SCHEDULE: Repay Holdings: John Morris Sr. Updates 8.2% Stake

John A. Morris, Sr., CEO of Repay Holdings, filed an Amendment No. 7 to his Schedule 13D, detailing changes in his beneficial ownership, including share acquisitions, transfers to family trusts, and tax-related share surrenders.

Summary

• John A. Morris, Sr., along with JOSEH Holdings, LLC and JAM Family Investments, Inc., collectively report beneficial ownership of 7,297,991 shares of Repay Holdings Corporation's Class A Common Stock, representing 8.2% of the class.
• Mr. Morris directly holds 170,688 Post-Merger Repay Units and 2,256,275 Class A shares, of which 1,827,545 are unvested restricted shares subject to time-based vesting conditions.
• JOSEH Holdings, LLC directly holds 3,149,397 Post-Merger Repay Units and 253,041 Class A shares.
• JAM Family Investments, Inc. directly holds 15,000 Class A shares.
• The Morris Family Trust holds 1,028,385 Class A shares, and The Irrevocable Trust holds 86,761 Class A shares, with Mr. Morris's spouse serving as trustee for both.
• Significant acquisitions by Mr. Morris include 530,179 restricted shares on March 19, 2023, 408,291 restricted shares on February 19, 2024, 93,871 vested performance-based restricted stock units on February 12, 2025, 520,000 restricted shares on March 5, 2025, and 968,309 restricted shares on March 11, 2026.
• Holdings LLC acquired 163,041 shares at a weighted average price of $4.20 on May 14, 2025, and the Irrevocable Trust acquired 86,761 shares at $3.89 on May 15, 2025.
• Mr. Morris transferred 1,028,385 shares to the Morris Family Trust for no consideration on May 10, 2024.
• Mr. Morris surrendered a total of 82,733 shares (32,191, 12,140, and 38,402 shares) on various dates in February and March 2026 to cover tax liabilities related to restricted stock vesting.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive. While there are routine tax-related share surrenders, the continued significant insider ownership and ongoing acquisitions of restricted stock by the CEO demonstrate sustained commitment and alignment with the company's future.

Positives

• John A. Morris, Sr., a key executive, continues to hold a significant beneficial ownership stake of 8.2% in Repay Holdings, signaling ongoing alignment with shareholder interests.
• Mr. Morris acquired substantial amounts of restricted stock and vested performance-based units, indicating continued compensation and long-term commitment to the company's performance.
• Holdings LLC and the Irrevocable Trust made open market purchases of Class A Common Stock, demonstrating additional insider confidence.

Negatives

• Mr. Morris surrendered 82,733 shares of Class A Common Stock in early 2026 to cover tax liabilities, which represents a reduction in his direct holdings, albeit for a common reason related to equity compensation.

Future Outlook

Mr. Morris has several tranches of restricted Class A Common Stock that are scheduled to vest in equal annual installments, with vesting commencing on March 19, 2024, February 19, 2025, March 5, 2026, and March 11, 2027, respectively. Post-Merger Repay Units held by reporting persons may be exchanged for Class A Common Stock on a one-for-one basis or, at the Issuer's option, cash.

Industry Context

StockSavvy.ai notes that updates to Schedule 13D filings are routine for significant shareholders and executives, providing transparency into their holdings and transactions. The continued substantial ownership by the CEO, John A. Morris, Sr., is generally viewed as a positive signal of management's confidence in the company's long-term prospects and alignment with shareholder interests, a common trend among industry leaders.

Comparison to Industry Standards

• Insider ownership levels, such as Mr. Morris's 8.2% stake, are often benchmarked against peers. While specific peer comparisons are not provided in the filing, a significant insider stake typically exceeds average institutional ownership percentages in many sectors, suggesting strong alignment.
• The acquisition of restricted stock and performance-based units is a standard executive compensation practice across industries, linking executive incentives directly to company performance and long-term value creation.
• The surrender of shares to cover tax liabilities upon vesting of restricted stock is a common and expected transaction for executives receiving equity compensation, aligning with standard tax practices for such awards.

Related Party Transactions

• Mr. Morris transferred 1,028,385 shares of Class A Common Stock to The Morris Dynasty Family Trust dated April 30, 2024, for no consideration.
• Mr. Morris's spouse serves as the trustee of The Irrevocable Trust and The Morris Family Trust, with Mr. Morris, his spouse, and descendants as beneficiaries.

Stakeholder Impact

• Shareholders gain transparency into the holdings and transactions of a key executive, which can influence investor confidence.
• The significant insider ownership by the CEO may signal strong management alignment with long-term shareholder value creation.

Next Steps

• Future vesting of Mr. Morris's restricted Class A Common Stock shares on various dates, with the next installment commencing on March 11, 2027.
• Potential exchange of Post-Merger Repay Units for Class A Common Stock or cash at the discretion of the holder or Issuer.

Key Dates

Recommendation

This filing is a routine update to beneficial ownership by a key executive, detailing various share acquisitions, transfers to family trusts, and tax-related surrenders. It does not present new information that would fundamentally alter the investment thesis for Repay Holdings, suggesting a 'hold' position for existing investors.

Keywords

Repay Holdings, RPAY, John A. Morris Sr., Schedule 13D, beneficial ownership, insider ownership, stock acquisition, restricted stock, family trust, corporate governance