Repay (NASDAQ: RPAY) EVP has 5,105 shares withheld to cover tax liability

Rhea-AI Filing Summary

Repay Holdings Corp Executive Vice President Naomi Barnett reported a tax-related share disposition. On the vesting of previously reported time-based restricted stock, 5,105 shares of Class A common stock were withheld at $3.03 per share to cover her tax liability. After this non‑open‑market, tax-withholding transaction, she directly holds 168,261 shares of Repay 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^*

Barnett Naomi

(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)
	Executive Vice President

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)		5,105	D	$3.03	168,261	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.
* 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.

FAQ

What did Repay (RPAY) Executive Vice President Naomi Barnett report on this Form 4?

Naomi Barnett reported a tax-related share disposition. 5,105 shares of Repay Class A common stock were withheld at $3.03 per share to satisfy taxes from vesting time-based restricted stock, leaving her with 168,261 shares directly owned.

Was Naomi Barnett’s Repay (RPAY) Form 4 transaction an open-market sale?

The transaction was not an open-market sale. Code F and the footnote show 5,105 shares were withheld to cover her tax liability upon vesting of time-based restricted stock, rather than shares being sold on the open market.

How many Repay (RPAY) shares were withheld from Naomi Barnett for taxes?

The Form 4 shows that 5,105 shares of Repay Class A common stock were withheld. These shares were used to satisfy Naomi Barnett’s tax liability arising from the vesting of previously reported time-based restricted stock awards.

What price per share was used for Naomi Barnett’s Repay (RPAY) tax withholding?

The shares withheld for tax purposes were valued at $3.03 per share. This price was applied to the 5,105 shares of Repay Class A common stock withheld in connection with the vesting of her time-based restricted stock.

How many Repay (RPAY) shares does Naomi Barnett own after this Form 4 transaction?

Following the tax-withholding disposition, Naomi Barnett directly owns 168,261 shares of Repay Class A common stock. This figure reflects her holdings after 5,105 shares were withheld to cover taxes on vesting restricted stock.