Repay Holdings (RPAY) faces 8% activist stake and withhold-vote push

Rhea-AI Filing Summary

Repay Holdings Corporation faces renewed activist pressure from Veradace and its principals. The investor group reports beneficial ownership of 7,301,290 shares of Class A common stock, or about 8.1% of the company, with Alexander Vezendan deemed to beneficially own 7,370,790 shares, or about 8.2%, including personal holdings and shares held by the fund.

The group has withdrawn its prior nominations of Alexander Vezendan and Mr. Jacobs to Repay’s board, but now plans to withhold votes for all incumbent directors at the 2026 annual meeting. In a press release and open letter, they state that they believe urgent governance changes are needed, citing the board’s handling of a recent acquisition proposal from Forager Capital, the decision to acquire KUBRA, and compensation practices they view as overly dilutive and rewarding underperformance.

Insights

Activist investing analyst

Activist with ~8% stake escalates governance campaign at Repay.

Veradace and related reporting persons disclose beneficial ownership of roughly 8.1%-8.2% of Repay Holdings, based on 89,672,978 shares outstanding as of April 29, 2026. This indicates a sizable, but not controlling, position typical of engaged activists.

The group has withdrawn its own board nominations yet now states an intention to withhold votes for all incumbent directors at the 2026 annual meeting. Their open letter and press release criticize the handling of a Forager Capital acquisition proposal, the KUBRA acquisition, and compensation practices, framing these as governance concerns rather than operational details.

The filing signals an escalation in a shareholder campaign that could influence director elections, but it does not by itself change Repay’s financials or capital structure. Subsequent company disclosures and meeting outcomes will clarify how the board and other shareholders respond to these stated concerns.

Key Figures

Fund beneficial ownership: 7,301,290 shares Vezendan beneficial ownership: 7,370,790 shares Shares outstanding: 89,672,978 shares +5 more

8 metrics

Fund beneficial ownership 7,301,290 shares Shares beneficially owned by the fund, approx. 8.1% of class

Vezendan beneficial ownership 7,370,790 shares Shares deemed owned by Alexander Vezendan, approx. 8.2% of class

Shares outstanding 89,672,978 shares Common stock outstanding as of April 29, 2026

Fund purchase cost $31,099,007 Aggregate purchase price of 7,301,290 shares held by the fund

Vezendan personal purchase cost $246,500 Aggregate purchase price of 69,500 shares held personally

Options underlying shares 110,400 shares Shares underlying call options held by the fund

Ownership percentage (fund) 8.1% Percent of class represented by 7,301,290 shares

Ownership percentage (Vezendan) 8.2% Percent of class represented by 7,370,790 shares

Key Terms

beneficially own, Schedule 13D, call options, margin accounts, +2 more

6 terms

beneficially own financial

"may be deemed to beneficially own the 7,301,290 Shares directly beneficially owned by the Fund"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

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.

call options financial

"including 7,190,890 Shares held directly and 110,400 Shares underlying call options held by the Fund"

A call option is a contract that gives its buyer the right, but not the obligation, to buy a specific number of shares at a predetermined price within a set time. Think of it like a refundable reservation to purchase a stock later at today’s agreed price: investors use calls to profit from expected price rises with smaller upfront cost than buying the stock outright, or to hedge and manage exposure, while the most they can lose is the amount paid for the contract.

margin accounts financial

"Positions in Issuer securities may be held in margin accounts and may be pledged as collateral"

A margin account is a brokerage account that lets an investor borrow money from the broker to buy more securities than they could with cash alone, using the securities in the account as security for the loan. Think of it like a mortgage for stock purchases: borrowing increases potential gains but also magnifies losses, can trigger a forced sale if the account falls below required limits, and carries interest costs—factors investors must manage carefully.

annual meeting of stockholders financial

"at the Issuer's 2026 annual meeting of stockholders, based on the Reporting Persons' belief"

pecuniary interest financial

"Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein"

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Repay Holdings Corporation

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

76029L100

(CUSIP Number)

Alex Vezendan
3889 Maple Avenue, Suite 220,
Dallas, TX, 75219
913-908-4943

Andrew Freedman, Esq.
Olshan Frome Wolosky LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

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

06/02/2026

(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

Veradace 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)

AF

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 0.00
8	Shared Voting Power 7,301,290.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,301,290.00

11

Aggregate amount beneficially owned by each reporting person

7,301,290.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP Number(s): 76029L100

1

Name of reporting person

Veradace Partners LP

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,301,290.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,301,290.00

11

Aggregate amount beneficially owned by each reporting person

7,301,290.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 76029L100

1

Name of reporting person

Alexander Vezendan

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 69,500.00
8	Shared Voting Power 7,301,290.00
9	Sole Dispositive Power 69,500.00
10	Shared Dispositive Power 7,301,290.00

11

Aggregate amount beneficially owned by each reporting person

7,370,790.00

12

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

13

Percent of class represented by amount in Row (11)

8.2 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP Number(s): 76029L100

1

Name of reporting person

John Conlin

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 7,301,290.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,301,290.00

11

Aggregate amount beneficially owned by each reporting person

7,301,290.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

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 Corporation
(c)	Address of Issuer's Principal Executive Offices: 3060 PEACHTREE ROAD NW, SUITE 1100, ATLANTA, GEORGIA , 30305.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated as follows: As of the date hereof, the Fund held voting and dispositive power over 7,301,290 shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), including options to acquire 110,400 Shares, representing a combined total of 8.1% of the outstanding Shares. The aggregate purchase price of the 7,301,290 Shares directly beneficially owned by the Fund is $31,099,007, excluding brokerage commissions. The aggregate purchase price of the 69,500 Shares directly beneficially owned by Mr. Vezendan is $246,500, excluding brokerage commissions. No borrowed funds were used to purchase the Shares, other than under margin accounts with a brokerage firm in the ordinary course of business. Positions in Issuer securities may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Such margin accounts may from time to time have debit balances. In addition, since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the Shares. The funds for the purchase of the Shares directly beneficially owned by the Fund came from the working capital of the Fund and the funds for the purchase of the Shares directly beneficially owned by Mr. Vezendan came from Mr. Vezendan's personal savings.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented by the addition of the following: On June 2, 2026, the Reporting Persons delivered a notice to the Issuer withdrawing the nomination by the Reporting Persons of Mr. Vezendan and Mr. Jacobs for election to the board of directors of the Issuer (the "Board"). On June 4, 2026, the Reporting Persons issued a press release regarding an open letter (the "Press Release") from certain of the Reporting Persons to the shareholders of the Issuer regarding the withdrawal of such nominations and stating the intention of the Reporting Persons to withhold votes for all members of the Board at the Issuer's 2026 annual meeting of stockholders, based on the Reporting Persons' belief that urgent changes to the governance of the Issuer are needed to prevent the destruction of shareholder value and that withholding votes for the incumbent directors is the best way for the Reporting Persons to deliver this message and express their dissatisfaction with the Board's failure to engage with Forager Capital's recent acquisition proposal, its decision to proceed with the acquisition of KUBRA, and its compensation practices, which the Reporting Persons believe significantly dilute shareholders and reward underperformance by management. A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is amended and restated as follows: The aggregate percentage of Shares reported beneficially owned by the Reporting Persons 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 10-Q for the fiscal quarter ended March 31, 2026, filed with the Securities and Exchange Commission on May 4, 2026. As of the date hereof, Veradace, as investment manager of the Fund, may be deemed to beneficially own the 7,301,290 Shares directly beneficially owned by the Fund, constituting approximately 8.1% of the outstanding Shares. As of the date hereof, the Fund directly beneficially owned 7,301,290 Shares, including 7,190,890 Shares held directly and 110,400 Shares underlying call options held by the Fund, constituting approximately 8.1% of the outstanding Shares. As of the date hereof, Mr. Vezendan may be deemed to beneficially own 7,370,790 Shares, constituting approximately 8.2% of the outstanding Shares and consisting of (i) the 7,301,290 Shares directly beneficially owned by the Fund, as principal of each of Veradace and the Fund and (ii) 69,500 Shares directly beneficially owned by Mr. Vezendan. As of the date hereof, as principal and Chief Compliance Officer of Veradace, Mr. Conlin may be deemed to beneficially own the 7,301,290 Shares directly beneficially owned by the Fund, constituting approximately 8.1% of the outstanding Shares. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
(c)	The transactions in the Shares by the Reporting Persons since the most recent filing of Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference. Each of these transactions was executed through the open market.
Item 7.	Material to be Filed as Exhibits.
	1 - Transactions in Shares 99.1 - Press Release, dated June 4, 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.

Veradace Capital Management LLC

Signature:	/s/ Alexander Vezedan
Name/Title:	Principal
Date:	06/04/2026

Veradace Partners LP

Signature:	/s/ Alexander Vezedan
Name/Title:	Principal
Date:	06/04/2026

Alexander Vezendan

Signature:	/s/ Alexander Vezedan
Name/Title:	Alexander Vezedan
Date:	06/04/2026

John Conlin

Signature:	/s/ John Conlin
Name/Title:	John Conlin
Date:	06/04/2026

FAQ

What stake in Repay Holdings (RPAY) does Veradace report in this Schedule 13D/A?

The Veradace group reports beneficial ownership of about 7,301,290 shares of Repay Holdings Class A common stock, representing approximately 8.1% of outstanding shares based on 89,672,978 shares outstanding as of April 29, 2026.

How many Repay Holdings (RPAY) shares is Alexander Vezendan deemed to beneficially own?

Alexander Vezendan is deemed to beneficially own 7,370,790 shares of Repay Holdings, or about 8.2% of the class. This includes 7,301,290 shares held by the fund and 69,500 shares directly owned by him.

What governance actions are the Veradace group taking at Repay Holdings (RPAY)?

The reporting persons withdrew their nominations of Alexander Vezendan and Mr. Jacobs for Repay’s board. They now state they intend to withhold votes for all incumbent directors at the 2026 annual meeting to signal dissatisfaction with the board’s governance decisions.

Why is the Veradace group dissatisfied with the Repay Holdings (RPAY) board?

In their press release and open letter, the reporting persons say they believe urgent governance changes are needed, citing the board’s handling of Forager Capital’s acquisition proposal, the decision to acquire KUBRA, and compensation practices they view as dilutive and rewarding underperformance.

How were the Repay Holdings (RPAY) shares acquired by the Veradace fund and Alexander Vezendan financed?

The fund’s Repay shares, costing about $31,099,007 in aggregate, were purchased using its working capital. Alexander Vezendan’s 69,500 shares, costing about $246,500, were acquired using his personal savings, with positions possibly held in ordinary-course margin accounts.

What portion of the Repay Holdings (RPAY) stake is held through options?

The reporting persons state the fund holds 110,400 shares underlying call options, included within its total of 7,301,290 shares beneficially owned. These option-based shares contribute to the reported approximately 8.1% beneficial ownership percentage.