Repay Holdings (NASDAQ: RPAY) CAO reports tax-withholding share transaction

Rhea-AI Filing Summary

Repay Holdings Corp Chief Accounting Officer Thomas Eugene Sullivan reported a routine tax-withholding transaction involving shares of Class A common stock. On this Form 4, 4,670 shares were withheld at a price of $2.65 per share to cover his tax liability connected to the vesting of previously granted time-based restricted stock. This was not an open-market sale but a payment of taxes by delivering shares back to the issuer. Following the transaction, Sullivan directly holds 248,561 shares of Repay Holdings Corp Class A common stock.

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

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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^*

Sullivan Thomas Eugene

(Last) (First) (Middle)

C/O REPAY HOLDINGS CORPORATION

3060 PEACHTREE ROAD NW, SUITE 1100

(Street)

ATLANTA GEORGIA 30305

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

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

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

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

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	03/19/2026		F(1)		4,670	D	$2.65	248,561	D

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

Explanation of Responses:

1. Reflects shares of Class A common stock of the Issuer withheld to cover the Reporting Person's tax liability in connection with the vesting of shares of time-based restricted stock previously reported by the Reporting Person.

	/s/Thomas E. Sullivan	03/23/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did RPAY Chief Accounting Officer Thomas Eugene Sullivan report?

Thomas Eugene Sullivan reported a tax-related share disposition, where 4,670 shares of Repay Holdings Corp Class A common stock were withheld at $2.65 per share to cover his tax liability from vesting restricted stock awards.

Was the RPAY insider transaction by Thomas Eugene Sullivan an open-market sale?

No, the transaction was not an open-market sale. The 4,670 shares were withheld by the issuer to satisfy Sullivan’s tax obligations arising from the vesting of previously granted time-based restricted stock, a routine administrative event rather than a discretionary trade.

How many RPAY shares does Thomas Eugene Sullivan hold after this Form 4 transaction?

After the tax-withholding disposition, Thomas Eugene Sullivan directly holds 248,561 shares of Repay Holdings Corp Class A common stock. This figure reflects his remaining direct ownership position following the withholding of 4,670 shares to cover related tax liabilities.

What does a tax-withholding disposition (code F) mean in the RPAY Form 4 filing?

A tax-withholding disposition, reported with transaction code F, means the company withheld shares to pay the insider’s tax liability. In this RPAY filing, 4,670 shares were delivered to cover taxes on vesting restricted stock, rather than being sold on the open market.

What role does Thomas Eugene Sullivan hold at Repay Holdings Corp in this Form 4?

Thomas Eugene Sullivan is identified as an officer of Repay Holdings Corp, serving as Chief Accounting Officer. The Form 4 reflects a tax-withholding share disposition connected to his equity compensation, specifically the vesting of time-based restricted stock awards previously reported.