PAR Technology Corporation Convertible Senior Notes Offering

PAR Technology Corporation ("PAR" or the "Company") announced the completion of a private offering of $265 million in aggregate principal amount of 4.00% Convertible Senior Notes due 2031. The offering, which included $15 million in notes issued upon the exercise of the initial purchasers' overallotment option, was conducted pursuant to an indenture dated March 17, 2026, with U.S. Bank Trust Company, National Association, as trustee. These notes are general unsecured senior obligations of PAR, maturing on March 15, 2031, unless earlier converted, redeemed, or repurchased. Interest at 4.00% per year will be paid semiannually. The notes are convertible under specific conditions, including if the stock price exceeds 130% of the conversion price for a specified period, or if the trading price falls below 98% of the conversion price over a measurement period. Holders can also convert if PAR calls the notes for redemption or upon specified corporate events. After December 15, 2030, conversion is permitted at any time regardless of these conditions. The initial conversion rate is 52.5762 shares of common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of $19.02 per share, representing a 20.0% premium over the stock price on March 12, 2026. PAR may redeem the notes on or after March 20, 2029, under certain conditions, at 100% of the principal amount plus accrued interest. Holders have the right to require PAR to repurchase the notes upon a Fundamental Change at 100% of the principal amount plus accrued interest. The indenture includes customary covenants and events of default. PAR received approximately $256.8 million in net proceeds, which were used to repurchase $212 million of its 1.50% Convertible Senior Notes due 2027 and approximately 2.1 million shares of its common stock. The remaining proceeds are intended for general corporate purposes, potentially including acquisitions. Shares issued upon conversion of the notes will be offered pursuant to exemptions from registration requirements.