Priority Technology Holdings, Inc. Establishes Special Committee to Assess Initial Non-Binding Proposal for Going Private
Special Committee Formation: Priority Technology Holdings, Inc. has established a special committee of independent directors to evaluate a non-binding acquisition proposal from CEO Thomas Priore, which offers $6.00 to $6.15 per share for outstanding shares not already owned by him.
Proposal Details: The proposal letter from Mr. Priore is publicly available in the Company's Current Report on Form 8-K filed with the SEC, but there is no guarantee that a definitive offer will be made or accepted.
Company Overview: Priority Technology Holdings provides a unified commerce engine for businesses to manage payments and banking solutions, aiming to streamline financial operations and enhance growth opportunities.
Forward-Looking Statements: The press release includes forward-looking statements that involve risks and uncertainties, cautioning readers against placing undue reliance on these statements as actual results may differ significantly.
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- 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.
- 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.
- 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.
- Significant Stock Decline: Since February 2025, shares of Priority Technology Holdings have plummeted from over $12.00 to below $6.00, representing a cumulative decline of over 50%, severely impacting shareholder investment value.
- Legal Investigation Initiated: Kaskela Law LLC is investigating whether Priority and its executives violated securities laws or breached fiduciary duties, aiming to protect shareholder rights and pursue potential compensation.
- Shareholder Rights Protection: Priority shareholders are encouraged to contact Kaskela Law for more information about the investigation and their legal rights, demonstrating a commitment to safeguarding shareholder interests.
- Potential Legal Consequences: This investigation could lead to legal liabilities for Priority, and if violations are found, it may have profound implications for the company's future operations and shareholder confidence.







