Repay Holdings Corp (RPAY) filed a Form 144/A reporting a proposed sale of 26,385 Class A shares to be executed through Rockefeller Capital Management on NASDAQ with an aggregate market value of $155,490 and an outstanding share count listed as 86,046,866. The notice identifies the securities as restricted stock awards acquired from the issuer on five separate dates in February–March 2025, totaling the reported shares offered for sale.
The filer declares no reportable sales in the prior three months and includes the required attestation that they are unaware of undisclosed material adverse information about the issuer. The filing provides transaction dates, acquisition method, broker name and proposed sale date of 09/12/2025, and discloses that payment at acquisition was not applicable (restricted awards).
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.
Robert Scott Houser, identified as Chief Financial Officer of Repay Holdings Corp (RPAY), filed an Initial Statement of Beneficial Ownership (Form 3) dated 09/08/2025. The filing states that no securities are beneficially owned by the reporting person. The form was signed by Tyler B. Dempsey, Attorney-in-Fact on behalf of the reporting person and references an Exhibit 24 power of attorney.
Repay Holdings Corporation's Class A common stock is reported as being beneficially owned by American Century Investment Management, Inc., American Century Companies, Inc., and Stowers Institute for Medical Research. Together they beneficially own 6,440,443 shares, representing 6.8% of the class. ACIM reports sole voting power for 6,226,366 shares and sole dispositive power for 6,440,443 shares.
ACIM is identified as a wholly-owned subsidiary of ACC, which is controlled by the Stowers Institute; the filing states the securities are held in the ordinary course of business and were not acquired to change or influence control. The filing also notes that various ACIM clients have rights to dividends or sale proceeds and that no single client advised by ACIM owns more than 5% of the class.
Sunriver Management LLC and Randolph Willett Cook report combined beneficial ownership of 3,718,652 shares of Repay Holdings Corp Class A common stock, representing 3.9% of the class. The filing states that the reported shares are directly owned by advisory clients of Sunriver Management LLC and that none of those clients may be deemed to beneficially own more than 5% of the Class A common stock.
The report discloses shared voting and shared dispositive power over the 3,718,652 shares and indicates no sole voting or sole dispositive power. The reporting persons disclaim beneficial ownership except for any pecuniary interest.
Wellington Management Group LLP and affiliated Wellington entities report beneficial ownership of Repay Holdings Corporation common stock. The filing shows an aggregate holding of 1,489,155 shares, representing approximately 1.6% of the outstanding class per the cover pages (Item 4 lists 1.58%). The reporting persons disclose 0 shares of sole voting or dispositive power, 1,264,402 shares of shared voting power, and 1,489,155 shares of shared dispositive power.
The securities are owned of record by clients of the Wellington investment advisers and are reported as held in the ordinary course of business, not for the purpose of changing or influencing control. The filing identifies the chain of ownership among Wellington entities and lists the issuer's principal executive office address.
Repay Holdings Corporation (RPAY) reported stable revenue but a large non-cash charge drove a substantial quarterly loss. Revenue was $75.6 million for the quarter and $153.0 million for the six months, roughly flat year-over-year. Gross profit margin remained strong at about 76%. The company recognized a $103.8 million impairment (primarily a $103.2 million goodwill impairment in the Consumer Payments segment) after a second-quarter stock price decline and lower market multiples, producing a net loss attributable to the company of $102.3 million for the quarter and $110.2 million for the six months.
Liquidity included $162.6 million cash and $209.0 million total cash, cash equivalents and restricted cash. Total assets were $1.413 billion with total liabilities of $774.0 million, including convertible notes principal of $507.5 million and a $192.95 million tax receivable agreement liability. The company repurchased additional shares after quarter-end and had $23.0 million remaining repurchase capacity as of August 7, 2025.
Repay Holdings Corporation announced the appointment of Robert S. Houser as Chief Financial Officer, effective September 8, 2025, replacing the companys Interim CFO who will resume his prior accounting role. Mr. Houser joins from Conduent and has prior payments and fintech experience at Fiserv and other corporations.
The Employment Agreement sets a minimum annual base salary of $400,000, a target annual cash bonus of 60% of base salary, one-time cash signing bonuses totaling $250,000, and a one-time restricted stock award valued at $700,000 that vests over four years. The agreement provides an 18-month severance period (extended to 30 months around a change in control) and customary confidentiality, non-solicit and non-compete restrictions.