Priority Technology Holdings (PRTH) CAO reports RSU conversion into 67,645 shares

Rhea-AI Filing Summary

Priority Technology Holdings, Inc. Chief Accounting Officer Rajiv Kumar reported the vesting and conversion of restricted stock units into common shares on January 5, 2026. Three blocks of restricted stock units were converted at an exercise price of $0 per unit, delivering 12,500, 8,333, and 12,500 shares of common stock, respectively. Each restricted stock unit represents a right to receive one share of common stock.

These units relate to prior equity awards granted in 2022 and 2024, which vest over multiple years based on continued employment. After the reported transactions, Kumar directly owned 67,645 shares of Priority Technology Holdings common stock.

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^*

Kumar Rajiv

(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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

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	01/05/2026		M		12,500	A	(1)	46,812	D
Common Stock	01/05/2026		M		8,333	A	(1)	55,145	D
Common Stock	01/05/2026		M		12,500	A	(1)	67,645	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)	01/05/2026		M			12,500	(2)	(2)	Common Stock	12,500	$0	0	D
Restricted Stock Unit	(1)	01/05/2026		M			8,333	(3)	(3)	Common Stock	8,333	$0	0	D
Restricted Stock Unit	(1)	01/05/2026		M			12,500	(4)	(4)	Common Stock	12,500	$0	25,000	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 January 5, 2022, the Reporting Person was granted 50,000 restricted stock units. 50,000 vest subject to the Reporting Person's continued service as an employee of the Issuer as follows: 12,500 on January 5, 2023; 12,500 on January 5, 2024;12,500 on January 5, 2025; and 12,500 on January 5, 2026.

3. On January 5, 2022, the Reporting Person was granted 25,000 restricted stock units. 25,000 vest subject to the Reporting Person's continued service as an employee of the Issuer as follows: 8,334 on January 5, 2024; 8,333 on January 5, 2025; and 8,333 on January 5, 2026.

4. On January 5, 2024, the Reporting Person was granted 50,000 restricted stock units. 50,000 vest subject to the Reporting Person's continued service as an employee of the Issuer as follows: 12,500 on January 5, 2025; 12,500 on January 5, 2026; 12,500 on January 5, 2027; and 12,500 on January 5, 2028.

Remarks:

	Rajiv Kumar	01/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did PRTH disclose in this Form 4?

The filing reports that Chief Accounting Officer Rajiv Kumar had restricted stock units convert into shares of Priority Technology Holdings, Inc. common stock on January 5, 2026, with no cash exercise price.

How many PRTH restricted stock units vested and converted on January 5, 2026?

On January 5, 2026, 12,500, 8,333, and 12,500 restricted stock units converted into the same number of Priority Technology Holdings common shares, all at an exercise price of $0 per unit.

How many PRTH shares does Rajiv Kumar own after these transactions?

Following the conversions reported in the Form 4, Rajiv Kumar directly owned 67,645 shares of Priority Technology Holdings, Inc. common stock.

What do the PRTH restricted stock unit footnotes explain?

The footnotes state that each restricted stock unit represents a right to receive one share of common stock and describe grants of 50,000, 25,000, and 50,000 units made in 2022 and 2024, which vest over several years based on continued service.

Were any PRTH common shares sold in this Form 4 filing?

The reported transactions use code M, indicating the exercise or conversion of derivative securities (restricted stock units) into common stock. The filing does not list any sale transactions in the provided tables.

What role does Rajiv Kumar hold at Priority Technology Holdings (PRTH)?

According to the filing, Rajiv Kumar is an officer of Priority Technology Holdings, Inc. and serves as the company’s Chief Accounting Officer.