Forager entities boost stake in Repay Holdings

Repay Holdings Corp reported that entities affiliated with Forager Capital made open-market purchases of its Class A common stock, and this Form 4 amendment corrects the original filing to show the trades as acquisitions rather than dispositions.

Rhea-AI Filing Summary

Repay Holdings Corp reported that entities affiliated with Forager Capital made open-market purchases of its Class A common stock, and this Form 4 amendment corrects the original filing to show the trades as acquisitions rather than dispositions. Forager Fund, L.P. bought a total of 913,711 shares across three days at weighted average prices of $2.42, $2.57 and $2.68 per share. Following these transactions, Forager Fund directly holds 11,106,648 shares, and Forager Capital Management, LLC directly holds 100 shares. Principals Edward Kissel and Robert MacArthur share voting and dispositive authority through the general partner, and all reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest.

Insider Trade Summary

Net Buyer: 913,711 shares

Net Buy 3 txns

Insider Forager Fund, L.P., Forager Capital Management, LLC, Kissel Edward Urban, MacArthur Robert Symmes

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner

Bought 913,711 shs ($2.30M)

Type	Security	Shares	Price	Value
Purchase	Class A Common Stock, $0.0001 par value per share	78,991	$2.68	$212K
Purchase	Class A Common Stock, $0.0001 par value per share	484,720	$2.57	$1.25M
Purchase	Class A Common Stock, $0.0001 par value per share	350,000	$2.42	$847K

Holdings After Transaction: Class A Common Stock, $0.0001 par value per share — 11,106,648 shares (Direct)

Footnotes (5)

1. F1. This Form 4 amendment is being filed solely to correct the acquisition/disposition code for each transaction reported in the Form 4 originally filed by the reporting persons on April 9, 2026 to indicate that the shares of Class A common stock were acquired (A) by the reporting persons rather than disposed of (D) by the reporting persons.
2. F2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.315 to $2.45, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within this range.
3. F3. Forager Capital Management, LLC (the "General Partner") is the general partner of Forager Fund, L.P., a Delaware limited partnership (the "Fund") and directly holds 100 shares of Class A common stock. All other shares of the issuer's Class A common stock reported herein are directly held by the Fund. Each of Messrs. Kissel and MacArthur is a principal of the General Partner and has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, the shares on behalf of the General Partner. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
4. F4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.505 to $2.60, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within this range.
5. F5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.645 to $2.76, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within this range.

Key Figures

Total shares purchased: 913,711 shares Shares after transactions (Fund): 11,106,648 shares Shares after transactions (General Partner): 100 shares +3 more

6 metrics

Total shares purchased 913,711 shares Open-market purchases of Class A common stock reported in Form 4/A

Shares after transactions (Fund) 11,106,648 shares Class A common stock directly held by Forager Fund, L.P. after trades

Shares after transactions (General Partner) 100 shares Class A common stock directly held by Forager Capital Management, LLC

Purchase on April 7, 2026 350,000 shares at $2.42 Open-market purchase of Class A common stock

Purchase on April 8, 2026 484,720 shares at $2.57 Open-market purchase of Class A common stock

Purchase on April 9, 2026 78,991 shares at $2.68 Open-market purchase of Class A common stock

Key Terms

weighted average price, pecuniary interest, ten percent owner, Class A common stock, +1 more

5 terms

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

pecuniary interest financial

"disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein"

ten percent owner financial

"is_ten_percent_owner": 1"

Class A common stock financial

"Class A common stock, $0.0001 par value per share"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

open-market purchase financial

"transaction_action": "open-market purchase""

An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.

FAQ

What insider activity did Forager entities report in RPAY shares?

Forager Fund, L.P. and related entities reported buying 913,711 shares of Repay Holdings Corp Class A common stock in open-market transactions. These purchases occurred over three days at weighted average prices between $2.42 and $2.68 per share, increasing their direct holdings.

Why was this Repay Holdings (RPAY) Form 4/A filed as an amendment?

The Form 4/A was filed to correct the transaction codes in a prior Form 4. The original filing mistakenly showed the trades as dispositions, and this amendment clarifies that the Class A common stock shares were acquired by the reporting persons instead.

How many RPAY shares does Forager Fund hold after these transactions?

After the reported purchases, Forager Fund, L.P. directly holds 11,106,648 shares of Repay Holdings Corp Class A common stock. Forager Capital Management, LLC, its general partner, directly holds an additional 100 shares, reflecting their combined post-transaction position.

At what prices did Forager buy Repay Holdings (RPAY) stock?

The reporting persons bought RPAY shares at weighted average prices of $2.42, $2.57 and $2.68 per share. Footnotes explain these averages reflect multiple trades in ranges from $2.315 to $2.76, and full trade-by-trade details are available on request.

Who controls voting and investment decisions for the RPAY shares held by Forager?

Forager Capital Management, LLC, as general partner of Forager Fund, has authority to vote and dispose of the RPAY shares. Principals Edward Kissel and Robert MacArthur share this authority and each reporting person disclaims beneficial ownership beyond their pecuniary interest.

What does the weighted average price disclosure mean in the RPAY Form 4/A?

Weighted average price means each reported per-share figure combines multiple trades executed at slightly different prices. For the RPAY purchases, the filing notes ranges such as $2.315 to $2.45, and the reporting persons offer to provide detailed trade breakdowns upon request.

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Accepted by SEC EDGAR 04/10/2026 - 04:01 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Forager Fund, L.P.

(Last) (First) (Middle)

2025 3RD AVE. N, SUITE 350

(Street)

BIRMINGHAM ALABAMA 35203

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Repay Holdings Corp [ RPAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/09/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, $0.0001 par value per share	04/07/2026		P		350,000	A(1)	$2.42(2)	10,542,937	D(3)
Class A Common Stock, $0.0001 par value per share	04/08/2026		P		484,720	A(1)	$2.57(4)	11,027,657	D(3)
Class A Common Stock, $0.0001 par value per share	04/09/2026		P		78,991	A(1)	$2.68(5)	11,106,648	D(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Forager Fund, L.P.

(Last) (First) (Middle)

2025 3RD AVE. N, SUITE 350

(Street)

BIRMINGHAM ALABAMA 35203

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Forager Capital Management, LLC

(Last) (First) (Middle)

2025 3RD AVE. N, SUITE 350

(Street)

BIRMINGHAM ALABAMA 35203

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Kissel Edward Urban

(Last) (First) (Middle)

2025 3RD AVE. N, SUITE 350

(Street)

BIRMINGHAM ALABAMA 35203

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MacArthur Robert Symmes

(Last) (First) (Middle)

2025 3RD AVE. N, SUITE 350

(Street)

BIRMINGHAM ALABAMA 35203

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This Form 4 amendment is being filed solely to correct the acquisition/disposition code for each transaction reported in the Form 4 originally filed by the reporting persons on April 9, 2026 to indicate that the shares of Class A common stock were acquired (A) by the reporting persons rather than disposed of (D) by the reporting persons.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.315 to $2.45, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within this range.

3. Forager Capital Management, LLC (the "General Partner") is the general partner of Forager Fund, L.P., a Delaware limited partnership (the "Fund") and directly holds 100 shares of Class A common stock. All other shares of the issuer's Class A common stock reported herein are directly held by the Fund. Each of Messrs. Kissel and MacArthur is a principal of the General Partner and has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, the shares on behalf of the General Partner. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.505 to $2.60, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within this range.

5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.645 to $2.76, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within this range.

	/s/ Robert MacArthur, on behalf of Forager Capital Management, LLC as managing member	04/10/2026
	/s/ Robert MacArthur, on behalf of Forager Fund L.P. as managing member of the sole general partner	04/10/2026
	/s/ Edward Kissel	04/10/2026
	/s/ Robert MacArthur	04/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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* Form 4: SEC 1474 (03-26)