Sullivan Thomas Eugene 4

What Happened

• Thomas Eugene Sullivan, Chief Accounting Officer of Repay Holdings (RPAY), had a total of 4,200 shares of Class A common stock withheld to cover tax liabilities related to the vesting of time‑based restricted stock. The withholding occurred in two transactions: 2,846 shares on 2026-02-19 (at $3.14 each, $8,936) and 1,354 shares on 2026-02-23 (at $3.06 each, $4,143). Total value withheld ≈ $13,079.
• This is a withholding/tax-settlement (routine disposition), not an open‑market sale or a new purchase.

Key Details

• Transaction dates and prices:
  • 2026-02-19: 2,846 shares withheld @ $3.14 = $8,936
  • 2026-02-23: 1,354 shares withheld @ $3.06 = $4,143
• Total shares withheld: 4,200; total value ≈ $13,079.
• Shares owned after the transactions: not specified in the provided filing excerpt.
• Footnote: F1 — shares were withheld to cover the reporting person's tax liability in connection with vesting of previously reported time‑based restricted stock.
• Transaction code: F (tax withholding). Filing date (2026-02-23) is within the typical Form 4 reporting window; no late filing indicated.

Context

• Tax‑withholding dispositions are routine administrative actions when restricted stock vests and do not necessarily indicate the insider is selling shares as a market signal. They simply settle the tax obligation by withholding a portion of the vested shares.
• For investors, purchases or open‑market sales by insiders tend to carry more signal weight than tax withholding events like this one.