SCHEDULE: Priore Seeks Full Control of Priority Technology

Thomas C. Priore, a major shareholder, has reiterated his intent to acquire all outstanding equity of Priority Technology Holdings not currently owned by his investor group, declining to sell his existing stake.

Summary

• Thomas C. Priore, the Reporting Person, filed Amendment No. 6 to his Schedule 13D.
• He beneficially owns 46,419,486 shares of Priority Technology Holdings, Inc. common stock, representing 56.7% of the outstanding shares.
• This percentage is calculated based on 81,871,568 shares outstanding as of October 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
• On December 17, 2025, Priore informed the Issuer's Special Committee that he is interested only in acquiring all outstanding equity interests not held by his investor group.
• He explicitly stated he does not intend to sell his current stake in the Issuer to any third party.
• This communication was in response to an inquiry from the Special Committee regarding a proposal he made on November 9, 2025.

Sentiment

Score: 7

Explanation: The filing indicates a strong commitment from a major shareholder to acquire the remaining equity, which could be positive for existing shareholders if a premium is offered. However, the lack of specific terms introduces uncertainty regarding the final outcome and valuation.

Positives

• The Reporting Person, Thomas C. Priore, demonstrates strong commitment to Priority Technology Holdings by expressing intent to acquire more shares and not sell his existing stake.
• This could signal confidence in the company's future prospects from a significant insider, potentially leading to a premium for existing shareholders if an acquisition proceeds.

Negatives

• The filing does not provide details on the proposed acquisition price or specific terms, which could lead to uncertainty for other shareholders.
• A potential take-private transaction could limit future public market liquidity for existing shareholders if the deal is completed.

Risks

• Uncertainty regarding the outcome of the acquisition proposal, including whether a definitive agreement will be reached or if the terms will be favorable to minority shareholders.
• Potential for a prolonged negotiation process that could distract management or impact share price volatility.
• Risk that the proposed acquisition may not materialize, leading to disappointment among investors anticipating a premium.

Future Outlook

Thomas C. Priore's stated intent to acquire all remaining equity interests and not sell his current stake suggests a potential future take-private transaction for Priority Technology Holdings, Inc., indicating a strategic shift towards full control by the existing investor group.

Management Comments

• "Interested only in acquiring all of the outstanding equity interests of the Issuer not held by the investor group."
• "Does not intend to sell his stake in the Issuer to any third party."

Industry Context

This filing indicates a potential consolidation or take-private trend within the financial technology or payment processing sector, where a major shareholder seeks to gain full control. Such moves are often driven by a desire to streamline operations, pursue long-term strategies away from public market scrutiny, or capitalize on perceived undervaluation, aligning with broader trends of private equity interest in established tech companies.

Comparison to Industry Standards

• The filing does not provide specific financial results or operational metrics to compare against industry standards.
• However, a controlling shareholder seeking to acquire the remaining public float is a common strategy seen across various industries, often aiming to unlock value or simplify corporate structure. This mirrors similar take-private attempts by founders or large investment groups in sectors like software and payment processing, where strategic flexibility and long-term investment horizons are prioritized over quarterly public reporting pressures.

Stakeholder Impact

• Shareholders: Minority shareholders could benefit from a potential acquisition premium if the deal proceeds, but face uncertainty regarding the offer price and the future liquidity of their investment.
• Management/Employees: A take-private transaction could lead to strategic shifts or operational changes, potentially impacting employees, though not explicitly stated in this filing.

Next Steps

• The Special Committee of the Issuer will likely continue discussions with Thomas C. Priore regarding the terms of a potential acquisition of the remaining equity interests.
• Further announcements regarding the proposal's progress, including any definitive agreements or withdrawal, are anticipated.

Key Dates

Recommendation

The filing indicates a potential take-private transaction by a controlling shareholder, which often results in a premium for minority shareholders. However, without specific terms or a definitive agreement, the outcome remains uncertain. Holding the stock allows investors to benefit from any potential premium if the deal materializes, while acknowledging the risk of the deal falling through or being unfavorable. Selling now might forgo a potential premium, while buying now is speculative given the lack of deal specifics.

Keywords

Priority Technology Holdings, Thomas C. Priore, Schedule 13D/A, Beneficial Ownership, Acquisition Proposal, Take-Private, Equity Interests, Shareholder Stake, Corporate Control, PTIH