Repay Holdings (NASDAQ: RPAY) investor pushes $4.80-per-share all-cash proposal

Rhea-AI Filing Summary

Forager Fund L.P. and affiliated reporting persons have amended their Schedule 13D on Repay Holdings Corp. They report beneficial ownership of 11,106,648 shares of Class A common stock, representing 12.4% of the company’s outstanding shares based on 89,672,978 shares outstanding as of April 29, 2026. The group recently issued a public letter to stockholders after the board responded to their non-binding proposal to acquire all outstanding shares for $4.80 per share in cash. They state they continue to believe a transaction may be in stockholders’ best interests and remain willing to engage in discussions, while emphasizing there is no assurance any definitive agreement or transaction will be completed.

Insights

Equity activism analyst

Amended 13D highlights a 12.4% stake and a non-binding $4.80 cash proposal.

The filing shows Forager Fund L.P., Forager Capital Management, LLC, and individuals Edward Kissel and Robert MacArthur jointly reporting 11,106,648 Repay shares, or 12.4% of the Class A common stock, based on 89,672,978 shares outstanding as of April 29, 2026.

The group references a public letter to stockholders discussing the issuer board’s response to their non-binding proposal to acquire all outstanding shares at $4.80 per share in cash. They explicitly note that any transaction would require a definitive agreement, board approval, and satisfaction of conditions.

The language stresses uncertainty: discussions may be terminated at any time and there is no assurance of a deal. From an investor perspective this amendment mainly updates ownership and reiterates proposal terms, without confirming progress toward a completed transaction.

Key Figures

Beneficial ownership: 11,106,648 shares Ownership percentage: 12.4% Shares outstanding: 89,672,978 shares +2 more

5 metrics

Beneficial ownership 11,106,648 shares Repay Class A common stock reported by each main reporting person

Ownership percentage 12.4% Portion of Repay common stock beneficially owned by reporting persons

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

Offer price $4.80 per share Non-binding cash proposal to acquire all outstanding Repay shares

Event date May 18, 2026 Date of event triggering this Schedule 13D/A amendment

Key Terms

beneficially owned, non-binding proposal, Schedule 13D, sole voting power, +1 more

5 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.

non-binding proposal financial

"response to the Reporting Person's non-binding proposal to acquire all outstanding shares"

A non-binding proposal is an offer or plan presented by one party that outlines terms they would like to pursue but does not create a legally enforceable obligation. Think of it like a detailed handshake or a draft invitation to negotiate: it signals intent and frames possible outcomes, but either side can walk away or change terms without legal penalty. Investors watch these because they can move a stock’s price by suggesting a possible deal, yet they carry higher uncertainty than formal agreements.

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.

sole voting power financial

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

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

"Number of Shares Beneficially Owned by Each Reporting Person With: | 9 | Sole Dispositive Power"

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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 Av North, Suite 350
Birmingham, AL, 35203
(205) 383-4763

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

05/18/2026

(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 May 18, 2026, the Reporting Person issued a public letter to stockholders of the Issuer regarding the Issuer Board of Directors' response to the Reporting Person's non-binding proposal to acquire all outstanding shares of the Issuer for $4.80 per share in cash. 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. A copy of the letter is filed as Exhibit 99.3 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 99.3 - Letter to Stockholders, dated May 18, 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:	05/18/2026

Forager Capital Management, LLC

Signature:	/s/ Robert MacArthur
Name/Title:	Managing Partner
Date:	05/18/2026

Edward Kissel

Signature:	/s/ Edward Kissel
Name/Title:	Edward Kissel
Date:	05/18/2026

Robert MacArthur

Signature:	/s/Robert MacArthur
Name/Title:	Robert MacArthur
Date:	05/18/2026

FAQ

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

The reporting persons disclose beneficial ownership of 11,106,648 Repay Class A common shares, representing 12.4% of the outstanding stock. This percentage is calculated using 89,672,978 shares outstanding as of April 29, 2026, as reported in the company’s Form 10-Q.

What transaction proposal do the reporting persons describe for Repay Holdings Corp (RPAY)?

They reference a non-binding proposal to acquire all outstanding Repay shares for $4.80 per share in cash. The filing notes this is only a proposal and any potential transaction would depend on a definitive agreement, board approval, and various closing conditions.

How many Repay (RPAY) shares are cited as outstanding in this Schedule 13D/A amendment?

The amendment states that 89,672,978 shares of Repay common stock were outstanding as of April 29, 2026. This figure comes from the issuer’s Form 10-Q for the quarter ended March 31, 2026, and is used to calculate the 12.4% ownership stake.

Who are the reporting persons in this Repay Holdings Corp (RPAY) Schedule 13D/A?

The reporting persons are Forager Fund, L.P., Forager Capital Management, LLC, and individuals Edward Kissel and Robert MacArthur. The filing details their beneficial ownership and notes that MacArthur signed as Managing Partner, with addresses and contact information included for regulatory purposes.

Does the Repay (RPAY) Schedule 13D/A amendment guarantee that a sale transaction will occur?

No, the filing explicitly states there can be no assurance that discussions will produce a definitive agreement or that any agreed transaction will be consummated. It adds that discussions may be terminated at any time and that any deal would require board approval and satisfaction of contingencies.