Repay Holdings Corporation removes from registration 9,166,652 shares of Class A common stock that were registered for issuance upon conversion of its 0.00% Convertible Senior Notes due 2026.
The company states it has terminated all offerings under the Form S-3 Registration Statement No. 333-285509 and, by this post-effective amendment, no securities remain registered under that registration statement.
Repay Holdings Corporation set the 2026 annual cash bonus program for its executive officers. Target bonus opportunities range from 50% to 100% of base salary under existing employment agreements.
For 2026, 75% of each bonus will depend on Company financial performance based on Adjusted EBITDA, and 25% will depend on individual goals. For each measure, performance at the minimum threshold pays 50% of target, target performance pays 100%, and maximum performance pays 200%, with straight-line interpolation between these levels over the period from January 1 to December 31, 2026.
Repay Holdings Corp Chief Accounting Officer Thomas Eugene Sullivan reported two tax-related share dispositions. A total of 4,200 shares of Class A common stock were withheld to cover his tax liabilities upon vesting of previously reported time-based restricted stock, at prices of $3.14 and $3.06 per share. After these withholdings, he directly holds 165,306 shares.
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.
Repay Holdings Corp General Counsel Tyler B. Dempsey reported two tax-related share dispositions of Class A Common Stock. On February 19, he surrendered 5,471 shares at $3.14 per share, and on February 23 he surrendered 2,239 shares at $3.06 per share. In both cases, the shares were withheld to cover his tax liability upon vesting of previously reported time-based restricted stock, rather than sold in the open market. After these transactions, he directly owns 327,694 shares of Repay Holdings Corp Class A Common Stock.
Repay Holdings Corp Chief Technology Officer reports routine share withholdings for taxes. David M. Guthrie had 6,451 shares of Class A common stock withheld on February 19 at $3.14 per share and 2,110 shares withheld on February 23 at $3.06 per share to cover tax liabilities from previously granted restricted stock vesting. After these tax-withholding dispositions, he directly owns 263,883 Class A shares.
Repay Holdings Corp president and director Alias Shaler reported two tax-withholding dispositions of Class A common stock related to vesting of previously granted restricted shares. On February 19 and February 23, a total of 8,024 shares were withheld by the issuer to cover his tax liabilities.
After these transactions, Shaler held 549,720 shares directly. He also reported 264,990 shares held indirectly through a limited liability company in which he holds all voting ownership interests and serves as sole member of its board of managers.
Repay Holdings Corp Chief Executive Officer John Andrew Morris Sr. reported tax-related share dispositions rather than open-market sales. On February 19, he delivered 32,191 shares of Class A common stock at $3.14 per share to cover tax liabilities tied to vesting restricted stock. On February 23, he delivered another 12,140 shares at $3.06 per share for the same purpose. After these transactions, he directly owns 1,326,368 Class A shares, with additional indirect holdings through a family trust, another trust, a limited liability company, and a corporation.
Repay Holdings Corporation received an amended Schedule 13G/A showing that American Century Investment Management, Inc., American Century Companies, Inc., and the Stowers Institute for Medical Research together beneficially own 3,971,655 shares of Repay Class A common stock, representing 4.6% of the class as of the 12/31/2025 event date.
The reporting entities indicate sole voting power over 3,843,327 shares and sole dispositive power over 3,971,655 shares, with no shared voting or dispositive power. They certify the shares are held in the ordinary course of business and not for the purpose of influencing control of Repay.
Repay Holdings Corporation announced that co-founder and President Shaler V. Alias will leave the company effective February 27, 2026. On that date, he will also resign from the board of directors and receive severance benefits under his executive employment agreement.
The company described the transition as mutual and amicable. REPAY does not plan to fill the President role at this time. Chief Executive Officer John Morris and the existing executive leadership team will continue to oversee day-to-day operations and strategic initiatives, signaling continuity in management despite the leadership change.