Morris John Andrew Sr. 4

What Happened
Morris John Andrew Sr., CEO of Repay Holdings Corp (RPAY), had 51,905 shares of Class A common stock withheld to cover his tax liability in connection with the vesting of time‑based restricted stock. The withholding was recorded at $2.65 per share for a total value of $137,548. This was a tax-withholding event (transaction code F), not an open‑market sale or a purchase — a routine administrative step following vesting.

Key Details

• Transaction date: 2026-03-19; per‑share value: $2.65; total withheld value: $137,548.
• Transaction type: F — shares withheld to satisfy tax withholding on vested restricted stock (cashless tax withholding).
• Shares owned after the transaction: Not reported in this Form 4.
• Relevant footnote: F1 — confirms shares were withheld to cover the Reporting Person’s tax liability from vesting of time‑based restricted stock. Other footnotes (F2–F5) in the filing describe various trusts and entities that hold securities reported elsewhere in the filing.
• Timeliness: Form 4 filed 2026-03-23 for a 2026-03-19 transaction; filing falls within the two business‑day filing window and is timely.
• Remarks: The reporting person disclaims beneficial ownership of indirectly held securities except to the extent of pecuniary interest.

Context
Withholding shares to cover taxes on vested restricted stock is a common, administrative transaction and does not necessarily indicate a view on company prospects. This was not an open‑market sale or purchase; it reduced the number of shares delivered to the insider to satisfy tax obligations.