Repay Hldgs Corp SEC Filings

Repay Holdings Corp (RPAY) director reports small share sale

A director of Repay Holdings Corp reported selling 4,500 shares of Class A common stock on 11/17/2025 at a price of $3.50 per share. After this transaction, the director beneficially owns 131,456 shares directly. According to the disclosure, the shares were sold to satisfy mandatory liquidation requirements of the reporting person's self-directed 401(k) plan in connection with a rollover.

Repay Holdings Corporation (RPAY) filed its Q3 2025 10‑Q, reporting a quarterly net loss of $6.6 million versus net income of $3.2 million a year ago. Revenue was $77.7 million compared with $79.1 million in Q3 2024, reflecting lower Business Payments revenue, partly offset by Consumer Payments. Year to date, revenue was $230.7 million and the net loss was $122.8 million.

Results include a previously disclosed goodwill impairment of $103.8 million recorded in 2025, primarily in Consumer Payments, which reduced goodwill to $613.0 million. Operating cash flow was $67.8 million for the nine months, while financing activities used $130.2 million, including share repurchases and TRA payments.

Repay continued to manage its capital structure: on August 22, 2025, it repurchased $73.5 million principal of 2026 convertible notes for $72.0 million, recording a $1.4 million gain. Principal outstanding was $146.5 million (2026) and $287.5 million (2029) at quarter‑end. Cash and cash equivalents were $95.7 million. As of November 6, 2025, Class A shares outstanding were 86,062,133, including 4,477,781 unvested restricted shares with voting rights.

Repay Holdings Corporation (RPAY) furnished an 8-K announcing quarterly results. The company issued a press release with results for the quarter ended September 30, 2025, and made an earnings supplement and investor presentation available on its investor relations site. These materials are attached as Exhibits 99.1, 99.2, and 99.3.

The disclosures under Items 2.02 and 7.01 are furnished pursuant to General Instruction B.2 and are not deemed “filed” under the Exchange Act. RPAY’s Class A common stock trades on The Nasdaq Stock Market LLC.

Repay Holdings Corporation announced that director Robert H. Hartheimer resigned from its Board of Directors, effective immediately, on October 27, 2025. The company stated that his resignation was not the result of any disagreements with Repay regarding operations, policies, or practices.

Repay’s Class A common stock trades on Nasdaq under the symbol RPAY. The filing does not indicate any changes to strategy or governance policies beyond this board transition.

Repay Holdings Corporation (RPAY) filed a Form S-8 registering securities for an employee benefit plan. The company is incorporated in Delaware with EIN 98-1496050. The filing incorporates by reference recent SEC reports, including the 2024 Form 10-K and 2025 Form 10-Qs, and cites exhibits such as the Certificate of Incorporation, bylaws, legal opinion, a Restricted Stock Employment Inducement Award Agreement dated September 8, 2025, auditor consent, and a filing fee table. Signatures of the CEO, CFO, CAO, and directors are dated September 26, 2025.

Repay Holdings Corp (RPAY) reporting person Jacob Hamilton Moore, Executive Vice President, sold 26,385 shares of Class A common stock on 09/12/2025 at a weighted-average price of $5.89 per share (individual sale prices ranged from $5.88 to $5.92). After the disposition, the reporting person beneficially owns 193,532 shares, reported as direct ownership. The filer notes the weighted-average price and offers to provide a breakdown of share quantities sold at each price upon request. The Form 4 was executed via a power of attorney.

Repay Holdings Corp (RPAY) filed a Form 144/A reporting a proposed sale of 26,385 Class A shares to be executed through Rockefeller Capital Management on NASDAQ with an aggregate market value of $155,490 and an outstanding share count listed as 86,046,866. The notice identifies the securities as restricted stock awards acquired from the issuer on five separate dates in February–March 2025, totaling the reported shares offered for sale.

The filer declares no reportable sales in the prior three months and includes the required attestation that they are unaware of undisclosed material adverse information about the issuer. The filing provides transaction dates, acquisition method, broker name and proposed sale date of 09/12/2025, and discloses that payment at acquisition was not applicable (restricted awards).

Repay Holdings Corp (RPAY) reported that Chief Financial Officer Robert Scott Houser was granted 118,243 restricted shares of Class A common stock on 09/08/2025. The award was made as an inducement outside the company’s Amended and Restated Omnibus Incentive Plan under NASDAQ Listing Rule 5635(c)(4). The restricted shares carry a $0 grant price and will vest in four equal annual installments beginning on 09/08/2026, meaning approximately 29,561 shares will vest each year if vesting conditions are met. After the grant, Mr. Houser beneficially owns 118,243 Class A shares directly.

Robert Scott Houser, identified as Chief Financial Officer of Repay Holdings Corp (RPAY), filed an Initial Statement of Beneficial Ownership (Form 3) dated 09/08/2025. The filing states that no securities are beneficially owned by the reporting person. The form was signed by Tyler B. Dempsey, Attorney-in-Fact on behalf of the reporting person and references an Exhibit 24 power of attorney.