Priority Technology (PRTH) Director Michael Passilla Exercises RSUs, Sells Shares

What Happened

Michael Passilla, a director of Priority Technology Holdings, had 4,296 restricted stock units (RSUs) convert into common shares on July 1, 2026 (recorded as an exercise/conversion of a derivative at $0 per share). On the same day he sold 1,168 shares in an open-market transaction at $6.67 per share, realizing $7,791. The Form 4 also shows a same-day disposition of 4,296 derivative shares (reported at $0), related to the RSU settlement details in the footnotes.

Key Details

• Transaction dates: July 1, 2026 (reported on Form 4 filed July 23, 2026 — appears to be a late filing).
• Acquired (conversion of RSUs): 4,296 shares @ $0.00 (code M).
• Sold (open market): 1,168 shares @ $6.67 = $7,791 (code S).
• Disposed (derivative): 4,296 shares @ $0.00 (reported as derivative disposition).
• Shares owned after transaction: Not specified in the Form 4.
• Relevant footnotes:
  • F1: Each RSU converts to one common share.
  • F2: Some shares may have been withheld to satisfy tax obligations.
  • F3: Some shares were acquired by Posillipo Ventures, Inc., an LLC for which the reporting person is a managing member.
  • F4: These 4,296 shares correspond to a 17,182-RSU grant that vests 25% on 4/1/26, 25% on 7/1/26, 25% on 10/1/26 and 25% on 1/1/27.

Context

• Code M indicates an option/derivative exercise or conversion — here, scheduled RSU vesting converted RSUs into shares. The filing shows both conversion activity and a small open-market sale the same day; the sale amount ($7,791) is modest and commonly reflects tax withholding or personal liquidity needs rather than an investment signal.
• The Form 4 was filed on July 23, 2026 for transactions dated July 1, 2026; SEC rules generally require Form 4s within 2 business days, so this filing appears late and may warrant attention for compliance.