Dempsey Tyler B 4

What Happened

• Tyler B. Dempsey, General Counsel of Repay Holdings Corp (RPAY), had shares of Class A common stock withheld to satisfy tax withholding related to time‑based restricted stock vesting. A total of 7,710 shares were disposed via withholding: 5,471 shares on 2026-02-19 at $3.14 each ($17,179) and 2,239 shares on 2026-02-23 at $3.06 each ($6,851). These are administrative tax-withholding dispositions rather than open-market sales.

Key Details

• Transaction dates and amounts:
  • 2026-02-19: 5,471 shares withheld @ $3.14 = $17,179
  • 2026-02-23: 2,239 shares withheld @ $3.06 = $6,851
• Total withheld: 7,710 shares for approximately $24,030.
• Footnote: F1 — shares withheld to cover the Reporting Person's tax liability in connection with vesting of previously reported time‑based restricted stock.
• Filing: Form 4 was filed 2026-02-23 reporting the 2026-02-19 and 2026-02-23 dispositions; the filing appears timely (not marked late).

Context

• These transactions are tax-withholding dispositions (transaction code F), a routine administrative action when restricted stock vests; they do not represent an open-market sale or direct purchase decision by the insider.
• Such withholding transactions are common after RSU vesting and generally should not be interpreted as a strong signal about the insider’s view of the company.