Repay Holdings (NASDAQ: RPAY) awards 833K RSUs to new KUBRA president

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Watkin Richard Jason reported acquisition or exercise transactions in this Form 4 filing.

Repay Holdings Corp granted President of KUBRA, Richard Jason Watkin, 833,333 restricted stock units tied to its Class A common stock. These RSUs vest in three equal annual installments starting on June 1, 2027. The award was made as a material inducement to his acceptance of employment under NASDAQ Listing Rule 5635(c)(4), outside the company’s Amended and Restated Omnibus Incentive Plan. Following this grant, he is reported as holding 833,433 shares or units directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Watkin Richard Jason

Role President, KUBRA

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	833,333	$0.00	--

Holdings After Transaction: Class A Common Stock — 833,433 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 833,333 units Post-transaction holdings: 833,433 shares/units Vesting schedule: Three equal annual installments +1 more

4 metrics

RSUs granted 833,333 units Restricted stock units relating to Class A common stock

Post-transaction holdings 833,433 shares/units Total reported direct ownership after the grant

Vesting schedule Three equal annual installments Commencing June 1, 2027

Grant price per unit $0.0000 per share Equity award granted as compensation, not a market purchase

Key Terms

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

4 terms

restricted stock units financial

"Represents a grant of restricted stock units relating to the Class A common stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

inducement award agreement financial

"The restricted stock units were granted pursuant to an inducement award agreement"

Amended and Restated Omnibus Incentive Plan financial

"outside of the Issuer's Amended and Restated Omnibus Incentive Plan"

NASDAQ Listing Rule 5635(c)(4) regulatory

"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.

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 05:00 PM

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^*

Watkin Richard Jason

(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)
	President, KUBRA

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/01/2026		A⁽¹⁾		833,333	A	$0	833,433	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents a grant of restricted stock units relating to the Class A common stock of Issuer that vests in three equal annual installments commencing June 1, 2027. The restricted stock units were 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	06/03/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Repay Holdings Corp (RPAY) disclose in this Form 4?

Repay Holdings Corp reported a grant of 833,333 restricted stock units to Richard Jason Watkin, President of KUBRA. The units relate to Class A common stock and were issued as an inducement award connected to his acceptance of employment with the company.

How many Repay (RPAY) restricted stock units were granted to Richard Jason Watkin?

Richard Jason Watkin received 833,333 restricted stock units relating to Repay’s Class A common stock. These units vest over time rather than immediately, aligning his compensation with the company’s long-term performance and his continued employment at KUBRA, a Repay business unit.

What is the vesting schedule for the RPAY restricted stock units granted?

The 833,333 restricted stock units vest in three equal annual installments starting June 1, 2027. This means one-third of the units will vest each year over three years, encouraging multi-year service and performance alignment with Repay Holdings Corp’s objectives.

Why was this Repay (RPAY) inducement award granted outside the Omnibus Incentive Plan?

The restricted stock units were granted under an inducement award agreement outside Repay’s Amended and Restated Omnibus Incentive Plan. The company states this structure satisfies NASDAQ Listing Rule 5635(c)(4), which governs equity awards used as material inducements to new employees.

How many Repay (RPAY) shares or units does Richard Jason Watkin hold after this grant?

After the grant, Richard Jason Watkin is reported as beneficially owning 833,433 shares or units of Repay’s Class A common stock directly. This figure reflects his total reported holdings following the inducement award of 833,333 restricted stock units disclosed in the Form 4.

What does an inducement award under NASDAQ Listing Rule 5635(c)(4) mean for RPAY?

An inducement award under NASDAQ Listing Rule 5635(c)(4) allows equity grants without shareholder approval when used as a material inducement to hire a new employee. Repay used this framework to grant restricted stock units to attract Richard Jason Watkin to the President, KUBRA role.