Repay Holdings Corporation received a Schedule 13G showing that Forager Fund, L.P., Forager Capital Management, LLC, and individuals Edward Kissel and Robert MacArthur together report beneficial ownership of 5,040,000 shares of Class A common stock. This stake represents 5.9% of the outstanding Class A shares, based on 86,062,133 shares outstanding as of November 6, 2025.
The filing explains that the Fund and its general partner hold sole voting and dispositive power over the 5,040,000 shares, while Messrs. Kissel and MacArthur share voting and dispositive power over the same shares. The reporting persons certify that the shares were not acquired and are not held for the purpose of changing or influencing control of Repay Holdings, but instead are reported on a passive basis.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Repay Holdings Corporation
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
76029L100
(CUSIP Number)
01/15/2026
(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 No.
76029L100
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
5,040,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
5,040,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,040,000.00
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)
5.9 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
76029L100
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
5,040,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
5,040,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,040,000.00
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)
5.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
76029L100
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
5,040,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,040,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,040,000.00
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)
5.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
76029L100
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
5,040,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,040,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,040,000.00
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)
5.9 %
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 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 5,040,000 shares of Class A Common Stock, $0.0001 par value per share, of the Issuer ("Class A Common Stock").
(b)
Percent of class:
5.9%. The percentages of beneficial ownership reported herein, and on each Reporting Person's cover page to this Schedule 13G, are based on a total of 86,062,133 shares of Class A Common Stock issued and outstanding as of November 6, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for its quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission (the "SEC") on November 10, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Each of the Fund and the General Partner has the sole power to vote or to direct the vote of 5,040,000 shares of Common Stock. Each of Messrs. Kissel and MacArthur has the sole power to vote or to direct the vote of 0 shares of 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 Common Stock. Each of Messrs. Kissel and MacArthur has the shared power to vote or to direct the vote of 5,040,000 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of:
Each of the Fund and the General Partner has the sole power to dispose or to direct the disposition of 5,040,000 shares of Common Stock. Each of Messrs. Kissel and MacArthur has the sole power to dispose or to direct the disposition of 0 shares of 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 Common Stock. Each of Messrs. Kissel and MacArthur has the shared power to dispose or to direct the disposition of 5,040,000 shares of 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 MacArthur
Name/Title:
Robert MacArthur / Managing Partner
Date:
01/23/2026
Forager Fund, L.P.
Signature:
/s/ Robert MacArthur
Name/Title:
Robert MacArthur / Managing Partner of the sole general partner
Date:
01/23/2026
Kissel Edward Urban
Signature:
/s/ Edward Kissel
Name/Title:
Edward Kissel
Date:
01/23/2026
MacArthur Robert Symmes
Signature:
/s/ Robert MacArthur
Name/Title:
Robert MacArthur
Date:
01/23/2026
Exhibit Information
Exhibit 24.1 Power of Attorney, dated January 23, 2026, by Edward Kissel
Exhibit 24.2 Power of Attorney, dated January 23, 2026, by Robert MacArthur
Exhibit 99.1 Joint Filing Agreement, dated January 23, 2026, by and among the reporting persons
What stake in Repay Holdings (RPAY) does Forager report in this Schedule 13G?
The reporting persons disclose beneficial ownership of 5,040,000 shares of Repay Holdings Class A common stock, representing 5.9% of the class.
Who are the reporting persons in the Repay Holdings (RPAY) Schedule 13G?
The filing is a joint statement by Forager Fund, L.P., Forager Capital Management, LLC, and individuals Edward Kissel and Robert MacArthur.
How is voting and dispositive power over RPAY shares allocated among the Forager reporting persons?
Forager Fund, L.P. and Forager Capital Management, LLC have sole voting and dispositive power over 5,040,000 shares, while Edward Kissel and Robert MacArthur share voting and dispositive power over the same shares.
On what share count is the 5.9% ownership of Repay Holdings (RPAY) based?
The 5.9% beneficial ownership is calculated using 86,062,133 Class A shares outstanding as of November 6, 2025, as reported in Repay Holdings’ Form 10-Q.
Is the Forager position in Repay Holdings (RPAY) intended to change control of the company?
The reporting persons certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Repay Holdings.
What exhibits accompany this Repay Holdings (RPAY) Schedule 13G filing?
The filing includes Power of Attorney documents for Edward Kissel and Robert MacArthur and a Joint Filing Agreement among the reporting persons.
