Form 4: Repay Holdings CEO John Morris Reports Stock Transactions Following PSU Vesting
SEC Form 4 Filing
CEO John Morris of Repay Holdings Corp. reports the vesting of performance-based restricted stock units (PSUs) and subsequent tax-related stock withholding.
Summary
- On February 12, 2025, Repay Holdings CEO John Morris reported transactions involving Class A Common Stock.
- These transactions are related to the vesting of performance-based restricted stock units (PSUs) that were earned over a three-year performance period from January 1, 2022, to December 31, 2024.
- The Issuer's Compensation Committee approved the achievement level of the PSU performance targets on February 12, 2025.
- Morris acquired 93,871 shares of Class A Common Stock upon vesting of the PSUs.
- 28,886 shares were withheld to cover Morris's tax liability at a price of $7.19 per share.
- Following these transactions, Morris directly owns 979,095 shares of Class A Common Stock.
- Morris also indirectly owns 1,028,385 shares through a family trust, 90,000 shares through a limited liability company, and 15,000 shares through a corporation.
- Morris disclaims beneficial ownership of the indirectly owned securities, except to the extent of his pecuniary interest.
Sentiment
Score: 6
Explanation: The document is a routine regulatory filing detailing stock transactions related to executive compensation. The vesting of PSUs suggests the achievement of performance targets, which is mildly positive. However, the tax withholding is a neutral event.
Positives
- The vesting of PSUs indicates that performance targets were met over the three-year period from January 1, 2022, to December 31, 2024.
Management Comments
- The Reporting Person disclaims beneficial ownership of any securities reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein.
Industry Context
Form 4 filings are standard practice for reporting changes in beneficial ownership by company insiders, providing transparency to investors.
Stakeholder Impact
- The vesting of PSUs and subsequent stock transactions may have a minor impact on shareholders due to the change in the CEO's holdings.
Key Dates
| Date | Description |
|---|---|
| January 1, 2022 | Start date of the three-year performance period for the performance-based restricted stock units (PSUs). |
| December 31, 2024 | End date of the three-year performance period for the performance-based restricted stock units (PSUs). |
| February 12, 2025 | Date of the reported transactions and the Compensation Committee's approval of PSU performance targets. |
| February 14, 2025 | Date of signature for the Form 4 filing. |
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