Priority Technology (PRTH) awards 68,729 RSUs to General Counsel and CRO

Rhea-AI Filing Summary

Priority Technology Holdings granted its General Counsel and Chief Revenue Officer, Bradley J. Miller, 68,729 restricted stock units on February 5, 2026. Each restricted stock unit represents the right to receive one share of common stock.

The award vests in three annual installments: 22,910 units on February 5, 2027, 22,910 units on February 5, 2028, and 22,909 units on February 5, 2029, conditioned on continued employment. Following this grant, Miller directly holds 68,729 restricted stock units and 243,620 shares of 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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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^*

MILLER BRADLEY J

(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)
	General Counsel and CRO

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								243,620	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		68,729		(2)	(2)	Common Stock	68,729	$0	68,729	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 68,729 restricted stock units which vest as follows: [22,910 on February 5, 2027, 22,910 on February 5, 2028, and 22,909 on February 5, 2029] subject to the Reporting Person's continued employment with the Issuer.

Remarks:

	/s/ Bradley J. Miller	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 was reported for PRTH on February 5, 2026?

Priority Technology Holdings (PRTH) reported an equity award to executive Bradley J. Miller on February 5, 2026. He received 68,729 restricted stock units, each convertible into one share of common stock, as part of his compensation, subject to multi-year vesting and continued employment.

How many restricted stock units did PRTH grant to Bradley J. Miller?

Bradley J. Miller received 68,729 restricted stock units from Priority Technology Holdings. Each unit represents a contingent right to one common share. The award is structured to vest in three annual tranches over three years, aligning his compensation with longer-term company performance and retention.

What is the vesting schedule for Bradley J. Miller’s RSUs at PRTH?

The 68,729 restricted stock units vest in three installments: 22,910 units on February 5, 2027, 22,910 units on February 5, 2028, and 22,909 units on February 5, 2029. Vesting is conditioned on Miller’s continued employment with Priority Technology Holdings throughout the vesting periods.

What does each restricted stock unit represent in the PRTH Form 4 filing?

Each restricted stock unit granted to Bradley J. Miller represents a contingent right to receive one share of Priority Technology Holdings’ common stock. The units convert into shares only as they vest over time, linking executive equity ownership to ongoing service with the company.

How many PRTH common shares does Bradley J. Miller own after this transaction?

After the reported transaction, Bradley J. Miller directly beneficially owns 243,620 shares of Priority Technology Holdings’ common stock. Separately, he also holds 68,729 restricted stock units, which may convert into additional common shares as they vest over the specified three-year schedule.