Repay Holdings (NASDAQ: RPAY) CTO sees 6,627 shares withheld for tax on vesting

Rhea-AI Filing Summary

Repay Holdings Corp Chief Technology Officer David M. Guthrie reported a routine tax-related share disposition. On the vesting of previously granted time-based restricted stock, 6,627 shares of Class A common stock were withheld to cover his tax liability rather than sold on the open market. After this withholding event, he directly holds 457,185 shares, so the filing mainly reflects compensation-related tax treatment rather than an active trading decision.

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^*

Guthrie David M

(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 Technology Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

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	03/19/2026		F(1)		6,627	D	$2.65	457,185	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/ Tyler B. Dempsey, as Attorney-in-Fact	03/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did RPAY executive David Guthrie report on this Form 4?

David Guthrie reported a tax-related disposition where 6,627 Repay Holdings Class A shares were withheld to cover taxes on vested restricted stock. This was not an open-market sale but a standard mechanism to satisfy income tax obligations on equity compensation.

Did RPAY’s David Guthrie sell shares in the open market in this Form 4?

No, David Guthrie did not sell shares in the open market. The 6,627 shares were withheld by the company to cover his tax liability upon vesting of restricted stock, a common, automatic feature of equity compensation programs.

How many Repay Holdings (RPAY) shares does David Guthrie hold after this transaction?

After the tax-withholding transaction, David Guthrie directly holds 457,185 shares of Repay Holdings Class A common stock. The Form 4 shows that only 6,627 shares were withheld for taxes, leaving a substantial remaining equity position in the company.

What does transaction code F mean in the RPAY Form 4 for David Guthrie?

Transaction code F indicates payment of exercise price or tax liability by delivering securities. In this case, 6,627 Repay Holdings shares were withheld to satisfy David Guthrie’s tax obligations on vested time-based restricted stock previously granted as compensation.

Is the RPAY Form 4 for David Guthrie a routine compensation event?

Yes, the filing describes a routine compensation-related event. Shares of Repay Holdings were withheld to cover David Guthrie’s tax liability when his restricted stock vested, reflecting standard equity compensation administration rather than a discretionary buy or sell decision.