Repay (RPAY) CEO withholds shares to satisfy tax obligations

Rhea-AI Filing Summary

Repay Holdings Corp Chief Executive Officer John Andrew Morris Sr. reported tax-related share dispositions rather than open-market sales. On February 19, he delivered 32,191 shares of Class A common stock at $3.14 per share to cover tax liabilities tied to vesting restricted stock. On February 23, he delivered another 12,140 shares at $3.06 per share for the same purpose. After these transactions, he directly owns 1,326,368 Class A shares, with additional indirect holdings through a family trust, another trust, a limited liability company, and a corporation.

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^*

Morris John Andrew Sr.

(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)
	Chief Executive Officer

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)		32,191	D	$3.14	1,338,508	D
Class A Common Stock	02/23/2026		F(1)		12,140	D	$3.06	1,326,368	D
Class A Common Stock								1,028,385	I	See footnote(2)
Class A Common Stock								86,761	I	See footnote(3)
Class A Common Stock								253,041	I	See footnote(4)
Class A Common Stock								15,000	I	See footnote(5)

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 trust (the "Family Trust"), of which the Reporting Person's spouse is the trustee and the Reporting Person's spouse and descendants are the beneficiaries.

3. These securities are held directly by a trust, of which the Reporting Person's spouse is the trustee and the Reporting Person and the Reporting Person's spouse and descendants are the beneficiaries.

4. 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.

5. These securities are held directly by a corporation, of which the Family Trust owns all of the voting shares and Reporting Person serves as the sole member of its board of directors.

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 transactions did Repay (RPAY) report for its CEO?

Repay (RPAY) reported that CEO John Andrew Morris Sr. disposed of shares to cover tax liabilities from vesting restricted stock. He delivered 32,191 shares at $3.14 and 12,140 shares at $3.06, classified as tax-withholding, not open-market sales.

Were the Repay (RPAY) CEO’s transactions open-market sales?

No, the Repay (RPAY) CEO’s transactions were tax-withholding dispositions, not open-market sales. The shares were withheld to pay tax liabilities related to the vesting of previously granted time-based restricted stock awards reported earlier.

How many Repay (RPAY) shares does the CEO own after these transactions?

After the reported tax-withholding dispositions, the Repay (RPAY) CEO directly owns 1,326,368 shares of Class A common stock. He also has additional indirect holdings through family trusts, a limited liability company, and a corporation tied to his family interests.

What prices were used for the Repay (RPAY) CEO’s tax-withholding share dispositions?

The Repay (RPAY) CEO’s tax-withholding dispositions used prices of $3.14 and $3.06 per share. On February 19, 32,191 shares were delivered at $3.14, and on February 23, 12,140 shares were delivered at $3.06 to cover tax obligations.

How are the Repay (RPAY) CEO’s indirect share holdings structured?

The Repay (RPAY) CEO’s indirect holdings are held through several entities. These include a family trust where his spouse is trustee, another trust benefiting him and his family, a limited liability company he controls, and a corporation whose voting shares are owned by the family trust.

Why were Repay (RPAY) shares withheld from the CEO’s awards?

Repay (RPAY) withheld shares from the CEO’s time-based restricted stock awards to satisfy his tax liability upon vesting. Instead of paying cash, shares of Class A common stock were delivered to cover the required tax obligation associated with the vesting event.