Repay Holdings Corporation — A Schedule 13G/A amendment discloses that Forager Fund, L.P., Forager Capital Management, LLC, Edward Kissel and Robert MacArthur (the Reporting Persons) beneficially own 8,600,100 shares of Class A Common Stock, representing 10.0% of the class. The percentage is based on 85,880,982 shares outstanding as of March 4, 2026 per the issuer's Form 10-K filed March 9, 2026. The filing specifies voting and dispositive power allocation across the Fund, General Partner, and the individual reporting persons.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed with clear voting/dispositive splits.
The Schedule 13G/A reports an aggregated 10.0% stake (8,600,100 shares) and details who holds sole versus shared voting and dispositive powers. The filing attributes sole voting/dispositive power to the Fund/General Partner for 8,600,000/8,600,100 shares respectively and shared powers to the named individuals.
Implications depend on the Reporting Persons' intentions; this filing pattern is consistent with an institutional investor reporting under passive-investor rules. Subsequent disclosures would show any change in intent or transaction activity.
Disclosure clarifies beneficial ownership and reference base for percent calculation.
The filing ties the 10.0% figure to March 4, 2026 and the issuer's reported 85,880,982 shares outstanding in the Form 10-K. That linkage ensures the percentage is traceable to a specific outstanding-share count.
Watch for any Form 13D/4 amendments if the holder's intent or voting arrangements change; timing and cash-flow treatment are not disclosed here.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Repay Holdings Corporation
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
03/09/2026
(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 Number(s):
1
Names of Reporting Persons
Forager Capital Management, LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
8,600,100.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,600,100.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,600,100.00
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)
10.0 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Forager Fund, L.P.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
8,600,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,600,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,600,000.00
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)
10.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Kissel Edward Urban
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,600,100.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,600,100.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,600,100.00
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)
10.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
MacArthur Robert Symmes
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,600,100.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,600,100.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,600,100.00
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)
10.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Repay Holdings Corporation
(b)
Address of issuer's principal executive offices:
3060 Peachtree Road NW, Suite 1100 Atlanta, GA, 30305
Item 2.
(a)
Name of person filing:
This joint statement on Schedule 13G/A is being filed by Forager Fund, L.P., a Delaware limited partnership (the "Fund"), Forager Capital Management, LLC, a Delaware limited liability company and the general partner of the Fund (the "General Partner"), Edward Kissel and Robert MacArthur (collectively, the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is 2025 3rd Ave. N, Suite 350, Birmingham, AL 35203.
(c)
Citizenship:
The Fund is a Delaware limited partnership. The General Partner is a Delaware limited liability company. Each of Messrs. Kissel and MacArthur is a citizen of the United States.
(d)
Title of class of securities:
Class A Common Stock, $0.0001 par value per share
(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:
The Reporting Persons, in the aggregate, beneficially own 8,600,100 shares of Class A Common Stock, $0.0001 par value per share, of the Issuer ("Class A Common Stock").
(b)
Percent of class:
10.0%. The percentages of beneficial ownership reported herein, and on each Reporting Person's cover page to this Schedule 13G/A, are based on a total of 85,880,982 shares of Class A Common Stock issued and outstanding as of March 4, 2026, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the "SEC") on March 9, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The Fund has the sole power to vote or to direct the vote of 8,600,000 shares of Class A Common Stock. The General Partner has the sole power to vote or to direct the vote of 8,600,100 shares of Class A Common Stock. Each of Messrs. Kissel and MacArthur has the sole power to vote or to direct the vote of 0 shares of Class A Common Stock.
(ii) Shared power to vote or to direct the vote:
Each of the Fund and the General Partner has the shared power to vote or to direct the vote of 0 shares of Class A Common Stock. Each of Messrs. Kissel and MacArthur has the shared power to vote or to direct the vote of 8,600,100 shares of Class A Common Stock.
(iii) Sole power to dispose or to direct the disposition of:
The Fund has the sole power to dispose or to direct the disposition of 8,600,000 shares of Class A Common Stock. The General Partner has the sole power to dispose or to direct the disposition of 8,600,100 shares of Class A Common Stock. Each of Messrs. Kissel and MacArthur has the sole power to dispose or to direct the disposition of 0 shares of Class A Common Stock.
(iv) Shared power to dispose or to direct the disposition of:
Each of the Fund and the General Partner has the shared power to dispose or to direct the disposition of 0 shares of Class A Common Stock. Each of Messrs. Kissel and MacArthur has the shared power to dispose or to direct the disposition of 8,600,100 shares of Class A Common Stock.
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.
Not Applicable
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 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.
Forager Capital Management, LLC
Signature:
/s/ Robert Symmes MacArthur
Name/Title:
Robert Symmes MacArthur / Managing Partner
Date:
03/11/2026
Forager Fund, L.P.
Signature:
/s/ Robert Symmes MacArthur
Name/Title:
Robert Symmes MacArthur / Managing Partner of the sole general partner
Date:
03/11/2026
Kissel Edward Urban
Signature:
/s/ Edward Urban Kissel
Name/Title:
Edward Urban Kissel
Date:
03/11/2026
MacArthur Robert Symmes
Signature:
/s/ Robert Symmes MacArthur
Name/Title:
Robert Symmes MacArthur
Date:
03/11/2026
Exhibit Information
Power of Attorney, dated January 23, 2026, by Edward Kissel, incorporated herein by reference to Exhibit 24.1 of the Schedule 13G filed by the reporting persons with the Securities and Exchange Commission on January 23, 2026 (https://www.sec.gov/Archives/edgar/data/1720592/000110465926006144/tm263876d1_ex24-1.htm)
Power of Attorney, dated January 23, 2026, by Robert MacArthur, incorporated herein by reference to Exhibit 24.2 of the Schedule 13G filed by the reporting persons with the Securities and Exchange Commission on January 23, 2026 (https://www.sec.gov/Archives/edgar/data/1720592/000110465926006144/tm263876d1_ex24-2.htm)
Joint Filing Agreement, dated January 23, 2026, by and among the reporting persons, incorporated herein by reference to Exhibit 99.1 of the Schedule 13G filed by the reporting persons with the Securities and Exchange Commission on January 23, 2026 (https://www.sec.gov/Archives/edgar/data/1720592/000110465926006144/tm263876d1_ex99-1.htm)
The joint filing reports 8,600,100 shares, representing 10.0% of RPAY Class A Common Stock. The percentage uses 85,880,982 shares outstanding as of March 4, 2026 from the issuer's Form 10-K filed March 9, 2026.
Who holds voting and dispositive power over the reported shares?
The Fund has sole voting/dispositive power over 8,600,000 shares; the General Partner is shown with sole power over 8,600,100 shares. Messrs. Kissel and MacArthur report shared voting/dispositive power over 8,600,100 shares.
Is the Schedule 13G/A an active control filing or a passive disclosure?
This is a Schedule 13G/A amendment, consistent with a passive investor disclosure. The filing does not state an intention to acquire control or to change voting strategy in this excerpt.
What outstanding-share figure did the filing use to calculate the 10.0%?
The filing bases the 10.0% figure on 85,880,982 shares outstanding as of March 4, 2026, as reported in the issuer's Form 10-K filed on March 9, 2026.
Does the filing indicate any planned transactions or changes in ownership?
No planned transactions or changes are disclosed in this amendment. The Schedule 13G/A only reports current beneficial ownership and the allocation of voting and dispositive powers.
