Forager Fund and its affiliates have filed a Schedule 13D disclosing a 10.0% stake in Repay Holdings Corp’s Class A common stock. They report beneficial ownership of 8,600,100 shares out of 85,880,982 shares outstanding as of March 4, 2026.
The group, led by Forager Fund, L.P., Forager Capital Management, LLC, and managing partners Edward Kissel and Robert MacArthur, acquired these shares for a total of $30,384,501.33, funded with working capital and no borrowings. Recent open-market purchases between January 12 and March 3, 2026 were executed at prices generally between about $2.85 and $3.82 per share.
The filing states the position is for investment purposes, but the investors may actively engage the board, management, other shareholders, and third parties. They outline a wide range of potential actions, including exploring extraordinary corporate transactions such as mergers, take-private deals, asset sales, joint ventures, recapitalizations, or changes to strategy, governance, capitalization, or listing status, depending on future evaluations and market conditions.
Repay Holdings Corporation — A Schedule 13G/A amendment discloses that Forager Fund, L.P., Forager Capital Management, LLC, Edward Kissel and Robert MacArthur (the Reporting Persons) beneficially own 8,600,100 shares of Class A Common Stock, representing 10.0% of the class. The percentage is based on 85,880,982 shares outstanding as of March 4, 2026 per the issuer's Form 10-K filed March 9, 2026. The filing specifies voting and dispositive power allocation across the Fund, General Partner, and the individual reporting persons.
Repay Holdings Corp Chief Accounting Officer reports tax-withholding share disposition. Thomas Eugene Sullivan had 3,624 shares of Class A common stock withheld at $3.03 per share to cover tax obligations upon vesting of previously granted restricted stock, leaving him with 161,682 shares directly held.
Repay Holdings Corp Executive Vice President Naomi Barnett reported a tax-related share disposition. On the vesting of previously reported time-based restricted stock, 5,105 shares of Class A common stock were withheld at $3.03 per share to cover her tax liability. After this non‑open‑market, tax-withholding transaction, she directly holds 168,261 shares of Repay Class A common stock.
Repay Holdings Corp General Counsel Tyler B. Dempsey reported a Form 4 transaction involving company stock. On March 5, 2026, 6,776 shares of Class A common stock were withheld at $3.03 per share to cover his tax liability from vesting restricted stock. After this tax-withholding disposition, he directly owned 320,918 shares of Class A common stock.
Repay Holdings Corp Chief Technology Officer David M. Guthrie reported a tax-related share disposition. On March 5, 2026, 7,641 shares of Class A common stock were withheld at $3.03 per share to cover his tax liability from vesting of previously reported time-based restricted stock. After this withholding, he directly owned 256,242 shares.
Repay Holdings Corp Chief Executive Officer John Andrew Morris Sr. reported a tax-related share disposition. On March 5, 2026, 38,402 shares of Class A common stock were withheld at $3.03 per share to cover his tax liability upon vesting of previously granted restricted stock, rather than through an open-market sale.
After this withholding, he directly held 1,287,966 shares of Class A common stock. He also reported indirect holdings through related entities, including trusts and entities associated with his family, with reported indirect positions of 1,028,385, 86,761, 253,041, and 15,000 shares held by those entities.
Repay Holdings Corporation files its annual report describing a vertically focused payments technology business serving personal loans, automotive loans, receivables management and B2B markets. It processes card, ACH and related electronic payments through a proprietary, integrated platform and 294 software integrations.
The company reports two segments: Consumer Payments, representing approximately 85% of 2025 revenue, and Business Payments, representing about 15%. As of March 4, 2026, it had 85,880,982 Class A shares outstanding and a non-affiliate equity market value of $399,708,338 as of June 30, 2025.
Repay highlights growth via deeper penetration in existing verticals, expansion into new verticals, ongoing product innovation, operational efficiencies and selective acquisitions, having completed eleven deals since 2016. It details extensive regulatory, competitive, technology, data security, indebtedness and ownership-structure risks, and notes a workforce of approximately 486 full-time employees across the U.S.
Repay Holdings Corporation reported a sharp GAAP loss for 2025 driven by large non‑cash goodwill impairments but continued to generate solid cash flow and outlined growth plans for 2026. Full‑year 2025 revenue was $309.3 million versus $313.0 million a year earlier, while gross profit slipped to $232.0 million from $241.4 million. Net loss widened to $271.1 million from $10.3 million, including $242.7 million of goodwill and related impairment charges, with Q4 2025 net loss at $148.3 million on revenue of $78.6 million.
On an adjusted basis, 2025 Adjusted EBITDA was $128.6 million with a 42% margin and Free Cash Flow was $49.1 million, a 38% conversion of Adjusted EBITDA. Excluding cyclical political media revenue, management cites 2025 revenue growth of 3% and gross profit growth of 1%. For 2026, the company targets revenue of $340–346 million, Adjusted EBITDA of $136.5–141.5 million, Adjusted EBITDA margins around 40%, and Free Cash Flow conversion above 45%.