Repay Holdings Corp Commitments Disclosure
11. Commitments and Contingencies
Legal Matters
The Company is a party to various claims and lawsuits incidental to its business. In the Company’s opinion, the liabilities, if any, which may ultimately result from the outcome of such matters, individually or in the aggregate, are not expected to have a material adverse effect on its financial position, liquidity, results of operations or cash flows.
Leases
The Company has commitments under operating leases for real estate leased from third parties under non-cancelable operating leases. The Company’s leases typically have lease terms between three years and ten years, with the longest lease term having an expiration date in 2035. Most of these leases include one or more renewal options for six years or less, and certain leases also include lessee termination options. At lease commencement, the Company assesses whether it is reasonably certain to exercise a renewal option, or reasonably certain not to exercise a termination option, by considering various economic factors. Options that are reasonably certain of being exercised are factored into the determination of the lease term, and related payments are included in the calculation of the right-of-use asset and lease liability.
On December 22, 2025, the Company entered an agreement with a third party to sublease one of the operating leases. The Company performed an impairment analysis and used the market approach to calculate the fair value of the associated ROU asset. An impairment loss of $0.4 million related to Consumer Payments segment was recorded within Impairment loss in the Company’s Consolidated Statements of Operations as the result of the reassessment.
During both the years ended December 31, 2025 and 2024, the Company recognized sublease income of $0.3 million, within Other (loss) income in the Company’s Consolidated Statements of Operations.
The components of lease costs are presented in the following table:
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|
Year Ended December 31, |
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($ in thousands) |
|
2025 |
|
|
2024 |
|
|
2023 |
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Components of total lease costs: |
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|
|
|
|
|
|
|
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Operating lease costs |
|
$ |
2,363 |
|
|
$ |
1,985 |
|
|
$ |
2,378 |
|
Short-term lease costs |
|
|
24 |
|
|
|
24 |
|
|
|
30 |
|
Total lease costs |
|
$ |
2,387 |
|
|
$ |
2,009 |
|
|
$ |
2,408 |
|
Amounts reported in the Consolidated Balance Sheets were as follows:
($ in thousands) |
|
December 31, 2025 |
|
|
December 31, 2024 |
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Operating Leases: |
|
|
|
|
|
|
||
Right-of-use assets |
|
$ |
8,866 |
|
|
$ |
11,142 |
|
Lease liability, current |
|
|
1,548 |
|
|
|
1,230 |
|
Lease liability, long-term |
|
|
8,790 |
|
|
|
10,507 |
|
Total lease liabilities |
|
$ |
10,338 |
|
|
$ |
11,737 |
|
|
|
|
|
|
|
|
||
Weighted-average remaining lease term (in years) |
|
|
4.8 |
|
|
|
5.6 |
|
Weighted-average discount rate (annualized) |
|
|
6.4 |
% |
|
|
6.2 |
% |
Other information related to leases are as follows:
|
|
Year Ended December 31, |
|
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($ in thousands) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Cash paid for amounts included in the measurement of lease liabilities: |
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|
|
|
|
|
|
|
|
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Operating cash flows from operating leases |
|
$ |
1,181 |
|
|
$ |
2,266 |
|
|
$ |
2,312 |
|
Right-of-use assets obtained in exchange for lease liabilities: |
|
|
|
|
|
|
|
|
|
|||
Operating leases |
|
|
— |
|
|
|
6,262 |
|
|
|
— |
|
The following table presents a maturity analysis of the Company’s operating leases liabilities as of December 31, 2025:
($ in thousands) |
|
|
|
|
2026 |
|
$ |
2,148 |
|
2027 |
|
|
2,028 |
|
2028 |
|
|
1,867 |
|
2029 |
|
|
1,674 |
|
2030 |
|
|
1,699 |
|
Thereafter |
|
|
3,340 |
|
Total undiscounted lease payments |
|
|
12,756 |
|
Less: Imputed interest |
|
|
2,418 |
|
Total lease liabilities |
|
$ |
10,338 |
|
|
|
|
|
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 9, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Mar 16, 2020 | |
| 2018 | Mar 26, 2019 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.