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

Priority Technology (NASDAQ: PRTH) director converts 4,296 RSUs, holds 12,971 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Priority Technology Holdings director Clayton James Main exercised restricted stock units into common shares. On April 1, 2026, 4,296 restricted stock units converted into 4,296 shares of common stock at no exercise price, increasing his direct holdings to 12,971 shares. These units are part of a February 5, 2026 grant of 17,182 restricted stock units that vest in four 25% installments on April 1, 2026, July 1, 2026, October 1, 2026, and January 1, 2027, contingent on his continued board service.

Positive

  • None.

Negative

  • None.
Insider Main Clayton James
Role Director
Type Security Shares Price Value
Exercise Restricted Stock Unit 4,296 $0.00 --
Exercise Common Stock 4,296 $0.00 --
Holdings After Transaction: Restricted Stock Unit — 12,886 shares (Direct); Common Stock — 12,971 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. On February 5, 2026, the Reporting Person was granted 17,182 restricted stock units which vest 25% on April 1, 2026, 25% on July 1, 2026, 25% on October 1, 2026, and 25% on January 1, 2027 subject to the Reporting Person's continued service as a director of the Issuer.
RSUs exercised 4,296 units Converted into 4,296 common shares on April 1, 2026
Shares after transaction 12,971 shares Direct common stock holdings following April 1, 2026 settlement
RSU grant size 17,182 units Granted on February 5, 2026 as director equity award
Vesting structure 4 tranches of 25% Vests on April 1, July 1, October 1, 2026 and January 1, 2027
Exercise price $0.00 per share RSU conversion into common stock on April 1, 2026
Exercise events 1 derivative exercise Aggregated in transaction summary for this Form 4
Restricted Stock Unit financial
"Each restricted stock unit represents a contingent right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
derivative security financial
"transaction_code_description: Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
vesting financial
"which vest 25% on April 1, 2026, 25% on July 1, 2026"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
contingent right financial
"represents a contingent right to receive one share of the Issuer's common stock"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Main Clayton James
(Last)(First)(Middle)
C/O PRIORITY TECHNOLOGY HOLDINGS, INC.
2001 WESTSIDE PARKWAY, SUITE 155
(Street)
ALPHARETTA GEORGIA 30004
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Priority Technology Holdings, Inc. [ PRTH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026M4,296A(1)12,971D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)04/01/2026M4,296 (2) (2)Common Stock4,296$012,886D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
2. On February 5, 2026, the Reporting Person was granted 17,182 restricted stock units which vest 25% on April 1, 2026, 25% on July 1, 2026, 25% on October 1, 2026, and 25% on January 1, 2027 subject to the Reporting Person's continued service as a director of the Issuer.
Remarks:
/s/ Bradley J. Miller (Attorney-In-Fact)04/03/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did PRTH director Clayton James Main report?

Clayton James Main reported exercising 4,296 restricted stock units into 4,296 shares of Priority Technology Holdings common stock. The transaction occurred on April 1, 2026 at a zero exercise price as part of his equity compensation package tied to continued board service.

How many PRTH shares does Clayton James Main hold after this Form 4?

After the April 1, 2026 transaction, Clayton James Main directly holds 12,971 shares of Priority Technology Holdings common stock. This reflects the addition of 4,296 shares received from the conversion of restricted stock units into common shares at no exercise cost.

What restricted stock unit grant did PRTH award to Clayton James Main?

On February 5, 2026, Priority Technology Holdings granted Clayton James Main 17,182 restricted stock units. These units represent a contingent right to receive one common share each, subject to a scheduled vesting timetable and his continued service as a director on the company’s board.

What is the vesting schedule for Clayton James Main’s PRTH restricted stock units?

The 17,182 restricted stock units vest in four equal 25% installments. Vesting dates are April 1, 2026, July 1, 2026, October 1, 2026, and January 1, 2027, and each tranche requires Clayton James Main’s continued service as a director with Priority Technology Holdings.

Did Clayton James Main buy or sell PRTH shares on the open market?

The reported transactions do not involve open-market buying or selling. Instead, 4,296 restricted stock units were exercised into 4,296 common shares at a zero exercise price, reflecting the vesting and settlement of equity compensation rather than discretionary market trades.

How many derivative exercises did PRTH’s Form 4 for Clayton James Main show?

The Form 4 shows one derivative exercise event involving 4,296 restricted stock units. These units were converted into 4,296 shares of common stock on April 1, 2026, increasing Clayton James Main’s direct holdings while not indicating any concurrent sale or tax-withholding disposition.