Repay (RPAY) CEO has shares withheld to cover restricted stock taxes

Rhea-AI Filing Summary

Repay Holdings Corp Chief Executive Officer John Andrew Morris Sr. reported a tax-related share disposition. On March 5, 2026, 38,402 shares of Class A common stock were withheld at $3.03 per share to cover his tax liability upon vesting of previously granted restricted stock, rather than through an open-market sale.

After this withholding, he directly held 1,287,966 shares of Class A common stock. He also reported indirect holdings through related entities, including trusts and entities associated with his family, with reported indirect positions of 1,028,385, 86,761, 253,041, and 15,000 shares held by those entities.

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^*

Morris John Andrew Sr.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		F(1)		38,402	D	$3.03	1,287,966	D
Class A Common Stock								1,028,385	I	See footnote(2)
Class A Common Stock								86,761	I	See footnote(3)
Class A Common Stock								253,041	I	See footnote(4)
Class A Common Stock								15,000	I	See footnote(5)

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.

2. These securities are held directly by a trust (the "Family Trust"), of which the Reporting Person's spouse is the trustee and the Reporting Person's spouse and descendants are the beneficiaries.

3. These securities are held directly by a trust, of which the Reporting Person's spouse is the trustee and the Reporting Person and the Reporting Person's spouse and descendants are the beneficiaries.

4. These securities are held directly by a limited liability company, of which Reporting Person owns all of the voting ownership interests and serves as the sole member of its board of managers.

5. These securities are held directly by a corporation, of which the Family Trust owns all of the voting shares and Reporting Person serves as the sole member of its board of directors.

Remarks:

The Reporting Person disclaims beneficial ownership of any securities reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein.

	/s/ Tyler B. Dempsey, as Attorney-in-Fact	03/09/2026
	** 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).
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FAQ

What did Repay (RPAY) CEO John Andrew Morris Sr. report on this Form 4?

He reported shares withheld to cover taxes on vested restricted stock. 38,402 Class A shares were withheld at $3.03 per share, reflecting a tax-withholding disposition rather than an open-market sale, tied to previously reported time-based awards.

Was the Repay (RPAY) CEO’s Form 4 transaction an open-market stock sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 38,402 shares were withheld by the issuer at $3.03 per share to satisfy the CEO’s tax liability on vested restricted stock.

How many Repay (RPAY) shares does the CEO hold directly after this Form 4?

Following the tax withholding, the CEO directly holds 1,287,966 Class A shares. This figure represents his direct ownership after the 38,402 shares were withheld to satisfy tax obligations related to vesting restricted stock.

What indirect Repay (RPAY) share holdings are reported for the CEO?

He reports indirect holdings through several related entities: trusts and companies associated with his family. These entities collectively hold reported positions of 1,028,385, 86,761, 253,041, and 15,000 Class A shares, as detailed in the ownership footnotes.

How do the family trusts and entities relate to Repay (RPAY) CEO’s holdings?

Some shares are held by a Family Trust and another trust where his spouse is trustee, and by an LLC and a corporation linked to his family. The Form 4 explains these entities’ roles in holding indirect positions in Repay Class A stock.