Repay Holdings (NASDAQ: RPAY) removes 9,166,652 convertible-linked shares from registration

Rhea-AI Filing Summary

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.

As filed with the Securities and Exchange Commission on March 6, 2026

Registration No. 333-285509

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT NO. 333-285509

UNDER

THE SECURITIES ACT OF 1933

REPAY HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware		98-1496050
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

3060 Peachtree Road NW,

Suite 1100

Atlanta, GA 30305

(404) 504-7472

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Tyler B. Dempsey, Esq.

General Counsel

3060 Peachtree Road NW,

Suite 1100

Atlanta, GA 30305

(404) 504-7472

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

David W. Ghegan, Esq.

Heather M. Ducat, Esq.

Troutman Pepper Locke LLP

600 Peachtree Street, NE

Suite 3000

Atlanta, Georgia 30308

(404) 885-3000

Approximate date of commencement of proposed sale to the public: Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the Registration Statement on Form S-3 (File No. 333-285509) (the “Registration Statement”) previously filed by Repay Holdings Corporation (the “Registrant”) with the Securities and Exchange Commission on March 3, 2025 registering up to an aggregate of 9,166,652 shares of Class A common stock issuable upon conversion of the Registrant’s 0.00% Convertible Senior Notes due 2026 (the “Securities”) and is being filed by the Registrant to deregister any and all Securities that remain unsold as of the date hereof.

The Registrant has terminated all offerings of the Securities pursuant to the Registration Statement. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration by means of a post-effective amendment any securities registered under the Registration Statement which remain unsold at the termination of the offering, the Company hereby removes from registration any Securities registered under the Registration Statement which remained unsold as of the date hereof. After giving effect to this Post-Effective Amendment, there will be no remaining Securities registered by the Registrant pursuant to the Registration Statement.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on March 6, 2026.

REPAY HOLDINGS CORPORATION
By:		/s/ Tyler B. Dempsey
		Name: Tyler B. Dempsey Title: General Counsel

No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.

FAQ

What did Repay (RPAY) deregister in this post-effective amendment?

Repay deregistered 9,166,652 shares of Class A common stock that were registrable upon conversion of its 0.00% Convertible Senior Notes due 2026. The company states the offering under Registration No. 333-285509 has been terminated and no securities remain registered.

Does Repay (RPAY) still have shares registered under Registration No. 333-285509?

No. The post-effective amendment states that after this filing there will be no remaining securities registered under Registration No. 333-285509. The company removed from registration any securities that remained unsold at the termination of the offering.

What triggered the deregistration by Repay (RPAY)?

The deregistration was triggered by the termination of the offering of the convertible-note-related shares registered under the Form S-3. Pursuant to an undertaking in the registration statement, Repay removed any unsold securities by means of this post-effective amendment.

Were proceeds or secondary sales described in the Repay (RPAY) amendment?

The amendment does not describe proceeds or sales recipients. It states the offering was terminated and the registrant removed unsold securities; it does not assign or describe cash flows or buyer identities in the provided excerpt.

How does this amendment affect the registration statement for Repay (RPAY)?

The amendment is a post-effective amendment that deregs the unsold securities under the specific Form S-3 registration statement. It leaves the registration statement with no securities remaining registered under File No. 333-285509.