Repay Holdings (NASDAQ: RPAY) CTO adds ESPP shares, withholds some for taxes

Rhea-AI Filing Summary

Repay Holdings Corp Chief Technology Officer David M. Guthrie reported routine equity compensation activity. He acquired 1,000 shares of Class A common stock at $2.85 per share through the company’s 2021 Employee Stock Purchase Plan. To cover associated tax obligations, 79 shares valued at $3.88 per share were withheld. After these transactions, he directly holds 458,185 Class A common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Guthrie David M

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	1,000	$2.85	$3K
Tax Withholding	Class A Common Stock	79	$3.88	$306.52

Holdings After Transaction: Class A Common Stock — 458,185 shares (Direct, null)

Footnotes (1)

1. These securities were acquired under the Repay Holdings Corporation 2021 Employee Stock Purchase Plan (the "ESPP"). Reflects shares of Class A common stock of the Issuer withheld to cover the Reporting Person's tax liability in connection with shares acquired under the ESPP.

Key Figures

ESPP shares acquired: 1,000 shares ESPP purchase price: $2.85/share Shares withheld for taxes: 79 shares +2 more

5 metrics

ESPP shares acquired 1,000 shares Class A Common Stock acquired under 2021 ESPP

ESPP purchase price $2.85/share Price for 1,000 ESPP shares

Shares withheld for taxes 79 shares Withheld to cover tax liability on ESPP acquisition

Tax withholding share value $3.88/share Valuation for 79 withheld shares

Holdings after ESPP grant 458,185 shares Direct Class A Common Stock after transactions

Key Terms

Employee Stock Purchase Plan, Class A Common Stock, tax liability, grant, award, or other acquisition

4 terms

Employee Stock Purchase Plan financial

"These securities were acquired under the Repay Holdings Corporation 2021 Employee Stock Purchase Plan (the "ESPP")."

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Class A Common Stock financial

"Reflects shares of Class A common stock of the Issuer withheld to cover the Reporting Person's tax liability"

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.

tax liability financial

"withheld to cover the Reporting Person's tax liability in connection with shares acquired under the ESPP"

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

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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^*

Guthrie David M

(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 Technology Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2026

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	05/31/2026		A(1)		1,000	A	$2.85	458,185	D
Class A Common Stock	05/31/2026		F(2)		79	D	$3.88	458,106	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. These securities were acquired under the Repay Holdings Corporation 2021 Employee Stock Purchase Plan (the "ESPP").

2. Reflects shares of Class A common stock of the Issuer withheld to cover the Reporting Person's tax liability in connection with shares acquired under the ESPP.

	/s/ Tyler B. Dempsey, as Attorney-in-Fact	06/02/2026
	** 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 transactions did RPAY CTO David Guthrie report on this Form 4?

David Guthrie reported acquiring 1,000 shares of Repay Holdings Class A common stock through the 2021 Employee Stock Purchase Plan and a related withholding of 79 shares to satisfy tax liabilities connected to those ESPP-acquired shares.

Were the RPAY insider transactions open-market buys or sales?

The reported transactions were not open-market trades. Shares were acquired as part of Repay’s 2021 Employee Stock Purchase Plan, and 79 shares were withheld solely to cover tax liabilities, rather than being sold in the market for investment or trading purposes.

How many Repay Holdings (RPAY) shares does the CTO hold after these transactions?

Following the ESPP acquisition and related tax withholding, David Guthrie directly owns 458,185 shares of Repay Holdings Class A common stock. This figure reflects his updated direct position after adding 1,000 ESPP shares and subtracting 79 shares withheld for taxes.

What price was used for the RPAY ESPP share acquisition and tax withholding?

The 1,000 Employee Stock Purchase Plan shares were acquired at $2.85 per share, while the 79 shares withheld for taxes were valued at $3.88 per share. These prices come directly from the Form 4 transaction details reported for the same transaction date.

What is the role of the Repay Holdings 2021 Employee Stock Purchase Plan in this Form 4?

The 2021 Employee Stock Purchase Plan enabled David Guthrie to acquire 1,000 Class A common shares as part of an employee benefit program. The Form 4 footnotes confirm both the ESPP origin of the shares and that 79 shares were withheld to satisfy related tax liabilities.