Repay Holdings (NASDAQ: RPAY) CAO has shares withheld to cover tax liability

Rhea-AI Filing Summary

Repay Holdings Corp's Chief Accounting Officer, Thomas Eugene Sullivan, reported a routine tax-related share disposition. On the vesting of previously granted time-based restricted stock, 3,897 shares of Class A Common Stock were withheld at $3.49 per share to cover his tax liability, leaving him with 244,664 shares directly owned.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sullivan Thomas Eugene

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	3,897	$3.49	$14K

Holdings After Transaction: Class A Common Stock — 244,664 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares withheld for tax: 3,897 shares Per-share value for withholding: $3.49/share Shares owned after transaction: 244,664 shares

3 metrics

Shares withheld for tax 3,897 shares Class A Common Stock withheld to cover tax liability

Per-share value for withholding $3.49/share Value applied to shares withheld for taxes

Shares owned after transaction 244,664 shares Direct ownership following tax-withholding disposition

Key Terms

Class A Common Stock, tax liability, time-based restricted stock, tax-withholding disposition

4 terms

Class A Common Stock financial

"Reflects shares of Class A common stock of the Issuer withheld to cover the Reporting Person's tax liability"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

tax liability financial

"withheld to cover the Reporting Person's tax liability in connection with the vesting of shares"

time-based restricted stock financial

"in connection with the vesting of shares of time-based restricted stock previously reported by the Reporting Person"

Time-based restricted stock are company shares granted to employees or executives that become fully owned and transferable only after the recipient stays with the company for specified time periods. Think of it like receiving a wrapped gift that opens a little each year; the gradual unlocking helps keep employees motivated and tied to long-term performance. Investors watch these grants because they can dilute existing shares when they vest and signal how management is being rewarded and incentivized.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

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 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)
	Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/07/2026		F(1)		3,897	D	$3.49	244,664	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	05/11/2026
	** 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)

FAQ

What insider transaction did RPAY Chief Accounting Officer Thomas Sullivan report?

Thomas Sullivan reported a tax-withholding disposition of Repay Holdings Corp Class A Common Stock. In connection with restricted stock vesting, 3,897 shares were withheld to satisfy his tax liability rather than being sold in the open market.

How many Repay Holdings (RPAY) shares were withheld for taxes in this Form 4?

The filing shows 3,897 shares of Repay Holdings Corp Class A Common Stock were withheld. These shares covered Thomas Sullivan’s tax liability arising from vesting of previously reported time-based restricted stock awards.

What price per share was used for the RPAY tax-withholding shares?

The shares withheld for taxes were valued at $3.49 per share. This price is used in the Form 4 to calculate the value of the 3,897 Repay Holdings Corp Class A Common Stock shares applied toward the tax obligation.

How many Repay Holdings (RPAY) shares does Thomas Sullivan hold after this transaction?

After the tax-withholding disposition, Thomas Sullivan directly holds 244,664 shares of Repay Holdings Corp Class A Common Stock. The Form 4 reports this figure as his total direct ownership following the transaction.

Was the RPAY insider transaction an open-market sale or a tax withholding?

The transaction was a tax withholding, not an open-market sale. Shares were withheld by the issuer to cover Thomas Sullivan’s tax liability from vesting time-based restricted stock, as described in the Form 4 footnote.