Forager proposes $5.25 cash buyout of Repay

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.

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

M&A and special situations analyst

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.

Is the $5.25 per share RPAY buyout proposal binding?

No, the proposal is described as a non-binding proposal. The filing emphasizes there is no assurance discussions will lead to a definitive agreement or completed transaction, and talks may be terminated at any time without prior notice.

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.

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

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Accepted by SEC EDGAR 06/29/2026 - 08:39 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

Repay Holdings Corp

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

76029L100

(CUSIP Number)

Repay Holdings Corp
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)

06/26/2026

(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: c/o Forager Fund, L.P., 2025 3rd Avenue North, Suite 350, Birmingham, ALABAMA , 35203.
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 June 26, 2026 the Reporting Persons delivered a non-binding proposal (the "Proposal Letter") to the Board of Directors of the Issuer to offer to acquire all of the outstanding shares of the Issuer not already owned by the Reporting Persons at a price of $5.25 per share, payable in cash (the "Proposal"). The foregoing description of the Proposal Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Proposal Letter, which is filed as Exhibit 99.6 hereto and is incorporated by reference into this Item 4. 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 99.6 - Proposal Letter, dated June 26, 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:	06/29/2026

Forager Capital Management, LLC

Signature:	/s/ Robert MacArthur
Name/Title:	Managing Partner
Date:	06/29/2026

Edward Kissel

Signature:	/s/ Edward Kissel
Name/Title:	Edward Kissel
Date:	06/29/2026

Robert MacArthur

Signature:	/s/Robert MacArthur
Name/Title:	Robert MacArthur
Date:	06/29/2026