Repay Holdings (NASDAQ: RPAY) EVP uses stock to cover tax obligations

Rhea-AI Filing Summary

Repay Holdings Corp Executive Vice President Naomi Barnett reported two tax-related share dispositions of Class A common stock. On February 19, 2026, 4,008 shares were withheld at $3.14 per share to cover tax liabilities on previously granted restricted stock. On February 23, 2026, a further 1,297 shares were withheld at $3.06 per share for the same purpose. After these non-open-market, tax-withholding transactions, Barnett directly owned 173,366 shares of Repay Class A common stock.

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 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)
	Executive Vice President

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)		4,008	D	$3.14	174,663	D
Class A Common Stock	02/23/2026		F(1)		1,297	D	$3.06	173,366	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.

Remarks:

See Exhibit 24 for Power of Attorney.

	/s/ Tyler B. Dempsey, as Attorney-in-Fact	02/23/2026
	** 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.

FAQ

What insider transactions did RPAY executive Naomi Barnett report?

Naomi Barnett reported two tax-withholding dispositions of Repay Class A common stock. On February 19, 2026, 4,008 shares were withheld, and on February 23, 2026, 1,297 shares were withheld, both tied to vesting of previously granted restricted stock.

Were Naomi Barnett’s RPAY share transactions open-market sales?

No, the transactions were not open-market sales. The filing states the shares were withheld to cover Barnett’s tax liability arising from the vesting of previously reported time-based restricted stock, a standard tax-withholding mechanism rather than a discretionary sale in the market.

How many RPAY shares were used to cover Naomi Barnett’s taxes?

A total of 5,305 Repay Class A common shares were withheld for taxes. This includes 4,008 shares at $3.14 per share on February 19, 2026 and 1,297 shares at $3.06 per share on February 23, 2026, according to the Form 4.

What is Naomi Barnett’s RPAY share ownership after these transactions?

After the tax-withholding dispositions, Naomi Barnett directly owned 173,366 shares of Repay Class A common stock. This figure reflects the remaining balance following the withholding of 4,008 shares on February 19, 2026 and 1,297 shares on February 23, 2026.

Why were RPAY shares withheld from Naomi Barnett’s holdings?

The company withheld Repay shares to satisfy Barnett’s tax liability from vesting restricted stock. The footnote explains that the Class A common stock was retained by the issuer as payment of taxes due when previously granted time-based restricted shares vested.

What transaction code is used for Naomi Barnett’s RPAY Form 4 filing?

The filing uses transaction code F for both entries, indicating payment of tax liability by delivering securities. This code confirms the dispositions were tax-related withholdings associated with vesting of previously reported time-based restricted stock, not elective buying or selling in the open market.