[Form 4] Priority Technology Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Priority Technology Holdings, Inc. executive Rajiv Kumar, the Chief Accounting Officer, reported exercising restricted stock units into common shares. On the reported date, he converted 4,296 restricted stock units into 4,296 shares of common stock at a price of $0.00 per share, described as an exercise or conversion of a derivative security.

After these transactions, Kumar directly held 8,591 restricted stock units and 50,370 shares of common stock. Footnotes explain that each restricted stock unit represents a contingent right to receive one common share and that on February 5, 2026 he was granted 12,887 restricted stock units scheduled to vest in three annual installments, subject to continued employment.

Insider Trade Summary

4,296 shares exercised/converted

Mixed 2 txns

Insider Kumar Rajiv

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	4,296	$0.00	--
Exercise	Common Stock	4,296	$0.00	--

Holdings After Transaction: Restricted Stock Unit — 8,591 shares (Direct); Common Stock — 50,370 shares (Direct)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
02/18/2026

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		4,296	A	(1)	50,370	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			4,296	(2)	(2)	Common Stock	4,296	$0	8,591	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	02/20/2026
	/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.
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