PRTH director exercises RSUs, covers tax with shares

Priority Technology Holdings, Inc. director Davis Marietta reported compensation-related equity activity.

Rhea-AI Filing Summary

Priority Technology Holdings, Inc. director Davis Marietta reported compensation-related equity activity. He exercised restricted stock units into 4,296 shares of common stock at no cash cost. Of these, 1,168 shares were returned to the company at $4.72 per share to satisfy tax obligations, leaving him with 83,548 common shares held directly after the transactions.

The filing also notes a prior grant of 17,182 restricted stock units on February 5, 2026, scheduled to vest in four equal installments on April 1, 2026, July 1, 2026, October 1, 2026, and January 1, 2027, subject to his continued service as a director.

Insider Trade Summary

4,296 shares exercised/converted

Exercise 3 txns

Insider Davis Marietta

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	4,296	$0.00	$0.00
Exercise	Common Stock	4,296	$0.00	$0.00
Disposition	Common Stock	1,168	$4.72	$6K

Holdings After Transaction: Restricted Stock Unit — 12,886 contracts (Direct); Common Stock — 83,548 shares (Direct)

Footnotes (3)

1. F1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
2. F2. Shares withheld to satisfy tax obligations.
3. F3. On February 5, 2026, the Reporting Person was granted 17,182 restricted stock units which vest 25% on April 1, 2026, 25% on July 1, 2026, 25% on October 1, 2026, and 25% on January 1, 2027 subject to the Reporting Person's continued service as a director of the Issuer.

Key Figures

RSUs exercised: 4,296 units/shares Shares withheld for taxes: 1,168 shares Withholding price: $4.72 per share +2 more

5 metrics

RSUs exercised 4,296 units/shares Restricted stock units converted to common stock on April 1, 2026

Shares withheld for taxes 1,168 shares Common shares returned to issuer to satisfy tax obligations

Withholding price $4.72 per share Price for 1,168 shares disposed of to issuer

Shares held after transactions 83,548 shares Direct common stock holdings following April 1, 2026 activity

New RSU grant 17,182 units Grant on February 5, 2026, vesting in four 25% installments

Key Terms

Restricted Stock Unit, Disposition to issuer, tax obligations, continued service as a director

4 terms

Restricted Stock Unit financial

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

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.

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

tax obligations financial

"Shares withheld to satisfy tax obligations."

continued service as a director financial

"subject to the Reporting Person's continued service as a director of the Issuer."

FAQ

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

What insider transaction did PRTH director Davis Marietta report?

Davis Marietta exercised restricted stock units into 4,296 Priority Technology Holdings common shares. The transaction reflects equity compensation becoming shares, not an open-market purchase, and is part of his ongoing compensation as a director of the company.

How many PRTH shares does Davis Marietta hold after this Form 4?

After the reported transactions, Davis Marietta directly holds 83,548 shares of Priority Technology Holdings common stock. This figure reflects both the RSU conversion into shares and the shares returned to the issuer to cover associated tax obligations.

Were any PRTH shares disposed of in this Form 4 filing?

Yes. The filing shows 1,168 common shares were disposed of back to Priority Technology Holdings at $4.72 per share. The footnotes state these shares were withheld specifically to satisfy tax obligations tied to the equity award.

What is the size and schedule of Davis Marietta’s recent PRTH RSU grant?

On February 5, 2026, Davis Marietta received 17,182 restricted stock units from Priority Technology Holdings. These units vest in four equal 25% installments on April 1, July 1, October 1, 2026, and January 1, 2027, contingent on his continued service as a director.

Does this PRTH Form 4 show an open-market stock purchase or sale?

The Form 4 does not report any open-market purchase or sale. It shows an RSU conversion into 4,296 shares and a separate disposition of 1,168 shares back to the issuer, explicitly described as shares withheld to cover tax obligations.

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

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Accepted by SEC EDGAR 04/03/2026 - 09:06 AM 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^*

Davis Marietta

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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)

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	04/01/2026		M		4,296	A	(1)	84,716	D
Common Stock	04/01/2026		D(2)		1,168	D	$4.72	83,548	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)	04/01/2026		M			4,296	(3)	(3)	Common Stock	4,296	$0	12,886	D

Explanation of Responses:

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

2. Shares withheld to satisfy tax obligations.

3. On February 5, 2026, the Reporting Person was granted 17,182 restricted stock units which vest 25% on April 1, 2026, 25% on July 1, 2026, 25% on October 1, 2026, and 25% on January 1, 2027 subject to the Reporting Person's continued service as a director of the Issuer.

Remarks:

	/s/ Bradley J. Miller, Attorney-in-Fact	04/03/2026
	** 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)