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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 (PRTH) reported Q3 2025 results. Revenue was $241.4 million, up from $227.0 million a year ago, as Merchant Solutions and Treasury Solutions grew. Operating income was $37.8 million versus $38.1 million. Net income attributable to common stockholders rose to $27.6 million, or $0.34 per diluted share, compared with $5.5 million, or $0.07 per diluted share, helped by a tax benefit.
For the first nine months, revenue reached $705.9 million versus $652.6 million, and net income to common stockholders was $46.7 million versus a loss of $20.2 million. The company completed acquisitions of Payslate (Letus) and Sila, recognizing a $3.5 million bargain purchase gain related to Sila, and purchased Boom Commerce residual portfolio rights ($73.5 million cash plus $13.5 million in shares and potential earn-outs). PRTH amended its 2024 Credit Agreement, increasing the term facility to $1.0 billion and extending maturities, and added a Residual Finance Credit Facility with $50.0 million commitment ($23.9 million drawn). Shares outstanding were 81,871,568 as of October 31, 2025.
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.
Divisadero Street Capital and related persons report a disclosed, non-control stake in Priority Technology Holdings (PRTH). The filing shows the reporting persons collectively hold 2,746,835 shares, representing 3.4% of the outstanding common stock, with shared voting and shared dispositive power but no sole voting or dispositive authority. The securities are held directly by advisory clients of Divisadero Street Capital Management, LP, and the filing states none of those clients may be deemed to beneficially own more than 5% of the class.
The reporting group includes Divisadero Street Capital Management, LP; Divisadero Street Partners, L.P.; Divisadero Street Partners GP, LLC; Divisadero Street Capital, LLC; and individual William Zolezzi. The parties disclaim beneficial ownership except to the extent of any pecuniary interest.