Priority Technology Holdings, Inc. filed a current report on September 21, 2026, disclosing that on September 18, 2026, it entered into an Agreement and Plan of Merger with WD Capital Partners Parent Inc. and WD Capital Partners Merger Sub Inc., under which each eligible share of common stock would be converted into the right to receive $8.05 per share in cash.

Key Highlights

  • Merger Consideration: Each eligible share of Company Common Stock will be converted into the right to receive $8.05 per share in cash, without interest and subject to applicable withholding taxes.
  • Buyer Identity: Parent and Merger Sub are entities controlled by Thomas C. Priore, the Company's Chairman and Chief Executive Officer, described in the filing as the "Majority Stockholder," and certain of his affiliates.
  • Special Committee Approval: A special committee of independent and disinterested directors unanimously determined the Merger Agreement is "advisable, fair to and in the best interests of the Company and the Company stockholders" and recommended Board adoption.
  • Fairness Opinion: Barclays Capital Inc. provided an opinion that the Merger Consideration is fair, from a financial point of view, to eligible holders of Company Common Stock, subject to various assumptions and limitations described in the filing.
  • Equity Award Treatment: All outstanding stock options, restricted stock units, and performance stock units will become fully vested and be canceled at the Effective Time, with payments made no later than ten business days after the Effective Time.
  • ESPP Termination: The Company's 2021 Employee Stock Purchase Plan will be terminated immediately prior to the Effective Time, with no new offering periods or participant contributions permitted following the date of the Merger Agreement.
  • Board Recusals: Mr. Priore and Mr. Crisafulli each recused himself from the Board vote, with Mr. Priore cited for his interest in the transaction and Mr. Crisafulli for his possible interest.

Priority Technology Holdings Merger Terms and Governance Process

According to the filing, Priority Technology Holdings, Inc. (NASDAQ:PRTH) entered into the Merger Agreement on September 18, 2026, with WD Capital Partners Parent Inc. as Parent and WD Capital Partners Merger Sub Inc. as Merger Sub. Under the agreement, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent. The filing identifies Parent and Merger Sub as entities controlled by Thomas C. Priore, the Company's Chairman and Chief Executive Officer, and certain of his affiliates.

The filing states that the Special Committee of independent and disinterested directors negotiated the Merger Agreement with its own legal and financial advisors. Barclays Capital Inc. delivered an opinion that the $8.05 per share Merger Consideration is fair, from a financial point of view, to holders of eligible shares. The filing notes that a more detailed description of Barclays' opinion will be included in a forthcoming proxy statement. The Board approved the Merger Agreement upon the unanimous recommendation of the Special Committee, with Mr. Priore and Mr. Crisafulli each recusing himself from the vote.

The filing also discloses that the Merger Agreement contains customary non-solicitation provisions, but permits the Company, prior to receipt of stockholder approval, to engage with parties submitting unsolicited written acquisition proposals that the Special Committee determines in good faith constitute or could reasonably be expected to lead to a Company Superior Proposal. The Board may effect a Company Change in Recommendation or terminate the Merger Agreement in favor of a Superior Proposal, subject to providing Parent with four Business Days' prior written notice and the opportunity to propose revised terms, and subject to payment of a Company Termination Fee. Closing conditions include receipt of Company Stockholder Approval, the absence of any prohibiting law or governmental order, and receipt of certain state regulatory approvals related to the Company's money transmitter licenses.

What Was Disclosed

Priority Technology Holdings disclosed it entered into a merger agreement on September 18, 2026, under which eligible stockholders would receive $8.05 per share in cash. The buyer is controlled by the Company's own Chairman and CEO. The Special Committee, advised by Barclays, unanimously approved the terms.