Director at Priority Technology (PRTH) awarded 17,182 RSUs in grant

Rhea-AI Filing Summary

Priority Technology Holdings director Marc A. Crisafulli received a new equity award in the form of restricted stock units. On February 5, 2026, he was granted 17,182 RSUs at a price of $0 per unit. These RSUs convert one-for-one into common shares as they vest.

The RSUs vest in four equal installments of 25% on April 1, 2026, July 1, 2026, October 1, 2026, and January 1, 2027, contingent on his continued service as a director. After this grant, he directly beneficially owns 87,806 shares of Priority Technology 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

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^*

CRISAFULLI MARC A

(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)

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

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

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								87,806	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)	02/05/2026		A		17,182		(2)	(2)	Common Stock	17,182	$0	17,182	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 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	02/09/2026
	** 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.

FAQ

What insider transaction did PRTH director Marc A. Crisafulli report?

Marc A. Crisafulli reported receiving 17,182 restricted stock units in Priority Technology on February 5, 2026. Each RSU represents a contingent right to receive one share of common stock if the vesting and continued service conditions are satisfied.

How many restricted stock units did the PRTH director receive and at what price?

The director received 17,182 restricted stock units at a stated price of $0 per unit. These units are a form of stock-based compensation that will settle in shares of common stock as they vest over the specified schedule.

What is the vesting schedule for Marc A. Crisafulli’s PRTH RSU grant?

The 17,182 RSUs vest in four equal 25% installments on April 1, 2026, July 1, 2026, October 1, 2026, and January 1, 2027. Vesting is conditioned on his continued service as a director of Priority Technology Holdings.

How many PRTH common shares does the director own after this RSU grant?

Following the reported transaction, Marc A. Crisafulli beneficially owns 87,806 shares of Priority Technology common stock directly. This figure reflects his holdings after the RSU award disclosed in the Form 4 insider trading report.

What does each PRTH restricted stock unit represent in this Form 4 filing?

Each restricted stock unit represents a contingent right to receive one share of Priority Technology’s common stock. The units convert into shares only as vesting milestones are met and the director continues serving on the company’s board.

Is this PRTH insider transaction a grant or a sale of shares?

This insider transaction is a grant of 17,182 restricted stock units to director Marc A. Crisafulli. It is not a sale of existing shares but an equity compensation award that may settle in new common shares as vesting conditions are fulfilled.