[8-K] Priority Technology Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Priority Technology Holdings (PRTH) disclosed a preliminary, non-binding proposal from an investor group led by Chairman and CEO Thomas Priore to acquire the remaining common shares not currently held by Mr. Priore and his affiliated entities. The Company announced receipt of the approach on November 10, 2025, with the proposal dated November 9, 2025.

The disclosure was made under Item 8.01 (Other Events). A press release and the proposal letter were furnished as Exhibits 99.1 and 99.2, respectively. The filing characterizes the approach as an initial indication only, and it does not describe any board response or definitive transaction.

Insights

M&A and Corporate Governance Analyst

Non-binding CEO-led go-private approach disclosed; valuation terms absent.

Priority Technology reported a preliminary, non-binding indication from a group led by its CEO to buy the remaining shares. The timing is anchored to November 10, 2025 for the announcement and November 9, 2025 for the letter. As disclosed, this is an initial approach rather than a definitive agreement.

Because the approach is non-binding and the excerpt provides no pricing, financing, or structure, potential outcomes range from negotiations to no transaction. Any impact on minority holders would depend on terms that may be detailed in subsequent communications.

The exhibits (99.1 press release and 99.2 proposal letter) provide the factual basis of the approach. Future steps, if any, would be reflected in later filings or announcements once concrete terms emerge.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 10, 2025

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 8.01 Other Events

On November 10, 2025, Priority Technology Holdings, Inc. (the “Company”) issued a press release announcing that it had received a preliminary, non-binding proposal, dated November 9, 2025, from an investor group led by Thomas Priore, the Company’s Chairman and Chief Executive Officer to acquire the remaining shares of the Company’s common stock that Mr. Priore and his affiliated entities do not currently hold.

Copies of the press release announcing receipt of the preliminary, non-binding proposal from Mr. Priore and the proposal letter are attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference.

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 10, 2025
99.2			Letter dated November 9, 2025 to the Board of Directors of the Company from Thomas Priore
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

November 10, 2025

PRIORITY TECHNOLOGY HOLDINGS, INC.

By: /s/ Timothy O'Leary

Name: Timothy O'Leary

Title: Chief Financial Officer