Repay Holdings (NASDAQ: RPAY) GC reports 6,776-share tax-withholding transaction

Rhea-AI Filing Summary

Repay Holdings Corp General Counsel Tyler B. Dempsey reported a Form 4 transaction involving company stock. On March 5, 2026, 6,776 shares of Class A common stock were withheld at $3.03 per share to cover his tax liability from vesting restricted stock. After this tax-withholding disposition, he directly owned 320,918 shares of Class A common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Dempsey Tyler B

Role General Counsel

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	6,776	$3.03	$21K

Holdings After Transaction: Class A Common Stock — 320,918 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Dempsey Tyler B

(Last) (First) (Middle)

C/O REPAY HOLDINGS CORPORATION

3060 PEACHTREE ROAD NW, SUITE 1100

(Street)

ATLANTA GA 30305

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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

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

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

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	03/05/2026		F(1)		6,776	D	$3.03	320,918	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	03/09/2026
	** 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.

FAQ

What insider transaction did RPAY General Counsel Tyler Dempsey report?

Tyler B. Dempsey reported a tax-withholding disposition of 6,776 shares of Repay Holdings Class A common stock. The shares were withheld to cover his tax liability related to vesting time-based restricted stock previously reported.

When did the RPAY insider tax-withholding transaction occur?

The transaction occurred on March 5, 2026. On that date, 6,776 shares of Repay Holdings Class A common stock were withheld at $3.03 per share to satisfy Tyler Dempsey’s tax liability from vesting restricted stock awards.

Was the RPAY insider transaction an open-market sale or tax withholding?

The transaction was classified as a tax-withholding disposition, not an open-market sale. Shares of Repay Holdings stock were withheld to pay Tyler Dempsey’s tax liability tied to the vesting of time-based restricted stock.

How many Repay Holdings shares does Tyler Dempsey hold after this filing?

After the tax-withholding disposition, Tyler B. Dempsey directly beneficially owned 320,918 shares of Repay Holdings Class A common stock. This figure reflects his holdings following the 6,776 shares withheld for taxes on March 5, 2026.

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

The tax-withholding disposition used a price of $3.03 per share. This price applied to the 6,776 shares of Repay Holdings Class A common stock withheld to satisfy Tyler Dempsey’s tax obligations arising from vesting restricted stock.