Thomas C. Priore, John V. Priore, and AESV CreditCard Consulting, LLC filed Amendment No. 8 to their Schedule 13D regarding Priority Technology Holdings, Inc. common stock on November 3, 2026, disclosing corrected beneficial ownership figures and an amendment to a previously disclosed Support Agreement.

Key Highlights

  • Thomas C. Priore beneficial ownership: 46,600,996 shares reported, representing 56.4% of Priority Technology Holdings common stock, based on 82,572,061 shares outstanding as of October 23, 2026.
  • Corrected figures: The filing states it is "being filed solely to correct the number of shares of Common Stock reported as beneficially owned by Thomas C. Priore, including the allocation between sole and shared voting and dispositive power."
  • Support Agreement amended: On November 3, 2026, the issuer and related parties entered into Amendment No. 1 to the Support Agreement to update the number of shares owned by each Supporting Stockholder; the filing states these updates "are not the result of any acquisitions or dispositions of shares."
  • Group aggregate ownership: The reporting persons as a group may be deemed to beneficially own 50,668,203 shares, representing approximately 61.4% of outstanding common stock, according to the filing.
  • AESV state of organization corrected: The filing also corrects the state of organization of AESV CreditCard Consulting, LLC to Georgia.
  • John V. Priore beneficial ownership: 4,067,207 shares reported, representing 4.9% of outstanding common stock, including 4,000,000 shares held directly by AESV CreditCard Consulting, LLC.

Correction and Support Agreement Amendment Drive Schedule 13D Update

Amendment No. 8 to the Schedule 13D, originally filed on July 25, 2018, was submitted on November 3, 2026, by three reporting persons: Thomas C. Priore, John V. Priore, and AESV CreditCard Consulting, LLC. The filing covers common stock of Priority Technology Holdings, Inc., CUSIP 74275G107. According to the filing, the amendment was made solely to correct previously reported share figures, disclose the Support Agreement amendment, and correct AESV's state of organization. No acquisitions or dispositions of common stock by any reporting person prompted the update.

Thomas C. Priore reported sole voting and dispositive power over 41,976,451 shares and shared voting and dispositive power over 4,624,545 shares, for a total of 46,600,996 shares, or 56.4% of outstanding stock. John V. Priore reported sole voting and dispositive power over 67,207 shares and shared voting and dispositive power over 4,000,000 shares held by AESV CreditCard Consulting, LLC, for a total of 4,067,207 shares, or 4.9%. AESV itself reported shared voting and dispositive power over 4,000,000 shares, representing 4.8% of outstanding stock.

Regarding the group's potential aggregate ownership, the filing states that "as a result of each Reporting Person's actions in respect of the Merger," the group may be deemed to beneficially own 50,668,203 shares, approximately 61.4% of outstanding common stock. The filing expressly disclaims that the filing or its contents constitutes an admission that any reporting person is the beneficial owner of shares held by other group members. All percentages are calculated based on 82,572,061 shares outstanding as of October 23, 2026, as reported in the issuer's Preliminary Proxy Statement on Schedule 14A filed October 30, 2026.

What Was Disclosed

Three reporting persons filed Amendment No. 8 to a Schedule 13D for Priority Technology Holdings, Inc. to correct beneficial ownership figures for Thomas C. Priore, disclose Amendment No. 1 to a Support Agreement dated November 3, 2026, and correct AESV's state of organization. No share transactions occurred.