Veradace Ignites Revolt at Repay Over $372M KUBRA Acquisition

DALLAS, TX – April 09, 2026 – Activist investor Veradace Partners L.P. has publicly escalated its conflict with Repay Holdings Corporation (Nasdaq: RPAY), issuing a scathing open letter to the company's independent board members. The letter demands the immediate termination of Repay’s planned $372 million acquisition of KUBRA Data Transfer and calls for the appointment of two shareholder representatives to the board, setting the stage for a dramatic corporate governance showdown.

Veradace, which holds a significant 8.4% stake in the payment processing company, alleges that its private attempts to engage with the board since December 2025 have been “largely ignored.” The public letter, penned by Veradace founder Alex Vezendan, represents a major challenge to Repay’s management and strategic direction, claiming the KUBRA deal is a misguided venture that lacks shareholder support and may represent a breach of fiduciary duty.

“We are writing to the independent board members publicly because our efforts to engage privately have largely been ignored and urgency is needed to fix a bad deal,” Vezendan stated in the letter. The move signals a loss of patience and a strategic shift to rally public and investor pressure against the company's leadership.

The KUBRA Conundrum

At the heart of the dispute is Repay’s definitive agreement to acquire KUBRA, a provider of bill payment and customer communication solutions, in a $372 million all-cash transaction. Repay’s management has championed the deal as a “transformational journey” that would create a leading bill payment provider, expand its footprint into lucrative sectors like utilities and government, and generate over $15 million in annual cost synergies.

However, the market’s initial reaction was overwhelmingly negative. On the day the acquisition was announced, Repay’s stock plummeted 17%. Veradace’s letter highlights that the stock has since underperformed both the S&P 500 and Russell 2000 indices by 20%, which the activist firm presents as a clear referendum on the deal’s merits. Tellingly, following the publication of Veradace’s letter, Repay’s shares rebounded 13% in a single trading session, suggesting strong investor support for the activist's intervention.

Veradace argues that the acquisition is fraught with risk, citing several key objections. The firm is concerned about the deal's size relative to Repay’s market capitalization, the high valuation multiple being paid for KUBRA, and the substantial financial leverage the company will undertake. Repay has stated it expects its net leverage to be approximately 4.0x post-transaction, a figure that has clearly unsettled major shareholders who believe it is an imprudent risk given the company's currently depressed stock valuation.

An Investor Uprising

Veradace insists its opposition is not isolated. The letter makes the explosive claim that the firm has surveyed Repay's largest owners and found unanimous dissent. “We have spoken with shareholders representing the majority of actively managed votes and EVERY SINGLE INVESTOR would prefer this deal does not go through,” Vezendan wrote, underscoring the depth of the opposition.

The letter alleges that this sentiment was not a surprise to Repay’s leadership. Veradace claims that many large shareholders, including itself, had explicitly voiced their opposition to a large acquisition directly to Repay’s management in the weeks and months leading up to the announcement. Veradace specifically noted it provided “written opposition to acquisitions given Repay’s current valuation on March 11th” and had an unconvincing follow-up call with management on March 17th.

This assertion forms the basis of Veradace's most serious allegation: that management may have knowingly pushed forward with a deal despite clear shareholder disapproval. “Given that opposition, this recent deal appears a breach of fiduciary duty,” the letter states. “We are now concerned that Management’s presentation of shareholder priorities and the merits of this deal to the Board may have been incomplete or misleading.”

Board Under Scrutiny

By addressing the letter to the independent board members—Peter Kight, Paul Garcia, Maryann Goebel, Emnet Rios, and Richard Thornburgh—Veradace has put the spotlight squarely on their oversight responsibilities. These directors, who include seasoned industry veterans like CheckFree founder Pete Kight and former Global Payments CEO Paul Garcia, are now tasked with navigating a direct conflict between their management team and a significant portion of their shareholder base.

Veradace is demanding that the board immediately add two shareholder representatives to fill recent vacancies. These new directors would be charged with leading an investigation into the KUBRA transaction to “examine whether this deal is the result of any kind of deceptive conduct or breach of fiduciary duty that did not place shareholders first.”

Furthermore, the activist investor has issued a clear ultimatum: “under no circumstances should this deal close before the voting results of Repay’s 2026 Annual Meeting of Stockholders is reported.” This demand effectively seeks to give shareholders a de facto vote on the acquisition, tying the board's hands until the company’s owners can formally make their voices heard.

A Pattern of Activism

This is not the first time Veradace Partners has publicly challenged a corporate board over a major transaction. In late 2025, the firm, founded in 2019 by Alex Vezendan and John Conlin, launched a campaign against Tiptree Inc. Veradace opposed the proposed sale of a key asset, arguing the deal was rushed, undervalued, and structured to benefit management at the expense of shareholders. That campaign, which was supported by proxy advisory firms, demonstrates Veradace’s willingness to engage in public, high-stakes battles over corporate governance and capital allocation.

While some analysts believe the market's reaction to the KUBRA deal was overdone, with firms like Benchmark and D.A. Davidson maintaining “Buy” ratings, others have grown more cautious. UBS, for instance, lowered its price target on Repay in the wake of the announcement. The path forward for Repay is now uncertain, as its board must weigh its commitment to the KUBRA acquisition against the growing rebellion from its own investors. The board’s response to Veradace's public demands will be a critical test of its independence and its allegiance to the shareholders it is duty-bound to serve.