Repay Holdings (NASDAQ: RPAY) CEO granted 968K restricted shares

Rhea-AI Filing Summary

Morris John Andrew Sr. reported acquisition or exercise transactions in this Form 4 filing.

Repay Holdings Corp Chief Executive Officer John Andrew Morris Sr. received a grant of 968,309 shares of restricted Class A common stock on March 11, 2026 at no purchase price. These shares vest in four equal annual installments beginning on March 11, 2027.

Following the grant, he directly holds 2,256,275 Class A shares. He also has several indirect holdings through family trusts, a limited liability company, and a corporation, each of which holds additional Class A common stock for the benefit of him or his family.

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)
03/11/2026

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	03/11/2026		A(1)		968,309	A	$0	2,256,275	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. Represents a grant of restricted Class A common stock of the Issuer that vests in four equal annual installments commencing March 11, 2027.

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	03/13/2026
	** 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 did RPAY CEO John Andrew Morris Sr. report on this Form 4?

He reported receiving a grant of 968,309 shares of restricted Class A common stock at no purchase price. The award is compensation-related stock, not an open-market purchase, and increases his direct equity stake in Repay Holdings Corp.

How do the new restricted RPAY shares for the CEO vest?

The 968,309 restricted Class A shares vest in four equal annual installments starting March 11, 2027. This means one-quarter of the award becomes unrestricted each year over four years, aligning the CEO’s compensation with longer-term company performance.

How many Repay (RPAY) shares does the CEO hold directly after this grant?

After the grant, John Andrew Morris Sr. directly holds 2,256,275 shares of Repay Class A common stock. This figure reflects his direct ownership only and excludes additional shares held indirectly through family trusts and related entities described in the footnotes.

What indirect RPAY holdings related to the CEO are disclosed?

The filing lists indirect holdings in several entities: a Family Trust where his spouse is trustee, another trust benefiting him and his family, a limited liability company he controls, and a corporation owned by the Family Trust, each holding Class A shares for family benefit.

Was the RPAY CEO’s Form 4 transaction a market buy or sell?

No, it was not a market buy or sell. The Form 4 shows a compensation-related grant coded as an acquisition, with a price per share of $0.00, rather than an open-market transaction based on prevailing trading prices.