Repay Holdings Corp SEC Filings

Veradace Capital Management and affiliates have filed a Schedule 13D on Repay Holdings Corp, disclosing an activist equity stake. Through Veradace Partners, they beneficially own 7,355,504 securities, consisting of 7,245,104 common shares and options to acquire 110,400 shares, representing 8.6% of Repay’s Class A shares based on 85,880,982 shares outstanding as of March 4, 2026. The Fund spent approximately $31.3 million to build the position, funded from its working capital and executed in open-market trades, some in margin accounts.

Veradace originally invested passively but now argues that changes are needed to maximize shareholder value. It has raised concerns with management about Repay’s multi‑year performance, shareholder opposition to the KUBRA Data Transfer LTD acquisition, and the lack of shareholder representation on the board. Veradace is asking for two shareholder‑supported directors and plans to continue engaging on board composition, capital allocation and strategy, while reserving the right to increase, reduce or hedge its position.

Repay Holdings Corporation adopted a limited-duration stockholder rights plan that issues one preferred share purchase right for each outstanding Class A common share to holders of record on April 24, 2026. The rights become exercisable if any investor reaches 12.5% beneficial ownership without Board approval.

Each right lets holders buy one one-thousandth of a share of Series A Junior Participating Preferred Stock at a $17.00 purchase price, with terms designed so this fraction approximates one common share in economic value. The plan, which expires April 13, 2027 unless earlier redeemed or exchanged, aims to deter rapid or coercive stock accumulations while preserving the Board’s ability to evaluate qualifying offers, including via a stockholder-driven special meeting mechanism if at least 20% of shares demand a vote.

Forager Fund and its affiliates report a 12.9% beneficial ownership stake in Repay Holdings Corp’s Class A common stock. They report beneficial ownership of 11,106,648 shares. The percentage is based on 85,880,982 shares outstanding as of March 4, 2026, from Repay’s Form 10-K.

The filing shows recent open-market purchases by Forager Fund: 350,000 shares at $2.42 on April 7, 2026; 484,720 shares at $2.57 on April 8, 2026; and 78,991 shares at $2.68 on April 9, 2026. Forager Fund and Forager Capital Management hold sole voting and dispositive power, while managing partners Edward Kissel and Robert MacArthur share voting and dispositive power through their roles at the general partner.

Repay Holdings Corp reported that entities affiliated with Forager Capital made open-market purchases of its Class A common stock, and this Form 4 amendment corrects the original filing to show the trades as acquisitions rather than dispositions. Forager Fund, L.P. bought a total of 913,711 shares across three days at weighted average prices of $2.42, $2.57 and $2.68 per share. Following these transactions, Forager Fund directly holds 11,106,648 shares, and Forager Capital Management, LLC directly holds 100 shares. Principals Edward Kissel and Robert MacArthur share voting and dispositive authority through the general partner, and all reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest.

Repay Holdings Corp large shareholder Forager Fund, L.P., together with related reporting persons, amended a prior insider filing to show that they bought, rather than sold, shares of Class A common stock. On April 1, they made open-market purchases of 488,391 shares at a weighted average price of $2.54 per share, followed on April 2 by 461,609 shares at a weighted average price of $2.53 per share. After these transactions, the reporting group held 10,192,937 shares of Class A common stock, with 100 shares held directly by Forager Capital Management, LLC and the remainder by Forager Fund, L.P. The filing notes that prices reflect weighted averages over multiple trades in ranges between $2.42–$2.60 and that each reporting person disclaims beneficial ownership beyond their pecuniary interest.

Repay Holdings Corp’s large shareholder group led by Forager Fund, L.P. filed an amended Form 4 to correct earlier coding and confirm recent open-market share purchases. The reporting persons bought a total of 642,837 shares of Class A common stock at weighted average prices around $3 per share over three days.

Following these acquisitions, their reported direct holdings increased to 9,242,937 shares. The shares are primarily held by Forager Fund, L.P., with Forager Capital Management, LLC as general partner and its principals Edward Urban Kissel and Robert Symmes MacArthur sharing voting and disposal authority, subject to each party’s pecuniary interest.

Forager Fund, L.P., a ten percent owner of Repay Holdings Corp, reported open‑market purchases of a total of 913,711 shares of Class A common stock over three trading days at weighted average prices between $2.315 and $2.76 per share.

After these trades, entities associated with Forager report holding 11,106,648 shares in total, including 100 shares held directly by Forager Capital Management, LLC, the fund’s general partner, with Messrs. Kissel and MacArthur sharing voting and disposition authority and disclaiming beneficial ownership beyond their pecuniary interests.

Forager Fund and its affiliates report owning a significant stake in Repay Holdings Corp. The group beneficially owns 10,192,937 shares of Repay’s Class A common stock, representing about 11.9% of the 85,880,982 shares outstanding as of March 4, 2026.

The shares were acquired for a total of $34,723,158.43 using working capital from Forager Fund, L.P. and its general partner, Forager Capital Management, LLC, with no borrowed funds. Recent open-market purchases between March 25 and April 2, 2026 were made at prices ranging from about $2.52 to $3.05 per share. The fund and GP hold sole voting and dispositive power, while managing partners Edward Kissel and Robert MacArthur share voting and dispositive power through the GP.

Repay Holdings Corp large shareholder Forager Fund, L.P. reported open-market purchases of a combined 950,000 shares of Class A common stock. The fund bought 488,391 shares on April 1 at a weighted average price of $2.54 and 461,609 shares on April 2 at a weighted average price of $2.53, with actual trade prices ranging between $2.42 and $2.60. Following these transactions, the filing shows 10,192,937 shares of Class A common stock held directly. The purchases are reported jointly by Forager Fund, its general partner Forager Capital Management, LLC, and principals Edward Urban Kissel and Robert Symmes MacArthur, who share voting and dispositive authority but each disclaim beneficial ownership beyond their pecuniary interest.