Priority Technology (PRTH) awards CFO 154,639 RSUs vesting 2027–2029

Rhea-AI Filing Summary

Priority Technology Holdings reported an equity award to its Chief Financial Officer, Tim O'Leary. On February 5, 2026, he was granted 154,639 restricted stock units (RSUs), each representing a contingent right to receive one share of Priority's common stock.

The RSUs vest in three annual installments: 51,547 on February 5, 2027, and 51,546 on each of February 5, 2028 and February 5, 2029, subject to his continued employment. Following the reported transactions, O'Leary beneficially owned 217,261 shares of common stock directly, alongside the new RSU grant.

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^*

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)
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								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)	02/05/2026		A		154,639		(2)	(2)	Common Stock	154,639	$0	154,639	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 154,639 restricted stock units which vest as follows: [51,547 on February 5, 2027, 51,546 on February 5, 2028, and 51,546 on February 5, 2029] subject to the Reporting Person's continued employment with 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 report for CFO Tim O'Leary?

Priority Technology Holdings reported an equity grant to CFO Tim O'Leary. On February 5, 2026, he received 154,639 restricted stock units, each representing a contingent right to one share of common stock, vesting over three years subject to continued employment.

How many restricted stock units did PRTH CFO Tim O'Leary receive?

Tim O'Leary received 154,639 restricted stock units from Priority Technology Holdings. Each unit represents a contingent right to one share of common stock, creating a sizable equity-based incentive that aligns his compensation with the company’s future stock performance over several years.

What is the vesting schedule for Tim O'Leary’s 154,639 PRTH RSUs?

The 154,639 RSUs vest in three annual tranches. 51,547 units vest on February 5, 2027, and 51,546 units vest on each of February 5, 2028 and February 5, 2029, all subject to Tim O'Leary’s continued employment with Priority Technology Holdings.

How many PRTH common shares does Tim O'Leary own after this grant?

After the reported transactions, Tim O'Leary beneficially owned 217,261 shares of Priority Technology Holdings common stock directly. In addition, he holds 154,639 restricted stock units that may convert into common shares over time as the units vest.

What does each PRTH restricted stock unit granted to the CFO represent?

Each restricted stock unit granted to the CFO represents a contingent right to receive one share of Priority Technology Holdings common stock. These units do not convert immediately; they vest over time according to the schedule and require continued employment through each vesting date.