Director at Priority Technology Holdings (PRTH) granted 17,182 RSUs

Rhea-AI Filing Summary

Main Clayton James reported acquisition or exercise transactions in this Form 4 filing.

Priority Technology Holdings, Inc. reported that director Clayton James Main received a grant of 17,182 restricted stock units (RSUs) on February 5, 2026. Each RSU represents a contingent right to receive one share of the company’s common stock.

The RSUs vest in four equal 25% installments on April 1, 2026, July 1, 2026, October 1, 2026, and January 1, 2027, subject to his continued service as a director. After this grant, he holds 17,182 RSUs directly.

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
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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^*

Main Clayton James

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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

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		17,182		(2)	(2)	Common Stock	17,182	$0	17,182	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 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)	02/20/2026
	** 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 insider transaction did Priority Technology Holdings (PRTH) report on this Form 4?

Priority Technology Holdings reported a grant of 17,182 restricted stock units to director Clayton James Main. The RSUs were awarded on February 5, 2026 and represent deferred equity compensation rather than an open-market purchase or sale of common stock.

How many restricted stock units were granted to the PRTH director?

Director Clayton James Main received 17,182 restricted stock units. Each unit represents a contingent right to one share of Priority Technology Holdings common stock, providing equity-based compensation that aligns his interests with shareholders over a defined vesting schedule through early 2027.

What is the vesting schedule for the 17,182 PRTH restricted stock units?

The 17,182 restricted stock units vest in four equal 25% installments. Vesting dates are April 1, 2026, July 1, 2026, October 1, 2026, and January 1, 2027, provided Clayton James Main continues serving as a director during this entire vesting period.

Who is the reporting person on this Priority Technology Holdings (PRTH) Form 4?

The reporting person is director Clayton James Main. The filing shows he directly holds 17,182 restricted stock units after the February 5, 2026 equity grant, reflecting stock-based compensation tied to his ongoing service on Priority Technology Holdings’ board of directors.

Do the PRTH restricted stock units represent actual shares today or future rights?

The 17,182 restricted stock units represent contingent future rights, not current shares. Each RSU converts into one share of Priority Technology Holdings common stock only upon vesting, assuming Clayton James Main continues his service as a director through each vesting date.