Repay Holdings holder reports 9.38% stake, board pact

Rhea-AI Filing Summary

Repay Holdings Corporation has an updated Schedule 13D amendment from BT Parent GP, LLC and Beckham Aggregator, L.P., which report beneficial ownership of 8,907,540 shares of Class A common stock, representing 9.38% of the class based on 89,672,978 shares outstanding and 5,285,883 shares issuable upon unit conversions as of April 29, 2026.

Beckham Aggregator, L.P. directly holds the shares, while BT Parent GP, LLC may be deemed a beneficial owner as its general partner, with beneficial ownership otherwise disclaimed. A July 13, 2026 Cooperation Agreement with Repay increases the board from six to seven directors and appoints Zach F. Sadek to the new seat through the 2027 annual meeting, with standstill and confidentiality obligations lasting until 30 days after his board departure or the first day following that meeting. The reporting persons state they have not traded Repay Class A stock in the past 60 days.

Filing Explained

The amendment presents one holding under two percentage conventions: 9.38% economic/voting versus approximately 9.93% under SEC rules.

The July 15, 2026 amendment is a completed ownership disclosure: it reports 8,907,540 shares as 9.38% and says that figure better reflects the reporting persons’ economic and voting interest; for existing common holders, it clarifies the ownership basis rather than changing the reported share count in this filing.

Under the SEC beneficial-ownership rules described in the filing, the reported percentage disregards shares issuable on unit conversion and Class V shares not held by the reporting persons; on that basis, the same reported interest would be approximately 9.93%.

The filing excludes Class A shares that may be received when Zach F. Sadek’s restricted stock units settle; before his retirement, those units are held for the Manager’s benefit, and he is obligated to transfer any resulting shares to the Manager.

Key Figures

Beneficially owned shares: 8,907,540 shares Ownership percentage: 9.38 % Shares outstanding: 89,672,978 shares +4 more

7 metrics

Beneficially owned shares 8,907,540 shares Class A common stock reported as beneficially owned by Beckham Aggregator, L.P.

Ownership percentage 9.38 % Percent of Repay Class A common stock represented by 8,907,540 shares

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

Shares issuable upon conversion 5,285,883 shares Class A common stock issuable upon conversion of units and cancellation of Class V common stock

SEC beneficial ownership percentage 9.93 % Approximate beneficial ownership under SEC rules disregarding others’ convertible securities

Board size after agreement 7 directors Board increased from six (6) to seven (7) members on July 13, 2026

Standstill period 30 calendar days Standstill ends 30 days after Sadek leaves the board or after the 2027 annual meeting, whichever is earlier

Key Terms

beneficial ownership, Cooperation Agreement, standstill restrictions, restricted stock units, +1 more

5 terms

beneficial ownership regulatory

"In accordance with the SEC's rules for calculating "beneficial ownership," which requires the Reporting Persons..."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Cooperation Agreement regulatory

"On July 13, 2026, the Manager entered into a cooperation agreement (the "Cooperation Agreement") with the Issuer..."

A cooperation agreement is a formal contract between two or more organizations that lays out who will do what, how resources and responsibility are shared, how benefits or costs are divided, and how disputes or exits are handled. Like two chefs agreeing on a shared recipe and kitchen duties, it matters to investors because it can create new revenue paths, shift costs or risks, affect who controls key assets or technologies, and change a company’s future growth prospects.

standstill restrictions regulatory

"The Cooperation Agreement also contains certain customary standstill restrictions and confidentiality obligations..."

Standstill restrictions are agreements or legal limits that pause or limit certain actions by creditors, shareholders, or counterparties—such as demanding repayment, selling large blocks of shares, or launching takeover moves—for a set period. Like pressing a temporary pause button in a dispute or negotiation, they matter to investors because they affect liquidity, the timing of potential exits, and the balance of control and risk while parties work toward a resolution.

restricted stock units financial

"do not include shares of Class A Common Stock to be received in settlement of restricted stock units upon Zach F. Sadek's retirement..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Class V common stock financial

"and cancellation of shares of Class V common stock) each as of April 29, 2026..."

FAQ

What percentage of Repay Holdings (RPAY) does Beckham Aggregator report owning?

Beckham Aggregator, L.P. and BT Parent GP, LLC report beneficial ownership of 9.38% of Repay Holdings’ Class A common stock. This percentage is based on 89,672,978 shares outstanding plus 5,285,883 shares issuable upon unit conversion as of April 29, 2026.

How many Repay Holdings (RPAY) Class A shares are beneficially owned under this Schedule 13D/A?

The reporting persons disclose beneficial ownership of 8,907,540 shares of Repay Holdings’ Class A common stock. Beckham Aggregator, L.P. directly holds these shares, while BT Parent GP, LLC may be deemed to beneficially own them as its general partner, subject to stated disclaimers.

What board changes at Repay Holdings (RPAY) are linked to the Cooperation Agreement?

Under the July 13, 2026 Cooperation Agreement, Repay’s board increased from six (6) to seven (7) members and Zach F. Sadek was appointed to the new seat. His initial term runs until the company’s 2027 annual meeting of stockholders.

How is the 9.38% ownership figure for Repay Holdings (RPAY) calculated?

The 9.38% figure uses a base of 89,672,978 Class A shares outstanding plus 5,285,883 Class A shares issuable upon conversion of units and cancellation of Class V common stock, each as of April 29, 2026, reflecting economic and voting interests.

What alternative beneficial ownership percentage do the RPAY reporting persons cite under SEC rules?

Applying SEC “beneficial ownership” rules that disregard certain convertible securities held by others, the reporting persons state they would be deemed to beneficially own approximately 9.93% of Repay’s outstanding Class A common stock, versus the 9.38% figure reflecting broader economic equivalence.

What standstill period applies in the Repay Holdings (RPAY) Cooperation Agreement?

The Cooperation Agreement’s standstill and confidentiality obligations last until the earlier of thirty (30) calendar days after Zach F. Sadek’s departure from the board or the first day following conclusion of the 2027 annual meeting of stockholders, subject to specified exceptions.

Have the reporting persons traded Repay Holdings (RPAY) stock recently?

The reporting persons state they have not effected any transactions in Repay Holdings’ Class A common stock during the past 60 days. Their reported position reflects holdings rather than recent buying or selling activity over that period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/15/2026 - 05:00 PM Accepted by SEC EDGAR 07/15/2026 - 05:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Repay Holdings Corporation

(Name of Issuer)

Class A Common Stock, par value $0.0001

(Title of Class of Securities)

76029L100

(CUSIP Number)

c/o Parthenon Capital Partners
Paul Marnoto, Chief Compliance Officer, 399 Boylston Street, 13th Floor
Boston, MA, 02116
617-960-4000

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

07/13/2026

(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

BT Parent GP, 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 8,907,540.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,907,540.00

11

Aggregate amount beneficially owned by each reporting person

8,907,540.00

12

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

13

Percent of class represented by amount in Row (11)

9.38 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The reported percentage of shares of Class A Common Stock is based upon 89,672,978 shares of Class A Common Stock outstanding and 5,285,883 shares of Class A Common Stock issuable upon conversion of an equivalent number of units in a subsidiary of the Issuer (and cancellation of shares of Class V common stock) each as of April 29, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed by the Issuer with the SEC on May 4, 2026.

SCHEDULE 13D

CUSIP Number(s): 76029L100

1

Name of reporting person

Beckham Aggregator, 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)

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 8,907,540.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,907,540.00

11

Aggregate amount beneficially owned by each reporting person

8,907,540.00

12

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

13

Percent of class represented by amount in Row (11)

9.38 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The reported percentage of shares of Class A Common Stock is based upon 89,672,978 shares of Class A Common Stock outstanding and 5,285,883 shares of Class A Common Stock issuable upon conversion of an equivalent number of units in a subsidiary of the Issuer (and cancellation of shares of Class V common stock) each as of April 29, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed by the Issuer with the SEC on May 4, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001
(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 1 Comment: This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on February 20, 2024 (the "Original Schedule 13D" and, together with this Amendment No. 1, the "Schedule 13D"). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a)-(b) of the Schedule 13D are each hereby amended and restated in their entirety as follows and as set forth in subsection 5(b): The responses of the Reporting Persons set forth in rows (11) and (13) of the cover pages of this Amendment No. 1 are incorporated by reference into this Item 5(a). Beckham Aggregator, L.P. directly holds the securities reported herein and, in its capacity as the general partner of Beckham Aggregator, L.P., BT Parent GP, LLC may be deemed to beneficially own the reported securities. The reported number and percentage do not include shares of Class A Common Stock to be received in settlement of restricted stock units upon Zach F. Sadek's retirement from service on the Board of Directors of the Issuer (the "Board). Prior to his retirement, any such restricted stock units will be held by Mr. Sadek for the benefit of PCP Managers II, L.P. (the "Manager"), an affiliate of the Reporting Persons. Pursuant to an agreement between Mr. Sadek and the Manager, Mr. Sadek is obligated to transfer to the Manager any shares received upon settlement of such restricted stock units. The reported percentage of shares of Class A Common Stock is based upon 89,672,978 shares of Class A Common Stock outstanding and 5,285,883 shares of Class A Common Stock issuable upon conversion of an equivalent number of units in a subsidiary of the Issuer (and cancellation of shares of Class V common stock) each as of April 29, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed by the Issuer with the SEC on May 4, 2026. In accordance with the SEC's rules for calculating "beneficial ownership," which requires the Reporting Persons to disregard shares of Class A Common Stock issuable upon the conversion of units and shares of Class V common stock not held by the Reporting Persons, the Reporting Persons would be deemed to beneficially own approximately 9.93% of the outstanding Class A Common Stock. Notwithstanding the foregoing, because a unit (and a corresponding portion of a share of Class V common stock) are economically equivalent to a share of Class A Common Stock and further, the Class V common stock votes together with the Class A Common Stock, the reported 9.38% better reflects the Reporting Person's actual economic and voting interest in the Issuer. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the shares of Class A Common Stock reported herein for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person, other than Beckham Aggregator, L.P. with respect to securities reported as directly held by Beckham Aggregator, L.P.
(b)	The responses of the Reporting Persons set forth in rows (7) through (10) of the cover pages of this Amendment No. 1 and the information set forth in Item 5(a) hereof are incorporated by reference into this Item 5(b).
(c)	The Reporting Persons have not effected any transactions in the Class A Common Stock during the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented to add the following: On July 13, 2026, the Manager entered into a cooperation agreement (the "Cooperation Agreement") with the Issuer, pursuant to which the Board (i) increased the size of the Board from six (6) to seven (7) members and (ii) appointed Mr. Sadek to the Board to fill the newly created vacancy resulting from the increase in the size of the Board, effective July 13, 2026, with an initial term expiring at the Issuer's 2027 annual meeting of stockholders (the "2027 Annual Meeting"). The Issuer further agreed to nominate Mr. Sadek as a candidate for election to the Board at the 2027 Annual Meeting, provided that such obligation will terminate automatically upon Mr. Sadek's departure from the Board. The Cooperation Agreement also contains certain customary standstill restrictions and confidentiality obligations, which will remain in effect until the earlier of (i) thirty (30) calendar days after the date of Mr. Sadek's departure from the Board and (ii) the first day following the conclusion of the 2027 Annual Meeting, subject to certain exceptions. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is included as Exhibit 99.C and is incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.C: Cooperation Agreement, dated July 13, 2026 (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 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.

BT Parent GP, LLC

Signature:	/s/ Paul Marnoto
Name/Title:	Paul Marnoto, Attorney-in-Fact
Date:	07/15/2026

Beckham Aggregator, L.P.

Signature:	/s/ Paul Marnoto
Name/Title:	BT Parent GP, LLC, General Partner
Date:	07/15/2026

Signature:	/s/ Paul Marnoto
Name/Title:	Paul Marnoto, Attorney-in-Fact
Date:	07/15/2026