Form 8-K

8-K — Priority Technology Holdings, Inc.

Accession: 0001653558-26-000163

Filed: 2026-11-05

Period: 2026-11-05

CIK: 0001653558

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — prth-20261105.htm (Primary)

EX-99.1 (ex991-prthq32026earningsre.htm)

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8-K

8-K (Primary)

Filename: prth-20261105.htm · Sequence: 1

prth-20261105

0001653558false00016535582026-08-062026-08-0600016535582026-11-052026-11-05

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 5, 2026

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 2.02. Results of Operations and Financial Condition.

On November 5, 2026, Priority Technology Holdings, Inc. ("Priority Commerce") issued a press release announcing its financial results for the quarter ended September 30, 2026. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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 Number Description

99.1

Press Release of Priority Technology Holdings, Inc. dated November 5, 2026

104 The 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: November 5, 2026

PRIORITY TECHNOLOGY HOLDINGS, INC.

By: /s/ Timothy M. O'Leary

Name: Timothy M. O'Leary

Title: Chief Financial Officer

EX-99.1

Filename: ex991-prthq32026earningsre.htm · Sequence: 2

Document

EXHIBIT 99.1

Priority Technology Holdings, Inc. Reports Third Quarter Financial Results

Third Quarter Performance Driven by Strength of Unified Commerce Platform

ALPHARETTA, GA - November 5, 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. Today, the Company has announced its third quarter 2026 financial results including strong year-over-year revenue growth.

Highlights of Consolidated Results and Additional Information1

Third Quarter 2026 Financial Highlights compared with Third Quarter 2025

•Revenue of $268.6 million increased 11.3% from $241.4 million, including organic growth of 9.2%

•Gross profit of $97.0 million increased 8.1% from $89.8 million

•Adjusted gross profit (a non-GAAP measure2) of $102.7 million increased 8.4% from $94.8 million

•Gross profit margin of 36.1% decreased by nearly 110 basis points from 37.2%

•Adjusted gross profit margin (a non-GAAP measure2) of 38.2% decreased by nearly 100 basis points from 39.2%

•Operating income of $35.9 million decreased 5.0% from $37.8 million

•Net Income of $12.2 million decreased 55.7% from $27.6 million

•Adjusted EBITDA (a non-GAAP measure2) of $60.9 million increased 5.5% from $57.8 million

•Diluted EPS of $0.14 decreased by $0.20, or by 58.8%, from $0.34

•Adjusted Diluted EPS (a non-GAAP measure2) of $0.30 increased by $0.02, or 7.1%, from $0.28

(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.

EXHIBIT 99.1

Announced Go-Private Transaction

As previously announced on September 21, 2026, Priority Commerce entered into an Agreement and Plan of Merger (the “Merger Agreement”) under which certain affiliates of WD Capital Partners Parent Inc. will acquire the outstanding common stock of Priority Commerce for $8.05 per share in cash and the Company will become privately held (the "Transaction"). The Company expects to complete the Transaction in the first half of 2027, subject to fulfillment of customary closing conditions, including approval of Priority Commerce stockholders and receipt of required regulatory approvals.

Business Outlook and Earnings Conference Call

In light of the pending Transaction, Priority Commerce will not be providing forward-looking guidance or updates to previously issued guidance and will not host an earnings conference call or webcast for its third quarter fiscal 2026 results and does not expect to do so for any future quarters. Earnings materials are publicly available on the Investor Relations page of Priority Commerce's website at 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.

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 September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Revenues $ 268,623 $ 241,439 $ 780,437 $ 705,881

Cost of revenue (excluding depreciation and amortization) (165,908) (146,681) (479,053) (431,433)

Adjusted gross profit $ 102,715 $ 94,758 $ 301,384 $ 274,448

Adjusted gross profit margin 38.2 % 39.2 % 38.6 % 38.9 %

Depreciation and amortization of revenue generating assets (5,715) (4,985) (16,458) (14,581)

Gross profit $ 97,000 $ 89,773 $ 284,926 $ 259,867

Gross profit margin 36.1 % 37.2 % 36.5 % 36.8 %

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.

EXHIBIT 99.1

The reconciliation of adjusted EBITDA to its most comparable GAAP measure is provided below:

(in thousands) Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Net income $ 12,223 $ 27,588 $ 31,846 $ 46,735

Interest expense 21,190 22,463 63,257 68,693

Income tax expense (benefit) 4,371 (20,201) 11,791 (13,528)

Depreciation and amortization 18,231 15,122 56,739 42,992

EBITDA 56,015 44,972 163,633 144,892

Debt modification and extinguishment expenses — 12,476 — 12,514

Selling, general and administrative (non-recurring) 2,905 1,491 8,405 4,085

Non-cash stock-based compensation 1,652 2,327 6,023 7,119

Bargain purchase adjustment/(gain) (non-recurring) 354 (3,507) 354 (3,507)

Adjusted EBITDA $ 60,926 $ 57,759 $ 178,415 $ 165,103

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

(in thousands) Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Selling, general and administrative expenses (non-recurring):

Legal fees(1)

$ 1,080 $ 833 $ 4,290 $ 2,443

Professional, accounting and consulting fees(2)

1,679 115 3,784 1,223

Other expenses, net(3)

146 253 331 289

Litigation settlement — 290 — 130

$ 2,905 $ 1,491 $ 8,405 $ 4,085

(1) These legal expenses primarily relate to litigation matters, mergers and acquisitions, and other transactions (e.g., the pending Transaction), 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 pending Transaction, acquisitions, disposals, and automation initiatives.

(3) These other expenses primarily include non-recurring director and management fees related to the pending Transaction, as well as non-recurring fees for web and security hosting, and software licenses.

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 stockholders by weighted average number of shares outstanding for the respective periods.

Adjusted net income attributable to common stockholders begins with net income attributable to common stockholders 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 September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Reconciliation of Adjusted EPS

Net income attributable to common stockholders $ 12,223 $ 27,588 $ 31,846 $ 46,735

Non-recurring release of valuation allowance on deferred tax assets — (21,170) — (20,670)

Debt extinguishment and modification costs — 12,476 — 12,514

Non-cash stock-based compensation 1,652 2,327 6,023 7,119

Other non-recurring expenses 2,905 1,491 8,405 4,085

Amortization of acquisition related intangible assets 12,796 10,334 41,161 29,065

Tax impact of adjustments(1)

(4,604) (6,924) (14,545) (13,724)

Bargain purchase adjustment/(gain) (non-recurring) 354 (3,507) 354 (3,507)

Adjusted net income attributable to common stockholders $ 25,326 $ 22,615 $ 73,244 $ 61,617

Weighted average common shares outstanding (basic) 81,663 80,325 81,530 79,366

Effect of dilutive potential common shares 2,630 791 2,393 1,017

Weighted average common shares outstanding (diluted) 84,293 81,116 83,923 80,383

Earnings per common share:

Basic $ 0.15 $ 0.34 $ 0.39 $ 0.59

Diluted $ 0.14 $ 0.34 $ 0.38 $ 0.58

Adjusted earnings per common share

Basic $ 0.31 $ 0.28 $ 0.90 $ 0.78

Diluted $ 0.30 $ 0.28 $ 0.87 $ 0.77

(1) The tax impact calculated using the blended statutory income tax rate (i.e., 26.0% for the three and nine months ended September 30, 2026 and 2025)

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.

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

Priority Technology Holdings, Inc.

Unaudited Consolidated Statements of Operations and Comprehensive Income

(in thousands, except per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Revenues $ 268,623 $ 241,439 $ 780,437 $ 705,881

Operating expenses

Cost of revenue (excludes depreciation and amortization) 165,908 146,681 479,053 431,433

Salary and employee benefits 28,950 26,140 86,625 78,975

Depreciation and amortization 18,231 15,122 56,739 42,992

Selling, general and administrative 19,647 15,724 55,699 44,734

Total operating expenses 232,736 203,667 678,116 598,134

Operating income 35,887 37,772 102,321 107,747

Other expense

Interest expense (21,190) (22,463) (63,257) (68,693)

Debt extinguishment and modification costs — (12,476) — (12,514)

Other income, net 1,897 4,554 4,573 6,667

Total other expense, net (19,293) (30,385) (58,684) (74,540)

Income before income taxes 16,594 7,387 43,637 33,207

Income tax expense (benefit) 4,371 (20,201) 11,791 (13,528)

Net income attributable to common stockholders $ 12,223 $ 27,588 $ 31,846 $ 46,735

Other comprehensive income

Foreign currency translation adjustments (68) (279) (532) (19)

Comprehensive income $ 12,155 $ 27,309 $ 31,314 $ 46,716

Earnings per common share:

Basic $ 0.15 $ 0.34 $ 0.39 $ 0.59

Diluted $ 0.14 $ 0.34 $ 0.38 $ 0.58

Adjusted earnings per common share(1):

Basic $ 0.31 $ 0.28 $ 0.90 $ 0.78

Diluted $ 0.30 $ 0.28 $ 0.87 $ 0.77

Weighted-average common shares outstanding:

Basic 81,663 80,325 81,530 79,366

Diluted 84,293 81,116 83,923 80,383

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

Priority Technology Holdings, Inc.

Unaudited Consolidated Balance Sheets

(in thousands)

September 30, 2026 December 31, 2025

Assets

Current assets:

Cash and cash equivalents $ 135,648 $ 77,192

Restricted cash 16,009 16,457

Accounts receivable, net of allowances 83,684 91,300

Prepaid expenses and other current assets 30,125 32,145

Current portion of notes receivable, net of allowance 2,856 2,062

Settlement assets 1,504,904 1,295,896

Total current assets 1,773,226 1,515,052

Notes receivable, less current portion 18,641 17,629

Property, equipment and software, net 65,325 58,636

Goodwill 425,221 416,641

Intangible assets, net 292,135 315,190

Deferred income taxes, net 43,986 46,350

Other noncurrent assets 30,707 29,306

Total assets $ 2,649,241 $ 2,398,804

Liabilities, Stockholders' Deficit and Non-controlling interest

Current liabilities:

Accounts payable and accrued expenses $ 62,488 $ 70,636

Accrued residual commissions 40,922 40,463

Customer deposits and advance payments 2,750 1,972

Current portion of long-term debt 5,700 —

Settlement obligations 1,506,105 1,297,263

Total current liabilities 1,617,965 1,410,334

Long-term debt, net of current portion, discounts and debt issuance costs 1,044,409 1,039,358

Other noncurrent liabilities 44,347 41,484

Total liabilities 2,706,721 2,491,176

Stockholders' deficit:

Preferred stock — —

Common stock 83 82

Treasury stock, at cost (24,568) (22,759)

Additional paid-in capital 19,204 13,925

Accumulated other comprehensive loss (742) (210)

Accumulated deficit (59,607) (91,453)

Total stockholders' deficit attributable to stockholders of Priority Commerce (65,630) (100,415)

Non-controlling interests in consolidated subsidiaries 8,150 8,043

Total stockholders' deficit (57,480) (92,372)

Total liabilities, stockholders' deficit and Non-controlling interest $ 2,649,241 $ 2,398,804

Priority Technology Holdings, Inc.

Unaudited Consolidated Statements of Cash Flows

(in thousands)

Nine Months Ended September 30,

2026 2025

Cash flows from operating activities:

Net income $ 31,846 $ 46,735

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization of assets 56,739 42,992

Stock-based compensation, ESPP, and incentive units compensation 6,023 7,119

Amortization of debt issuance costs and discounts 1,449 1,329

Debt extinguishment and modification costs — 12,514

Deferred income tax 2,007 (16,090)

Change in contingent consideration 679 2,449

Bargain purchase adjustment/(gain) 354 (3,506)

Other non-cash items, net (238) (130)

Change in operating assets and liabilities, net of effects of acquisitions:

Accounts receivable 8,851 (22,995)

Prepaid expenses and other current assets (2,169) (2,054)

Income taxes 5,035 (7,669)

Accounts payable and accrued expenses (10,460) 1,498

Accrued residual commissions 459 1,118

Customer deposits and advance payments 778 (142)

Other assets, net (1,821) 1,352

Other liabilities, net (1,507) (1,359)

Net cash provided by operating activities 98,025 63,161

Cash flows from investing activities:

Acquisition of business, net of cash acquired (11,456) (77,369)

Additions to property, equipment and software (20,430) (18,952)

Notes receivable, net (4,106) (5,060)

Short-term investments, net (500,000) (46,667)

Other investing activities (11,197) (3,850)

Net cash used in investing activities (547,189) (151,898)

Cash flows from financing activities:

Proceeds from issuance of long-term debt, net of issue discount 9,493 1,019,714

Debt issuance and modification costs paid — (4,725)

Repayments of long-term debt (191) (945,537)

Shares withheld for taxes (1,809) (3,006)

Proceeds from exercise of stock options 15 413

Settlement obligations, net 215,155 247,531

Payment of deferred/contingent consideration related to business combination (170) (19,756)

NCI repurchase — (6,000)

Net cash provided by financing activities 222,493 288,634

Net change in cash and cash equivalents and restricted cash:

Net (decrease)/increase in cash and cash equivalents, and restricted cash (226,671) 199,897

Cash and cash equivalents and restricted cash at beginning of period 1,345,998 993,864

Cash and cash equivalents and restricted cash at end of period $ 1,119,327 $ 1,193,761

Reconciliation of cash and cash equivalents, and restricted cash:

Cash and cash equivalents $ 135,648 $ 56,978

Restricted cash 16,009 12,984

Cash and cash equivalents included in settlement assets (restricted in nature) 967,670 1,123,799

Total cash and cash equivalents, and restricted cash $ 1,119,327 $ 1,193,761

Priority Technology Holdings, Inc.

Unaudited Reportable Segments' Results

(in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Merchant Solutions:

Revenues $ 179,645 $ 161,874 $ 517,209 $ 476,794

Adjusted EBITDA $ 32,627 $ 27,727 $ 91,254 $ 81,181

Key Indicators:

Total card processing dollar value $ 19,265,134 $ 18,457,881 $ 57,151,775 $ 55,018,391

Total card transaction count 223,077 230,203 663,117 669,878

Payables:

Revenues $ 31,626 $ 25,162 $ 94,497 $ 74,113

Adjusted EBITDA $ 3,925 $ 3,455 $ 12,489 $ 10,741

Key Indicators:

Buyer funded card processing dollar value $ 1,134,730 $ 789,700 $ 3,050,300 $ 2,295,100

Supplier funded issuing dollar value $ 295,771 $ 230,882 $ 793,572 $ 688,399

ACH transaction count 4,695 4,860 14,481 14,277

Treasury Solutions:

Revenues $ 60,267 $ 55,684 $ 179,626 $ 158,430

Adjusted EBITDA $ 48,085 $ 46,676 $ 142,269 $ 134,677

Key Indicators:

Average CFTPay billed clients 1,152,092 1,054,238 1,141,312 995,660

Average CFTPay monthly enrollments 51,360 61,185 49,290 58,316

Average total account balances(1)

$ 1,542,346 $ 1,248,432 $ 1,479,057 $ 1,145,164

(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 September 30, 2026 and 2025, were $2.0 billion and $1.6 billion, respectively.

Priority Technology Holdings, Inc.

Unaudited Reportable Segments' Results

(in thousands)

Three Months Ended September 30, 2026

Merchant Solutions Payables Treasury Solutions Corporate Total

Reconciliation of Adjusted EBITDA to GAAP Measure:

Adjusted EBITDA $ 32,627 $ 3,925 $ 48,085 $ (23,711) $ 60,926

Interest expense (1,199) — — (19,991) (21,190)

Depreciation and amortization (10,245) (1,288) (5,396) (1,302) (18,231)

Selling, general and administrative (non-recurring) — — — (2,905) (2,905)

Non-cash stock-based compensation — (35) — (1,617) (1,652)

Bargain purchase adjustment (non-recurring) — — — (354) (354)

Income (loss) before taxes $ 21,183 $ 2,602 $ 42,689 $ (49,880) $ 16,594

Income tax expense (4,371)

Net income $ 12,223

Nine Months Ended September 30, 2026

Merchant Solutions Payables Treasury Solutions Corporate Total

Reconciliation of Adjusted EBITDA to GAAP Measure:

Adjusted EBITDA $ 91,254 $ 12,489 $ 142,269 $ (67,597) $ 178,415

Interest expense (3,428) — (669) (59,160) (63,257)

Depreciation and amortization (33,256) (3,865) (15,896) (3,722) (56,739)

Selling, general and administrative (non-recurring) — — — (8,405) (8,405)

Non-cash stock-based compensation — (107) (1) (5,915) (6,023)

Bargain purchase adjustment (non-recurring) — — — (354) (354)

Income (loss) before taxes $ 54,570 $ 8,517 $ 125,703 $ (145,153) $ 43,637

Income tax expense (11,791)

Net income $ 31,846

Three Months Ended September 30, 2025

Merchant Solutions Payables Treasury Solutions Corporate Total

Reconciliation of Adjusted EBITDA to GAAP Measure:

Adjusted EBITDA $ 27,727 $ 3,455 $ 46,676 $ (20,099) $ 57,759

Interest expense (357) (361) (143) (21,602) (22,463)

Depreciation and amortization (7,607) (1,275) (4,924) (1,316) (15,122)

Debt modification and extinguishment expenses — — — (12,476) (12,476)

Selling, general and administrative (non-recurring) — — — (1,491) (1,491)

Non-cash stock-based compensation — (133) (33) (2,161) (2,327)

Bargain purchase gain (non-recurring) — — — 3,507 3,507

Income (loss) before taxes $ 19,763 $ 1,686 $ 41,576 $ (55,638) $ 7,387

Income tax benefit 20,201

Net income $ 27,588

Priority Technology Holdings, Inc.

Unaudited Reportable Segments' Results

(in thousands)

Nine Months Ended September 30, 2025

Merchant Solutions Payables Treasury Solutions Corporate Total

Reconciliation of Adjusted EBITDA to GAAP Measure:

Adjusted EBITDA $ 81,181 $ 10,741 $ 134,677 $ (61,496) $ 165,103

Interest expense (357) (2,158) (385) (65,793) (68,693)

Depreciation and amortization (20,865) (3,798) (14,507) (3,822) (42,992)

Debt modification and extinguishment expenses — — — (12,514) (12,514)

Selling, general and administrative (non-recurring) — — — (4,085) (4,085)

Non-cash stock-based compensation 1 (301) (98) (6,721) (7,119)

Bargain purchase gain (non-recurring) — — — 3,507 3,507

Income (loss) before taxes $ 59,960 $ 4,484 $ 119,687 $ (150,924) $ 33,207

Income tax benefit 13,528

Net income $ 46,735

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v3.26.3

Cover

Nov. 05, 2026

Aug. 06, 2026

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Document Period End Date

Nov. 05, 2026

Entity Registrant Name

Priority Technology Holdings, Inc.

Entity Incorporation, State or Country Code

Entity File Number

001-37872

Entity Tax Identification Number

47-4257046

Entity Address, Address Line One

2001 Westside Parkway

Entity Address, Address Line Two

Suite 155

Entity Address, City or Town

Alpharetta,

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30004

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800

Local Phone Number

935-5961

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NASDAQ

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