Priority Technology Holdings agrees to go-private deal at $8.05 per share

Thomas Priore already controlled about 58 percent of the outstanding shares of Priority Technology Holdings when the cash number landed. Early on Monday, September 21, 2026, the payments and banking solutions provider announced a definitive agreement to go private: an investor group led by its chairman and chief executive would acquire all of the stock the group did not already own, and unaffiliated holders would receive $8.05 per share in cash.

The Agreement and Plan of Merger had been signed on September 18, 2026, with WD Capital Partners Parent Inc. and WD Capital Partners Merger Sub Inc. Both buyer entities were controlled by Priore along with certain of his affiliates. The transaction represented an enterprise value of approximately $1.6 billion.

Monday’s release put that single cash figure in front of every holder outside the controlling circle. Priore would take the company private through the WD Capital vehicles. The special committee of independent directors had finished its side of the work; its recommendation traveled with the announcement.

The special committee’s recommendation was unanimous. Independent and disinterested directors had completed a robust review of the go-private proposal with their own legal and financial advisors. Barclays Capital Inc. rendered a fairness opinion that the merger consideration was financially fair to eligible holders of common stock. Negotiations with Priore and his affiliates had been extensive. Michael Passilla, who chaired the committee, stated the result.

“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.”

The board of directors approved the merger agreement after receiving that recommendation. Priore and Crisafulli recused themselves from the vote over potential conflicts of interest. With those two off the ballot, the independent recommendation became the board’s position, and the company Thomas and John Priore had founded in 2005 moved a step closer to leaving the public markets.

What Thomas and John Priore founded in 2005 had grown into a payments and banking business built around payables, merchant services, and treasury. The platform sat under the Nasdaq ticker PRTH for nearly nine years.

The latest quarter still showed expansion. Second-quarter revenue rose 9 percent year over year to $262.3 million, with gains across Payables, Treasury Solutions, and Merchant Solutions. Adjusted gross profit increased 8 percent to $99.9 million. Revenue for the first half climbed 10 percent to $511.8 million. Management reaffirmed full-year 2026 guidance of $1.01 billion to $1.04 billion in revenue and growth of 6 to 9 percent. In the same stretch the company agreed to handle ticketing payments and treasury orchestration for the Tampa Bay Buccaneers and to acquire IntelliPay, a government and utility payment processor.

The go-private took the form of a management-led deal. Thomas Priore, the chairman and chief executive who already held control, would bring the remaining shares in with his affiliates. The operating company would continue under that leadership as a private subsidiary. Unaffiliated stockholders would leave with cash.

The first offer that set that process in motion had surfaced the previous November.

Six dollars to $6.15 a share. That non-binding range was what Priority disclosed in November 2025 for the stock the investor group did not already own. Nearly a year of negotiation followed. The cash price rose more than 30 percent from that opening band.

The figure that closed the talks, $8.05 a share, delivered a 65 percent premium to the company’s closing share price on November 7, 2025, the last trading day before the initial proposal became public.

Against the September 18, 2026 close of $5.83, that same price stood 38 percent higher. Supporting Stockholders who held approximately 61.4 percent of the outstanding shares signed support and rollover agreements. Those agreements bound them to vote in favor of the transaction and to roll their shares into the private company rather than take the cash consideration.

The cash out did not depend on raising new capital at closing. Parent would fund the merger consideration and related costs with up to $160 million in equity financing from funds advised by Searchlight Capital Partners, borrowings under Priority’s existing Truist revolving credit facility, and company cash. The merger agreement was not subject to any financing condition.

Michael Passilla spoke for the holders who would take the cash and leave the register.

“We believe this is the best path for the unaffiliated stockholders to realize the significant value from their investment in the Company.”

Deal protection ran both ways, unevenly. Priority’s termination fee was $15.75 million, due in specified circumstances that included accepting a superior proposal. Parent’s reverse termination fee was $35.25 million if Parent or the Supporting Stockholders breached or failed to close under the agreement.

“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,” Thomas Priore said. The votes of disinterested stockholders and the state money-transmitter license approvals still stood between that chapter and a completed merger.

Those votes required more than a simple majority of the full register. Holders had to approve the merger by a majority of all voting power. A separate majority of the common stock held by disinterested stockholders—holders not affiliated with the investor group—had to vote in favor as well. State money-transmitter license approvals remained among the closing conditions, alongside the absence of any law or order that would prohibit the closing.

Priority expected the transaction to close in the first half of 2027. The merger agreement fixed December 18, 2027 as the outside date. From the definitive signing in September, that left the parties until late the following year to clear both the dual stockholder approvals and the required state license clearances.

When the merger took effect, Merger Sub would merge into the company. Priority would continue as a wholly owned private subsidiary of Parent. PRTH would be delisted from the Nasdaq Global Select Market and its shares deregistered. The ticker would go dark.