Morris John Andrew Sr. 4

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.