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Priority Technology (NASDAQ: PRTH) Q2 2026 results show $262M revenue

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

Rhea-AI Filing Summary

Priority Technology Holdings reported second-quarter 2026 revenue of $262.3 million, up 9.4% from $239.8 million, with gross profit of $94.4 million and adjusted gross profit of $99.9 million. Operating income was $33.0 million, below $37.4 million a year earlier, and net income was $9.9 million, or diluted EPS of $0.12 versus $0.14. Adjusted EBITDA rose to $59.4 million, and adjusted diluted EPS to $0.29.

Merchant Solutions delivered revenue of $175.8 million and adjusted EBITDA of $30.9 million; Payables revenue was $30.4 million with adjusted EBITDA of $3.1 million; Treasury Solutions revenue was $60.5 million with adjusted EBITDA of $47.5 million. Cash and cash equivalents were $120.3 million, and a net leverage ratio of 3.82x was calculated on total debt of $1,020.0 million. Management affirmed full-year 2026 guidance for revenue of $1.01–$1.04 billion, adjusted gross profit of $405–$425 million, and adjusted EBITDA of $230–$245 million.

Positive

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Filing Explained

As of June 30, 2026, cash and cash equivalents were $120,261 thousand, while $1,143,849 thousand in settlement assets was restricted in nature.

Priority Technology Holdings reports second-quarter results for the quarter ended June 30, 2026; its presentation says available liquidity is over $220 million, including an unfunded $100 million revolver and a $120 million cash balance.

This Form 8-K is the company’s current disclosure of the results and related Regulation FD information: the earnings release and slides were furnished, not filed, and are not incorporated into registration statements.

For the six months ended June 30, 2026, operating activities provided $55,345 thousand, while investing activities used $203,024 thousand, including $185,000 thousand for short-term investments.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Revenue $262.3 million Revenue for the quarter ended June 30, 2026, up 9.4% from $239.8 million in Q2 2025
Q2 2026 Net Income $9.9 million Net income attributable to common stockholders for the quarter ended June 30, 2026
Q2 2026 Adjusted EBITDA $59.4 million Adjusted EBITDA for the quarter ended June 30, 2026, compared with $56.0 million in Q2 2025
Q2 2026 Diluted EPS $0.12 Diluted earnings per common share for the quarter ended June 30, 2026, versus $0.14 a year earlier
Cash and Cash Equivalents $120.3 million Cash and cash equivalents as of June 30, 2026
Total Debt Balance $1,020.0 million Total debt balance used in net leverage calculation, excluding non-recourse borrowings
Net Leverage Ratio 3.82x Net leverage ratio based on LTM adjusted EBITDA as of Q2 2026
2026 Revenue Guidance $1.01–$1.04 billion Full-year 2026 revenue forecast range, implying 6%–9% growth versus fiscal 2025 results
Adjusted EBITDA financial
"Adjusted EBITDA (a non-GAAP measure2) of $59.4 million increased 6.0% from $56.0 million"
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 financial
"Adjusted gross profit (a non-GAAP measure2) of $99.9 million increased 8.1% from $92.4 million"
Adjusted gross profit is a company’s revenue from selling goods or services minus the direct costs of producing them, with one-time or unusual items added back or removed to show the core margin. Investors use it like a cleaned-up snapshot of how much a business actually earns on its products, similar to measuring body weight after removing heavy clothes, because it helps compare performance across periods and companies without noise from rare events.
non-GAAP financial measures financial
"This communication includes certain non-GAAP financial measures that we regularly review to evaluate our business"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
net leverage ratio financial
"Net Leverage Ratio 3.82x"
The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.
Treasury Solutions financial
"Treasury Solutions: Revenues $60,519 and Adjusted EBITDA $47,513"
Treasury solutions are a range of tools and services that help organizations manage their money, cash flow, and financial risks efficiently. They include strategies for collecting, spending, and safeguarding funds, much like a household managing its budget and savings. For investors, treasury solutions are important because they ensure a company's financial stability and smooth operation, which can influence its overall performance and value.
Revenue $262.3 million increased 9.4% from $239.8 million in the second quarter of 2025
Gross profit $94.4 million increased 7.9% from $87.5 million in the second quarter of 2025
Operating income $33.0 million decreased 11.8% from $37.4 million in the second quarter of 2025
Net income $9.9 million decreased 9.3% from $10.9 million in the second quarter of 2025
Adjusted EBITDA $59.4 million increased 6.0% from $56.0 million in the second quarter of 2025
Diluted EPS $0.12 decreased by $0.02 from $0.14 in the second quarter of 2025
Adjusted diluted EPS $0.29 increased by $0.03 from $0.26 in the second quarter of 2025
Guidance

For full-year 2026, management forecasts revenue between $1.01 billion and $1.04 billion, adjusted gross profit between $405 million and $425 million, and adjusted EBITDA between $230 million and $245 million.

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FAQ

How did Priority Technology (PRTH) perform in Q2 2026?
Priority Technology (PRTH) generated $262.3 million in Q2 2026 revenue, up 9.4% year over year. Gross profit was $94.4 million, net income $9.9 million, diluted EPS $0.12, and adjusted EBITDA $59.4 million, compared with $56.0 million in Q2 2025.

What full-year 2026 guidance did PRTH provide?
Management reaffirmed 2026 guidance for $1.01–$1.04 billion in revenue, implying 6%–9% growth versus 2025. It also forecast adjusted gross profit of $405–$425 million and adjusted EBITDA between $230 million and $245 million for the year.

How did PRTH's business segments perform in Q2 2026?
In Q2 2026, Merchant Solutions generated $175.8 million revenue and $30.9 million adjusted EBITDA. Payables delivered $30.4 million revenue and $3.1 million adjusted EBITDA. Treasury Solutions produced $60.5 million revenue and $47.5 million adjusted EBITDA, with strong contribution margins.

What were PRTH's key earnings per share metrics for Q2 2026?
Diluted EPS for Q2 2026 was $0.12, compared with $0.14 a year earlier. Adjusted diluted EPS, which excludes amortization, stock-based compensation and other items, was $0.29, up from $0.26 in Q2 2025, based on 83.8 million diluted shares outstanding.

What does Priority Technology's balance sheet look like as of June 30, 2026?
As of June 30, 2026, Priority held $120.3 million in cash and cash equivalents and total assets of about $2.50 billion. Total debt used in its leverage calculation was $1,020.0 million, and stockholders' deficit attributable to common shareholders was $79.2 million negative.

How leveraged is Priority Technology Holdings (PRTH)?
Using LTM adjusted EBITDA through Q2 2026, management calculated a 3.82x net leverage ratio, based on $1,020.0 million of total debt and $120.3 million of unrestricted cash. Available liquidity exceeded $220 million, including an unfunded $100 million revolver.

How does PRTH use non-GAAP measures like adjusted EBITDA?
Priority reports adjusted gross profit, adjusted EBITDA, and adjusted EPS to highlight underlying operating trends. These metrics exclude items such as stock-based compensation, non-recurring legal and transaction costs, and amortization of acquisition-related intangibles, with reconciliations provided to the nearest GAAP figures.
0001653558false00016535582026-08-062026-08-06

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 6, 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 2.02.      Results of Operations and Financial Condition.
On August 6, 2026, Priority Technology Holdings, Inc. ("Priority Commerce") issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.  
Item 7.01. Regulation FD Disclosure.
On August 6, 2026, Priority Commerce will hold an earnings conference call and webcast at 10:00 a.m. (Eastern Time) to discuss the financial results for the quarter ended June 30, 2026. The press release referenced in Item 2.02 contains information about how to access the conference call and webcast. A copy of the slide presentation to be used during the earnings call and webcast is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The slide presentation also will be available on our website, www.prioritycommerce.com under the "Investor Relations" section.
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 NumberDescription
99.1
Press Release of Priority Technology Holdings, Inc. dated August 6, 2026
99.2
Supplemental slide presentation
104The 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: August 6, 2026
PRIORITY TECHNOLOGY HOLDINGS, INC.
By: /s/ Timothy M. O'Leary
Name: Timothy M. O'Leary
Title: Chief Financial Officer


EXHIBIT 99.1
                        

prioritycommerce-fullcolor.jpg

Priority Technology Holdings, Inc. Reports Second Quarter Financial Results
Second Quarter Performance Driven by Strength of Unified Commerce Platform
ALPHARETTA, GA - August 6, 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 and today has announced its second quarter 2026 financial results including strong year-over-year revenue growth.
Highlights of Consolidated Results and Additional Information1
Second Quarter 2026 Financial Highlights compared with Second Quarter 2025
•Revenue of $262.3 million increased 9.4% from $239.8 million, including organic growth of 7.2%
•Gross profit of $94.4 million increased 7.9% from $87.5 million
•Adjusted gross profit (a non-GAAP measure2) of $99.9 million increased 8.1% from $92.4 million
•Gross profit margin of 36.0% decreased by nearly 50 basis points from 36.5%
•Adjusted gross profit margin (a non-GAAP measure2) of 38.1% decreased by nearly 40 basis points from 38.5%
•Operating income of $33.0 million decreased 11.8% from $37.4 million
•Net Income of $9.9 million decreased 9.3% from $10.9 million
•Adjusted EBITDA (a non-GAAP measure2) of $59.4 million increased 6.0% from $56.0 million
•Diluted EPS of $0.12 decreased by $0.02, or by 14.3%, from $0.14
•Adjusted Diluted EPS (a non-GAAP measure2) of $0.29 increased by $0.03, or 11.5%, from $0.26
(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.
"Strong second quarter results reflect the continued success of Priority’s Connected Commerce engine, with over 9% revenue growth and 8% adjusted gross profit growth,” said Tom Priore, Chairman & CEO of Priority. “The growing base of partners leveraging our platform for payments and treasury solutions to improve visibility into their financial environment with total command of their cashflow reinforces our belief in our vision for the future of commerce and confidence to affirm our full year 2026 financial guidance.”
1
EXHIBIT 99.1

Full Year 2026 Financial Guidance
Priority Commerce's outlook remains strong and we affirm our full year 2026 guidance:
•Revenue forecast to range between $1.01 billion to $1.04 billion, a growth rate of 6% to 9% compared to fiscal 2025 results
•Adjusted gross profit (a non-GAAP measure) forecast to range between $405 million and $425 million
•Adjusted EBITDA (a non-GAAP measure) forecast to range between $230 million to $245 million
Conference Call
The Company will host a conference call on Thursday, August 6, 2026 at 10:00 a.m. EDT to discuss its second quarter financial results. Participants can access the call by phone in the U.S. or Canada at (833) 636-1319 or internationally at (412) 902-4286.
The Internet webcast link and accompanying slide presentation can be accessed at https://viavid.webcasts.com/starthere.jsp?ei=1770268&tp_key=a6ff1aab23 and will also be posted in the "Investor Relations" section of the Company's website at https://ir.prioritycommerce.com/.
An audio replay of the call will be available shortly after the conference call until August 20, 2026, at 11:59 p.m. EDT. To listen to the audio replay, dial (844) 512-2921 or (412) 317-6671 and enter conference ID number 10210738. Alternatively, you may access the webcast replay in the "Investor Relations" section of the Company's website at https://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 June 30,Six Months Ended June 30,
2026202520262025
Revenues$262,256 $239,812 $511,814 $464,442 
Cost of revenue (excluding depreciation and amortization)(162,358)(147,399)(313,145)(284,752)
Adjusted gross profit$99,898 $92,413 $198,669 $179,690 
Adjusted gross profit margin38.1 %38.5 %38.8 %38.7 %
Depreciation and amortization of revenue generating assets(5,469)(4,911)(10,743)(9,597)
Gross profit$94,429 $87,502 $187,926 $170,093 
Gross profit margin36.0 %36.5 %36.7 %36.6 %

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.
The reconciliation of adjusted EBITDA to its most comparable GAAP measure is provided below:
(in thousands)Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Net income$9,863 $10,879 $19,623 $19,147 
Interest expense21,051 23,054 42,067 46,230 
Income tax expense3,774 4,423 7,420 6,673 
Depreciation and amortization20,893 14,093 38,508 27,870 
EBITDA55,581 52,449 107,618 99,920 
Debt modification and extinguishment expenses— — — 38 
Selling, general and administrative (non-recurring)1,531 395 5,500 2,594 
Non-cash stock-based compensation2,283 3,206 4,371 4,792 
Adjusted EBITDA$59,395 $56,050 $117,489 $107,344 

3
EXHIBIT 99.1

Further detail of certain of these adjustments, and where these items are recorded in our consolidated statements of operations, is provided below:

(in thousands)Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Selling, general and administrative expenses (non-recurring):
Legal fees(1)
1,385 314 3,210 1,610 
Professional, accounting and consulting fees(2)
42 64 2,105 1,108 
Other expenses, net(3)
104 17 185 36 
Litigation settlement— — — (160)
$1,531 $395 $5,500 $2,594 
(1) These legal expenses primarily relate to litigation matters, mergers and acquisitions, and other transactions (e.g., the on-going special committee process), 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 on-going special committee process, acquisitions, disposals, and automation initiatives.
(3) These other expenses primarily include non-recurring director and management fees related to the on-going special committee process 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 shareholders by weighted average number shares outstanding for the respective periods.

Adjusted net income attributable to common shareholders begins with net income attributable to common shareholders 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 June 30,Six Months Ended June 30,
2026202520262025
Reconciliation of Adjusted EPS
Net income attributable to common shareholders$9,863 $10,879 $19,623 $19,147 
Debt extinguishment and modification costs— — — 38 
Stock based compensation 2,283 3,206 4,371 4,792 
Other non-recurring expenses 1,531 395 5,500 2,594 
Amortization of acquisition related intangible assets15,742 9,417 28,365 18,731 
Tax impact of adjustments(1)
(5,084)(3,244)(9,941)(6,800)
Adjusted net income attributable to common share holders$24,335 $20,653 $47,918 $38,502 
Weighted average common shares outstanding (basic)81,549 78,981 81,462 78,878 
Effect of dilutive potential common shares2,274 856 2,274 1,090 
Weighted average common shares outstanding (diluted)83,823 79,837 83,736 79,968 
Earnings per common share:
Basic$0.12 $0.14 $0.24 $0.24 
Diluted$0.12 $0.14 $0.23 $0.24 
Adjusted earnings per common share
Basic$0.30 $0.26 $0.59 $0.49 
Diluted$0.29 $0.26 $0.57 $0.48 
(1) The tax impact calculated using the blended statutory income tax rate (i.e. 26.0% for three and six months ended June 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

7

Priority Technology Holdings, Inc.
Unaudited Consolidated Statements of Operations and Comprehensive Income
(in thousands, except per share amounts)

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Revenues$262,256$239,812$511,814$464,442
Operating expenses
Cost of revenue (excludes depreciation and amortization)162,358147,399313,145284,752
Salary and employee benefits29,15327,06057,67552,835
Depreciation and amortization20,89314,09338,50827,870
Selling, general and administrative16,80813,91036,05229,010
Total operating expenses229,212202,462445,380394,467
Operating income33,04437,35066,43469,975
Other expense
Interest expense(21,051)(23,054)(42,067)(46,230)
Debt extinguishment and modification costs———(38)
Other income, net1,6441,0062,6762,113
Total other expense, net(19,407)(22,048)(39,391)(44,155)
Income before income taxes13,63715,30227,04325,820
Income tax expense3,7744,4237,4206,673
Net income attributable to common stockholders$9,863$10,879$19,623$19,147
Other comprehensive income
Foreign currency translation adjustments(111)217 (464)260 
Comprehensive income $9,752$11,096$19,159$19,407
Earnings per common share:
Basic$0.12 $0.14 $0.24 $0.24 
Diluted$0.12 $0.14 $0.23 $0.24 
Adjusted earnings per common share(1):
Basic$0.30 $0.26 $0.59 $0.49 
Diluted$0.29 $0.26 $0.57 $0.48 
Weighted-average common shares outstanding:
Basic81,549 78,981 81,462 78,878 
Diluted83,823 79,837 83,736 79,968 

(1)Adjusted EPS in a non-GAAP earnings measure. See Adjusted EPS reconciliation for further detail.
8

Priority Technology Holdings, Inc.
Unaudited Consolidated Balance Sheets

(in thousands)
June 30, 2026December 31, 2025
Assets
Current assets:
Cash and cash equivalents$120,261 $77,192 
Restricted cash17,439 16,457 
Accounts receivable, net of allowances93,075 91,300 
Prepaid expenses and other current assets28,161 32,145 
Current portion of notes receivable, net of allowance1,751 2,062 
Settlement assets 1,372,510 1,295,896 
Total current assets1,633,197 1,515,052 
Notes receivable, less current portion20,952 17,629 
Property, equipment and software, net62,329 58,636 
Goodwill416,405 416,641 
Intangible assets, net287,633 315,190 
Deferred income taxes, net46,677 46,350 
Other noncurrent assets29,198 29,306 
Total assets$2,496,391 $2,398,804 
Liabilities, Stockholders' Deficit and Non-controlling interest
Current liabilities:
Accounts payable and accrued expenses$57,520 $70,636 
Accrued residual commissions44,415 40,463 
Customer deposits and advance payments1,637 1,972 
Current portion of long-term debt3,112 — 
Settlement obligations1,374,736 1,297,263 
Total current liabilities1,481,420 1,410,334 
Long-term debt, net of current portion, discounts and debt issuance costs1,044,685 1,039,358 
Other noncurrent liabilities41,337 41,484 
Total liabilities2,567,442 2,491,176 
Stockholders' deficit:
Preferred stock— — 
Common stock82 82 
Treasury stock, at cost(24,282)(22,759)
Additional paid-in capital17,538 13,925 
Accumulated other comprehensive loss(674)(210)
Accumulated deficit(71,830)(91,453)
Total stockholders' deficit attributable to stockholders of Priority Commerce(79,166)(100,415)
Non-controlling interests in consolidated subsidiaries8,115 8,043 
Total stockholders' deficit(71,051)(92,372)
Total liabilities, stockholders' deficit and Non-controlling interest$2,496,391 $2,398,804 

9
Priority Technology Holdings, Inc.
Unaudited Consolidated Statements of Cash Flows
(in thousands)
Six Months Ended June 30,
20262025
Cash flows from operating activities:
Net income$19,623 $19,147 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of assets38,508 27,870 
Stock-based compensation, ESPP, and incentive units compensation4,371 4,792 
Amortization of debt issuance costs and discounts949 882 
Debt extinguishment and modification costs— 38 
Deferred income tax(327)(2,318)
Change in contingent consideration(679)2,039 
Other non-cash items, net(136)(228)
Change in operating assets and liabilities:
Accounts receivable (1,775)(17,912)
Prepaid expenses and other current assets(1,146)(2,312)
Income taxes5,081 (339)
Accounts payable and accrued expenses(13,002)(6,810)
Accrued residual commissions3,952 2,966 
Customer deposits and advance payments(335)1,187 
Other assets, net433 1,043 
Other liabilities, net(172)(2,965)
Net cash provided by operating activities55,345 27,080 
Cash flows from investing activities:
Acquisition of business, net of cash acquired— (4,452)
Additions to property, equipment and software(12,612)(12,988)
Notes receivable, net(3,012)(1,430)
Short-term investments, net(185,000)— 
Other investing activities(2,400)(2,275)
Net cash used in investing activities(203,024)(21,145)
Cash flows from financing activities:
Proceeds from issuance of long-term debt7,681 — 
Debt issuance and modification costs paid— (40)
Repayments of long-term debt(191)(10,000)
Shares withheld for taxes (1,523)(2,314)
Proceeds from exercise of stock options— 334 
Settlement obligations, net77,359 190,863 
Payment of deferred/contingent consideration(96)(752)
Net cash provided by financing activities83,230 178,091 
Net change in cash and cash equivalents and restricted cash:
Net (decrease)/increase in cash and cash equivalents, and restricted cash(64,449)184,026 
Cash and cash equivalents and restricted cash at beginning of period1,345,998 993,864 
Cash and cash equivalents and restricted cash at end of period$1,281,549 $1,177,890 
Reconciliation of cash and cash equivalents, and restricted cash:
Cash and cash equivalents$120,261 $50,564 
Restricted cash17,439 14,205 
Cash and cash equivalents included in settlement assets (restricted in nature)1,143,849 1,113,121 
Total cash and cash equivalents, and restricted cash$1,281,549 $1,177,890 
10
Priority Technology Holdings, Inc.
Unaudited Reportable Segments' Results
(in thousands)

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Merchant Solutions:
Revenues$175,778 $163,230 $337,564 $314,920 
Adjusted EBITDA$30,887 $27,749 $58,627 $53,454 
Key Indicators:
Total card processing dollar value$19,549,972 $18,864,185 $37,886,641 $36,560,510 
Total card transaction count228,600 230,721 440,039 439,674 
Payables:
Revenues$30,430 $25,033 $62,871 $48,951 
Adjusted EBITDA$3,110 $3,770 $8,564 $7,286 
Key Indicators:
Buyer funded card processing dollar value$942,660 $788,500 $1,915,570 $1,505,400 
Supplier funded issuing dollar value$255,414 $220,227 $497,801 $457,517 
ACH transaction count4,726 4,776 9,785 9,417 
Treasury Solutions:
Revenues$60,519 $52,658 $119,359 $102,746 
Adjusted EBITDA$47,513 $45,558 $94,184 $88,001 
Key Indicators:
Average CFTPay billed clients1,142,908 992,279 1,135,922 966,371 
Average CFTPay monthly enrollments46,083 57,818 48,256 56,882 
Average total account balances(1)
$1,475,537 $1,145,715 $1,447,412 $1,093,530 
(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 June 30, 2026 and 2025, were $1.8 billion and $1.4 billion, respectively.



11
Priority Technology Holdings, Inc.
Unaudited Reportable Segments' Results
(in thousands)

Three Months Ended June 30, 2026
Merchant SolutionsPayablesTreasury SolutionsCorporateTotal
Reconciliation of Adjusted EBITDA to GAAP Measure:
Adjusted EBITDA$30,887 $3,110 $47,513 $(22,115)$59,395 
Interest expense(1,147)— (256)(19,648)(21,051)
Depreciation and amortization(13,094)(1,289)(5,297)(1,213)(20,893)
Selling, general and administrative (non-recurring)— — — (1,531)(1,531)
Non-cash stock based compensation— (36)— (2,247)(2,283)
Income (loss) before taxes$16,646 $1,785 $41,960 $(46,754)$13,637 
Income tax expense(3,774)
Net income$9,863 
Six Months Ended June 30, 2026
Merchant SolutionsPayablesTreasury SolutionsCorporateTotal
Reconciliation of Adjusted EBITDA to GAAP Measure:
Adjusted EBITDA$58,627 $8,564 $94,184 $(43,886)$117,489 
Interest expense(2,229)— (669)(39,169)(42,067)
Depreciation and amortization(23,011)(2,577)(10,500)(2,420)(38,508)
Selling, general and administrative (non-recurring)— — — (5,500)(5,500)
Non-cash stock based compensation— (72)(1)(4,298)(4,371)
Income (loss) before taxes$33,387 $5,915 $83,014 $(95,273)$27,043 
Income tax expense(7,420)
Net income$19,623 

Three Months Ended June 30, 2025
Merchant SolutionsPayablesTreasury SolutionsCorporateTotal
Reconciliation of Adjusted EBITDA to GAAP Measure:
Adjusted EBITDA$27,749 $3,770 $45,558 $(21,027)$56,050 
Interest expense— (790)(243)(22,021)(23,054)
Depreciation and amortization(6,633)(1,262)(4,941)(1,257)(14,093)
Selling, general and administrative (non-recurring)— — — (395)(395)
Non-cash stock based compensation5 (84)(33)(3,094)(3,206)
Income (loss) before taxes$21,121 $1,634 $40,341 $(47,794)$15,302 
Income tax expense(4,423)
Net income$10,879 





12
Priority Technology Holdings, Inc.
Unaudited Reportable Segments' Results
(in thousands)



Six Months Ended June 30, 2025
Merchant SolutionsPayablesTreasury SolutionsCorporateTotal
Reconciliation of Adjusted EBITDA to GAAP Measure:
Adjusted EBITDA$53,454 $7,286 $88,001 $(41,397)$107,344 
Interest expense— (1,796)(243)(44,191)(46,230)
Depreciation and amortization(13,258)(2,523)(9,583)(2,506)(27,870)
Debt modification and extinguishment expenses— — — (38)(38)
Selling, general and administrative (non-recurring)— — — (2,594)(2,594)
Non-cash stock based compensation1 (168)(65)(4,560)(4,792)
Income (loss) before taxes$40,197 $2,799 $78,110 $(95,286)$25,820 
Income tax expense(6,673)
Net income$19,147 






13
R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: Q2 2026 August 2026

 

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 2 Disclaimer Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation 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,” “anticipates,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, Priority Technology Holdings, Inc.’s (“Priority Commerce”, “we”, “our” or “us”) 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 presentation in the context of the risks and uncertainties disclosed in our Securities and Exchange Commission (“SEC”) filings, including our 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 presentation 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. This presentation includes certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and that may be different from non- GAAP financial measures used by other companies. Priority Commerce believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends of the Company. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. See the footnotes on the slides where these measures are discussed and the slides at the end of this presentation for a reconciliation of such non-GAAP financial measures to the most comparable GAAP numbers. Additionally, we present guidance for Adjusted EBITDA and Adjusted EBITDA as percentage of revenue, non-GAAP measures without reconciliation due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. See more information in Priority Commerce’s earnings press release. Adjusted Gross profit referred throughout this presentation is a non-GAAP measure calculated by subtracting Cost of services (excluding depreciation and amortization) from Revenue. Adjusted Gross profit margin referred throughout this presentation is a non-GAAP measure calculated by dividing Adjusted Gross Profit discussed above by Revenue. Adjusted EBITDA referred to throughout this presentation is a non-GAAP measure calculated as net income prior to interest expense, tax expense, depreciation and amortization expense, adjusted to add back certain non-cash charges and / or non-recurring charges deemed to not be part of normal operating expenses. Adjusted EBITDA margin referred throughout this presentation is a non-GAAP measure calculated by dividing Adjusted EBITDA discussed above by Revenue. See Appendix 1 – 2 of this presentation for a reconciliation of Adjusted Gross Profit to Gross Profit as per GAAP, a reconciliation of Adj. EBITDA to GAAP Income (loss) before Taxes and Priority Commerce’s earnings press release for more details.

 

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 3 Key 2nd Quarter 2026 Highlights Q2 2026 RESULTS MAINTAINING FY 2026 GUIDANCE Q2 2026 KEY METRICS REVENUE +9% ADJ GROSS PROFIT1 +8% ADJ EBITDA1 +6% ADJ EPS (diluted) $0.29 $1.8B Account Balances 1.8M Customer Accounts $151B Total Payments Volume2 1 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details 2 Represents LTM payments volume as of June 30, 2026 +12% REVENUE (In Millions) ADJUSTED EBITDA1 (In Millions) $1,010 - $1,040 $230 - $245 2026 Guidance Range 2026 Guidance Range YTD Actual YTD Actual

 

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 4 Q2 2026 Consolidated Results $92.4M $99.9M $56.0M $59.4M $239.8M $262.3M Q2 25 Q2 26 Q2 25 Q2 26 Q2 25 Q2 26Q2 25 Q2 26 9% 8% 6% Adjusted EBITDA1 increased 6% to $59.4 million Adj Gross Profit margin1 decreased 40 basis points to 38.1% Adj Gross Profit1 increased 8% to $99.9 million Revenue increased 9% to $262.3 million 1 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details 40bps 38.5% 38.1%

 

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 5 YTD 2026 Consolidated Results $179.7M $198.7M $107.3M $117.5M $464.4M $511.8M 10% 11% 9% Adjusted EBITDA1 increased 9% to $117.5 million Adj Gross Profit margin1 increased 10 basis points to 38.8% Adj Gross Profit1 increased 11% to $198.7 million Revenue increased 10% to $511.8 million 1 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details 10bps 38.7% 38.8% YTD 25 YTD 26 YTD 25 YTD 26 YTD 25 YTD 26YTD 25 YTD 26

 

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 6 Accelerate Cash Flow Optimize Working Capital ▪ Priority Commerce Engine (PCE) is a unified platform that provides our customers a personalized financial toolset to accelerate cash flow and optimize working capital on a single platform to collect, store, lend, and send money combining merchant services, payables and banking & treasury solutions ▪ Built with vision: PCE is a native platform built to manage money movement in complex multi- party environments Priority Commerce: Powering an Ecosystem of Integrated Financial Solutions A Proprietary API Suite that Enables Acquiring, Treasury & Payables Solutions Treasury Solutions Passport automates reconciliation, streamlines financial operations & provides full transparency to your liquidity Merchant Solutions Full featured POS & merchant acquiring solutions that accelerate your cash flow to capture revenue opportunities for businesses Payables Optimize your working capital and earn cash back by leveraging our payables & financing solutions while automating reconciliation LendCollect Store We Provide Personalized Payments and Banking Solutions to: Send + Priority Commerce Engine

 

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 7 Priority Commerce Engine Acc el er at eC as h Fl ow Payment Orchestration Optim ize W orkingCapital TreasurySolutionsDat a& Bu sin es s In sig ht s Payable Management (Credit, Debit, ACH, Check, Wire) (GLMapping,Recon,FDIC Pass-Through Insurance) (Card Issuing, AP Automation, ACH+) In te gr at ed Pa rt ne rs Consumer Finance Sports & Entertainment Payroll & Benefits Property Tech & Construction Others Consumers Small Businesses Property Managers Others Sports Franchises ✓ Monthly Platform SaaS Fees✓ Interchange on Card Volume ✓ Payment Processing Fees ✓ Float Income on Account Balances End Custom ers Revenue Streams

 

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 8 Second Quarter 2026 Financial Results

 

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 9 Merchant Solutions Highlights – Q2 2026 1 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details Revenue $175.8MM +8% YoY Adj. Gross Profit1 $39.8MM +12% YoY | 22.7% Margin Adj. EBITDA1 $30.9MM +11% YoY | 17.6% Margin Q2 2026 Segment Highlights ➔ Revenue growth driven by combination of 4.5% organic growth plus acquisitions in 2H 2025 ➔ Total Card $ Volumes in Q2 increased 3.6% YoY to $19.5bn ➔ Gross Margins expanded by over 100 bps

 

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 10 Payables Highlights – Q2 2026 1 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details Revenue $30.4MM +22% YoY Adj. Gross Profit1 $6.5MM (10%) YoY | 21.4% Margin Adj. EBITDA1 $3.1MM (17%) YoY | 10.2% Margin Q2 2026 Segment Highlights ➔ Revenue growth driven by 26% YoY increase in Buyer-Funded revenues ➔ Gross Margins and Adj EBITDA impacted by revenue mix combined with increased card network and interchange expenses

 

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 11 Treasury Solutions Highlights – Q2 2026 1 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details Revenue $60.5MM +15% YoY Adj. Gross Profit1 $53.6MM +8% YoY | 88.5% Margin Adj. EBITDA1 $47.5MM +4% YoY | 78.5% Margin Q2 2026 Segment Highlights ➔ CFTPay Avg Monthly New Enrollments slowed to 46k but Billed Client growth remained strong with 15% YoY increase to 1.1MM ➔ 133 Integrated Partners at quarter-end (up 30% from Q2 2025)

 

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 12 Consolidated Operating Expenses – Q2 2026 Salaries & Benefits $29.1MM +8% YoY SG&A $16.8MM +21% YoY Depreciation & Amortization $20.9MM +48% YoY Q2 2026 Highlights ➔ Higher Salaries & Benefits primarily related to acquisitions in 2H 2025 ➔ Increase in SG&A expenses driven by higher software (incl public cloud migration) and marketing related expenses combined with non-recurring legal and transaction related expenses

 

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 13 Capital Structure Highlights Net Leverage Calculation (In Millions) Total Debt Balance1 $1,020.0 ( - ) Unrestricted Cash Balance $120.3 Net Debt $899.7 LTM Adj. EBITDA (Q2 2026)2 $235.3 Net Leverage Ratio 3.82x 1 Total debt balance excludes non-recourse borrowings under the residual financing facility 2 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details Key Updates and Highlights   Available liquidity over $220 million including unfunded $100 million Revolver and $120 million cash balance Pro forma net leverage ratio of 3.75x based on run-rate impact of acquisitions Capital allocation strategy will focus on continued de- leveraging throughout 2026 complimented by tuck-in acquisitions Historical Leverage Profile   Net leverage ratio reduced to 3.82x based on continued growth in Adjusted EBITDA and free cash flow generation

 

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 14 Appendix

 

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 15 The reconciliation of adjusted gross profit to its most comparable GAAP measure is provided below: Appendix 1 – Adjusted Gross Profit1 Reconciliation Note: Certain dollar amounts may not add mathematically due to rounding 1Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details. Merchant Solutions Payables Treasury Solutions Eliminations Total Merchant Solutions Payables Treasury Solutions Eliminations Total Revenues $ 175.8 $ 30.4 $ 60.5 $ (4.5) $ 262.3 $ 163.2 $ 25.0 $ 52.7 $ (1.1) $ 239.8 Cost of Revenue (excluding depreciation and amortization) (136.0) (23.9) (7.0) 4.5 (162.4) (127.8) (17.8) (2.9) 1.1 (147.4) Adjusted Gross Profit 39.8 6.5 53.6 (0.0) 99.9 35.4 7.3 49.7 (0.0) 92.4 Adjusted Gross Profit Margin 22.7% 21.4% 88.5% 38.1% 21.7% 29.1% 94.4% 38.5% Depreciation and amortization of revenue generating assets (2.2) (0.7) (2.6) -- (5.5) (2.0) (0.7) (2.2) -- (4.9) Gross profit $ 37.7 $ 5.8 $ 51.0 $ (0.0) $ 94.4 $ 33.4 $ 6.6 $ 47.5 $ (0.0) $ 87.5 Gross profit margin 21.4% 19.0% 84.2% 36.0% 20.5% 26.3% 90.3% 36.5% (in Millions) (in Millions) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

 

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 16 The reconciliation of adjusted EBITDA to its most comparable GAAP measure is provided below: Appendix 2 – Adjusted EBITDA1 Reconciliation Note: Certain dollar amounts may not add mathematically due to rounding 1Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details. (in Millions) (in Millions) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Merchant Solutions Payables Treasury Solutions Eliminations Total Merchant Solutions Payables Treasury Solutions Eliminations Total Adjusted EBITDA 30.9$ 3.1$ 47.5$ (22.1)$ 59.4$ 27.7$ 3.8$ 45.6$ (21.0)$ 56.0$ Adjusted EBITDA Margin 17.1% 16.8% 79.3% 23.8% 17.0% 15.1% 86.5% 23.4% Interest Expense (1.1) -- (0.3) (19.6) (21.1) -- (0.8) (0.2) (22.0) (23.1) Depreciation and Amortization (13.1) (1.3) (5.3) (1.2) (20.9) (6.6) (1.3) (4.9) (1.3) (14.1) Selling, General and Administrative (Non-Recurring) -- -- -- (1.5) (1.5) -- -- -- (0.4) (0.4) Non-Cash Stock Based Compensation -- (0.0) -- (2.2) (2.3) 0.0 (0.1) (0.0) (3.1) (3.2) Income (Loss) Before Taxes 16.6$ 1.8$ 42.0$ (46.8)$ 13.6$ 21.1$ 1.6$ 40.3$ (47.8)$ 15.3$ Income (Loss) Before Taxes % of Revenue 9.5% 5.9% 69.3% -- 5.2% 12.9% 6.5% 76.6% 6.4%

 

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 17 The reconciliation of Adjusted Earnings Per Share is provided below: Appendix 3 – Adjusted Earnings Per Share Reconciliation 1 The tax impact calculated using the blended statutory income tax rate (i.e. 26.0% for three months ended June 30, 2026 and 2025) (in Millions) Three Months Ended June 30, 2026 2025 Reconciliation of Adjusted EPS Net income attributable to common shareholders 9.9$ 10.9$ Stock based compensation 2.3 3.2 Other non-recurring expenses 1.5 0.4 Amortization of acquisition related intangible assets 15.7 9.4 Tax impact of adjustments (1) (5.1) (3.2) Adjusted net income attributable to common share holders 24.3$ 20.7$ Weighted average common shares outstanding (basic) 81.5 78.8 Effect of dilutive potential common shares 2.2 1.1 Weighted average common shares outstanding (diluted) 83.7 79.9 Earnings (loss) per common share: Basic 0.12$ 0.14$ Diluted 0.12$ 0.14$ Adjusted earnings per common share: Basic 0.30$ 0.26$ Diluted 0.29$ 0.26$

 

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