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

Rhea-AI Filing Summary

Priority Technology Holdings, Inc. (PRTH) reported a Form 4 showing an equity award to its Chief Financial Officer. On November 21, 2025, the CFO received 138,462 restricted stock units (RSUs), each representing the right to receive one share of common stock. These RSUs vest in three equal installments of 46,154 units on February 18, 2026, February 18, 2027, and February 18, 2028, contingent on the executive’s continued employment with the company. The RSUs are reported as derivative securities with an exercise price of $0 and are held directly.

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
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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^*

O'Leary Tim

(Last) (First) (Middle)

C/O PRIORITY TECHNOLOGY HOLDINGS

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2025

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

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)	11/21/2025		A		138,462		(2)	(2)	Common Stock	138,462	$0	0	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 138,462 restricted stock units which vest as follows: [46,154 on February 18, 2026, 46,154 on February 18, 2027, and 46,154 on February 18, 2028] subject to the Reporting Person's continued employment with the Issuer.

Remarks:

	/s/ Bradley J. Miller, Attorney-in-Fact	11/25/2025
	** 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 in this Form 4?

The company reported that its Chief Financial Officer received 138,462 restricted stock units on November 21, 2025, as an equity award.

How do the new RSUs for the PRTH CFO vest?

The 138,462 RSUs vest in three equal tranches of 46,154 units on February 18, 2026, February 18, 2027, and February 18, 2028, subject to continued employment.

What does each PRTH restricted stock unit represent in this filing?

Each restricted stock unit represents a contingent right to receive one share of Priority Technology Holdings common stock, as described in the filing.

Is there a cash exercise price for the PRTH CFO’s RSU grant?

No, the RSUs are reported with an exercise price of $0, meaning they convert to common shares upon vesting without additional payment.

What is the reporting person’s role at Priority Technology Holdings (PRTH)?

The reporting person is an officer of Priority Technology Holdings, serving as its Chief Financial Officer.

How is ownership of the PRTH derivative securities characterized in the Form 4?

The derivative securities related to the RSU award are reported as held in direct (D) ownership by the CFO.