Sunriver Management LLC and Randolph Willett Cook report combined beneficial ownership of 3,718,652 shares of Repay Holdings Corp Class A common stock, representing 3.9% of the class. The filing states that the reported shares are directly owned by advisory clients of Sunriver Management LLC and that none of those clients may be deemed to beneficially own more than 5% of the Class A common stock.
The report discloses shared voting and shared dispositive power over the 3,718,652 shares and indicates no sole voting or sole dispositive power. The reporting persons disclaim beneficial ownership except for any pecuniary interest.
Positive
None.
Negative
None.
Insights
TL;DR: A disclosure of a sub-5% beneficial position (3.9%) held for advisory clients with shared voting/dispositive power; limited control impact.
The Schedule 13G/A shows transparent reporting of a modest position in Repay Holdings (RPAY). At 3.9% of the Class A shares, the stake is below the 5% materiality threshold that typically signals potential control ambitions. Shared voting and dispositive power suggests aggregated client holdings managed by Sunriver, rather than a single controlling owner. For investors, this is a routine ownership disclosure rather than a change in control signal.
TL;DR: Reporting persons confirm advisory-client ownership and disclaim sole beneficial ownership, indicating governance influence is limited.
The filing emphasizes that securities are directly owned by advisory clients of Sunriver Management LLC and includes a disclaimer of beneficial ownership by the reporting persons except to the extent of pecuniary interest. The absence of sole voting or dispositive power reduces the likelihood that Sunriver or Mr. Cook can unilaterally influence corporate decisions. The filing includes exhibits for joint filing and control-person identification, supporting proper disclosure practices.
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)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
76029L100
(CUSIP Number)
06/30/2025
(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
SUNRIVER 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
0.00
6
Shared Voting Power
3,718,652.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,718,652.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,718,652.00
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)
3.9 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
76029L100
1
Names of Reporting Persons
RANDOLPH WILLETT COOK
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
3,718,652.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,718,652.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,718,652.00
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)
3.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
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, GA 30305
Item 2.
(a)
Name of person filing:
Sunriver Management LLC
Randolph Willett Cook
(b)
Address or principal business office or, if none, residence:
Sunriver Management LLC - Delaware
Randolph Willett Cook - United States
(d)
Title of class of securities:
Class A Common Stock, par value $0.0001 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).
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.
All of the securities reported in this Schedule 13G Amendment No. 1 are directly owned by advisory clients of Sunriver Management LLC. None of those advisory clients may be deemed to beneficially own more than 5% of the Class A Common Stock, $0.0001 par value.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please see Exhibit B attached hereto.
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.
SUNRIVER MANAGEMENT LLC
Signature:
By: /s/ Randolph Willett Cook
Name/Title:
Randolph Willett Cook, Managing Member
Date:
08/13/2025
RANDOLPH WILLETT COOK
Signature:
By: /s/ Randolph Willett Cook
Name/Title:
Randolph Willett Cook
Date:
08/13/2025
Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Exhibit Information
[Exhibit A - Joint Filing Agreement]
[Exhibit B - Control Person Identification]
