Priority Technology CTO awarded 60,138 RSUs

PRTH’s chief technology officer received a 60,138-unit RSU grant and had 5,268 shares withheld to cover tax obligations, with 12,681 common shares remaining held directly.

Rhea-AI Filing Summary

Priority Technology Holdings, Inc. (PRTH) reported that Chief Technology Officer Yi Sun had two equity-related transactions. On February 18, 2026, 5,268 shares of common stock were returned to the issuer at $5.50 per share as shares withheld to satisfy tax obligations, leaving 12,681 shares of common stock held directly. Separately, on February 5, 2026, Yi Sun received a grant of 60,138 restricted stock units, each representing one share of common stock, which vest in three equal installments of 20,046 units on February 5, 2027, 2028, and 2029, subject to continued employment.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Sun Yi

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock F1	5,268	$5.50	$29K
Grant/Award	Restricted Stock Unit F2, F3	60,138	--	--

Holdings After Transaction: Restricted Stock Unit — 60,138 contracts (Direct); Common Stock — 12,681 shares (Direct)

Footnotes (3)

1. F1. Shares withheld to satisfy tax obligations.
2. F2. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
3. F3. On February 5, 2026, the Reporting Person was granted 60,138 restricted stock units. 60,138 vest subject to the Reporting Person's continued service as an employee of the Issuer as follows: 20,046 on February 5, 2027; 20,046 on February 5, 2028; and 20,046 on February 5, 2029.

Key Figures

Common shares disposed to issuer: 5,268 shares Disposition price per share: $5.50 per share Common shares held after disposition: 12,681 shares +2 more

5 metrics

Common shares disposed to issuer 5,268 shares Disposition to issuer on February 18, 2026; shares withheld to satisfy tax obligations

Disposition price per share $5.50 per share Price for 5,268 shares of common stock disposed to issuer on February 18, 2026

Common shares held after disposition 12,681 shares Direct holdings of common stock following the February 18, 2026 transaction

Restricted stock units granted 60,138 units RSU grant to Yi Sun on February 5, 2026, each unit representing one share of common stock

Annual RSU vesting tranche 20,046 units Number of RSUs scheduled to vest on each of February 5, 2027; February 5, 2028; and February 5, 2029

Key Terms

Restricted Stock Unit, withheld to satisfy tax obligations, contingent right to receive one share, continued service as an employee

4 terms

Restricted Stock Unit financial

"The Reporting Person was granted 60,138 restricted stock units."

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

withheld to satisfy tax obligations financial

"Shares withheld to satisfy tax obligations."

contingent right to receive one share financial

"Each restricted stock unit represents a contingent right to receive one share"

continued service as an employee financial

"60,138 vest subject to the Reporting Person's continued service as an employee"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award did PRTH grant to its Chief Technology Officer Yi Sun?

PRTH granted 60,138 restricted stock units to Chief Technology Officer Yi Sun on February 5, 2026. Each unit represents one share of common stock and vests in three equal tranches of 20,046 units on February 5, 2027, 2028, and 2029, subject to continued employment.

How do Yi Sun’s new RSUs at PRTH vest over time?

The 60,138 RSUs vest in three equal installments, with 20,046 units vesting on each of February 5, 2027, February 5, 2028, and February 5, 2029. Vesting is conditioned on Yi Sun’s continued service as an employee of Priority Technology Holdings, Inc.

What PRTH share disposition did Yi Sun report on February 18, 2026?

On February 18, 2026, Yi Sun reported a disposition of 5,268 shares of PRTH common stock back to the issuer at $5.50 per share. A footnote states these shares were withheld to satisfy tax obligations, rather than sold in an open-market transaction.

How many PRTH common shares does Yi Sun hold directly after the reported tax withholding?

After the February 18, 2026 disposition, Yi Sun directly holds 12,681 shares of PRTH common stock. The 5,268-share disposition was to the issuer and is described as shares withheld to satisfy tax obligations.

Does the PRTH Form 4/A indicate trades under a Rule 10b5-1 plan?

No. The Form 4/A indicates that the Rule 10b5-1 checkbox is not checked, and there is no footnote stating that the transactions were made pursuant to a Rule 10b5-1 trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/16/2026 - 08:57 PM Accepted by SEC EDGAR 09/16/2026 - 08:56 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Sun Yi

(Last) (First) (Middle)

C/O PRIORITY TECHNOLOGY HOLDINGS, INC.

2001 WESTSIDE PARKWAY, SUITE 155

(Street)

ALPHARETTA GEORGIA 30004

(City) (State) (Zip)

UNITED STATES

(Country)

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 Technology Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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

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

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

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		D(1)		5,268	D	$5.5	12,681	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	(2)	02/05/2026		A		60,138		(3)	(3)	Common Stock	0	(2)	60,138	D

Explanation of Responses:

1. Shares withheld to satisfy tax obligations.

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

3. On February 5, 2026, the Reporting Person was granted 60,138 restricted stock units. 60,138 vest subject to the Reporting Person's continued service as an employee of the Issuer as follows: 20,046 on February 5, 2027; 20,046 on February 5, 2028; and 20,046 on February 5, 2029.

Remarks:

	/s/ Bradley J. Miller (Attorney-In-Fact)	09/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)