Repay Holdings (NASDAQ: RPAY) president has shares withheld for taxes

Rhea-AI Filing Summary

Repay Holdings Corp president and director Alias Shaler reported two tax-withholding dispositions of Class A common stock related to vesting of previously granted restricted shares. On February 19 and February 23, a total of 8,024 shares were withheld by the issuer to cover his tax liabilities.

After these transactions, Shaler held 549,720 shares directly. He also reported 264,990 shares held indirectly through a limited liability company in which he holds all voting ownership interests and serves as sole member of its board of managers.

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^*

Alias Shaler

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		F(1)		5,500	D	$3.14	552,244	D
Class A Common Stock	02/23/2026		F(1)		2,524	D	$3.06	549,720	D
Class A Common Stock								264,990	I	See footnote(2)

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.

2. These securities are held directly by a limited liability company, of which Reporting Person owns all of the voting ownership interests and serves as the sole member of its board of managers.

Remarks:

The Reporting Person disclaims beneficial ownership of any securities reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein.

	/s/ Tyler B. Dempsey, as Attorney-in-Fact	02/23/2026
	** 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).
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FAQ

What insider transaction did Alias Shaler report for Repay Holdings (RPAY)?

Alias Shaler reported tax-related share dispositions, not open-market sales. Two Form 4 entries show company shares withheld to cover his tax liabilities from vesting restricted stock, rather than discretionary selling of Repay Holdings Corp Class A common stock.

How many Repay Holdings (RPAY) shares were withheld for Alias Shaler’s taxes?

A total of 8,024 shares were withheld to satisfy tax obligations. The transactions covered 5,500 shares on February 19 and 2,524 shares on February 23, tied to vesting of previously reported time-based restricted stock awards.

Does Alias Shaler still hold Repay Holdings (RPAY) shares after these Form 4 transactions?

Yes, Alias Shaler continues to hold a substantial stake. Following the reported tax-withholding dispositions, he held 549,720 shares directly and 264,990 shares indirectly through a limited liability company over which he has voting control.

Were Alias Shaler’s Repay Holdings (RPAY) Form 4 transactions open-market sales?

No, the Form 4 describes tax-withholding dispositions, not market sales. Shares were delivered back to the issuer to cover exercise price or tax liabilities associated with vesting restricted stock, as described in the filing’s transaction code explanation.

How are Alias Shaler’s indirect Repay Holdings (RPAY) shares held?

His indirect holdings are owned through a limited liability company. The filing states he owns all voting ownership interests in this entity and serves as sole member of its board of managers, giving him voting control over those Repay Holdings shares.