O'Leary Tim 4

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.