SCHEDULE: Repay Holdings Corp: Activist Investor Reaffirms Acquisition Interest

Forager Fund, L.P. has publicly reiterated its non-binding proposal to acquire Repay Holdings Corp for $4.80 per share, urging engagement with stockholders.

Summary

• Forager Fund, L.P. has issued a letter to Repay Holdings Corp stockholders on May 27, 2026, regarding its non-binding proposal to acquire all outstanding shares for $4.80 per share.
• The fund believes a transaction involving Repay Holdings Corp could be in the best interests of stockholders and is willing to discuss a potential transaction.
• The filing indicates that Forager Fund, L.P. beneficially owns 11,106,548 shares of Repay Holdings Corp Class A Common Stock, representing 12.4% of the outstanding shares.
• There is no guarantee that discussions will lead to a definitive agreement or the consummation of a transaction, as these are subject to various contingencies and approvals.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral score, as the filing primarily reiterates an existing proposal and expresses willingness to negotiate, without new financial performance data or definitive progress on the acquisition.

Positives

• Forager Fund, L.P. has publicly expressed continued interest in acquiring Repay Holdings Corp, signaling potential value recognition.
• The fund believes a transaction could be in the best interests of stockholders, suggesting a potential upside for shareholders.
• Forager Fund, L.P. holds a significant stake (12.4%) in Repay Holdings Corp, indicating a substantial commitment and belief in the company's potential.

Negatives

• The proposal is non-binding, and there is no assurance that discussions will result in a definitive agreement or a completed transaction.
• The consummation of any transaction is subject to numerous contingencies beyond the control of Forager Fund, L.P., including Repay Holdings Corp's Board of Directors' approval.

Risks

• The potential for discussions to terminate at any time without prior notice.
• The risk that the proposed acquisition may not be completed due to failure to reach a definitive agreement or satisfy closing conditions.
• The uncertainty surrounding the outcome of negotiations and the potential impact on Repay Holdings Corp's stock price during this period.

Future Outlook

The future outlook is uncertain, as the filing explicitly states there can be no assurance that discussions will result in a definitive agreement or consummation of a transaction. Any transaction is subject to numerous contingencies and approvals.

Management Comments

• Forager Fund, L.P. continues to believe that a transaction involving the Issuer may be in the best interests of stockholders.
• Forager Fund, L.P. remains willing to engage in discussions regarding a potential transaction.

Industry Context

StockSavvy.ai notes that this filing reflects a common activist investor strategy where a significant shareholder publicly reiterates an acquisition proposal after an initial response from the target company's board. This often aims to increase pressure for engagement or to signal to other shareholders the potential for a value-unlocking transaction.

Stakeholder Impact

• Shareholders: May see potential for a premium acquisition price, but face uncertainty and potential volatility during negotiation periods.
• Management and Board of Directors: Face pressure to respond to the acquisition proposal and consider shareholder interests.
• Employees: Potential impact on job security and company operations depending on the outcome of any transaction.

Next Steps

• Potential discussions between Forager Fund, L.P. and Repay Holdings Corp regarding the acquisition proposal.
• Possible further communication to stockholders from either party depending on the progress of discussions.

Key Dates

Recommendation

The filing indicates an ongoing acquisition interest at a specific price, which could be a catalyst. However, the proposal is non-binding and subject to significant contingencies. Investors should hold their position to await further developments and clarity on the potential transaction, rather than making immediate buy or sell decisions based on this preliminary information.

Keywords

Repay Holdings Corp, Schedule 13D, Forager Fund, Acquisition Proposal, Activist Investor, Stockholder Letter, Merger, Takeover, Class A Common Stock, SEC Filing