PRTH Priority Technology Holdings, Inc.

-

Priority Technology Missed Consensus Estimates

Thursday, November 5, 2026 · 7:30 AM ET

Priority Technology (PRTH) reported earnings of $0.30 per share on revenue of $268.62 million for the third quarter ended September 2026. The consensus earnings estimate was $0.31 per share on revenue of $260.75 million. The company missed consensus estimates by 3.23% while revenue grew 11.26% on a year-over-year basis.

Priority is a leading provider of merchant acquiring, integrated payment software and corporate payment solutions, offering unique product and service capabilities to its merchant network and distribution partners. Priority's enterprise operates from a purpose-built payments infrastructure that includes tailored customer service offerings and bespoke technology development, allowing the Company to provide end-to-end solutions for payment and payment-adjacent software.

Earnings Whisper Grade
Power Rating
Reported Earnings
$0.30
Earnings Whisper®
—
Consensus Estimate
$0.31
Earnings Surprise
Earnings Growth7.1 %
Reported Revenue
$268.62M
Revenue Estimate
$260.75M

Consensus estimates for banks and some financial institutions are for net interest income, which may not be comparable to reported revenue.

Revenue Surprise
Revenue Growth11.3 %

*Reported earnings and revenue figures shown above, and any guidance given, are preliminary and may be updated upon further review.*

Priority Technology Holdings, Inc. Reports Third Quarter Financial Results

Third Quarter Performance Driven by Strength of Unified Commerce Platform

ALPHARETTA, Ga.--(BUSINESS WIRE)--Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority Commerce" or the "Company"), delivers payments and banking solutions that power connected commerce. Through a unified platform of payables, merchant services, and banking and treasury, Priority Commerce helps businesses manage money more effectively and unlock growth. The Priority Commerce Engine accelerates cash flow, improves working capital, reduces costs, and creates new revenue opportunities. Today, the Company has announced its third quarter 2026 financial results including strong year-over-year revenue growth.

Highlights of Consolidated Results and Additional Information1

Third Quarter 2026 Financial Highlights compared with Third Quarter 2025

  • Revenue of $268.6 million increased 11.3% from $241.4 million, including organic growth of 9.2%
  • Gross profit of $97.0 million increased 8.1% from $89.8 million
  • Adjusted gross profit (a non-GAAP measure2) of $102.7 million increased 8.4% from $94.8 million
  • Gross profit margin of 36.1% decreased by nearly 110 basis points from 37.2%
  • Adjusted gross profit margin (a non-GAAP measure2) of 38.2% decreased by nearly 100 basis points from 39.2%
  • Operating income of $35.9 million decreased 5.0% from $37.8 million
  • Net Income of $12.2 million decreased 55.7% from $27.6 million
  • Adjusted EBITDA (a non-GAAP measure2) of $60.9 million increased 5.5% from $57.8 million
  • Diluted EPS of $0.14 decreased by $0.20, or by 58.8%, from $0.34
  • Adjusted Diluted EPS (a non-GAAP measure2) of $0.30 increased by $0.02, or 7.1%, from $0.28

(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 (non-GAAP), and Adjusted EPS- diluted (non-GAAP) to their most comparable GAAP measures provided within this document for additional information.

Announced Go-Private Transaction

As previously announced on September 21, 2026, Priority Commerce entered into an Agreement and Plan of Merger (the “Merger Agreement”) under which certain affiliates of WD Capital Partners Parent Inc. will acquire the outstanding common stock of Priority Commerce for $8.05 per share in cash and the Company will become privately held (the "Transaction"). The Company expects to complete the Transaction in the first half of 2027, subject to fulfillment of customary closing conditions, including approval of Priority Commerce stockholders and receipt of required regulatory approvals.

Business Outlook and Earnings Conference Call

In light of the pending Transaction, Priority Commerce will not be providing forward-looking guidance or updates to previously issued guidance and will not host an earnings conference call or webcast for its third quarter fiscal 2026 results and does not expect to do so for any future quarters. Earnings materials are publicly available on the Investor Relations page of Priority Commerce's website at 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.

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,

 

 

2026

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

Revenues

$

268,623

 

 

$

241,439

 

 

$

780,437

 

 

$

705,881

 

Cost of revenue (excluding depreciation and amortization)

 

(165,908

)

 

 

(146,681

)

 

 

(479,053

)

 

 

(431,433

)

Adjusted gross profit

$

102,715

 

 

$

94,758

 

 

$

301,384

 

 

$

274,448

 

Adjusted gross profit margin

 

38.2

%

 

 

39.2

%

 

 

38.6

%

 

 

38.9

%

Depreciation and amortization of revenue generating assets

 

(5,715

)

 

 

(4,985

)

 

 

(16,458

)

 

 

(14,581

)

Gross profit

$

97,000

 

 

$

89,773

 

 

$

284,926

 

 

$

259,867

 

Gross profit margin

 

36.1

%

 

 

37.2

%

 

 

36.5

%

 

 

36.8

%

EBITDA and Adjusted EBITDA

EBITDA and adjusted EBITDA are performance measures. EBITDA is earnings before interest, income tax, 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.

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,

 

 

2026

 

 

2025

 

 

 

2026

 

 

2025

 

Net income

$

12,223

 

$

27,588

 

 

$

31,846

 

$

46,735

 

Interest expense

 

21,190

 

 

22,463

 

 

 

63,257

 

 

68,693

 

Income tax expense (benefit)

 

4,371

 

 

(20,201

)

 

 

11,791

 

 

(13,528

)

Depreciation and amortization

 

18,231

 

 

15,122

 

 

 

56,739

 

 

42,992

 

EBITDA

 

56,015

 

 

44,972

 

 

 

163,633

 

 

144,892

 

Debt modification and extinguishment expenses

 

—

 

 

12,476

 

 

 

—

 

 

12,514

 

Selling, general and administrative (non-recurring)

 

2,905

 

 

1,491

 

 

 

8,405

 

 

4,085

 

Non-cash stock-based compensation

 

1,652

 

 

2,327

 

 

 

6,023

 

 

7,119

 

Bargain purchase adjustment/(gain) (non-recurring)

 

354

 

 

(3,507

)

 

 

354

 

 

(3,507

)

Adjusted EBITDA

$

60,926

 

$

57,759

 

 

$

178,415

 

$

165,103

 

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

(in thousands)

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

Selling, general and administrative expenses (non-recurring):

 

 

 

 

 

 

 

Legal fees(1)

 

1,080

 

 

833

 

 

4,290

 

 

2,443

Professional, accounting and consulting fees(2)

 

1,679

 

 

115

 

 

3,784

 

 

1,223

Other expenses, net(3)

 

146

 

 

253

 

 

331

 

 

289

Litigation settlement

 

—

 

 

290

 

 

—

 

 

130

 

$

2,905

 

$

1,491

 

$

8,405

 

$

4,085

(1) These legal expenses primarily relate to litigation matters, mergers and acquisitions, and other transactions (e.g., the pending Transaction), all of which are non-recurring in nature.

(2) These professional, accounting, and consulting fees are associated with non-recurring projects, including professional fees and incremental audit fees incurred for valuation and audit work related to the pending Transaction, acquisitions, disposals, and automation initiatives.

(3) These other expenses primarily include non-recurring director and management fees related to the pending Transaction, as well as non-recurring fees for web and security hosting, and software licenses.

Adjusted Earnings Per Share (Adjusted EPS)

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

Adjusted net income attributable to common stockholders begins with net income attributable to common stockholders adjusted to exclude various items listed below. We believe 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,

 

 

 

2026

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

Reconciliation of Adjusted EPS

Net income attributable to common stockholders

 

$

12,223

 

 

$

27,588

 

 

$

31,846

 

 

$

46,735

 

Non-recurring release of valuation allowance on deferred tax assets

 

 

—

 

 

 

(21,170

)

 

 

—

 

 

 

(20,670

)

Debt extinguishment and modification costs

 

 

—

 

 

 

12,476

 

 

 

—

 

 

 

12,514

 

Non-cash stock-based compensation

 

 

1,652

 

 

 

2,327

 

 

 

6,023

 

 

 

7,119

 

Other non-recurring expenses

 

 

2,905

 

 

 

1,491

 

 

 

8,405

 

 

 

4,085

 

Amortization of acquisition related intangible assets

 

 

12,796

 

 

 

10,334

 

 

 

41,161

 

 

 

29,065

 

Tax impact of adjustments(1)

 

 

(4,604

)

 

 

(6,924

)

 

 

(14,545

)

 

 

(13,724

)

Bargain purchase adjustment/(gain) (non-recurring)

 

 

354

 

 

 

(3,507

)

 

 

354

 

 

 

(3,507

)

Adjusted net income attributable to common stockholders

 

$

25,326

 

 

$

22,615

 

 

$

73,244

 

 

$

61,617

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding (basic)

 

 

81,663

 

 

 

80,325

 

 

 

81,530

 

 

 

79,366

 

Effect of dilutive potential common shares

 

 

2,630

 

 

 

791

 

 

 

2,393

 

 

 

1,017

 

Weighted average common shares outstanding (diluted)

 

 

84,293

 

 

 

81,116

 

 

 

83,923

 

 

 

80,383

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

Basic

 

$

0.15

 

 

$

0.34

 

 

$

0.39

 

 

$

0.59

 

Diluted

 

$

0.14

 

 

$

0.34

 

 

$

0.38

 

 

$

0.58

 

 

 

 

 

 

 

 

 

 

Adjusted earnings per common share

 

 

 

 

 

 

 

 

Basic

 

$

0.31

 

 

$

0.28

 

 

$

0.90

 

 

$

0.78

 

Diluted

 

$

0.30

 

 

$

0.28

 

 

$

0.87

 

 

$

0.77

 

 

 

 

 

 

 

 

 

 

(1) The tax impact calculated using the blended statutory income tax rate (i.e., 26.0% for the three and nine months ended September 30, 2026 and 2025)

Priority Commerce 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.

About Priority Commerce

Priority Commerce delivers payments and banking solutions that power connected commerce. Through a unified platform of payables, merchant services, and banking and treasury, we help businesses manage money more effectively and unlock growth. The Priority Commerce Engine accelerates cash flow, improves working capital, reduces costs, and creates new revenue opportunities. Learn more about Priority Commerce (NASDAQ: PRTH) at 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 2026 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 10, 2026. 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 Technology Holdings, Inc.

Unaudited Consolidated Statements of Operations and Comprehensive Income

(in thousands, except per share amounts)

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

2026

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

Revenues

$

268,623

 

 

$

241,439

 

 

$

780,437

 

 

$

705,881

 

Operating expenses

 

 

 

 

 

 

 

Cost of revenue (excludes depreciation and amortization)

 

165,908

 

 

 

146,681

 

 

 

479,053

 

 

 

431,433

 

Salary and employee benefits

 

28,950

 

 

 

26,140

 

 

 

86,625

 

 

 

78,975

 

Depreciation and amortization

 

18,231

 

 

 

15,122

 

 

 

56,739

 

 

 

42,992

 

Selling, general and administrative

 

19,647

 

 

 

15,724

 

 

 

55,699

 

 

 

44,734

 

Total operating expenses

 

232,736

 

 

 

203,667

 

 

 

678,116

 

 

 

598,134

 

Operating income

 

35,887

 

 

 

37,772

 

 

 

102,321

 

 

 

107,747

 

Other expense

 

 

 

 

 

 

 

Interest expense

 

(21,190

)

 

 

(22,463

)

 

 

(63,257

)

 

 

(68,693

)

Debt extinguishment and modification costs

 

—

 

 

 

(12,476

)

 

 

—

 

 

 

(12,514

)

Other income, net

 

1,897

 

 

 

4,554

 

 

 

4,573

 

 

 

6,667

 

Total other expense, net

 

(19,293

)

 

 

(30,385

)

 

 

(58,684

)

 

 

(74,540

)

Income before income taxes

 

16,594

 

 

 

7,387

 

 

 

43,637

 

 

 

33,207

 

Income tax expense (benefit)

 

4,371

 

 

 

(20,201

)

 

 

11,791

 

 

 

(13,528

)

Net income attributable to common stockholders

$

12,223

 

 

$

27,588

 

 

$

31,846

 

 

$

46,735

 

Other comprehensive income

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

(68

)

 

 

(279

)

 

 

(532

)

 

 

(19

)

Comprehensive income

$

12,155

 

 

$

27,309

 

 

$

31,314

 

 

$

46,716

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

Basic

$

0.15

 

 

$

0.34

 

 

$

0.39

 

 

$

0.59

 

Diluted

$

0.14

 

 

$

0.34

 

 

$

0.38

 

 

$

0.58

 

 

 

 

 

 

 

 

 

Adjusted earnings per common share(1):

 

 

 

 

 

 

 

Basic

$

0.31

 

 

$

0.28

 

 

$

0.90

 

 

$

0.78

 

Diluted

$

0.30

 

 

$

0.28

 

 

$

0.87

 

 

$

0.77

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

Basic

 

81,663

 

 

 

80,325

 

 

 

81,530

 

 

 

79,366

 

Diluted

 

84,293

 

 

 

81,116

 

 

 

83,923

 

 

 

80,383

 

(1)

Adjusted EPS is a non-GAAP earnings measure. See Adjusted EPS reconciliation for further detail.

Priority Technology Holdings, Inc.

Unaudited Consolidated Balance Sheets

(in thousands)

 

 

September 30,
2026

 

December 31,
2025

Assets

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

135,648

 

 

$

77,192

 

Restricted cash

 

16,009

 

 

 

16,457

 

Accounts receivable, net of allowances

 

83,684

 

 

 

91,300

 

Prepaid expenses and other current assets

 

30,125

 

 

 

32,145

 

Current portion of notes receivable, net of allowance

 

2,856

 

 

 

2,062

 

Settlement assets

 

1,504,904

 

 

 

1,295,896

 

Total current assets

 

1,773,226

 

 

 

1,515,052

 

Notes receivable, less current portion

 

18,641

 

 

 

17,629

 

Property, equipment and software, net

 

65,325

 

 

 

58,636

 

Goodwill

 

425,221

 

 

 

416,641

 

Intangible assets, net

 

292,135

 

 

 

315,190

 

Deferred income taxes, net

 

43,986

 

 

 

46,350

 

Other noncurrent assets

 

30,707

 

 

 

29,306

 

Total assets

$

2,649,241

 

 

$

2,398,804

 

Liabilities, Stockholders' Deficit and Non-controlling interest

 

 

 

Current liabilities:

 

 

 

Accounts payable and accrued expenses

$

62,488

 

 

$

70,636

 

Accrued residual commissions

 

40,922

 

 

 

40,463

 

Customer deposits and advance payments

 

2,750

 

 

 

1,972

 

Current portion of long-term debt

 

5,700

 

 

 

—

 

Settlement obligations

 

1,506,105

 

 

 

1,297,263

 

Total current liabilities

 

1,617,965

 

 

 

1,410,334

 

Long-term debt, net of current portion, discounts and debt issuance costs

 

1,044,409

 

 

 

1,039,358

 

Other noncurrent liabilities

 

44,347

 

 

 

41,484

 

Total liabilities

 

2,706,721

 

 

 

2,491,176

 

Stockholders' deficit:

 

 

 

Preferred stock

 

—

 

 

 

—

 

Common stock

 

83

 

 

 

82

 

Treasury stock, at cost

 

(24,568

)

 

 

(22,759

)

Additional paid-in capital

 

19,204

 

 

 

13,925

 

Accumulated other comprehensive loss

 

(742

)

 

 

(210

)

Accumulated deficit

 

(59,607

)

 

 

(91,453

)

Total stockholders' deficit attributable to stockholders of Priority Commerce

 

(65,630

)

 

 

(100,415

)

Non-controlling interests in consolidated subsidiaries

 

8,150

 

 

 

8,043

 

Total stockholders' deficit

 

(57,480

)

 

 

(92,372

)

Total liabilities, stockholders' deficit and Non-controlling interest

$

2,649,241

 

 

$

2,398,804

 

 

Priority Technology Holdings, Inc.

Unaudited Consolidated Statements of Cash Flows

(in thousands)

 

 

Nine Months Ended September 30,

 

 

2026

 

 

 

2025

 

Cash flows from operating activities:

 

 

 

Net income

$

31,846

 

 

$

46,735

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

Depreciation and amortization of assets

 

56,739

 

 

 

42,992

 

Stock-based compensation, ESPP, and incentive units compensation

 

6,023

 

 

 

7,119

 

Amortization of debt issuance costs and discounts

 

1,449

 

 

 

1,329

 

Debt extinguishment and modification costs

 

—

 

 

 

12,514

 

Deferred income tax

 

2,007

 

 

 

(16,090

)

Change in contingent consideration

 

679

 

 

 

2,449

 

Bargain purchase adjustment/(gain)

 

354

 

 

 

(3,506

)

Other non-cash items, net

 

(238

)

 

 

(130

)

Change in operating assets and liabilities, net of effects of acquisitions:

 

 

 

Accounts receivable

 

8,851

 

 

 

(22,995

)

Prepaid expenses and other current assets

 

(2,169

)

 

 

(2,054

)

Income taxes

 

5,035

 

 

 

(7,669

)

Accounts payable and accrued expenses

 

(10,460

)

 

 

1,498

 

Accrued residual commissions

 

459

 

 

 

1,118

 

Customer deposits and advance payments

 

778

 

 

 

(142

)

Other assets, net

 

(1,821

)

 

 

1,352

 

Other liabilities, net

 

(1,507

)

 

 

(1,359

)

Net cash provided by operating activities

 

98,025

 

 

 

63,161

 

Cash flows from investing activities:

 

 

 

Acquisition of business, net of cash acquired

 

(11,456

)

 

 

(77,369

)

Additions to property, equipment and software

 

(20,430

)

 

 

(18,952

)

Notes receivable, net

 

(4,106

)

 

 

(5,060

)

Short-term investments, net

 

(500,000

)

 

 

(46,667

)

Other investing activities

 

(11,197

)

 

 

(3,850

)

Net cash used in investing activities

 

(547,189

)

 

 

(151,898

)

Cash flows from financing activities:

 

 

 

Proceeds from issuance of long-term debt, net of issue discount

 

9,493

 

 

 

1,019,714

 

Debt issuance and modification costs paid

 

—

 

 

 

(4,725

)

Repayments of long-term debt

 

(191

)

 

 

(945,537

)

Shares withheld for taxes

 

(1,809

)

 

 

(3,006

)

Proceeds from exercise of stock options

 

15

 

 

 

413

 

Settlement obligations, net

 

215,155

 

 

 

247,531

 

Payment of deferred/contingent consideration related to business combination

 

(170

)

 

 

(19,756

)

NCI repurchase

 

—

 

 

 

(6,000

)

Net cash provided by financing activities

 

222,493

 

 

 

288,634

 

Net change in cash and cash equivalents and restricted cash:

 

 

 

Net (decrease)/increase in cash and cash equivalents, and restricted cash

 

(226,671

)

 

 

199,897

 

Cash and cash equivalents and restricted cash at beginning of period

 

1,345,998

 

 

 

993,864

 

Cash and cash equivalents and restricted cash at end of period

$

1,119,327

 

 

$

1,193,761

 

 

 

 

 

Reconciliation of cash and cash equivalents, and restricted cash:

 

 

 

Cash and cash equivalents

$

135,648

 

 

$

56,978

 

Restricted cash

 

16,009

 

 

 

12,984

 

Cash and cash equivalents included in settlement assets (restricted in nature)

 

967,670

 

 

 

1,123,799

 

Total cash and cash equivalents, and restricted cash

$

1,119,327

 

 

$

1,193,761

 

 

Priority Technology Holdings, Inc.

Unaudited Reportable Segments' Results

(in thousands)

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

Merchant Solutions:

 

 

 

 

 

 

 

Revenues

$

179,645

 

$

161,874

 

$

517,209

 

$

476,794

Adjusted EBITDA

$

32,627

 

$

27,727

 

$

91,254

 

$

81,181

 

 

 

 

 

 

 

 

Key Indicators:

 

 

 

 

 

 

 

Total card processing dollar value

$

19,265,134

 

$

18,457,881

 

$

57,151,775

 

$

55,018,391

Total card transaction count

 

223,077

 

 

230,203

 

 

663,117

 

 

669,878

 

 

 

 

 

 

 

 

Payables:

 

 

 

 

 

 

 

Revenues

$

31,626

 

$

25,162

 

$

94,497

 

$

74,113

Adjusted EBITDA

$

3,925

 

$

3,455

 

$

12,489

 

$

10,741

 

 

 

 

 

 

 

 

Key Indicators:

 

 

 

 

 

 

 

Buyer funded card processing dollar value

$

1,134,730

 

$

789,700

 

$

3,050,300

 

$

2,295,100

Supplier funded issuing dollar value

$

295,771

 

$

230,882

 

$

793,572

 

$

688,399

ACH transaction count

 

4,695

 

 

4,860

 

 

14,481

 

 

14,277

 

 

 

 

 

 

 

 

Treasury Solutions:

 

 

 

 

 

 

 

Revenues

$

60,267

 

$

55,684

 

$

179,626

 

$

158,430

Adjusted EBITDA

$

48,085

 

$

46,676

 

$

142,269

 

$

134,677

 

 

 

 

 

 

 

 

Key Indicators:

 

 

 

 

 

 

 

Average CFTPay billed clients

 

1,152,092

 

 

1,054,238

 

 

1,141,312

 

 

995,660

Average CFTPay monthly enrollments

 

51,360

 

 

61,185

 

 

49,290

 

 

58,316

Average total account balances(1)

$

1,542,346

 

$

1,248,432

 

$

1,479,057

 

$

1,145,164

(1) This represents the average total account balance in the Treasury Solutions segment, and excludes the deposits maintained in the Merchant Solutions and Payables segments. The total account and deposit balances as of September 30, 2026 and 2025, were $2.0 billion and $1.6 billion, respectively.

Priority Technology Holdings, Inc.

Unaudited Reportable Segments' Results

(in thousands)

 

 

 

Three Months Ended September 30, 2026

 

 

Merchant
Solutions

 

Payables

 

Treasury
Solutions

 

Corporate

 

Total

Reconciliation of Adjusted EBITDA to GAAP Measure:

Adjusted EBITDA

 

$

32,627

 

 

$

3,925

 

 

$

48,085

 

 

$

(23,711

)

 

$

60,926

 

Interest expense

 

 

(1,199

)

 

 

—

 

 

 

—

 

 

 

(19,991

)

 

 

(21,190

)

Depreciation and amortization

 

 

(10,245

)

 

 

(1,288

)

 

 

(5,396

)

 

 

(1,302

)

 

 

(18,231

)

Selling, general and administrative (non-recurring)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(2,905

)

 

 

(2,905

)

Non-cash stock-based compensation

 

 

—

 

 

 

(35

)

 

 

—

 

 

 

(1,617

)

 

 

(1,652

)

Bargain purchase adjustment (non-recurring)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(354

)

 

 

(354

)

Income (loss) before taxes

 

$

21,183

 

 

$

2,602

 

 

$

42,689

 

 

$

(49,880

)

 

$

16,594

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

(4,371

)

Net income

 

 

 

 

 

 

 

 

 

$

12,223

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2026

 

 

Merchant
Solutions

 

Payables

 

Treasury
Solutions

 

Corporate

 

Total

Reconciliation of Adjusted EBITDA to GAAP Measure:

Adjusted EBITDA

 

$

91,254

 

 

$

12,489

 

 

$

142,269

 

 

$

(67,597

)

 

$

178,415

 

Interest expense

 

 

(3,428

)

 

 

—

 

 

 

(669

)

 

 

(59,160

)

 

 

(63,257

)

Depreciation and amortization

 

 

(33,256

)

 

 

(3,865

)

 

 

(15,896

)

 

 

(3,722

)

 

 

(56,739

)

Selling, general and administrative (non-recurring)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(8,405

)

 

 

(8,405

)

Non-cash stock-based compensation

 

 

—

 

 

 

(107

)

 

 

(1

)

 

 

(5,915

)

 

 

(6,023

)

Bargain purchase adjustment (non-recurring)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(354

)

 

 

(354

)

Income (loss) before taxes

 

$

54,570

 

 

$

8,517

 

 

$

125,703

 

 

$

(145,153

)

 

$

43,637

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

(11,791

)

Net income

 

 

 

 

 

 

 

 

 

$

31,846

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2025

 

 

Merchant
Solutions

 

Payables

 

Treasury
Solutions

 

Corporate

 

Total

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 benefit

 

 

 

 

 

 

 

 

 

 

20,201

 

Net income

 

 

 

 

 

 

 

 

 

$

27,588

 

 

 

 

 

 

 

 

 

 

 

 

 

Priority Technology Holdings, Inc.

Unaudited Reportable Segments' Results

(in thousands)

 

 

 

Nine Months Ended September 30, 2025

 

 

Merchant
Solutions

 

Payables

 

Treasury
Solutions

 

Corporate

 

Total

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 benefit

 

 

 

 

 

 

 

 

 

 

13,528

 

Net income

 

 

 

 

 

 

 

 

 

$

46,735

 

 

 

 

 

 

 

 

 

 

 

 

 

Priority Commerce Investor Inquiries:
priorityIR@icrinc.com

Source: Priority Technology Holdings, Inc.