Priority Technology Holdings, Inc. director Clayton James Main converted 4,296 restricted stock units into 4,296 common shares on October 1, 2026. After the transaction, he reported 4,294 restricted stock units and 21,563 common shares held directly. The related 17,182-unit award was granted February 5, 2026, and vests in four 25% installments, subject to continued service as a director.
Marc A. Crisafulli, a director of Priority Technology Holdings, Inc. (PRTH), reported the exercise/conversion of 4,296 restricted stock units on October 1, 2026; a same-day entry records acquisition of 4,296 common shares. Each unit represents a contingent right to one common share. The grant of 17,182 units was scheduled to vest in four 25% installments, subject to continued service as a director. Following the transaction, reported direct holdings were 100,694 common shares and 4,294 restricted stock units.
Marietta Davis, a director of Priority Technology Holdings, Inc. (PRTH), converted 4,296 restricted stock units into 4,296 common shares on October 1, 2026. A further 1,159 common shares were withheld to satisfy tax obligations, at a reported $7.80 per share. The reported position after the conversion included 4,294 restricted stock units. No Rule 10b5-1 plan is reported.
Priority Technology Holdings, Inc. director Michael Passilla reported conversion of 4,296 restricted stock units into 4,296 common shares on October 1, 2026. On the same date, 1,159 common shares were withheld for tax obligations at a reported $7.80 per share. The reported post-transaction position includes 4,294 restricted stock units. Posillipo Ventures, Inc., a limited liability company of which Passilla is a managing member, held 76,052 common shares indirectly. No Rule 10b5-1 plan is reported.
Priority Technology Holdings, Inc. (PRTH) director Christina M. Favilla converted 4,296 restricted stock units into 4,296 common shares on October 1, 2026. The award was part of a 17,182-unit grant made February 5, 2026, subject to her continued service as a director. A separate 1,229 shares were withheld to satisfy tax obligations, at a reported $7.8000 per share. Her reported post-transaction balance was 4,294 restricted stock units. No Rule 10b5-1 plan is reported.
Priority Technology Holdings, Inc. (PRTH) reported that Chief Financial Officer Tim O'Leary settled restricted stock units (RSUs) into common stock on September 19, 2026. RSUs covering 61,727 and 31,496 shares converted into an equal number of common shares, and 27,352 common shares were returned to the issuer at $5.83 per share to satisfy tax obligations. Each RSU represents a contingent right to receive one share of common stock, with these units vesting based on prior grants made in September 2023 and September 2024. No Rule 10b5-1 trading plan is reported for these transactions.
Priority Technology Holdings, Inc. (PRTH) disclosed that it has entered into a definitive Agreement and Plan of Merger under which WD Capital Partners Merger Sub Inc., controlled by Chairman and CEO Thomas C. Priore and his affiliates through WD Capital Partners Parent Inc., will merge with and into the company, leaving Priority as a wholly owned subsidiary of Parent.
At closing, each share of common stock outstanding (excluding rollover, treasury, affiliate and appraisal shares) will be converted into the right to receive $8.05 in cash per share, without interest and subject to tax withholding. All stock options, RSUs and performance stock units will fully vest at the effective time and be canceled in exchange for cash based on the same merger consideration, with performance awards deemed achieved at target.
The transaction requires approval by a majority of all voting power and a majority of votes cast by “disinterested stockholders,” regulatory approvals, satisfaction of customary conditions, and continued effectiveness of the company’s credit agreements with Truist Bank and Varde Partners. A group including the reporting persons may be deemed to beneficially own about 61.4% of outstanding shares and has entered Support Agreements committing those shares to vote for the merger and to roll them into equity of the holding entity. If completed, PRTH’s shares will be delisted from Nasdaq and deregistered.
Priority Technology Holdings, Inc. (PRTH) agreed to be acquired in a management-led, all-cash merger by WD Capital Partners Parent Inc., an entity controlled by Chairman and CEO Thomas C. Priore. Public stockholders will receive $8.05 per share in cash, with Priority becoming a wholly owned private subsidiary of Parent.
A Special Committee of independent, disinterested directors negotiated the deal, unanimously deemed it fair and in the best interests of stockholders, and obtained a financial fairness opinion from Barclays. Closing requires approval by a majority of all voting power and a separate majority-of-disinterested-stockholders vote, plus U.S. regulatory approvals tied to state money transmitter licenses and other customary conditions.
Parent plans to fund the merger consideration and related costs with up to $160 million of equity financing from funds advised by Searchlight Capital Partners, borrowings under Priority’s existing Truist revolving credit facility, and company cash. Supporting Stockholders holding approximately 61.4% of outstanding shares signed support agreements, will roll over their shares into Holdings, and have agreed to vote in favor of the transaction. The Merger Agreement includes a $15.75 million company termination fee and a $35.25 million reverse termination fee and has an outside date of December 18, 2027; upon completion, PRTH will be delisted and deregistered.
Priority Technology Holdings, Inc. (PRTH) reported that Chief Operating Officer Ram Ranjana disposed of 12,762 shares of common stock to the issuer on February 18, 2026 at $5.50 per share. According to the filing, these shares were withheld to satisfy tax obligations, and Ranjana held 696,704 shares directly after the transaction. No Rule 10b5-1 trading plan is reported for this transaction.
Priority Technology Holdings, Inc. (PRTH) reported that Chief Technology Officer Sun Yi had equity compensation activity on August 1, 2026. Sun Yi acquired 25,000 shares of common stock upon the vesting of previously granted restricted stock units from an August 1, 2023 grant that totals 100,000 units vesting in four equal annual installments through August 1, 2027. On the same date, 7,338 shares of common stock were returned to the issuer at $6.50 per share to cover tax obligations associated with this vesting. No Rule 10b5-1 trading plan is reported for these transactions.