PRTH CFO exercises 46,154 stock units

Priority Technology Holdings, Inc. Chief Financial Officer Tim O'Leary exercised restricted stock units into common stock.

Rhea-AI Filing Summary

Priority Technology Holdings, Inc. Chief Financial Officer Tim O'Leary exercised restricted stock units into common stock. On February 18, 2026, he converted 46,154 restricted stock units at a price of $0.00 per unit, receiving the same number of common shares.

Each restricted stock unit represents one share of common stock. These units are part of a 138,462-unit grant awarded on November 21, 2025, vesting in three equal installments in 2026, 2027, and 2028, contingent on continued employment. After this transaction, he holds 263,415 common shares and 92,308 restricted stock units directly.

Insider Trade Summary

46,154 shares exercised/converted

Exercise 2 txns

Insider O'Leary Tim

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	46,154	$0.00	$0.00
Exercise	Common Stock	46,154	$0.00	$0.00

Holdings After Transaction: Restricted Stock Unit — 92,308 contracts (Direct); Common Stock — 263,415 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 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.

FAQ

What insider transaction did PRTH CFO Tim O'Leary report?

Tim O'Leary reported exercising 46,154 restricted stock units into an equal number of common shares at $0.00 per share. This was a derivative exercise/conversion, increasing his directly held common stock without an open-market purchase or sale.

How many Priority Technology (PRTH) shares does the CFO own after this filing?

After the reported transactions, Tim O'Leary directly holds 263,415 shares of Priority Technology common stock. He also continues to hold 92,308 restricted stock units that may convert into additional shares as they vest, subject to his continued employment with the company.

What are the vesting terms of the PRTH CFO’s restricted stock units?

Tim O'Leary was granted 138,462 restricted stock units on November 21, 2025. They vest in three equal tranches of 46,154 units on February 18 of 2026, 2027, and 2028, provided he remains continuously employed by Priority Technology Holdings.

Did the PRTH CFO buy or sell shares on the open market in this Form 4?

The Form 4 shows no open-market buys or sells. Instead, it reports two “M” code transactions, reflecting a derivative exercise/conversion of 46,154 restricted stock units into common stock at $0.00 per share, classified as an acquisition of securities.

How many restricted stock units does the PRTH CFO still hold?

After the February 18, 2026 vesting and conversion of 46,154 units, Tim O'Leary still holds 92,308 restricted stock units. These remaining units are scheduled to vest in equal installments in 2027 and 2028, assuming he continues his employment with the issuer.

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Accepted by SEC EDGAR 02/20/2026 - 05:16 PM Learn about SEC filing dates

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
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^*

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)
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		46,154	A	(1)	263,415	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			46,154	(2)	(2)	Common Stock	46,154	$0	92,308	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	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.