Director at Priority Technology (PRTH) granted 17,182 restricted stock units

Rhea-AI Filing Summary

Priority Technology Holdings, Inc. director Michael Passilla received an equity award of 17,182 restricted stock units on February 5, 2026. Each unit represents a right to receive one share of common stock.

The award vests in four equal 25% installments on April 1, 2026, July 1, 2026, October 1, 2026, and January 1, 2027, contingent on his continued service as a director. Following this grant, he holds 17,182 restricted stock units directly, 131,200 common shares directly, and 76,052 common shares indirectly through Posillipo Ventures, Inc., a limited liability company of which he is a managing member.

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
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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^*

Passilla Michael

(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								131,200	D
Common Stock								76,052	I	see footnote(1)

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)	02/05/2026		A		17,182		(3)	(3)	Common Stock	17,182	$0	17,182	D

Explanation of Responses:

1. Shares acquired by Posillipo Ventures, Inc., a limited liability company of which the reporting person is a managing member.

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	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 Michael Passilla report?

Michael Passilla reported receiving 17,182 restricted stock units of Priority Technology Holdings on February 5, 2026. These units are a form of equity compensation that convert into common shares over time, aligning his interests with shareholders through future stock ownership as they vest.

How do the new restricted stock units for PRTH vest?

The 17,182 restricted stock units vest in four equal installments. Vesting occurs 25% on April 1, 2026, 25% on July 1, 2026, 25% on October 1, 2026, and 25% on January 1, 2027, conditioned on Michael Passilla’s continued service as a director.

What PRTH shareholdings does Michael Passilla report after this Form 4?

After this filing, Michael Passilla reports three types of holdings: 17,182 restricted stock units directly, 131,200 shares of PRTH common stock held directly, and 76,052 common shares held indirectly through Posillipo Ventures, Inc., a limited liability company associated with him as managing member.

Who holds the indirect PRTH shares tied to Michael Passilla?

The 76,052 indirectly held PRTH shares are owned by Posillipo Ventures, Inc. This is described as a limited liability company of which Michael Passilla is a managing member, meaning those shares are attributed to an entity associated with him rather than to him personally.

What does each PRTH restricted stock unit represent in this grant?

Each restricted stock unit represents a right to one PRTH common share. Once the vesting conditions are met, each unit converts into a share of Priority Technology Holdings common stock, giving the director actual share ownership instead of just a contingent equity claim.

What role does Michael Passilla hold at Priority Technology Holdings (PRTH)?

Michael Passilla is identified as a director of Priority Technology Holdings. The Form 4 indicates the relationship as “Director,” and the reported equity grant and holdings relate to his service on the company’s board rather than to an executive officer position.