Priority Technology Holdings Announces Merger to Go Private at $8.05/Share

What Happened
Priority Technology Holdings, Inc. (PRTH) announced on September 18, 2026 that it entered into an Agreement and Plan of Merger with WD Capital Partners Parent Inc. and its wholly owned Merger Sub. Under the deal, each outstanding public share (excluding shares held by the company, Parent/Merger Sub/affiliates and certain rollover shares) will be converted into the right to receive $8.05 in cash per share at the closing. The company’s independent Special Committee unanimously recommended the transaction and the Board approved it (with CEO and majority stockholder Thomas C. Priore and director Crisafulli recusing). The company said shareholders’ approval and other customary closing conditions and regulatory approvals (including state money transmitter approvals) are required; if completed, Priority’s shares will be delisted and the company will become a privately held subsidiary.

Key Details

• Merger consideration: $8.05 per share in cash to holders of Company Common Stock (subject to exclusions and withholding).
• Supporting holders: Thomas Priore and other Supporting Stockholders collectively own ~61.4% and signed support agreements, including a rollover of certain shares into Holdings for newly issued equity.
• Financing: Parent expects to fund with (i) up to $160M equity commitment from funds advised by Searchlight Capital, (ii) borrowings under the company’s Truist revolving credit facility, and (iii) company cash; the Merger is not conditioned on financing. Priority is a third‑party beneficiary of the equity commitment letter.
• Termination fees: Company Termination Fee = $15,750,000; Parent Termination Fee = $35,250,000. Outside Date to close: December 18, 2027.
• Treatment of awards & plans: outstanding stock options, RSUs and PSUs vest and will be cashed out (PSUs at target); the 2021 ESPP will be terminated and participants’ accumulated contributions used to buy shares shortly before closing.
• Fairness input: Special Committee received a fairness opinion from Barclays stating, subject to assumptions, that the Merger Consideration is fair from a financial point of view to public shareholders (other than excluded parties).

Why It Matters
This is a going‑private acquisition that would provide cash to public shareholders ($8.05 per share) and remove Priority from Nasdaq trading if completed. Investors should note the buyer is controlled by the company’s CEO/majority stockholder, so independent review by the Special Committee and a fairness opinion were used. The deal still needs stockholder approval (including a disinterested stockholder vote), state regulatory approvals for money‑transmitter licenses, and other customary closing conditions. The filing also outlines how equity awards and the ESPP will be handled and the financial backstop and fees that apply if the transaction is terminated.