Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Priore Thomas Charles 2. Issuer Name and Ticker or Trading Symbol Priority Technology Holdings, Inc. [PRTH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, CEO and Chairman (Last) (First) (Middle) C/O PRIORITY TECHNOLOGY HOLDINGS, INC., 2001 WESTSIDE PARKWAY, SUITE 155 3. Date of Earliest Transaction (Month/Day/Year) 02/05/2026 (Street) ALPHARETTA, GA 30004 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/05/2026 M 19,494 A (1) 34,002,878 D Common Stock 02/08/2026 M 63,898 A (1) 34,066,776 D Common Stock 12,500,000 I see footnote(2)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Unit

(1)

02/05/2026

M

19,494

(3)

(3)

Common Stock

19,494

$ 0

38,986

D

Restricted Stock Unit

(1)

02/08/2026

M

63,898

(4)

(4)

Common Stock

63,898

$ 0

63,898

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Priore Thomas Charles C/O PRIORITY TECHNOLOGY HOLDINGS, INC. 2001 WESTSIDE PARKWAY, SUITE 155 ALPHARETTA, GA 30004	X	X	President, CEO and Chairman

Signatures

/s/ Bradley J. Miller (Attorney-In-Fact)		02/09/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
(2)	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.
(3)	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.
(4)	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.

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