Morris John Andrew Sr. 4
4 · Repay Holdings Corp · Filed Feb 23, 2026
Research Summary
AI-generated summary of this filing
Repay (RPAY) CEO Morris John Andrew Sr. Sells 44,331 Shares (Tax Withholding)
What Happened
Morris John Andrew Sr., CEO of Repay Holdings Corp (RPAY), had a total of 44,331 shares of Class A common stock withheld to cover tax liabilities related to the vesting of time‑based restricted stock. The filings show 32,191 shares withheld on 2026-02-19 at $3.14 per share ($101,080) and 12,140 shares withheld on 2026-02-23 at $3.06 per share ($37,148), for a combined value of approximately $138,228. This was a tax‑withholding/settlement of vested RSUs, not an open‑market sale.
Key Details
- Transaction dates and prices:
- 2026-02-19: 32,191 shares withheld at $3.14 — $101,080
- 2026-02-23: 12,140 shares withheld at $3.06 — $37,148
- Total shares surrendered: 44,331; total value ≈ $138,228.
- Transaction code: F — payment of exercise price or tax liability (here, tax withholding on RSU vesting; footnote F1 confirms withholding to cover tax liability).
- Shares owned after the transactions: not specified in the provided filing.
- Filing: Form 4 filed on 2026-02-23 (covers the above dates).
Context
- These transactions reflect shares withheld by the company to satisfy tax withholding obligations on vested restricted stock (a common, routine occurrence) rather than intentional open‑market selling by the insider. Such withholdings should not be read as a proactive bearish signal.
- Additional footnotes (F2–F5) indicate certain securities are held in trusts, an LLC, or a corporation controlled or linked to the Reporting Person or family trust; the Reporting Person disclaims beneficial ownership of indirectly held securities except to the extent of any pecuniary interest.
Insider Transaction Report
Form 4
Morris John Andrew Sr.
DirectorChief Executive Officer
Transactions
- Tax Payment
Class A Common Stock
[F1]2026-02-19$3.14/sh−32,191$101,080→ 1,338,508 total - Tax Payment
Class A Common Stock
[F1]2026-02-23$3.06/sh−12,140$37,148→ 1,326,368 total
Holdings
- 1,028,385(indirect: See footnote)
Class A Common Stock
[F2] - 86,761(indirect: See footnote)
Class A Common Stock
[F3] - 253,041(indirect: See footnote)
Class A Common Stock
[F4] - 15,000(indirect: See footnote)
Class A Common Stock
[F5]
Footnotes (5)
- [F1]Reflects shares of Class A common stock of the Issuer withheld to cover the Reporting Person's tax liability in connection with the vesting of shares of time-based restricted stock previously reported by the Reporting Person.
- [F2]These securities are held directly by a trust (the "Family Trust"), of which the Reporting Person's spouse is the trustee and the Reporting Person's spouse and descendants are the beneficiaries.
- [F3]These securities are held directly by a trust, of which the Reporting Person's spouse is the trustee and the Reporting Person and the Reporting Person's spouse and descendants are the beneficiaries.
- [F4]These securities are held directly by a limited liability company, of which Reporting Person owns all of the voting ownership interests and serves as the sole member of its board of managers.
- [F5]These securities are held directly by a corporation, of which the Family Trust owns all of the voting shares and Reporting Person serves as the sole member of its board of directors.
Signature
/s/ Tyler B. Dempsey, as Attorney-in-Fact|2026-02-23