[SCHEDULE 13G/A] Priority Technology Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Divisadero Street Capital and related persons report a disclosed, non-control stake in Priority Technology Holdings (PRTH). The filing shows the reporting persons collectively hold 2,746,835 shares, representing 3.4% of the outstanding common stock, with shared voting and shared dispositive power but no sole voting or dispositive authority. The securities are held directly by advisory clients of Divisadero Street Capital Management, LP, and the filing states none of those clients may be deemed to beneficially own more than 5% of the class.

The reporting group includes Divisadero Street Capital Management, LP; Divisadero Street Partners, L.P.; Divisadero Street Partners GP, LLC; Divisadero Street Capital, LLC; and individual William Zolezzi. The parties disclaim beneficial ownership except to the extent of any pecuniary interest.

Positive

• Clear disclosure of holdings: 2,746,835 shares (3.4%) reported across related entities
• Securities held for advisory clients: filing states holdings are directly owned by advisory clients and no client exceeds 5%

Negative

• None.

Insights

Financial Analyst

TL;DR: A disclosed 3.4% passive stake held in advisory accounts signals monitoring but no control or immediate governance influence.

The report documents 2,746,835 shares with shared voting and dispositive power across related entities and the named individual. Because there is no sole voting or dispositive power and the filing states holdings are for advisory clients with no client exceeding 5%, this represents a non-controlling, transparent disclosure rather than an activist or control position. For investors, the item provides clarity on ownership concentration but does not indicate a change in corporate control or significant governance pressure.

Corporate Governance Expert

TL;DR: Reporting shows coordinated ownership across affiliates but explicitly disclaims control; governance impact appears limited.

The filing lists multiple related reporting persons sharing voting and dispositive power over the same 2,746,835 shares (3.4%). The disclaimer that securities are held by advisory clients and that no client exceeds 5% reduces the likelihood these filings reflect an intent to influence control. From a governance perspective, the disclosure improves transparency about concentrated positions but, per the statements, does not signal an imminent proxy contest or control shift.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Priority Technology Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

74275G107

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 74275G107

1

Names of Reporting Persons

Divisadero Street Capital Management, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,746,835.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,746,835.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,746,835.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.4 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 74275G107

1

Names of Reporting Persons

William Zolezzi

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,746,835.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,746,835.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,746,835.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.4 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 74275G107

1

Names of Reporting Persons

Divisadero Street Partners, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,746,835.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,746,835.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,746,835.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.4 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 74275G107

1

Names of Reporting Persons

Divisadero Street Partners GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,746,835.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,746,835.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,746,835.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.4 %

12

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

CUSIP No. 74275G107

1

Names of Reporting Persons

Divisadero Street Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,746,835.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,746,835.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,746,835.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.4 %

12

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Priority Technology Holdings, Inc.
(b)	Address of issuer's principal executive offices: 2001 WESTSIDE PARKWAY, SUITE 155, ALPHARETTA, GA, 30004
Item 2.
(a)	Name of person filing: Divisadero Street Capital Management, LP William Zolezzi Divisadero Street Partners, L.P. Divisadero Street Partners GP, LLC Divisadero Street Capital, LLC
(b)	Address or principal business office or, if none, residence: Divisadero Street Capital Management, LP 3480 Main Highway, Suite 204 Miami, FL 33133 William Zolezzi c/o Divisadero Street Capital Management, LP 3480 Main Highway, Suite 204 Miami, FL 33133 Divisadero Street Partners, L.P. 3480 Main Highway, Suite 204 Miami, FL 33133 Divisadero Street Partners GP, LLC 3480 Main Highway, Suite 204 Miami, FL 33133 Divisadero Street Capital, LLC 3480 Main Highway, Suite 204 Miami, FL 33133
(c)	Citizenship: Divisadero Street Capital Management, LP - Delaware William Zolezzi - United States Divisadero Street Partners, L.P. - Delaware Divisadero Street Partners GP, LLC - Delaware Divisadero Street Capital, LLC - Delaware
(d)	Title of class of securities: Common Stock, par value $0.001
(e)	CUSIP No.: 74275G107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Divisadero Street Capital Management, LP - 2,746,835 William Zolezzi - 2,746,835 Divisadero Street Partners, L.P. - 2,746,835 Divisadero Street Partners GP, LLC - 2,746,835 Divisadero Street Capital, LLC - 2,746,835
(b)	Percent of class: Divisadero Street Capital Management, LP - 3.4% William Zolezzi - 3.4% Divisadero Street Partners, L.P. - 3.4% Divisadero Street Partners GP, LLC - 3.4% Divisadero Street Capital, LLC - 3.4%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Divisadero Street Capital Management, LP - 0 William Zolezzi - 0 Divisadero Street Partners, L.P. - 0 Divisadero Street Partners GP, LLC - 0 Divisadero Street Capital, LLC - 0
	(ii) Shared power to vote or to direct the vote: Divisadero Street Capital Management, LP - 2,746,835 William Zolezzi - 2,746,835 Divisadero Street Partners, L.P. - 2,746,835 Divisadero Street Partners GP, LLC - 2,746,835 Divisadero Street Capital, LLC - 2,746,835
	(iii) Sole power to dispose or to direct the disposition of: Divisadero Street Capital Management, LP - 0 William Zolezzi - 0 Divisadero Street Partners, L.P. - 0 Divisadero Street Partners GP, LLC - 0 Divisadero Street Capital, LLC - 0
	(iv) Shared power to dispose or to direct the disposition of: Divisadero Street Capital Management, LP - 2,746,835 William Zolezzi - 2,746,835 Divisadero Street Partners, L.P. - 2,746,835 Divisadero Street Partners GP, LLC - 2,746,835 Divisadero Street Capital, LLC - 2,746,835
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. All of the securities reported in this Schedule 13G are directly owned by advisory clients of Divisadero Street Capital Management, LP. None of those advisory clients may be deemed to beneficially own more than 5% of the Common Stock, $0.01 par value.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Please see Exhibit B attached hereto.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Divisadero Street Capital Management, LP

Signature:	By: Divisadero Street Capital, LLC, its general partner, By: /s/ William Zolezzi
Name/Title:	William Zolezzi/Manager
Date:	08/13/2025

William Zolezzi

Signature:	/s/ William Zolezzi
Name/Title:	William Zolezzi
Date:	08/13/2025

Divisadero Street Partners, L.P.

Signature:	By: Divisadero Street Partners GP, LLC, its general partner, By: /s/ William Zolezzi
Name/Title:	William Zolezzi/Manager
Date:	08/13/2025

Divisadero Street Partners GP, LLC

Signature:	/s/ William Zolezzi
Name/Title:	William Zolezzi/Manager
Date:	08/13/2025

Divisadero Street Capital, LLC

Signature:	/s/ William Zolezzi
Name/Title:	William Zolezzi/Manager
Date:	08/13/2025

Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.

Exhibit Information

Exhibit A - Joint Filing Agreement Exhibit B - Control Person Identification

FAQ

Who filed the Schedule 13G/A for PRTH?

Divisadero Street Capital Management, LP, Divisadero Street Partners, L.P., Divisadero Street Partners GP, LLC, Divisadero Street Capital, LLC, and William Zolezzi are the reporting persons.

How many PRTH shares were reported and what percent of the class is that?

2,746,835 shares were reported, representing 3.4% of the outstanding common stock.

Do the reporting persons have sole voting or dispositive power over the shares?

No. The filing reports 0 sole voting power and 0 sole dispositive power, with 2,746,835 shares held with shared voting and shared dispositive power.

Are the shares directly owned by the reporting entities or by others?

The filing states the securities are directly owned by advisory clients of Divisadero Street Capital Management, LP, and no advisory client is reported to beneficially own more than 5%.

Does this filing indicate an effort to change or influence PRTH control?

According to the certification in the filing, the securities were not acquired for the purpose of changing or influencing control, and the reporting persons disclaim control except for pecuniary interest.