Buckley Capital Advisors Issues Statement Regarding Controlling Shareholder's Take-Private Proposal for Priority Technology Holdings, Inc.
Opposition to Acquisition Proposal: Buckley Capital Advisors opposes the non-binding proposal from Priority Technology's CEO, Thomas Priore, to acquire remaining shares at a price significantly undervaluing the company, urging the Board to reject it.
Call for Independent Review: The advisory firm calls for the Special Committee of the Board to commit to a transparent review of all strategic alternatives, emphasizing the need to maximize shareholder value beyond the interests of the controlling Investor Group.
Valuation Concerns: The proposed acquisition price of $6.00 to $6.15 per share is criticized as inadequate, with analyses suggesting the intrinsic value of PRTH shares is between $15 to $20, based on the company's strong business model and growth prospects.
Market Sentiment and Future Outlook: Buckley Capital Advisors believes the current decline in PRTH's share price is temporary and does not reflect the company's true value, projecting a recovery and higher valuation in the near future.
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- Partnership Agreement: Priority Commerce has entered into a business partnership and sponsorship agreement with the Texas Rangers, aimed at optimizing the team's accounts payable operations by streamlining vendor payments and improving cash flow visibility, thereby enhancing financial management efficiency.
- Brand Exposure Boost: As the official sponsor, Priority will feature branding at Globe Life Field, particularly in right-center field, and will serve as the presenting sponsor for a charitable golf tournament, significantly increasing brand visibility and community engagement.
- Financial Infrastructure Upgrade: Priority's Payables solution is designed to digitize workflows and provide greater visibility into outgoing payments, helping the Rangers manage a high volume of vendor payments consistently and effectively, addressing the complexities of a professional sports organization.
- Strategic Implications: This partnership reflects the trend of sports teams adopting more integrated approaches to financial management, with Priority's CEO noting that as the complexity of sports organizations increases, their financial infrastructure must evolve to support future growth and operational efficiency.
- Significant Revenue Growth: Priority Technology achieved an 8% increase in net revenue for fiscal 2025, with adjusted gross profit rising by 14% and adjusted EBITDA by 10%, while adjusted EPS surged 102% year-over-year to $1.03, indicating strong market performance and improved profitability.
- Expanding Customer Base: The company reported a total of 1.8 million customer accounts on its commerce platform by the end of 2025, up from 1.2 million last year, with annual transaction volume increasing by $20 billion to $150 billion, demonstrating ongoing enhancements in customer acquisition and transaction processing capabilities.
- Optimistic 2026 Outlook: Management anticipates revenue for 2026 to range between $1.01 billion and $1.04 billion, reflecting a growth rate of 6% to 9%, despite headwinds from lower interest rates and macroeconomic challenges, showcasing the company's confidence in future growth through continued investment in early-stage opportunities.
- Robust Financial Performance: Q4 revenue reached $247.1 million, a 9% increase from the previous year, with adjusted gross profit rising 19% to $100.2 million and an adjusted gross profit margin of 40.6%, highlighting the company's sustained investment in high-growth, high-margin business segments.

- Earnings Performance: Priority Technology reported a Q4 non-GAAP EPS of $0.27, missing expectations by $0.01, indicating challenges in profitability despite revenue growth.
- Revenue Growth: The company achieved Q4 revenue of $247.1 million, reflecting an 8.7% year-over-year increase, although it fell short of market expectations, suggesting some demand in the market.
- Future Outlook: Priority forecasts a revenue growth rate of 6% to 9% for fiscal year 2026, with expected revenues between $1.01 billion and $1.04 billion, slightly below the $1.05 billion consensus, reflecting confidence in future performance.
- Adjusted Profit Forecast: The adjusted gross profit is projected to range from $405 million to $425 million, while adjusted EBITDA is expected to be between $230 million and $245 million, indicating the company's efforts in cost control and enhancing profitability.

- Significant Revenue Growth: In Q4 2025, Priority Technology reported revenue of $247.1 million, an 8.8% increase from $227.1 million in Q4 2024, with organic growth contributing 6.8%, highlighting the company's robust performance across diverse business segments and solidifying its market position.
- Substantial Gross Profit Increase: Adjusted gross profit reached $100.2 million, up 19.4% year-over-year, with a gross margin of 40.6%, reflecting effective cost control and profitability strategies that enhance investor confidence and operational efficiency.
- Acquisition Drives Business Expansion: The acquisition of Dealer Merchant Services in October 2025 strengthens Priority's capabilities in the automotive dealership sector, expected to drive future revenue growth and increase market share in a competitive landscape.
- Optimistic 2026 Outlook: The company forecasts a revenue growth of 6% to 9% for 2026, targeting between $1.01 billion and $1.04 billion, demonstrating management's confidence in future business development and aiming to capitalize on emerging market opportunities.
- Earnings Release Schedule: Priority Technology will announce its Q4 and full-year 2025 financial results on March 10, 2026, before market open, reflecting the company's commitment to transparency and investor communication.
- Conference Call Details: The company will host a conference call at 10:00 AM ET on the same day to discuss financial and operational results, followed by a Q&A session aimed at enhancing investor engagement.
- Webcast Access: Investors can access the webcast link and accompanying slide presentation through the Investor Relations section of the company's website, ensuring broad dissemination and accessibility of information.
- Audio Replay Service: An audio replay of the call will be available until March 24, 2026, allowing investors to further understand the company's financial status and maintain engagement with its performance.




