SCHEDULE: Repay Holdings Corp. Schedule 13D Amendment Filed

Repay Holdings Corporation has filed an amendment to its Schedule 13D, detailing changes in beneficial ownership and a new cooperation agreement.

Summary

• This filing is an amendment (Amendment No. 1) to a previously filed Schedule 13D concerning Repay Holdings Corporation.
• The amendment primarily updates information regarding beneficial ownership of Class A Common Stock by BT Parent GP, LLC and Beckham Aggregator, L.P.
• A cooperation agreement was entered into on July 13, 2026, between the Issuer and PCP Managers II, L.P. (the "Manager").
• As part of the agreement, the Board of Directors was expanded from six to seven members, and Zach F. Sadek was appointed to the new vacancy.
• Mr. Sadek's appointment is effective July 13, 2026, with an initial term expiring at the Issuer's 2027 annual meeting.
• The Issuer has agreed to nominate Mr. Sadek for re-election at the 2027 Annual Meeting, subject to his continued service on the Board.
• The cooperation agreement includes customary standstill restrictions and confidentiality obligations.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, primarily an administrative update regarding beneficial ownership and a board appointment, without immediate significant financial implications.

Positives

• Board expansion to accommodate new director appointment.
• Appointment of Zach F. Sadek to the Board of Directors, effective July 13, 2026.
• Agreement for the Issuer to nominate Mr. Sadek for re-election at the 2027 Annual Meeting.
• The reporting persons' beneficial ownership percentage is stated to reflect their actual economic and voting interest.

Negatives

• The filing does not explicitly state any negative financial or operational developments.
• The beneficial ownership percentage calculation methodology is complex and subject to interpretation regarding excluded shares.

Risks

• The cooperation agreement includes standstill restrictions that may limit future actions by the Manager.
• Confidentiality obligations are in place until after the 2027 Annual Meeting, subject to exceptions.
• The obligation to nominate Mr. Sadek terminates upon his departure from the Board, introducing potential uncertainty.

Future Outlook

The filing indicates that Repay Holdings Corporation will nominate Zach F. Sadek for election to the Board at the 2027 Annual Meeting, provided he remains on the Board. The cooperation agreement's standstill and confidentiality obligations will remain in effect until shortly after the 2027 Annual Meeting.

Management Comments

• Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the shares of Class A Common Stock reported herein for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person, other than Beckham Aggregator, L.P. with respect to securities reported as directly held by Beckham Aggregator, L.P.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are crucial for tracking significant ownership changes and potential shifts in corporate control or strategy. The entry into a cooperation agreement, board seat appointment, and associated restrictions are common tactics in activist investor engagements or strategic partnerships within the financial technology sector.

Management Changes

Corporate Governance

Related Party Transactions

• The appointment of Zach F. Sadek to the Board of Directors, effective July 13, 2026, pursuant to a cooperation agreement with PCP Managers II, L.P., an affiliate of the Reporting Persons.

Stakeholder Impact

• Shareholders: The appointment of a new director and the updated beneficial ownership information may influence investor perception and future strategic direction.
• Board of Directors: The increase in board size and the addition of a new member may alter board dynamics and governance.
• Management: The cooperation agreement and associated restrictions may impact management's operational flexibility and strategic planning.

Next Steps

• Nomination of Zach F. Sadek for election to the Board at the 2027 Annual Meeting.
• Expiration of standstill restrictions and confidentiality obligations following the 2027 Annual Meeting or Mr. Sadek's departure from the Board.

Key Dates

Keywords

Schedule 13D, Repay Holdings Corporation, Beneficial Ownership, Cooperation Agreement, Board of Directors, Zach F. Sadek, SEC Filing, Amendment