Private Management Group, Inc., a California-based investment adviser, filed an amended Schedule 13G/A reporting a significant passive stake in Repay Holdings Corp common stock as of 12/31/2025. The firm beneficially owns 5,412,492 shares.
This holding represents 6.64% of Repay’s common stock, calculated using 81,570,610 shares outstanding from Repay’s balance sheet. The filing notes that a Form 10-Q coversheet showing 86,062,133 shares outstanding would imply a 6.29% stake.
Private Management Group has sole voting and dispositive power over all reported shares, with no shared power. The shares are held in various separately managed client accounts, which have the right to receive dividends and sale proceeds. The firm certifies the position is held in the ordinary course of business and not for the purpose of changing or influencing control of Repay.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Repay Holdings Corp
(Name of Issuer)
Common Stock
(Title of Class of Securities)
76029L100
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
76029L100
1
Names of Reporting Persons
PRIVATE MANAGEMENT GROUP INC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CALIFORNIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
5,412,492.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
5,412,492.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,412,492.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.6 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Repay Holdings Corp
(b)
Address of issuer's principal executive offices:
3060 PEACHTREE ROAD NW, SUITE 1100, ATLANTA, GEORGIA, 30305.
Item 2.
(a)
Name of person filing:
Private Management Group, Inc.
(b)
Address or principal business office or, if none, residence:
15635 Alton Parkway, Suite 400, Irvine, CA 92618
(c)
Citizenship:
The State of California
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
76029L100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
5,412,492
(b)
Percent of class:
6.64% Calculated utilizing Repay Holding Corporations' balance sheet reporting 81,570,610 outstanding common stock per quarterly report for the period ending September 30, 2025. Form 10-Q coversheet, for the quarterly period ended September 30, 2025 reflects 86,062,133 shares outstanding (number of outstanding shares also confirmed by Repay's corporate representative), and would result in a 6.29% percent of class.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
5,412,492
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
5,412,492
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Various separately managed accounts for whom the reporting person acts as investment advisor have the right to receive dividends from, and the proceeds of the sale of, the shares reported by the reporting person.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
What does Private Management Group’s Schedule 13G/A for RPAY disclose?
The Schedule 13G/A shows Private Management Group, Inc. holds a passive, non-control stake in Repay Holdings Corp. It reports beneficial ownership of 5,412,492 common shares, with sole voting and dispositive power, held for clients in the ordinary course of business.
How many Repay (RPAY) shares does Private Management Group own?
Private Management Group reports beneficial ownership of 5,412,492 Repay common shares. These shares are held across various separately managed client accounts, where the firm exercises investment discretion, including voting and disposition authority, while clients retain economic rights to dividends and sale proceeds.
What percentage of Repay’s common stock is owned by Private Management Group?
The filing states Private Management Group’s holding equals 6.64% of Repay’s common stock. This percentage is calculated using 81,570,610 shares outstanding from Repay’s balance sheet, as referenced in the filing’s ownership section for percent-of-class calculations.
How does the 10-Q share count affect Private Management Group’s RPAY ownership percentage?
Using Repay’s Form 10-Q coversheet, which reflects 86,062,133 shares outstanding, the filing notes Private Management Group’s stake would represent 6.29% of the class. The document explicitly provides both outstanding share figures and the corresponding ownership percentages.
Does Private Management Group control voting and sale decisions for its RPAY stake?
Yes. The filing reports sole voting power and sole dispositive power over 5,412,492 shares, with no shared power. This means Private Management Group alone directs how these shares are voted and when they are bought or sold, on behalf of its clients.
Is Private Management Group seeking to influence control of Repay Holdings Corp?
No. The certifying language states the securities were acquired and are held in the ordinary course of business, and not for the purpose or effect of changing or influencing control of Repay, consistent with a passive investment reported on Schedule 13G.
Who receives dividends and sale proceeds from the RPAY shares held by Private Management Group?
The filing explains that various separately managed accounts for which Private Management Group acts as investment adviser have the right to receive dividends and sale proceeds. Private Management Group reports beneficial ownership due to its discretionary authority over these client accounts.
