$5.25 offer: Repay (NASDAQ: RPAY) holder proposes cash buyout of remaining shares
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13D/A
Rhea-AI Filing Summary
Forager Fund and affiliated investors, who beneficially own 11,106,648 shares, have submitted a non-binding cash proposal to acquire all remaining Repay Holdings Corp Class A shares at $5.25 per share. The group currently represents 12.4% of the company’s common stock.
The ownership percentage is based on 89,672,978 shares outstanding as of April 29, 2026, as reported in Repay’s Form 10-Q for the quarter ended March 31, 2026. The filing stresses that the proposal is subject to Board approval and numerous conditions, and there is no assurance a definitive agreement or closing will occur.
Positive
- Non-binding $5.25 cash proposal for remaining shares signals potential change-of-control transaction that, if accepted and completed, would provide liquidity at a defined per-share price for Repay stockholders.
Negative
- None.
Insights
Large holder proposes a conditional $5.25-per-share cash buyout of Repay.
The filing shows Forager Fund, L.P. and related entities holding 11,106,648 Repay shares, or 12.4% of the Class A common stock. They have sent a non-binding proposal to acquire the remaining shares for $5.25 per share in cash.
This indicates interest in a potential change-of-control transaction but explicitly depends on negotiations, approval by Repay’s Board, and other contingencies set out in any definitive agreement. The filing notes that discussions may be terminated at any time, so actual outcomes remain uncertain based solely on this disclosure.
Key Figures
Proposed acquisition price: $5.25 per share
Beneficial ownership: 11,106,648 shares
Ownership percentage: 12.4% of class
+2 more
5 metrics
Proposed acquisition price
$5.25 per share
Non-binding cash proposal for all remaining Repay shares
Beneficial ownership
11,106,648 shares
Shares beneficially owned by reporting persons
Ownership percentage
12.4% of class
Based on 89,672,978 shares outstanding as of April 29, 2026
Shares outstanding
89,672,978 shares
Common stock outstanding as of April 29, 2026 per Form 10-Q
Event date
June 26, 2026
Date of event triggering Schedule 13D/A amendment
Key Terms
Schedule 13D, beneficially owned, sole voting power, dispositive power, +2 more
6 terms
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.
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.
dispositive power financial
"9 | Sole Dispositive Power 11,106,548.00 10 | Shared Dispositive Power 0.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
non-binding proposal financial
"the Reporting Persons delivered a non-binding proposal (the "Proposal Letter") to the Board of Directors"
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.
definitive agreement regulatory
"entry into a definitive agreement concerning a transaction and the consummation of any such transaction will be subject to a number of contingencies"
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.
FAQ
What did Forager propose in this Schedule 13D/A filing for RPAY?
Forager and its affiliates proposed a non-binding cash acquisition of all Repay shares they do not already own at $5.25 per share. The offer is only a proposal and remains subject to Board approval and negotiation of a definitive agreement.
How much of Repay Holdings Corp (RPAY) does Forager currently own?
The filing states Forager and related reporting persons beneficially own 11,106,648 shares of Repay Class A common stock. This represents 12.4% of the company’s outstanding shares, based on 89,672,978 shares outstanding as of April 29, 2026.
What conditions must be met for the RPAY proposal to proceed?
Any transaction would require approval by Repay’s Board of Directors and satisfaction of conditions included in a definitive agreement. The filing notes various contingencies beyond the reporting persons’ control, so completion is uncertain at this stage.
How was Forager’s 12.4% ownership in RPAY calculated?
The 12.4% figure is based on 89,672,978 shares of Repay common stock outstanding as of April 29, 2026. That share count comes from Repay’s Form 10-Q for the quarter ended March 31, 2026, which the filing cites as the reference.
Who are the reporting persons in this RPAY Schedule 13D/A amendment?
The reporting persons include Forager Fund, L.P., Forager Capital Management, LLC, and individuals Edward Kissel and Robert MacArthur. The filing details their beneficial ownership and voting and dispositive power over Repay shares.