CTO Yi Sun granted 53,846 RSUs at Priority Technology (PRTH)

Rhea-AI Filing Summary

Sun Yi reported acquisition or exercise transactions in this Form 4 filing.

Priority Technology Holdings, Inc. reported that Chief Technology Officer Yi Sun received an equity grant in the form of restricted stock units. On November 21, 2025, Sun was granted 53,846 restricted stock units, each representing a contingent right to receive one share of common stock.

The award vests in three annual installments, with 17,949 units vesting on February 18, 2026, 17,949 units vesting on February 18, 2027, and 17,948 units vesting on February 18, 2028, all subject to Sun’s continued employment with the company.

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^*

Sun Yi

(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 Technology 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		53,846		(2)	(2)	Common Stock	53,846	$0	53,846	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 53,846 restricted stock units which vest as follows: [17,949 on February 18, 2026, 17,949 on February 18, 2027, and 17,948 on February 18, 2028] subject to the Reporting Person's continued employment with the Issuer.

Remarks:

	/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.
* 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 PRTH report for Yi Sun on this Form 4?

Priority Technology reported that Chief Technology Officer Yi Sun received a grant of 53,846 restricted stock units. These RSUs are a form of equity-based compensation that convert into common shares if specific vesting conditions tied to continued employment are satisfied over time.

How many restricted stock units were granted to PRTH CTO Yi Sun?

Yi Sun was granted 53,846 restricted stock units. Each unit represents a contingent right to receive one share of Priority Technology common stock, meaning the actual shares will be delivered only after the RSUs vest according to the award’s scheduled vesting dates.

What is the vesting schedule for Yi Sun’s 53,846 PRTH RSUs?

The 53,846 restricted stock units vest in three tranches: 17,949 units on February 18, 2026, 17,949 units on February 18, 2027, and 17,948 units on February 18, 2028. Vesting requires Yi Sun to remain employed with Priority Technology through each vesting date.

Does Yi Sun’s RSU grant on PRTH involve an open-market stock purchase?

No, the Form 4 describes a grant of restricted stock units, not an open-market stock purchase. The transaction is coded as a grant or award, with a price per unit of 0.0000, reflecting equity compensation rather than a cash-funded acquisition of existing common shares.

What does each PRTH restricted stock unit represent in Yi Sun’s award?

Each restricted stock unit in Yi Sun’s grant represents a contingent right to receive one share of Priority Technology common stock. The units themselves are not shares until they vest, at which point vested units can be settled in shares according to the award’s terms.

Is Yi Sun’s ownership in PRTH after this Form 4 transaction direct or indirect?

The Form 4 indicates that Yi Sun’s ownership of the reported restricted stock units is direct. The transaction is coded with a direct ownership designation, and there is no footnote stating that the RSUs are held through a separate entity such as a trust or partnership.