Forager Capital Issues Second Open Letter to Repay Stockholders Amid Growing Governance Concerns
Forager Capital Management, the ~13% shareholder of Repay Holdings (NASDAQ: RPAY), sent a second open letter to stockholders on May 27, 2026, urging acceptance of its $4.80/share all-cash proposal. Forager says Repay’s board rejected the offer as undervaluing and did not justify staying independent, citing the perceived failure of Repay’s prior BillingTree acquisition and pointing to a 2025 $241.7 million goodwill impairment.
How this was made
The 30-second read
Why it matters
The activist frames the board’s rationale as insufficient and points to prior acquisition (BillingTree) underperformance and a large 2025 goodwill impairment, potentially pressuring RPAY’s governance narrative and deal prospects.
Market read
A large shareholder challenges RPAY’s board on valuation and governance after a rejected premium bid, creating near-term trading catalysts around deal/board response.
What to watch
The letter argues past promises failed, but it doesn’t quantify current standalone cash flows, integration progress on KUBRA, or whether the $4.80 bid reflects financing/valuation constraints.
Background
Forager Capital (≈13% owner) issued a second open letter after RPAY’s board rejected its $4.80 per share all-cash proposal and declined to convene a meeting.
Ticker impact
Forager Capital, the largest RPAY shareholder, urges stockholders to reject the board’s rejection of a $4.80 all-cash proposal and cites governance concerns.
Choppy trading risk for RPAY around governance/transaction headlines; downside skew if no deal emerges, upside optionality if a higher bid materializes.
The article centers on RPAY board rejecting a premium offer and highlights prior acquisition underperformance plus a large goodwill impairment, which can pressure sentiment and valuation.
Market effects
Could increase scrutiny of payment-technology acquirers’ M&A discipline and synergy assumptions, affecting sentiment across small/mid-cap acquirers.
Limited—story is company-specific with US-listed focus.
Low—no direct cross-border operational or regulatory trigger described.
Counterpoint
The board may believe independence plus the KUBRA acquisition path creates better long-term value than the activist’s $4.80 offer, especially if integration and leverage targets are achievable.
Key entities
- public_companyRepay Holdings Corporation
Subject of the activist campaign; board rejected a $4.80 all-cash proposal and is pursuing a KUBRA-related strategy.
- activist_investorForager Capital Management
Largest shareholder (~13%) issuing the open letter and pushing for a transaction at $4.80 per share.
