STOCK TITAN

Priority Technology (PRTH) director converts 4,296 RSUs into stock

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Priority Technology Holdings, Inc. director Clayton James Main exercised restricted stock units into common stock on July 1, 2026. He converted 4,296 restricted stock units into 4,296 common shares at no cash exercise price, increasing his directly held common stock to 17,267 shares and reducing his restricted stock unit balance to 8,590. These units are part of a 17,182-unit grant awarded on February 5, 2026 that vests in four 25% installments through January 1, 2027, subject to his continued service as a director.

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Insider Main Clayton James
Role Director
Type Security Shares Price Value
Exercise Restricted Stock Unit F1, F2 4,296 $0.00 $0.00
Exercise Common Stock F1 4,296 -- --
Holdings After Transaction: Restricted Stock Unit — 8,590 shares (Direct); Common Stock — 17,267 shares (Direct)
Footnotes (2)
  1. F1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
  2. F2. On February 5, 2026, the Reporting Person was granted 17,182 restricted stock units which vest 25% on April 1, 2026, 25% on July 1, 2026, 25% on October 1, 2026, and 25% on January 1, 2027 subject to the Reporting Person's continued service as a director of the Issuer.
RSUs converted to common stock 4,296 shares Restricted stock units converted into common shares on July 1, 2026
Common stock holdings after transaction 17,267 shares Direct Priority Technology common shares held by Clayton James Main following the conversion
Restricted stock units remaining 8,590 units Restricted stock units outstanding after 4,296 units were converted to common stock
Equity grant size 17,182 restricted stock units RSUs granted on February 5, 2026, vesting in four 25% installments
Vesting installments 4 x 25% Grant vests 25% on April 1, July 1, October 1, 2026 and January 1, 2027
Restricted Stock Unit financial
"Each restricted stock unit represents a contingent right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
derivative security financial
"Transaction code M is described as exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
contingent right financial
"represents a contingent right to receive one share of the issuer's common stock"
vest financial
"restricted stock units which vest 25% on April 1, 2026 and later dates"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What insider transaction did PRTH director Clayton James Main report?

Clayton James Main reported exercising 4,296 restricted stock units into 4,296 shares of Priority Technology common stock on July 1, 2026. This increased his direct common stock holdings and reduced his outstanding restricted stock units from a prior equity award.

How many PRTH common shares does Clayton James Main hold after this transaction?

After the reported transaction, Clayton James Main directly holds 17,267 shares of Priority Technology common stock. These shares were increased by converting 4,296 restricted stock units, reflecting equity compensation he previously received as a director.

How many restricted stock units remain outstanding for PRTH director Clayton James Main?

Following the July 1, 2026 conversion, Clayton James Main has 8,590 restricted stock units outstanding. These units continue to represent contingent rights to receive an equal number of Priority Technology common shares as they vest over the remaining schedule.

What is the vesting schedule for the 17,182 restricted stock units at PRTH?

The 17,182 restricted stock units granted on February 5, 2026 vest in four equal 25% installments. Vesting dates are April 1, 2026, July 1, 2026, October 1, 2026, and January 1, 2027, contingent on Clayton James Main’s continued service as a director.

How does the RSU-to-stock conversion affect PRTH director Clayton James Main’s equity mix?

The conversion shifts 4,296 units from deferred restricted stock units into the same number of common shares. As a result, Main’s direct stock ownership rises to 17,267 shares, while his remaining unvested or unsettled restricted stock units decline to 8,590.

Were Clayton James Main’s PRTH transactions tied to a Rule 10b5-1 trading plan?

The report’s Rule 10b5-1 checkbox is not marked as an affirmatively adopted trading plan. The transactions are described as an exercise or conversion of derivative securities rather than discretionary open-market purchases or sales under a preset trading program.
SEC Form 4
FORM 4UNITED 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*
Main Clayton James

(Last)(First)(Middle)
C/O PRIORITY TECHNOLOGY HOLDINGS, INC.
2001 WESTSIDE PARKWAY, SUITE 155

(Street)
ALPHARETTA GEORGIA 30004

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Priority Technology Holdings, Inc. [ PRTH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock07/01/2026M4,296A(1)17,267D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)07/01/2026M4,296 (2) (2)Common Stock4,296$08,590D
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 17,182 restricted stock units which vest 25% on April 1, 2026, 25% on July 1, 2026, 25% on October 1, 2026, and 25% on January 1, 2027 subject to the Reporting Person's continued service as a director of the Issuer.
Remarks:
/s/ Bradley J. Miller (Attorney-In-Fact)07/23/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)