Form 4: PRTH General Counsel Granted 61,539 Restricted Stock Units

Priority Technology Holdings' General Counsel and CRO, Bradley J. Miller, received a grant of 61,539 restricted stock units with a three-year vesting schedule.

Summary

• Bradley J. Miller, General Counsel and Chief Risk Officer (CRO) of Priority Technology Holdings, Inc. (PRTH), was granted 61,539 Restricted Stock Units (RSUs).
• The grant date for these RSUs was November 21, 2025.
• Each RSU represents a contingent right to receive one share of the Issuer's common stock.
• The RSUs vest in three equal annual installments, contingent upon Mr. Miller's continued employment with the Issuer.
• The vesting schedule is as follows: 20,513 units on February 18, 2026; 20,513 units on February 18, 2027; and 20,513 units on February 18, 2028.

Sentiment

Score: 6

Explanation: The grant of restricted stock units is a routine compensation event, generally viewed as a positive for executive retention and alignment with shareholder interests, without significant immediate impact on company financials or operations.

Positives

• The RSU grant serves as an incentive for Bradley J. Miller, aligning his interests with long-term shareholder value creation.
• Equity compensation like RSUs is a common tool for executive retention, encouraging continued employment and dedication to the company's success.

Risks

• The vesting of the restricted stock units is subject to Bradley J. Miller's continued employment with Priority Technology Holdings, Inc., meaning the units could be forfeited if employment ceases before vesting dates.

Future Outlook

The grant of restricted stock units indicates a forward-looking compensation strategy designed to retain key executives and incentivize long-term performance, with the full benefit realized upon successful vesting over the next three years.

Management Comments

• Bradley J. Miller, General Counsel and CRO, signed the Statement of Changes in Beneficial Ownership.

Industry Context

The grant of Restricted Stock Units (RSUs) to a senior executive is a standard practice in the financial technology and broader corporate sectors. This form of equity compensation is widely used to align executive incentives with shareholder interests and to promote long-term retention within competitive talent markets.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a form of executive compensation is a common and widely accepted practice across various industries, including financial technology.
• Many publicly traded companies, such as PayPal, Square (Block Inc.), and Fiserv, utilize similar equity-based awards to incentivize and retain key management personnel.
• The three-year graded vesting schedule is typical for such grants, providing a sustained incentive for continued employment and performance, comparable to practices observed at peer companies.

Stakeholder Impact

• Shareholders: Potential for minor future dilution upon vesting and conversion of RSUs into common stock, but also benefits from enhanced executive retention and alignment of interests.
• Employees (specifically Bradley J. Miller): Receives a significant equity award, providing a long-term incentive and a stake in the company's future performance.

Next Steps

• The Restricted Stock Units will vest in three annual installments on February 18, 2026, February 18, 2027, and February 18, 2028, subject to continued employment.

Key Dates

Keywords

Priority Technology Holdings, PRTH, Form 4, Restricted Stock Units, RSU grant, executive compensation, insider transaction, Bradley J. Miller