PRTH on Nasdaq

Priority Technology Holdings, Inc.

Priority Technology Holdings, Inc. is an American business services company based in New York, incorporated in Delaware.2 Its shares trade on Nasdaq under the symbol PRTH.2

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Last updated Oct 21, 2026.

Overview

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  • TickerPRTH on Nasdaq2
  • IndustryServices-Business Services, NEC2
  • HeadquartersNew York, United States2
  • Incorporated inDE3
  • Business address2001 Westside Parkway, Suite 155, Alpharetta, Ga 300043
  • Filer categoryAccelerated filer, Smaller reporting company3
  • Legal formCorporation2
  • LEI549300ZS6DXD7ROBKB402
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O Cogency Global Inc., 19904 Dover, United States2
  • Registered withDivision of Corporations, Department of State, 57346752

Priority a payments and banking fintech purpose-built to collect, store, lend and send money with a connected commerce engine that combines full-service merchant acquiring for accounts receivable, complete automated payables tools for bill payment, and sophisticated treasury management solutions to accelerate cash flow and optimize working capital for its customers. Priority operates at scale across three primary business segments: Merchant Solutions, Payables and Treasury Solutions and is presently serving approximat ely 1.8 million customer accounts processing approximately $150.0 billion in annual transaction activity while administering approximately $1.7 billion dollars in account balances. The Priority Commerce Engine serves enterprise grade independent software vendors (ISV's), as well as discrete institutional and Merchant Solutions customers across all major sectors of the U.S. …5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

14.8%Operating margin6
5.8%Net margin6
8.3%Revenue growth, 20256
$75.1MFree cash flow6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Credit Card, Merchant Discount brought in 75% of the revenue Priority Technology Holdings, Inc. broke down this way in fiscal 2025.

  1. Credit Card, Merchant Discount$710.9M675%up 6% from 2024
  2. Money Transmissions Services$159.2M617%up 22% from 2024
  3. Outsourced Services And Other Services$70.7M67%up 6% from 2024
  4. Product$12.2M61%up 1% from 2024
Products and services by year
Products and services202320242025
Credit Card, Merchant Discount$595.2M$670.4M$710.9M
Money Transmissions Services$98.1M$130.1M$159.2M
Outsourced Services And Other Services$49.6M$67.0M$70.7M
Product$12.7M$12.2M$12.2M

Business segments

Merchant Solutions brought in 67% of the revenue Priority Technology Holdings, Inc. broke down this way in fiscal 2025.

  1. Merchant Solutions$639.7M667%up 5% from 2024
  2. Treasury Solutions$215.8M623%up 20% from 2024
  3. Payables$100.9M611%up 13% from 2024
Business segments by year
Business segments202320242025
Merchant Solutions$583.1M$612.1M$639.7M
Treasury Solutions$132.2M$180.4M$215.8M
Payables$41.2M$89.1M$100.9M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Selling, general and admin7¢$62.5M
  • Other costs87¢$825.4M
  • Income tax1¢$9.4M
  • Profit6¢$55.7M

Out of $953.0M in revenue.6

Where each dollar of operating cash went, fiscal 2025

  • Capital spending25¢$24.9M
  • Kept or used elsewhere75¢$75.1M

Out of $100.0M of cash from operations.6

Financial statements

Revenue789106$953.0M in 2025+156% since 2019
0$250.0M$500.0M$750.0M$1.0B2019: $371.9M$371.9M20192020: $404.3M$404.3M2020+9%2021: $514.9M$514.9M2021+27%2022: $663.6M$663.6M2022+29%2023: $755.6M$755.6M2023+14%2024: $879.7M$879.7M2024+16%2025: $953.0M$953.0M2025+8%
Operating income789106$141.2M in 2025+1866% since 2019
0$50.0M$100.0M$150.0M2019: $7.2M$7.2M20192020: $20.9M$20.9M2020+190%2021: $33.1M$33.1M2021+59%2022: $56.2M$56.2M2022+70%2023: $81.5M$81.5M2023+45%2024: $133.4M$133.4M2024+64%2025: $141.2M$141.2M2025+6%
Net income789106$55.7M in 2025
-$50.0M-$25.0M0$25.0M$50.0M$75.0M2019: -$33.6M-$33.6M20192020: $25.7M$25.7M20202021: $1.4M$1.4M2021−95%2022: -$2.1M-$2.1M20222023: -$1.3M-$1.3M2023−39%2024: $24.0M$24.0M20242025: $55.7M$55.7M2025+132%

Every line of the income statement as filed: the last 3 fiscal years, latest first.6

Period ending2025-12-312024-12-312023-12-31
Revenues$953.0M$879.7M$755.6M
Costs of services (excludes depreciation and amortization)$578.3M$551.6M$480.3M
Salary and employee benefits$107.8M$89.2M$80.0M
Depreciation and amortization$63.2M$58.0M$68.4M
Selling, general and administrative$62.5M$47.4M$45.4M
Total operating expenses$811.8M$746.3M$674.1M
Operating income$141.2M$133.4M$81.5M
Interest expense-$90.7M-$88.9M-$76.1M
Debt extinguishment and modification costs-$12.5M-$10.4M$0
Other income, net$8.2M$3.2M$1.7M
Total other expense, net-$95.0M-$96.1M-$74.4M
Income before income taxes$46.3M$37.3M$7.2M
Income tax (benefit) expense-$9.4M$13.3M$8.5M
Net income (loss)$55.7M$24.0M-$1.3M
Less: Dividends, accretion, and related excise tax attributable to redeemable senior preferred stockholders$0-$47.3M-$47.7M
Less: Return on redeemable NCI in consolidated subsidiary$0-$639.0K$0
Net income (loss) attributable to common stockholders$55.7M-$24.0M-$49.1M
Foreign currency translation adjustments-$34.0K-$147.0K-$29.0K
Comprehensive income (loss)$55.6M-$24.1M-$49.1M
Basic (in dollars per share)$0.70-$0.31-$0.63
Diluted (in dollars per share)$0.68-$0.31-$0.63
Basic (in shares)79.8M shares78.0M shares78.3M shares
Diluted (in shares)81.5M shares78.0M shares78.3M shares

Compare Priority Technology Holdings, Inc. with another company

Corporate structure

Priority Technology Holdings, Inc. sits at the top of its group. 9 entities, 4 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Priority Technology Holdings, Inc.

  • Thomas Charles Priore Filed SCHEDULE 13D/A on Priority Technology Holdings, Inc., latest Sep 21, 2026 (4 filings since Jun 21, 2024)
  • Divisadero Street Capital Management, LP Filed SCHEDULE 13G/A on Priority Technology Holdings, Inc., latest Aug 13, 2025 (2 filings since Jan 21, 2025)
  • STONE POINT CAPITAL LLC Filed SCHEDULE 13G on Priority Technology Holdings, Inc., latest Jan 24, 2025 (2 filings since Feb 14, 2022)
  • John Vito Priore Filed SCHEDULE 13D/A on Priority Technology Holdings, Inc., latest Jan 22, 2025 (2 filings since Jun 21, 2024)
  • Priority Technology Holdings, Inc. New York, New York, United States
    • FINXERA, INC. Subsidiary · 100% · Alpharetta, Georgia, United States
      • PRIORITY IDC PRIVATE LIMITED Subsidiary · 100% · Kishangarh, India
    • Payslate, Inc. Subsidiary · Canada
    • Plastiq Canada, Inc. Subsidiary · Canada
    • Priority Canada Acquisition Company, Inc. Subsidiary · Canada
    • Priority Commerce Canada, Inc. Subsidiary · Canada
    • Priority IDC Private Limited Subsidiary · India
    • Rentmoola Payment Solutions, Ltd. Subsidiary · United Kingdom

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Priority Technology Holdings, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Accumulated depreciation$86.2M6 Dec 31, 2025$70.3M6 Dec 31, 2024+22.8%
Property and equipment, net$58.6M6 Dec 31, 2025$52.5M6 Dec 31, 2024+11.7%
Operating-lease assets (leased space)$6.6M6 Dec 31, 2025$7.3M6 Dec 31, 2024−9.8%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$77.2M6 Dec 31, 2025$58.6M6 Dec 31, 2024+31.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$416.6M6 Dec 31, 2025$376.1M6 Dec 31, 2024+10.8%
Intangible assets, net (excluding goodwill)$315.2M6 Dec 31, 2025$240.9M6 Dec 31, 2024+30.9%
Accumulated amortization$387.5M6 Dec 31, 2025$348.9M6 Dec 31, 2024+11.1%
Finite-lived intangibles, net$313.1M6 Dec 31, 2025$238.8M10 Dec 31, 2024+31.1%

Inventory

ItemLatestA year beforeChange
Inventory, total$8.1M6 Dec 31, 2025$7.7M6 Dec 31, 2024+5.2%

Properties, in its own words

We operate from several offices throughout the U.S. and one office in India, all of which we lease.

Our key office locations include:

The rest of Item 2

•corporate headquarters in Alpharetta, GA;

•administrative office in Hicksville, NY;

•administrative office in New York, NY;

•administrative office in Dallas, TX;

•administrative office in Houston, TX;

•administrative office in Chattanooga, TN;

•administrative office in San Francisco, CA;

•administrative office in Raleigh, NC; and

•administrative office in Chandigarh, India.

We lease several small facilities for sales and operations. Our current facilities meet the needs of our employee base and can accommodate our currently contemplated growth.

Item 2 of the 10-K filed Mar 10, 2026.5

Leadership

Who has led Priority Technology Holdings, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (28)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Payslate, Inc. Canada4
  • Plastiq Canada, Inc. Canada4
  • Priority Canada Acquisition Company, Inc. Canada4
  • Priority Commerce Canada, Inc. Canada4
  • Priority IDC Private Limited India4
  • Rentmoola Payment Solutions, Ltd. UK4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • M I Acquisitions, Inc.Oct 13, 2015 to Jul 24, 20183

Timeline

  1. Sep 21, 20268-K Entered a material agreement; Executive or director change; Other events49
  2. Aug 26, 20268-K Entered a material agreement50
  3. Aug 6, 20268-K Results of operations; Regulation FD disclosure51
  4. Jun 15, 20268-K Shareholder vote52
  5. May 11, 20268-K Results of operations; Regulation FD disclosure53
  6. Mar 17, 20268-K Change of auditor54
  7. Mar 10, 20268-K Results of operations; Regulation FD disclosure55
  8. Dec 8, 20258-K Other events56
  9. Nov 12, 20258-K Other events57
  10. Nov 10, 20258-K Other events58
  11. Nov 6, 20258-K Results of operations; Regulation FD disclosure59
  12. Oct 2, 20258-K Entered a material agreement60
  13. Feb 19, 2019New chief executive Thomas Charles Priore becomes CEO14
  14. Aug 2, 2018New chief executive John Vito Priore becomes CEO15
  15. Sep 14, 2016New chief executive Joshua Sason becomes CEO16

Calendar

Coming up

  1. Nov 5, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.28 a share, on Nov 6, 2025.61

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results51
  2. May 11, 2026Reported quarterly or annual results53
  3. Mar 10, 2026Reported quarterly or annual results55
  4. Nov 6, 2025Reported quarterly or annual results59
  5. Aug 7, 2025Reported quarterly or annual results62
  6. May 6, 2025Reported quarterly or annual results63
  7. Mar 6, 2025Reported quarterly or annual results64
  8. Jan 15, 2025Reported quarterly or annual results65

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

366 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 51 major events, 248 insider forms, 10 large holders, 37 other. The latest 20:

  1. Oct 5, 20264 EDGAR
  2. Oct 5, 20264 EDGAR
  3. Oct 5, 20264 EDGAR
  4. Oct 5, 20264 EDGAR
  5. Oct 5, 20264 EDGAR
  6. Sep 28, 20263 OWNERSHIP DOCUMENT EDGAR
  7. Sep 22, 20264 EDGAR
  8. Sep 21, 2026SCHEDULE 13D/A EDGAR
  9. Sep 21, 2026DEFA14A CURRENT REPORT EDGAR
  10. Sep 21, 20268-K CURRENT REPORT EDGAR
  11. Sep 16, 20264/A EDGAR
  12. Sep 16, 20264 EDGAR
  13. Sep 16, 20264/A EDGAR
  14. Aug 27, 2026S-8 EDGAR
  15. Aug 26, 20268-K EDGAR
  16. Aug 6, 202610-Q EDGAR
  17. Aug 6, 20268-K EDGAR
  18. Jul 23, 20264 EDGAR
  19. Jul 23, 20264 EDGAR
  20. Jul 23, 20264 EDGAR

The 366 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

128 open-market trades by officers, directors and large owners since October 2021: 11 buys and 117 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jul 1, 2026Favilla Christina MDirectorSale1,229$6.67$8.2KForm 4
Jul 1, 2026Passilla MichaelDirectorSale1,168$6.67$7.8KForm 4
Jul 1, 2026Davis MariettaDirectorSale1,168$6.67$7.8KForm 4
Aug 21, 2025Kumar RajivChief Accounting OfficerSale10,000$8.00$80.0KForm 4
Jun 11, 2025MILLER BRADLEY JGeneral Counsel and CROSale100,000$8.55$855.0KForm 4
May 22, 2025Davis MariettaDirectorSale9,433$7.22$68.1KForm 4
Jan 21, 2025Priore John Vito10% ownerSale1,242,856$7.44$9.2MForm 4
Jan 21, 2025Ram RanjanaChief Operating OfficerSale6,615$7.44$49.2KForm 4
Jan 21, 2025Priore Thomas CharlesPresident, CEO and ChairmanSale105,833$7.44$787.4KForm 4
Jan 17, 2025Priore John Vito10% ownerSale3,454,575$7.44$25.7MForm 4
Jan 17, 2025Ram RanjanaChief Operating OfficerSale18,385$7.44$136.8KForm 4
Jan 17, 2025Priore Thomas CharlesPresident, CEO and ChairmanSale294,167$7.44$2.2MForm 4
Jan 2, 2025Priore John Vito10% ownerSale2,555$11.75$30.0KForm 4
Dec 24, 2024Kiewiet SeanChief Strategy OfficerSale170,596$10.60$1.8MForm 4
Dec 17, 2024Kiewiet SeanChief Strategy OfficerSale100$10.00$1.0KForm 4
Dec 11, 2024Kiewiet SeanChief Strategy OfficerSale100$10.00$1.0KForm 4
Dec 5, 2024Kiewiet SeanChief Strategy OfficerSale3,764$10.01$37.7KForm 4
Dec 4, 2024Kiewiet SeanChief Strategy OfficerSale488$10.01$4.9KForm 4
Dec 3, 2024Kiewiet SeanChief Strategy OfficerSale1,707$10.01$17.1KForm 4
Dec 2, 2024Kiewiet SeanChief Strategy OfficerSale21,286$9.68$206.0KForm 4

All 128 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Thomas PrioreChief Executive Officer and Chairman57$1.2M$8.0M70
2025Timothy O'LearyChief Financial Officer53$400.0K$2.5M70
2025Bradley MillerGeneral Counsel and Chief Risk Officer55$375.0K$1.8M70
2024Thomas PrioreChief Executive Officer and Chairman57$1.2M$5.0M70
2024Timothy O'LearyChief Financial Officer53$400.0K$1.3M70
2024Bradley MillerGeneral Counsel and Chief Risk Officer55$375.0K$576.3K70

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.2,367,047$15.8M0.0%+633,673
Buckley Capital Advisors, LLC2,091,942$14.0M8.7%−44,271
Steamboat Capital Partners, LLC1,335,669$8.9M1.9%+58,273
FourWorld Capital Management LLC1,328,085$8.9M10.2%−255,819
Vanguard Capital Management LLC1,219,181$8.1M0.0%+8,436
Geode Capital Management, LLC841,997$5.6M0.0%+166,762
Prelude Capital Management, LLC728,493$4.9M0.4%−69,835
Wells Fargo & Company/mn657,568$4.4M0.0%−32,167
State Street Corp574,845$3.8M0.0%+103,760
Norwood Investment Partners, LP542,000$3.6M5.0%−14,016
Dimensional Fund Advisors LP522,340$3.5M0.0%+85,201
Aqr Capital Management LLC468,283$3.1M0.0%+311,499
Boothbay Fund Management, LLC436,019$2.9M0.1%−95,673
Rebalance, LLC404,114$2.7M0.1%No change
Beartown Capital Management, LLC400,000$2.7M1.2%No change
Northern Trust Corp356,161$2.4M0.0%+118,211
UBS Group AG254,760$1.7M0.0%+37,356
Marble Bar Asset Management LLP251,836$1.7M1.2%−43,472
Bank Of America Corp /de/243,552$1.6M0.0%+34,336
Vanguard Portfolio Management LLC234,290$1.6M0.0%+67,960
Charles Schwab Investment Management Inc232,500$1.6M0.0%+15,637
Atom Investors LP228,780$1.5M0.1%−19,755
Russell Investments Group, Ltd.212,164$1.4M0.0%−32,933
Vanguard Fiduciary Trust Co208,875$1.4M0.0%+15,353
Ameriprise Financial Inc204,090$1.4M0.0%+77,868

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Priority Technology Holdings, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARPriority Technology Holdings, Inc.1
  • CIK0001653558
  • Employer ID (EIN)47-42570465
  • Filer statusAccelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)7389 Services-Business Services, NEC1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address2001 Westside Parkway, Suite 155, Alpharetta, GA 300041
  • Phone800-935-59611
  • Shares outstanding82,440,372 as of Jul 31, 202612
  • Public float$241.2M as of Jun 30, 20255
  • AuditorErnst & Young LLP, Atlanta, Georgia PCAOB ID 42; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceOct 13, 20151
  • Filings708 in all: 4 (373), 8-K (113), 3 (37), 10-Q (30), SC 13G/A (15), DEFA14A (12), UPLOAD (11), 10-K (10)1
    All 45 form types

    144 (10), 4/A (9), CORRESP (9), DEF 14A (9), SC 13G (9), S-8 (6), PRE 14A (5), SC 13D/A (5), SCHEDULE 13D/A (4), EFFECT (3), SC TO-I/A (3), 424B5 (2), 8-K/A (2), DRS/A (2), S-1/A (2), S-3 (2), S-3/A (2), S-4/A (2), SC 13D (2), SCHEDULE 13G (2), 10-K/A (1), 25-NSE (1), 424B3 (1), 424B4 (1), 8-A12B (1), CERTNAS (1), DEFM14A (1), DEFR14A (1), DRS (1), DRSLTR (1), PREM14A (1), PRER14A (1), S-1 (1), S-4 (1), SC TO-C (1), SC TO-I (1), SCHEDULE 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 10, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 28, 2026
    Latest 8-K (8-K) Sep 21, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.001 par valuePRTHNasdaq

From the cover page of the 10-K filed Mar 10, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Priority Technology Holdings, Inc. names in Item 1A of its 10-K filed Mar 10, 2026: 32 risks under these headings, as written.5

  • Unauthorized access to our systems or unauthorized disclosure of customer or cardholder data, whether through breach of our computer systems, computer viruses, or otherwise, could expose us to liability, protracted and costly litigation and damage our reputation.
  • Our systems or our third-party providers' systems may fail, which could interrupt our service, cause us to lose business, increase our costs and expose us to liability.
  • The payment processing industry is highly competitive and such competition is likely to increase, which may adversely influence the prices we can charge to merchants for our services and the compensation we must pay to our distribution partners, and as a result, our profit margins.
  • Increased customer or referral partner attrition could cause our financial results to decline.
  • Changes in card association and debit network fees or products could increase costs or otherwise limit our operations.
  • Changes in payment network rules or standards could adversely affect our business, financial condition and results of operations.
  • To remain competitive and to continue to increase our revenues and earnings, we must continually update our products and services, a process which could result in increased costs and the loss of revenues, earnings, customers and distribution partners if the new products and services do not perform as intended or are not accepted in the marketplace.
  • Acquisitions create certain risks and may adversely affect our business, financial condition, or results of operations.
  • We are subject to economic and political risk, the business cycles of our customers and distribution partners and the overall level of consumer and commercial spending, which could negatively impact our business, financial condition and results of operations.
  • Global economic, political and market conditions affecting the U.S. markets may adversely affect our business, results of operations and financial condition, including our revenue growth and profitability.
  • We rely on FIs and other service and technology providers. If they fail or discontinue providing their services or technology generally or to us specifically, our ability to provide services to customers may be interrupted, and, as a result, our business, financial condition and results of operations could be adversely impacted.
  • Fraud by customers or others could cause us to incur losses.
The other 20 risks
  • We incur liability when our customers refuse or cannot reimburse us for chargebacks resolved in favor of their customers or ACH returns.
  • If we fail to comply with the applicable requirements of the card networks, they could seek to fine us, suspend us or terminate our registrations for membership. If we incur fines or penalties for which our customers or ISOs are responsible that we cannot collect, we may have to bear the cost of such fines or penalties.
  • The loss of, for example, key personnel or of our ability to attract, recruit, retain and develop qualified employees could adversely affect our business, financial condition and results of operations.
  • We may be responsible for the actions of our vendors in some circumstances.
  • Operational failures and resulting interruptions in the availability of our products or services could harm our business and reputation.
  • If we fail to keep pace with technological change, including as a result of artificial intelligence, we could lose clients or have trouble attracting new clients.
  • Legal, Regulatory Compliance and Tax Risks
  • Legal proceedings could have a material adverse effect on our business, financial condition or results of operations.
  • We are subject to extensive government regulation, and any new laws and regulations, industry standards or revisions made to existing laws, regulations or industry standards affecting the Electronic Payments industry may have an unfavorable impact on our business, financial condition and results of operations.
  • We may not be able to successfully manage our intellectual property and may be subject to infringement claims.
  • Changes in tax laws and regulations could adversely affect our results of operations and cash flows from operations.
  • Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risks.
  • The financial services industry continues to be highly regulated and subject to new laws or regulations in many jurisdictions, including the U.S. states in which we operate, which could restrict the products and services we offer, impose additional compliance costs on us, render our current operations unprofitable or even prohibit our current or future operations.
  • Disruptions or security failures in our information technology systems, including as a result of cybersecurity incidents, could create liability for us and/or limit our ability to effectively monitor, operate and control our operations and adversely affect our reputation, business, financial condition, results of operation and cash flows.
  • Risk Related to Our Capital Structure
  • We face risks related to our substantial indebtedness.
  • The credit agreements governing our existing credit facilities and any other debt instruments we may issue in the future will contain restrictive covenants that may impair our ability to conduct business.
  • Risks Related to Ownership of Our Stock
  • Our largest stockholder, Thomas C. Priore, recently submitted a non-binding proposal to our Board of Directors to acquire all of the outstanding shares of the Company’s common stock for a price in the range of $6.00 to $6.15 per share. Uncertainty regarding a potential going-private transaction could create significant uncertainty to our business, including disruption to our management and employees, and contribute to volatility in our stock price.
  • Because we have no current plans to pay cash dividends on our Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your Common Stock for a price greater than that which you paid for it.
  • Mr. Thomas Priore, our Chief Executive Officer and Chairman, controls the Company, and his interests may conflict with ours or yours in the future.
  • Future sales of common stock by our directors and officers, or their pledgees, as a result of foreclosure could adversely affect the price of common stock and could, in the future, result in a loss of control of our company.
  • If we fail to maintain effective internal control over financial reporting, we may not be able to accurately report our financial results

Legal proceedings

The Company is involved in certain legal proceedings and claims, which arise in the ordinary course of business. In the opinion of the Company, based on consultations with inside and outside counsel, the results of any of these ordinary course matters, individually and in the aggregate, are not expected to have a material effect on our results of operations, financial condition, or cash flows. As more information becomes available and we determine that an unfavorable outcome is probable on a claim and that the amount of probable loss that we will incur on that claim is reasonably estimable, we will record an accrued expense for the claim in question. If and when we record such an accrual, it could be material and could adversely impact our results of operations, financial condition and cash flows.

The Company is a party in a case filed on October 11, 2023 in the United States District Court of Northern District of California (the “Complaint”). The Complaint is a putative class action against The Credit Wholesale Company, Inc. (“Wholesale”), Priority Technology Holdings, Inc., Priority Payment Systems (“PPS”), LLC and Wells Fargo Bank, N.A. (“Wells Fargo”). The Complaint alleges that Wholesale as an agent of Priority, PPS and Wells Fargo made non-consensual recordation of telephonic communications with California businesses in violation of California Invasion of Privacy Act (the “Act”). The Complaint seeks to certify a class of affected businesses and an award of $5,000 per violation of the Act. On May 23, 2025, the court approved the final settlement agreement entered into by the parties wherein defendants agree to pay $19.5 million to settle this litigation. Final judgment has been entered dismissing all claims against defendants.

The opening of Item 3, Legal Proceedings.5

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