Repay CAO has shares withheld for taxes

Repay Holdings Corp Chief Accounting Officer Thomas Eugene Sullivan reported two tax-related share dispositions.

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Form Type

Rhea-AI Filing Summary

Repay Holdings Corp Chief Accounting Officer Thomas Eugene Sullivan reported two tax-related share dispositions. A total of 4,200 shares of Class A common stock were withheld to cover his tax liabilities upon vesting of previously reported time-based restricted stock, at prices of $3.14 and $3.06 per share. After these withholdings, he directly holds 165,306 shares.

Insider Trade Summary

Exercise Price or Tax Liability: 4,200 shares

Exercise Price or Tax Liability 2 txns

Insider Sullivan Thomas Eugene

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	1,354	$3.06	$4K
Exercise Price or Tax Liability	Class A Common Stock	2,846	$3.14	$9K

Holdings After Transaction: Class A Common Stock — 165,306 shares (Direct)

Footnotes (1)

F1. 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.

FAQ

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What insider transaction did RPAY's Chief Accounting Officer report?

Repay Holdings Corp Chief Accounting Officer Thomas Eugene Sullivan reported two tax-withholding dispositions totaling 4,200 Class A shares. The shares were withheld to satisfy tax liabilities triggered by the vesting of previously reported time-based restricted stock awards, rather than sold in open-market transactions.

How many Repay (RPAY) shares were withheld for the officer's taxes?

A total of 4,200 Repay Holdings Corp Class A shares were withheld to cover Thomas Eugene Sullivan’s tax obligations. One withholding involved 2,846 shares at $3.14 per share, and another involved 1,354 shares at $3.06 per share, both tied to restricted stock vesting.

Did the Repay (RPAY) insider sell shares on the open market?

The transactions were reported as tax-withholding dispositions, not open-market sales. Shares were withheld by the issuer to cover Thomas Eugene Sullivan’s tax liabilities arising from the vesting of time-based restricted stock, as described in the footnote, rather than sold through market trades.

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

Following the tax-withholding dispositions, Thomas Eugene Sullivan directly owns 165,306 shares of Repay Holdings Corp Class A common stock. This figure reflects his remaining direct holdings after 4,200 shares were withheld to satisfy tax obligations associated with restricted stock vesting.

What transaction code was used in the Repay (RPAY) Form 4 filing?

Both insider transactions used code F, indicating payment of tax liability by delivering securities. In this case, Repay Holdings Corp withheld 4,200 Class A shares from Thomas Eugene Sullivan to cover taxes due upon vesting of previously reported time-based restricted stock awards.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/23/2026 - 06:57 PM EST

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^*

Sullivan Thomas Eugene

(Last)

(First)

(Middle)

C/O REPAY HOLDINGS CORPORATION

3060 PEACHTREE ROAD NW, SUITE 1100

(Street)

ATLANTA

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)
	Chief Accounting 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)
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	02/19/2026		F⁽¹⁾		2,846	D	$3.14	166,660	D
Class A Common Stock	02/23/2026		F⁽¹⁾		1,354	D	$3.06	165,306	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. 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/Thomas E. Sullivan	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).
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.

Source: View Original Filing on SEC EDGAR