Repay Holdings (RPAY) Issues 118,243 Inducement Shares to CFO

Rhea-AI Filing Summary

Repay Holdings Corp (RPAY) reported that Chief Financial Officer Robert Scott Houser was granted 118,243 restricted shares of Class A common stock on 09/08/2025. The award was made as an inducement outside the company’s Amended and Restated Omnibus Incentive Plan under NASDAQ Listing Rule 5635(c)(4). The restricted shares carry a $0 grant price and will vest in four equal annual installments beginning on 09/08/2026, meaning approximately 29,561 shares will vest each year if vesting conditions are met. After the grant, Mr. Houser beneficially owns 118,243 Class A shares directly.

Positive

• Inducement award aligns CFO incentives with shareholder outcomes through multi-year vesting
• Clear vesting schedule: four equal annual installments starting 09/08/2026 provides transparency on dilution timing

Negative

• None.

Insights

Compensation & Governance Analyst

TL;DR: New CFO received a sizeable inducement grant of 118,243 restricted shares, vesting over four years, issued outside the omnibus plan.

This grant aligns senior executive pay with shareholder outcomes by using restricted stock that vests over multiple years, which can incentivize retention and longer-term performance. The award was granted as an inducement under NASDAQ rules, indicating it was a negotiated hire-related award rather than a routine plan grant. The $0 grant price shows these are typical restricted shares rather than a purchase-based award. Investors should note the vesting schedule (four equal annual installments starting 09/08/2026) when considering potential future share issuance and dilution timing.

Securities Compliance Specialist

TL;DR: Form 4 discloses a compliant inducement award; filing is routine and conforms to Section 16 reporting requirements.

The filing identifies the reporting person as the CFO and documents the non-derivative grant and resulting beneficial ownership of 118,243 Class A shares. The disclosure cites NASDAQ Listing Rule 5635(c)(4), which governs inducement awards outside an omnibus plan, suggesting the issuer followed the prescribed approval path. The form shows the transaction date (09/08/2025) and the filing signature via attorney-in-fact on 09/10/2025, consistent with timely reporting.

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^*

Houser Robert Scott

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		A(1)		118,243	A	$0	118,243	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. Represents a grant of restricted Class A common stock of the Issuer that vests in four equal annual installments commencing September 8, 2026. The restricted stock was granted pursuant to an inducement award agreement outside of the Issuer's Amended and Restated Omnibus Incentive Plan as a material inducement to the reporting person's acceptance of employment with the Issuer in accordance with NASDAQ Listing Rule 5635(c)(4).

	/s/ Tyler B. Dempsey, as Attorney-in-Fact	09/10/2025
	** 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 did RPAY disclose in the Form 4 filed for Robert Scott Houser?

The Form 4 discloses a grant of 118,243 restricted Class A shares to CFO Robert Scott Houser on 09/08/2025, with a $0 grant price and four-year annual vesting beginning on 09/08/2026.

Was the award issued under Repay Holdings' omnibus incentive plan?

No. The award was granted outside the Issuer's Amended and Restated Omnibus Incentive Plan as an inducement award under NASDAQ Listing Rule 5635(c)(4).

How many shares will vest each year under the award?

The award vests in four equal annual installments, meaning approximately 29,561 shares will vest each year (118,243 divided by 4) starting 09/08/2026.

What is the reporting person's beneficial ownership after the transaction?

Following the reported transaction, Mr. Houser beneficially owns 118,243 Class A common shares directly.