are adopting more payment channels and modalities Continued strong adoption of non-card volume-based products Executing on integration refreshes to further penetrate software partnerships, which leads to confidence in our sales pipeline Gross Profit Margin 79% 77% 4% y/y growth, as reported 1% y/y growth, as reported


Slide 6

Strong sales pipeline within healthcare, property management, and municipality verticals via direct sales and new / refreshed integrations Increased our AP Supplier Network 59% y/y to 524,000+ suppliers Gross Profit increased when excluding political media, despite being partially offset by: ~10% headwind from one-off client losses Softness in AR as we prioritize AP Payment mix with suppliers as we focus on TotalPay adoption GP margins impacted from one-off client loss & lapping strong political media contributions Business Payments Results – Q3 2025 ($MM) Key Business Highlights Gross Profit Margin 79% 69% 21% y/y growth, excl. political media (1) 12% y/y growth, excl. political media (1) ((21%) y/y decline, as reported) ((31%) y/y decline, as reported) Business Payments revenue and gross profits growth excl. political media is a non-GAAP financial measure. This represents Business Payments revenue and gross profit growth minus the estimated contributions related to political media in Q3 2024, respectively. See slide 16 for reconciliation


Slide 7

Balance Sheet Flexibility and Net Leverage Total liquidity represents cash balance plus the undrawn revolver facility as of 6/30/2025 and 9/30/2025 Management estimated total liquidity for 2025E expected to be in excess of near-term debt maturity Adjusted EBITDA is a non-GAAP financial measure. See slide 1 under “Non-GAAP Financial Measures.” LTM Adjusted EBITDA represents the sum of the Adjusted EBITDA for the four most recent fiscal quarters. See slide 14 for such amounts and additional reconciliation information contained in footnote 2 of Slide 8 Liquidity & Near-Term Debt Maturity Focused on Maintaining Significant Liquidity Business focused on high cash flow conversion and further improvements Continued investments in organic growth Executed on share repurchase program by buying 3.1 million shares for $15.6 million during Q3 2025 (7.9 million shares for $38.3 million YTD) Preserve liquidity and profitability through: Hiring focused on revenue generating / supporting roles Limited discretionary expenses Negotiations with vendors On-going cash generation & continued improvements in FCF conversion (1) (In $ millions) (2) Net Leverage as of September 30, 2025 Total Debt $434 MM Cash Balance $96 MM Net Debt $338 MM LTM Adjusted EBITDA (3) $133 MM Net Leverage 2.5x Committed to Prudently Managing Leverage Total Outstanding Debt comprised of: $146.5 million 2026 Convertible Notes with 0% coupon Retired $73.5 million on August 21st $288 million 2029 Convertible Notes with 2.875% coupon $250 million revolver facility provides flexibility for debt maturities and further acquisitions (upsized on July 10, 2024) Secured net leverage covenant is max of 2.5x (definitionally excludes convertible notes balance) (1) Retired $73.5 million of $220 million converts maturing in Feb 2026


Slide 8

2025 Outlook GROSS PROFIT FREE CASH FLOW CONVERSION (1) Note: REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures such as forecasted Normalized Gross Profit Growth and Free Cash Flow Conversion to the most directly comparable GAAP financial measure because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading Free Cash Flow Conversion represents Free Cash Flow / Adjusted EBITDA REPAY refines its previously provided financial outlook 6%-8% Q4 Normalized Growth Above 50% in Q4 (prior was HSD to LDD) (prior was 60%)


Slide 9

History of Sustained Growth Across All Key Metrics… Gross Profit (1) Revenue (1) Free Cash Flow (2) Adjusted EBITDA(2) (In $ Millions) (In $ Millions) (In $ Millions) (In $ Millions) 12% CAGR Consumer Payments Business Payments Consolidated Consolidated totals include the elimination of intersegment revenues Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures. See slide 1 under “Non-GAAP Financial Measures” and slides 12 & 14 for reconciliations. For historical periods shown with respect to Adjusted EBITDA, see the reconciliations provided in the Company’s previous reported earnings releases and filings on Form 10-K or Form 10-Q with respect to such period ended. CAGR is from Q2 2021 to Q3 2025 12% CAGR 10% CAGR 31% CAGR (3)


Slide 10

…With Strong Gross Profit Margins and Robust FCF Conversion FCF Conversion (1) Gross Profit Margin Free Cash Flow Conversion represents Free Cash Flow / Adjusted EBITDA. Free Cash Flow Conversion is non-GAAP financial measure. See slide 1 under “Non-GAAP Financial Measures” and slide 14 for reconciliation


Slide 11

Appendix


Slide 12

Q3 2025 Financial Update Note: Not meaningful (NM) for comparison Operating expenses includes SG&A and expenses associated with non-cash impairment loss, the change in fair value of tax receivable liability, change in fair value of contingent consideration, loss on extinguishment of debt, and other income / expenses See “Adjusted EBITDA Reconciliation” on slide 12 for reconciliation of Adjusted EBITDA to its most comparable GAAP measure See “Adjusted Net Income Reconciliation” on slide 13 for reconciliation of Adjusted Net Income to its most comparable GAAP measure See “Free Cash Flow Reconciliation” on slide 14 for reconciliation of Free Cash Flow to its most comparable GAAP measure THREE MONTHS ENDED SEPTEMBER 30 CHANGE $MM 2025 2024 AMOUNT %           Revenue $75.6 $74.9 $0.7 1% Costs of Services 18.4 16.3 2.1 13% Gross Profit $57.2 $58.6 ($1.4) (2%) Operating Expenses(1) 37.8 27.0 10.8 40% EBITDA $19.4 $31.6 ($12.2) (39%) Depreciation and Amortization 25.6 25.5 0.1 NM Interest (Income) (0.9) (1.6) 0.7 NM Interest Expense 3.1 2.9 0.2 NM Income Tax Expense (Benefit) (1.8) 1.5 (3.3) NM Net Income (Loss) ($6.6) $3.2 ($9.8) NM Adjusted EBITDA(2) $31.2 $35.1 ($3.9) (11%) Adjusted Net Income(3) $18.2 $21.2 ($3.0) (14%) Free Cash Flow(4) $20.8 $48.8 ($28.0) (57%)


Slide 13

Q3 2025 Adjusted EBITDA Reconciliation Reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the business combination with Thunder Bridge, and client relationships, non-compete agreement, and software intangibles acquired through REPAY's acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables 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. Reflects a gain on the repurchase of 2026 Notes principal, net of a write-off of debt issuance costs relating to the repurchased principal. Reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement. Represents compensation expense associated with equity compensation plans. Primarily consists of professional service fees incurred in connection with prior transactions. 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. 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. $MM Q3 2025 Q3 2024 Net Income (Loss) ($6.6) $3.2 Interest (Income) (0.9) (1.6) Interest Expense 3.1 2.9 Depreciation and Amortization(1) 25.6 25.5 Income Tax Expense (Benefit) (1.8) 1.5 EBITDA $19.4 $31.6 Gain on extinguishment of debt(2) (1.4) (13.1) Non-cash change in fair value of assets and liabilities(3) 4.6 6.5 Share-based compensation expense(4) 5.5 6.5 Transaction expenses(5) 0.2 0.9 Restructuring and other strategic initiative costs(6) 1.5 2.2 Other non-recurring charges(7) 1.3 0.6 Adjusted EBITDA $31.2 $35.1


Slide 14

Q3 2025 Adjusted Net Income Reconciliation Reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the business combination with Thunder Bridge, and client relationships, non-compete agreement, and software intangibles acquired through REPAY's acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables 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. Reflects a gain on the repurchase of 2026 Notes principal, net of a write-off of debt issuance costs relating to the repurchased principal. Reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement. Represents compensation expense associated with equity compensation plans. Primarily consists of professional service fees incurred in connection with prior transactions. 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. 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. Represents amortization of non-cash deferred debt issuance costs. Represents pro forma income tax adjustment effect associated with items adjusted above. ($MM) Q3 2025 Q3 2024 Net Income (Loss)   ($6.6) $3.2 Amortization of acquisition-related intangibles(1)   19.7 19.1 Gain on extinguishment of debt(2)   (1.4) (13.1) Non-cash change in fair value of assets and liabilities(3)   4.6 6.5 Share-based compensation expense(4)   5.5 6.5 Transaction expenses(5)   0.2 0.9 Restructuring and other strategic initiative costs(6)   1.5 2.2 Other non-recurring charges(7)   1.3 0.6 Non-cash interest expense(8)   0.8 0.8 Pro forma taxes at effective rate(9) (7.5) (5.4) Adjusted Net Income   $18.2 $21.2


Slide 15

Free Cash Flow Reconciliation 2021 2022 2023 2024 2025 $MM Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Net Cash provided by Operating Activities $4.8 $12.1 $14.6 $21.8 $13.8 $13.3 $25.3 $21.8 $20.8 $20.0 $28.0 $34.9 $24.8 $31.0 $60.1 $34.3 $2.5 $33.1 $32.2 Capital expenditures                                       Cash paid for property and equipment (0.6) (0.3) (0.9) (0.9) (0.6) (1.3) (0.8) (0.6) (0.5) 0.4 (0.9) (0.2) (0.1) (0.5) (0.2) (0.2) (0.1) 0.1 (0.1) Cash paid for capitalized software development costs (1) (4.6) (5.2) (5.2) (5.7) (7.0) (5.1) (8.7) (7.4) (13.2) (10.4) (13.1) (12.9) (11.0) (11.2) (11.0) (10.6) (10.4) (10.5) (11.3) Total capital expenditures (5.2) (5.5) (6.1) (6.7) (7.6) (6.3) (9.5) (7.9) (13.7) (10.0) (14.0) (13.1) (11.1) (11.7) (11.2) (10.8) (10.5) (10.5) (11.4) Free Cash Flow ($0.4) $6.6 $8.5 $15.2 $6.2 $7.0 $15.9 $13.9 $7.1 $10.0 $13.9 $21.8 $13.7 $19.3 $48.8 $23.5 ($8.0) $22.6 $20.8 Adjusted EBITDA $20.5 $20.4 $24.5 $27.8 $29.3 $27.6 $31.7 $35.9 $30.9 $30.3 $31.9 $33.5 $35.5 $33.7 $35.1 $36.5 $33.2 $31.8 $31.2 Free Cash Flow Conversion(2) (2%) 32% 35% 54% 21% 25% 50% 39% 23% 33% 44% 65% 38% 57% 139% 64% (24%) 71% 67% Historical periods beginning Q3 2023 reflect cash paid for intangibles assets that exclude acquisition costs that are capitalized as channel relationships Represents Free Cash Flow / Adjusted EBITDA Full Year $MM 2022 2023 2024 Net Cash provided by Operating Activities $74.2 $103.6 $150.1 Capital expenditures   Cash paid for property and equipment (3.2) (0.7) (1.0) Cash paid for capitalized software development costs (1) (33.6) (50.1) (43.9) Total capital expenditures (36.8) (50.8) (44.9) Free Cash Flow $37.4 $52.8 $105.2 Adjusted EBITDA $124.5 $126.8 $140.8 Free Cash Flow Conversion(2) 30% 42% 75%


Slide 16

Depreciation and Amortization Detail Note 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 REPAY excludes amortization from acquisition-related intangibles from its 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 $MM Q3 2025 Q3 2024 Acquisition-related intangibles $19.7 $19.1 Software 5.7 6.0 Amortization $25.4 $25.1 Depreciation 0.3 0.4 Total Depreciation and Amortization $25.6 $25.5


Slide 17

Q3 2025 Revenue and Gross Profit Growth Reconciliations Q3 2025 $MM Consumer Payments Business Payments Total Company Revenue Growth 4% (21%) (2%) Political Media contribution / (impact) n/a (42%) (7%) Revenue Growth, excl. political media 4% 21% 5% Q3 2025 $MM Consumer Payments Business Payments Total Company Gross Profit Growth 1% (31%) (6%) Political Media contribution / (impact) n/a (43%) (7%) Gross Profit Growth, excl. political media 1% 12% 1%


Slide 18

Gross Profit Growth Reconciliation 2023 2024 2025 $MM Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Gross Profit Growth 11% 8% 3% 2% 6% 9% 7% 9% 2% 6% (5%) (2%) (6%) Acquisitions / (Divestitures) impact (2%) (4%) (6%) (6%) (4%) (2%) n/a n/a n/a (1%) n/a n/a n/a Organic Gross Profit Growth 13% 12% 9% 8% 10% 11% 7% 9% 2% 7% (5%) (2%) (6%) Political Media contribution / (impact) (1%) (2%) (3%) (5%) (3%) 1% 2% 8% 11% 5% (1%) (1%) (7%) Organic GP Growth excl. political media 13% 14% 12% 13% 13% 10% 5% 1% (9%) 2% (4%) (1%) 1%


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Historical Segment Details Note: Historical periods reflect the reclassification of revenue and gross profit between Consumer Payments and Business Payments segments 2022 2023 2024 2025 Full Year $MM Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2022 2023 2024 Consumer Payments $61.1 $59.8 $63.0 $64.3 $69.9 $65.9 $68.7 $71.1 $76.1 $69.3 $69.2 $66.3 $71.9 $70.5 $71.7 $248.2 $275.7 $281.0 Business Payments 8.9 9.9 11.4 12.3 8.7 9.8 9.7 9.9 9.7 10.6 15.3 17.4 11.0 10.9 12.0 42.6 38.1 52.9 Intercompany eliminations (2.4) (2.3) (2.9) (4.0) (4.1) (4.0) (4.1) (5.0) (5.1) (5.0) (5.3) (5.4) (5.6) (5.8) (6.0) (11.6) (17.1) (20.8) Revenue $67.6 $67.4 $71.6 $72.7 $74.5 $71.8 $74.3 $76.0 $80.7 $74.9 $79.1 $78.3 $77.3 $75.6 $77.7 $279.2 $296.6 $313.0 Consumer Payments $47.5 $46.1 $49.7 $53.1 $54.6 $51.7 $53.6 $56.2 $59.6 $55.5 $54.9 $53.1 $56.7 $55.4 $55.6 $195.5 $216.1 $223.1 Business Payments 5.9 7.0 8.1 8.6 6.0 7.2 7.2 7.5 7.0 8.0 12.0 12.1 7.6 7.6 8.2 30.4 28.0 39.1 Intercompany eliminations (2.4) (2.3) (2.9) (4.0) (4.1) (4.0) (4.1) (5.0) (5.1) (5.0) (5.3) (5.4) (5.6) (5.8) (6.0) (11.6) (17.1) (20.8) Gross Profit $51.0 $50.7 $54.9 $57.8 $56.6 $54.9 $56.7 $58.7 $61.5 $58.6 $61.6 $59.7 $58.7 $57.2 $57.8 $214.4 $226.9 $241.4 Consumer Payments 77.8% 77.0% 79.0% 82.6% 78.1% 78.4% 78.0% 79.0% 78.3% 80.2% 79.3% 80.0% 78.8% 78.7% 77.5% 78.8% 78.4% 79.4% Business Payments 66.5% 70.0% 70.4% 70.1% 69.5% 73.3% 74.1% 76.6% 72.8% 75.7% 78.5% 69.5% 68.8% 69.3% 68.6% 71.4% 73.5% 74.0% Gross Profit Margin 75.5% 75.2% 76.8% 79.5% 75.9% 76.5% 76.3% 77.3% 76.2% 78.2% 77.8% 76.3% 75.9% 75.7% 74.4% 76.8% 76.5% 77.1%

EX-99.3 4 rpay-ex99_3.htm EX-99.3

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Investor Presentation Exhibit 99.3 November 2025


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Disclaimer On July 11, 2019 (the “Closing Date”), Thunder Bridge Acquisition Ltd. (“Thunder Bridge”) and Hawk Parent Holdings LLC (“Hawk Parent”) completed a business combination (the “Business Combination”) under which Thunder Bridge acquired Hawk Parent, upon which Thunder Bridge changed its name to Repay Holdings Corporation (“REPAY” or the “Company”). The Company’s filings with the Securities and Exchange Commission (“SEC”), which you may obtain for free at the SEC’s website at http://www.sec.gov, discuss some of the important risk factors that may affect REPAY’s business, results of operations and financial condition. Forward-Looking Statements This presentation (the “Presentation”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, expected demand on REPAY’s product offering, including further implementation of electronic payment options and statements regarding REPAY’s market and growth opportunities, and our business strategy and the plans and objectives of management for future operations. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. In addition to factors previously disclosed in REPAY’s reports filed with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent Form 10-Qs, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: 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, the U.S. government shutdown, general economic slowdown or recession; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to REPAY’s clients; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its capital allocation and growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to maintain effective internal controls. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about us or the date of such information in the case of information from persons other than us, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding our industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Industry and Market Data The information contained herein also includes information provided by third parties, such as market research firms. Neither of REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, guarantee the accuracy, completeness, timeliness or availability of any information. Neither REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, are responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. Neither REPAY nor its affiliates give any express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. Non-GAAP Financial Measures This Presentation includes certain non-GAAP financial measures that REPAY’s management uses to evaluate its operating business, measure its 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 not to be part of normal operating expenses, non-cash and/or non-recurring charges, such as non-cash impairment loss, loss on extinguishment of debt, loss on termination of interest rate hedge, non-cash change in fair value of contingent consideration, non-cash change in fair value of assets and liabilities, non-cash change in fair value of warrant liabilities; share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs and other non-recurring charges. Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. REPAY believes that each of the non-GAAP financial measures referenced in this paragraph provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures 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 REPAY’s 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 REPAY’s industry may report measures titled with the same or similar descriptions, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider each of the non-GAAP financial measures referenced in this paragraph alongside other financial performance measures, including net income and REPAY’s other financial results presented in accordance with GAAP.


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2 Agenda Introduction to REPAY REPAY Investment Highlights REPAY Financial Overview 1 2 3


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1 Introduction to REPAY


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REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs


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AUTO FINANCE PERSONAL FINANCE AR AUTOMATION CREDIT UNIONS HEALTHCARE MORTGAGE ARM AP AUTOMATION Your Industry. Our Expertise. CONSUMER PAYMENTS BUSINESS PAYMENTS


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Who We Are A leading, highly-integrated omnichannel payment technology platform modernizing Consumer and Business Payments CAGR is from 2021A–2024A As of 9/30/2025 Free Cash Flow Conversion calculated as 2024A Free Cash Flow / 2024A Adjusted EBITDA. These are non-GAAP measures. See slide 1 for definitions and slides 30 and 31 for additional details HISTORICAL REVENUE CAGR(1) HISTORICAL GROSS PROFIT CAGR(1) SOFTWARE INTEGRATIONS(2) 13% 14% 291 75% FREE CASH FLOW CONVERSION(3)


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LONG-TERM GROWTH ORGANIC GROWTH M&A CATALYSTS Deepen presence in existing verticals (e.g. Automotive, B2B, Credit Unions, Revenue Cycle Management, Healthcare) Expand into new verticals/geographies Transformational acquisitions extending broader solution suite Driving Shareholder Value 1) Third-party research and management estimates as of 9/30/2025 Secular trends away from cash and check toward digital payments Transaction growth in key verticals Further penetrate existing clients ~$5.6Tn TAM(1)Creates long runway for growth Deep presence in key verticals creates significant defensibility Highly attractivefinancial model = +


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Our Strong Execution and Momentum TOTAL ADDRESSABLE MARKET ~$535Bn ~$5.6Tn(3) SUPPLIER NETWORK _ 524,000+ # OF ISV INTEGRATIONS 53 291 Delivering Superior Results (4) Third Quarter 2025(2) July 2019(1) REVENUE CAGR GROSS PROFIT CAGR ADJ. EBITDA CAGR +13% +14% As of 7/11/2019 (the closing date of the Business Combination) As of 9/30/2025 Third-party research and management estimates Represents CAGR from 2021A-2024A. Adjusted EBITDA and Free Cash Flow are non-GAAP measures. See slide 1 under "Non-GAAP Financial Measures. See slide 30 for Adjusted EBITDA reconciliation and slide 31 for Free Cash Flow reconciliation +15% FREE CASH FLOW CAGR +52%


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Driving Value for Shareholders Fast growing, large and underpenetrated market opportunity Deep presence in key verticals drives competitive moat Highly strategic and diverse client base Multiple avenues for long term, durable growth Experienced board and management team Highly attractive and profitable financial model Accelerating cash flow generation Strong balance sheet Investment Rationale


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2 REPAY Investment Highlights


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1 A leading, omnichannel payment technology provider Fast growing and underpenetrated market opportunity Vertically integrated payment technology platform driving frictionless payments experience Experienced board with deep payments expertise Multiple avenues for long-term growth Highly strategic and diverse client base 2 3 4 5 6 Key software integrations enabling unique distribution model Business Strengths and Strategies


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1 We are Capitalizing on Large, Underserved Market Opportunities REPAY’s existing verticals represent ~$5.6Tn(1) of projected annual total payment volume END MARKET OPPORTUNITIES ($ in Bn) 1) Third-party research and management estimates as of 9/30/2025 Business Payments Consumer Payments $5.6tn TAM(1) Despite growing annual payment volume, REPAY still serves <1% of total payment TAM REPAY’s Total Payment Volume (1)


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1 Key end markets have been underserved by payment technology and service providers Credit cards are not permitted in loan repayment which has resulted in overall low card penetration CLIENTS SERVING REPAY’S MARKETS ARE FACING INCREASING DEMAND FROM CUSTOMERS They want electronic and omnichannel payment solutions LOAN REPAYMENT, B2B, AND HEALTHCARE MARKETS Lagged behind other industry verticals in moving to electronic payments CONSUMER PAYMENTS BUSINESS PAYMENTS B2B payments have traditionally been made via check or ACH (including AP and AR) Shift towards high deductible health plans resulting in growing proportion of consumer payments


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Card and Debit Payments Underpenetrated in Our Verticals The Nilson Report. Represents debit and credit as a percentage of all U.S. consumer payment systems, including various forms of paper, card, and electronic payment methods Third-party research and management estimates. Personal Loans and Mortgage verticals represent debit card only. Across REPAY’s Verticals(2) Card Payment Penetration Across Industries(1) 1 <


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REPAY Has Built a Leading Next-Gen Software Platform Proprietary, integrated payment technology platform reduces complexity for a unified commerce experience Pay Anywhere, Any Way, Any Time Businesses and Consumers Clients 2


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REPAY Has Built a Leading Next-Gen Software Platform Value Proposition to REPAY’s Clients Accelerated payment cycle (ability to lend more / faster) through card processing Faster access to funds to help businesseswith working capital 24 / 7 payment acceptance through “always open” omnichannel offering Direct software integrations into loan,dealer, and business management systems reduces operational complexity for client Improved regulatory compliance through fewer ACH returns 2 Clients Pay Anywhere, Any Way, Any Time


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Value Proposition to REPAY’s Clients’ End Customers Self-service capabilities through ability to pay anywhere, any way and any time, 24 / 7 Option to make real-time payments through use of card transactions Immediate feedback that payment has been processed Omnichannel payment methods (e.g., Web, Mobile, IVR, Text) Fewer ancillary charges (e.g., NSF fees) for borrowers through automatic recurring online debit card payments 2 Pay Anywhere, Any Way, Any Time Businesses and Consumers REPAY Has Built a Leading Next-Gen Software Platform


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Consumer Payments Offering Omnichannel Capabilities across Modalities 2 Clients in REPAY’s verticals look to partner with innovative vendors that can provide evolving payment functionality and acceptance solutions Credit and Debit Card Processing ACH Processing Instant Funding eCash New & Emerging Payments Virtual Terminal IVR / Phone Pay Mobile Application Web Portal / Online Bill Pay Hosted Payment Page POS Equipment Text Pay PAYMENT MODALITIES PAYMENT CHANNELS REPRESENTATIVE CLIENTS


Slide 20

Powerful Business Payments Offering 2 One-stop-shop B2B payments solutions provider Automated Reporting and Reconciliation Multiple Payment Options Including Virtual Card and Cross Border Vendor Management Client Rebates Deep ERP Integrations Multiple Payment Methods Tracking and Reconciliation Highly Secure ACCOUNTS RECEIVABLE AUTOMATION ACCOUNTS PAYABLE AUTOMATION TotalPay Solution Cash Inflow Cash Outflow Buyers Suppliers One-stop-shop B2B payments solutions provider REPRESENTATIVE CLIENTS


Slide 21

Key Software Integrations Accelerate Distribution REPAY leverages a vertically tiered sales strategy supplemented by software integrations to drive new client acquisitions Tier 3 (Direct Sales) $5MM+ Monthly Volume Tier 2 (Direct Sales) $1MM – $5MM Monthly Volume Tier 1 (Call Center) <$1MM Monthly Volume Sales Support Team NUMBER OF SOFTWARE INTEGRATION PARTNERS Sales Strategy / Distribution Model 3 34% CAGR Software Integrations


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Attractive and Diverse Client Base Across Key Verticals REPAY’s platform provides significant value to our clients offering solutions across a variety of industry verticals Healthcare Other ARM B2B Loan Repayment ~20%of card paymentvolume(2) 4 Represents segment revenue percentage of total revenue after any intersegment eliminations Management estimate as of 9/30/2025. Reflects the reclassification of partnerships between Consumer Payments and Business Payments segments Percentage of Revenue (1) One-stop shop B2B payments solutions provider, offering AP automation and AR merchant acquiring solutions Integrations with ~103(2) leading ERP platforms, serving a highly diversified client base across a wide range of industry verticals AP: Media, Healthcare, Home Services & Property Management, Auto, Municipality, and Other AR: Manufacturing, Distribution, and Hospitality BUSINESS PAYMENTS CONSUMER PAYMENTS ~85% Blue chip ISV partnerships with ~188(2) integrations Market leader in several niche verticals, including the following: Personal Finance Auto Finance Credit Unions ARM Healthcare Mortgage Diversified Retail & Other RCS: Best-in-class clearing & settlement solutions for ~30(2) ISOs and owned clients Expansions into adjacent Buy-Now-Pay-Later vertical as well as Canada ~15%


Slide 23

Demonstrated Ability to Acquire and Successfully Integrate Businesses Represents a significant opportunity to enhance organic growth in existing verticals and accelerate entry into new markets and services Extend Solution Set viaNew Capabilities New Vertical Expansion Deepen Presence inExisting Verticals Back-end transaction processing capabilities, which enhance M&A strategy Value-add complex exception processing capabilities Expansion into the Healthcare, Automotive, Receivables Management, B2B Acquiring, B2B Healthcare, Mortgage Servicing, B2B AP Automation, BNPL verticals Accelerates expansion into Automotive, Credit Union and Receivables Management verticals THEME Demonstrated ability to source, acquire, and integrate various targets across different verticals Dedicated team to manage M&A pipeline for potential strategic opportunities ACQUISITIONS RATIONALE 5 2017 2019 2016 2017 * 2019 * 2020 2020 * * 2020 * 2020 * 2021 2021 * * 2021 * 2021 * 2021 * *Completed since becoming a public company *


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Majority of growth within Consumer Payments is derived from further penetration of existing client base. Majority of growth within Business Payments is derived from acquiring new clients. Multiple Levers to Continue to Drive Growth EXPAND USAGE AND INCREASE ADOPTION (1) ACQUIRE NEW CLIENTS IN EXISTING VERTICALS (2) OPERATIONAL EFFICIENCIES ADDITIONAL VALUE-ADDED SERVICE OPPORTUNITIES REPAY’s leading platform & attractive market opportunity position it to build on its record of robust growth & profitability EXECUTE ON EXISTING BUSINESS BROADEN ADDRESSABLE MARKET AND SOLUTIONS 5 NEW VERTICAL EXPANSION EXPAND NEW AND EXISTING SOFTWARE PARTNERSHIPS STRATEGIC M&A


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Richard Thornburgh Senior Advisor, Corsair Experienced Board with Deep Payments Expertise John Morris CEO & Co-Founder Shaler Alias President & Co-Founder Peter Kight Chairman, Founder of CheckFree Former Vice Chairman, Fiserv Paul Garcia Former Chairman and CEO, Global Payments Maryann Goebel Former CIO, Fiserv Board of directors comprised of industry veterans and influential leaders in the financial services and payment industries Emnet Rios CFO, Digital Asset 6


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3 REPAY Financial Overview


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Financial Highlights Low volume attrition and low risk portfolio Differentiated technology platform & ecosystem Deeply integrated with client base Recurring transaction / volume-based revenue SOFTWAREINTEGRATIONS(1) 291 HISTORICAL REVENUE CAGR(2) 13% HISTORICAL GROSS PROFIT CAGR(2) 14% HISTORICAL ADJUSTED EBITDA CAGR(2)(3) 15% FREE CASH FLOWCONVERSION(3) 75% REPAY’s Unique Model Translates Into A Highly Attractive Financial Profile As of 9/30/2025 CAGR is from 2021A-2024A Free Cash Flow Conversion calculated as 2024A Free Cash Flow / 2024A Adjusted EBITDA. Adjusted EBITDA and Free Cash Flow are non-GAAP measures. See slide 1 under “Non-GAAP Financial Measures” and see slides 30 and 31 for reconciliations


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Revenue ($MM) Gross Profit ($MM)(1) Strong Profitable Growth… Resilient volume growth & improving card penetration, resulting in 13% CAGR Gross margin consistency from processing cost savings 13% CAGR 14% CAGR 75% 77% 77% % Margin 77% Gross profit represents revenue less costs of services


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Adjusted EBITDA ($MM)(1) FREE CASH FLOW ($MM)(1) ...Translating into Accelerating Free Cash Flow Generation Highly scalable platform with attractive margins Significant step up in cash generation from on-going opex and capex management 43% 43% 45% 32% FCF Conversion(2) 30% 75% % Margin These are non-GAAP measures. See slide 1 under “Non-GAAP Financial Measures.” See slides 30 and 31 for reconciliation Free Cash Flow Conversion calculated as Free Cash Flow / Adjusted EBITDA 52% CAGR 15% CAGR 45% 42%


Slide 30

Consumer Payments Business Payments …Across Our Segments… 2% y/y reported growth Gross Profit Margin 78% 79% Gross Profit Margin 73% 74% 3% y/y reported growth 39% y/y reported growth 40% y/y reported growth


Slide 31

Adjusted EBITDA Reconciliation Reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the business combination with Thunder Bridge, and client relationships, non-compete agreement, and software intangibles acquired through REPAY's acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables 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. Reflects the loss recognized related to the disposition of Blue Cow. For the year ended December 31, 2024, reflects a gain on the repurchase of 2026 Notes principal, net of a write-off of debt issuance costs relating to the repurchased principal. For the year ended December 31, 2021, Reflects write-offs of debt issuance costs relating to the Term Loans. Reflects realized loss of our interest rate hedging arrangement which terminated in conjunction with the repayment of Term Loans. Reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the most recent balance sheet date. For the year ended December 31, 2023, reflects non-cash goodwill impairment loss related to the Business Payments segment and non-cash impairment loss related to a trade name write-off of Media Payments. For the year ended December 31, 2022, reflects non-cash impairment loss related to trade names write-offs of BillingTree and Kontrol. For the year ended December 31, 2021, reflects non-cash impairment loss related to trade names write-offs of TriSource, APS, Ventanex, cPayPlus and CPS. For the year ended December 31, 2024, reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement. For the year ended December 31, 2023, reflects the changes in management’s estimates of (i) the fair value of the liability relating to the Tax Receivable Agreement, and (ii) non-cash insurance reserve. For the year ended December 31, 2022 and 2021, reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement. Represents compensation expense associated with equity compensation plans. Primarily consists of (i) during the year ended December 31, 2024, professional service fees incurred in connection with prior transactions, (ii) during the year ended December 31, 2023, professional service fees and other costs incurred in connection with the disposition of Blue Cow Software, (iii) during the year ended December 31, 2022, professional service fees and other costs incurred in connection with the acquisitions of BillingTree, Kontrol Payables and Payix, and (iv) during the year ended December 31, 2021, professional service fees and other costs incurred in connection with the acquisitions of Ventanex, cPayPlus, CPS, BillingTree, Kontrol and Payix, as well as professional service expenses related to the January 2021 equity and convertible notes offerings. 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 during the years ended December 31, 2024, 2023, 2022 and 2021. Additionally, for the year ended December 31, 2022, reflects one-time severance payments. For the year ended December 31, 2024, reflects one-time processing settlements, 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. For the year ended December 31, 2023, reflects payments made to third-parties in connection with an expansion of our personnel, franchise taxes and other non-income based taxes and one-time payments to certain partners. For the years ended December 31, 2022 and 2021, reflects one-time payments to certain clients and partners, payments made to third-parties in connection with a significant expansion of our personnel, franchise taxes and other non-income based taxes, other payments related to COVID-19 and non-cash rent expense. Beginning in the period ended December 31, 2023, no longer reflects non-cash rent expense. ($MM) 2021A 2022A 2023A 2024A Net Loss ($56.0) $8.7 ($117.4) ($10.3)           Interest Expense, net 3.7 4.2 1.0 1.9 Depreciation and Amortization(1) 89.7 107.8 103.9 103.7 Income Tax Benefit (30.7) 6.2 (2.1) (0.6) EBITDA $6.6 $126.9 ($14.6) $94.7           Loss on business disposition (2) – – 10.0 – (Gain) / Loss on extinguishment of debt(3) 5.9 – – (13.1) Loss on termination of interest rate hedge(4) 9.1 – – – Non-cash change in fair value of contingent consideration(5) 5.8 (3.3) – – Non-cash impairment loss(6) 2.2 8.1 75.8 – Non-cash change in fair value of assets and liabilities(7) 14.1 (66.9) 7.5 14.5 Share-based compensation expense(8) 22.3 20.5 22.2 25.2 Transaction expenses(9) 19.3 19.0 8.5 2.3 Restructuring and other strategic initiative costs(10) 4.6 7.9 11.9 12.5 Other non-recurring charges(11) 3.3 12.3 5.5 4.7 Adjusted EBITDA $93.2 $124.5 $126.8 $140.8


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Free Cash Flow Reconciliation Excludes acquisition costs that are capitalized as channel relationships. Represents Free Cash Flow / Adjusted EBITDA. ($MM) 2021A 2022A 2023A 2024A Net Cash provided by Operating Activities $53.3 $74.2 $103.6 $150.1 Capital expenditures         Cash paid for property and equipment (2.9) (3.2) (0.7) (1.0) Cash paid for intangible assets (20.6) (33.6) (50.1) (43.9) Total capital expenditures(1) (23.5) (36.8) (50.8) (44.9) Free Cash Flow $29.8 $37.4 $52.8 $105.2 Adjusted EBITDA $93.2 $124.5 $126.8 $140.8         Free Cash Flow conversion(2) 32% 30% 42% 75%


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Thank you