Priority Technology (PRTH) GC and CRO gains shares from RSU vesting

Rhea-AI Filing Summary

Priority Technology Holdings, Inc. insider Bradley J. Miller, the General Counsel and Chief Risk Officer, reported acquiring shares through the vesting of restricted stock units. On February 18, 2026, 20,513 restricted stock units converted into 20,513 shares of common stock at a price of $0.00 per share. Following these transactions, Miller directly held 26,413 common shares and 41,026 restricted stock units. The reported restricted stock units are part of a 61,539-unit grant awarded on November 21, 2025, scheduled to vest in three equal installments on February 18 of 2026, 2027, and 2028, subject to continued employment.

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

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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^*

MILLER BRADLEY J

(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)
	General Counsel and CRO

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

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

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		20,513	A	$0	264,133	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			20,513	(2)	(2)	Common Stock	20,513	$0	41,026	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 61,539 restricted stock units which vest as follows: [20,513 on February 18, 2026, 20,513 on February 18, 2027, and 20,513 on February 18, 2028] subject to the Reporting Person's continued employment with the Issuer.

Remarks:

	/s/ Bradley J. Miller	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 executive Bradley J. Miller report on this Form 4?

Bradley J. Miller reported an acquisition of shares through restricted stock units converting into common stock. On February 18, 2026, 20,513 restricted stock units vested and became 20,513 common shares at a stated price of $0.00 per share.

How many Priority Technology (PRTH) common shares does Bradley J. Miller hold after this transaction?

After the reported transaction, Bradley J. Miller directly holds 26,413 shares of Priority Technology common stock. This figure reflects his ownership following the February 18, 2026 conversion of 20,513 restricted stock units into an equivalent number of common shares.

What is the vesting schedule for Bradley J. Miller’s PRTH restricted stock units?

Bradley J. Miller’s grant of 61,539 restricted stock units vests in three equal installments. Footnotes state 20,513 units vest on February 18, 2026, another 20,513 on February 18, 2027, and the final 20,513 on February 18, 2028, contingent on continued employment.

How many restricted stock units does Bradley J. Miller hold in PRTH after this Form 4?

Following the February 18, 2026 vesting, Bradley J. Miller holds 41,026 restricted stock units. These remaining units represent the unvested portion of his original 61,539-unit grant, which is scheduled to vest in two future equal annual installments.

Was Bradley J. Miller’s PRTH Form 4 transaction a market purchase or sale?

The reported Form 4 does not show a market purchase or sale. Instead, it records an exercise or conversion of restricted stock units into common shares at a transaction price of $0.00 per share, reflecting equity compensation vesting rather than open-market trading.

What role does Bradley J. Miller hold at Priority Technology (PRTH) in this Form 4?

Bradley J. Miller is identified as an officer of Priority Technology Holdings, Inc. His listed title is General Counsel and Chief Risk Officer, indicating senior responsibility for the company’s legal affairs and risk management functions alongside his equity compensation reported on the Form 4.