[144/A] Repay Holdings Corp SEC Filing

Rhea-AI Filing Summary

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).

Positive

• Complete disclosure of acquisition dates and amounts for the restricted stock awards, which supports transparency
• Broker and proposed sale date provided (Rockefeller Capital Management; 09/12/2025), meeting Form 144 requirements
• No reported sales in prior three months, simplifying aggregation and suggesting this is not part of larger recent selling activity

Negative

• None.

Insights

Securities Analyst

TL;DR: Small director/insider sale of recently issued restricted shares, immaterial to market capitalization and likely routine liquidity.

The Form 144/A discloses a proposed sale of 26,385 Class A shares (~0.03% of the reported 86.0M outstanding), acquired via restricted stock awards across Feb–Mar 2025. The broker listed is Rockefeller Capital Management and the proposed execution date is 09/12/2025. No prior sales in the past three months were reported. Given the small size relative to total shares outstanding and the source being recent restricted awards, this appears to be a routine liquidity event rather than a signal of company-wide issues. Materiality to share price or market cap is limited based on disclosed figures.

Corporate Governance Expert

TL;DR: Transaction follows standard insider disclosure protocol; filing contains required attestations and acquisition detail.

The notice provides dates of grant, nature of acquisition (restricted stock awards), and confirms the filer made the statutory representation regarding material nonpublic information. The absence of sales in the prior three months simplifies aggregation rules. From a governance perspective, documentation appears complete for a Rule 144 sale initiation: broker, share counts, acquisition dates, and proposed sale date are present. There is no indication in the filing of coordinated insider selling or other governance concerns.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144/A

144/A: Filer Information

Filer CIK
Filer CCC
Previous Accession Number Of The Filing
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144/A: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144/A: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A	Rockefeller Capital Management 3060 Peachtree Road NW Ste 110 Altanta GA 30305	26385	155490.00	86046866	09/12/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144/A: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A	02/12/2025	Restricted Stock Awards	Issuer			5321	02/12/2025	n/a
Class A	02/19/2025	Restricted Stock Awards	Issuer			11653	02/19/2025	n/a
Class A	02/23/2025	Restricted Stock Awards	Issuer			2519	02/23/2025	n/a
Class A	02/24/2025	Restricted Stock Awards	Issuer			1845	02/24/2025	n/a
Class A	03/19/2025	Restricted Stock Awards	Issuer			5047	03/19/2025	n/a

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144/A: Securities Sold During The Past 3 Months

Nothing to Report

144/A: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the RPAY Form 144/A report?

The filing reports a proposed sale of 26,385 Class A shares through Rockefeller Capital Management on NASDAQ with an aggregate market value of $155,490 and a proposed sale date of 09/12/2025.

How were the RPAY shares acquired and when?

The shares were acquired as restricted stock awards from the issuer on five dates: 02/12/2025, 02/19/2025, 02/23/2025, 02/24/2025, and 03/19/2025.

Does the filing disclose recent sales by the same person?

The filing states Nothing to Report for securities sold during the past three months by the person for whose account the securities are to be sold.

What proportion of outstanding shares does this proposed sale represent for RPAY?

The filing lists 86,046,866 shares outstanding; the proposed sale of 26,385 shares is approximately 0.03% of that figure based on the provided numbers.

Does the filer assert awareness of material nonpublic information?

Yes. By signing the notice, the filer represents they do not know any material adverse information