8-K

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): February 10, 2026

    

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 10, 2026, Repay Holdings Corporation (the “Company”) and Shaler V. Alias mutually agreed that his employment as the Company’s President will end effective February 27, 2026. Mr. Alias will also be resigning from the Company’s board of directors on the same date. In connection with his departure, Mr. Alias will be entitled to receive severance benefits under his executive employment agreement.

On February 12, 2026, the Company issued a press release announcing Mr. Alias’ departure. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

(d) Exhibits


Exhibit No.				Description
99.1				Press Release dated February 12, 2026
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

Date:	February 12, 2026	By:	/s/ Tyler B. Dempsey
			Tyler B. Dempsey General Counsel

Exhibit 99.1

REPAY Announces Departure of Co-Founder and President Shaler Alias

ATLANTA--(BUSINESS WIRE)—February 12, 2026-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of integrated payment processing solutions, today announced that Shaler Alias will depart REPAY effective February 27, 2026 as part of a mutual and amicable transition. Mr. Alias will also step down from REPAY’s Board of Directors at that time.

Mr. Alias co-founded REPAY in 2006 alongside Chief Executive Officer John Morris and has served as President since 2008. During his tenure, Mr. Alias played a central role in shaping REPAY’s strategy, culture and growth.

REPAY does not plan to fill the President role at this time. Mr. Morris and the existing executive leadership team will continue to oversee the Company’s day-to-day operations and strategic initiatives.

“Shaler has been a foundational partner in building REPAY from its first day into the company it is today,” said John Morris, Chief Executive Officer of REPAY. “His leadership, energy and commitment to our mission have left an enduring mark on the organization. On behalf of the entire company and the Board, I want to thank Shaler for his contributions and his friendship, and I wish him the very best in his next chapter.”

“Co-founding and helping lead REPAY over the past two decades has been the absolute greatest privilege of my professional life,” said Shaler Alias. “I’m incredibly proud of what we’ve built together and deeply grateful to John Morris, our executive leadership team and the many talented people who make REPAY what it is today. I’m also especially thankful for the early support of my father, Fred Alias, who helped make our founding and early success possible. I believe that REPAY is well-positioned for long-term success, and I expect to remain invested as a stockholder in the Company. As I step away from my formal roles, I look forward to spending more time with my family and devoting greater focus to personal investments and philanthropic pursuits.”

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.

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 REPAY’s expectations with respect to the announced leadership changes. 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, including, without limitation, the factors described in REPAY’s reports filed with the U.S. Securities and Exchange Commission. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements. 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.

Contacts

Investor Relations for REPAY:
[email protected]

Media Relations for REPAY:
Kristen Hoyman
[email protected]

Source: Repay Holdings Corporation