Repay (NASDAQ: RPAY) counsel has 5,723 shares withheld to cover tax liability

Rhea-AI Filing Summary

Repay Holdings Corp General Counsel Tyler B. Dempsey reported a tax-related share disposition involving 5,723 shares of Class A common stock at a price of $2.65 per share. These shares were withheld by the company to cover his tax liability tied to the vesting of previously granted time-based restricted stock.

After this withholding transaction, Dempsey directly holds 491,251 shares of Repay Holdings Corp Class A common stock. The event reflects a routine compensation-related tax settlement rather than an open-market purchase or sale.

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^*

Dempsey Tyler B

(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)
	General Counsel

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)		5,723	D	$2.65	491,251	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/ Tyler B. Dempsey	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 General Counsel Tyler B. Dempsey report?

Tyler B. Dempsey reported a tax-withholding transaction where 5,723 RPAY Class A common shares were withheld at $2.65 per share. The shares covered taxes due on vesting of earlier time-based restricted stock awards, rather than representing an open-market sale.

Was the RPAY insider Form 4 transaction an open-market sale of shares?

No, the transaction was not an open-market sale. It was a tax-withholding disposition, where 5,723 shares were withheld by Repay Holdings to satisfy Dempsey's tax liability related to vested restricted stock, as described in the filing footnote.

How many RPAY shares does Tyler B. Dempsey hold after this Form 4 event?

Following the tax-withholding disposition, Tyler B. Dempsey directly holds 491,251 shares of Repay Holdings Corp Class A common stock. This figure reflects his position after 5,723 shares were withheld to cover taxes on vested restricted stock awards.

What price per share was used for the RPAY tax-withholding transaction?

The tax-withholding disposition used a price of $2.65 per share for the 5,723 RPAY Class A common shares. This price is disclosed in the Form 4 and is applied solely for the tax settlement mechanics, not as an open-market trade price.

What triggered the tax-withholding share disposition reported by RPAY’s General Counsel?

The disposition was triggered by the vesting of time-based restricted stock previously granted to Dempsey. When those restricted shares vested, 5,723 Class A common shares were withheld by Repay Holdings to cover his resulting tax liability, according to the Form 4 footnote.