Repay Holdings Corp

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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April 19, 2024​

Dear Stockholder:

On behalf of the Board of Directors, we cordially invite you to attend the Annual Meeting of Stockholders of Repay Holdings Corporation, which will be held virtually on Thursday, May 30, 2024, commencing at 10:00 a.m., Eastern Time. To attend the Annual Meeting, you must register in advance atwww.viewproxy.com/Repay/2024. The meeting can be accessed through the link you receive following registration, where you will be able to listen to the meeting live, submit questions and vote online. Questions related to the Annual Meeting or voting matters can also be submitted in advance by email tovirtualmeeting@viewproxy.com or by telephone at 1-866-612-8937. The matters to be acted upon at the meeting are described in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.

We would like to take this opportunity to highlight some important updates and achievements for Repay this year:

2023 Business Highlights

In 2023, Repay delivered strong results across our key metrics, while lapping the divestiture of Blue Cow Software, Inc. on February 15, 2023. Throughout the year, we executed on our strategic initiatives to streamline the organization, improve our implementation processes, and enhance our payment technology for our clients. Our focus on profitable growth led to an improvement in free cash flow generation, and we utilized our share repurchase program to buyback $2.5 million of Class A shares during the year. We are committed to creating value for our stockholders with a disciplined approach to capital allocation towards organic growth, maintaining a strong balance sheet, and evaluating strategic, accretive M&A opportunities.

Governance Updates

In 2022 and 2023, we continued to engage with our stockholders at investor conferences and private meetings. In part as a result of feedback received from those meetings, in 2022, our Board of Directors and the Nominating and Corporate Governance Committee determined that it was in the best interest of our stockholders to declassify our Board of Directors resulting in a fully declassified Board of Directors by the 2024 Annual Meeting. This year, all of our directors will be up for re-election. We also adopted a new clawback policy which generally requires reimbursement or forfeiture of any excess incentive compensation received by an executive during the three fiscal years immediately preceding any accounting restatement.

All of our stockholders of record at the close of business on April 8, 2024 are entitled to attend and vote at the Annual Meeting. If you were a beneficial holder as of the record date (i.e., you hold your shares in “street name” through an intermediary, such as a bank or broker), you must show proof of ownership to attend the Annual Meeting, and you must obtain a legal proxy, executed in your favor, from the holder of record in order to vote at the Annual Meeting.

In order to attend or vote at the Annual Meeting, you must register in advance atwww.viewproxy.com/Repay/2024 prior to the deadline of May 28, 2024 at 11:59 p.m., Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique link and password that will allow you access to the meeting, to submit questions during the meeting and to vote at the meeting. You will not be able to attend the Annual Meeting in person.

Your vote on the business to be considered at the meeting is important, regardless of the number of shares you own. Whether or not you plan to attend the meeting, please submit your proxy or voting instructions using one of the voting methods described in the accompanying Proxy Statement so that your shares may be represented at the meeting. Submitting your proxy or voting instructions by any of these methods will not affect your right to attend the virtual meeting and for stockholders of record to vote your shares at the virtual meeting if you wish to do so.

On behalf of the Board of Directors, we would like to thank you for your continued support and investment in Repay.

Sincerely yours,

John Morris

Chief Executive Officer and Director

Peter Kight

Chairman

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, MAY 30, 2024

Notice is hereby given that the Annual Meeting of Stockholders of Repay Holdings Corporation, a Delaware corporation, will be held virtually on Thursday, May 30, 2024, at 10:00 a.m., Eastern Time. The meeting can be accessed through the link provided following registration where you will be able to listen to the meeting live, submit questions and vote online. If you plan to attend the virtual Annual Meeting, please see the instructions beginning on page 2 of the attached Proxy Statement. You will be required to register in advance atwww.viewproxy.com/Repay/2024 prior to the deadline of May 28, 2024 at 11:59 p.m., Eastern Time in order to attend the meeting. There will be no physical location for stockholders to attend. Stockholders only may participate by logging in via the link provided using the password you receive following registration. We believe that a virtual Annual Meeting provides greater access to those who want to attend, and therefore have chosen this format over an in-person meeting.

At the Annual Meeting, stockholders will be asked to consider and vote upon the following proposals:

To elect nine directors for terms expiring at the 2025 Annual Meeting of Stockholders;

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To approve, on a non-binding advisory basis, the compensation of our named executive officers (as defined in this Proxy Statement);

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To approve and adopt an amendment and restatement of our Omnibus Incentive Plan (the “Second Amended and Restated Plan”);

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To ratify the appointment of Grant Thornton, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

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To transact such other business as may properly come before the meeting or any adjournment thereof.

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Our Board of Directors recommends that you vote “FOR” each of the nominees for directors (Proposal One), “FOR” the approval of the compensation of our named executive officers (Proposal Two), “FOR” the approval of the Second Amended and Restated Plan (Proposal Three) and “FOR” ratification of the proposed independent registered public accounting firm (Proposal Four).

Our Board of Directors has fixed the close of business on April 8, 2024 as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournments. For a period of 10 days ending on the day before the Annual Meeting, a list of such stockholders will be available for inspection by any stockholder at our principal executive offices during normal business hours.

If you were a beneficial holder as of April 8, 2024 (i.e., you hold your shares in “street name” through an intermediary, such as a bank or broker), you must obtain a legal proxy, executed in your favor, from the holder of record in order to vote at the Annual Meeting.

We encourage you to access the Annual Meeting before the start time of 10:00 a.m., Eastern Time, on May 30, 2024. Please allow ample time for online check-in, which will begin at 9:30 a.m., Eastern Time, on May 30, 2024.

Whether or not you plan to attend the virtual Annual Meeting, our Board of Directors urges you to read the attached Proxy Statement and submit a proxy or voting instructions for your shares via the internet or by telephone, or complete, date, sign and return your proxy card or voting instruction form in the pre-addressed, postage-paid envelope provided. We encourage you to submit your proxy or voting instructions via the internet, which is convenient, helps reduce the environmental impact of our Annual Meeting and saves us significant postage and processing costs. For instructions on how to submit your proxy or voting instructions, please refer to “General Information — Voting Methods” beginning on page 3 of the attached Proxy Statement.

By Order of the Board of Directors,

Tyler B. Dempsey

General Counsel and Secretary

Atlanta, Georgia

April 19, 2024