Morris John Andrew Sr. 4

What Happened
Morris John Andrew Sr., CEO of Repay Holdings Corp (RPAY), had 38,402 shares of Class A common stock withheld on 2026-03-05 to cover his tax liability related to the vesting of time‑based restricted stock. The withholding price was $3.03 per share, for a total value of approximately $116,358. This was a tax-withholding disposition (code F), not an open-market sale.

Key Details

• Transaction date: 2026-03-05; Filing date: 2026-03-09 (filed within the required two business days).
• Shares withheld/disposed: 38,402 at $3.03 per share; total value ≈ $116,358.
• Transaction code: F (shares withheld to cover tax liability on vested restricted stock).
• Shares owned after transaction: Not specified in the excerpt provided.
• Footnotes:
  • F1: Withholding relates to time‑based restricted stock previously reported.
  • F2–F5: Several holdings are held via family trust, trusts, an LLC, or a corporation (spouse as trustee, family beneficiaries, and entities where the Reporting Person has governance roles).
• Remark: The reporting person disclaims beneficial ownership of securities reported as indirectly owned except to the extent of his pecuniary interest.

Context
Tax-withholdings on vesting are routine and typically reflect payroll/tax obligations rather than a signal of insider sentiment. Code F indicates shares were surrendered to cover taxes (a form of cashless settlement), not an open-market sale or a purchase.