Priority Technology director receives 4,296 shares

The director's reported entries pair a 4,296-unit conversion with 1,159 shares withheld for taxes.

Rhea-AI Filing Summary

Marietta Davis, a director of Priority Technology Holdings, Inc. (PRTH), converted 4,296 restricted stock units into 4,296 common shares on October 1, 2026. A further 1,159 common shares were withheld to satisfy tax obligations, at a reported $7.80 per share. The reported position after the conversion included 4,294 restricted stock units. No Rule 10b5-1 plan is reported.

Insider Trade Summary

4,296 shares exercised/converted

Exercise 3 txns

Insider Davis Marietta

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit F1, F3	4,296	$0.00	$0.00
Exercise	Common Stock F1	4,296	--	--
Disposition	Common Stock F2	1,159	$7.80	$9K

Holdings After Transaction: Restricted Stock Unit — 4,294 contracts (Direct); Common Stock — 89,813 shares (Direct)

Footnotes (3)

1. F1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
2. F2. Shares withheld to satisfy tax obligations.
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

Restricted stock units converted: 4,296 restricted stock units Common shares acquired: 4,296 shares Common shares withheld: 1,159 shares +3 more

6 metrics

Restricted stock units converted 4,296 restricted stock units October 1, 2026

Common shares acquired 4,296 shares Conversion on October 1, 2026

Common shares withheld 1,159 shares Withheld to satisfy tax obligations on October 1, 2026

Reported price per share $7.80 per share Shares withheld to satisfy tax obligations

Restricted stock units following conversion 4,294 restricted stock units Reported position after the October 1, 2026 transaction

Restricted stock units granted 17,182 restricted stock units Granted February 5, 2026

Key Terms

restricted stock unit, contingent right, vest

3 terms

restricted stock unit technical

"Each restricted stock unit represents a contingent right"

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 technical

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

vest technical

"which vest 25% on April 1, 2026"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

FAQ

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

How many PRTH shares did director Marietta Davis receive from RSUs?

Marietta Davis converted 4,296 restricted stock units into 4,296 common shares on October 1, 2026. The reported position after the conversion included 4,294 restricted stock units.

How many PRTH shares were withheld for Marietta Davis's taxes?

1,159 common shares were withheld to satisfy tax obligations on October 1, 2026, at a reported price of $7.80 per share.

What were the vesting terms for Marietta Davis's PRTH restricted stock units?

Davis was granted 17,182 restricted stock units on February 5, 2026. They vest in four 25% installments on April 1, July 1, and October 1, 2026, and January 1, 2027, subject to her continued service as a director.

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

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Available on EDGAR 10/05/2026 - 01:46 PM Accepted by SEC EDGAR 10/05/2026 - 01:45 PM Learn about SEC filing dates

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)
10/01/2026

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	10/01/2026		M		4,296	A	(1)	90,972	D
Common Stock	10/01/2026		D(2)		1,159	D	$7.8	89,813	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)	10/01/2026		M			4,296	(3)	(3)	Common Stock	4,296	$0	4,294	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 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	10/05/2026
	** 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)