The board of directors of Repay Holdings Corporation approved a limited‑duration stockholder rights plan on April 13, 2026, and the company publicly disclosed the plan on April 14, 2026. The plan becomes effective immediately and will expire on April 13, 2027, providing a one‑year window for the company to address potential takeover threats.
Under the plan, each outstanding share of Class A common stock will be entitled to one preferred share purchase right. The rights become exercisable if any person or group acquires 12.5 % or more of the company’s Class A common stock without board approval. In addition, shareholders holding at least 20 % of the outstanding shares may demand a special meeting to vote on a fully financed, all‑cash offer if the board does not act within 90 business days, thereby balancing defensive protection with shareholder flexibility.
The board’s decision follows reports of a significant accumulation of Repay’s common stock and a letter from activist investor Veradace Partners urging the board to reconsider the pending acquisition of KUBRA and to add new board members. The rights plan is intended to deter hostile or activist takeovers that could jeopardize the KUBRA transaction and to reassure investors that the company’s strategic direction will not be disrupted by a controlling stake acquisition.
By adopting this poison‑pill mechanism, Repay Holdings signals its commitment to protecting existing shareholders and preserving the integrity of its ongoing strategic initiatives. The plan’s limited duration and clear trigger thresholds provide a transparent framework for governance while allowing the board to respond to future market developments without permanent restrictions on share ownership. Investors view the measure as a proactive step to safeguard shareholder value and to maintain stability during a period of significant corporate activity.
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