Forager Fund lifts Repay (RPAY) holdings to 10.19M shares, 11.9%

Rhea-AI Filing Summary

Forager Fund and its affiliates report owning a significant stake in Repay Holdings Corp. The group beneficially owns 10,192,937 shares of Repay’s Class A common stock, representing about 11.9% of the 85,880,982 shares outstanding as of March 4, 2026.

The shares were acquired for a total of $34,723,158.43 using working capital from Forager Fund, L.P. and its general partner, Forager Capital Management, LLC, with no borrowed funds. Recent open-market purchases between March 25 and April 2, 2026 were made at prices ranging from about $2.52 to $3.05 per share. The fund and GP hold sole voting and dispositive power, while managing partners Edward Kissel and Robert MacArthur share voting and dispositive power through the GP.

Insights

Equity ownership & activism analyst

Forager discloses an 11.9% open-market stake in Repay.

Forager Fund, L.P. and affiliates now control 10,192,937 Repay Class A shares, or about 11.9% of the company. All purchases used working capital, with total consideration of roughly $34.7M, indicating a sizable, cash-funded position rather than leveraged exposure.

The filing details recent open-market buying between March 25 and April 2, 2026 at prices around $2.54–$3.05 per share. Voting and dispositive control resides at the fund and general partner level, with managing partners Edward Kissel and Robert MacArthur holding shared authority through the GP.

Because this is an ownership disclosure rather than an explicit change-in-control or transaction announcement, its impact depends on any future actions or disclosures by this shareholder group that would clarify their intentions toward Repay’s strategy or governance.

Key Figures

Beneficial ownership: 10,192,937 shares Ownership percentage: 11.9% Total acquisition cost: $34,723,158.43 +4 more

7 metrics

Beneficial ownership 10,192,937 shares Repay Class A common stock beneficially owned by reporting persons

Ownership percentage 11.9% Portion of Repay Class A common based on 85,880,982 shares outstanding

Total acquisition cost $34,723,158.43 Aggregate cost to acquire 10,192,937 Repay shares using working capital

Shares outstanding 85,880,982 shares Repay Class A common outstanding as of March 4, 2026 per Form 10-K

March 25, 2026 purchase 174,779 shares at $2.9165 Open-market buy by the Fund on March 25, 2026

April 2, 2026 purchase 461,609 shares at $2.5251 Open-market buy by the Fund on April 2, 2026

Fund’s direct holding 10,192,837 shares Shares beneficially owned by Forager Fund, L.P. representing about 11.9%

Key Terms

beneficially own, working capital, sole voting power, shared dispositive power, +2 more

6 terms

beneficially own financial

"The Reporting Persons, in the aggregate, beneficially own 10,192,937 shares of Common Stock"

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.

working capital financial

"for $34,723,158.43 using working capital from the Fund and the GP"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 10,192,837.00"

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.

shared dispositive power financial

"8 | Shared Voting Power 10,192,937.00 9 | Sole Dispositive Power 0.00 10 | Shared Dispositive Power 10,192,937.00"

open market financial

"The above-listed transactions were conducted in the ordinary course of business on the open market for cash"

An open market is a system where buying and selling of goods, services, or financial assets happen freely without restrictions or special controls. For investors, it means they can trade assets easily and quickly, which helps determine fair prices based on supply and demand. This environment encourages transparency and competition, making it easier to buy or sell with confidence.

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.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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)

04/01/2026

(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 10,192,837.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,192,837.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,192,837.00

12

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

13

Percent of class represented by amount in Row (11)

11.9 %

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 10,192,937.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,192,937.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,192,937.00

12

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

13

Percent of class represented by amount in Row (11)

11.9 %

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 10,192,937.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,192,937.00

11

Aggregate amount beneficially owned by each reporting person

10,192,937.00

12

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

13

Percent of class represented by amount in Row (11)

11.9 %

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 10,192,937.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,192,937.00

11

Aggregate amount beneficially owned by each reporting person

10,192,937.00

12

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

13

Percent of class represented by amount in Row (11)

11.9 %

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 2.	Identity and Background
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3. Source and Amount of Funds or Other Consideration The Reporting Persons acquired beneficial ownership of an aggregate of 10,192,937 shares of Common Stock for $34,723,158.43 using working capital from the Fund and the GP. No borrowed funds were used to acquire the reported securities. The information set forth in Items 4 and 5 of this Schedule 13D is incorporated by reference herein.
Item 4.	Purpose of Transaction
Item 5.	Interest in Securities of the Issuer
(a)	The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person's cover page to this Schedule 13D, are based on a total of 85,880,982 shares of Common Stock issued and outstanding as of March 4, 2026, as reported in the Issuer's annual report on Form 10-K for the fiscal year ended December 31, 2025. All of the share numbers reported herein are as of April 3, 2026, unless otherwise indicated. Each Reporting Person's cover page to this Schedule 13D is incorporated by reference into this Item 5(a, b). The Reporting Persons, in the aggregate, beneficially own 10,192,937 shares of Common Stock of the Issuer, representing approximately 11.9% of such class of securities. The beneficial ownership of each Reporting Person is as follows: (i) the Fund beneficially owns 10,192,837 shares of Common Stock representing approximately 11.9% of the class; (ii) the GP, as the sole general partner of the Fund, beneficially owns 10,192,937 shares of Common Stock representing approximately 11.9% of the class; (iii) Mr. Kissel, as a managing partner of the GP, beneficially owns 10,192,937 shares of Common Stock representing approximately 11.9% of the class; and (iv) Mr. MacArthur, as a managing partner of the GP, beneficially owns 10,192,937 shares of Common Stock representing approximately 11.9% of the class.
(b)	Each of the Fund and the GP has the sole power to vote and dispose of the shares of Common Stock beneficially owned by such entity (as described above). Each of Mr. Kissel and Mr. MacArthur has the shared power to vote and dispose of the shares of Common Stock beneficially owned by such person (as described above). The filing of this statement shall not be construed as an admission by any Reporting Person that such person is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this statement.
(c)	Except as otherwise described in this Schedule 13D, no Reporting Person, other than the Fund as set forth in the table below, effected any transaction in the Common Stock since March 12, 2026 (the date of the filing of the Schedule 13D): Fund: Date of Purchase Shares Purchased Purchase Price (#) per Share ($) 03/25/26 174,779 $2.9165 03/26/26 287,200 $3.0404 03/27/26 180,858 $3.0477 04/01/26 488,391 $2.5367 04/02/26 461,609 $2.5251 The above-listed transactions were conducted in the ordinary course of business on the open market for cash, and the purchase prices do not reflect brokerage commissions paid. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 7.	Material to be Filed as Exhibits.

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:	04/03/2026

Forager Capital Management, LLC

Signature:	/s/ Robert MacArthur
Name/Title:	Managing Partner
Date:	04/03/2026

Edward Kissel

Signature:	/s/ Edward Kissel
Name/Title:	Edward Kissel
Date:	04/03/2026

Robert MacArthur

Signature:	/s/ Robert MacArthur
Name/Title:	Robert MacArthur
Date:	04/03/2026

FAQ

How large is Forager Fund’s stake in Repay Holdings Corp (RPAY)?

Forager Fund and its affiliates beneficially own 10,192,937 shares of Repay Class A common stock, representing about 11.9% of the company. This percentage is based on 85,880,982 shares outstanding as of March 4, 2026, from Repay’s Form 10-K.

How much did Forager Fund pay for its Repay (RPAY) shares?

The reporting group acquired 10,192,937 Repay shares for a total of $34,723,158.43. The funds came from working capital of Forager Fund, L.P. and its general partner, with no borrowed money used to purchase the reported securities according to the disclosure.

What recent Repay (RPAY) share purchases did Forager Fund disclose?

The filing lists open-market purchases by the fund on March 25, 26, 27, April 1, and April 2, 2026. Trade sizes ranged from 174,779 to 488,391 shares, at prices between $2.5251 and $3.0477 per share, excluding brokerage commissions.

Who controls voting power over Forager’s Repay (RPAY) shares?

Forager Fund, L.P. and Forager Capital Management, LLC have sole power to vote and dispose of the shares they beneficially own. Managing partners Edward Kissel and Robert MacArthur share voting and dispositive power through their roles at the general partner entity.

Did Forager Fund use leverage or borrowed funds to buy Repay (RPAY) stock?

No. The disclosure states the reporting persons acquired their 10,192,937 Repay shares using working capital from the fund and the general partner. It specifically notes that no borrowed funds were used to purchase the reported securities in this position.

What is the significance of the 11.9% Repay (RPAY) ownership disclosed?

The 11.9% stake makes Forager Fund and its affiliates a major shareholder in Repay Holdings Corp. While the filing focuses on ownership and recent buying, it also clarifies control of voting and dispositive power, which may matter for future governance or strategic developments.