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Priority Technology (NASDAQ: PRTH) buys Convenient Payments, signs IntelliPay deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Priority Technology Holdings, Inc. (PRTH) disclosed that its indirect wholly owned subsidiary, Priority Payment Systems, LLC, entered into and simultaneously closed a Membership Interest Purchase Agreement to acquire all membership interests of Convenient Payments, LLC. The consideration consists of $11,500,000, subject to adjustments under the agreement, plus up to an additional $3,500,000 in earnout payments over up to eight full fiscal quarters, based on a specified percentage of gross profit.

Separately, Priority Technology Holdings announced it has entered into a membership interest purchase agreement to acquire IntelliPay, whose software supports payment acceptance and management for government, education, and healthcare organizations. The acquisition will establish Priority Commerce Government, extending the company’s enterprise payments business into the public sector, and is expected to contribute just over $4 million of incremental revenue for the balance of 2026.

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Filing Explained

Convenient Payments has closed, but IntelliPay remains an agreement rather than a completed acquisition; the parent guarantees its subsidiary’s payment obligations.

The filing places the two disclosed acquisitions at different stages: Convenient Payments was acquired and closed, while IntelliPay remains at the signed-agreement stage, so its purchase is not disclosed as completed.

For Convenient Payments, Priority Technology Holdings guarantees the payment obligations of its indirect wholly owned subsidiary, Priority Payment Systems, under the purchase agreement, creating a parent-level contractual obligation.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Initial purchase price for Convenient Payments, LLC $11,500,000 Cash consideration under the Membership Interest Purchase Agreement, subject to adjustments
Earnout Cap for Convenient Payments, LLC acquisition $3,500,000 Maximum aggregate earnout over up to eight full fiscal quarters based on gross profit
Earnout period length up to eight full fiscal quarters Period over which gross-profit-based earnouts may be paid for Convenient Payments, LLC
Expected 2026 incremental revenue from Priority Commerce Government just over $4 million Incremental revenue for the balance of 2026 related to the IntelliPay acquisition
Trading Symbol PRTH Common stock, $0.001 par value, listed on NASDAQ
Membership Interest Purchase Agreement financial
"entered into and simultaneously closed the transaction contemplated by, a Membership Interest Purchase Agreement"
A membership interest purchase agreement is a contract used when someone buys an ownership stake in a limited liability company (LLC). It spells out what is being sold, the price, any promises about the business’s condition, and who takes responsibility for debts or legal issues—like a receipt and rulebook for the sale. Investors care because it transfers control, affects future cash flow and liabilities, and can change the value and tax treatment of their investment.
earnout payments financial
"up to an aggregate of $3,500,000 in earnout payments over a period of up to eight"
Earnout payments are additional sums the buyer of a business agrees to pay the seller later if the acquired company achieves specific performance goals, like revenue or profit targets. Think of it as a bonus paid after the sale that ties part of the purchase price to future results; for investors this changes how much risk and future cash flow the deal carries and can affect valuation, incentives and reported liabilities.
gross profit financial
"based on a specified percentage of gross profit (as defined and calculated as set forth"
Gross profit is the amount a business keeps from sales after subtracting the direct costs to make or buy the products or services sold — like the money left from a lemonade stand after paying for lemons, sugar and cups. Investors watch gross profit to judge how well a company’s core operations and pricing cover those direct costs, revealing its basic profitability and whether margins are improving or shrinking over time.
forward-looking statements regulatory
"This press release contains "forward-looking statements" within the meaning of the"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Private Securities Litigation Reform Act of 1995 regulatory
"forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995"

FAQ

What acquisition did PRTH complete involving Convenient Payments, LLC?
Priority Technology Holdings’ subsidiary Priority Payment Systems, LLC acquired all membership interests of Convenient Payments, LLC under a Membership Interest Purchase Agreement, for $11.5 million in cash consideration subject to adjustments plus up to $3.5 million in earnout payments over up to eight fiscal quarters.

How large is the potential earnout for the Convenient Payments deal by PRTH?
The Convenient Payments transaction includes potential earnout payments of up to $3.5 million over up to eight full fiscal quarters, based on a specified percentage of gross profit as defined and calculated in the Membership Interest Purchase Agreement.

What new business line will the IntelliPay acquisition create for PRTH?
The IntelliPay acquisition will establish Priority Commerce Government, extending PRTH’s enterprise payments business into the public sector by serving government agencies, educational institutions, healthcare organizations, and other entities that require secure, integrated payment acceptance and management.

What incremental 2026 revenue does PRTH expect from Priority Commerce Government?
Priority Technology Holdings expects Priority Commerce Government, built around the IntelliPay acquisition, to contribute just over $4 million of incremental revenue for the balance of 2026, according to the company’s announcement.

What does IntelliPay’s software enable according to PRTH’s 8-K press release?
IntelliPay’s software enables government agencies, educational institutions, healthcare organizations, and other organizations to securely accept and manage payments, integrating with existing financial and business systems and supporting card and ACH payments across online, mobile, in-person, and recurring channels.

Who guaranteed PPS’s payment obligations in the Convenient Payments acquisition for PRTH?
Priority Technology Holdings, Inc. acted as guarantor of Priority Payment Systems, LLC’s payment obligations under the Membership Interest Purchase Agreement for the acquisition of Convenient Payments, LLC.

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Understanding 8-K Material Events →
0001653558false00016535582026-08-252026-08-25

United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
August 25, 2026
Date of Report (Date of earliest event reported)

PriorityCommerce-Full Color.jpg

Priority Technology Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware001-3787247-4257046
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 
 
2001 Westside Parkway
Suite 155
Alpharetta,Georgia30004
(Address of Principal Executive Offices) (Zip Code) 
 
Registrant's telephone number, including area code: (800) 935-5961 
 
(Former name or former address, if changed since last report) 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, $0.001 par valuePRTHNASDAQ



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of (1933 §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

                                        Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 1.01 Entry into a Material Definitive Agreement

On August 25, 2026, Priority Payment Systems, LLC (“PPS”), an indirect, wholly-owned subsidiary of Priority Technology Holdings, Inc. (the “Company”), entered into and simultaneously closed the transaction (the “Transaction”) contemplated by, a Membership Interest Purchase Agreement (the “Purchase Agreement”), by and among PPS as buyer, Convenient Payments Acquisition Subsidiary, LLC, as seller (“Seller”), and the Company (solely with respect to its guarantee of PPS’s payment obligations thereunder). Pursuant to the Purchase Agreement, PPS acquired all of the membership interests of Convenient Payments, LLC for a purchase price consisting of (i) $11,500,000, subject to certain adjustments as set forth in the Purchase Agreement, and (ii) up to an aggregate of $3,500,000 in earnout payments (the “Earnout Cap”) over a period of up to eight full fiscal quarters following the closing of the Transaction based on a specified percentage of gross profit (as defined and calculated as set forth in the Purchase Agreement) generated during each such fiscal quarter, up to the Earnout Cap, as set forth in the Purchase Agreement.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Purchase Agreement contains various representations and warranties made by the parties solely for the benefit of the other parties to the Purchase Agreement. Such representations and warranties (a) have been made only for purposes of the Purchase Agreement, (b) have been qualified by confidential disclosures made to the other parties in connection with the Purchase Agreement, (c) are subject to materiality qualifications contained in the Purchase Agreement that may differ from what may be viewed as material by investors, (d) were made only as of the date of the Purchase Agreement or such other date as is specified in the Purchase Agreement, and (e) have been included in the Purchase Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. Accordingly, investors should not rely on the representations or warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the assets acquired, the Company, or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be reflected in the Company’s public disclosures.


Item 9.01        Financial Statements and Exhibits
(d) Exhibits – The following exhibit is furnished as part of this Current Report on Form 8-K.
Exhibit NumberDescription
10.1
Membership Interest Purchase Agreement by and between Priority Payment Systems LLC, as Buyer and Convenient Payments Acquisition Subsidiary, LLC, as Seller, dated August 25, 2026
99.1
Press Release dated August 26, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
August 25, 2026
PRIORITY TECHNOLOGY HOLDINGS, INC.
By: /s/ Timothy O'Leary
Name: Timothy O'Leary
Title: Chief Financial Officer



Exhibit 99.1

prioritycommercelogo.jpg

Priority Commerce Announces Acquisition of IntelliPay

ALPHARETTA, Ga. – August 26, 2026 – Priority Technology Holdings, Inc. (NASDAQ: PRTH) (“Priority Commerce” or the “Company”) today announced it has entered into a membership interest purchase agreement to acquire IntelliPay, whose software enables government agencies, educational institutions, and healthcare organizations to securely accept and manage payments.

The acquisition will establish Priority Commerce Government, extending the company's enterprise payments business into the public sector. Priority Commerce Government is expected to contribute just over $4 million of incremental revenue to Priority Commerce for the balance of 2026.

“IntelliPay has been a longstanding partner and has built a strong business serving state and local municipalities with unique payment acceptance and billing needs,” said Tom Priore, CEO of Priority Commerce. “Acquiring high-performing partners in our ecosystem is an important part of our strategy to build out key verticals. Our shared vision for streamlining financial operations in the public sector makes IntelliPay a natural fit as we bring seamless payments and treasury solutions to this critical market.”

"Priority Commerce shares our commitment to helping organizations modernize the way they accept and manage payments,” said Casey Leloux, CEO of IntelliPay. “Together, we'll be able to bring our solutions to more customers while continuing to serve the public sector with the reliability and integration capabilities our clients expect."

About Priority Commerce
Priority Commerce delivers payments and banking solutions that power connected commerce. Through a unified platform of payables, merchant services, and banking and treasury, we help businesses manage money more effectively and unlock growth. The Priority Commerce Engine accelerates cash flow, improves working capital, reduces costs, and creates new revenue opportunities. Learn more about Priority Commerce (NASDAQ: PRTH) at prioritycommerce.com.

About Intellipay
IntelliPay develops software that enables government agencies, educational institutions, healthcare organizations and other organizations to accept and manage payments while integrating with existing financial and business systems. Its solutions support card and ACH

Exhibit 99.1
payments across online, mobile, in-person and recurring payment channels. For more information, visit IntelliPay.com.

Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services, and other statements identified by words such as "may," "will," "should," "anticipates," "believes," "expects," "plans," "future," "intends," "could," "estimate," "predict," "projects," "targeting," "potential" or "contingent," "guidance," "outlook" or words of similar meaning. These forward-looking statements include, but are not limited to, our 2026 outlook and statements regarding our market and growth opportunities.

Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive risks, trends and uncertainties that could cause actual results to differ materially from those projected, expressed, or implied by such forward-looking statements. Our actual results could differ materially, and potentially adversely, from those discussed or implied herein.

We caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this press release in the context of the risks and uncertainties disclosed in our SEC filings, including our most recent Annual Report on Form 10-K filed with the SEC on March 10, 2026. These filings are available online at www.sec.gov or www.prioritycommerce.com.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the way we expect. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance.

The forward-looking statements included in this press release are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

Media Contact:
alison.jones@prth.com


Exhibit 99.1
Investor Contact:
PriorityIR@icrinc.com


Source: View Original Filing on SEC EDGAR

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