Priority Technology (PRTH) director receives 17,182 RSUs grant

Rhea-AI Filing Summary

Priority Technology Holdings director Davis Marietta received an equity award in the form of 17,182 restricted stock units (RSUs) on February 5, 2026, with a stated price of $0 per unit. Each RSU represents the right to receive one share of common stock. The RSUs vest in four equal 25% installments on April 1, 2026, July 1, 2026, October 1, 2026, and January 1, 2027, conditioned on continued service as a director. Following this grant, Marietta directly holds 80,420 shares of common stock and 17,182 RSUs.

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

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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^*

Davis Marietta

(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
Common Stock								80,420	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		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	02/09/2026
	** 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 insider transaction did PRTH director Davis Marietta report?

PRTH director Davis Marietta reported receiving 17,182 restricted stock units on February 5, 2026. These RSUs are a form of equity compensation and each unit represents the right to receive one share of Priority Technology common stock, subject to vesting conditions.

How do the 17,182 RSUs granted to PRTH director vest?

The 17,182 RSUs granted to PRTH director Davis Marietta vest in four equal 25% installments. Vesting dates are April 1, 2026, July 1, 2026, October 1, 2026, and January 1, 2027, contingent on Marietta’s continued service as a director of the company.

What does each restricted stock unit represent for PRTH director Marietta?

Each restricted stock unit granted to PRTH director Davis Marietta represents a contingent right to receive one share of Priority Technology common stock. The units convert into actual shares only as they vest according to the specified schedule and continued board service requirement.

How many PRTH common shares does Davis Marietta hold after this filing?

After the reported grant, PRTH director Davis Marietta directly beneficially owns 80,420 shares of common stock. In addition, he holds 17,182 restricted stock units, which will convert into common shares as they vest over the specified 2026–2027 schedule.

Was there a purchase price for the 17,182 PRTH restricted stock units?

The filing shows a transaction price of $0 per restricted stock unit for the 17,182 RSUs granted to PRTH director Davis Marietta. This indicates the award was granted as compensation rather than purchased in the open market for cash consideration.