Form 8-K

8-K — Priority Technology Holdings, Inc.

Accession: 0001653558-26-000127

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001653558

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — prth-20260806.htm (Primary)

EX-99.1 (ex991-prthq22026earningsre.htm)

EX-99.2 (q22026_prthsupplementals.htm)

GRAPHIC (prioritycommerce-fullcolor.jpg)

GRAPHIC (prth-20260806_g1.jpg)

GRAPHIC (q22026_prthsupplementals001.jpg)

GRAPHIC (q22026_prthsupplementals002.jpg)

GRAPHIC (q22026_prthsupplementals003.jpg)

GRAPHIC (q22026_prthsupplementals004.jpg)

GRAPHIC (q22026_prthsupplementals005.jpg)

GRAPHIC (q22026_prthsupplementals006.jpg)

GRAPHIC (q22026_prthsupplementals007.jpg)

GRAPHIC (q22026_prthsupplementals008.jpg)

GRAPHIC (q22026_prthsupplementals009.jpg)

GRAPHIC (q22026_prthsupplementals010.jpg)

GRAPHIC (q22026_prthsupplementals011.jpg)

GRAPHIC (q22026_prthsupplementals012.jpg)

GRAPHIC (q22026_prthsupplementals013.jpg)

GRAPHIC (q22026_prthsupplementals014.jpg)

GRAPHIC (q22026_prthsupplementals015.jpg)

GRAPHIC (q22026_prthsupplementals016.jpg)

GRAPHIC (q22026_prthsupplementals017.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: prth-20260806.htm · Sequence: 1

prth-20260806

0001653558false00016535582026-08-062026-08-06

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

August 6, 2026

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 August 6, 2026, Priority Technology Holdings, Inc. ("Priority Commerce") issued a press release announcing its financial results for the quarter ended June 30, 2026. 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 August 6, 2026, Priority Commerce will hold an earnings conference call and webcast at 10:00 a.m. (Eastern Time) to discuss the financial results for the quarter ended June 30, 2026. 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 August 6, 2026

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: August 6, 2026

PRIORITY TECHNOLOGY HOLDINGS, INC.

By: /s/ Timothy M. O'Leary

Name: Timothy M. O'Leary

Title: Chief Financial Officer

EX-99.1

Filename: ex991-prthq22026earningsre.htm · Sequence: 2

Document

EXHIBIT 99.1

Priority Technology Holdings, Inc. Reports Second Quarter Financial Results

Second Quarter Performance Driven by Strength of Unified Commerce Platform

ALPHARETTA, GA - August 6, 2026 -- 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 and today has announced its second quarter 2026 financial results including strong year-over-year revenue growth.

Highlights of Consolidated Results and Additional Information1

Second Quarter 2026 Financial Highlights compared with Second Quarter 2025

•Revenue of $262.3 million increased 9.4% from $239.8 million, including organic growth of 7.2%

•Gross profit of $94.4 million increased 7.9% from $87.5 million

•Adjusted gross profit (a non-GAAP measure2) of $99.9 million increased 8.1% from $92.4 million

•Gross profit margin of 36.0% decreased by nearly 50 basis points from 36.5%

•Adjusted gross profit margin (a non-GAAP measure2) of 38.1% decreased by nearly 40 basis points from 38.5%

•Operating income of $33.0 million decreased 11.8% from $37.4 million

•Net Income of $9.9 million decreased 9.3% from $10.9 million

•Adjusted EBITDA (a non-GAAP measure2) of $59.4 million increased 6.0% from $56.0 million

•Diluted EPS of $0.12 decreased by $0.02, or by 14.3%, from $0.14

•Adjusted Diluted EPS (a non-GAAP measure2) of $0.29 increased by $0.03, or 11.5%, from $0.26

(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.

"Strong second quarter results reflect the continued success of Priority’s Connected Commerce engine, with over 9% revenue growth and 8% adjusted gross profit growth,” said Tom Priore, Chairman & CEO of Priority. “The growing base of partners leveraging our platform for payments and treasury solutions to improve visibility into their financial environment with total command of their cashflow reinforces our belief in our vision for the future of commerce and confidence to affirm our full year 2026 financial guidance.”

EXHIBIT 99.1

Full Year 2026 Financial Guidance

Priority Commerce's outlook remains strong and we affirm our full year 2026 guidance:

•Revenue forecast to range between $1.01 billion to $1.04 billion, a growth rate of 6% to 9% compared to fiscal 2025 results

•Adjusted gross profit (a non-GAAP measure) forecast to range between $405 million and $425 million

•Adjusted EBITDA (a non-GAAP measure) forecast to range between $230 million to $245 million

Conference Call

The Company will host a conference call on Thursday, August 6, 2026 at 10:00 a.m. EDT to discuss its second 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=1770268&tp_key=a6ff1aab23 and will also be posted in the "Investor Relations" section of the Company's website at https://ir.prioritycommerce.com/.

An audio replay of the call will be available shortly after the conference call until August 20, 2026, at 11:59 p.m. EDT. To listen to the audio replay, dial (844) 512-2921 or (412) 317-6671 and enter conference ID number 10210738. 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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenues $ 262,256 $ 239,812 $ 511,814 $ 464,442

Cost of revenue (excluding depreciation and amortization) (162,358) (147,399) (313,145) (284,752)

Adjusted gross profit $ 99,898 $ 92,413 $ 198,669 $ 179,690

Adjusted gross profit margin 38.1 % 38.5 % 38.8 % 38.7 %

Depreciation and amortization of revenue generating assets (5,469) (4,911) (10,743) (9,597)

Gross profit $ 94,429 $ 87,502 $ 187,926 $ 170,093

Gross profit margin 36.0 % 36.5 % 36.7 % 36.6 %

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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income $ 9,863 $ 10,879 $ 19,623 $ 19,147

Interest expense 21,051 23,054 42,067 46,230

Income tax expense 3,774 4,423 7,420 6,673

Depreciation and amortization 20,893 14,093 38,508 27,870

EBITDA 55,581 52,449 107,618 99,920

Debt modification and extinguishment expenses — — — 38

Selling, general and administrative (non-recurring) 1,531 395 5,500 2,594

Non-cash stock-based compensation 2,283 3,206 4,371 4,792

Adjusted EBITDA $ 59,395 $ 56,050 $ 117,489 $ 107,344

EXHIBIT 99.1

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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

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

Legal fees(1)

1,385 314 3,210 1,610

Professional, accounting and consulting fees(2)

42 64 2,105 1,108

Other expenses, net(3)

104 17 185 36

Litigation settlement — — — (160)

$ 1,531 $ 395 $ 5,500 $ 2,594

(1) These legal expenses primarily relate to litigation matters, mergers and acquisitions, and other transactions (e.g., the on-going special committee process), 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 on-going special committee process, acquisitions, disposals, and automation initiatives.

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

EXHIBIT 99.1

Adjusted Earnings Per Share (Adjusted EPS)

Adjusted EPS is a performance measure. Adjusted EPS is calculated by dividing adjusted net income 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 attributable to common shareholders 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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

Reconciliation of Adjusted EPS

Net income attributable to common shareholders $ 9,863 $ 10,879 $ 19,623 $ 19,147

Debt extinguishment and modification costs — — — 38

Stock based compensation 2,283 3,206 4,371 4,792

Other non-recurring expenses 1,531 395 5,500 2,594

Amortization of acquisition related intangible assets 15,742 9,417 28,365 18,731

Tax impact of adjustments(1)

(5,084) (3,244) (9,941) (6,800)

Adjusted net income attributable to common share holders $ 24,335 $ 20,653 $ 47,918 $ 38,502

Weighted average common shares outstanding (basic) 81,549 78,981 81,462 78,878

Effect of dilutive potential common shares 2,274 856 2,274 1,090

Weighted average common shares outstanding (diluted) 83,823 79,837 83,736 79,968

Earnings per common share:

Basic $ 0.12 $ 0.14 $ 0.24 $ 0.24

Diluted $ 0.12 $ 0.14 $ 0.23 $ 0.24

Adjusted earnings per common share

Basic $ 0.30 $ 0.26 $ 0.59 $ 0.49

Diluted $ 0.29 $ 0.26 $ 0.57 $ 0.48

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

EXHIBIT 99.1

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.

EXHIBIT 99.1

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 Commerce Investor Inquiries:

priorityIR@icrinc.com

Priority Technology Holdings, Inc.

Unaudited Consolidated Statements of Operations and Comprehensive Income

(in thousands, except per share amounts)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenues $ 262,256 $ 239,812 $ 511,814 $ 464,442

Operating expenses

Cost of revenue (excludes depreciation and amortization) 162,358 147,399 313,145 284,752

Salary and employee benefits 29,153 27,060 57,675 52,835

Depreciation and amortization 20,893 14,093 38,508 27,870

Selling, general and administrative 16,808 13,910 36,052 29,010

Total operating expenses 229,212 202,462 445,380 394,467

Operating income 33,044 37,350 66,434 69,975

Other expense

Interest expense (21,051) (23,054) (42,067) (46,230)

Debt extinguishment and modification costs — — — (38)

Other income, net 1,644 1,006 2,676 2,113

Total other expense, net (19,407) (22,048) (39,391) (44,155)

Income before income taxes 13,637 15,302 27,043 25,820

Income tax expense 3,774 4,423 7,420 6,673

Net income attributable to common stockholders $ 9,863 $ 10,879 $ 19,623 $ 19,147

Other comprehensive income

Foreign currency translation adjustments (111) 217 (464) 260

Comprehensive income $ 9,752 $ 11,096 $ 19,159 $ 19,407

Earnings per common share:

Basic $ 0.12 $ 0.14 $ 0.24 $ 0.24

Diluted $ 0.12 $ 0.14 $ 0.23 $ 0.24

Adjusted earnings per common share(1):

Basic $ 0.30 $ 0.26 $ 0.59 $ 0.49

Diluted $ 0.29 $ 0.26 $ 0.57 $ 0.48

Weighted-average common shares outstanding:

Basic 81,549 78,981 81,462 78,878

Diluted 83,823 79,837 83,736 79,968

(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)

June 30, 2026 December 31, 2025

Assets

Current assets:

Cash and cash equivalents $ 120,261 $ 77,192

Restricted cash 17,439 16,457

Accounts receivable, net of allowances 93,075 91,300

Prepaid expenses and other current assets 28,161 32,145

Current portion of notes receivable, net of allowance 1,751 2,062

Settlement assets 1,372,510 1,295,896

Total current assets 1,633,197 1,515,052

Notes receivable, less current portion 20,952 17,629

Property, equipment and software, net 62,329 58,636

Goodwill 416,405 416,641

Intangible assets, net 287,633 315,190

Deferred income taxes, net 46,677 46,350

Other noncurrent assets 29,198 29,306

Total assets $ 2,496,391 $ 2,398,804

Liabilities, Stockholders' Deficit and Non-controlling interest

Current liabilities:

Accounts payable and accrued expenses $ 57,520 $ 70,636

Accrued residual commissions 44,415 40,463

Customer deposits and advance payments 1,637 1,972

Current portion of long-term debt 3,112 —

Settlement obligations 1,374,736 1,297,263

Total current liabilities 1,481,420 1,410,334

Long-term debt, net of current portion, discounts and debt issuance costs 1,044,685 1,039,358

Other noncurrent liabilities 41,337 41,484

Total liabilities 2,567,442 2,491,176

Stockholders' deficit:

Preferred stock — —

Common stock 82 82

Treasury stock, at cost (24,282) (22,759)

Additional paid-in capital 17,538 13,925

Accumulated other comprehensive loss (674) (210)

Accumulated deficit (71,830) (91,453)

Total stockholders' deficit attributable to stockholders of Priority Commerce (79,166) (100,415)

Non-controlling interests in consolidated subsidiaries 8,115 8,043

Total stockholders' deficit (71,051) (92,372)

Total liabilities, stockholders' deficit and Non-controlling interest $ 2,496,391 $ 2,398,804

Priority Technology Holdings, Inc.

Unaudited Consolidated Statements of Cash Flows

(in thousands)

Six Months Ended June 30,

2026 2025

Cash flows from operating activities:

Net income $ 19,623 $ 19,147

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

Depreciation and amortization of assets 38,508 27,870

Stock-based compensation, ESPP, and incentive units compensation 4,371 4,792

Amortization of debt issuance costs and discounts 949 882

Debt extinguishment and modification costs — 38

Deferred income tax (327) (2,318)

Change in contingent consideration (679) 2,039

Other non-cash items, net (136) (228)

Change in operating assets and liabilities:

Accounts receivable (1,775) (17,912)

Prepaid expenses and other current assets (1,146) (2,312)

Income taxes 5,081 (339)

Accounts payable and accrued expenses (13,002) (6,810)

Accrued residual commissions 3,952 2,966

Customer deposits and advance payments (335) 1,187

Other assets, net 433 1,043

Other liabilities, net (172) (2,965)

Net cash provided by operating activities 55,345 27,080

Cash flows from investing activities:

Acquisition of business, net of cash acquired — (4,452)

Additions to property, equipment and software (12,612) (12,988)

Notes receivable, net (3,012) (1,430)

Short-term investments, net (185,000) —

Other investing activities (2,400) (2,275)

Net cash used in investing activities (203,024) (21,145)

Cash flows from financing activities:

Proceeds from issuance of long-term debt 7,681 —

Debt issuance and modification costs paid — (40)

Repayments of long-term debt (191) (10,000)

Shares withheld for taxes (1,523) (2,314)

Proceeds from exercise of stock options — 334

Settlement obligations, net 77,359 190,863

Payment of deferred/contingent consideration (96) (752)

Net cash provided by financing activities 83,230 178,091

Net change in cash and cash equivalents and restricted cash:

Net (decrease)/increase in cash and cash equivalents, and restricted cash (64,449) 184,026

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 $ 1,281,549 $ 1,177,890

Reconciliation of cash and cash equivalents, and restricted cash:

Cash and cash equivalents $ 120,261 $ 50,564

Restricted cash 17,439 14,205

Cash and cash equivalents included in settlement assets (restricted in nature) 1,143,849 1,113,121

Total cash and cash equivalents, and restricted cash $ 1,281,549 $ 1,177,890

Priority Technology Holdings, Inc.

Unaudited Reportable Segments' Results

(in thousands)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Merchant Solutions:

Revenues $ 175,778 $ 163,230 $ 337,564 $ 314,920

Adjusted EBITDA $ 30,887 $ 27,749 $ 58,627 $ 53,454

Key Indicators:

Total card processing dollar value $ 19,549,972 $ 18,864,185 $ 37,886,641 $ 36,560,510

Total card transaction count 228,600 230,721 440,039 439,674

Payables:

Revenues $ 30,430 $ 25,033 $ 62,871 $ 48,951

Adjusted EBITDA $ 3,110 $ 3,770 $ 8,564 $ 7,286

Key Indicators:

Buyer funded card processing dollar value $ 942,660 $ 788,500 $ 1,915,570 $ 1,505,400

Supplier funded issuing dollar value $ 255,414 $ 220,227 $ 497,801 $ 457,517

ACH transaction count 4,726 4,776 9,785 9,417

Treasury Solutions:

Revenues $ 60,519 $ 52,658 $ 119,359 $ 102,746

Adjusted EBITDA $ 47,513 $ 45,558 $ 94,184 $ 88,001

Key Indicators:

Average CFTPay billed clients 1,142,908 992,279 1,135,922 966,371

Average CFTPay monthly enrollments 46,083 57,818 48,256 56,882

Average total account balances(1)

$ 1,475,537 $ 1,145,715 $ 1,447,412 $ 1,093,530

(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 June 30, 2026 and 2025, were $1.8 billion and $1.4 billion, respectively.

Priority Technology Holdings, Inc.

Unaudited Reportable Segments' Results

(in thousands)

Three Months Ended June 30, 2026

Merchant Solutions Payables Treasury Solutions Corporate Total

Reconciliation of Adjusted EBITDA to GAAP Measure:

Adjusted EBITDA $ 30,887 $ 3,110 $ 47,513 $ (22,115) $ 59,395

Interest expense (1,147) — (256) (19,648) (21,051)

Depreciation and amortization (13,094) (1,289) (5,297) (1,213) (20,893)

Selling, general and administrative (non-recurring) — — — (1,531) (1,531)

Non-cash stock based compensation — (36) — (2,247) (2,283)

Income (loss) before taxes $ 16,646 $ 1,785 $ 41,960 $ (46,754) $ 13,637

Income tax expense (3,774)

Net income $ 9,863

Six Months Ended June 30, 2026

Merchant Solutions Payables Treasury Solutions Corporate Total

Reconciliation of Adjusted EBITDA to GAAP Measure:

Adjusted EBITDA $ 58,627 $ 8,564 $ 94,184 $ (43,886) $ 117,489

Interest expense (2,229) — (669) (39,169) (42,067)

Depreciation and amortization (23,011) (2,577) (10,500) (2,420) (38,508)

Selling, general and administrative (non-recurring) — — — (5,500) (5,500)

Non-cash stock based compensation — (72) (1) (4,298) (4,371)

Income (loss) before taxes $ 33,387 $ 5,915 $ 83,014 $ (95,273) $ 27,043

Income tax expense (7,420)

Net income $ 19,623

Three Months Ended June 30, 2025

Merchant Solutions Payables Treasury Solutions Corporate Total

Reconciliation of Adjusted EBITDA to GAAP Measure:

Adjusted EBITDA $ 27,749 $ 3,770 $ 45,558 $ (21,027) $ 56,050

Interest expense — (790) (243) (22,021) (23,054)

Depreciation and amortization (6,633) (1,262) (4,941) (1,257) (14,093)

Selling, general and administrative (non-recurring) — — — (395) (395)

Non-cash stock based compensation 5 (84) (33) (3,094) (3,206)

Income (loss) before taxes $ 21,121 $ 1,634 $ 40,341 $ (47,794) $ 15,302

Income tax expense (4,423)

Net income $ 10,879

Priority Technology Holdings, Inc.

Unaudited Reportable Segments' Results

(in thousands)

Six Months Ended June 30, 2025

Merchant Solutions Payables Treasury Solutions Corporate Total

Reconciliation of Adjusted EBITDA to GAAP Measure:

Adjusted EBITDA $ 53,454 $ 7,286 $ 88,001 $ (41,397) $ 107,344

Interest expense — (1,796) (243) (44,191) (46,230)

Depreciation and amortization (13,258) (2,523) (9,583) (2,506) (27,870)

Debt modification and extinguishment expenses — — — (38) (38)

Selling, general and administrative (non-recurring) — — — (2,594) (2,594)

Non-cash stock based compensation 1 (168) (65) (4,560) (4,792)

Income (loss) before taxes $ 40,197 $ 2,799 $ 78,110 $ (95,286) $ 25,820

Income tax expense (6,673)

Net income $ 19,147

EX-99.2

Filename: q22026_prthsupplementals.htm · Sequence: 3

q22026_prthsupplementals

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: Q2 2026 August 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 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 Commerce”, “we”, “our” or “us”) 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 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 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 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 Commerce 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 Commerce’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 Commerce’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 2nd Quarter 2026 Highlights Q2 2026 RESULTS MAINTAINING FY 2026 GUIDANCE Q2 2026 KEY METRICS REVENUE +9% ADJ GROSS PROFIT1 +8% ADJ EBITDA1 +6% ADJ EPS (diluted) $0.29 $1.8B Account Balances 1.8M Customer Accounts $151B Total Payments Volume2 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 2 Represents LTM payments volume as of June 30, 2026 +12% REVENUE (In Millions) ADJUSTED EBITDA1 (In Millions) $1,010 - $1,040 $230 - $245 2026 Guidance Range 2026 Guidance Range YTD Actual YTD Actual

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 Q2 2026 Consolidated Results $92.4M $99.9M $56.0M $59.4M $239.8M $262.3M Q2 25 Q2 26 Q2 25 Q2 26 Q2 25 Q2 26Q2 25 Q2 26 9% 8% 6% Adjusted EBITDA1 increased 6% to $59.4 million Adj Gross Profit margin1 decreased 40 basis points to 38.1% Adj Gross Profit1 increased 8% to $99.9 million Revenue increased 9% to $262.3 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 40bps 38.5% 38.1%

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 2026 Consolidated Results $179.7M $198.7M $107.3M $117.5M $464.4M $511.8M 10% 11% 9% Adjusted EBITDA1 increased 9% to $117.5 million Adj Gross Profit margin1 increased 10 basis points to 38.8% Adj Gross Profit1 increased 11% to $198.7 million Revenue increased 10% to $511.8 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 10bps 38.7% 38.8% YTD 25 YTD 26 YTD 25 YTD 26 YTD 25 YTD 26YTD 25 YTD 26

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,FDIC 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 Second Quarter 2026 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 9 Merchant Solutions Highlights – Q2 2026 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 $175.8MM +8% YoY Adj. Gross Profit1 $39.8MM +12% YoY | 22.7% Margin Adj. EBITDA1 $30.9MM +11% YoY | 17.6% Margin Q2 2026 Segment Highlights ➔ Revenue growth driven by combination of 4.5% organic growth plus acquisitions in 2H 2025 ➔ Total Card $ Volumes in Q2 increased 3.6% YoY to $19.5bn ➔ Gross Margins expanded by over 100 bps

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 10 Payables Highlights – Q2 2026 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 $30.4MM +22% YoY Adj. Gross Profit1 $6.5MM (10%) YoY | 21.4% Margin Adj. EBITDA1 $3.1MM (17%) YoY | 10.2% Margin Q2 2026 Segment Highlights ➔ Revenue growth driven by 26% YoY increase in Buyer-Funded revenues ➔ Gross Margins and Adj EBITDA impacted by revenue mix combined with increased card network and interchange 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 11 Treasury Solutions Highlights – Q2 2026 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 $60.5MM +15% YoY Adj. Gross Profit1 $53.6MM +8% YoY | 88.5% Margin Adj. EBITDA1 $47.5MM +4% YoY | 78.5% Margin Q2 2026 Segment Highlights ➔ CFTPay Avg Monthly New Enrollments slowed to 46k but Billed Client growth remained strong with 15% YoY increase to 1.1MM ➔ 133 Integrated Partners at quarter-end (up 30% 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 12 Consolidated Operating Expenses – Q2 2026 Salaries & Benefits $29.1MM +8% YoY SG&A $16.8MM +21% YoY Depreciation & Amortization $20.9MM +48% YoY Q2 2026 Highlights ➔ Higher Salaries & Benefits primarily related to acquisitions in 2H 2025 ➔ Increase in SG&A expenses driven by higher software (incl public cloud migration) and marketing related expenses combined with non-recurring legal and transaction 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 13 Capital Structure Highlights Net Leverage Calculation (In Millions) Total Debt Balance1 $1,020.0 ( - ) Unrestricted Cash Balance $120.3 Net Debt $899.7 LTM Adj. EBITDA (Q2 2026)2 $235.3 Net Leverage Ratio 3.82x 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   Available liquidity over $220 million including unfunded $100 million Revolver and $120 million cash balance Pro forma net leverage ratio of 3.75x based on run-rate impact of acquisitions Capital allocation strategy will focus on continued de- leveraging throughout 2026 complimented by tuck-in acquisitions Historical Leverage Profile   Net leverage ratio reduced to 3.82x based on continued growth in Adjusted EBITDA and free cash flow generation

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 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 15 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. Merchant Solutions Payables Treasury Solutions Eliminations Total Merchant Solutions Payables Treasury Solutions Eliminations Total Revenues $ 175.8 $ 30.4 $ 60.5 $ (4.5) $ 262.3 $ 163.2 $ 25.0 $ 52.7 $ (1.1) $ 239.8 Cost of Revenue (excluding depreciation and amortization) (136.0) (23.9) (7.0) 4.5 (162.4) (127.8) (17.8) (2.9) 1.1 (147.4) Adjusted Gross Profit 39.8 6.5 53.6 (0.0) 99.9 35.4 7.3 49.7 (0.0) 92.4 Adjusted Gross Profit Margin 22.7% 21.4% 88.5% 38.1% 21.7% 29.1% 94.4% 38.5% Depreciation and amortization of revenue generating assets (2.2) (0.7) (2.6) -- (5.5) (2.0) (0.7) (2.2) -- (4.9) Gross profit $ 37.7 $ 5.8 $ 51.0 $ (0.0) $ 94.4 $ 33.4 $ 6.6 $ 47.5 $ (0.0) $ 87.5 Gross profit margin 21.4% 19.0% 84.2% 36.0% 20.5% 26.3% 90.3% 36.5% (in Millions) (in Millions) Three Months Ended June 30, 2026 Three Months Ended June 30, 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 16 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. (in Millions) (in Millions) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Merchant Solutions Payables Treasury Solutions Eliminations Total Merchant Solutions Payables Treasury Solutions Eliminations Total Adjusted EBITDA 30.9$ 3.1$ 47.5$ (22.1)$ 59.4$ 27.7$ 3.8$ 45.6$ (21.0)$ 56.0$ Adjusted EBITDA Margin 17.1% 16.8% 79.3% 23.8% 17.0% 15.1% 86.5% 23.4% Interest Expense (1.1) -- (0.3) (19.6) (21.1) -- (0.8) (0.2) (22.0) (23.1) Depreciation and Amortization (13.1) (1.3) (5.3) (1.2) (20.9) (6.6) (1.3) (4.9) (1.3) (14.1) Selling, General and Administrative (Non-Recurring) -- -- -- (1.5) (1.5) -- -- -- (0.4) (0.4) Non-Cash Stock Based Compensation -- (0.0) -- (2.2) (2.3) 0.0 (0.1) (0.0) (3.1) (3.2) Income (Loss) Before Taxes 16.6$ 1.8$ 42.0$ (46.8)$ 13.6$ 21.1$ 1.6$ 40.3$ (47.8)$ 15.3$ Income (Loss) Before Taxes % of Revenue 9.5% 5.9% 69.3% -- 5.2% 12.9% 6.5% 76.6% 6.4%

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 The reconciliation of Adjusted Earnings Per Share is provided below: Appendix 3 – Adjusted Earnings Per Share Reconciliation 1 The tax impact calculated using the blended statutory income tax rate (i.e. 26.0% for three months ended June 30, 2026 and 2025) (in Millions) Three Months Ended June 30, 2026 2025 Reconciliation of Adjusted EPS Net income attributable to common shareholders 9.9$ 10.9$ Stock based compensation 2.3 3.2 Other non-recurring expenses 1.5 0.4 Amortization of acquisition related intangible assets 15.7 9.4 Tax impact of adjustments (1) (5.1) (3.2) Adjusted net income attributable to common share holders 24.3$ 20.7$ Weighted average common shares outstanding (basic) 81.5 78.8 Effect of dilutive potential common shares 2.2 1.1 Weighted average common shares outstanding (diluted) 83.7 79.9 Earnings (loss) per common share: Basic 0.12$ 0.14$ Diluted 0.12$ 0.14$ Adjusted earnings per common share: Basic 0.30$ 0.26$ Diluted 0.29$ 0.26$

GRAPHIC

Filename: prioritycommerce-fullcolor.jpg · Sequence: 8

Binary file (78770 bytes)

Download prioritycommerce-fullcolor.jpg

GRAPHIC

Filename: prth-20260806_g1.jpg · Sequence: 9

Binary file (78770 bytes)

Download prth-20260806_g1.jpg

GRAPHIC

Filename: q22026_prthsupplementals001.jpg · Sequence: 10

Binary file (77839 bytes)

Download q22026_prthsupplementals001.jpg

GRAPHIC

Filename: q22026_prthsupplementals002.jpg · Sequence: 11

Binary file (232887 bytes)

Download q22026_prthsupplementals002.jpg

GRAPHIC

Filename: q22026_prthsupplementals003.jpg · Sequence: 12

Binary file (101333 bytes)

Download q22026_prthsupplementals003.jpg

GRAPHIC

Filename: q22026_prthsupplementals004.jpg · Sequence: 13

Binary file (89893 bytes)

Download q22026_prthsupplementals004.jpg

GRAPHIC

Filename: q22026_prthsupplementals005.jpg · Sequence: 14

Binary file (90659 bytes)

Download q22026_prthsupplementals005.jpg

GRAPHIC

Filename: q22026_prthsupplementals006.jpg · Sequence: 15

Binary file (137351 bytes)

Download q22026_prthsupplementals006.jpg

GRAPHIC

Filename: q22026_prthsupplementals007.jpg · Sequence: 16

Binary file (107479 bytes)

Download q22026_prthsupplementals007.jpg

GRAPHIC

Filename: q22026_prthsupplementals008.jpg · Sequence: 17

Binary file (45517 bytes)

Download q22026_prthsupplementals008.jpg

GRAPHIC

Filename: q22026_prthsupplementals009.jpg · Sequence: 18

Binary file (106287 bytes)

Download q22026_prthsupplementals009.jpg

GRAPHIC

Filename: q22026_prthsupplementals010.jpg · Sequence: 19

Binary file (103037 bytes)

Download q22026_prthsupplementals010.jpg

GRAPHIC

Filename: q22026_prthsupplementals011.jpg · Sequence: 20

Binary file (104649 bytes)

Download q22026_prthsupplementals011.jpg

GRAPHIC

Filename: q22026_prthsupplementals012.jpg · Sequence: 21

Binary file (109042 bytes)

Download q22026_prthsupplementals012.jpg

GRAPHIC

Filename: q22026_prthsupplementals013.jpg · Sequence: 22

Binary file (122977 bytes)

Download q22026_prthsupplementals013.jpg

GRAPHIC

Filename: q22026_prthsupplementals014.jpg · Sequence: 23

Binary file (28405 bytes)

Download q22026_prthsupplementals014.jpg

GRAPHIC

Filename: q22026_prthsupplementals015.jpg · Sequence: 24

Binary file (105120 bytes)

Download q22026_prthsupplementals015.jpg

GRAPHIC

Filename: q22026_prthsupplementals016.jpg · Sequence: 25

Binary file (100113 bytes)

Download q22026_prthsupplementals016.jpg

GRAPHIC

Filename: q22026_prthsupplementals017.jpg · Sequence: 26

Binary file (89777 bytes)

Download q22026_prthsupplementals017.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 28

v3.26.1

Cover

Aug. 06, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Aug. 06, 2026

Entity Registrant Name

Priority Technology Holdings, Inc.

Entity Incorporation, State or Country Code

Entity File Number

001-37872

Entity Tax Identification Number

47-4257046

Entity Address, Address Line One

2001 Westside Parkway

Entity Address, Address Line Two

Suite 155

Entity Address, City or Town

Alpharetta,

Entity Address, State or Province

Entity Address, Postal Zip Code

30004

City Area Code

800

Local Phone Number

935-5961

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common stock, $0.001 par value

Trading Symbol

PRTH

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

Entity Central Index Key

0001653558

Amendment Flag

false

Entity Addresses [Line Items]

Local Phone Number

935-5961

City Area Code

800

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressesLineItems

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration