Priority Technology Q3 net income falls 55.7%
The proposed cash acquisition is priced at $8.05 per share and is expected to close in the first half of 2027, subject to approvals.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Priority Technology Holdings, Inc. (PRTH) reported third-quarter 2026 revenue of $268.6 million, up 11.3% year over year, including 9.2% organic growth. Gross profit rose 8.1% to $97.0 million, while gross margin declined to 36.1% from 37.2%. Adjusted EBITDA, a non-GAAP measure, increased 5.5% to $60.9 million; adjusted diluted EPS rose 7.1% to $0.30.
Operating income decreased 5.0% to $35.9 million, net income decreased 55.7% to $12.2 million, and diluted EPS fell 58.8% to $0.14 from $0.34. Adjusted gross profit margin was 38.2%, compared with 39.2%.
Under a previously announced merger agreement, certain affiliates of WD Capital Partners Parent Inc. will acquire the company's outstanding common stock for $8.05 per share in cash, and the company will become privately held. Priority expects completion in the first half of 2027, subject to customary closing conditions, including stockholder approval and required regulatory approvals. In light of the pending transaction, Priority will not provide forward-looking guidance or host a third-quarter earnings call or webcast, and does not expect to host calls or webcasts in future quarters.
2 points · 0 major0 major · 2 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointRevenue increased 11.3% to $268.6 million; organic growth was 9.2%.
- Moderate pointAdjusted EBITDA increased 5.5% to $60.9 million.
Negative
- Moderate pointNet income decreased 55.7% to $12.2 million.
- Minor pointDiluted EPS declined 58.8% to $0.14.
Filing Explained
The
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Revenue: $268.6 million
Gross profit: $97.0 million
Operating income: $35.9 million
+5 more
8 metrics
Revenue
$268.6 million
Third quarter 2026; up 11.3% from $241.4 million in third quarter 2025
Gross profit
$97.0 million
Third quarter 2026; up 8.1% from $89.8 million in third quarter 2025
Operating income
$35.9 million
Third quarter 2026; down 5.0% from $37.8 million in third quarter 2025
Net income
$12.2 million
Third quarter 2026; down 55.7% from $27.6 million in third quarter 2025
Adjusted EBITDA
$60.9 million
Third quarter 2026; up 5.5% from $57.8 million in third quarter 2025; non-GAAP measure
Diluted EPS
$0.14
Third quarter 2026; down 58.8% from $0.34 in third quarter 2025
Adjusted diluted EPS
$0.30
Third quarter 2026; up 7.1% from $0.28 in third quarter 2025; non-GAAP measure
Merger consideration
$8.05 per share in cash
Consideration for the company's outstanding common stock under the merger agreement
Key Terms
Adjusted EBITDA, Adjusted gross profit margin, Organic growth, Settlement assets
4 terms
Adjusted EBITDA financial
"Adjusted EBITDA (a non-GAAP measure)"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Adjusted gross profit margin financial
"Adjusted gross profit margin is adjusted gross profit divided by revenues"
Adjusted gross profit margin shows how much money a company keeps from sales after subtracting the direct costs of making its products or services, but it removes one-time or unusual charges to show the underlying performance. Think of it as the profit rate of a lemonade stand after paying for ingredients, but with a one-off broken juicer or a special sale taken out so you can see how the stand normally performs; investors use it to compare profitability without distortions.
Organic growth financial
"including organic growth of 9.2%"
Organic growth is the increase in a company's sales or profits that comes from its own activities, such as selling more products or services, rather than through acquisitions or mergers. It is like a plant growing taller on its own, without needing outside help. For investors, it indicates the company's ability to expand steadily and sustainably through its existing business efforts.
Settlement assets financial
"Settlement assets"
Earnings Snapshot
Revenue: $268.6 million · Guidance included
Third quarter 2026
Revenue
$268.6 million
increased 11.3% from $241.4 million
Gross profit
$97.0 million
increased 8.1% from $89.8 million
Net income
$12.2 million
decreased 55.7% from $27.6 million
Adjusted EBITDA
$60.9 million
increased 5.5% from $57.8 million
Diluted EPS
$0.14
decreased 58.8% from $0.34
Adjusted diluted EPS
$0.30
increased 7.1% from $0.28
Guidance
In light of the pending transaction, Priority will not provide forward-looking guidance or updates to previously issued guidance.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How did PRTH's revenue and earnings change in Q3 2026?
Revenue was $268.6 million, up 11.3% from $241.4 million, including organic growth of 9.2%. Net income was $12.2 million, down 55.7% from $27.6 million, and diluted EPS was $0.14 compared with $0.34.
What are the terms of the PRTH go-private transaction?
Certain affiliates of WD Capital Partners Parent Inc. will acquire Priority's outstanding common stock for $8.05 per share in cash. Priority expects the transaction to be completed in the first half of 2027, subject to customary closing conditions, including stockholder approval and required regulatory approvals.
Will PRTH provide guidance or hold earnings calls during the pending transaction?
Priority will not provide forward-looking guidance or updates to previously issued guidance and will not host an earnings call or webcast for its third-quarter fiscal 2026 results. It does not expect to host calls or webcasts for future quarters.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 2.02. Results of Operations and Financial Condition.
On November 5, 2026 , Priority Technology Holdings, Inc. ("Priority Commerce") issued a press release announcing its financial results for the quarter ended September 30, 2026. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.
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 Number | Description | ||||
99.1 | Press Release of Priority Technology Holdings, Inc. dated November 5, 2026 | ||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | ||||
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.
Dated: | ||||||||
| PRIORITY TECHNOLOGY HOLDINGS, INC. | ||||||||
| By: /s/ Timothy M. O'Leary | ||||||||
| Name: Timothy M. O'Leary | ||||||||
| Title: Chief Financial Officer | ||||||||
EXHIBIT 99.1
Priority Technology Holdings, Inc. Reports Third Quarter Financial Results
Third Quarter Performance Driven by Strength of Unified Commerce Platform
ALPHARETTA, GA - November 5, 2026 -- Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority Commerce" or the "Company"), delivers payments and banking solutions that power connected commerce. Through a unified platform of payables, merchant services, and banking and treasury, Priority Commerce helps 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. Today, the Company has announced its third quarter 2026 financial results including strong year-over-year revenue growth.
Highlights of Consolidated Results and Additional Information1
Third Quarter 2026 Financial Highlights compared with Third Quarter 2025
•Revenue of $268.6 million increased 11.3% from $241.4 million, including organic growth of 9.2%
•Gross profit of $97.0 million increased 8.1% from $89.8 million
•Adjusted gross profit (a non-GAAP measure2) of $102.7 million increased 8.4% from $94.8 million
•Gross profit margin of 36.1% decreased by nearly 110 basis points from 37.2%
•Adjusted gross profit margin (a non-GAAP measure2) of 38.2% decreased by nearly 100 basis points from 39.2%
•Operating income of $35.9 million decreased 5.0% from $37.8 million
•Net Income of $12.2 million decreased 55.7% from $27.6 million
•Adjusted EBITDA (a non-GAAP measure2) of $60.9 million increased 5.5% from $57.8 million
•Diluted EPS of $0.14 decreased by $0.20, or by 58.8%, from $0.34
•Adjusted Diluted EPS (a non-GAAP measure2) of $0.30 increased by $0.02, or 7.1%, from $0.28
(1)Certain amounts/percentages may not compute accurately due to rounding.
(2)See "Non-GAAP Financial Measures" and the reconciliations of Adjusted Gross Profit (non-GAAP), Adjusted Gross Profit Margin (non-GAAP), Adjusted EBITDA (non-GAAP), and Adjusted EPS- diluted (non-GAAP) to their most comparable GAAP measures provided within this document for additional information.
1
EXHIBIT 99.1
Announced Go-Private Transaction
As previously announced on September 21, 2026, Priority Commerce entered into an Agreement and Plan of Merger (the “Merger Agreement”) under which certain affiliates of WD Capital Partners Parent Inc. will acquire the outstanding common stock of Priority Commerce for $8.05 per share in cash and the Company will become privately held (the "Transaction"). The Company expects to complete the Transaction in the first half of 2027, subject to fulfillment of customary closing conditions, including approval of Priority Commerce stockholders and receipt of required regulatory approvals.
Business Outlook and Earnings Conference Call
In light of the pending Transaction, Priority Commerce will not be providing forward-looking guidance or updates to previously issued guidance and will not host an earnings conference call or webcast for its third quarter fiscal 2026 results and does not expect to do so for any future quarters. Earnings materials are publicly available on the Investor Relations page of Priority Commerce's website at ir.prioritycommerce.com.
Non-GAAP Financial Measures
This communication includes certain non-GAAP financial measures that we regularly review to evaluate our business and trends, measure our performance, prepare financial projections, allocate resources, and make strategic decisions. We believe these non-GAAP measures help to illustrate the underlying financial and business trends relating to our results of operations and comparability between current and prior periods. We also use these non-GAAP measures to establish and monitor operational goals. However, these non-GAAP measures are not superior to or a substitute for prominent measurements calculated in accordance with GAAP. Rather, the non-GAAP measures are meant to be a complement to understanding measures prepared in accordance with GAAP.
2
EXHIBIT 99.1
Adjusted Gross Profit and Adjusted Gross Profit Margin
The Company's adjusted gross profit metric represents revenues less cost of revenue (excluding depreciation and amortization). Adjusted gross profit margin is adjusted gross profit divided by revenues. We review these non-GAAP measures to evaluate our underlying profit trends. The reconciliation of adjusted gross profit to its most comparable GAAP measure is provided below:
| (in thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | $ | 268,623 | $ | 241,439 | $ | 780,437 | $ | 705,881 | |||||||||||||||
| Cost of revenue (excluding depreciation and amortization) | (165,908) | (146,681) | (479,053) | (431,433) | |||||||||||||||||||
| Adjusted gross profit | $ | 102,715 | $ | 94,758 | $ | 301,384 | $ | 274,448 | |||||||||||||||
| Adjusted gross profit margin | 38.2 | % | 39.2 | % | 38.6 | % | 38.9 | % | |||||||||||||||
| Depreciation and amortization of revenue generating assets | (5,715) | (4,985) | (16,458) | (14,581) | |||||||||||||||||||
| Gross profit | $ | 97,000 | $ | 89,773 | $ | 284,926 | $ | 259,867 | |||||||||||||||
| Gross profit margin | 36.1 | % | 37.2 | % | 36.5 | % | 36.8 | % | |||||||||||||||
EBITDA and Adjusted EBITDA
EBITDA and adjusted EBITDA are performance measures. EBITDA is earnings before interest, income tax, depreciation, and amortization expenses ("EBITDA"). Adjusted EBITDA begins with EBITDA but further excludes certain non-cash costs, such as stock-based compensation and the write-off of the carrying value of investments or other assets, as well as debt extinguishment and modification expenses and other expenses and income items considered non-recurring, such as acquisition integration expenses, certain professional fees, and litigation settlements. We review the non-GAAP adjusted EBITDA measure to evaluate our business and trends, measure our performance, prepare financial projections, allocate resources, and make strategic decisions.
3
EXHIBIT 99.1
The reconciliation of adjusted EBITDA to its most comparable GAAP measure is provided below:
| (in thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | 12,223 | $ | 27,588 | $ | 31,846 | $ | 46,735 | |||||||||||||||
| Interest expense | 21,190 | 22,463 | 63,257 | 68,693 | |||||||||||||||||||
| Income tax expense (benefit) | 4,371 | (20,201) | 11,791 | (13,528) | |||||||||||||||||||
| Depreciation and amortization | 18,231 | 15,122 | 56,739 | 42,992 | |||||||||||||||||||
| EBITDA | 56,015 | 44,972 | 163,633 | 144,892 | |||||||||||||||||||
| Debt modification and extinguishment expenses | — | 12,476 | — | 12,514 | |||||||||||||||||||
| Selling, general and administrative (non-recurring) | 2,905 | 1,491 | 8,405 | 4,085 | |||||||||||||||||||
| Non-cash stock-based compensation | 1,652 | 2,327 | 6,023 | 7,119 | |||||||||||||||||||
| Bargain purchase adjustment/(gain) (non-recurring) | 354 | (3,507) | 354 | (3,507) | |||||||||||||||||||
| Adjusted EBITDA | $ | 60,926 | $ | 57,759 | $ | 178,415 | $ | 165,103 | |||||||||||||||
Further detail of certain of these adjustments, and where these items are recorded in our unaudited consolidated statements of operations, is provided below:
| (in thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Selling, general and administrative expenses (non-recurring): | |||||||||||||||||||||||
Legal fees(1) | $ | 1,080 | $ | 833 | $ | 4,290 | $ | 2,443 | |||||||||||||||
Professional, accounting and consulting fees(2) | 1,679 | 115 | 3,784 | 1,223 | |||||||||||||||||||
Other expenses, net(3) | 146 | 253 | 331 | 289 | |||||||||||||||||||
| Litigation settlement | — | 290 | — | 130 | |||||||||||||||||||
| $ | 2,905 | $ | 1,491 | $ | 8,405 | $ | 4,085 | ||||||||||||||||
(1) These legal expenses primarily relate to litigation matters, mergers and acquisitions, and other transactions (e.g., the pending Transaction), all of which are non-recurring in nature.
(2) These professional, accounting, and consulting fees are associated with non-recurring projects, including professional fees and incremental audit fees incurred for valuation and audit work related to the pending Transaction, acquisitions, disposals, and automation initiatives.
(3) These other expenses primarily include non-recurring director and management fees related to the pending Transaction, as well as non-recurring fees for web and security hosting, and software licenses.
(2) These professional, accounting, and consulting fees are associated with non-recurring projects, including professional fees and incremental audit fees incurred for valuation and audit work related to the pending Transaction, acquisitions, disposals, and automation initiatives.
(3) These other expenses primarily include non-recurring director and management fees related to the pending Transaction, as well as non-recurring fees for web and security hosting, and software licenses.
4
EXHIBIT 99.1
Adjusted Earnings Per Share (Adjusted EPS)
Adjusted EPS is a performance measure. Adjusted EPS is calculated by dividing adjusted net income attributable to common stockholders by weighted average number of shares outstanding for the respective periods.
Adjusted net income attributable to common stockholders begins with net income attributable to common stockholders adjusted to exclude various items listed below. We believe adjusted EPS is a measure that is useful to investors and management in understanding our ongoing profitability and in analysis of ongoing profitability trends.
| (in thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Reconciliation of Adjusted EPS | ||||||||||||||||||||||||||
| Net income attributable to common stockholders | $ | 12,223 | $ | 27,588 | $ | 31,846 | $ | 46,735 | ||||||||||||||||||
| Non-recurring release of valuation allowance on deferred tax assets | — | (21,170) | — | (20,670) | ||||||||||||||||||||||
| Debt extinguishment and modification costs | — | 12,476 | — | 12,514 | ||||||||||||||||||||||
| Non-cash stock-based compensation | 1,652 | 2,327 | 6,023 | 7,119 | ||||||||||||||||||||||
| Other non-recurring expenses | 2,905 | 1,491 | 8,405 | 4,085 | ||||||||||||||||||||||
| Amortization of acquisition related intangible assets | 12,796 | 10,334 | 41,161 | 29,065 | ||||||||||||||||||||||
Tax impact of adjustments(1) | (4,604) | (6,924) | (14,545) | (13,724) | ||||||||||||||||||||||
| Bargain purchase adjustment/(gain) (non-recurring) | 354 | (3,507) | 354 | (3,507) | ||||||||||||||||||||||
| Adjusted net income attributable to common stockholders | $ | 25,326 | $ | 22,615 | $ | 73,244 | $ | 61,617 | ||||||||||||||||||
| Weighted average common shares outstanding (basic) | 81,663 | 80,325 | 81,530 | 79,366 | ||||||||||||||||||||||
| Effect of dilutive potential common shares | 2,630 | 791 | 2,393 | 1,017 | ||||||||||||||||||||||
| Weighted average common shares outstanding (diluted) | 84,293 | 81,116 | 83,923 | 80,383 | ||||||||||||||||||||||
| Earnings per common share: | ||||||||||||||||||||||||||
| Basic | $ | 0.15 | $ | 0.34 | $ | 0.39 | $ | 0.59 | ||||||||||||||||||
| Diluted | $ | 0.14 | $ | 0.34 | $ | 0.38 | $ | 0.58 | ||||||||||||||||||
| Adjusted earnings per common share | ||||||||||||||||||||||||||
| Basic | $ | 0.31 | $ | 0.28 | $ | 0.90 | $ | 0.78 | ||||||||||||||||||
| Diluted | $ | 0.30 | $ | 0.28 | $ | 0.87 | $ | 0.77 | ||||||||||||||||||
(1) The tax impact calculated using the blended statutory income tax rate (i.e., 26.0% for the three and nine months ended September 30, 2026 and 2025)
5
EXHIBIT 99.1
Priority Commerce does not provide a reconciliation of forward-looking non-GAAP financial measures to their comparable GAAP financial measures because it could not do so without unreasonable effort due to the unavailability of the information needed to calculate reconciling items and due to the variability, complexity and limited visibility of the adjusting items that would be excluded from the non-GAAP financial measures in future periods. When planning, forecasting and analyzing future periods, the Company does so primarily on a non-GAAP basis without preparing a GAAP analysis as that would require estimates for various cash and non-cash reconciling items that would be difficult to predict with reasonable accuracy. For example, stock-based compensation expense would be difficult to estimate because it depends on the Company's future hiring and retention needs, as well as the future fair market value of the Company's common stock, all of which are difficult to predict and subject to constant change. As a result, the Company does not believe that a GAAP reconciliation would provide meaningful supplemental information about the Company's outlook.
6
EXHIBIT 99.1
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.
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.
Priority Commerce Investor Inquiries:
priorityIR@icrinc.com
priorityIR@icrinc.com
7
Priority Technology Holdings, Inc.
Unaudited Consolidated Statements of Operations and Comprehensive Income
(in thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | $ | 268,623 | $ | 241,439 | $ | 780,437 | $ | 705,881 | |||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Cost of revenue (excludes depreciation and amortization) | 165,908 | 146,681 | 479,053 | 431,433 | |||||||||||||||||||
| Salary and employee benefits | 28,950 | 26,140 | 86,625 | 78,975 | |||||||||||||||||||
| Depreciation and amortization | 18,231 | 15,122 | 56,739 | 42,992 | |||||||||||||||||||
| Selling, general and administrative | 19,647 | 15,724 | 55,699 | 44,734 | |||||||||||||||||||
| Total operating expenses | 232,736 | 203,667 | 678,116 | 598,134 | |||||||||||||||||||
| Operating income | 35,887 | 37,772 | 102,321 | 107,747 | |||||||||||||||||||
| Other expense | |||||||||||||||||||||||
| Interest expense | (21,190) | (22,463) | (63,257) | (68,693) | |||||||||||||||||||
| Debt extinguishment and modification costs | — | (12,476) | — | (12,514) | |||||||||||||||||||
| Other income, net | 1,897 | 4,554 | 4,573 | 6,667 | |||||||||||||||||||
| Total other expense, net | (19,293) | (30,385) | (58,684) | (74,540) | |||||||||||||||||||
| Income before income taxes | 16,594 | 7,387 | 43,637 | 33,207 | |||||||||||||||||||
| Income tax expense (benefit) | 4,371 | (20,201) | 11,791 | (13,528) | |||||||||||||||||||
| Net income attributable to common stockholders | $ | 12,223 | $ | 27,588 | $ | 31,846 | $ | 46,735 | |||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||
| Foreign currency translation adjustments | (68) | (279) | (532) | (19) | |||||||||||||||||||
| Comprehensive income | $ | 12,155 | $ | 27,309 | $ | 31,314 | $ | 46,716 | |||||||||||||||
| Earnings per common share: | |||||||||||||||||||||||
| Basic | $ | 0.15 | $ | 0.34 | $ | 0.39 | $ | 0.59 | |||||||||||||||
| Diluted | $ | 0.14 | $ | 0.34 | $ | 0.38 | $ | 0.58 | |||||||||||||||
Adjusted earnings per common share(1): | |||||||||||||||||||||||
| Basic | $ | 0.31 | $ | 0.28 | $ | 0.90 | $ | 0.78 | |||||||||||||||
| Diluted | $ | 0.30 | $ | 0.28 | $ | 0.87 | $ | 0.77 | |||||||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||||||
| Basic | 81,663 | 80,325 | 81,530 | 79,366 | |||||||||||||||||||
| Diluted | 84,293 | 81,116 | 83,923 | 80,383 | |||||||||||||||||||
(1)Adjusted EPS is a non-GAAP earnings measure. See Adjusted EPS reconciliation for further detail.
8
Priority Technology Holdings, Inc.
Unaudited Consolidated Balance Sheets
(in thousands)
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 135,648 | $ | 77,192 | |||||||
| Restricted cash | 16,009 | 16,457 | |||||||||
| Accounts receivable, net of allowances | 83,684 | 91,300 | |||||||||
| Prepaid expenses and other current assets | 30,125 | 32,145 | |||||||||
| Current portion of notes receivable, net of allowance | 2,856 | 2,062 | |||||||||
| Settlement assets | 1,504,904 | 1,295,896 | |||||||||
| Total current assets | 1,773,226 | 1,515,052 | |||||||||
| Notes receivable, less current portion | 18,641 | 17,629 | |||||||||
| Property, equipment and software, net | 65,325 | 58,636 | |||||||||
| Goodwill | 425,221 | 416,641 | |||||||||
| Intangible assets, net | 292,135 | 315,190 | |||||||||
| Deferred income taxes, net | 43,986 | 46,350 | |||||||||
| Other noncurrent assets | 30,707 | 29,306 | |||||||||
| Total assets | $ | 2,649,241 | $ | 2,398,804 | |||||||
| Liabilities, Stockholders' Deficit and Non-controlling interest | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued expenses | $ | 62,488 | $ | 70,636 | |||||||
| Accrued residual commissions | 40,922 | 40,463 | |||||||||
| Customer deposits and advance payments | 2,750 | 1,972 | |||||||||
| Current portion of long-term debt | 5,700 | — | |||||||||
| Settlement obligations | 1,506,105 | 1,297,263 | |||||||||
| Total current liabilities | 1,617,965 | 1,410,334 | |||||||||
| Long-term debt, net of current portion, discounts and debt issuance costs | 1,044,409 | 1,039,358 | |||||||||
| Other noncurrent liabilities | 44,347 | 41,484 | |||||||||
| Total liabilities | 2,706,721 | 2,491,176 | |||||||||
| Stockholders' deficit: | |||||||||||
| Preferred stock | — | — | |||||||||
| Common stock | 83 | 82 | |||||||||
| Treasury stock, at cost | (24,568) | (22,759) | |||||||||
| Additional paid-in capital | 19,204 | 13,925 | |||||||||
| Accumulated other comprehensive loss | (742) | (210) | |||||||||
| Accumulated deficit | (59,607) | (91,453) | |||||||||
| Total stockholders' deficit attributable to stockholders of Priority Commerce | (65,630) | (100,415) | |||||||||
| Non-controlling interests in consolidated subsidiaries | 8,150 | 8,043 | |||||||||
| Total stockholders' deficit | (57,480) | (92,372) | |||||||||
| Total liabilities, stockholders' deficit and Non-controlling interest | $ | 2,649,241 | $ | 2,398,804 | |||||||
9
Priority Technology Holdings, Inc.
Unaudited Consolidated Statements of Cash Flows
(in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 31,846 | $ | 46,735 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization of assets | 56,739 | 42,992 | |||||||||
| Stock-based compensation, ESPP, and incentive units compensation | 6,023 | 7,119 | |||||||||
| Amortization of debt issuance costs and discounts | 1,449 | 1,329 | |||||||||
| Debt extinguishment and modification costs | — | 12,514 | |||||||||
| Deferred income tax | 2,007 | (16,090) | |||||||||
| Change in contingent consideration | 679 | 2,449 | |||||||||
| Bargain purchase adjustment/(gain) | 354 | (3,506) | |||||||||
| Other non-cash items, net | (238) | (130) | |||||||||
| Change in operating assets and liabilities, net of effects of acquisitions: | |||||||||||
| Accounts receivable | 8,851 | (22,995) | |||||||||
| Prepaid expenses and other current assets | (2,169) | (2,054) | |||||||||
| Income taxes | 5,035 | (7,669) | |||||||||
| Accounts payable and accrued expenses | (10,460) | 1,498 | |||||||||
| Accrued residual commissions | 459 | 1,118 | |||||||||
| Customer deposits and advance payments | 778 | (142) | |||||||||
| Other assets, net | (1,821) | 1,352 | |||||||||
| Other liabilities, net | (1,507) | (1,359) | |||||||||
| Net cash provided by operating activities | 98,025 | 63,161 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Acquisition of business, net of cash acquired | (11,456) | (77,369) | |||||||||
| Additions to property, equipment and software | (20,430) | (18,952) | |||||||||
| Notes receivable, net | (4,106) | (5,060) | |||||||||
| Short-term investments, net | (500,000) | (46,667) | |||||||||
| Other investing activities | (11,197) | (3,850) | |||||||||
| Net cash used in investing activities | (547,189) | (151,898) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of long-term debt, net of issue discount | 9,493 | 1,019,714 | |||||||||
| Debt issuance and modification costs paid | — | (4,725) | |||||||||
| Repayments of long-term debt | (191) | (945,537) | |||||||||
| Shares withheld for taxes | (1,809) | (3,006) | |||||||||
| Proceeds from exercise of stock options | 15 | 413 | |||||||||
| Settlement obligations, net | 215,155 | 247,531 | |||||||||
| Payment of deferred/contingent consideration related to business combination | (170) | (19,756) | |||||||||
| NCI repurchase | — | (6,000) | |||||||||
| Net cash provided by financing activities | 222,493 | 288,634 | |||||||||
| Net change in cash and cash equivalents and restricted cash: | |||||||||||
| Net (decrease)/increase in cash and cash equivalents, and restricted cash | (226,671) | 199,897 | |||||||||
| Cash and cash equivalents and restricted cash at beginning of period | 1,345,998 | 993,864 | |||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | 1,119,327 | $ | 1,193,761 | |||||||
| Reconciliation of cash and cash equivalents, and restricted cash: | |||||||||||
| Cash and cash equivalents | $ | 135,648 | $ | 56,978 | |||||||
| Restricted cash | 16,009 | 12,984 | |||||||||
| Cash and cash equivalents included in settlement assets (restricted in nature) | 967,670 | 1,123,799 | |||||||||
| Total cash and cash equivalents, and restricted cash | $ | 1,119,327 | $ | 1,193,761 | |||||||
10
Priority Technology Holdings, Inc.
Unaudited Reportable Segments' Results
(in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Merchant Solutions: | |||||||||||||||||||||||
| Revenues | $ | 179,645 | $ | 161,874 | $ | 517,209 | $ | 476,794 | |||||||||||||||
| Adjusted EBITDA | $ | 32,627 | $ | 27,727 | $ | 91,254 | $ | 81,181 | |||||||||||||||
| Key Indicators: | |||||||||||||||||||||||
| Total card processing dollar value | $ | 19,265,134 | $ | 18,457,881 | $ | 57,151,775 | $ | 55,018,391 | |||||||||||||||
| Total card transaction count | 223,077 | 230,203 | 663,117 | 669,878 | |||||||||||||||||||
| Payables: | |||||||||||||||||||||||
| Revenues | $ | 31,626 | $ | 25,162 | $ | 94,497 | $ | 74,113 | |||||||||||||||
| Adjusted EBITDA | $ | 3,925 | $ | 3,455 | $ | 12,489 | $ | 10,741 | |||||||||||||||
| Key Indicators: | |||||||||||||||||||||||
| Buyer funded card processing dollar value | $ | 1,134,730 | $ | 789,700 | $ | 3,050,300 | $ | 2,295,100 | |||||||||||||||
| Supplier funded issuing dollar value | $ | 295,771 | $ | 230,882 | $ | 793,572 | $ | 688,399 | |||||||||||||||
| ACH transaction count | 4,695 | 4,860 | 14,481 | 14,277 | |||||||||||||||||||
| Treasury Solutions: | |||||||||||||||||||||||
| Revenues | $ | 60,267 | $ | 55,684 | $ | 179,626 | $ | 158,430 | |||||||||||||||
| Adjusted EBITDA | $ | 48,085 | $ | 46,676 | $ | 142,269 | $ | 134,677 | |||||||||||||||
| Key Indicators: | |||||||||||||||||||||||
| Average CFTPay billed clients | 1,152,092 | 1,054,238 | 1,141,312 | 995,660 | |||||||||||||||||||
| Average CFTPay monthly enrollments | 51,360 | 61,185 | 49,290 | 58,316 | |||||||||||||||||||
Average total account balances(1) | $ | 1,542,346 | $ | 1,248,432 | $ | 1,479,057 | $ | 1,145,164 | |||||||||||||||
(1) This represents the average total account balance in the Treasury Solutions segment, and excludes the deposits maintained in the Merchant Solutions and Payables segments. The total account and deposit balances as of September 30, 2026 and 2025, were $2.0 billion and $1.6 billion, respectively.
11
Priority Technology Holdings, Inc.
Unaudited Reportable Segments' Results
(in thousands)
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||
| Merchant Solutions | Payables | Treasury Solutions | Corporate | Total | ||||||||||||||||||||||||||||
| Reconciliation of Adjusted EBITDA to GAAP Measure: | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 32,627 | $ | 3,925 | $ | 48,085 | $ | (23,711) | $ | 60,926 | ||||||||||||||||||||||
| Interest expense | (1,199) | — | — | (19,991) | (21,190) | |||||||||||||||||||||||||||
| Depreciation and amortization | (10,245) | (1,288) | (5,396) | (1,302) | (18,231) | |||||||||||||||||||||||||||
| Selling, general and administrative (non-recurring) | — | — | — | (2,905) | (2,905) | |||||||||||||||||||||||||||
| Non-cash stock-based compensation | — | (35) | — | (1,617) | (1,652) | |||||||||||||||||||||||||||
| Bargain purchase adjustment (non-recurring) | — | — | — | (354) | (354) | |||||||||||||||||||||||||||
| Income (loss) before taxes | $ | 21,183 | $ | 2,602 | $ | 42,689 | $ | (49,880) | $ | 16,594 | ||||||||||||||||||||||
| Income tax expense | (4,371) | |||||||||||||||||||||||||||||||
| Net income | $ | 12,223 | ||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||
| Merchant Solutions | Payables | Treasury Solutions | Corporate | Total | ||||||||||||||||||||||||||||
| Reconciliation of Adjusted EBITDA to GAAP Measure: | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 91,254 | $ | 12,489 | $ | 142,269 | $ | (67,597) | $ | 178,415 | ||||||||||||||||||||||
| Interest expense | (3,428) | — | (669) | (59,160) | (63,257) | |||||||||||||||||||||||||||
| Depreciation and amortization | (33,256) | (3,865) | (15,896) | (3,722) | (56,739) | |||||||||||||||||||||||||||
| Selling, general and administrative (non-recurring) | — | — | — | (8,405) | (8,405) | |||||||||||||||||||||||||||
| Non-cash stock-based compensation | — | (107) | (1) | (5,915) | (6,023) | |||||||||||||||||||||||||||
| Bargain purchase adjustment (non-recurring) | — | — | — | (354) | (354) | |||||||||||||||||||||||||||
| Income (loss) before taxes | $ | 54,570 | $ | 8,517 | $ | 125,703 | $ | (145,153) | $ | 43,637 | ||||||||||||||||||||||
| Income tax expense | (11,791) | |||||||||||||||||||||||||||||||
| Net income | $ | 31,846 | ||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| Merchant Solutions | Payables | Treasury Solutions | Corporate | Total | ||||||||||||||||||||||||||||
| Reconciliation of Adjusted EBITDA to GAAP Measure: | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 27,727 | $ | 3,455 | $ | 46,676 | $ | (20,099) | $ | 57,759 | ||||||||||||||||||||||
| Interest expense | (357) | (361) | (143) | (21,602) | (22,463) | |||||||||||||||||||||||||||
| Depreciation and amortization | (7,607) | (1,275) | (4,924) | (1,316) | (15,122) | |||||||||||||||||||||||||||
| Debt modification and extinguishment expenses | — | — | — | (12,476) | (12,476) | |||||||||||||||||||||||||||
| Selling, general and administrative (non-recurring) | — | — | — | (1,491) | (1,491) | |||||||||||||||||||||||||||
| Non-cash stock-based compensation | — | (133) | (33) | (2,161) | (2,327) | |||||||||||||||||||||||||||
| Bargain purchase gain (non-recurring) | — | — | — | 3,507 | 3,507 | |||||||||||||||||||||||||||
| Income (loss) before taxes | $ | 19,763 | $ | 1,686 | $ | 41,576 | $ | (55,638) | $ | 7,387 | ||||||||||||||||||||||
| Income tax benefit | 20,201 | |||||||||||||||||||||||||||||||
| Net income | $ | 27,588 | ||||||||||||||||||||||||||||||
12
Priority Technology Holdings, Inc.
Unaudited Reportable Segments' Results
(in thousands)
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| Merchant Solutions | Payables | Treasury Solutions | Corporate | Total | ||||||||||||||||||||||||||||
| Reconciliation of Adjusted EBITDA to GAAP Measure: | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 81,181 | $ | 10,741 | $ | 134,677 | $ | (61,496) | $ | 165,103 | ||||||||||||||||||||||
| Interest expense | (357) | (2,158) | (385) | (65,793) | (68,693) | |||||||||||||||||||||||||||
| Depreciation and amortization | (20,865) | (3,798) | (14,507) | (3,822) | (42,992) | |||||||||||||||||||||||||||
| Debt modification and extinguishment expenses | — | — | — | (12,514) | (12,514) | |||||||||||||||||||||||||||
| Selling, general and administrative (non-recurring) | — | — | — | (4,085) | (4,085) | |||||||||||||||||||||||||||
| Non-cash stock-based compensation | 1 | (301) | (98) | (6,721) | (7,119) | |||||||||||||||||||||||||||
| Bargain purchase gain (non-recurring) | — | — | — | 3,507 | 3,507 | |||||||||||||||||||||||||||
| Income (loss) before taxes | $ | 59,960 | $ | 4,484 | $ | 119,687 | $ | (150,924) | $ | 33,207 | ||||||||||||||||||||||
| Income tax benefit | 13,528 | |||||||||||||||||||||||||||||||
| Net income | $ | 46,735 | ||||||||||||||||||||||||||||||
13