Every 8-K that PRIORITY TECH HLDGS UTS (PRTHU) 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 PRTHU 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 PRTHU filings page.
Priority Technology Holdings, Inc. (PRTH) agreed to be acquired in a management-led, all-cash merger by WD Capital Partners Parent Inc., an entity controlled by Chairman and CEO Thomas C. Priore. Public stockholders will receive $8.05 per share in cash, with Priority becoming a wholly owned private subsidiary of Parent.
A Special Committee of independent, disinterested directors negotiated the deal, unanimously deemed it fair and in the best interests of stockholders, and obtained a financial fairness opinion from Barclays. Closing requires approval by a majority of all voting power and a separate majority-of-disinterested-stockholders vote, plus U.S. regulatory approvals tied to state money transmitter licenses and other customary conditions.
Parent plans to fund the merger consideration and related costs with up to $160 million of equity financing from funds advised by Searchlight Capital Partners, borrowings under Priority’s existing Truist revolving credit facility, and company cash. Supporting Stockholders holding approximately 61.4% of outstanding shares signed support agreements, will roll over their shares into Holdings, and have agreed to vote in favor of the transaction. The Merger Agreement includes a $15.75 million company termination fee and a $35.25 million reverse termination fee and has an outside date of December 18, 2027; upon completion, PRTH will be delisted and deregistered.
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.