Welcome to our dedicated page for Priority Technology Hldgs SEC filings (Ticker: PRTH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Priority Technology Holdings, Inc. filings document the regulatory record for a payments and banking technology company with merchant acquiring, automated payables and treasury-management operations. Its Form 8-K reports furnish quarterly and annual results, earnings-call materials and Regulation FD disclosures tied to the company’s connected commerce platform and operating performance.
The company’s SEC filings also cover proxy governance, executive compensation, board matters, material agreements, acquisitions through subsidiaries, and changes in its independent registered public accounting firm. Disclosure topics include internal control over financial reporting, capital-structure matters, shareholder voting information, and risk factors related to payment processing, embedded finance, working-capital solutions and the company’s public-company governance.
Priority Technology Holdings reported solid growth for the quarter ended March 31, 2026. Revenue reached $249.6 million, up 11.1% from $224.6 million a year earlier, driven by higher card processing volumes, more billed clients, and higher interest income on customer funds.
Net income attributable to common stockholders was $9.8 million versus $8.3 million, with diluted EPS rising to $0.12 from $0.10. Merchant Solutions, Payables and Treasury Solutions all grew, with segment Adjusted EBITDA totaling $79.9 million. Operating cash flow improved to $23.8 million, while total debt remained about $1.06 billion and cash stood at $92.2 million, plus $100.0 million available on the revolver.
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. is asking stockholders to vote at its June 11, 2026 virtual annual meeting on four items: electing six directors, expanding its 2018 equity incentive plan, an advisory vote on executive pay, and ratifying KPMG as auditor for 2026.
The equity plan amendment would add 8,000,000 shares, bringing total authorization to 17,185,696 shares for awards to directors, officers, employees, and other service providers. The proxy highlights a preliminary, non-binding take-private proposal from a group led by Chairman and CEO Thomas Priore to acquire shares they do not own for $6.00 to $6.15 per share; an independent Special Committee with separate advisors is evaluating this proposal and alternatives, but it is not up for a vote.
The filing details 2025 compensation for Named Executive Officers, including total compensation of $8,004,152 for Mr. Priore, and describes a pay-for-performance structure with cash bonuses and equity awards. It also notes a change in independent auditors: Ernst & Young LLP was dismissed after the 2025 audit and KPMG LLP has been appointed for 2026, following remediation of a previously disclosed internal control material weakness.
Priority Technology Holdings, Inc. is soliciting proxies for its 2026 Annual Meeting of Stockholders to be held virtually on June 11, 2026. The Board asks shareholders to vote on the election of six directors, approval of an 8,000,000-share increase to its Equity Incentive Plan, a non-binding advisory vote on Named Executive Officer compensation, and ratification of KPMG as auditor.
The proxy statement discloses a preliminary, non-binding take-private proposal dated November 9, 2025 from an investor group led by CEO and Chairman Thomas Priore offering $6.00 to $6.15 per share; a Special Committee of independent directors, advised by Barclays and Paul, Weiss, has been formed to evaluate the proposal. The Proposed Take-Private Transaction is not on the meeting agenda.
Priority Technology Holdings General Counsel Bradley J. Miller reported a share disposition related to tax withholding. On February 18, 2026, 9,136 shares of common stock were returned to the issuer at $5.50 per share to satisfy tax obligations, according to the footnote.
After this issuer disposition, Miller directly held 231,598 shares of Priority Technology Holdings common stock. The transaction reflects shares withheld for taxes rather than an open-market sale.
Priority Technology Holdings General Counsel and CRO Bradley J. Miller had shares withheld to cover taxes on equity compensation. On June 6, 2025, 23,399 shares of common stock were disposed to the issuer at $8.37 per share to satisfy tax obligations. After this routine withholding, Miller directly held 240,734 common shares.
Priority Technology Holdings director Clayton James Main exercised restricted stock units into common shares. On April 1, 2026, 4,296 restricted stock units converted into 4,296 shares of common stock at no exercise price, increasing his direct holdings to 12,971 shares. These units are part of a February 5, 2026 grant of 17,182 restricted stock units that vest in four 25% installments on April 1, 2026, July 1, 2026, October 1, 2026, and January 1, 2027, contingent on his continued board service.
Priority Technology Holdings director Michael Passilla exercised equity awards and adjusted his holdings in company stock. On April 1, 2026, he converted 4,296 restricted stock units into 4,296 shares of common stock at no exercise price. Of these, 1,168 shares were withheld to satisfy tax obligations at a price of $4.72 per share, leaving him with 134,328 shares held directly after the transactions.
He also has 76,052 shares held indirectly through Posillipo Ventures, Inc., where he is a managing member. Separately, on February 5, 2026, he was granted 17,182 restricted stock units that vest in four equal 25% installments between April 1, 2026 and January 1, 2027, contingent on continued service as a director.
Priority Technology Holdings, Inc. director Davis Marietta reported compensation-related equity activity. He exercised restricted stock units into 4,296 shares of common stock at no cash cost. Of these, 1,168 shares were returned to the company at $4.72 per share to satisfy tax obligations, leaving him with 83,548 common shares held directly after the transactions.
The filing also notes a prior grant of 17,182 restricted stock units on February 5, 2026, scheduled to vest in four equal installments on April 1, 2026, July 1, 2026, October 1, 2026, and January 1, 2027, subject to his continued service as a director.
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.