Repay Holdings Corp (RPAY) CAO shares withheld to cover taxes

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.

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^*

Sullivan Thomas Eugene

(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)
	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)
			Code	V	Amount	(A) or (D)	Price
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)
				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/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.
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FAQ

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.