BIRMINGHAM, Ala., May 11, 2026 (GLOBE NEWSWIRE) — Forager Capital Management, LLC, the largest shareholder of Repay Holdings Corporation (NASDAQ: RPAY) (the “Company”), with beneficial ownership of approximately 13% of the issued and outstanding shares, sent the below letter to the Board of Directors of the Company on May 8, 2026.
Via Email
Independent Members of the Board of Directors
Paul Garcia
Maryann Goebel
Pete Kight
Emnet Rios
Richard Thornburgh
Repay Holdings Corporation
3060 Peachtree Road NW, Suite 1100
Atlanta, Georgia 30305
Attention: Board of Directors
May 8, 2026
Dear Members of the Board,
Twenty-two days have now elapsed since we submitted our all-cash proposal at a 75% premium to the 30-day VWAP at the time of our proposal. Despite repeated efforts to engage with the Board and its advisors, we have yet to have a single substantive discussion regarding our proposal.
To publicly suggest to stockholders that the Board conducted a “comprehensive review” of our proposal without ever engaging in meaningful dialogue with us demonstrates how disconnected the Board has become from its stockholder base—particularly after stockholders have watched the S&P 500 appreciate 73% over the last five years while Repay’s stock price declined 84%.
We would encourage the Board to speak with some of the Company’s largest stockholders. The fact that the Company’s stock declined nearly 11% on the first trading day following the Board’s May 4 rejection should leave little doubt that stockholders expected meaningful engagement regarding a credible, all-cash proposal offering immediate and certain value.
Paul Garcia, Maryann Goebel, Pete Kight, Emnet Rios, and Richard Thornburgh each have experience serving on larger public company boards and should recognize that stockholders are the owners of the Company. The Board’s role is to serve as their agent, not override their will.
The pattern is unmistakable. Implementing a poison pill without stockholder approval—the Board took a decision away from stockholders. Announcing a transaction larger than the market capitalization of the Company after the nomination window closed—the Board took a decision away from stockholders. Conducting a “comprehensive review” of a premium offer without substantive discussion with the buyer—the Board took a decision away from stockholders. The Board cannot continue its pattern of conduct that disenfranchises the Company’s owners.
A proposal at a 75% premium demands meaningful engagement. The Board specifically retained advisors who were permitted to present their analyses and recommendations directly to directors. Forager Capital—the party that has put forth a proposal providing $4.80 per share of immediate and certain all-cash value—has not been afforded the same opportunity.
The cost of losing this opportunity is real. Prior to our proposal, the Company’s stock was trading in the mid-$2 range.
We therefore request an in-person meeting with the Board within the next ten days to discuss our proposal directly. We recognize that schedules are busy, but situations of this magnitude require active leadership and substantive engagement. We are prepared to meet wherever and whenever is most convenient for the Board.
Each of you has significant public company experience and knows that situations like this cannot simply be ignored. We remain prepared to engage constructively.
Sincerely,
Johnny Wilhelm
Contact: Johnny Wilhelm Partner, Forager Capital Management, LLC 205-383-4763 info@foragercap.com
