Forager Fund (RPAY) takes 12.4% Repay stake and plans to withhold board votes

Rhea-AI Filing Summary

Forager Fund and related parties report a 12.4% stake in Repay Holdings Corp and escalate their activist stance. The group reports beneficial ownership of 11,106,648 shares of Class A common stock, based on 89,672,978 shares outstanding as of April 29, 2026. On June 3, 2026, they issued a press release stating they intend to withhold their votes from all directors standing for election at the June 10, 2026 Annual Meeting. The press release, filed as an exhibit, cites concerns about board engagement and governance. The group also states it continues to believe a transaction involving Repay may be in stockholders’ best interests and remains open to discussions, while emphasizing there is no assurance any transaction will be agreed or completed.

Insights

Activist investing analyst

Activist holder with 12.4% stake increases pressure on Repay’s board.

The filing shows Forager Fund, L.P. and affiliates beneficially own 11,106,648 Repay shares, or 12.4% of the Class A common stock, a sizable position that can influence governance outcomes at the June 10, 2026 Annual Meeting.

On June 3, 2026, the group announced it will withhold votes from all director nominees and criticized certain directors’ engagement, signaling dissatisfaction with current oversight. They also state a belief that a transaction involving Repay may be in stockholders’ best interests and remain open to discussions.

The filing stops short of detailing a specific transaction proposal and notes there is no assurance any discussions will lead to a definitive agreement or closing. Future company and investor communications around the Annual Meeting and any subsequent proposals will clarify how this activist pressure shapes Repay’s strategic direction.

Key Figures

Beneficial ownership: 11,106,648 shares Ownership percentage: 12.4% Shares outstanding baseline: 89,672,978 shares +3 more

6 metrics

Beneficial ownership 11,106,648 shares Repay Class A common stock beneficially owned by reporting persons

Ownership percentage 12.4% Percent of Repay Class A common stock represented by reported holdings

Shares outstanding baseline 89,672,978 shares Repay Class A shares outstanding as of April 29, 2026

Event date June 3, 2026 Date of event requiring this Schedule 13D/A amendment

Annual Meeting date June 10, 2026 Date of Repay’s Annual Meeting where votes will be withheld

Sole voting power (Forager Fund, L.P.) 11,106,548 shares Sole voting and dispositive power reported for Forager Fund, L.P.

Key Terms

beneficially owned, Sole Voting Power, Sole Dispositive Power, Schedule 13D, +2 more

6 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 11,106,648.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 11,106,548.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power financial

"9 | Sole Dispositive Power 11,106,548.00 10 | Shared Dispositive Power 0.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Annual Meeting financial

"at the Issuer's upcoming Annual Meeting to be held on June 10, 2026"

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

definitive agreement regulatory

"There can be no assurance that any discussions ... will result in the entry into a definitive agreement concerning a transaction"

A definitive agreement is a formal, legally binding document that outlines the final terms and conditions of a deal or transaction, such as a sale or partnership. It acts like a detailed contract that confirms all parties have agreed on the key details, making the deal official. For investors, it signals that the agreement is settled and moving toward completion, providing clarity and security about the transaction.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Repay Holdings Corp

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

76029L100

(CUSIP Number)

Robert MacArthur
c/o Forager Fund, L.P., 2025 3rd Avenue North, Suite 350
Birmingham, AL, 35203
(205) 383-4763

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/03/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 76029L100

1

Name of reporting person

Forager Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,106,548.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 11,106,548.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

11,106,548.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 76029L100

1

Name of reporting person

Forager Capital Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,106,648.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 11,106,648.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

11,106,648.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.4 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s): 76029L100

1

Name of reporting person

Edward Kissel

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,106,648.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,106,648.00

11

Aggregate amount beneficially owned by each reporting person

11,106,648.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.4 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP Number(s): 76029L100

1

Name of reporting person

Robert MacArthur

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,106,648.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,106,648.00

11

Aggregate amount beneficially owned by each reporting person

11,106,648.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.4 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Repay Holdings Corp
(c)	Address of Issuer's Principal Executive Offices: 3060 PEACHTREE ROAD NW, SUITE 1100, ATLANTA, GEORGIA , 30305.
Item 1 Comment: The aggregate percentage of shares owned by each person named herein is based on 89,672,978 shares of Common Stock outstanding as of April 29, 2026, as reported in the Issuer's Quarterly Report on Form 10Q for the fiscal quarter ended March 31, 2026, filed with the Securities and Exchange Commission on May 4, 2026.
Item 2.	Identity and Background
Item 3.	Source and Amount of Funds or Other Consideration
Item 4.	Purpose of Transaction
	On June 3, 2026, the Reporting Person issued a press release announcing its intention to withhold its vote from all of the directors standing for election at the Issuer's upcoming Annual Meeting to be held on June 10, 2026. In the press release the Reporting Person notes the reasons for withholding its votes, including that "Paul Garcia, Maryann Goebel, Pete Kight, Emnet Rios and Richard Thornburgh refused substantive engagement and repeatedly chose governance paths that left stockholders with no meaningful voice and the Board with more control." The Reporting Person continues to believe that a transaction involving the Issuer may be in the best interests of stockholders and remains willing to engage in discussions regarding a potential transaction. The foregoing description of the press release does not purport to be complete and is qualified in its entirety by reference to the full text of the press release, a copy of which is filed as Exhibit 99.5 hereto and incorporated herein by reference. There can be no assurance that any discussions that may occur between the Reporting Persons and the Issuer with respect to the proposal will result in the entry into a definitive agreement concerning a transaction or, if such a definitive agreement is reached, will result in the consummation of a transaction provided for in such definitive agreement. Discussions concerning a transaction may be terminated at any time and without prior notice. Entry into a definitive agreement concerning a transaction and the consummation of any such transaction will be subject to a number of contingencies that are beyond the control of the Reporting Persons, including the approval of the Board of Directors of the Issuer, and the satisfaction of any conditions to the consummation of a transaction set forth in any such definitive agreement.
Item 5.	Interest in Securities of the Issuer
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented to incorporate the following: The following document is filed as an exhibit: Exhibit 99.5 - Press Release, dated June 3, 2026

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Forager Fund, L.P.

Signature:	/s/ Robert MacArthur
Name/Title:	Managing Partner
Date:	06/03/2026

Forager Capital Management, LLC

Signature:	/s/ Robert MacArthur
Name/Title:	Managing Partner
Date:	06/03/2026

Edward Kissel

Signature:	/s/ Edward Kissel
Name/Title:	Edward Kissel
Date:	06/03/2026

Robert MacArthur

Signature:	/s/ Robert MacArthur
Name/Title:	Robert MacArthur
Date:	06/03/2026

FAQ

How much of Repay Holdings Corp (RPAY) does Forager Fund beneficially own?

Forager Fund and related reporting persons beneficially own 11,106,648 shares of Repay’s Class A common stock, representing 12.4% of the outstanding shares. This percentage is based on 89,672,978 shares outstanding as of April 29, 2026, from Repay’s latest Form 10-Q.

What activist action is Forager taking at Repay Holdings’ 2026 Annual Meeting?

Forager announced it intends to withhold its vote from all directors standing for election at Repay’s Annual Meeting on June 10, 2026. This decision, disclosed in a June 3, 2026 press release, reflects dissatisfaction with board engagement and governance choices cited by the reporting persons.

Why is Forager withholding votes on Repay Holdings (RPAY) directors?

The reporting persons state in their press release that certain directors “refused substantive engagement” and chose governance paths that limited stockholder voice. They specifically name several directors and express concern that these choices left stockholders with limited influence while increasing board control over key decisions.

Does Forager support a potential transaction involving Repay Holdings Corp?

Yes. The filing states the reporting persons continue to believe a transaction involving Repay may be in stockholders’ best interests. They remain willing to engage in discussions about a potential deal, while emphasizing there is no assurance any agreement will be reached or consummated.

On what share count is Forager’s 12.4% Repay stake calculated?

The reported 12.4% ownership is calculated using 89,672,978 shares of Repay Class A common stock outstanding as of April 29, 2026. This outstanding share figure comes from Repay’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed May 4, 2026.

Who are the reporting persons in this Repay Holdings Schedule 13D/A?

The reporting persons include Forager Fund, L.P., Forager Capital Management, LLC, Edward Kissel, and Robert MacArthur. They collectively report beneficial ownership of 11,106,648 Repay Class A shares and outline their governance stance and transaction views in this amended Schedule 13D filing.