Priore Thomas Charles 4
4 · Priority Technology Holdings, Inc. · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Priority Technology (PRTH) 10% Owner Thomas C. Priore Converts RSUs
What Happened
Thomas C. Priore, reported as a 10% owner of Priority Technology Holdings, converted vested restricted stock units (RSUs) into a total of 83,392 common shares — 19,494 shares on Feb 5, 2026 and 63,898 shares on Feb 8, 2026. The Form 4 records these as derivative conversions (transaction code M). The filing shows $0 cash reported for these transactions (no sale or cash exercise reported).
Key Details
- Transaction dates and counts: Feb 5, 2026 — 19,494 shares; Feb 8, 2026 — 63,898 shares. Reported price: $0.00 (conversion/settlement).
- Transaction type: M = exercise or conversion of a derivative security (here, RSUs converting to shares upon vesting).
- Shares owned after transaction: the filer is listed as a 10% owner. Footnote F2 discloses related trust holdings of 2,500,000 and 10,000,000 PRTH shares (12,500,000 shares held in trust capacities).
- Relevant footnotes: F1 clarifies each RSU converts into one share; F3 and F4 show the RSU grants and vesting schedules (tranches that vested on Feb 5, 2026 and Feb 8, 2026 correspond to these conversions).
- Filing timeliness: Report filed Feb 9, 2026 for reportable transactions on Feb 5 and Feb 8 — filed within the typical two-business-day window.
Context
These entries reflect routine vesting/settlement of previously granted RSUs rather than open-market buy or sell activity. No cash was paid or received in the reported conversions, and no immediate sale was reported on the Form 4. As a 10% owner, Priore’s conversions largely reflect compensation/vesting events and related trust holdings rather than an independent market trade.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-02-05+19,494→ 34,002,878 total - Exercise/Conversion
Common Stock
[F1]2026-02-08+63,898→ 34,066,776 total - Exercise/Conversion
Restricted Stock Unit
[F1][F3]2026-02-05−19,494→ 38,986 total→ Common Stock (19,494 underlying) - Exercise/Conversion
Restricted Stock Unit
[F1][F4]2026-02-08−63,898→ 63,898 total→ Common Stock (63,898 underlying)
- 12,500,000(indirect: see footnote)
Common Stock
[F2]
Footnotes (4)
- [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.