Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when RPAY files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsRepay appoints Parthenon Capital partner to board under cooperation agreement
Filed July 14, 2026 · Period ending July 13, 2026 · ~1 min read
Key Changes
-
high
Zachary F. Sadek, Senior Partner at Parthenon Capital Partners (affiliate of major stockholder PCP Managers II), appointed to board effective July 13, 2026, with initial term through 2027 annual meeting.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
high
Appointment made pursuant to cooperation agreement with Parthenon Capital following constructive engagement, including standstill and confidentiality provisions through 30 days after Sadek's departure or day after 2027 meeting.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
medium
Board expanded from six to seven directors; six of seven qualify as independent under NASDAQ guidelines, maintaining strong independent majority.
Exhibit 99.1 view on EDGAR → -
medium
Sadek brings over 20 years of experience in payments, fintech, business services, and software sectors; currently serves on boards of multiple portfolio companies including Cardworks, Pavilion Payments, and Zelis.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
Repay Holdings entered a cooperation agreement with Parthenon Capital, an affiliate of one of its largest stockholders, resolving what appears to have been constructive engagement between management and a significant investor. The agreement resulted in the immediate appointment of Zachary F. Sadek, a Senior Partner at Parthenon Capital, to the board with a term through the 2027 annual meeting.
The company committed to nominate him for election at that meeting, subject to standard conditions. Cooperation agreements typically emerge when activist or engaged investors seek board representation to influence strategy or operations.
The standstill and confidentiality provisions—lasting until 30 days after Sadek's departure or the day after the 2027 meeting—suggest Parthenon Capital agreed to limit further demands in exchange for board access. Sadek's two decades of payments and fintech experience align with Repay's core business, and the press release references a "shared commitment to driving improved performance and creating long-term value," language that often signals prior disagreement on strategy or execution. For retail holders, this represents alignment between management and a major stockholder on value creation priorities. The board expansion maintains a strong independent majority (six of seven directors), and Sadek's sector expertise could benefit strategic oversight. Watch for any strategic shifts or operational changes following his appointment, as cooperation agreements often precede adjustments to capital allocation, M&A posture, or cost structure.
Section-by-Section Diff
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
Zachary F. Sadek has been appointed to its Board of Directors, effective immediately.
Mr. Sadek is a Senior Partner at Parthenon Capital Partners, an affiliate of one of the Company’s largest stockholders, PCP Managers II L.P. (“Parthenon Capital”), a growth-oriented private equity firm that partners with management teams to develop and implement bold strategic visions to make companies leaders in their markets.
REPAY appointed Zachary F. Sadek to its Board of Directors effective immediately. Sadek is a Senior Partner at Parthenon Capital Partners, an affiliate of one of the company's largest stockholders. He brings over two decades of experience investing in and advising companies in the payments, financial technology, business services and software sectors.
Added in current filing · view on EDGAR →
Mr. Sadek is being appointed in connection with a cooperation agreement between the Company and Parthenon Capital, following constructive engagement. The full agreement will be filed as an exhibit to a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”). The agreement reflects a shared commitment to driving improved performance and creating long-term value for REPAY stockholders.
The appointment is part of a cooperation agreement between REPAY and Parthenon Capital, one of its largest stockholders, following constructive engagement. The full agreement will be filed with the SEC. This suggests the appointment resolves potential activist or governance concerns and reflects alignment between management and a major stockholder on strategy and value creation.
Event · Item 7.01 — Regulation FD Disclosure
Repay appointed a new board member and entered a cooperation agreement, disclosed via press release.
Added in current filing · verify on EDGAR →
On July 13, 2026, the Company issued a press release announcing Mr. Sadek’s appointment to the Board and the Company’s entry into the Cooperation Agreement.
Repay Holdings appointed Mr. Sadek to its Board of Directors and simultaneously entered into a cooperation agreement.The press release referenced as Exhibit 99.1 likely contains additional details.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
the Board appointed Mr. Sadek as a member of the Board, effective July 13, 2026, with an initial term expiring at the 2027 Annual Meeting.
Shawn Sadek, a Senior Partner at Parthenon Capital Partners (an affiliate of one of the company's largest stockholders), was appointed to the Board effective July 13, 2026. His initial term expires at the 2027 Annual Meeting. The appointment was made pursuant to a cooperation agreement between the company and Parthenon Capital.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
In connection with his service as a director, Mr. Sadek is eligible to participate in the Company’s compensation arrangements for non-employee directors as in effect from time to time, as described in the Company’s annual proxy statement filed with the U.S. Securities and Exchange Commission on May 11, 2026.
Sadek will receive standard non-employee director compensation as disclosed in the company's May 11, 2026 proxy statement and will enter into the company's standard indemnification agreement for directors.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
the Board of Directors of the Company (the “Board”) (i) increased the size of the Board from six (6) to seven (7) members and (ii) appointed Zachary F. Sadek to the Board to fill the newly created vacancy resulting from the increase in the size of the Board, effective July 13, 2026, with an initial term expiring at the Company’s 2027 annual meeting of stockholders
The board expanded from 6 to 7 members and appointed Zachary F. Sadek to fill the new seat, effective immediately. His initial term runs through the 2027 annual meeting. The company committed to nominate him for election at that meeting, though this obligation ends if he leaves the board earlier.
Added in current filing · verify on EDGAR →
On July 13, 2026, Repay Holdings Corporation (the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with PCP Managers II, L.P.
The company entered a cooperation agreement with PCP Managers II, an investment firm. Such agreements typically resolve or prevent proxy contests by giving an activist investor board representation. The agreement includes standstill restrictions and confidentiality obligations lasting until 30 days after Sadek's departure or the day after the 2027 annual meeting concludes, whichever comes first.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jul 20, 2026 · How we verify