Priority Technology (PRTH) CFO nets shares after RSU vesting and tax sale

Rhea-AI Filing Summary

Priority Technology Holdings Chief Financial Officer Tim O'Leary reported multiple equity transactions dated September 19, 2025. Several tranches of previously granted restricted stock units (RSUs) vested and were converted into shares of common stock, reflecting long-term equity awards tied to his continued employment.

On that date, 61,729, 49,751 and 31,496 RSUs were exercised into the same number of common shares at an exercise price of $0. The filing also shows 63,681 common shares were disposed of at $7.48 per share, with a footnote stating these shares were withheld to satisfy tax obligations. After these transactions, O'Leary beneficially owned 217,261 shares of common stock directly, along with remaining RSUs scheduled to vest in future years.

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^*

O'Leary Tim

(Last) (First) (Middle)

C/O PRIORITY TECHNOLOGY HOLDINGS

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

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	09/19/2025		M		61,729	A	(1)	199,695	D
Common Stock	09/19/2025		M		49,751	A	(1)	249,446	D
Common Stock	09/19/2025		M		31,496	A	(1)	280,942	D
Common Stock	09/19/2025		D(2)		63,681	D	$7.48	217,261	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)	09/19/2025		M			61,729	(3)	(3)	Common Stock	61,729	$0	61,727	D
Restricted Stock Unit	(1)	09/19/2025		M			49,751	(4)	(4)	Common Stock	49,751	$0	0	D
Restricted Stock Unit	(1)	09/19/2025		M			31,496	(5)	(5)	Common Stock	31,496	$0	62,992	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 September 19, 2023, the Reporting Person was granted 185,185 restricted stock units. 185,185 vest subject to the Reporting Person's continued service as an employee of the Issuer as follows: 61,729 on September 19, 2024; 61,729 on September 19, 2025; and 61,727 on September 19, 2026.

4. On September 19, 2022, the Reporting Person was granted 149,254 restricted stock units. 149,254 vest subject to the Reporting Person's continued service as an employee of the Issuer as follows: 49,752 on September 19, 2023; 49,751 on September 19, 2024; and 49,751 on September 19, 2025.

5. On September 19, 2024, the Reporting Person was granted 94,488 restricted stock units. 94,488 vest subject to the Reporting Person's continued service as an employee of the Issuer as follows: 31,496 on September 19, 2025; 31,496 on September 19, 2026; and 31,496 on September 19, 2027.

Remarks:

	/s/ Bradley J. Miller, Attorney-in-Fact	01/29/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did PRTH CFO Tim O'Leary report?

Tim O'Leary, CFO of Priority Technology Holdings (PRTH), reported RSU vesting and related stock movements on September 19, 2025. Several restricted stock units converted into common shares, and some shares were disposed of to cover associated tax obligations, according to the Form 4 filing details and footnotes.

How many PRTH restricted stock units vested for the CFO on September 19, 2025?

On September 19, 2025, the CFO had 61,729, 49,751 and 31,496 restricted stock units vest into the same number of common shares. These RSUs came from grants awarded in 2022, 2023 and 2024, each vesting over several years contingent on continued employment.

How many Priority Technology (PRTH) shares did the CFO dispose of and at what price?

The Form 4 shows the CFO disposed of 63,681 shares of Priority Technology common stock at $7.48 per share. A footnote states the shares were withheld to satisfy tax obligations arising from RSU vesting, rather than representing an open-market discretionary sale.

How many PRTH shares does the CFO beneficially own after these transactions?

Following the September 19, 2025 transactions, the CFO beneficially owned 217,261 shares of Priority Technology common stock directly. The filing also lists outstanding restricted stock units that remain unvested, scheduled to convert into additional shares in future years if service conditions are met.

What RSU grants underpin Tim O'Leary’s equity in Priority Technology (PRTH)?

The filing describes RSU grants of 185,185 units in 2023, 149,254 units in 2022, and 94,488 units in 2024. Each grant vests in equal annual installments over three years, contingent on the CFO’s continued service with Priority Technology Holdings.