Priority Technology (PRTH) grants COO Ram Ranjana 77,320 restricted stock units

Rhea-AI Filing Summary

Priority Technology Holdings Chief Operating Officer Ram Ranjana received a grant of 77,320 restricted stock units on February 5, 2026. Each unit represents the right to receive one share of common stock. The award vests in three annual installments through February 2029, conditioned on continued employment.

Following this grant, Ranjana directly holds 77,320 restricted stock units and 686,389 shares of Priority Technology common stock. The award has no purchase price and is structured as stock-based compensation tied to long-term service with the company.

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^*

Ram Ranjana

(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 Operating Officer

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								686,389	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)	02/05/2026		A		77,320		(2)	(2)	Common Stock	77,320	$0	77,320	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 February 5, 2026, the Reporting Person was granted 77,320 restricted stock units which vest as follows: [25,774 on February 5, 2027, 25,773 on February 5, 2028, and 25,773 on February 5, 2029] subject to the Reporting Person's continued employment with 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 equity award did Priority Technology (PRTH) grant to its COO Ram Ranjana?

Priority Technology granted Chief Operating Officer Ram Ranjana 77,320 restricted stock units on February 5, 2026. Each unit converts into one share of common stock, functioning as stock-based compensation that aligns his interests with long-term company performance and continued service.

How do Ram Ranjana’s 77,320 restricted stock units at PRTH vest over time?

The 77,320 restricted stock units vest in three annual tranches starting in 2027. 25,774 units vest on February 5, 2027, and 25,773 units vest on each of February 5, 2028 and February 5, 2029, subject to his continued employment with Priority Technology.

How many PRTH common shares does COO Ram Ranjana own after this transaction?

After the reported transaction, Ram Ranjana directly owns 686,389 shares of Priority Technology common stock. In addition, he holds 77,320 restricted stock units, each representing a contingent right to receive one additional common share if and when the units vest.

What was the price and transaction code for Ram Ranjana’s PRTH restricted stock unit grant?

The restricted stock unit grant to Ram Ranjana was reported with transaction code “A”, indicating an award. The grant price per unit was $0.00, reflecting that it was issued as compensation rather than purchased on the open market or via an exercise transaction.

Is Ram Ranjana’s ownership in PRTH reported as direct or indirect on this Form 4?

Ram Ranjana’s holdings are reported as directly owned. Both the 686,389 shares of Priority Technology common stock and the 77,320 restricted stock units are listed with ownership form “D” for direct, with no noted indirect entities or special beneficial ownership footnote disclosures.