4.00% Convertible Senior Notes due 2031
Note · PAR Technology Corporation
Reference: 4.00% Convertible Senior Notes due 2031
- Original principal
- USD 265,000,000
- Outstanding
- —
- Commitment
- —
- Availability
- —
- Maturity
- Mar 15, 2031
Last reported interest terms: 4% Reported 2026-03-17 Later filings may not restate these terms; this does not confirm they still apply.
Verified covenant terms
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Section 6.10 · Notice of Defaults
If a Default occurs and is continuing and is actually known to a Responsible Officer, the Trustee shall deliver to each Holder notice of the Default
Exceptions: unless such Defaults shall have been cured or waived before the giving of such notice; provided that, except in the case of a Default in the payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), or accrued and unpaid interest on, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall be protected in withholding such notice if and so long as it determines that the withholding of such notice is in the interests of the Holders. Section 6.10. Notice of Defaults.
Full wording and supporting evidence
Source evidence: Section 6.10. Notice of Defaults. If a Default occurs and is continuing and is actually known to a Responsible Officer, the Trustee shall deliver to each Holder notice of the Default within the later of 90 days after the date on which such Default occurred, if known, and promptly after a Responsible Officer obtains knowledge of such Default, unless such Defaults shall have been cured or waived before the giving of such notice; provided that, except in the case of a Default in the payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), or accrued and unpaid interest on, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall be protected in withholding such notice if and so long as it determines that the withholding of such notice is in the interests of the Holders.
Target identity evidence: INDENTURE dated as of March 17, 2026 between PAR TECHNOLOGY CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $265,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture
Target identity evidence: PAR TECHNOLOGY CORPORATION
Target identity evidence: INDENTURE
Target identity evidence: Dated as of March 17, 2026
Target identity evidence: 4.00% Convertible Senior Notes due 2031
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $265,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and
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Section 6.01(a) · Events of Default
(a)default in any payment of interest on any Note when due and payable, and the default continues for a period of 30 days;
Section 6.01. Events of Default.
Full wording and supporting evidence
Source evidence: (a)default in any payment of interest on any Note when due and payable, and the default continues for a period of 30 days;
Target identity evidence: INDENTURE dated as of March 17, 2026 between PAR TECHNOLOGY CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $265,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture
Target identity evidence: PAR TECHNOLOGY CORPORATION
Target identity evidence: INDENTURE
Target identity evidence: Dated as of March 17, 2026
Target identity evidence: 4.00% Convertible Senior Notes due 2031
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $265,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and
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Section 6.01(b) · Events of Default
(b)default in the payment of principal of any Note when due and payable on the Maturity Date, upon Optional Redemption, upon any required repurchase, upon declaration of acceleration or otherwise;
Section 6.01. Events of Default.
Full wording and supporting evidence
Source evidence: (b)default in the payment of principal of any Note when due and payable on the Maturity Date, upon Optional Redemption, upon any required repurchase, upon declaration of acceleration or otherwise;
Target identity evidence: INDENTURE dated as of March 17, 2026 between PAR TECHNOLOGY CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $265,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture
Target identity evidence: PAR TECHNOLOGY CORPORATION
Target identity evidence: INDENTURE
Target identity evidence: Dated as of March 17, 2026
Target identity evidence: 4.00% Convertible Senior Notes due 2031
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $265,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and
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Section 6.01(c) · Events of Default
(c)failure by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise of a Holder’s conversion right and such failure continues for three Business Days;
Section 6.01. Events of Default.
Full wording and supporting evidence
Source evidence: (c)failure by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise of a Holder’s conversion right and such failure continues for three Business Days;
Target identity evidence: INDENTURE dated as of March 17, 2026 between PAR TECHNOLOGY CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $265,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture
Target identity evidence: PAR TECHNOLOGY CORPORATION
Target identity evidence: INDENTURE
Target identity evidence: Dated as of March 17, 2026
Target identity evidence: 4.00% Convertible Senior Notes due 2031
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $265,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and
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Section 6.01(f) · Events of Default
(f)failure by the Company for 60 days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding has been received by the Company to comply with any of its other agreements contained in the Notes or this Indenture;
Springing Trigger: written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding has been received by the Company Section 6.01. Events of Default.
Full wording and supporting evidence
Source evidence: (f)failure by the Company for 60 days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding has been received by the Company to comply with any of its other agreements contained in the Notes or this Indenture;
Target identity evidence: INDENTURE dated as of March 17, 2026 between PAR TECHNOLOGY CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $265,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture
Target identity evidence: PAR TECHNOLOGY CORPORATION
Target identity evidence: INDENTURE
Target identity evidence: Dated as of March 17, 2026
Target identity evidence: 4.00% Convertible Senior Notes due 2031
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $265,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and
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Section 6.01(g) · Events of Default
(g)default by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed with a principal amount in excess of $30,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Significant Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such…
Section 6.01. Events of Default.
Full wording and supporting evidence
Source evidence: (g)default by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed with a principal amount in excess of $30,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Significant Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constituting a failure to pay the principal of any such debt when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of Notes then outstanding in accordance with this Indenture;
Target identity evidence: INDENTURE dated as of March 17, 2026 between PAR TECHNOLOGY CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $265,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture
Target identity evidence: PAR TECHNOLOGY CORPORATION
Target identity evidence: INDENTURE
Target identity evidence: Dated as of March 17, 2026
Target identity evidence: 4.00% Convertible Senior Notes due 2031
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $265,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and
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Section 6.06 · Proceedings by Holders
no Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture or the Notes to institute any suit
Section 6.06. Proceedings by Holders.
Full wording and supporting evidence
Source evidence: Section 6.06. Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration due upon conversion, no Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture or the Notes to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless:
Target identity evidence: INDENTURE dated as of March 17, 2026 between PAR TECHNOLOGY CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $265,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture
Target identity evidence: PAR TECHNOLOGY CORPORATION
Target identity evidence: INDENTURE
Target identity evidence: Dated as of March 17, 2026
Target identity evidence: 4.00% Convertible Senior Notes due 2031
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $265,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and
Target scope evidence: no Holder of any Note shall have any right
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Section 6.09 · Direction of Proceedings and Waiver of Defaults by Majority of Holders
The Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes waive any past Default or Event of Default hereunder and its consequences
Exceptions: except any continuing defaults relating to (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, the Notes when due that has not been cured, (ii) a failure by the Company to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iii) a default in respect of a covenant or provision hereof which under Article 10 cannot be modified or amended without the consent of each Holder of an outstanding Note affected. Section 6.09. Direction of Proceedings and Waiver of Defaults by Majority of Holders.
Full wording and supporting evidence
Source evidence: The Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes waive any past Default or Event of Default hereunder and its consequences (including, for the avoidance of doubt, any acceleration as a result of such Default or Event of Default) except any continuing defaults relating to (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, the Notes when due that has not been cured, (ii) a failure by the Company to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iii) a default in respect of a covenant or provision hereof which under Article 10 cannot be modified or amended without the consent of each Holder of an outstanding Note affected.
Target identity evidence: INDENTURE dated as of March 17, 2026 between PAR TECHNOLOGY CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $265,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture
Target identity evidence: PAR TECHNOLOGY CORPORATION
Target identity evidence: INDENTURE
Target identity evidence: Dated as of March 17, 2026
Target identity evidence: 4.00% Convertible Senior Notes due 2031
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $265,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and
Target scope evidence: The Holders of a majority in aggregate principal amount of the Notes at the time outstanding
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Section 6.03 · Additional Interest
to the extent the Company elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) shall, for the first 365 days after the occurrence of such an Event of Default, consist exclusively of the right to receive Additional Interest on the Notes
Section 6.03. Additional Interest.
Full wording and supporting evidence
Source evidence: Section 6.03. Additional Interest. Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) shall, for the first 365 days after the occurrence of such an Event of Default, consist exclusively of the right to receive Additional Interest on the Notes at a rate equal to (x) 0.25% per annum of the principal amount of the Notes outstanding for each day that such Event of Default is continuing during the first 180 days after the occurrence of such Event of Default and (y) 0.50% per annum of the principal amount of the Notes outstanding from the 181st day to, and including, the 365th day following the occurrence of such Event of Default, as long as such Event of Default is continuing.
Target identity evidence: INDENTURE dated as of March 17, 2026 between PAR TECHNOLOGY CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $265,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture
Target identity evidence: PAR TECHNOLOGY CORPORATION
Target identity evidence: INDENTURE
Target identity evidence: Dated as of March 17, 2026
Target identity evidence: 4.00% Convertible Senior Notes due 2031
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $265,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and
Target scope evidence: Additional Interest on the Notes at a rate equal to (x) 0.25% per annum of the principal amount of the Notes outstanding
Documents and filing history
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Issuance
· 2026-03-17
Original principal USD 265,000,000 Exact source document
Parent 8-K filing · 2026-03-17
On March 17, 2026, PAR Technology Corporation (“PAR” or the “Company”) completed a private offering (the “Offering”) of $265 million aggregate principal amount of 4.00% Convertible Senior Notes due 2031 (the “Notes”), which amount includes $15 million aggregate principal amount of Notes issued pursuant to the initial purchasers’ exercise of their option to purchase additional Notes. The Notes were issued pursuant to an indenture, dated March 17, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.
Issuer evidence: On March 17, 2026, PAR Technology Corporation (“PAR” or the “Company”) completed a private offering (the “Offering”) of $265 million aggregate principal amount of 4.00% Convertible Senior Notes due 2031 (the “Notes”), which amount includes $15 million aggregate principal amount of Notes issued pursuant to the initial purchasers’ exercise of their option to purchase additional Notes.
Supporting evidence: The Notes are general unsecured, senior obligations of the Company and will mature on March 15, 2031, unless earlier converted, redeemed, or repurchased. The Notes will bear interest at a rate of 4.00% per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026.
Supporting evidence: On March 17, 2026, PAR Technology Corporation (“PAR” or the “Company”) completed a private offering (the “Offering”) of $265 million aggregate principal amount of 4.00% Convertible Senior Notes due 2031 (the “Notes”), which amount includes $15 million aggregate principal amount of Notes issued pursuant to the initial purchasers’ exercise of their option to purchase additional Notes. The Notes were issued pursuant to an indenture, dated March 17, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.
Supporting evidence: On March 17, 2026, PAR Technology Corporation (“PAR” or the “Company”) completed a private offering (the “Offering”) of $265 million aggregate principal amount of 4.00% Convertible Senior Notes due 2031 (the “Notes”), which amount includes $15 million aggregate principal amount of Notes issued pursuant to the initial purchasers’ exercise of their option to purchase additional Notes.