Priority Technology Holdings, Inc. — Director's Dealing 2025

Jan 22, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Priority Technology Holdings, Inc. (PRTH)
CIK: 0001653558
Period of Report: 2025-01-17

Reporting Person: Priore Thomas Charles (Director, President, CEO and Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-01-17	Common Stock	S	294167	$7.44	Disposed	34025319	Direct
2025-01-21	Common Stock	S	105833	$7.44	Disposed	33919486	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12500000	Indirect

Footnotes

F1: Shares sold on January 17, 2025, pursuant to underwritten public secondary offering as detailed in prospectus supplement filed with the SEC, dated January 15, 2025, pursuant to Rule 424(b)(5) and Registration No. 333-283519 (the Secondary Offering).

F2: This amount represents the $7.75 secondary public offering price per share of Common Stock of the Issuer, less the underwriting discount of $0.31 per share sold in the Secondary Offering.

F3: Shares sold on January 21, 2025, pursuant to the underwriters exercise of an option to purchase additional shares in the Secondary Offering.

F4: Includes 2,500,000 shares of PRTH common stock held by Lori A. Priore, the spouse of Thomas C. Priore, and Bernard H. Smyers, in their capacity as trustees of the Thomas C. Priore Irrevocable Insurance Trust u/a/d 1/8/2010, for the benefit of Lori A. Priore and the children of Thomas C. Priore and Lori A. Priore. Also includes 10,000,000 shares of PRTH common stock held by Lori A. Priore, the spouse of Thomas C. Priore, in her capacity as trustee of the Thomas Priore 2019 GRAT, for the benefit of Lori A. Priore and the children of Thomas C. Priore and Lori A. Priore.