O'Leary Tim 4
4 · Priority Technology Holdings, Inc. · Filed Jan 29, 2026
Research Summary
AI-generated summary of this filing
Priority Technology (PRTH) CFO Tim O'Leary Exercises RSUs, Withholds Shares
What Happened
Tim O'Leary, Chief Financial Officer of Priority Technology Holdings (PRTH), had 142,976 restricted stock units (RSUs) vest and converted to common shares on September 19, 2025. Of those, 63,681 shares were surrendered/withheld to the issuer to satisfy tax obligations at $7.48 per share (total value $476,334). Net shares delivered to O'Leary after withholding: 79,295 shares. These transactions reflect RSU vesting and routine tax withholding rather than an open-market sale.
Key Details
- Transaction date: September 19, 2025. Form filed January 29, 2026 (late filing — ~4 months after the transaction).
- Conversion (derivative exercise) of 142,976 RSUs into common shares (three vesting tranches: 61,729; 49,751; 31,496).
- Disposition to issuer (tax withholding): 63,681 shares @ $7.48 = $476,334. Net shares received by insider: 79,295.
- Footnotes: F1 = each RSU equals one common share; F2 = shares withheld to satisfy tax obligations; F3–F5 = details of the original RSU grants and vesting schedules (grants in 2022, 2023, 2024).
- Transaction codes: M = exercise/conversion of derivative (RSU conversion); D = disposition to issuer (withholding).
- The filing appears late (reporting period 9/19/2025; filing 1/29/2026). Late filings can reduce timeliness of disclosure but don't by themselves indicate misconduct.
Context
This was a standard RSU vest-and-settle event: RSUs vested and converted into shares, and the company withheld a portion to cover the employee’s tax obligations (a common "cashless" or share-withholding practice). This is not an open-market sale by the insider for cash proceeds (aside from the value of shares surrendered for taxes), so it should be viewed as routine compensation-related activity rather than a directional trading signal.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2025-09-19+61,729→ 199,695 total - Exercise/Conversion
Common Stock
[F1]2025-09-19+49,751→ 249,446 total - Exercise/Conversion
Common Stock
[F1]2025-09-19+31,496→ 280,942 total - Disposition to Issuer
Common Stock
[F2]2025-09-19$7.48/sh−63,681$476,334→ 217,261 total - Exercise/Conversion
Restricted Stock Unit
[F1][F3]2025-09-19−61,729→ 61,727 total→ Common Stock (61,729 underlying) - Exercise/Conversion
Restricted Stock Unit
[F1][F4]2025-09-19−49,751→ 0 total→ Common Stock (49,751 underlying) - Exercise/Conversion
Restricted Stock Unit
[F1][F5]2025-09-19−31,496→ 62,992 total→ Common Stock (31,496 underlying)
Footnotes (5)
- [F1]Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- [F2]Shares withheld to satisfy tax obligations.
- [F3]On September 19, 2023, the Reporting Person was granted 185,185 restricted stock units. 185,185 vest subject to the Reporting Person's continued service as an employee of the Issuer as follows: 61,729 on September 19, 2024; 61,729 on September 19, 2025; and 61,727 on September 19, 2026.
- [F4]On September 19, 2022, the Reporting Person was granted 149,254 restricted stock units. 149,254 vest subject to the Reporting Person's continued service as an employee of the Issuer as follows: 49,752 on September 19, 2023; 49,751 on September 19, 2024; and 49,751 on September 19, 2025.
- [F5]On September 19, 2024, the Reporting Person was granted 94,488 restricted stock units. 94,488 vest subject to the Reporting Person's continued service as an employee of the Issuer as follows: 31,496 on September 19, 2025; 31,496 on September 19, 2026; and 31,496 on September 19, 2027.