Activist Veradace Withdraws Director Nominations, Vows to Withhold Votes for Entire Board
RPAY sits 62% above its 52-week low of $2.3 on light trading volume (0.2× avg).
Summary
Activist Veradace Capital Management is escalating its fight against Repay Holdings' board, withdrawing director nominations but announcing a "withhold vote" campaign against all current directors, citing poor governance and strategic decisions.
Key Events · Ownership and Investor Activity · RPAY
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Activist Escalation
Veradace Capital Management, holding an 8.2% stake, has withdrawn its director nominations for the upcoming annual meeting.
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"Withhold Vote" Campaign
The activist publicly announced its intention to withhold votes for all current members of Repay's Board of Directors at the 2026 annual meeting.
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Criticism of KUBRA Acquisition
Veradace claims the recently acquired KUBRA is already underperforming initial expectations, citing updated guidance that suggests lower annualized EBITDA than 2025 actuals and expected growth.
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Governance Concerns
The activist criticized the Board for rejecting Forager Capital's $4.80/share acquisition proposal and for "doubling" share grants to management (6.1M shares or 6.7% of outstanding in Q1 2026) despite poor stock performance.
Analysis · RPAY · Trade & Services
Activist investor Veradace Capital Management has escalated its proxy battle with Repay Holdings, withdrawing its director nominations but publicly declaring its intent to withhold votes for all current board members. This move signals deep dissatisfaction with the board's strategic decisions, including the KUBRA acquisition which Veradace claims is already underperforming, and its compensation practices, which the activist argues are excessively dilutive and reward underperformance. This action intensifies pressure on the board amidst an ongoing multi-activist campaign.
At the time of this filing, RPAY was trading at $3.73 on NASDAQ in the Trade & Services sector, with a market capitalization of approximately $328.1M. The 52-week trading range was $2.30 to $6.06. This filing was assessed with negative market sentiment and an importance score of 9 out of 10.