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

On December 6, 2021, the Board of Directors (the "Board") of Repay Holdings Corporation (the "Company") appointed Emnet Rios as a director of the Company, effective January 1, 2022.

Ms. Rios has over 20 years of experience in the financial services and technology industries leading the Finance, HR and Operations functions for enterprise, early stage and hyper-growth organizations. Her track record includes driving significant capital raising, M&A, restructuring and change management initiatives. She is currently chief financial and chief operating officer of Digital Asset, which designs and delivers distributed ledger technology products for the financial services, healthcare, supply chain and insurance industries. Previously, Ms. Rios spent over 10 years at NatWest (formerly The Royal Bank of Scotland) and began her career at IBM.

As a non-employee director of the Company, Ms. Rios is eligible to participate in the Company's compensation arrangements for non-employee directors, as described in the Company's annual proxy statement filed with the Securities and Exchange Commission on July 9, 2021. On January 1, 2022, she will receive an initial annual equity award of restricted stock units valued at $170,000.

There is no arrangement or understanding between Ms. Rios and any other person pursuant to which she was selected as a director of the Company. Additionally, there is no family relationship between any director or executive officer of the Company and Ms. Rios. There are no transactions to which the Company is or was a participant and in which Ms. Rios has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

On December 6, 2021, the Company issued a press release announcing the appointment of Ms. Rios to the Board. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



   Exhibit No.                                        Description
99.1                    Press Release dated December 6, 2021

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

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