SCHEDULE: CEO Proposes Take-Private for Priority Technology Holdings

Priority Technology Holdings' CEO and largest shareholder, Thomas Priore, has submitted a non-binding proposal to acquire all outstanding equity interests for $6.00 to $6.15 per share in cash.

Summary

• Thomas Priore, Chairman, CEO, and largest individual shareholder of Priority Technology Holdings, Inc., along with affiliated entities (Investor Group owning approximately 60% of shares), has submitted a preliminary, non-binding proposal to acquire 100% of the company's outstanding equity interests.
• The proposed purchase price is in the range of $6.00 to $6.15 per share, payable entirely in cash.
• This price range represents a premium of 23% to 26% over the company's closing share price on November 7, 2025.
• The total equity value of the proposed transaction is approximately $510 million to $520 million.
• All existing options, RSUs, and other equity awards would accelerate and be cashed out at the per-share purchase price (net of exercise price for options).
• The transaction would be funded through a combination of equity and new debt financing, with no financing contingency.
• The proposal is contingent on the execution of a mutually acceptable definitive agreement and the establishment and approval of a Special Committee of disinterested and independent directors.
• The Investor Group has engaged McDermott Will & Schulte LLP as legal advisor.
• An amended Schedule 13D will be filed prior to market open on Monday, November 10, 2025, including a copy of this proposal letter.

Sentiment

Score: 7

Explanation: The proposal offers a substantial premium to shareholders and is fully funded, suggesting a positive outcome for those looking to exit. However, it is non-binding and subject to various conditions, introducing some uncertainty.

Positives

• The proposal offers a significant premium of 23% to 26% over the company's closing share price on November 7, 2025.
• The consideration is entirely in cash, providing immediate and certain value to minority shareholders.
• The proposal is not subject to a financing contingency, indicating high confidence in securing funding.
• Existing equity awards (options, RSUs) would accelerate and be cashed out, benefiting holders.
• The company's disciplined business model has established a strong track record of free cash flow through various economic cycles.

Negatives

• The proposal is preliminary and non-binding, meaning there is no guarantee the transaction will be consummated.
• If the transaction proceeds, the company would become private, leading to the delisting of its common shares from the Nasdaq Capital Market and termination of SEC registration.
• Minority shareholders would lose the opportunity to participate in the company's future growth as a public entity.
• The CEO, as the buyer, has a potential conflict of interest, necessitating careful review by an independent Special Committee.

Risks

• No assurances can be given that the Proposed Transaction will be consummated.
• The Reporting Person (Thomas Priore) may change the terms of the Proposed Transaction, accelerate or terminate discussions, or withdraw the proposal at any time without prior notice.
• The Proposed Transaction may result in the delisting of the Common Shares from the Nasdaq Capital Market and termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.
• The Special Committee may not approve the transaction or may negotiate for different terms.

Future Outlook

The proposal envisions the company thriving as a private enterprise, free from the short-term volatility and perceived undervaluation of the public markets, allowing it to continue its growth trajectory based on its recurring revenue model and strong free cash flow generation.

Management Comments

• "We believe that the Proposal... will deliver immediate, certain and compelling value to minority shareholders and will enable the Company to thrive as a private enterprise."
• "The public markets have consistently undervalued the Company's progress and have been distracted by short-term volatility."
• "We are highly confident in our ability to arrange equity and debt financing in a timely manner."
• "We would not anticipate any delays in consummating the Potential Transaction and expect to be prepared to close following the satisfaction or waiver of all closing conditions."
• "We are excited to engage constructively with the Special Committee and its advisors to deliver a transaction that maximizes value for all shareholders and positions the Company for its next chapter of growth."

Industry Context

The proposal highlights a trend where companies with stable, recurring revenue models and strong free cash flow, particularly in the payments and financial technology sectors, may feel undervalued by public markets focused on short-term metrics. Taking the company private could allow for long-term strategic investments and operational focus without quarterly public scrutiny, a common rationale for such transactions in mature or niche industries.

Corporate Governance

Related Party Transactions

• The proposal is a related-party transaction, as it is submitted by Thomas Priore, the Company's Chairman, CEO, and largest individual shareholder (owning approximately 60% of shares), and his affiliated entities, to acquire the remaining outstanding equity interests.

Stakeholder Impact

• Shareholders: Minority shareholders are offered a significant cash premium for their shares, but would lose future public market participation and potential upside if the company thrives privately.
• Employees: The company would transition to a private entity, which could lead to changes in corporate culture, reporting, and potentially long-term incentives, though no immediate impact on employment is stated.
• Management: Thomas Priore and his Investor Group would gain full control and ownership, allowing for long-term strategic decisions without public market pressures.
• Creditors: The transaction involves new debt financing, which could alter the company's capital structure and leverage profile.

Next Steps

• Establishment and approval of a Special Committee of disinterested and independent directors of the Company's Board.
• The Special Committee will have the authority to retain its own legal and financial advisors.
• Negotiation and execution of a mutually acceptable definitive agreement with customary terms and conditions.
• Obtaining all required regulatory and governmental approvals.
• The Reporting Person may engage in discussions with other shareholders, potential sources of financing, and advisors.
• The Reporting Person may enter into confidentiality arrangements, financing commitments, and other agreements.

Key Dates

Recommendation

While the proposal offers a substantial premium, it is non-binding and subject to the formation of a Special Committee and negotiation of a definitive agreement. Investors should hold their shares to await further developments, as there is a possibility of a higher offer or the proposal falling through. Selling now would lock in the current market price, which may not fully reflect the proposed premium until the deal is more certain.

Keywords

Priority Technology Holdings, take-private, Thomas Priore, Schedule 13D, equity acquisition, cash offer, shareholder buyout, payment processing, financial technology, corporate governance