Priority Stockholders to Receive $8.05/Share in Cash, a 65% Premium to Unaffected Share Price
Transaction Unanimously Recommended by Special Committee of Priority’s Independent and Disinterested Directors and Approved by the Board of Directors
Priority Technology Holdings, Inc. (“Priority” or the “Company”), the payments and banking solutions provider that streamlines collecting, storing, lending and sending money to unlock revenue opportunities, announced it has entered into a definitive agreement (the “Agreement”) with an investor group led by Thomas Priore, the Company’s Chairman and Chief Executive Officer (the “Investor Group”), pursuant to which the Investor Group will acquire all outstanding shares of Priority’s common stock that it does not already own for $8.05 per share in cash. The all-cash transaction represents an enterprise value of approximately $1.6 billion.
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The transaction delivers a 65% premium to the Company’s closing share price on November 7, 2025, the last trading day before public disclosure of the Investor Group’s preliminary, non-binding proposal (the “Initial Proposal”) to acquire the remaining shares of the Company’s common stock that the Investor Group does not currently hold. The transaction represents a 38% premium to the Company’s closing share price on September 18, 2026, the last trading day prior to the announcement of the definitive agreement.
The transaction was unanimously recommended by a special committee of independent and disinterested directors (the “Special Committee”), which conducted a robust review process with the assistance of its independent legal and financial advisors.
Michael Passilla, Chair of the Special Committee, said: “After a comprehensive evaluation of the proposal, a rigorous valuation analysis, and extensive negotiations with Tom and his affiliates, we are delivering a transaction that provides compelling and certain value to Priority’s unaffiliated stockholders. We believe this is the best path for the unaffiliated stockholders to realize the significant value from their investment in the Company.”
Thomas Priore, Chairman and Chief Executive Officer of Priority, said: “I am pleased to have reached an agreement that delivers meaningful value to our stockholders and positions the Company to achieve our vision for Connected Commerce. I am deeply proud of what our team has built, and I am excited to lead the Company into this promising next chapter.”
Independent Review and Valuation Process
As previously announced, the Special Committee was established by the Company’s Board of Directors to evaluate the Investor Group’s Initial Proposal. Following a rigorous valuation analysis and comprehensive review of the Initial Proposal, the Special Committee engaged in extensive negotiations with the Investor Group, including with Mr. Priore, who had informed the Special Committee that he does not intend to sell his stake in the Company to any third party, as disclosed in the Schedule 13D filed in December 2025. The negotiations resulted in improved transaction terms, including a more than 30% price increase, for the benefit of Priority’s unaffiliated stockholders.
The Board of Directors, having received the unanimous recommendation of the Special Committee, determined that the proposed transaction is in the best interests of the Company and its stockholders. The Board recommends that Priority stockholders vote in favor of the proposed transaction at a special meeting of shareholders that will be held to vote on the transaction.
Transaction Details and Approvals
Subject to the satisfaction of the conditions set forth in the Agreement, holders of the Company’s common stock (other than shares held by the Investor Group) will receive $8.05 per share in cash at the closing of the transaction.
The transaction is being financed, in part, by equity commitments from funds advised by Searchlight Capital Partners, L.P. (“Searchlight”), and is not subject to any financing conditions.
The transaction is subject to customary closing conditions, including regulatory approvals and approval by the holders of a majority of Priority’s common stock that are not affiliated with the Investor Group.
The transaction is expected to close in the first half of 2027. Upon completion of the transaction, the Company will be a privately held company, and its common stock will no longer be listed on the Nasdaq Global Select Market.
Additional information regarding the transaction will be filed by Priority with the U.S. Securities and Exchange Commission (“SEC”) in a Current Report on Form 8-K. The Company also plans to file a proxy statement and a Rule 13e-3 transaction statement with the SEC in connection with the solicitation of proxies from stockholders to vote in favor of the adoption of the Agreement.
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