If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13: Calculated based on 82,440,372 shares of common stock, par value $0.001 per share ("Common Stock"), of Priority Technology Holdings, Inc. (the "Issuer") issued and outstanding as of July 31, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on August 6, 2026 (the "Quarterly Report").


SCHEDULE 13D




Comment for Type of Reporting Person:
Rows 8, 10, and 11: Includes 4,000,000 shares of Common Stock held directly by AESV CreditCard Consulting, LLC. Row 13: Calculated based on 82,440,372 shares of Common Stock issued and outstanding as of July 31, 2026, as reported in the Quarterly Report.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13: Calculated based on 82,440,372 shares of Common Stock issued and outstanding as of July 31, 2026, as reported in the Quarterly Report.


SCHEDULE 13D


 
Thomas C. Priore
 
Signature:/s/ Thomas C. Priore
Name/Title:Thomas C. Priore
Date:09/21/2026
 
John V. Priore
 
Signature:/s/ John V. Priore
Name/Title:John V. Priore
Date:09/21/2026
 
AESV CreditCard Consulting, LLC
 
Signature:/s/ John V. Priore
Name/Title:Manager of AESV CreditCard Consulting, LLC
Date:09/21/2026

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

INTERIM INVESTORS AGREEMENT, DATED SEPTEMBER 18, 2026, BY AND AMONG HOLDINGS, PARENT, MERGER SUB, THE CONTROLLING STOCKHOLDER AND AN AFFILIATE OF THE EQUITY FINANCING SOURCE

JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS