Priority Technology (PRTH) CAO awarded 12,887 restricted stock units

Rhea-AI Filing Summary

Priority Technology Holdings reported that Chief Accounting Officer Rajiv Kumar received a grant of 12,887 restricted stock units on February 5, 2026. Each unit represents the right to receive one share of common stock. The award vests in three annual installments through 2029, tied to his continued employment. After this grant, he directly holds 46,074 shares of common stock and 12,887 restricted stock units.

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

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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^*

Kumar Rajiv

(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 Accounting 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								46,074	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		12,887		(2)	(2)	Common Stock	12,887	$0	12,887	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 12,887 restricted stock units which vest as follows: [4,296 on February 5, 2027, 4,296 on February 5, 2028, and 4,295 on February 5, 2029] subject to the Reporting Person's continued employment with the Issuer.

Remarks:

	Rajiv Kumar	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.
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FAQ

What insider transaction did Priority Technology (PRTH) disclose for Rajiv Kumar?

Priority Technology disclosed that Chief Accounting Officer Rajiv Kumar received 12,887 restricted stock units on February 5, 2026. These units are a form of equity compensation that convert into common shares over time, aligning his interests with shareholders through future stock ownership.

How many restricted stock units were granted to the PRTH Chief Accounting Officer?

Rajiv Kumar was granted 12,887 restricted stock units as part of his compensation. Each unit represents a contingent right to receive one share of Priority Technology’s common stock, providing potential future equity based on continued employment and the vesting schedule set in the award.

What is the vesting schedule for Rajiv Kumar’s 12,887 PRTH restricted stock units?

The 12,887 restricted stock units vest in three annual tranches: 4,296 units on February 5, 2027, 4,296 units on February 5, 2028, and 4,295 units on February 5, 2029. Vesting requires Rajiv Kumar to remain employed with Priority Technology.

How many PRTH common shares does Rajiv Kumar own after this Form 4 filing?

After the reported transaction, Rajiv Kumar directly holds 46,074 shares of Priority Technology common stock. In addition, he holds 12,887 restricted stock units, which may convert into an equal number of shares as they vest according to the specified schedule over three years.

What role does Rajiv Kumar hold at Priority Technology (PRTH)?

Rajiv Kumar serves as Chief Accounting Officer at Priority Technology Holdings. His position involves overseeing accounting and financial reporting functions. The reported restricted stock unit grant reflects part of his compensation structure, designed to encourage long-term alignment with the company’s performance and shareholder value.

Was there a purchase price for Rajiv Kumar’s PRTH restricted stock units?

The restricted stock units were granted at a price of $0 per unit, meaning Rajiv Kumar did not pay cash to acquire them. Instead, they are awarded as equity compensation and may convert into common shares over time as the vesting conditions are satisfied.