Welcome to our dedicated page for Priority Technology Hldgs SEC filings (Ticker: PRTH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings for Priority Technology Holdings, Inc. (NASDAQ: PRTH) provide detailed insight into how the company reports on its payments and banking platform, capital structure, and strategic activity. Through Current Reports on Form 8-K and other filings, Priority discloses material events related to its unified commerce engine for collecting, storing, lending, and sending funds, as well as developments in its Merchant Solutions, Payables, and Treasury Solutions segments.
Investors can use this page to access Form 8-K filings that cover quarterly financial results, including revenue, gross profit, and non-GAAP metrics such as Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, and Adjusted EPS. These filings typically attach press releases and slide presentations and include reconciliations from non-GAAP measures to the most comparable GAAP figures, along with explanations of how management uses these metrics.
Priority’s SEC filings also document financing and credit arrangements. Recent Form 8-Ks describe amendments to the company’s credit and guaranty agreement, new and incremental term loans, incremental revolving credit commitments, and a senior secured delayed draw credit facility secured by assets of special purpose subsidiaries. These filings outline key terms such as maturity, applicable margins, covenants, and the use of proceeds, including funding acquisitions and paying related fees and expenses.
Another important area in the filings is mergers and acquisitions documentation. Priority has filed Form 8-Ks describing asset purchase agreements for the acquisition of substantially all of the assets of DMSJV, LLC (Dealer Merchant Services) and of payment processing and related ancillary assets from entities associated with Boom Commerce. These filings summarize purchase price structures, earnout provisions, equity components, and indemnification arrangements, and incorporate the full agreements by reference.
Priority’s filings also record strategic and corporate governance events. In November 2025, the company filed Form 8-Ks noting receipt of a preliminary, non-binding proposal from an investor group led by its Chairman and Chief Executive Officer to acquire the remaining shares of common stock not already held by that group, and the formation of a special committee of independent and disinterested directors to evaluate that proposal and potential strategic alternatives. Exhibits to these filings include press releases and the proposal letter.
On this page, users can review Priority’s SEC submissions as they are made available from EDGAR, and AI-powered summaries can help explain the key points of complex documents, highlight important terms in credit agreements and asset purchase agreements, and surface notable items in earnings-related filings and other material event disclosures.
Priority Technology Holdings, Inc. is soliciting proxies for its 2026 Annual Meeting of Stockholders to be held virtually on June 11, 2026. The Board asks shareholders to vote on the election of six directors, approval of an 8,000,000-share increase to its Equity Incentive Plan, a non-binding advisory vote on Named Executive Officer compensation, and ratification of KPMG as auditor.
The proxy statement discloses a preliminary, non-binding take-private proposal dated November 9, 2025 from an investor group led by CEO and Chairman Thomas Priore offering $6.00 to $6.15 per share; a Special Committee of independent directors, advised by Barclays and Paul, Weiss, has been formed to evaluate the proposal. The Proposed Take-Private Transaction is not on the meeting agenda.
Priority Technology Holdings General Counsel Bradley J. Miller reported a share disposition related to tax withholding. On February 18, 2026, 9,136 shares of common stock were returned to the issuer at $5.50 per share to satisfy tax obligations, according to the footnote.
After this issuer disposition, Miller directly held 231,598 shares of Priority Technology Holdings common stock. The transaction reflects shares withheld for taxes rather than an open-market sale.
Priority Technology Holdings General Counsel and CRO Bradley J. Miller had shares withheld to cover taxes on equity compensation. On June 6, 2025, 23,399 shares of common stock were disposed to the issuer at $8.37 per share to satisfy tax obligations. After this routine withholding, Miller directly held 240,734 common shares.
Priority Technology Holdings director Clayton James Main exercised restricted stock units into common shares. On April 1, 2026, 4,296 restricted stock units converted into 4,296 shares of common stock at no exercise price, increasing his direct holdings to 12,971 shares. These units are part of a February 5, 2026 grant of 17,182 restricted stock units that vest in four 25% installments on April 1, 2026, July 1, 2026, October 1, 2026, and January 1, 2027, contingent on his continued board service.
Priority Technology Holdings director Michael Passilla exercised equity awards and adjusted his holdings in company stock. On April 1, 2026, he converted 4,296 restricted stock units into 4,296 shares of common stock at no exercise price. Of these, 1,168 shares were withheld to satisfy tax obligations at a price of $4.72 per share, leaving him with 134,328 shares held directly after the transactions.
He also has 76,052 shares held indirectly through Posillipo Ventures, Inc., where he is a managing member. Separately, on February 5, 2026, he was granted 17,182 restricted stock units that vest in four equal 25% installments between April 1, 2026 and January 1, 2027, contingent on continued service as a director.
Priority Technology Holdings, Inc. director Davis Marietta reported compensation-related equity activity. He exercised restricted stock units into 4,296 shares of common stock at no cash cost. Of these, 1,168 shares were returned to the company at $4.72 per share to satisfy tax obligations, leaving him with 83,548 common shares held directly after the transactions.
The filing also notes a prior grant of 17,182 restricted stock units on February 5, 2026, scheduled to vest in four equal installments on April 1, 2026, July 1, 2026, October 1, 2026, and January 1, 2027, subject to his continued service as a director.
Priority Technology Holdings director Christina M. Favilla exercised 4,296 restricted stock units on April 1, 2026, receiving the same number of common shares at a $0.00 exercise price. After this derivative exercise, she held 134,755 common shares directly.
On the same date, 1,229 common shares were disposed back to the issuer at $4.72 per share to satisfy tax obligations, a non‑market transaction, leaving her with 133,526 shares held directly. A prior grant of 17,182 restricted stock units made on February 5, 2026 vests in four equal installments between April 1, 2026 and January 1, 2027, contingent on her continued service as a director.
Priority Technology Holdings director Marc A. Crisafulli exercised restricted stock units into common shares. On April 1, 2026, he converted 4,296 restricted stock units into 4,296 shares of common stock at a price of $0.00 per share.
Following the transaction, he directly held 92,102 shares of common stock and 12,886 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock, making this a routine equity-based compensation event rather than an open-market purchase or sale.
Priority Technology Holdings, Inc. changed its independent auditor, dismissing Ernst & Young LLP and appointing KPMG LLP effective March 11, 2026. EY’s audit reports for 2024 and 2025 contained no adverse or disclaimed opinions and were not qualified for uncertainty, scope, or principles.
The company notes there were no disagreements with EY on accounting, disclosure, or audit procedures. A previously reported material weakness in internal control over financial reporting related to automated controls for third-party processors’ data was disclosed in 2024–2025 filings and is described as remediated in the 2025 Form 10-K.
Priority Technology Holdings, Inc. reports full-year 2025 results with revenue of $953.0 million and operating income of $141.2 million. The company generated net income attributable to common stockholders of $55.7 million, compared with a net loss of $24.0 million in 2024, reflecting a significant profitability improvement.
Priority describes itself as a payments and banking fintech focused on helping businesses collect, store, lend and send money through an integrated commerce engine. It serves about 1.8 million customer accounts, processing roughly $150.0 billion in annual transaction volume and administering about $1.7 billion of account balances across Merchant Solutions, Payables and Treasury Solutions segments.