0001653558false00016535582025-11-102025-11-10
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 10, 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 8.01 Other Events
On November 10, 2025, Priority Technology Holdings, Inc. (the “Company”) issued a press release to announce that its board of directors had formed a special committee of independent and disinterested directors that is authorized, among other things, to evaluate the preliminary, non-binding proposal, dated November 9, 2025, by Thomas Priore, the Company’s Chairman and Chief Executive Officer. The press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
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 |
|
|
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
|
|
|
|
|
|
|
|
|
| November 10, 2025 |
|
| |
|
| |
PRIORITY TECHNOLOGY HOLDINGS, INC. |
| |
|
| |
By: /s/ Timothy O'Leary |
| |
Name: Timothy O'Leary |
| |
Title: Chief Financial Officer |
EX-99.1
2
projectwestsidepr-specialc.htm
EX-99.1
Document
Priority Technology Holdings, Inc. Forms Special Committee to Evaluate Preliminary, Non-Binding Take Private Proposal
ALPHARETTA, Ga., November 10, 2025 - The Board of Directors of Priority Technology Holdings, Inc. (NASDAQ: PRTH) today announced that it has formed a special committee of independent and disinterested directors that is authorized, among other things, to evaluate the preliminary, non-binding proposal, dated November 9, 2025, by Thomas Priore, the Company’s Chairman and Chief Executive Officer to acquire all of the outstanding shares of Priority’s common stock that it does not already own for cash consideration in a range of $6.00 to $6.15 per share, as well as any potential strategic alternatives to the proposal.
A copy of the proposal letter from Mr. Priore is available as an exhibit to the Company’s Current Report on Form 8-K publicly filed today with the Securities and Exchange Commission.
There can be no assurance that any definitive offer will be made or accepted, that any agreement will be executed or that any transaction will be consummated.
About Priority
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. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “intend,” “plan” and “will” or, in each case, their negative, or other variations or comparable terminology. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future, including statements regarding the potential acquisition of the Company and the Company’s evaluation of the Proposal. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, among others, the possibility that no agreement will be reached or that any transaction will not be completed.
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.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statements, except as required by applicable law. We qualify all of our forward-looking statements by these cautionary statements.
Investor:
priorityIR@icrinc.com
エドガーで原本を確認する
