プライオリティテクノロジーHDの適時開示・決算・その他

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

November 6, 2025

Date of Report (Date of earliest event reported)

Priority Technology Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-37872

47-4257046

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)


2001 Westside Parkway
Suite 155
Alpharetta,	Georgia	30004
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (800) 935-5961

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $0.001 par value

PRTH

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of (1933 §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On November 6, 2025, Priority Technology Holdings, Inc. ("Priority") issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

On November 6, 2025, Priority will hold an earnings conference call and webcast at 10:00 a.m. (Eastern Time) to discuss the financial results for the quarter ended September 30, 2025. The press release referenced in Item 2.02 contains information about how to access the conference call and webcast. A copy of the slide presentation to be used during the earnings call and webcast is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The slide presentation also will be available on our website, www.prioritycommerce.com under the "Investor Relations" section.

The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits – The following exhibit is furnished as part of this Current Report on Form 8-K.


Exhibit Number			Description
99.1			Press Release of Priority Technology Holdings, Inc. dated November 6, 2025
99.2			Supplemental slide presentation
104			The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: November 6, 2025

			PRIORITY TECHNOLOGY HOLDINGS, INC.

			By: /s/ Timothy M. O'Leary
			Name: Timothy M. O'Leary
			Title: Chief Financial Officer

EX-99.1 2 ex991-prthq32025earningsre.htm EX-99.1 Document

EXHIBIT 99.1

Priority Technology Holdings, Inc. Reports Third Quarter Financial Results

Third Quarter Performance Driven by Strength of Unified Commerce Platform

ALPHARETTA, GA - November 6, 2025 -- Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), the payments and banking solution that streamlines collecting, storing, lending, and sending money to unlock revenue opportunities, today announced its third quarter 2025 financial results including strong year-over-year diversified revenue growth.

"Our third quarter results reflect the strength and diversification of Priority’s Connected Commerce platform, with over 6% revenue growth and 10% adjusted gross profit growth,” said Tom Priore, Chairman and CEO of Priority. “Our ability to connect payments and treasury solutions across our diverse business segments delivered over 18% revenue growth for Treasury Solutions and 14% growth for Payables, while adjusted gross profit margins expanded by nearly 140 basis points. In addition to the solid financial results, we had several key operational wins during the quarter - launching our dedicated residual financing facility to fuel ISO and ISV partner growth, activating card acquiring in Canada, adding real-time payments, and increasing deposits under administration by $200 million - along with the execution of accretive acquisitions and a 100 basis point reduction in our borrowing costs, reinforcing the strength of our platform which has produced 18% compound annual adjusted EBITDA growth since going public in 2018.”

Highlights of Consolidated Results and Additional Information1

Third Quarter 2025 Financial Highlights compared with Third Quarter 2024

•Revenue of $241.4 million increased 6.3% from $227.0 million

•Adjusted gross profit (a non-GAAP measure2) of $94.8 million increased 10.2% from $86.0 million

•Adjusted gross profit margin (a non-GAAP measure2) of 39.2% increased by nearly 140 basis points from 37.9%

•Operating income of $37.8 million decreased 0.8% from $38.1 million

•Adjusted EBITDA (a non-GAAP measure2) of $57.8 million increased 5.7% from $54.6 million

•Adjusted EPS - diluted (a non-GAAP measure2) of $0.28 increased by $0.10, or 55.6%, from $0.18

•Driven by strong cash flow performance in 2025, the Company made a $15.0 million voluntary prepayment on its term loan on October 31, 2025.

•The Company closed on a new $1.1 billion broadly syndicated credit facility on July 31, 2025, and lowered the interest rate by 100 basis points while increasing liquidity and extending maturity to 2032.

•In August 2025, the Company acquired the assets of Boom Commerce, an existing reseller partner of Priority with proven ability to attract enterprise customers and sell value added services.

•In October 2025, the Company acquired the assets of Dealer Merchant Services, a leading provider of vertically focused software and payments in the automotive dealership arena.

EXHIBIT 99.1

(1)Certain amounts/percentages may not compute accurately due to rounding.

(2)See "Non-GAAP Financial Measures" and the reconciliations of Adjusted Gross Profit (non-GAAP), Adjusted Gross Profit Margin (non-GAAP), Adjusted EBITDA, and Adjusted EPS- diluted (non-GAAP) to their most comparable GAAP measures provided within this document for additional information.

EXHIBIT 99.1

Full Year 2025 Financial Guidance

Priority's business remains strong, and we are adjusting our full year 2025 guidance to reflect year to date results combined with our current outlook for the fourth quarter. We anticipate continued strong double-digit revenue growth in Payables and Treasury Solutions will complement mid-single digit organic revenue growth in Merchant Solutions. The adjusted full year 2025 guidance is as follows:

•Revenue forecast to range between $950 million to $965 million, a growth rate of 8% to 10%, compared to fiscal 2024 results.

•Adjusted gross profit (a non-GAAP measure) forecast to range between $370 million and $380 million.

•Adjusted EBITDA (a non-GAAP measure) forecast to range between $223 million to $228 million.

Segment Reporting Update

Consistent with the evolution of Priority from its origins as a monoline merchant acquirer over 20 years ago to a diversified commerce platform today, we are renaming our operating segments to better reflect not only their respective solution sets, but the diverse mix of increasingly larger customers they serve. Merchant Solutions, Payables and Treasury Solutions replace SMB, B2B and Enterprise, respectively. The financial results of each respective reporting segment do not change as a result of this rebranding.

Conference Call

The Company will host a conference call on Thursday, November 6, 2025 at 10:00 a.m. EST to discuss its third quarter financial results. Participants can access the call by phone in the U.S. or Canada at (833) 636-1319 or internationally at (412) 902-4286.

The Internet webcast link and accompanying slide presentation can be accessed at https://viavid.webcasts.com/starthere.jsp?ei=1732695&tp_key=493d4ecd35 and will also be posted in the "Investor Relations" section of the Company's website at www.prioritycommerce.com/investors.

An audio replay of the call will be available shortly after the conference call until November 20, 2025, at 11:59 p.m. EST. To listen to the audio replay, dial (844) 512-2921 or (412) 317-6671 and enter conference ID number 10202505. Alternatively, you may access the webcast replay in the "Investor Relations" section of the Company's website at https://ir.prioritycommerce.com/.

Non-GAAP Financial Measures

This communication includes certain non-GAAP financial measures that we regularly review to evaluate our business and trends, measure our performance, prepare financial projections, allocate resources, and make strategic decisions. We believe these non-GAAP measures help to illustrate the underlying financial and business trends relating to our results of operations and comparability between current and prior periods. We also use these non-GAAP measures to establish and monitor operational goals. However, these non-GAAP measures are not superior to or a substitute for prominent measurements calculated in accordance with GAAP. Rather, the non-GAAP measures are meant to be a complement to understanding measures prepared in accordance with GAAP.

EXHIBIT 99.1

Adjusted Gross Profit and Adjusted Gross Profit Margin

The Company's adjusted gross profit metric represents revenues less cost of revenue (excluding depreciation and amortization). Adjusted gross profit margin is adjusted gross profit divided by revenues. We review these non-GAAP measures to evaluate our underlying profit trends. The reconciliation of adjusted gross profit to its most comparable GAAP measure is provided below:



(in thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Revenues	$	241,439		$	227,049		$	705,881		$	652,635
Cost of revenue (excluding depreciation and amortization)	(146,681)			(141,070)			(431,433)			(408,486)
Adjusted gross profit	$	94,758		$	85,979		$	274,448		$	244,149
Adjusted gross profit margin	39.2		%	37.9		%	38.9		%	37.4		%
Depreciation and amortization of revenue generating assets	(4,985)			(4,207)			(14,581)			(12,048)
Gross profit	$	89,773		$	81,772		$	259,867		$	232,101
Gross profit margin	37.2		%	36.0		%	36.8		%	35.6		%

EBITDA and Adjusted EBITDA

EBITDA and adjusted EBITDA are performance measures. EBITDA is earnings before interest, income tax, and depreciation and amortization expenses ("EBITDA"). Adjusted EBITDA begins with EBITDA but further excludes certain non-cash costs, such as stock-based compensation and the write-off of the carrying value of investments or other assets, as well as debt extinguishment and modification expenses and other expenses and income items considered non-recurring, such as acquisition integration expenses, certain professional fees, and litigation settlements. We review the non-GAAP adjusted EBITDA measure to evaluate our business and trends, measure our performance, prepare financial projections, allocate resources, and make strategic decisions.

EXHIBIT 99.1

The reconciliation of adjusted EBITDA to its most comparable GAAP measure is provided below:


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net income	$	27,588	$	10,608	$	46,735	$	16,795
Interest expense	22,463		23,246		68,693		65,836
Income tax (benefit) expense	(20,201)		4,899		(13,528)		9,996
Depreciation and amortization	15,122		13,733		42,992		44,230
EBITDA	44,972		52,486		144,892		136,857
Debt modification and extinguishment expenses	12,476		43		12,514		8,666

Selling, general and administrative (non-recurring)	1,491		696		4,085		2,131
Non-cash stock-based compensation	2,327		1,416		7,119		4,878
Bargain purchase gain (non-recurring)	(3,507)		—		(3,507)		—
Adjusted EBITDA	$	57,759	$	54,641	$	165,103	$	152,532

Further detail of certain of these adjustments, and where these items are recorded in our consolidated statements of operations, is provided below:


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Selling, general and administrative expenses (non-recurring):

Certain legal fees	833		552		2,443		1,207
Professional, accounting and consulting fees	115		128		1,223		627
Other (income) expenses, net	253		16		289		186

Litigation settlement	290		—		130		111
	$	1,491	$	696	$	4,085	$	2,131

EXHIBIT 99.1

Adjusted Earnings Per Share (Adjusted EPS)

Adjusted EPS is a performance measure. Adjusted EPS is calculated by dividing adjusted net income (loss) attributable to common shareholders by weighted average number shares outstanding for the respective periods.

Adjusted net income attributable to common shareholders begins with net income (loss) attributable to common shareholders adjusted to exclude various items listed below. We believe that adjusted EPS is a measure that is useful to investors and management in understanding our ongoing profitability and in analysis of ongoing profitability trends.


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Reconciliation of Adjusted EPS
Net income (loss) attributable to common shareholders	$	27,588	$	5,487	$	46,735	$	(20,192)
Non-recurring release of valuation allowance on deferred tax assets	(21,170)		—		(20,670)		—
Accelerated accretion expense and excise tax attributable to redeemable senior preferred stockholders	—		—		—		9,549
Debt extinguishment and modification costs	12,476		43		12,514		8,666
Stock based compensation	2,327		1,416		7,119		4,878
Other non-recurring expenses	1,491		696		4,085		2,131
Amortization of acquisition related intangible assets	10,334		9,813		29,065		32,930
Tax impact of adjustments(1)	(6,924)		(3,111)		(13,724)		(12,637)
Bargain purchase gain (non-recurring)	(3,507)		—		(3,507)		—
Adjusted net income attributable to common share holders	$	22,615	$	14,344	$	61,617	$	25,325

Weighted average common shares outstanding (basic)	80,325		77,973		79,366		77,910
Effect of dilutive potential common shares	791		2,122		1,017		—
Weighted average common shares outstanding (diluted)	81,116		80,095		80,383		77,910

Earnings (loss) per common share:
Basic	$	0.34	$	0.07	$	0.59	$	(0.26)
Diluted	$	0.34	$	0.07	$	0.58	$	(0.26)

Adjusted earnings per common share
Basic	$	0.28	$	0.18	$	0.78	$	0.33
Diluted	$	0.28	$	0.18	$	0.77	$	0.33

(1) The tax impact calculated using the blended statutory income tax rate (i.e. 26.0% for three and nine months ended September 30, 2025 and 2024)

EXHIBIT 99.1

Priority does not provide a reconciliation of forward-looking non-GAAP financial measures to their comparable GAAP financial measures because it could not do so without unreasonable effort due to the unavailability of the information needed to calculate reconciling items and due to the variability, complexity and limited visibility of the adjusting items that would be excluded from the non-GAAP financial measures in future periods. When planning, forecasting and analyzing future periods, the Company does so primarily on a non-GAAP basis without preparing a GAAP analysis as that would require estimates for various cash and non-cash reconciling items that would be difficult to predict with reasonable accuracy. For example, stock-based compensation expense would be difficult to estimate because it depends on the Company's future hiring and retention needs, as well as the future fair market value of the Company's common stock, all of which are difficult to predict and subject to constant change. As a result, the Company does not believe that a GAAP reconciliation would provide meaningful supplemental information about the Company's outlook.

EXHIBIT 99.1

About Priority Technology Holdings, Inc.

Priority is the payments and banking solution that enables businesses to collect, store, lend and send funds through a unified commerce engine. Our platform combines payables, merchant solutions, and treasury solutions so leaders can streamline financial operations efficiently — and our innovative industry experts help businesses navigate and build momentum on the path to growth. With the Priority Commerce Engine, leaders can accelerate cash flow, optimize working capital, reduce unnecessary costs, and unlock new revenue opportunities. To learn more about Priority (NASDAQ: PRTH), visit prioritycommerce.com

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services, and other statements identified by words such as "may," "will," "should," "anticipates," "believes," "expects," "plans," "future," "intends," "could," "estimate," "predict," "projects," "targeting," "potential" or "contingent," "guidance," "outlook" or words of similar meaning. These forward-looking statements include, but are not limited to, our 2025 outlook and statements regarding our market and growth opportunities. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive risks, trends and uncertainties that could cause actual results to differ materially from those projected, expressed, or implied by such forward-looking statements. Our actual results could differ materially, and potentially adversely, from those discussed or implied herein.

We caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this press release in the context of the risks and uncertainties disclosed in our SEC filings, including our most recent Annual Report on Form 10-K filed with the SEC on March 6, 2025. These filings are available online at www.sec.gov or www.prioritycommerce.com.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the way we expect. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. The forward-looking statements included in this press release are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

Priority Investor Inquiries:
priorityIR@icrinc.com

Priority Technology Holdings, Inc.

Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss)

(in thousands, except per share amounts)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenues	$	241,439	$	227,049	$	705,881	$	652,635
Operating expenses
Cost of revenue (excludes depreciation and amortization)	146,681		141,070		431,433		408,486
Salary and employee benefits	26,140		21,748		78,975		66,017
Depreciation and amortization	15,122		13,733		42,992		44,230
Selling, general and administrative	15,724		12,413		44,734		34,620
Total operating expenses	203,667		188,964		598,134		553,353
Operating income	37,772		38,085		107,747		99,282
Other (expense) income
Interest expense	(22,463)		(23,246)		(68,693)		(65,836)
Debt extinguishment and modification costs	(12,476)		(43)		(12,514)		(8,666)

Other income, net	4,554		711		6,667		2,011
Total other expense, net	(30,385)		(22,578)		(74,540)		(72,491)
Income before income taxes	7,387		15,507		33,207		26,791
Income tax expense	(20,201)		4,899		(13,528)		9,996
Net income	27,588		10,608		46,735		16,795
Less: Dividends and accretion attributable to redeemable senior preferred stockholders	—		(5,121)		—		(36,348)
Less: Return on redeemable NCI	—		—		—		(639)
Net income (loss) attributable to common stockholders	27,588		5,487		$	46,735	$	(20,192)
Other comprehensive income (loss)
Foreign currency translation adjustments	(279)		(28)		(19)		(37)
Comprehensive income (loss)	$	27,309	$	5,459	$	46,716	$	(20,229)

Earnings (loss) per common share:
Basic	$	0.34	$	0.07	$	0.59	$	(0.26)

Diluted	$	0.34	$	0.07	$	0.58	$	(0.26)

Adjusted earnings per common share(1):
Basic	$	0.28	$	0.18	$	0.78	$	0.33
Diluted	$	0.28	$	0.18	$	0.77	$	0.33

Weighted-average common shares outstanding:
Basic	80,325		77,973		79,366		77,910
Diluted	81,116		80,095		80,383		77,910

(1)Adjusted EPS in a non-GAAP earnings measure. See Adjusted EPS reconciliation for further detail.

Priority Technology Holdings, Inc.

Unaudited Consolidated Balance Sheets

(in thousands)



	September 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	56,978	$	58,600
Restricted cash	12,984		11,090
Accounts receivable, net of allowances	92,437		67,969
Prepaid expenses and other current assets	35,042		22,990
Current portion of notes receivable, net of allowance	1,742		3,638
Settlement assets	1,187,417		940,798
Total current assets	1,386,600		1,105,085
Notes receivable, less current portion	11,875		4,919
Property, equipment and software, net	59,306		52,477
Goodwill	382,388		376,091
Intangible assets, net	302,435		240,874
Deferred income taxes, net	50,428		24,697
Other noncurrent assets	24,100		22,717
Total assets	$	2,217,132	1,826,860
Liabilities, Stockholders' Deficit and NCI
Current liabilities:
Accounts payable and accrued expenses	$	65,731	$	62,149
Accrued residual commissions	38,678		37,560
Customer deposits and advance payments	2,150		2,246
Current portion of long-term debt	10,000		9,503
Settlement obligations	1,188,071		940,213
Total current liabilities	1,304,630		1,051,671
Long-term debt, net of current portion, discounts and debt issuance costs	997,549		920,888
Other noncurrent liabilities	23,467		19,326
Total liabilities	2,325,646		1,991,885


Stockholders' deficit:
Preferred stock	—		—
Common stock	82		77
Treasury stock, at cost	(22,613)		(19,607)
Additional paid-in capital	12,827		—
Accumulated other comprehensive loss	(195)		(176)
Accumulated deficit	(100,399)		(147,134)
Total stockholders' deficit attributable to stockholders of Priority	(110,298)		(166,840)
Non-controlling interests in consolidated subsidiaries	1,784		1,815
Total stockholders' deficit	(108,514)		(165,025)
Total liabilities, stockholders' deficit and NCI	$	2,217,132	$	1,826,860

Priority Technology Holdings, Inc.

Unaudited Consolidated Statements of Cash Flows

(in thousands)


	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities:
Net income	$	46,735	$	16,795
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization of assets	42,992		44,230
Stock-based compensation	7,119		4,878
Amortization of debt issuance costs and discounts	1,329		2,250
Debt extinguishment and modification costs	12,514		8,666
Deferred income tax	(16,090)		(2,944)
Change in deferred consideration	2,449		3,280


Bargain purchase gain	(3,506)
Other non-cash items, net	(130)		(37)
Change in operating assets and liabilities:
Accounts receivable	(22,995)		(15,712)
Prepaid expenses and other current assets	(2,054)		(2,808)
Income taxes (receivable) payable	(7,669)		(3,000)
Notes receivable	—		(883)
Accounts payable and accrued expenses	1,498		12,864
Accrued residuals commissions	1,118		—
Customer deposits and advance payments	(142)		271
Other noncurrent assets and liabilities, net	(7)		(5,998)
Net cash provided by operating activities	63,161		61,852
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired	(77,369)		—

Additions to property, equipment and software	(18,952)		(17,044)
Notes receivable, net	(5,060)		(216)
Acquisitions of assets and other investing activities	(50,517)		(7,474)

Net cash used in investing activities	(151,898)		(24,734)
Cash flows from financing activities:
Proceeds from issuance of long-term debt, net of issue discount	1,019,714		830,200
Debt issuance and modification costs paid	(4,725)		(6,901)
Repayments of long-term debt	(945,537)		(656,460)




Redemption of PHOT redeemable NCI	—		(2,130)
Repurchases of shares withheld for taxes	(3,006)		(1,208)
Redemption of senior preferred stock	—		(136,936)
Redemption of accumulated unpaid dividend on redeemable senior preferred stock	—		(30,819)
Dividends paid to redeemable senior preferred stockholders	—		(22,099)

Proceeds from exercise of stock options	413		—
Settlement obligations, net	247,531		116,065
Payment of deferred/contingent consideration related to business combination	(19,756)		(4,996)
NCI repurchase	(6,000)		—
Net cash provided by financing activities	288,634		84,716

Priority Technology Holdings, Inc.

Unaudited Consolidated Statements of Cash Flows

(in thousands)


	Nine Months Ended September 30,
	2025		2024
Net change in cash and cash equivalents and restricted cash:
Net increase in cash and cash equivalents, and restricted cash	199,897		121,834
Cash and cash equivalents and restricted cash at beginning of period	993,864		796,223
Cash and cash equivalents and restricted cash at end of period	$	1,193,761	$	918,057

Reconciliation of cash and cash equivalents, and restricted cash:
Cash and cash equivalents	$	56,978	$	41,072
Restricted cash	12,984		13,398
Cash and cash equivalents included in settlement assets (restricted in nature)	1,123,799		863,587
Total cash and cash equivalents, and restricted cash	$	1,193,761	$	918,057

Priority Technology Holdings, Inc.

Unaudited Reportable Segments' Results

(in thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Merchant Solutions:
Revenues	$	161,874	$	158,770	$	476,794	$	457,875
Adjusted EBITDA	$	27,727	$	28,644	$	81,181	$	82,265

Key Indicators:
Total card processing dollar value	$	18,469,447	$	18,076,156	$	54,822,837	$	53,428,816
Total card transaction count	230,741		223,700		671,233		642,827

Payables:
Revenues	$	25,162	$	22,143	$	74,113	$	65,368
Adjusted EBITDA	$	3,455	$	1,933	$	10,741	$	5,209

Key Indicators:
Buyer funded card processing dollar value	$	789,700	$	700,510	$	2,295,100	$	2,082,590
Supplier funded issuing dollar value	$	230,882	$	255,323	$	688,399	$	732,589
ACH transaction count	14,451		11,042		41,085		29,621

Treasury Solutions:
Revenues	$	55,684	$	47,099	$	158,430	$	131,758
Adjusted EBITDA	$	46,676	$	40,940	$	134,677	$	112,911

Key Indicators:
Average CFTPay billed clients	1,054,238		832,351		995,660		766,370
Average CFTPay monthly enrollments	61,185		62,875		58,316		57,281
Average total account balances(1)	$	1,248,432	$	900,690	$	1,145,164	$	847,486

(1) This represents the average total account balance during the three and nine months ended on September 30, 2025, in the Treasury solutions segment, and excludes the deposits and balances maintained in the Merchant Solution and Payables segment. The total account and deposit balances as of September 30, 2025, were $1.6 billion.

Priority Technology Holdings, Inc.

Unaudited Reportable Segments' Results

(in thousands)


	Three Months Ended September 30, 2025
	Merchant Solutions		Payables		Treasury Solutions		Corporate		Total Consolidated
Reconciliation of Adjusted EBITDA to GAAP Measure:
Adjusted EBITDA	$	27,727	$	3,455	$	46,676	$	(20,099)	$	57,759
Interest expense	(357)		(361)		(143)		(21,602)		(22,463)
Depreciation and amortization	(7,607)		(1,275)		(4,924)		(1,316)		(15,122)
Debt modification and extinguishment expenses	—		—		—		(12,476)		(12,476)
Selling, general and administrative (non-recurring)	—		—		—		(1,491)		(1,491)
Non-cash stock based compensation	—		(133)		(33)		(2,161)		(2,327)
Bargain purchase gain (non-recurring)	—		—		—		3,507		3,507
Income (loss) before taxes	$	19,763	$	1,686	$	41,576	$	(55,638)	$	7,387
Income tax expense									20,201
Net income									$	27,588


	Nine Months Ended September 30, 2025
	Merchant Solutions		Payables		Treasury Solutions		Corporate		Total Consolidated
Reconciliation of Adjusted EBITDA to GAAP Measure:
Adjusted EBITDA	$	81,181	$	10,741	$	134,677	$	(61,496)	$	165,103
Interest expense	(357)		(2,158)		(385)		(65,793)		(68,693)
Depreciation and amortization	(20,865)		(3,798)		(14,507)		(3,822)		(42,992)
Debt modification and extinguishment expenses	—		—		—		(12,514)		(12,514)
Selling, general and administrative (non-recurring)	—		—		—		(4,085)		(4,085)
Non-cash stock based compensation	1		(301)		(98)		(6,721)		(7,119)
Bargain purchase gain (non-recurring)	—		—		—		3,507		3,507
Income (loss) before taxes	$	59,960	$	4,484	$	119,687	$	(150,924)	$	33,207
Income tax expense									13,528
Net income									$	46,735


	Three Months Ended September 30, 2024
	Merchant Solutions		Payables		Treasury Solutions		Corporate		Total Consolidated
Reconciliation of Adjusted EBITDA to GAAP Measure:
Adjusted EBITDA	$	28,644	$	1,933	$	40,940	$	(16,876)	$	54,641
Interest expense	—		(1,066)		—		(22,180)		(23,246)
Depreciation and amortization	(6,939)		(1,261)		(4,304)		(1,229)		(13,733)
Debt modification and extinguishment expenses	—		—		—		(43)		(43)
Selling, general and administrative (non-recurring)	—		—		—		(696)		(696)
Non-cash stock based compensation	(4)		(73)		(33)		(1,306)		(1,416)
Income (loss) before taxes	$	21,701	$	(467)	$	36,603	$	(42,330)	$	15,507
Income tax expense									(4,899)
Net income									$	10,608

Priority Technology Holdings, Inc.

Unaudited Reportable Segments' Results

(in thousands)


	Nine Months Ended September 30, 2024
	Merchant Solutions		Payables		Treasury Solutions		Corporate		Total Consolidated
Reconciliation of Adjusted EBITDA to GAAP Measure:
Adjusted EBITDA	$	82,265	$	5,209	$	112,911	$	(47,853)	$	152,532
Interest expense	(1)		(3,280)		—		(62,555)		(65,836)
Depreciation and amortization	(24,065)		(3,992)		(12,431)		(3,742)		(44,230)
Debt modification and extinguishment expenses	—		—		—		(8,666)		(8,666)
Selling, general and administrative (non-recurring)	—		—		—		(2,131)		(2,131)
Non-cash stock based compensation	(12)		(299)		(98)		(4,469)		(4,878)
Income (loss) before taxes	$	58,187	$	(2,362)	$	100,382	$	(129,416)	$	26,791
Income tax expense									(9,996)
Net income									$	16,795

EX-99.2 3 q32025prthearningssupple.htm EX-99.2 q32025prthearningssupple

R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: Q3 2025 Earnings Call November 2025

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 2 Disclaimer Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services, and other statements identified by words such as “may,” “will,” “should,” “anticipates,” “believes,” “expects,” “plans,” “future,” “intends,” “could,” “estimate,” “predict,” “projects,” “targeting,” “potential” or “contingent,” “guidance,” “anticipates,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, Priority Technology Holdings, Inc.’s (“Priority”, “we”, “our” or “us”) 2025 outlook and statements regarding our market and growth opportunities. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive risks, trends and uncertainties that could cause actual results to differ materially from those projected, expressed, or implied by such forward-looking statements. Our actual results could differ materially, and potentially adversely, from those discussed or implied herein. We caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward- looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this presentation in the context of the risks and uncertainties disclosed in our Securities and Exchange Commission (“SEC”) filings, including our Annual Report on Form 10-K filed with the SEC on March 6, 2025. These filings are available online at www.sec.gov or www.prioritycommerce.com. We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the way we expect. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. The forward-looking statements included in this presentation are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements. This presentation includes certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and that may be different from non- GAAP financial measures used by other companies. Priority believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends of the Company. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. See the footnotes on the slides where these measures are discussed and the slides at the end of this presentation for a reconciliation of such non-GAAP financial measures to the most comparable GAAP numbers. Additionally, we present guidance for Adjusted EBITDA and Adjusted EBITDA as percentage of revenue, non-GAAP measures without reconciliation due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. See more information in Priority’s earnings press release. Adjusted Gross profit referred throughout this presentation is a non-GAAP measure calculated by subtracting Cost of services (excluding depreciation and amortization) from Revenue. Adjusted Gross profit margin referred throughout this presentation is a non-GAAP measure calculated by dividing Adjusted Gross Profit discussed above by Revenue. Adjusted EBITDA referred to throughout this presentation is a non-GAAP measure calculated as net income prior to interest expense, tax expense, depreciation and amortization expense, adjusted to add back certain non-cash charges and / or non-recurring charges deemed to not be part of normal operating expenses. Adjusted EBITDA margin referred throughout this presentation is a non-GAAP measure calculated by dividing Adjusted EBITDA discussed above by Revenue. See Appendix 1 – 2 of this presentation for a reconciliation of Adjusted Gross Profit to Gross Profit as per GAAP, a reconciliation of Adj. EBITDA to GAAP Income (loss) before Taxes and Priority’s earnings press release for more details.

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 3 Key 3rd Quarter 2025 Highlights Q3 2025 RESULTS REVISED 2025 GUIDE REFLECTS HSD GROWTH Q3 2025 KEY METRICS REVENUE (In Millions) NET REVENUE +6% ADJ GROSS PROFIT1 +10% ADJ EBITDA1 +6% ADJ EPS $0.28 $1.6B Account Balances 1.7M Customer Accounts $144B Total Payments Volume1 1 Represents LTM payments volume as of September 30, 2025 2 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details (+$0.10) $950 - $965 (8-10% Growth) $880 $706 2024 2025 YTD Actual 2025 Guidance Range ADJ. EBITDA2 (In Millions) ADJ. GROSS PROFIT2 (In Millions) $328 $274 2024 2025 $370 - $380 YTD Actual 2025 Guidance Range $204 $165 2024 2025 $223 - $228 YTD Actual 2025 Guidance Range

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 4 Q3 2025 Consolidated Results $86.0M $94.8M $54.6M $57.8M $227.0M $241.4M Q3 24 Q3 25 Q3 24 Q3 25 Q3 24 Q3 25Q3 24 Q3 25 6% 10% 6% Adjusted EBITDA1 increased 6% to $57.8 million Adj Gross Profit margin1 increased 140 basis points to 39.2% Adj Gross Profit1 increased 10% to $94.8 million Revenue increased 6% to $241.4 million 1 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details 140bp 37.9% 39.2%

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 5 YTD 2025 Consolidated Results $244.1M $274.4M $152.5M $165.1M $652.6M $705.9M 8% 12% 8% Adjusted EBITDA1 increased 8% to $165.1 million Adj Gross Profit margin1 increased 150 basis points to 38.9% Adj Gross Profit1 increased 12% to $274.4 million Revenue increased 8% to $705.9 million 1 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details 150bp 37.4% 38.9% YTD 24 YTD 25 YTD 24 YTD 25 YTD 24 YTD 25YTD 24 YTD 25

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 6 Accelerate Cash Flow Optimize Working Capital ▪ Priority Commerce Engine (PCE) is a unified platform that provides our customers a personalized financial toolset to accelerate cash flow and optimize working capital on a single platform to collect, store, lend, and send money combining merchant services, payables and banking & treasury solutions ▪ Built with vision: PCE is a native platform built to manage money movement in complex multi- party environments Priority Commerce: Powering an Ecosystem of Integrated Financial Solutions A Proprietary API Suite that Enables Acquiring, Treasury & Payables Solutions Treasury Solutions Passport automates reconciliation, streamlines financial operations & provides full transparency to your liquidity Merchant Solutions Full featured POS & merchant acquiring solutions that accelerate your cash flow to capture revenue opportunities for businesses Payables Optimize your working capital and earn cash back by leveraging our payables & financing solutions while automating reconciliation LendCollect Store We Provide Personalized Payments and Banking Solutions to: Send + Priority Commerce Engine

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 7 Priority Commerce Engine Acc el er at eC as h Fl ow Payment Orchestration Optim ize W orkingCapital TreasurySolutionsDat a& Bu sin es s In sig ht s Payable Management (Credit, Debit, ACH, Check, Wire) (GLMapping,Recon,FIDC Pass-Through Insurance) (Card Issuing, AP Automation, ACH+) In te gr at ed Pa rt ne rs Consumer Finance Sports & Entertainment Payroll & Benefits Property Tech & Construction Others Consumers Small Businesses Property Managers Others Sports Franchises ✓ Monthly Platform SaaS Fees✓ Interchange on Card Volume ✓ Payment Processing Fees ✓ Float Income on Account Balances End Custom ers Revenue Streams

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 8 Recent Business Updates 1 2 3 Residual Financing Facility August 2025 August 2025 October 2025 Priority acquired the revenue agreements and customer relationships of Boom Commerce (“Boom”), an existing reseller partner of Priority Team of veteran sales professionals and largely exclusive reseller network meaningfully enhance Priority’s distribution Priority secured a $50 million delayed draw term loan facility which will finance the purchase of eligible residual receivables and loan receivables Provides Priority with the flexibility to further support our ISO and ISV reseller base with incremental capital Priority acquired certain assets of DMSJV, LLC (“Dealer Merchant Services” or “DMS”), an integrated software and payments reseller focused on the automotive dealership space DMS’ compliant surcharge program, paired with Priority Payables and Treasury Solutions, creates a market-leading solution for dealerships

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 9 Third Quarter 2025 Financial Results

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 % of Adj. Gross Profit from Payables & Treasury Solutions1,2 10 1 Contribution percentages exclude intersegment eliminations 2 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details Continued Shift to High Value Segments 44% 47% 52% 56% 58% 56% 59% 62% 62% 62% 63%  Payables and Treasury Solutions segments represented 62% of LTM Adj Gross Profit 35% 39% 42% 45% 47% 49% 50% 51% 52% 53% 54% 4% 4% 4% 5% 7% 7% 7% 7% 8% 8% 8% 39% 42% 46% 50% 54% 56% 57% 59% 60% 61% 62% Q1 2023 (LTM) Q2 2023 (LTM) Q3 2023 (LTM) Q4 2023 (LTM) Q1 2024 (LTM) Q2 2024 (LTM) Q3 2024 (LTM) Q4 2024 (LTM) Q1 2025 (LTM) Q2 2025 (LTM) Q3 2025 (LTM) Treasury Solutions Payables Quarter-to-Date (Payables + Treasury Solutions)  Contributed to ~140 bps of YoY expansion in Adj Gross Margins in Q3 2025 and over 70 bps of sequential expansion from Q2 2025  64% of Adjusted Gross Profit in Q3 2025 was from recurring revenues

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 11 Merchant Solutions Highlights – Q3 2025 1 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details Revenue $161.9MM +2% YoY Adj. Gross Profit1 $35.5MM (0%) YoY | 21.9% Margin Adj. EBITDA1 $27.7MM (3%) YoY | 17.1% Margin Q3 2025 Segment Highlights ➔ Revenue growth driven by combination of 4% growth in core portfolio and Boom acquisition partially offset by lower revenue from specialized acquiring and residual purchases ➔ Total Card $ Volumes increased 2% to $18.5bn ➔ New monthly boards averaged 3.4K during quarter

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 12 Payables Highlights – Q3 2025 1 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details Revenue $25.2MM +14% YoY Adj. Gross Profit1 $7.2MM +14% YoY | 28.5% Margin Adj. EBITDA1 $3.5MM +79% YoY | 13.7% Margin Q3 2025 Segment Highlights ➔ Revenue growth driven by 21% increase in Supplier-Funded revenues and 12% increase in Buyer-Funded revenues ➔ Adjusted Gross Profit growth of 14% driven by revenue growth and consistent margins ➔ Adjusted EBITDA growth of 79% driven by continued strong operating leverage

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 13 Treasury Solutions Highlights – Q3 2025 1 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details Revenue $55.7MM +18% YoY Adj. Gross Profit1 $52.1MM +18% YoY | 93.6% Margin Adj. EBITDA1 $46.7MM +14% YoY | 83.8% Margin Q3 2025 Segment Highlights ➔ CFTPay Avg Monthly New Enrollments of 61K contributed to 27% increase in Billed Clients to 1.1MM ➔ Growth in account balances more than offset the impact of 125 bps of YoY rate cuts ➔ 111 Integrated Partners at quarter-end (+9 from Q2 2025)

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 14 Consolidated Operating Expenses – Q3 2025 Salaries & Benefits $26.1MM +20% YoY SG&A $15.7MM +27% YoY Depreciation & Amortization $15.1MM +10% YoY Q3 2025 Segment Highlights ➔ Higher Salaries & Benefits driven by higher stock-based comp and acquisition-related headcount additions ➔ Increase in SG&A expenses primarily driven by software (incl public cloud migration) combined with acquisition, accounting, marketing and S-OX related expenses

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 15 Capital Structure Highlights Outstanding Debt Balance as of June 30, 2025 $935.5 (+/-) Net Revolver Borrowings -- (+/-) Net Term Loan Borrowings $64.5 Balance as of September 30, 20251 $1,000.0 Net Leverage Calculation Total Debt Balance1 $1,000.0 ( - ) Unrestricted Cash Balance $57.0 Net Debt $943.0 LTM Adj. EBITDA (Q3 2025)2 $216.8 Net Leverage Ratio 4.35x 1 Total debt balance excludes non-recourse borrowings under the residual financing facility 2 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details Key Updates and Highlights    Closed DMS acquisition on 10/1/2025 and upsized Term Loan by $35 million Priority made $15 million prepayment to Term Loan on 10/31/2025 Pro forma net leverage ratio of 4.1x based on full-year impact of acquisitions combined with borrowing & repayment activity in October  Capital allocation strategy will focus on continued debt repayment and de-leveraging throughout 2026

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 16 Revised 2025 Financial Guidance 1 Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details Total Revenue Adj. Gross Profit1 Adj. EBITDA1 $950 – $965MM (8-10% Growth) $370 – $380MM $223 – $228MM 2025 guidance reflects Merchant Solutions’ Q4 organic growth in MSD plus acquisitions

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 17 Appendix

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 Merchant Solutions Payables Treasury Solutions Eliminations Total Merchant Solutions Payables Treasury Solutions Eliminations Total Revenues $ 161.9 $ 25.2 $ 55.7 $ (1.3) $ 241.4 $ 158.8 $ 22.1 $ 47.1 $ (1.0) $ 227.0 Cost of Revenue (excluding depreciation and amortization) (126.4) (18.0) (3.6) 1.3 (146.7) (123.2) (15.8) (3.0) 1.0 (141.1) Adjusted Gross Profit 35.5 7.2 52.1 (0.0) 94.8 35.6 6.3 44.1 (0.0) 86.0 Adjusted Gross Profit Margin 21.9% 28.5% 93.6% 39.2% 22.4% 28.5% 93.6% 37.9% Depreciation and amortization of revenue generating assets (2.0) (0.7) (2.2) -- (5.0) (1.9) (0.7) (1.6) -- (4.2) Gross profit $ 33.4 $ 6.5 $ 49.9 $ (0.0) $ 89.8 $ 33.7 $ 5.6 $ 42.4 $ (0.0) $ 81.8 Gross profit margin 20.6% 25.7% 89.6% 37.2% 21.2% 25.4% 90.1% 36.0% Merchant Solutions Payables Treasury Solutions Eliminations Total Merchant Solutions Payables Treasury Solutions Eliminations Total Revenues $ 476.8 $ 74.1 $ 158.4 $ (3.5) $ 705.9 $ 457.9 $ 65.4 $ 131.8 $ (2.4) $ 652.6 Cost of Revenue (excluding depreciation and amortization) (372.8) (52.4) (9.7) 3.4 (431.4) (354.8) (47.3) (8.8) 2.4 (408.5) Adjusted Gross Profit 104.0 21.8 148.7 (0.0) 274.4 103.1 18.1 123.0 (0.0) 244.1 Adjusted Gross Profit Margin 21.8% 29.3% 93.9% 38.9% 22.5% 27.6% 93.3% 37.4% Depreciation and amortization of revenue generating assets (6.0) (2.1) (6.4) -- (14.6) (5.5) (2.2) (4.4) -- (12.0) Gross profit $ 98.0 $ 19.6 $ 142.3 $ (0.0) $ 259.9 $ 97.6 $ 15.9 $ 118.5 $ (0.0) $ 232.1 Gross profit margin 20.5% 26.5% 89.8% 36.8% 21.3% 24.3% 90.0% 35.6% Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024 (in Millions) (in Millions) Three Months Ended September 30, 2025 Three Months Ended September 30, 2024 (in Millions) (in Millions) 18 The reconciliation of adjusted gross profit to its most comparable GAAP measure is provided below: Appendix 1 – Adjusted Gross Profit1 Reconciliation Note: Certain dollar amounts may not add mathematically due to rounding 1Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details.

prioritycommerce.com R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 (in Millions) (in Millions) Three Months Ended September 30, 2025 Three Months Ended September 30, 2024 Merchant Solutions Payables Treasury Solutions Eliminations Total Merchant Solutions Payables Treasury Solutions Eliminations Total Adjusted EBITDA 27.7$ 3.5$ 46.7$ (20.1)$ 57.8$ 28.6$ 1.9$ 40.9$ (16.9)$ 54.6$ Adjusted EBITDA Margin 17.1% 13.7% 83.8% 23.9% 18.0% 8.7% 86.9% 24.1% Interest Expense (0.4) (0.4) (0.1) (21.6) (22.5) -- (1.1) -- (22.2) (23.2) Depreciation and Amortization (7.6) (1.3) (4.9) (1.3) (15.1) (6.9) (1.3) (4.3) (1.2) (13.7) Debt Modification and Extinguishment Expenses -- -- -- (12.5) (12.5) -- -- -- (0.0) (0.0) Selling, General and Administrative (Non-Recurring) -- -- -- (1.5) (1.5) -- -- -- (0.7) (0.7) Non-Cash Stock Based Compensation -- (0.1) (0.0) (2.2) (2.3) (0.0) (0.1) (0.0) (1.3) (1.4) Bargain Purchase (Non-Recurring) -- -- -- 3.5 3.5 -- -- -- -- -- Income (Loss) Before Taxes 19.8$ 1.7$ 41.6$ (55.6)$ 7.4$ 21.7$ (0.5)$ 36.6$ (42.3)$ 15.5$ Income (Loss) Before Taxes % of Revenue 12.2% 6.7% 74.7% 3.1% 13.7% (2.1%) 77.7% 6.8% (in Millions) (in Millions) Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024 Merchant Solutions Payables Treasury Solutions Eliminations Total Merchant Solutions Payables Treasury Solutions Eliminations Total Adjusted EBITDA 81.2$ 10.7$ 134.7$ (61.5)$ 165.1$ 82.3$ 5.2$ 112.9$ (47.9)$ 152.5$ Adjusted EBITDA Margin 17.0% 14.5% 85.0% 23.4% 18.0% 8.0% 85.7% 23.4% Interest Expense (0.4) (2.2) (0.4) (65.8) (68.7) (0.0) (3.3) -- (62.6) (65.8) Depreciation and Amortization (20.9) (3.8) (14.5) (3.8) (43.0) (24.1) (4.0) (12.4) (3.7) (44.2) Debt Modification and Extinguishment Expenses -- -- -- (12.5) (12.5) -- -- -- (8.7) (8.7) Selling, General and Administrative (Non-Recurring) -- -- -- (4.1) (4.1) -- -- -- (2.1) (2.1) Non-Cash Stock Based Compensation 0.0 (0.3) (0.1) (6.7) (7.1) (0.0) (0.3) (0.1) (4.5) (4.9) Bargain Purchase (Non-Recurring) -- -- -- 3.5 3.5 -- -- -- -- -- Income (Loss) Before Taxes 60.0$ 4.5$ 119.7$ (150.9)$ 33.2$ 58.2$ (2.4)$ 100.4$ (129.4)$ 26.8$ Income (Loss) Before Taxes % of Revenue 12.6% 6.1% 75.5% 4.7% 12.7% (3.6%) 76.2% 4.1% 19 The reconciliation of adjusted EBITDA to its most comparable GAAP measure is provided below: Appendix 2 – Adjusted EBITDA1 Reconciliation Note: Certain dollar amounts may not add mathematically due to rounding 1Adjusted Gross Profit, Adjusted Gross Profit margin, Adjusted EBITDA and Adjusted EBITDA margin referred to in this presentation are non-GAAP measures. See slide 2 for further details.

R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 20