Repay Holdings Corp
11.90%
10,192,937
1720592
Mar 31, 2026
Apr 3, 2026, 05:32 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Forager Fund, L.P. | Partnership | 11.90% | 10,192,837 | 10,192,837 | 0 |
| Forager Capital Management, LLC | Investment Adviser | 11.90% | 10,192,937 | 10,192,937 | 0 |
| Edward Kissel | Individual | 11.90% | 10,192,937 | 0 | 10,192,937 |
| Robert MacArthur | Individual | 11.90% | 10,192,937 | 0 | 10,192,937 |
Disclosure Items (3)
Class A Common Stock, par value $0.0001 per share
Repay Holdings Corp
3060 Peachtree Road NW, Atlanta, GA, 30305
Item 3. Source and Amount of Funds or Other Consideration The Reporting Persons acquired beneficial ownership of an aggregate of 10,192,937 shares of Common Stock for $34,723,158.43 using working capital from the Fund and the GP. No borrowed funds were used to acquire the reported securities. The information set forth in Items 4 and 5 of this Schedule 13D is incorporated by reference herein.
The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person's cover page to this Schedule 13D, are based on a total of 85,880,982 shares of Common Stock issued and outstanding as of March 4, 2026, as reported in the Issuer's annual report on Form 10-K for the fiscal year ended December 31, 2025. All of the share numbers reported herein are as of April 3, 2026, unless otherwise indicated. Each Reporting Person's cover page to this Schedule 13D is incorporated by reference into this Item 5(a, b). The Reporting Persons, in the aggregate, beneficially own 10,192,937 shares of Common Stock of the Issuer, representing approximately 11.9% of such class of securities. The beneficial ownership of each Reporting Person is as follows: (i) the Fund beneficially owns 10,192,837 shares of Common Stock representing approximately 11.9% of the class; (ii) the GP, as the sole general partner of the Fund, beneficially owns 10,192,937 shares of Common Stock representing approximately 11.9% of the class; (iii) Mr. Kissel, as a managing partner of the GP, beneficially owns 10,192,937 shares of Common Stock representing approximately 11.9% of the class; and (iv) Mr. MacArthur, as a managing partner of the GP, beneficially owns 10,192,937 shares of Common Stock representing approximately 11.9% of the class.
Each of the Fund and the GP has the sole power to vote and dispose of the shares of Common Stock beneficially owned by such entity (as described above). Each of Mr. Kissel and Mr. MacArthur has the shared power to vote and dispose of the shares of Common Stock beneficially owned by such person (as described above). The filing of this statement shall not be construed as an admission by any Reporting Person that such person is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this statement.
Except as otherwise described in this Schedule 13D, no Reporting Person, other than the Fund as set forth in the table below, effected any transaction in the Common Stock since March 12, 2026 (the date of the filing of the Schedule 13D): Fund: Date of Purchase Shares Purchased Purchase Price (#) per Share ($) 03/25/26 174,779 $2.9165 03/26/26 287,200 $3.0404 03/27/26 180,858 $3.0477 04/01/26 488,391 $2.5367 04/02/26 461,609 $2.5251 The above-listed transactions were conducted in the ordinary course of business on the open market for cash, and the purchase prices do not reflect brokerage commissions paid. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.