PRTH (PRTH) strategy chief converts 20,513 RSUs into common stock award

Rhea-AI Filing Summary

Priority Technology Holdings Chief Strategy Officer Sean Kiewiet reported an equity award vesting and conversion. On February 18, 2026, 20,513 restricted stock units vested and were exercised into 20,513 shares of common stock at a price of $0.00 per share.

Each restricted stock unit represents the right to receive one share of common stock. These units are part of a 61,539-unit grant awarded on November 21, 2025, scheduled to vest in three equal installments in 2026, 2027, and 2028, contingent on 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

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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^*

Kiewiet Sean

(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)
	Chief Strategy Officer

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	(1)	732,366	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, Attorney-in-Fact	02/20/2026
	** 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.
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FAQ

What insider transaction did PRTH executive Sean Kiewiet report on this Form 4?

Sean Kiewiet reported the vesting and exercise of 20,513 restricted stock units into 20,513 shares of Priority Technology Holdings common stock at $0.00 per share on February 18, 2026, reflecting a scheduled equity award conversion rather than an open-market stock purchase.

How many restricted stock units did PRTH grant to Sean Kiewiet and how do they vest?

Priority Technology Holdings granted Sean Kiewiet 61,539 restricted stock units on November 21, 2025. They are scheduled to vest in three equal tranches of 20,513 units each on February 18, 2026, 2027, and 2028, conditioned on his continued employment with the company.

What does each PRTH restricted stock unit held by Sean Kiewiet represent?

Each restricted stock unit reported by Sean Kiewiet represents a contingent right to receive one share of Priority Technology Holdings common stock. As units vest, they convert into common shares, as shown by the 20,513 units exercised into 20,513 shares on February 18, 2026.

Did Sean Kiewiet buy or sell PRTH shares in the open market in this Form 4?

No open-market buy or sell activity is shown. The Form 4 reports an exercise or conversion of 20,513 restricted stock units into 20,513 common shares at $0.00 per share, reflecting vesting of an existing equity grant rather than a discretionary market trade.

How many PRTH common shares did Sean Kiewiet own after the reported transaction?

After converting 20,513 restricted stock units into common shares, Sean Kiewiet held 732,366 shares of Priority Technology Holdings common stock directly. The Form 4 also shows 41,026 restricted stock units remaining following the derivative transaction on February 18, 2026.