Priority Technology (PRTH) CEO boosts holdings as RSUs convert to common stock

Rhea-AI Filing Summary

Priority Technology Holdings, Inc. director and President, CEO and Chairman Thomas Charles Priore reported acquiring common stock through the vesting of restricted stock units. On February 5, 2026, 19,494 RSUs converted into common shares, bringing his directly held common stock to 34,002,878 shares. On February 8, 2026, a further 63,898 RSUs converted, increasing his direct common stock holdings to 34,066,776 shares.

The Form 4 also reports 12,500,000 common shares held indirectly through trusts associated with his spouse, Lori A. Priore, as trustee for family trusts benefiting her and their children. Each restricted stock unit represents a contingent right to receive one share of PRTH common stock, with these units originally granted in February 2024 and February 2025 and vesting over multi-year schedules tied 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

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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^*

Priore Thomas Charles

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO and Chairman

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	02/05/2026		M		19,494	A	(1)	34,002,878	D
Common Stock	02/08/2026		M		63,898	A	(1)	34,066,776	D
Common Stock								12,500,000	I	see footnote(2)

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		M			19,494	(3)	(3)	Common Stock	19,494	$0	38,986	D
Restricted Stock Unit	(1)	02/08/2026		M			63,898	(4)	(4)	Common Stock	63,898	$0	63,898	D

Explanation of Responses:

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

2. Includes 2,500,000 shares of PRTH common stock held by Lori A. Priore, the spouse of Thomas C. Priore, and Bernard H. Smyers, in their capacity as trustees of the Thomas C. Priore Irrevocable Insurance Trust u/a/d 1/8/2010, for the benefit of Lori A. Priore and the children of Thomas C. Priore and Lori A. Priore. Also includes 10,000,000 shares of PRTH common stock held by Lori A. Priore, the spouse of Thomas C. Priore, in her capacity as trustee of the Thomas Priore 2019 GRAT, for the benefit of Lori A. Priore and the children of Thomas C. Priore and Lori A. Priore.

3. On February 5, 2025, the Reporting Person was granted 58,480 restricted stock units which vest subject to the Reporting Person's continued service as an employee of the Issuer as follows: 19,494 on February 5, 2026; 19,493 on February 5, 2027; and 19,493 on February 5, 2028.

4. On February 8, 2024, the Reporting Person was granted 191,693 restricted stock units which vest subject to the Reporting Person's continued service as an employee of the Issuer as follows: 63,898 on February 8, 2025; 63,898 on February 8, 2026 and 63,898 on February 8, 2027.

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.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Thomas Charles Priore report for PRTH?

Thomas Charles Priore reported acquiring Priority Technology Holdings common stock via vesting of restricted stock units. On February 5, 2026, 19,494 RSUs converted into shares, followed by 63,898 RSUs on February 8, 2026, increasing his directly held PRTH common stock.

How many PRTH shares does Thomas Priore hold directly after these Form 4 transactions?

After these transactions, Thomas Priore directly holds 34,066,776 shares of Priority Technology Holdings common stock. This reflects the conversion of 19,494 RSUs on February 5, 2026 and 63,898 RSUs on February 8, 2026 into common stock at a price of $0 per unit.

What are the indirect PRTH holdings reported for Thomas Priore on this Form 4?

The Form 4 reports 12,500,000 PRTH common shares held indirectly through family trusts associated with his spouse, Lori A. Priore, acting as trustee. These include 2,500,000 shares in an irrevocable insurance trust and 10,000,000 shares in the Thomas Priore 2019 GRAT.

How do the restricted stock units for PRTH held by Thomas Priore vest?

The February 5, 2025 grant of 58,480 RSUs vests in three tranches: 19,494 on February 5, 2026, and 19,493 on both February 5, 2027 and February 5, 2028. Vesting depends on his continued service as an employee of Priority Technology Holdings.

What is the vesting schedule of Thomas Priore’s February 8, 2024 PRTH RSU grant?

The February 8, 2024 grant of 191,693 restricted stock units vests in three equal tranches. 63,898 RSUs vest on each of February 8, 2025, February 8, 2026 and February 8, 2027, contingent on his continued employment with Priority Technology Holdings.

What does each restricted stock unit represent in the PRTH Form 4 filing?

Each restricted stock unit represents a contingent right to receive one share of Priority Technology Holdings common stock. When a unit vests, it converts into one common share, as shown by the February 2026 conversions at a stated price of $0 per unit.