Form 4: Repay Holdings CEO Sells Shares for Tax Obligations

Repay Holdings CEO John Andrew Morris Sr. reported the sale of Class A Common Stock to cover tax liabilities related to restricted stock vesting.

Summary

• John Andrew Morris Sr., Chief Executive Officer and Director of Repay Holdings Corp, reported changes in his beneficial ownership of Class A Common Stock.
• On February 19, 2026, 32,191 shares of Class A Common Stock were disposed of at a price of $3.14 per share.
• On February 23, 2026, an additional 12,140 shares of Class A Common Stock were disposed of at a price of $3.06 per share.
• These dispositions were identified with transaction code 'F', indicating shares withheld to cover the Reporting Person's tax liability in connection with the vesting of previously reported time-based restricted stock.
• Following these transactions, John Andrew Morris Sr. directly beneficially owns 1,326,368 shares of Class A Common Stock.
• Indirect beneficial ownership includes 1,028,385 shares held by a Family Trust, 86,761 shares by another trust, 253,041 shares by a limited liability company, and 15,000 shares by a corporation.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. While it involves a reduction in direct insider holdings, it's a standard tax-related transaction stemming from the positive event of restricted stock vesting, which is a form of executive compensation.

Positives

• The underlying event, the vesting of restricted stock, represents a form of compensation for the executive, implying continued retention and alignment of interests.

Negatives

• The transactions resulted in a reduction of John Andrew Morris Sr.'s direct beneficial ownership of Repay Holdings Class A Common Stock by a total of 44,331 shares.

Risks

• There is a potential for misinterpretation by some investors who might view the sale of shares as a lack of confidence, despite the explicit reason being tax withholding.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that sales of shares by executives to cover tax liabilities upon the vesting of restricted stock are a common and routine occurrence across publicly traded companies. These transactions are typically pre-planned and not indicative of a change in the executive's outlook on the company's future performance.

Related Party Transactions

• 1,028,385 shares are held indirectly by a Family Trust, where the Reporting Person's spouse is the trustee and the Reporting Person's spouse and descendants are beneficiaries.
• 86,761 shares are held indirectly by another trust, where the Reporting Person's spouse is the trustee and the Reporting Person, spouse, and descendants are beneficiaries.
• 253,041 shares are held indirectly by a limited liability company, where the Reporting Person owns all voting ownership interests and serves as the sole member of its board of managers.
• 15,000 shares are held indirectly by a corporation, where the Family Trust owns all voting shares and the Reporting Person serves as the sole member of its board of directors.

Stakeholder Impact

• Shareholders will observe a reduction in the direct beneficial ownership of Class A Common Stock by the CEO, although this is for tax purposes and not a discretionary sale.

Key Dates

Recommendation

The reported transactions are routine sales to cover tax liabilities upon the vesting of restricted stock. These types of insider transactions do not typically signal a change in the company's fundamental outlook or warrant a change in investment strategy, thus a 'hold' recommendation is appropriate.

Keywords

RPAY, Repay Holdings, Form 4, Insider Transaction, Stock Sale, CEO, John Andrew Morris Sr., Beneficial Ownership, Tax Withholding, Restricted Stock