Forager proposes $4.80-per-share cash buyout of Repay (RPAY)

Rhea-AI Filing Summary

Repay Holdings Corp received a non-binding buyout proposal from Forager-affiliated investors. On April 17, 2026, they offered to acquire all Repay shares they do not already own for $4.80 per share in cash.

The Forager group reports beneficial ownership of 12.9% of Repay’s Class A common stock, based on 85,880,982 shares outstanding as of March 4, 2026. The proposal is subject to negotiation, board approval and multiple contingencies, and there is no assurance a definitive agreement or transaction will be completed.

Positive

• Take-private cash proposal: Forager-affiliated investors, already holding 12.9% of Repay, have submitted a non-binding proposal to acquire all remaining shares for $4.80 per share in cash, potentially offering shareholders a liquidity event if a definitive deal is reached and completed.

Negative

• None.

Insights

Event-driven equities analyst

Forager’s group proposes a cash take‑private of Repay at $4.80 per share, but the offer is non-binding and uncertain.

The filing shows Forager-related entities beneficially own 12.9% of Repay Holdings Corp, calculated against 85,880,982 shares outstanding as of March 4, 2026. On April 17, 2026, they sent a non-binding Proposal Letter to Repay’s board to acquire all remaining shares at $4.80 per share in cash.

The proposal is explicitly described as non-binding and subject to board approval, definitive documentation and other contingencies. The filing notes there can be no assurance that discussions will lead to a definitive agreement or that any agreed transaction will close, so the outcome remains highly uncertain based on this information alone.

Key Figures

Offer price: $4.80 per share Beneficial ownership: 12.9% of common stock Shares outstanding: 85,880,982 shares +2 more

5 metrics

Offer price $4.80 per share Non-binding cash proposal for all remaining Repay shares

Beneficial ownership 12.9% of common stock Stake reported by Forager-affiliated reporting persons

Shares outstanding 85,880,982 shares Repay common stock outstanding as of March 4, 2026

Proposal date April 17, 2026 Date of the non-binding Proposal Letter to Repay’s board

Reference 10-K date March 9, 2026 Filing date of Repay’s Form 10-K used for share count

Key Terms

Schedule 13D/A, non-binding proposal, beneficially owned, sole voting power, +2 more

6 terms

Schedule 13D/A regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition..."

A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.

non-binding proposal financial

"the Reporting Persons delivered a non-binding proposal (the "Proposal Letter") to the Board of Directors"

A non-binding proposal is an offer or plan presented by one party that outlines terms they would like to pursue but does not create a legally enforceable obligation. Think of it like a detailed handshake or a draft invitation to negotiate: it signals intent and frames possible outcomes, but either side can walk away or change terms without legal penalty. Investors watch these because they can move a stock’s price by suggesting a possible deal, yet they carry higher uncertainty than formal agreements.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 11,106,648.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 9 | Sole Dispositive Power"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Proposal Letter regulatory

"The foregoing description of the Proposal Letter does not purport to be complete"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Repay Holdings Corp

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

76029L100

(CUSIP Number)

Robert MacArthur
c/o Forager Fund L.P., 2025 3rd Av North, Suite 350
Birmingham, AL, 35203
(205) 383-4763

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 76029L100

1

Name of reporting person

Forager Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,106,548.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 11,106,548.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

11,106,548.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 76029L100

1

Name of reporting person

Forager Capital Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,106,648.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 11,106,648.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

11,106,648.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.9 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s): 76029L100

1

Name of reporting person

Edward Kissel

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,106,648.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,106,648.00

11

Aggregate amount beneficially owned by each reporting person

11,106,648.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.9 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP Number(s): 76029L100

1

Name of reporting person

Robert MacArthur

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,106,648.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,106,648.00

11

Aggregate amount beneficially owned by each reporting person

11,106,648.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.9 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Repay Holdings Corp
(c)	Address of Issuer's Principal Executive Offices: 3060 PEACHTREE ROAD NW, SUITE 1100, ATLANTA, GEORGIA , 30305.
Item 1 Comment: The aggregate percentage of shares owned by each person named herein is based on 85,880,982 shares of Common Stock outstanding as of March 4, 2026, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on March 9, 2026.
Item 2.	Identity and Background
Item 3.	Source and Amount of Funds or Other Consideration
Item 4.	Purpose of Transaction
	On April 17, 2026 the Reporting Persons delivered a non-binding proposal (the "Proposal Letter") to the Board of Directors of the Issuer to offer to acquire all of the outstanding shares of the Issuer not already owned by the Reporting Persons at a price of $4.80 per share, payable in cash (the "Proposal"). The foregoing description of the Proposal Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Proposal Letter, which is filed as Exhibit 99.2 hereto and is incorporated by reference into this Item 4. There can be no assurance that any discussions that may occur between the Reporting Persons and the Issuer with respect to the Proposal will result in the entry into a definitive agreement concerning a transaction or, if such a definitive agreement is reached, will result in the consummation of a transaction provided for in such definitive agreement. Discussions concerning a transaction may be terminated at any time and without prior notice. Entry into a definitive agreement concerning a transaction and the consummation of any such transaction will be subject to a number of contingencies that are beyond the control of the Reporting Persons, including the approval of the Board of Directors of the Issuer, and the satisfaction of any conditions to the consummation of a transaction set forth in any such definitive agreement.
Item 5.	Interest in Securities of the Issuer
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented to incorporate the following: The following document is filed as an exhibit: Exhibit 99.2 - Proposal Letter, dated April 17, 2026

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Forager Fund, L.P.

Signature:	/s/ Robert MacArthur
Name/Title:	Managing Partner
Date:	04/17/2026

Forager Capital Management, LLC

Signature:	/s/ Robert MacArthur
Name/Title:	Managing Partner
Date:	04/17/2026

Edward Kissel

Signature:	/s/ Edward Kissel
Name/Title:	Edward Kissel
Date:	04/17/2026

Robert MacArthur

Signature:	/s/Robert MacArthur
Name/Title:	Robert MacArthur
Date:	04/17/2026

FAQ

What did Forager propose in this Repay (RPAY) Schedule 13D/A filing?

Forager-affiliated investors proposed to acquire all outstanding Repay shares they do not already own for $4.80 per share in cash. The offer is set out in a non-binding Proposal Letter to Repay’s board dated April 17, 2026, with no assured transaction outcome.

What ownership stake do the reporting persons hold in Repay (RPAY)?

The reporting persons collectively report beneficial ownership of 12.9% of Repay’s Class A common stock. This percentage is calculated using 85,880,982 shares outstanding as of March 4, 2026, as disclosed in Repay’s Form 10-K for the year ended December 31, 2025.

Is the $4.80 per share Repay (RPAY) buyout proposal binding?

No, the proposal is explicitly described as non-binding. Any transaction would require further negotiations, approval by Repay’s board of directors, execution of a definitive agreement, and satisfaction of closing conditions, so there is no guarantee a deal will be completed.

How is the 12.9% beneficial ownership in Repay (RPAY) calculated?

The 12.9% beneficial ownership figure is based on 85,880,982 Repay common shares outstanding as of March 4, 2026. That outstanding share count comes from Repay’s Form 10-K for the year ended December 31, 2025, filed with the SEC on March 9, 2026.

Who are the reporting persons in the Repay (RPAY) Schedule 13D/A amendment?

The reporting persons include Forager Fund, L.P., Forager Capital Management, LLC, and individuals Edward Kissel and Robert MacArthur. They collectively report beneficial ownership of 12.9% of Repay’s Class A common stock and are the parties submitting the non-binding $4.80 per share proposal.

What conditions could affect completion of the Repay (RPAY) take-private proposal?

Completion would depend on Repay’s board approving a transaction, negotiating and signing a definitive agreement and satisfying any conditions in that agreement. The filing emphasizes there can be no assurance that discussions will continue, that an agreement will be reached, or that any transaction will close.