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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 21, 2025

 

 

REPAY HOLDINGS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-38531

98-1496050

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

3060 Peachtree Road NW

Suite 1100

 

Atlanta, Georgia

 

30305

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 404 504-7472

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

 

RPAY

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 21, 2025, Timothy J. Murphy notified Repay Holdings Corporation (the “Company”) of his decision to resign as Chief Financial Officer of the Company, effective May 15, 2025. Mr. Murphy’s resignation is for personal reasons and is not the result of any dispute or disagreement with the Company or its Board of Directors, including any matters relating to the Company’s operations, polices, accounting practices or financial reporting.

 

The Company intends to conduct an executive search for a new Chief Financial Officer. In the interim, Thomas E. Sullivan has been appointed to serve as the Company’s Interim Chief Financial Officer, effective upon Mr. Murphy’s departure. Mr. Sullivan, age 39, joined the Company in November 2018 and has served as the Company’s Chief Accounting Officer since September 2021. From November 2018 to September 2021, Mr. Sullivan served as the Company’s Vice President, Corporate Controller. Prior to joining the Company, from September 2014 to November 2018, Mr. Sullivan served as Vice President and Corporate Controller of GreenSky.

 

On April 25, 2025, the Company issued a press release announcing Mr. Murphy’s departure. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

 

 

 

(d) Exhibits

Exhibit No.

Description

99.1

 

Press Release dated April 25, 2025

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Repay Holdings Corporation

Dated: April 25, 2025

By:

/s/ Tyler B. Dempsey

Tyler B. Dempsey

General Counsel

 


EX-99.1 2 rpay-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

REPAY Announces Chief Financial Officer Transition

 

ATLANTA--(BUSINESS WIRE)—April 25, 2025-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of integrated payment processing solutions, today announced that Tim Murphy will be stepping down from his role as Chief Financial Officer to pursue an opportunity outside of the payments industry with a private equity-backed company. Mr. Murphy has served as the Chief Financial Officer of REPAY since 2014, and helped guide the company to its successful public listing in 2019 while also completing eleven acquisitions during his tenure. Mr. Murphy will remain with the Company until May 15, 2025 to help facilitate a smooth transition. Upon his departure from the Company, Thomas Sullivan will be appointed as Interim Chief Financial Officer until a permanent replacement can be identified. Mr. Sullivan is currently the Company’s Chief Accounting Officer.

 

“We are incredibly grateful to Tim for his many contributions to REPAY over the last eleven plus years,” said John Morris, CEO of REPAY. “His unique combination of skills has been essential as REPAY’s first Chief Financial Officer, as both a private and a public company. We wish him well in all his future endeavors, and we are now focused on conducting a search process for the right candidate to continue leading our financial organization.”

 

“I want to thank John and the entire REPAY team, along with REPAY’s Board of Directors, for their partnership and contributions since I joined in 2014,” said Tim Murphy. “I have nothing but respect and admiration for the organization and the people who have made my time here extremely meaningful, and I look forward to watching their success in the future.”

 

 

About REPAY

REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.

 

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about REPAY’s executive search plans. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond REPAY’s control, including, without limitation, the factors described in REPAY’s reports filed with the U.S. Securities and Exchange Commission. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information.

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Contacts

Investor Relations for REPAY: ir@repay.com Media Relations for REPAY: Kristen Hoyman khoyman@repay.com


 

 

Source: Repay Holdings Corporation