Priority Technology Holdings, Inc. — Director's Dealing 2026

Feb 9, 2026

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Priority Technology Holdings, Inc. (PRTH)
CIK: 0001653558
Period of Report: 2026-02-05

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
2026-02-05	Common Stock	M	19494	—	Acquired	34002878	Direct
2026-02-08	Common Stock	M	63898	—	Acquired	34066776	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2026-02-05	Restricted Stock Unit	$	M	19494	Disposed		Common Stock (19494)	Direct
2026-02-08	Restricted Stock Unit	$	M	63898	Disposed		Common Stock (63898)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12500000	Indirect

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

F2: 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.

F3: On February 5, 2025, the Reporting Person was granted 58,480 restricted stock units which vest subject to the Reporting Person's continued service as an employee of the Issuer as follows: 19,494 on
February 5, 2026; 19,493 on February 5, 2027; and 19,493 on February 5, 2028.

F4: On February 8, 2024, the Reporting Person was granted 191,693 restricted stock units which vest subject to the Reporting Person's continued service as an employee of the Issuer as follows: 63,898
on February 8, 2025; 63,898 on February 8, 2026 and 63,898 on February 8, 2027.