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SCHEDULE 13D/A 0001615774-18-007562 0001747139 XXXXXXXX LIVE 2 Common Stock, par value $0.001 01/17/2025 false 0001653558 74275G107 Priority Technology Holdings, Inc. 2001 Westside Parkway Suite 155 Alpharetta X1 30004 John V. Priore 8009355961 2001 Westside Parkway Suite 155 Alpharetta GA 30004 0001747139 N John V. Priore OO N X1 50913.00 4020661.00 50913.00 4020661.00 4071574.00 N 5.4 IN Item 13 percentage based on 75,219,854 shares of Common Stock outstanding on January 15, 2025. Y AESV CreditCard Consulting, LLC OO N DE 0.00 4020661.00 0.00 4020661.00 4071574.00 N 5.4 OO Item 13 percentage based on 75,219,854 shares of Common Stock outstanding on January 15, 2025. Common Stock, par value $0.001 Priority Technology Holdings, Inc. 2001 Westside Parkway Suite 155 Alpharetta X1 30004 This Amendment No. 2 (this "Amendment No. 2") is being filed by AESV CreditCard Consulting, LLC ("AESV"), with respect to the shares of Common Stock (as defined below) directly held by it and the shares of Common Stock issuable upon exercise of warrants directly held by it and John V. Priore ("Priore"), who serves as the manager of, and solely controls, AESV, with respect to the shares of Common Stock directly held by AESV and the shares of Common Stock issuable upon exercise of warrants directly held by AESV. Priore and AESV are collectively referred to herein as the "Reporting Persons". The Reporting Persons amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on July 25, 2018 (the "Schedule 13D"). The Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 2. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Schedule 13D relates to the Common Stock, $0.001 par value per share ("The Common Stock") of Priority Technology Holdings, Inc., a Delaware corporation (the "Issuer"), with principal executive offices at 2001 Westside Parkway, Suite 155, Alpharetta, Georgia 30004. See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the Common Stock beneficially owned by the Reporting Persons. The percentages used in this Schedule 13D are calculated based upon 75,219,854 shares of Common Stock reported to be outstanding as of January 15, 2025, as described in the Company's Prospectus Supplement filed with the SEC on January 17, 2025, registration number 333-283519. See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. The Reporting Persons sold 598,187 shares on June 14, 2024 in a direct sale transaction at $3.56 per share sale price. The Reporting Persons sold 3,454,575 shares on January 17, 2025 in an underwritten secondary offering at $7.44 per share sale price, as described in the Company's Prospectus Supplement filed with the SEC on January 17, 2025, registration number 333-283519. The Reporting Persons sold 1,242,856 shares on January 21, 2025 in an underwritten secondary offering as a result of underwriters exercising their option to purchase additional shares, as described in the Company's Prospectus Supplement filed with the SEC on January 17, 2025, registration number 333-283519. Not applicable. Not applicable. John V. Priore John V. Priore John V. Priore 01/22/2025 AESV CreditCard Consulting, LLC AESV CreditCard Consulting, LLC John V. Priore/Manager 01/22/2025