Priority Technology director acquires 4,296 shares

The 17,182-unit award was scheduled to vest in four 25% installments, subject to continued service as a director.

Rhea-AI Filing Summary

Priority Technology Holdings, Inc. director Michael Passilla reported conversion of 4,296 restricted stock units into 4,296 common shares on October 1, 2026. On the same date, 1,159 common shares were withheld for tax obligations at a reported $7.80 per share. The reported post-transaction position includes 4,294 restricted stock units. Posillipo Ventures, Inc., a limited liability company of which Passilla is a managing member, held 76,052 common shares indirectly. No Rule 10b5-1 plan is reported.

Insider Trade Summary

4,296 shares exercised/converted

Exercise 4 txns

Insider Passilla Michael

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit F1, F4	4,296	$0.00	$0.00
Exercise	Common Stock F1	4,296	--	--
Disposition	Common Stock F2	1,159	$7.80	$9K
holding	Common Stock F3	--	--	--

Holdings After Transaction: Restricted Stock Unit — 4,294 contracts (Direct); Common Stock — 140,593 shares (Direct); Common Stock — 76,052 shares (Indirect, see footnote)

Footnotes (4)

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. Shares acquired by Posillipo Ventures, Inc., a limited liability company of which the reporting person is a managing member.
4. F4. 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

Restricted stock units converted: 4,296 restricted stock units Common shares acquired: 4,296 common shares Shares withheld for tax obligations: 1,159 common shares +4 more

7 metrics

Restricted stock units converted 4,296 restricted stock units October 1, 2026

Common shares acquired 4,296 common shares October 1, 2026

Shares withheld for tax obligations 1,159 common shares October 1, 2026

Reported price per share $7.80 per share Shares withheld for tax obligations on October 1, 2026

Restricted stock units following conversion 4,294 restricted stock units Reported post-transaction position

Indirect common-share holding 76,052 common shares Held by Posillipo Ventures, Inc.

Restricted stock units granted 17,182 restricted stock units Granted February 5, 2026

Key Terms

Restricted Stock Unit, vest, withheld to satisfy tax obligations, managing member

4 terms

Restricted Stock Unit financial

"Each restricted stock unit represents a contingent right"

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.

vest financial

"vest 25% on April 1, 2026"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

withheld to satisfy tax obligations financial

"Shares withheld to satisfy tax obligations."

managing member financial

"of which the reporting person is a managing member"

A managing member is an owner of a limited liability company (LLC) who also has the authority and responsibility to run the company’s day-to-day operations and make business decisions on behalf of the LLC. For investors, this matters because the managing member holds the key decision-making power and accountability—like a team captain who both owns part of the team and calls the plays—which affects strategy, risk, and how quickly the company can act.

FAQ

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

What were the vesting terms of Michael Passilla's PRTH restricted stock unit grant?

Michael Passilla was granted 17,182 restricted stock units on February 5, 2026, scheduled to vest 25% on April 1, July 1, and October 1, 2026, and January 1, 2027, subject to his continued service as a director.

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

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Available on EDGAR 10/05/2026 - 01:34 PM Accepted by SEC EDGAR 10/05/2026 - 01:33 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^*

Passilla Michael

(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)
10/01/2026

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	10/01/2026		M		4,296	A	(1)	141,752	D
Common Stock	10/01/2026		D(2)		1,159	D	$7.8	140,593	D
Common Stock								76,052	I	see footnote(3)

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)	10/01/2026		M			4,296	(4)	(4)	Common Stock	4,296	$0	4,294	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. Shares acquired by Posillipo Ventures, Inc., a limited liability company of which the reporting person is a managing member.

4. 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	10/05/2026
	** 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)