Repay (NASDAQ: RPAY) EVP receives 260,416-share inducement stock grant

Rhea-AI Filing Summary

Morrow Matthew Edward reported acquisition or exercise transactions in this Form 4 filing.

Repay Holdings Corp Executive Vice President Matthew Edward Morrow received a grant of 260,416 shares of restricted Class A common stock as compensation. The award vests in four equal annual installments starting on May 12, 2027, and was issued as an inducement to his employment, outside the company’s omnibus incentive plan. Following this grant, he directly holds 260,416 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Morrow Matthew Edward

Role Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	260,416	$0.00	--

Holdings After Transaction: Class A Common Stock — 260,416 shares (Direct, null)

Footnotes (1)

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Key Figures

Restricted stock grant: 260,416 shares Grant price: $0.00 per share Post-transaction holdings: 260,416 shares +2 more

5 metrics

Restricted stock grant 260,416 shares Class A common stock granted to EVP Matthew Morrow

Grant price $0.00 per share Compensation award, not open-market purchase

Post-transaction holdings 260,416 shares Direct Class A common stock held after grant

Vesting start date May 12, 2027 First of four equal annual vesting installments

Vesting structure 4 equal annual installments Restricted stock vests over four years

Key Terms

restricted Class A common stock, inducement award agreement, Amended and Restated Omnibus Incentive Plan, NASDAQ Listing Rule 5635(c)(4)

4 terms

restricted Class A common stock financial

"Represents a grant of restricted Class A common stock of the Issuer that vests in four equal annual installments"

inducement award agreement financial

"The restricted stock was granted pursuant to an inducement award agreement outside of the Issuer's Amended and Restated Omnibus Incentive Plan"

Amended and Restated Omnibus Incentive Plan financial

"outside of the Issuer's Amended and Restated Omnibus Incentive Plan as a material inducement"

NASDAQ Listing Rule 5635(c)(4) regulatory

"as a material inducement to the reporting person's acceptance of employment with the Issuer in accordance with NASDAQ Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

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^*

Morrow Matthew Edward

(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)
	Executive Vice President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

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	05/12/2026		A(1)		260,416	A	$0	260,416	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. Represents a grant of restricted Class A common stock of the Issuer that vests in four equal annual installments commencing May 12, 2027. The restricted stock was granted pursuant to an inducement award agreement outside of the Issuer's Amended and Restated Omnibus Incentive Plan as a material inducement to the reporting person's acceptance of employment with the Issuer in accordance with NASDAQ Listing Rule 5635(c)(4).

	/s/ Tyler B. Dempsey, as Attorney-in-Fact	05/14/2026
	** 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 transaction did RPAY executive Matthew Morrow report?

Matthew Edward Morrow reported receiving a grant of 260,416 shares of restricted Class A common stock. The shares were awarded as compensation, not purchased in the open market, and represent his entire directly held position after the grant.

How many Repay Holdings (RPAY) shares were granted to Matthew Morrow?

Matthew Morrow was granted 260,416 shares of restricted Class A common stock. This full amount is shown as his direct holdings following the transaction, reflecting a single large compensation-related equity award tied to his employment.

What is the vesting schedule for Matthew Morrow’s RPAY restricted stock?

The restricted Class A common stock grant to Matthew Morrow vests in four equal annual installments. Vesting begins on May 12, 2027, meaning one-quarter of the 260,416 shares will vest each year over a four-year period.

Was Matthew Morrow’s RPAY equity award granted under the company incentive plan?

The restricted stock grant was made outside Repay Holdings’ Amended and Restated Omnibus Incentive Plan. It was issued under a separate inducement award agreement specifically to encourage Matthew Morrow’s acceptance of employment with the company.

Why was the RPAY restricted stock granted to Matthew Morrow classified as an inducement award?

The award was structured as an inducement grant to support Matthew Morrow’s acceptance of employment, in line with NASDAQ Listing Rule 5635(c)(4). This rule allows equity grants outside shareholder-approved plans when used as a material employment incentive.

Does Matthew Morrow now hold RPAY shares directly after this grant?

Yes. The filing shows Matthew Morrow directly holding 260,416 shares of Class A common stock after the grant. The transaction is recorded as direct ownership, with no indication of intermediary entities or indirect holding structures.