Priority Technology Holdings (PRTH) director exercises 4,296 RSUs, disposes 1,168 shares for taxes

Rhea-AI Filing Summary

Priority Technology Holdings director Davis Marietta exercised 4,296 restricted stock units into 4,296 shares of common stock on July 1, 2026. In connection with this vesting, 1,168 shares were disposed of at $6.67 per share to satisfy tax obligations. After this conversion, 8,590 restricted stock units are reported as held directly. Footnotes state these RSUs come from a 17,182-unit grant awarded on February 5, 2026 that vests in four 25% tranches through January 1, 2027.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Davis Marietta

Role Director

Sold 1,168 shs ($8K)

Approx. gross sale proceeds $8K

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit F2, F3	4,296	$0.00	$0.00
Exercise	Common Stock	4,296	$0.00	$0.00
Sale	Common Stock F1	1,168	$6.67	$8K

Holdings After Transaction: Restricted Stock Unit — 8,590 shares (Direct); Common Stock — 86,676 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 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 Common shares acquired: 4,296 shares Shares disposed for taxes: 1,168 shares +3 more

6 metrics

RSUs exercised 4,296 units Restricted stock units converted to common stock on July 1, 2026

Common shares acquired 4,296 shares Shares of common stock received from RSU conversion on July 1, 2026

Shares disposed for taxes 1,168 shares Shares disposed of at $6.67 per share to satisfy tax obligations

Sale price per share $6.67 Per-share price for 1,168 shares disposed on July 1, 2026

RSUs reported after transaction 8,590 units Restricted stock unit holdings reported following the July 1, 2026 conversion

RSUs granted 17,182 units Grant to the reporting person on February 5, 2026, vesting in four 25% tranches

Key Terms

Restricted Stock Unit, contingent right, tax obligations, continued service as a director

4 terms

Restricted Stock Unit financial

"Security titled Restricted Stock Unit with 4,296 units exercised on July 1, 2026"

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.

contingent right financial

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

tax obligations financial

"Footnote explains shares were withheld to satisfy tax obligations"

continued service as a director financial

"RSU vesting is subject to the Reporting Person's continued service as a director"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/23/2026 - 02:59 PM Accepted by SEC EDGAR 07/23/2026 - 02:59 PM Learn about SEC filing dates

FAQ

What insider transactions did PRTH director Davis Marietta report on July 1, 2026?

Davis Marietta reported exercising 4,296 restricted stock units into an equal number of Priority Technology common shares on July 1, 2026. In the same event, 1,168 shares were disposed of at $6.67 per share to satisfy related tax obligations.

How many Priority Technology (PRTH) RSUs did Davis Marietta exercise and what did they convert into?

Marietta exercised 4,296 restricted stock units, each representing a contingent right to one share. These RSUs converted into 4,296 shares of Priority Technology common stock as of July 1, 2026, reflecting equity compensation vesting for board service.

How many PRTH shares were disposed of to cover taxes from Davis Marietta’s RSU vesting?

To cover tax obligations from the RSU vesting, 1,168 common shares of Priority Technology were disposed of at $6.67 per share. A footnote specifies that these shares were withheld to satisfy tax liabilities associated with the equity compensation event.

What ongoing RSU holdings does PRTH director Davis Marietta report after these transactions?

After the July 1, 2026 RSU conversion, Marietta reports holding 8,590 restricted stock units directly. These RSUs are linked by footnote to a 17,182-unit grant awarded on February 5, 2026, vesting in four equal 25% installments through January 1, 2027.

What is the size and vesting schedule of Davis Marietta’s RSU grant at Priority Technology (PRTH)?

Footnotes state Marietta received a grant of 17,182 restricted stock units on February 5, 2026. The grant vests in four equal 25% tranches on April 1, July 1, and October 1, 2026, and January 1, 2027, subject to continued service as a director.

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)
07/01/2026

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	07/01/2026		M		4,296	A	$0	87,844	D
Common Stock	07/01/2026		S(1)		1,168	D	$6.67	86,676	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)	07/01/2026		M			4,296	(3)	(3)	Common Stock	4,296	$0	8,590	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 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	07/23/2026
	** 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)