Priority Technology CFO settles 93K RSUs

Q: What insider transactions did PRTH’s CFO report on September 19, 2026?

The CFO reported settlement of RSUs into 61,727 and 31,496 common shares and a disposition of 27,352 common shares back to the issuer at $5.83 per share to cover tax obligations.

Q: Why were 27,352 PRTH shares disposed of by the CFO?

The filing states that 27,352 PRTH common shares were disposed of in a transaction coded as a disposition to the issuer, with a footnote clarifying these shares were withheld to satisfy tax obligations at $5.83 per share.

Q: What are the vesting terms of the CFO’s 2023 PRTH RSU grant?

The CFO’s September 19, 2023 grant of 185,185 RSUs vests subject to continued employment: 61,729 on September 19, 2024; 61,729 on September 19, 2025; and 61,727 on September 19, 2026.

Q: What are the vesting terms of the CFO’s 2024 PRTH RSU grant?

The September 19, 2024 grant of 94,488 RSUs vests subject to continued employment: 31,496 on September 19, 2025; 31,496 on September 19, 2026; and 31,496 on September 19, 2027.

Q: Was a Rule 10b5-1 trading plan used for these PRTH insider transactions?

No. The filing’s Rule 10b5-1 indicator is false, and there is no footnote stating that the transactions were made under a Rule 10b5-1 or other pre-arranged trading plan.

PRTH’s CFO received common shares from vested RSUs, with a portion of the stock withheld to cover tax obligations.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Priority Technology Holdings, Inc. (PRTH) reported that Chief Financial Officer Tim O'Leary settled restricted stock units (RSUs) into common stock on September 19, 2026. RSUs covering 61,727 and 31,496 shares converted into an equal number of common shares, and 27,352 common shares were returned to the issuer at $5.83 per share to satisfy tax obligations. Each RSU represents a contingent right to receive one share of common stock, with these units vesting based on prior grants made in September 2023 and September 2024. No Rule 10b5-1 trading plan is reported for these transactions.

Insights

Analyzing...

Insider Trade Summary

93,223 shares exercised/converted

Exercise 5 txns

Insider O'Leary Tim

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit ^{F1, F3}	61,727	$0.00	$0.00
Exercise	Restricted Stock Unit ^{F1, F4}	31,496	$0.00	$0.00
Exercise	Common Stock ^F1	61,727	--	--
Exercise	Common Stock ^F1	31,496	--	--
Disposition	Common Stock ^F2	27,352	$5.83	$159K

Holdings After Transaction: Restricted Stock Unit — 31,496 contracts (Direct); Common Stock — 329,286 shares (Direct)

Footnotes (4)

F1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
F2. Shares withheld to satisfy tax obligations.
F3. On September 19, 2023, the Reporting Person was granted 185,185 restricted stock units. 185,185 vest subject to the Reporting Person's continued service as an employee of the Issuer as follows: 61,729 on September 19, 2024; 61,729 on September 19, 2025; and 61,727 on September 19, 2026.
F4. On September 19, 2024, the Reporting Person was granted 94,488 restricted stock units. 94,488 vest subject to the Reporting Person's continued service as an employee of the Issuer as follows: 31,496 on September 19, 2025; 31,496 on September 19, 2026; and 31,496 on September 19, 2027.

Key Figures

RSUs converted to common stock: 93,223 shares First RSU tranche converted: 61,727 shares Second RSU tranche converted: 31,496 shares +4 more

7 metrics

RSUs converted to common stock 93,223 shares Total RSUs settled into PRTH common stock on September 19, 2026

First RSU tranche converted 61,727 shares Common shares received from 2023 RSU grant on September 19, 2026

Second RSU tranche converted 31,496 shares Common shares received from 2024 RSU grant on September 19, 2026

Shares withheld for taxes 27,352 shares Common shares disposed to issuer to satisfy tax obligations

Price per share for tax withholding $5.83 per share Disposition of 27,352 common shares to issuer

2023 RSU grant size 185,185 RSUs Grant to CFO on September 19, 2023

2024 RSU grant size 94,488 RSUs Grant to CFO on September 19, 2024

Key Terms

Restricted Stock Unit, Disposition to issuer, contingent right, tax obligations

4 terms

Restricted Stock Unit financial

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

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 coded as a disposition to the issuer at $5.83 per share"

contingent right financial

"represents a contingent right to receive one share of the Issuer's common"

tax obligations financial

"Shares withheld to satisfy tax obligations."

FAQ

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

What insider transactions did PRTH’s CFO report on September 19, 2026?

The CFO reported settlement of RSUs into 61,727 and 31,496 common shares and a disposition of 27,352 common shares back to the issuer at $5.83 per share to cover tax obligations.

How many PRTH restricted stock units did the CFO convert into common stock?

On September 19, 2026, the CFO converted RSUs into a total of 93,223 common shares of PRTH, consisting of 61,727 shares from a 2023 grant and 31,496 shares from a 2024 grant.

Why were 27,352 PRTH shares disposed of by the CFO?

The filing states that 27,352 PRTH common shares were disposed of in a transaction coded as a disposition to the issuer, with a footnote clarifying these shares were withheld to satisfy tax obligations at $5.83 per share.

What are the vesting terms of the CFO’s 2023 PRTH RSU grant?

The CFO’s September 19, 2023 grant of 185,185 RSUs vests subject to continued employment: 61,729 on September 19, 2024; 61,729 on September 19, 2025; and 61,727 on September 19, 2026.

What are the vesting terms of the CFO’s 2024 PRTH RSU grant?

The September 19, 2024 grant of 94,488 RSUs vests subject to continued employment: 31,496 on September 19, 2025; 31,496 on September 19, 2026; and 31,496 on September 19, 2027.

Was a Rule 10b5-1 trading plan used for these PRTH insider transactions?

No. The filing’s Rule 10b5-1 indicator is false, and there is no footnote stating that the transactions were made under a Rule 10b5-1 or other pre-arranged trading plan.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 09/22/2026 - 04:47 PM Accepted by SEC EDGAR 09/22/2026 - 04:47 PM

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^*

O'Leary Tim

(Last)

(First)

(Middle)

C/O PRIORITY TECHNOLOGY HOLDINGS

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/19/2026		M		61,727	A	⁽¹⁾	325,142	D
Common Stock	09/19/2026		M		31,496	A	⁽¹⁾	356,638	D
Common Stock	09/19/2026		D⁽²⁾		27,352	D	$5.83	329,286	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	09/19/2026		M			61,727	⁽³⁾	⁽³⁾	Common Stock	61,727	$0	0	D
Restricted Stock Unit	⁽¹⁾	09/19/2026		M			31,496	⁽⁴⁾	⁽⁴⁾	Common Stock	31,496	$0	31,496	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 September 19, 2023, the Reporting Person was granted 185,185 restricted stock units. 185,185 vest subject to the Reporting Person's continued service as an employee of the Issuer as follows: 61,729 on September 19, 2024; 61,729 on September 19, 2025; and 61,727 on September 19, 2026.

4. On September 19, 2024, the Reporting Person was granted 94,488 restricted stock units. 94,488 vest subject to the Reporting Person's continued service as an employee of the Issuer as follows: 31,496 on September 19, 2025; 31,496 on September 19, 2026; and 31,496 on September 19, 2027.

Remarks:

	/s/ Bradley J. Miller, Attorney-in-Fact	09/22/2026
	** 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)

Source: View Original Filing on SEC EDGAR