Repay Holdings (RPAY) insider reports tax-related share withholdings

Rhea-AI Filing Summary

Repay Holdings Corp General Counsel Tyler B. Dempsey reported two tax-related share dispositions of Class A Common Stock. On February 19, he surrendered 5,471 shares at $3.14 per share, and on February 23 he surrendered 2,239 shares at $3.06 per share. In both cases, the shares were withheld to cover his tax liability upon vesting of previously reported time-based restricted stock, rather than sold in the open market. After these transactions, he directly owns 327,694 shares of Repay Holdings Corp Class A Common Stock.

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 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)
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)		5,471	D	$3.14	329,933	D
Class A Common Stock	02/23/2026		F(1)		2,239	D	$3.06	327,694	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	02/23/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did RPAY General Counsel Tyler B. Dempsey report?

Tyler B. Dempsey reported two tax-withholding dispositions of Class A Common Stock. On February 19, 5,471 shares were withheld, and on February 23, 2,239 shares were withheld to cover tax liabilities tied to restricted stock vesting.

Were the recent RPAY insider transactions open-market sales?

No, the RPAY insider transactions were not open-market sales. The filing states the shares were withheld to satisfy the insider’s tax liability upon vesting of previously reported time-based restricted stock, a common administrative mechanism rather than discretionary selling.

How many RPAY shares were disposed of for tax withholding and at what prices?

A total of 5,471 shares were withheld at $3.14 per share on February 19, and 2,239 shares were withheld at $3.06 per share on February 23, all to cover the reporting person’s tax obligations on vested restricted stock.

How many RPAY shares does the insider own after these transactions?

Following the reported tax-withholding dispositions, the General Counsel directly owns 327,694 shares of Repay Holdings Corp Class A Common Stock, as stated in the Form 4, reflecting his remaining equity stake after the administrative share surrenders.

What does transaction code F mean in the RPAY Form 4 filing?

Transaction code F in the RPAY Form 4 indicates a disposition to pay an exercise price or tax liability by delivering securities. Here, it reflects shares of Class A common stock withheld specifically to cover the insider’s tax obligations on restricted stock vesting.