Priority Technology (PRTH) CAO acquires 3,847 shares from RSU vesting

Rhea-AI Filing Summary

Priority Technology Holdings, Inc. Chief Accounting Officer Rajiv Kumar reported the vesting and exercise of restricted stock units into common shares. On February 18, 2026, 3,847 restricted stock units were converted, resulting in the acquisition of 3,847 shares of common stock at a price of $0.00 per share.

These units are part of an 11,539 restricted stock unit grant awarded on November 21, 2025, which vests in three annual installments: 3,847 units on February 18, 2026, and 3,846 units on each of February 18, 2027 and February 18, 2028, subject to continued employment. After these transactions, Kumar directly holds 7,692 restricted stock units and 49,921 shares of common stock.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kumar Rajiv

(Last) (First) (Middle)

C/O PRIORITY TECHNOLOGY HOLDINGS, INC.

2001 WESTSIDE PARKWAY, SUITE 155

(Street)

ALPHARETTA GA 30004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Priority Technology Holdings, Inc. [ PRTH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/18/2026		M		3,847	A	(1)	49,921	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	02/18/2026		M			3,847	(2)	(2)	Common Stock	3,847	$0	7,692	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

2. On November 21, 2025, the Reporting Person was granted 11,539 restricted stock units which vest as follows: [3,847 on February 18, 2026, 3,846 on February 18, 2027, and 3,846 on February 18, 2028] subject to the Reporting Person's continued employment with the Issuer.

Remarks:

	Rajiv Kumar	02/20/2026
	/s/ Bradley J. Miller (Attorney-In-Fact)	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did PRTH Chief Accounting Officer Rajiv Kumar report?

Rajiv Kumar reported the vesting and exercise of 3,847 restricted stock units into 3,847 shares of Priority Technology common stock at $0.00 per share. This reflects conversion of previously granted equity, not an open-market purchase or sale of shares.

How many restricted stock units were originally granted to PRTH’s Rajiv Kumar?

Rajiv Kumar was granted 11,539 restricted stock units on November 21, 2025. The award vests in three annual tranches, contingent on his continued employment with Priority Technology Holdings, Inc., spreading equity compensation over several years.

What is the vesting schedule for Rajiv Kumar’s PRTH restricted stock units?

The 11,539 restricted stock units vest as 3,847 units on February 18, 2026, and 3,846 units on both February 18, 2027 and February 18, 2028. Vesting is conditioned on Kumar’s continued employment with Priority Technology.

How many PRTH restricted stock units does Rajiv Kumar hold after this Form 4/A?

Following the reported transaction, Rajiv Kumar directly holds 7,692 restricted stock units in Priority Technology Holdings, Inc. These remaining units are scheduled to vest in future years under the original award terms, assuming continued employment.

How many PRTH common shares does Rajiv Kumar own after the reported transaction?

After the February 18, 2026 conversion, Rajiv Kumar directly owns 49,921 shares of Priority Technology common stock. This reflects the addition of 3,847 shares from restricted stock unit vesting at a stated price of $0.00 per share.

Does the PRTH Form 4/A show Rajiv Kumar buying or selling shares on the market?

The filing shows an exercise and conversion of restricted stock units into common shares, not an open-market purchase or sale. Transaction code “M” indicates derivative exercise, and the price per share is reported as $0.00.