Davis Marietta 4

What Happened
Davis Marietta, a director of Priority Technology Holdings, had 4,296 restricted stock units (RSUs) convert to common shares on April 1, 2026. Of those vested shares, 1,168 were withheld and disposed to the issuer to satisfy tax withholding at $4.72 per share, generating $5,513. The RSU conversion shows an exercise/conversion price of $0.00 (i.e., no cash cost to convert); net new shares received by Marietta after withholding were 3,128 (4,296 vested − 1,168 withheld).

Key Details

• Transaction date: April 1, 2026; Form 4 filed April 3, 2026 (timely filing).
• Vesting/conversion: 4,296 RSUs converted to 4,296 shares (reported as derivative exercise/conversion, $0.00).
• Tax withholding/disposition: 1,168 shares disposed to issuer at $4.72 each for $5,513 (footnote F2: shares withheld to satisfy tax obligations).
• Net shares received: 3,128 shares after withholding.
• Shares owned after the transaction: not specified in the filing.
• Relevant footnotes: F1 (each RSU equals one share), F2 (shares withheld for taxes), F3 (original grant of 17,182 RSUs on Feb 5, 2026 vesting 25% on 4/1/26 and subsequent quarterly vesting through 1/1/27).

Context
This was a routine vesting of RSUs tied to director compensation, not an open-market purchase or sale for investment purposes. The withholding/sale of a portion of the vested shares to cover taxes is a common cashless settlement mechanism and does not necessarily indicate any change in the insider’s view of the company.