Repay Holdings (RPAY) CTO reports tax-related share withholding

Rhea-AI Filing Summary

Repay Holdings Corp Chief Technology Officer David M. Guthrie reported a tax-related share disposition. On March 5, 2026, 7,641 shares of Class A common stock were withheld at $3.03 per share to cover his tax liability from vesting of previously reported time-based restricted stock. After this withholding, he directly owned 256,242 shares.

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^*

Guthrie David M

(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)
	Chief Technology Officer

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)		7,641	D	$3.03	256,242	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, as Attorney-in-Fact	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Repay Holdings (RPAY) report for David M. Guthrie?

Repay Holdings reported that Chief Technology Officer David M. Guthrie had 7,641 Class A common shares withheld to satisfy tax obligations from vesting restricted stock. This was a tax-withholding disposition, not an open-market sale, and it adjusted his directly held share count.

When did the Guthrie tax-withholding share disposition at Repay Holdings (RPAY) occur?

The tax-related share disposition for David M. Guthrie occurred on March 5, 2026. On that date, 7,641 Class A common shares were withheld at $3.03 per share to cover his tax liability tied to vesting restricted stock previously reported.

How many Repay Holdings (RPAY) shares were withheld for David M. Guthrie’s taxes?

A total of 7,641 shares of Repay Holdings Class A common stock were withheld for David M. Guthrie’s tax liability. These shares related to the vesting of time-based restricted stock awards that had been previously disclosed in earlier ownership reports.

What price per share was used in the Repay Holdings (RPAY) tax-withholding for Guthrie?

The tax-withholding disposition used a price of $3.03 per share for the 7,641 Class A common shares. This per-share figure is disclosed as the transaction price applied in connection with the vesting of time-based restricted stock held by David M. Guthrie.

How many Repay Holdings (RPAY) shares does David M. Guthrie own after the transaction?

Following the tax-withholding transaction, David M. Guthrie directly owned 256,242 shares of Repay Holdings Class A common stock. This post-transaction balance reflects the reduction from 7,641 shares that were withheld to satisfy his associated tax obligations.

Was the Repay Holdings (RPAY) Guthrie transaction an open-market sale of shares?

No, the transaction was not an open-market sale. The 7,641 Class A common shares were withheld by the issuer to cover David M. Guthrie’s tax liability from vesting restricted stock, described as a tax-withholding disposition rather than a discretionary sale.