Forager raises Repay Holdings (RPAY) stake to 12.9% beneficial ownership

Rhea-AI Filing Summary

Forager Fund and its affiliates report a 12.9% beneficial ownership stake in Repay Holdings Corp’s Class A common stock. They report beneficial ownership of 11,106,648 shares. The percentage is based on 85,880,982 shares outstanding as of March 4, 2026, from Repay’s Form 10-K.

The filing shows recent open-market purchases by Forager Fund: 350,000 shares at $2.42 on April 7, 2026; 484,720 shares at $2.57 on April 8, 2026; and 78,991 shares at $2.68 on April 9, 2026. Forager Fund and Forager Capital Management hold sole voting and dispositive power, while managing partners Edward Kissel and Robert MacArthur share voting and dispositive power through their roles at the general partner.

Key Figures

Beneficial ownership: 11,106,648 shares Ownership percentage: 12.9% Shares outstanding: 85,880,982 shares +3 more

6 metrics

Beneficial ownership 11,106,648 shares Repay Class A common stock reported as beneficially owned by reporting persons

Ownership percentage 12.9% Portion of Repay Class A common stock beneficially owned by reporting persons

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

Purchase 1 350,000 shares at $2.42 Open-market Repay purchase by Forager Fund on April 7, 2026

Purchase 2 484,720 shares at $2.57 Open-market Repay purchase by Forager Fund on April 8, 2026

Purchase 3 78,991 shares at $2.68 Open-market Repay purchase by Forager Fund on April 9, 2026

Key Terms

beneficially owns, sole Voting Power, shared Dispositive Power, ordinary course of business, +2 more

6 terms

beneficially owns financial

"The Reporting Persons, in the aggregate, beneficially own 11,106,648 shares of Common Stock"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

sole Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 11,106,548.00"

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.

shared Dispositive Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 10 | Shared Dispositive Power 11,106,648.00"

ordinary course of business financial

"The above-listed transactions were conducted in the ordinary course of business on the open market for cash"

The ordinary course of business means the regular, routine activities a company carries out to operate day-to-day — sales, payroll, supplier orders, customer service and similar predictable tasks. For investors, distinguishing these normal activities from unusual transactions is important because routine actions signal steady operations and predictable cash flow, while departures from the ordinary course (like one‑off deals or emergency costs) can indicate added risk or one-time impacts to earnings, much like household chores versus a sudden home renovation.

open market financial

"The above-listed transactions were conducted in the ordinary course of business on the open market for cash"

An open market is a system where buying and selling of goods, services, or financial assets happen freely without restrictions or special controls. For investors, it means they can trade assets easily and quickly, which helps determine fair prices based on supply and demand. This environment encourages transparency and competition, making it easier to buy or sell with confidence.

Schedule 13D regulatory

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

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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 Avenue North, Suite 350
Birmingham, AL, 35203
(205) 383-4763

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

04/09/2026

(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 2.	Identity and Background
Item 3.	Source and Amount of Funds or Other Consideration
Item 4.	Purpose of Transaction
Item 5.	Interest in Securities of the Issuer
(a)	The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person's cover page to this Schedule 13D, are based on a total of 85,880,982 shares of Common Stock issued and 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. All of the share numbers reported herein are as of April 13, 2026, unless otherwise indicated. Each Reporting Person's cover page to this Schedule 13D is incorporated by reference into this Item 5(a, b). The Reporting Persons, in the aggregate, beneficially own 11,106,648 shares of Common Stock of the Issuer, representing approximately 12.9% of such class of securities. The beneficial ownership of each Reporting Person is as follows: (i) the Fund beneficially owns 11,106,548 shares of Common Stock representing approximately 12.9% of the class; (ii) the GP, as the sole general partner of the Fund, beneficially owns 11,106,648 shares of Common Stock representing approximately 12.9% of the class; (iii) Mr. Kissel, as a managing partner of the GP, beneficially owns 11,106,648 shares of Common Stock representing approximately 12.9% of the class; and (iv) Mr. MacArthur, as a managing partner of the GP, beneficially owns 11,106,648 shares of Common Stock representing approximately 12.9% of the class.
(b)	Each of the Fund and the GP has the sole power to vote and dispose of the shares of Common Stock beneficially owned by such entity (as described above). Each of Mr. Kissel and Mr. MacArthur has the shared power to vote and dispose of the shares of Common Stock beneficially owned by such person (as described above). The filing of this statement shall not be construed as an admission by any Reporting Person that such person is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this statement.
(c)	Except as otherwise described in this Schedule 13D, no Reporting Person, other than the Fund as set forth in the table below, effected any transaction in the Common Stock since April 3, 2026 (the date of the filing of Amendment No. 1 to the Schedule 13D): Fund: Date of Shares Purchase Price Purchase Purchased per Share ($) (#) 04/07/26 350,000 $2.42 04/08/26 484,720 $2.57 04/09/26 78,991 $2.68 The above-listed transactions were conducted in the ordinary course of business on the open market for cash, and the purchase prices do not reflect brokerage commissions paid.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 7.	Material to be Filed as Exhibits.

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:	04/13/2026

Forager Capital Management, LLC

Signature:	/s/ Robert MacArthur
Name/Title:	Managing Partner
Date:	04/13/2026

Edward Kissel

Signature:	/s/ Edward Kissel
Name/Title:	Managing Partner
Date:	04/13/2026

Robert MacArthur

Signature:	/s/ Robert MacArthur
Name/Title:	Managing Partner
Date:	04/13/2026

FAQ

What ownership stake does Forager report in Repay Holdings (RPAY)?

Forager and related reporting persons report beneficial ownership of 11,106,648 Repay Holdings shares, equal to about 12.9% of the Class A common stock. This percentage is based on 85,880,982 shares outstanding as of March 4, 2026.

How many Repay (RPAY) shares did Forager recently buy and at what prices?

Forager Fund recently bought 350,000 RPAY shares at $2.42, 484,720 shares at $2.57, and 78,991 shares at $2.68. All purchases were made on the open market for cash and exclude brokerage commissions.

Who has voting and dispositive power over the Repay (RPAY) shares?

Forager Fund and Forager Capital Management have sole power to vote and dispose of the shares they beneficially own. Edward Kissel and Robert MacArthur share voting and dispositive power through their roles as managing partners of the general partner.

What is the total Repay (RPAY) share count used to calculate Forager’s 12.9% stake?

The reported 12.9% beneficial ownership is calculated using 85,880,982 Repay common shares issued and outstanding as of March 4, 2026, as disclosed in Repay’s Form 10-K for the year ended December 31, 2025.

Which entities and individuals are reporting Repay (RPAY) ownership on this Schedule 13D/A?

The filing lists Forager Fund, L.P., Forager Capital Management, LLC, and individuals Edward Kissel and Robert MacArthur as reporting persons. Each reports beneficial ownership tied to the same 11,106,648 Repay common shares.