Repay Holdings (RPAY) EVP has stock withheld to cover taxes

Rhea-AI Filing Summary

Repay Holdings Corp Executive Vice President Naomi Barnett reported a tax-related share withholding, not an open-market trade. On the vesting of previously reported time-based restricted stock, 3,313 shares of Class A common stock were withheld at $2.65 per share to cover her tax liability, leaving her with 293,909 shares held directly.

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^*

Barnett Naomi

(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)
	Executive Vice President

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)		3,313	D	$2.65	293,909	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 activity did Repay Holdings (RPAY) report for Naomi Barnett?

Repay Holdings reported that Executive Vice President Naomi Barnett had shares withheld to cover taxes. Specifically, 3,313 Class A common shares were withheld in connection with the vesting of previously reported time-based restricted stock awards, rather than through an open-market transaction.

How many Repay Holdings (RPAY) shares were withheld and at what price?

A total of 3,313 shares of Repay Holdings Class A common stock were withheld from Naomi Barnett at a price of $2.65 per share. This withholding was used to satisfy her tax obligations arising from the vesting of restricted stock awards.

Why were Naomi Barnett’s Repay Holdings (RPAY) shares withheld?

The shares were withheld to cover Naomi Barnett’s tax liability triggered by the vesting of time-based restricted stock. Instead of paying taxes in cash, a portion of her vested shares was automatically retained, a common mechanism for handling equity compensation-related tax obligations.

How many Repay Holdings (RPAY) shares does Naomi Barnett hold after this transaction?

Following the tax-withholding transaction, Naomi Barnett directly holds 293,909 shares of Repay Holdings Class A common stock. This figure reflects her position after 3,313 shares were withheld to satisfy tax obligations tied to the vesting of her restricted stock grants.

Was Naomi Barnett’s Repay Holdings (RPAY) transaction an open-market sale?

No, the transaction was not an open-market sale. The Form 4 identifies it as a tax-withholding disposition, where 3,313 shares were withheld by the issuer to cover taxes on vested restricted stock, rather than sold by her on the open market.

What does this Repay Holdings (RPAY) Form 4 mean for shareholders?

This Form 4 reflects a routine tax-withholding event tied to equity compensation, not a discretionary buy or sell decision. Naomi Barnett’s remaining 293,909 directly held shares suggest her overall ownership position remains substantial after the withholding transaction for tax obligations.