Activist Forager group targets Repay (RPAY) with $4.80-per-share cash bid

Rhea-AI Filing Summary

Forager Fund, L.P. and affiliated reporting persons disclose beneficial ownership of 11,106,648 shares of Repay Holdings Corp, representing 12.4% of the Class A common stock. They report a non-binding proposal to acquire all outstanding shares for $4.80 per share in cash.

The filing notes 89,672,978 shares of common stock outstanding as of April 29, 2026, based on the company’s Form 10-Q. On May 27, 2026, the reporting persons issued a public letter to stockholders regarding the board’s response to this proposal and state they remain willing to engage in discussions.

The proposal is expressly non-binding and subject to multiple contingencies, including approval by Repay’s board of directors and negotiation and completion of a definitive agreement, with no assurance that any transaction will be consummated.

Positive

• Significant ownership stake and cash proposal: Reporting persons hold 11,106,648 shares (12.4% of Repay’s Class A common stock) and have put forward a non-binding proposal to acquire all outstanding shares for $4.80 per share in cash, indicating interest in a potential value-realizing transaction.

Negative

• None.

Insights

Event-driven equity analyst

Large holder proposes a contingent $4.80-per-share cash acquisition of Repay.

Forager Fund, L.P. and affiliates report beneficial ownership of 11,106,648 Repay shares, or 12.4% of the Class A common stock, establishing them as a significant shareholder capable of influencing strategic discussions.

They outline a non-binding proposal to acquire all outstanding shares for $4.80 per share in cash. The filing emphasizes that any deal would depend on approval by Repay’s board, negotiation of a definitive agreement, and satisfaction of closing conditions, so outcomes remain uncertain.

The public letter to stockholders dated May 27, 2026 signals continued interest in a transaction, but the filing cautions there is no assurance that discussions will lead to an agreement or completed deal.

Key Figures

Beneficial ownership: 11,106,648 shares Ownership percentage: 12.4% Shares outstanding: 89,672,978 shares +3 more

6 metrics

Beneficial ownership 11,106,648 shares Repay Class A common stock reported by Forager group

Ownership percentage 12.4% Percent of Repay Class A common stock

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

Proposed cash consideration $4.80 per share Non-binding proposal to acquire all outstanding shares

Schedule 13D amendment Amendment No. 5 Update to prior beneficial ownership disclosures

Date of stockholder letter May 27, 2026 Public letter regarding board response to proposal

Key Terms

Schedule 13D, beneficially owned, Sole Voting Power, Sole 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.

Sole Dispositive Power financial

"9 | Sole Dispositive Power 11,106,548.00 10 | Shared Dispositive Power 0.00"

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.

non-binding proposal financial

"response to the Reporting Person's non-binding proposal to acquire all outstanding shares of the Issuer for $4.80 per share in cash."

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

"There can be no assurance that any discussions ... will result in the entry into a definitive agreement concerning a transaction..."

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

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)

05/27/2026

(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 27, 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 99.4 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 99.4 - Letter to Stockholders, dated May 27, 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:	05/27/2026

Forager Capital Management, LLC

Signature:	/s/ Robert MacArthur
Name/Title:	Managing Partner
Date:	05/27/2026

Edward Kissel

Signature:	/s/ Edward Kissel
Name/Title:	Edward Kissel
Date:	05/27/2026

Robert MacArthur

Signature:	/s/ Robert MacArthur
Name/Title:	Robert MacArthur
Date:	05/27/2026

FAQ

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

The filing reports that the Forager group beneficially owns 11,106,648 shares of Repay Class A common stock, representing 12.4% of the outstanding shares. This percentage is based on 89,672,978 shares outstanding as of April 29, 2026.

What transaction does Forager propose for Repay Holdings Corp (RPAY) in this amendment?

The reporting persons describe a non-binding proposal to acquire all outstanding Repay shares for $4.80 per share in cash. They state they believe a transaction may be in stockholders’ best interests and remain willing to discuss a potential deal with Repay’s board.

Is the proposed $4.80 per share Repay (RPAY) transaction binding or agreed?

The proposed transaction is explicitly non-binding. The filing states there is no assurance that discussions will lead to a definitive agreement or that any such agreement, if reached, would result in a completed transaction, which would require multiple contingencies.

What conditions could affect any future Repay (RPAY) deal described in this Schedule 13D/A?

Any potential transaction would be subject to approval by Repay’s board of directors, negotiation of a definitive agreement, and satisfaction of closing conditions. The filing notes that discussions may be terminated at any time and completion of a deal is not assured.

When did Forager send its public letter to Repay (RPAY) stockholders about the proposal?

The reporting persons issued a public letter to stockholders on May 27, 2026. The letter discusses the Repay board’s response to the non-binding $4.80-per-share cash proposal and is attached to the filing as Exhibit 99.4 by reference.

How many Repay (RPAY) shares were outstanding for calculating Forager’s 12.4% ownership?

The ownership percentage is calculated using 89,672,978 shares of Repay common stock outstanding as of April 29, 2026, as reported in Repay’s Form 10-Q for the quarter ended March 31, 2026, filed on May 4, 2026.