SCHEDULE: Forager Fund Pushes $4.80/Share Repay Holdings Buyout

Forager Fund, L.P. has filed an amendment to its Schedule 13D, reaffirming its interest in acquiring Repay Holdings Corp for $4.80 per share in cash.

Summary

• Forager Fund, L.P. and associated entities collectively own 11,106,648 shares of Repay Holdings Corp, representing a 12.4% stake.
• The reporting persons issued a public letter to stockholders on May 18, 2026, regarding their non-binding proposal to acquire all outstanding shares of the issuer for $4.80 per share in cash.
• The group remains open to discussions regarding a potential transaction but notes that no definitive agreement currently exists.
• The proposal is subject to board approval and various closing conditions.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral-to-positive development for shareholders, as it introduces a potential buyout premium, though the non-binding nature of the offer keeps the outcome highly uncertain.

Positives

• The offer price of $4.80 per share provides a clear valuation benchmark for shareholders.
• The reporting group maintains a significant 12.4% ownership stake, aligning their interests with other shareholders.
• The group expresses a continued willingness to engage in constructive dialogue with the board.

Negatives

• The proposal is non-binding, meaning there is no guarantee a transaction will occur.
• The issuer's board has not yet accepted the proposal, creating uncertainty regarding the path forward.
• The filing explicitly states there can be no assurance that discussions will lead to a definitive agreement.

Risks

• Potential for the transaction to be terminated at any time without notice.
• Reliance on board approval and satisfaction of various contingencies beyond the control of the reporting persons.
• Market volatility and regulatory hurdles could impact the feasibility of the proposed acquisition.

Future Outlook

The reporting persons remain willing to engage in discussions regarding a potential transaction, though they acknowledge that any definitive agreement is subject to board approval and various contingencies.

Management Comments

• 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.

Industry Context

StockSavvy.ai notes that this filing reflects ongoing consolidation pressure in the fintech and payment processing sectors, where activist investors are increasingly leveraging significant minority stakes to force board engagement on valuation gaps.

Comparison to Industry Standards

• The $4.80 per share offer is being evaluated by the market against recent trading ranges for Repay Holdings.
• The 12.4% stake is a substantial position, typical of activist investors seeking to influence corporate strategy or M&A outcomes.

Stakeholder Impact

• Shareholders may see increased volatility as the market prices in the potential acquisition.
• The board faces pressure to evaluate the proposal in light of their fiduciary duties.

Next Steps

• Potential engagement between the reporting persons and the issuer's Board of Directors.
• Possible further amendments to the Schedule 13D depending on the outcome of discussions.

Key Dates

Recommendation

Investors should hold until there is clarity on whether the board will engage in formal negotiations or if the offer will be rejected, as the current price reflects speculative M&A activity.

Keywords

Repay Holdings, Forager Fund, Merger and Acquisition, Schedule 13D, Buyout Proposal, Shareholder Activism