Every 8-K that Priority Technology Hldgs Inc (PRTH) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow PRTH and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PRTH filings page.
Priority Technology Holdings, Inc. (PRTH) disclosed that its indirect wholly owned subsidiary, Priority Payment Systems, LLC, entered into and simultaneously closed a Membership Interest Purchase Agreement to acquire all membership interests of Convenient Payments, LLC. The consideration consists of $11,500,000, subject to adjustments under the agreement, plus up to an additional $3,500,000 in earnout payments over up to eight full fiscal quarters, based on a specified percentage of gross profit.
Separately, Priority Technology Holdings announced it has entered into a membership interest purchase agreement to acquire IntelliPay, whose software supports payment acceptance and management for government, education, and healthcare organizations. The acquisition will establish Priority Commerce Government, extending the company’s enterprise payments business into the public sector, and is expected to contribute just over $4 million of incremental revenue for the balance of 2026.
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.
Priority Technology Holdings, Inc. reported results from its 2026 annual meeting of stockholders held on June 11, 2026. A total of 68,775,578 shares, representing 83.5% of outstanding common stock as of the record date, were present, establishing a strong quorum.
Stockholders elected six directors to serve until the 2027 annual meeting, approved Amendment 2 to the 2018 Equity Incentive Plan, and supported the advisory vote on Named Executive Officer Compensation. They also ratified KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026.
Priority Technology Holdings reported solid first quarter 2026 results and reaffirmed its full-year 2026 outlook. Revenue reached $249.6 million, up 11.1% from $224.6 million, while gross profit rose to $93.5 million from $82.6 million and adjusted gross profit to $98.8 million from $87.3 million.
Net income increased to $9.8 million from $8.3 million, with diluted EPS of $0.12 versus $0.10. Adjusted EBITDA grew to $58.1 million from $51.3 million, and adjusted diluted EPS climbed to $0.28 from $0.22. Growth was broad-based, with Merchant, Payables and Treasury Solutions all expanding and margins improving.
For full year 2026, the company continues to forecast revenue of $1.01–$1.04 billion, adjusted gross profit of $405–$425 million, and adjusted EBITDA of $230–$245 million. Priority reported a net leverage ratio of 4.00x based on LTM adjusted EBITDA of $232.0 million and net debt of $927.8 million.
Priority Technology Holdings, Inc. changed its independent auditor, dismissing Ernst & Young LLP and appointing KPMG LLP effective March 11, 2026. EY’s audit reports for 2024 and 2025 contained no adverse or disclaimed opinions and were not qualified for uncertainty, scope, or principles.
The company notes there were no disagreements with EY on accounting, disclosure, or audit procedures. A previously reported material weakness in internal control over financial reporting related to automated controls for third-party processors’ data was disclosed in 2024–2025 filings and is described as remediated in the 2025 Form 10-K.
Priority Technology Holdings reported solid growth for 2025, with revenue rising to $953.0 million, up 8.3% from $879.7 million. Adjusted gross profit increased to $374.7 million, up 14.2%, and adjusted EBITDA reached $225.2 million, up 10.2%.
Net income attributable to common shareholders improved to $55.7 million from a $24.0 million loss, while diluted adjusted EPS grew to $1.03, up 102% from $0.51. For 2026, the company guides revenue to $1.01–$1.04 billion, adjusted gross profit to $405–$425 million, and adjusted EBITDA to $230–$245 million.
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.
Priority Technology Holdings (PRTH) disclosed a preliminary, non-binding proposal from an investor group led by Chairman and CEO Thomas Priore to acquire the remaining common shares not currently held by Mr. Priore and his affiliated entities. The Company announced receipt of the approach on November 10, 2025, with the proposal dated November 9, 2025.
The disclosure was made under Item 8.01 (Other Events). A press release and the proposal letter were furnished as Exhibits 99.1 and 99.2, respectively. The filing characterizes the approach as an initial indication only, and it does not describe any board response or definitive transaction.
Priority Technology Holdings, Inc. furnished an 8-K announcing it issued a press release with financial results for the quarter ended September 30, 2025.
The company will host an earnings conference call and webcast at 10:00 a.m. Eastern Time on November 6, 2025 to discuss the results. The press release is furnished as Exhibit 99.1, and a supplemental slide presentation for the call is furnished as Exhibit 99.2. The furnished materials are not deemed filed under the Exchange Act.
Priority Technology Holdings, Inc. entered into and closed an Asset Purchase and Contribution Agreement on October 1, 2025 through its subsidiary Priority DMS, LLC. Priority DMS acquired substantially all assets of DMSJV, LLC’s business that markets card and ACH processing and related services for a purchase price including a $35,000,000 base cash payment, 23,333 1/3 Class B Units of Priority DMS, and up to $22,500,000 in contingent earnout payments over three years based on cumulative gross profit targets. Revenue the company earns under a related processing agreement with the seller will count toward those gross profit calculations. Up to half of the Class B Units may be converted into common stock of the company, adding an equity component for the sellers.
On the same date, subsidiary Priority Holdings, LLC entered Amendment No. 3 to its Credit and Guaranty Agreement, adding $35,000,000 of 2025-2 Incremental Term Loans that are part of the existing initial term loan class. The company used these new term loan proceeds to help fund the acquisition and pay related fees and expenses, indicating the transaction was financed primarily with debt rather than existing cash.
Priority Technology Holdings entered into a new senior secured delayed draw credit facility of $50,000,000, with an accordion that can lift total commitments to $125,000,000. The facility, secured by receivables and related assets of special purpose subsidiaries, bears interest at a SOFR rate plus an Applicable Margin of 6.25%, with a 2.00% SOFR floor, and is expected to mature on August 18, 2031.
The company also closed an Asset Purchase Agreement under which its subsidiary Priority Boom acquired substantially all payment processing and ancillary assets of Eventus Holdings and its subsidiaries. The purchase price includes a base cash payment of $73,463,197.00, $12,770,216.00 in common stock, and up to $17,026,955.00 in earnout over four years, with potential additional incentive payments tied to EBITDA-based performance metrics.