PRTH forms special committee to review CEO’s non-binding proposal

Priority Technology Holdings (PRTH) reported that its board formed a special committee of independent and disinterested directors to evaluate a preliminary, non-binding proposal submitted by Chairman and CEO Thomas Priore, dated November 9, 2025.

Rhea-AI Filing Summary

Priority Technology Holdings (PRTH) reported that its board formed a special committee of independent and disinterested directors to evaluate a preliminary, non-binding proposal submitted by Chairman and CEO Thomas Priore, dated November 9, 2025. The announcement was made on November 10, 2025 and a press release was furnished as Exhibit 99.1.

The move places review of the CEO’s proposal with a committee focused on independence and process. Further details are contained in the accompanying press release.

Insights

Corporate governance analyst

Independent committee formed to evaluate CEO’s non-binding proposal.

Priority Technology Holdings disclosed that the board created a special committee of independent and disinterested directors on November 10, 2025. The committee will evaluate a preliminary, non-binding proposal from CEO Thomas Priore dated November 9, 2025.

This structure is a common governance step when a company leader proposes a transaction, aiming to ensure an arm’s‑length review. The filing does not include terms or valuation details.

Next updates are expected through company disclosures; outcomes depend on the committee’s evaluation and any subsequent negotiations.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Priority Technology Holdings (PRTH) announce?

The board formed a special committee of independent and disinterested directors to evaluate a preliminary, non-binding proposal from Chairman and CEO Thomas Priore.

When was the proposal submitted to PRTH?

The proposal is dated November 9, 2025.

When did PRTH announce the special committee?

The company announced the committee on November 10, 2025 and furnished a press release as Exhibit 99.1.

Who made the proposal under review at PRTH?

Thomas Priore, the company’s Chairman and Chief Executive Officer.

Is the PRTH proposal binding?

No. It is described as preliminary and non-binding.

Where can investors find more details about PRTH’s announcement?

In the press release furnished as Exhibit 99.1 to the current report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/10/2025 - 09:54 PM EST Learn about SEC filing dates

0001653558false00016535582025-11-102025-11-10

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

November 10, 2025

Date of Report (Date of earliest event reported)

Priority Technology Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-37872

47-4257046

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

2001 Westside Parkway
Suite 155
Alpharetta,			Georgia						30004
(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 class

Trading Symbol

Name of each exchange on which registered

Common stock, $0.001 par value

PRTH

NASDAQ

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 8.01 Other Events

On November 10, 2025, Priority Technology Holdings, Inc. (the “Company”) issued a press release to announce that its board of directors had formed a special committee of independent and disinterested directors that is authorized, among other things, to evaluate the preliminary, non-binding proposal, dated November 9, 2025, by Thomas Priore, the Company’s Chairman and Chief Executive Officer. The press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

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 10, 2025
104			Cover 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.

November 10, 2025

PRIORITY TECHNOLOGY HOLDINGS, INC.

By: /s/ Timothy O'Leary

Name: Timothy O'Leary

Title: Chief Financial Officer