SCHEDULE: Priority Tech Holdings: Support Agreement Amendment Filed

Priority Technology Holdings, Inc. has filed an amendment to its Support Agreement, primarily updating the list of supporting stockholders and their respective shareholdings.

Summary

• This filing is an amendment to a Support Agreement originally dated September 18, 2026, concerning Priority Technology Holdings, Inc. (the Company), WD Capital Partners Parent Inc. (Parent), WD Capital Partners Holdings LP (Holdings), and certain supporting stockholders.
• The primary purpose of this Amendment No. 1, dated November 3, 2026, is to amend and restate Exhibit A of the Support Agreement.
• This restatement updates the number of shares of Common Stock owned by each Supporting Stockholder.
• The amendment is effective as of the date of the original Support Agreement.
• The filing also serves to correct the state of organization of AESV CreditCard Consulting, LLC to Georgia.
• Thomas C. Priore's beneficial ownership of 41,976,451 shares (50.8% of class) and John V. Priore's beneficial ownership of 67,207 shares (0.8% of class) are noted, with shared voting and dispositive power also detailed for both.
• AESV CreditCard Consulting, LLC directly holds 4,000,000 shares (4.8% of class).
• Collectively, the reporting persons may be deemed to be members of a 'group' beneficially owning 50,668,203 shares, representing approximately 61.4% of the outstanding Common Stock as of October 23, 2026.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, primarily reflecting administrative updates and confirmations rather than significant operational or financial shifts.

Positives

• The amendment clarifies and updates shareholdings of supporting stockholders, providing greater transparency.
• The correction regarding AESV's state of organization ensures accurate reporting.
• The confirmation of a 'group' holding a significant majority (61.4%) of the company's stock could indicate strong alignment among key stakeholders regarding the company's direction.

Negatives

• The filing does not introduce new business developments or financial performance data, focusing solely on administrative updates to existing agreements.
• The 'group' beneficial ownership calculation is based on a preliminary proxy statement from October 30, 2026, and may not reflect the most current outstanding share count.

Risks

• Potential for misinterpretation of the 'group' status and its implications for control and future actions.
• Reliance on previous filings for share counts introduces a minor risk of outdated information.

Future Outlook

The filing does not contain forward-looking statements or specific future guidance. It primarily addresses the administrative amendment of an existing agreement.

Management Comments

• The filing indicates that the Special Committee has approved this Amendment in accordance with Section 27 of the Support Agreement.
• The parties desire to amend the Support Agreement as set forth in accordance with Section 25 thereof.

Industry Context

StockSavvy.ai notes that amendments to support agreements and Schedule 13D filings are common in the fintech and payment processing sectors, often related to significant corporate events like mergers or changes in control, reflecting ongoing strategic realignments.

Corporate Governance

Related Party Transactions

• The filing details the amendment of a Support Agreement involving the Issuer (Priority Technology Holdings, Inc.), Parent (WD Capital Partners Parent Inc.), Holdings (WD Capital Partners Holdings LP), and Supporting Stockholders, including John V. Priore and Thomas C. Priore, indicating ongoing related-party arrangements concerning shareholdings and support for corporate actions.

Stakeholder Impact

• Shareholders: Increased clarity on the shareholdings of key supporting stockholders may influence perceptions of control and strategic alignment.
• Management: The amendment confirms ongoing support and clarifies share allocations, potentially impacting governance discussions.
• Creditors: Stability in stakeholder support, as reflected in the agreement, could be viewed positively.

Next Steps

• The amended Support Agreement is now in full force and effect.
• The updated Exhibit A to the Support Agreement will govern the shareholdings of the Supporting Stockholders.

Key Dates

Keywords

Support Agreement, Stockholder, Priority Technology Holdings, Amendment, Beneficial Ownership, Schedule 13D, Corporate Governance, Merger