Priore Thomas Charles 4

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.