S-8

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Non-accelerated filer

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S-8 1 d33564ds8.htm S-8 S-8

As filed with the Securities and Exchange Commission on June 16, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

REPAY HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

98-1496050

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

3060 Peachtree Road NW

Suite 1100

Atlanta, GA 30305

(404) 504-7472

(Address of Principal Executive Offices) (Zip Code)

Restricted Stock Employment Inducement Award Agreement (Morrow)

Performance-Based Restricted Stock Units Employment Inducement Award Agreement (TSR) (Morrow)

Performance-Based Restricted Stock Units Employment Inducement Award Agreement (Adjusted EBITDA) (Morrow)

(Full title of the plan)

Tyler B. Dempsey, Esq.

General Counsel

3060 Peachtree Road NW

Suite 1100

Atlanta, GA 30305

(404) 504-7472

(Name and address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David W. Ghegan, Esq.

Heather M. Ducat, Esq.

Troutman Pepper Locke LLP

600 Peachtree Street, NE

Suite 3000

Atlanta, Georgia 30308

(404) 885-3000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Repay Holdings Corp. (the “Registrant” or the “Company”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), to register 781,248 shares (the “Shares”) of the Company’s Class A common stock, $0.0001 par value per share, consisting of (i) 260,416 Shares which were issued under a restricted stock award (the “RSAs”) granted to Matthew E. Morrow pursuant and subject to a Restricted Stock Employment Inducement Award Agreement, dated May 12, 2026 (the “RSA Plan”), (ii) 260,416 Shares that may be issued upon the vesting and settlement of 130,208 performance-based restricted stock units (the “TSR PSUs”) granted to Mr. Morrow pursuant and subject to a Performance-Based Restricted Stock Units Employment Inducement Award Agreement (TSR), dated May 12, 2026 (the “TSR PSU Plan”), and (iii) 260,416 Shares that may be issued upon the vesting and settlement of 130,208 performance-based restricted stock units (together with the RSAs and TSR PSUs, the “Inducement Awards”) granted to Mr. Morrow pursuant and subject to a Performance-Based Restricted Stock Units Employment Inducement Award Agreement (Adjusted EBITDA), dated May 12, 2026 (together with the RSA Plan and the TSR PSU Plan, the “Plans”), as a material inducement to Mr. Morrow entering into employment with the Company in reliance on the employment inducement exemption provided under the Nasdaq Listing Rule 5635(c)(4). The Inducement Awards are subject to vesting and forfeiture restrictions in accordance with the terms of the Plans. The Inducement Awards were approved by the compensation committee of the board of directors of the Company and were granted outside of the Company’s equity incentive plans.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of the Instructions to the Registration Statement on Form S-8 will be sent or given to the participant in the Plans covered by this Registration Statement, as applicable and as required by Rule 428(b)(1) promulgated under the Securities Act. Such documents need not be filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The following documents filed with the SEC by the Registrant pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference, to the extent that such documents are considered filed with the SEC:

•

The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 9, 2026, as amended by Amendment No. 1 to the Annual Report on Form 10-K/A, filed with the SEC on April 30, 2026 (File No. 001-38531).

•

The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the SEC on May 4, 2026 (File No. 001-38531).

•

The Registrant’s Current Reports on Form 8-K, filed with the SEC on February 12, 2026, February 25, 2026, March 31, 2026, April 14, 2026, June 1, 2026, June 12, 2026 and June 15, 2026 (excluding those portions furnished pursuant to Item 2.02 and Item 7.01, if applicable) (File No. 001-38531).

•

The description of the Registrant’s securities contained in our Registration Statement on Form 8-A (File No. 001-38531), filed with the SEC on June 15, 2018, including any amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents, to the extent such documents are considered filed with the SEC.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

You may request copies of these documents, at no cost to you, by writing or telephoning us at the below address. Exhibits to the filings, however, will not be sent, unless those exhibits have specifically been incorporated by reference in this document:

Repay Holdings Corporation

3060 Peachtree Road NW

Suite 1100

Atlanta, GA 30305

(404) 504-7472

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Certain legal matters with respect to the validity of the shares of common stock registered hereby will be passed upon for the Company by Tyler B. Dempsey, Esq., General Counsel. Mr. Dempsey is paid a salary by the Company, is a participant in various employee benefit plans offered to the Company’s employees and beneficially owns, or has rights to acquire, an aggregate of less than one percent of the shares of the Company’s Class A common stock.

Item 6.

Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the registrant. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise. The registrant’s Certificate of Incorporation and Bylaws provide for indemnification by the registrant of its directors and officers to the fullest extent permitted by the DGCL.

Section 102(b)(7) of the DGCL permits a corporation to provide in its Certificate of Incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions or (4) for any transaction from which the director derived an improper personal benefit. The registrant’s Certificate of Incorporation provides for such limitation of liability to the fullest extent permitted by the DGCL.

The registrant has entered into indemnification agreements with each of its directors and executive officers to provide contractual indemnification in addition to the indemnification provided in our Certificate of Incorporation. Each indemnification agreement provides for indemnification and advancements by the registrant of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to the registrant or, at our request, service to other entities, as officers or directors to the maximum extent permitted by applicable law. The registrant believes that these provisions and agreements are necessary to attract qualified directors.

The registrant also maintains standard policies of insurance under which coverage is provided (1) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, while acting in their capacity as directors and officers of the registrant, and (2) to the registrant with respect to payments which may be made by the registrant to such officers and directors pursuant to any indemnification provision contained in the registrant’s Certificate of Incorporation and Bylaws or otherwise as a matter of law.

Item 7.

Exemption From Registration Claimed.

Not applicable.

Item 8.

Exhibits.


Exhibit		Description

4.1		Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K (File No. 001-38531), filed with the SEC on July 17, 2019).

4.2		Amendment to Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (File No. 001-38531), filed with the SEC on June 9, 2022).

4.3		Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.3 of the Company’s Form 10-Q (File No. 001-38531), filed with the SEC on Augus 8, 2024).

4.4		Certificate of Designation for Series A Junior Participating Preferred Stock of Repay Holdings Corporation (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (File No. 001-38531), filed with the SEC on April 14, 2026).

4.5		Stockholder Rights Agreement, dated as of April 13, 2026, by and between Repay Holdings Corporation and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K (File No. 001-38531), filed with the SEC on April 14, 2026).

4.6*		Form of Restricted Stock Employment Inducement Award Agreement.

4.7*		Form of Performance-Based Restricted Stock Units Employment Inducement Award Agreement (TSR).

4.8*		Form of Performance-Based Restricted Stock Units Employment Inducement Award Agreement (Adjusted EBITDA).

5.1*		Opinion of Tyler B. Dempsey, Esq.

23.1*		Consent of Grant Thornton LLP.

23.2		Consent of Tyler B. Dempsey, Esq. (included in Exhibit 5.1).

24.1		Power of Attorney (contained on the signature page hereto).

107*		Filing Fee Table.

*	Filed herewith.

Item 9.

Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act; and

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on June 16, 2026.


REPAY HOLDINGS CORPORATION

By:		/s/ John Morris
Name:		John Morris
Title:		Chief Executive Officer

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints John Morris and Tyler B. Dempsey or any of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ John Morris	Chief Executive Officer and Director	June 16, 2026
John Morris	(Principal Executive Officer)

/s/ Robert S. Houser	Chief Financial Officer	June 16, 2026
Robert S. Houser	(Principal Financial Officer)

/s/ Thomas Sullivan	Chief Accounting Officer	June 16, 2026
Thomas Sullivan	(Principal Accounting Officer)

/s/ Peter Kight	Chairman of the Board	June 16, 2026
Peter Kight

/s/ Paul Garcia	Director	June 16, 2026
Paul Garcia

/s/ Maryann Goebel	Director	June 16, 2026
Maryann Goebel

/s/ Richard Thornburgh	Director	June 16, 2026
Richard Thornburgh

/s/ Emnet Rios	Director	June 16, 2026
Emnet Rios

SEC Form S-8 filed by Repay Holdings Corporation