Priority Technology director exercises RSUs, nets shares

Priority Technology Holdings director Michael Passilla reported the conversion of 4,296 restricted stock units into the same number of common shares on July 1, 2026.

Rhea-AI Filing Summary

Priority Technology Holdings director Michael Passilla reported the conversion of 4,296 restricted stock units into the same number of common shares on July 1, 2026. 1,168 of these shares were withheld to satisfy tax obligations at $6.67. After the transaction he directly holds 8,590 RSUs and indirectly holds 76,052 common shares through Posillipo Ventures, Inc. A prior grant of 17,182 RSUs vests in four 25% installments between April 1, 2026 and January 1, 2027.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 4 txns

Insider Passilla Michael

Role Director

Sold 1,168 shs ($8K)

Approx. gross sale proceeds $8K

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit F1, F4	4,296	$0.00	$0.00
Exercise	Common Stock F1	4,296	$0.00	$0.00
Sale	Common Stock F2	1,168	$6.67	$8K
holding	Common Stock F3	--	--	--

Holdings After Transaction: Restricted Stock Unit — 8,590 contracts (Direct); Common Stock — 137,456 shares (Direct); Common Stock — 76,052 shares (Indirect, see footnote)

Footnotes (4)

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. Shares acquired by Posillipo Ventures, Inc., a limited liability company of which the reporting person is a managing member.
4. F4. 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 converted to common stock: 4,296 shares Shares withheld for taxes: 1,168 shares Tax withholding price: $6.67 per share +3 more

6 metrics

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

Shares withheld for taxes 1,168 shares Shares withheld to satisfy tax obligations at $6.67 on July 1, 2026

Tax withholding price $6.67 per share Per-share value applied to 1,168 withheld shares

RSUs directly held after transaction 8,590 units Restricted stock units directly held following the July 1, 2026 conversion

Indirect common shares 76,052 shares Common stock indirectly held through Posillipo Ventures, Inc.

RSU grant size 17,182 units Restricted stock units granted on February 5, 2026

Key Terms

Restricted Stock Unit, indirect ownership, withheld to satisfy tax obligations, vest 25%

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.

indirect ownership financial

"Common stock reported as indirectly owned through Posillipo Ventures, Inc."

withheld to satisfy tax obligations financial

"Shares withheld to satisfy tax obligations"

vest 25% financial

"restricted stock units which vest 25% on April 1, 2026, 25% on July 1, 2026"

FAQ

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

What insider transactions did Michael Passilla report at Priority Technology (PRTH) on July 1, 2026?

On July 1, 2026, director Michael Passilla reported converting 4,296 restricted stock units into common stock of Priority Technology Holdings (PRTH). Of those shares, 1,168 were withheld to satisfy tax obligations at $6.67 per share, and his direct RSU holdings rose to 8,590 units.

How many Priority Technology (PRTH) shares did Passilla acquire through RSU conversion?

Passilla acquired 4,296 shares of Priority Technology common stock through the conversion of restricted stock units. Each RSU represents a right to receive one share, so 4,296 RSUs became 4,296 common shares as of July 1, 2026, before any tax withholding.

How many PRTH shares were withheld for Michael Passilla’s taxes and at what price?

To cover tax obligations, 1,168 shares of Priority Technology (PRTH) common stock were withheld in connection with the RSU conversion. The withholding was valued at $6.67 per share, reflecting the per-share price applied to those withheld shares on July 1, 2026.

What RSU grant and vesting schedule did PRTH disclose for director Michael Passilla?

On February 5, 2026, Passilla was granted 17,182 restricted stock units by Priority Technology (PRTH). These RSUs vest in four equal 25% installments on April 1, July 1, and October 1, 2026, and January 1, 2027, conditioned on his continued service as a director.

How many Priority Technology (PRTH) shares does Passilla indirectly hold through Posillipo Ventures?

Passilla indirectly holds 76,052 shares of Priority Technology (PRTH) common stock through Posillipo Ventures, Inc. The filing notes these shares were acquired by that limited liability company, of which he is a managing member, and are reported as indirectly owned.

Were Michael Passilla’s PRTH transactions reported under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not marked, so the July 1, 2026 transactions are not reported as occurring under a pre-arranged 10b5-1 plan. The only disposition involved 1,168 shares withheld to satisfy tax obligations on vested RSUs.

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

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Available on EDGAR 07/23/2026 - 03:06 PM Accepted by SEC EDGAR 07/23/2026 - 03:06 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^*

Passilla Michael

(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(1)	138,624	D
Common Stock	07/01/2026		S(2)		1,168	D	$6.67	137,456	D
Common Stock								76,052	I	see footnote(3)

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)	07/01/2026		M			4,296	(4)	(4)	Common Stock	4,296	$0	8,590	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. Shares acquired by Posillipo Ventures, Inc., a limited liability company of which the reporting person is a managing member.

4. 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)