Form 4: Repay Holdings Director Robert Hartheimer Granted 34,000 Restricted Stock Units

Repay Holdings Corp. Director Robert Herman Hartheimer was granted 34,000 restricted stock units, increasing his direct beneficial ownership to 114,856 Class A Common Stock shares.

Summary

• Robert Herman Hartheimer, a Director of Repay Holdings Corp. (RPAY), acquired 34,000 shares of Class A Common Stock on June 12, 2025.
• The acquisition was a grant of restricted stock units (RSUs) with a transaction price of $0 per share.
• Following this transaction, Mr. Hartheimer directly beneficially owns 114,856 shares of Class A Common Stock.
• The RSUs are set to vest on the earlier of: (a) the one-year anniversary of the grant date, and (b) the next regularly scheduled annual meeting of stockholders of the Issuer that is at least 50 weeks after the grant date.
• The shares underlying the units will be issued to Mr. Hartheimer after he ceases to be a director of Repay Holdings Corp., as per the award agreement terms.
• A Power of Attorney was granted by Robert Hartheimer to Tyler B. Dempsey and Thomas E. Sullivan on May 19, 2025, authorizing them to file SEC forms on his behalf.

Sentiment

Score: 7

Explanation: The grant of restricted stock units to a director is a positive signal of alignment between management and shareholders, and a standard component of compensation, indicating stability and continued commitment.

Positives

• The grant of restricted stock units to a director aligns management's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• An increase in insider ownership, even through grants, can signal confidence in the company's future prospects.

Future Outlook

The granted restricted stock units are subject to future vesting, occurring on 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 actual shares will be issued to the director upon cessation of their directorship.

Industry Context

This Form 4 filing represents a routine equity compensation event for a director, common across publicly traded companies as a means to align executive and board interests with shareholder value. It does not reflect broader industry trends or competitive dynamics.

Comparison to Industry Standards

• The grant of restricted stock units to directors is a standard practice in corporate governance and executive compensation across various industries, including the financial technology sector where Repay Holdings operates.
• The vesting schedule, typically tied to continued service or performance, is also a common mechanism to retain talent and incentivize long-term commitment.
• While specific grant sizes vary by company size, industry, and individual contribution, the mechanism itself is consistent with global benchmarks for non-cash director compensation.

Corporate Governance

Related Party Transactions

• The grant of restricted stock units to Robert Herman Hartheimer, a director of Repay Holdings Corp., constitutes a related party transaction as it involves compensation from the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: The grant represents a form of non-cash compensation that aligns the director's interests with shareholder value, as the value of the RSUs is tied to the company's stock performance. It also represents a potential future dilution upon share issuance.
• Employees: No direct impact mentioned for general employees.
• Customers/Suppliers/Creditors: No direct impact mentioned.

Next Steps

• Vesting of the 34,000 restricted stock units on the earlier of June 12, 2026 (one-year anniversary) or the next annual meeting of stockholders (at least 50 weeks after grant date).
• Issuance of shares to Robert Herman Hartheimer upon his cessation as a director of Repay Holdings Corp.

Key Dates

Keywords

Repay Holdings Corp, RPAY, SEC Form 4, Restricted Stock Units, RSU Grant, Insider Ownership, Director Compensation, Equity Compensation, Beneficial Ownership, Stock Grant