RPAY announces board change; Hartheimer steps down with no disagreements

Rhea-AI Filing Summary

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.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 27, 2025

REPAY HOLDINGS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-38531	98-1496050
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
3060 Peachtree Road NW Suite 1100
Atlanta, Georgia				30305
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 404 504-7472

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		RPAY		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 27, 2025, Robert H. Hartheimer tendered notice of his decision to resign from the Board of Directors (the “Board”) of Repay Holdings Corporation (the “Company”), effective immediately. Mr. Hartheimer’s resignation from the Board is not the result of any disagreements between Mr. Hartheimer and the Company relating to the Company’s operations, policies, or practices.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Repay Holdings Corporation
Date:	October 28, 2025	By:	/s/ Tyler B. Dempsey
			Tyler B. Dempsey General Counsel and Corporate Secretary

FAQ

What did RPAY disclose in this 8-K?

Repay reported that director Robert H. Hartheimer resigned from the Board, effective October 27, 2025.

Why did Robert H. Hartheimer resign from RPAY's board?

The company stated his resignation was not due to any disagreements regarding operations, policies, or practices.

When did the RPAY board resignation take effect?

The resignation was effective immediately on October 27, 2025.

Which RPAY security is listed and where?

Repay’s Class A common stock trades on The Nasdaq Stock Market LLC under the symbol RPAY.

Does the filing mention changes to company strategy or policies?

No. It only notes the board resignation and that there were no disagreements leading to it.

Who signed the RPAY disclosure?

It was signed by Tyler B. Dempsey, General Counsel and Corporate Secretary, dated October 28, 2025.