CTO Sun Yi acquires 17,949 PRTH shares as RSUs vest (PRTH)

Rhea-AI Filing Summary

Priority Technology Holdings, Inc. Chief Technology Officer Sun Yi exercised previously granted equity awards into common stock. On February 18, 2026, Yi converted 17,949 restricted stock units into 17,949 shares of common stock at a per-share price of $0.00. Following this vesting event, Yi held 35,897 restricted stock units and 17,949 shares of common stock directly. The restricted stock units come from a 53,846-unit grant awarded on November 21, 2025 that vests in three annual tranches, subject to continued employment.

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
Estimated average burden
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^*

Sun Yi

(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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		M		17,949	A	$0	17,949	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)	02/18/2026		M			17,949	(2)	(2)	Common Stock	17,949	$0	35,897	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 November 21, 2025, the Reporting Person was granted 53,846 restricted stock units which vest as follows: [17,949 on February 18, 2026, 17,949 on February 18, 2027, and 17,948 on February 18, 2028] subject to the Reporting Person's continued employment with 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 for Sun Yi?

Priority Technology Holdings reported that Chief Technology Officer Sun Yi acquired shares through an equity award vesting. On February 18, 2026, 17,949 restricted stock units converted into 17,949 shares of common stock at a price of $0.00 per share.

How many Priority Technology Holdings (PRTH) shares did Sun Yi receive in this Form 4?

Sun Yi received 17,949 shares of Priority Technology common stock. These shares resulted from the exercise and conversion of 17,949 restricted stock units, with each unit representing a contingent right to one share of common stock under a previously granted award.

What equity award is Sun Yi’s February 18, 2026 PRTH transaction related to?

The transaction relates to a grant of 53,846 restricted stock units awarded on November 21, 2025. That grant vests in three annual tranches on February 18, 2026, 2027, and 2028, subject to Sun Yi’s continued employment with Priority Technology Holdings.

What is Sun Yi’s ownership in PRTH after the February 18, 2026 transactions?

After the transactions, Sun Yi directly owned 35,897 restricted stock units and 17,949 shares of Priority Technology common stock. The restricted stock units and shares reflect equity-based compensation tied to continued employment and the vesting schedule disclosed in the filing footnotes.

Were there any open-market purchases or sales in this PRTH Form 4 filing?

No open-market purchases or sales were reported. The Form 4 shows an exercise or conversion of restricted stock units into common stock at a price of $0.00 per share, reflecting the vesting of an existing equity award rather than a market transaction.