Form 4: Repay Holdings Director Richard Thornburgh Granted 34,000 Restricted Stock Units

Repay Holdings Corp. Director Richard E. Thornburgh was granted 34,000 Class A Common Stock restricted stock units, increasing his beneficial ownership to 135,956 shares.

Summary

• Richard E. Thornburgh, a Director of Repay Holdings Corp. (RPAY), was granted 34,000 shares of Class A Common Stock in the form of restricted stock units (RSUs) on June 12, 2025.
• This transaction increased his direct beneficial ownership to 135,956 shares of Class A Common Stock.
• The RSUs were granted at a price of $0 per share, indicating an equity award rather than a purchase.
• The vesting schedule for these RSUs is the earlier of the one-year anniversary of the grant date or the next regularly scheduled annual meeting of stockholders that is at least 50 weeks after the grant date.
• The shares underlying these units will be issued to Mr. Thornburgh after he ceases to be a director of the Issuer.
• The filing also includes an Exhibit 24, a Power of Attorney dated May 19, 2025, authorizing Tyler B. Dempsey and Thomas E. Sullivan to execute and file SEC Forms 3, 4, and 5 on behalf of Mr. Thornburgh.

Sentiment

Score: 7

Explanation: The grant of restricted stock units to a director is generally a positive signal, indicating alignment of interests and a standard compensation practice. It does not indicate any negative operational or financial news.

Positives

• The grant of restricted stock units to a director aligns the director's long-term interests with those of the company's shareholders.
• Increased beneficial ownership by a director demonstrates continued commitment and confidence in the company's future.

Future Outlook

The restricted stock units are structured to vest on the earlier of the one-year anniversary of the grant date (June 12, 2026) or the next regularly scheduled annual meeting of stockholders that is at least 50 weeks after the grant date. The shares will be issued to the Reporting Person after they cease to be a director of the Issuer.

Management Comments

• The filing was signed by Tyler B. Dempsey as Attorney-in-Fact for Richard E. Thornburgh, indicating the use of a Power of Attorney for SEC compliance filings.

Industry Context

This Form 4 filing is a routine disclosure of an insider equity grant, which is a common practice across all industries, including the financial technology sector where Repay Holdings operates. Such grants are a standard component of executive and director compensation packages, designed to align the interests of company leadership with long-term shareholder value.

Comparison to Industry Standards

• The grant of restricted stock units to a director is a standard compensation practice in publicly traded companies, including those in the financial technology sector.
• While specific comparable companies or projects are not detailed in this filing, RSU grants are widely used by peers like Block Inc. (SQ), Fiserv (FI), and Global Payments (GPN) to incentivize long-term performance and retain key personnel.
• The vesting schedule (earlier of one-year anniversary or next annual meeting) is a common structure for director equity awards, aiming to align director interests with shareholder value over a reasonable timeframe.

Corporate Governance

Stakeholder Impact

• Shareholders: The grant of RSUs to a director aligns the director's long-term interests with those of shareholders, potentially fostering better governance and strategic decisions aimed at increasing shareholder value.

Next Steps

• The restricted stock units are scheduled to vest on the earlier of June 12, 2026 (one-year anniversary of grant) or the next regularly scheduled annual meeting of stockholders that is at least 50 weeks after the grant date.
• The shares underlying the units will be issued to Mr. Thornburgh after he ceases to be a director of Repay Holdings Corp.

Key Dates

Keywords

Repay Holdings Corp, RPAY, Richard E. Thornburgh, Director, Restricted Stock Units, RSU, Insider Transaction, SEC Form 4, Equity Grant, Beneficial Ownership