What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-03-12 compared with 2023-03-23 · 91 added, 81 removed, 257 unchanged (40% of the section changed)

Overview of the Company

Priority is a leading payments technology company that leverages a purpose-built platform to enable clients to collect, store and send money, operating at scale.

We help our customers take and make payments while managing business and consumer operating accounts to monetize payment networks.

Our tailored, agile technology powers high-value payments products bolstered by our industry leading personalized support.

Priority was established in 2005 and has grown from a founder-financed startup to becom e the 5 th largest non-bank merchant acquirer in the U.S.

Since inception, we have built a native tec hnology platform that provides all forms of payments (card acquiring and issuing, ACH, check and wire) and embedded finance services that serve SMB, ISV and enterprise customers.

Collectively, our single platform to collect, store and send money currently processes approximately $113 billion in payment volume on behalf of its approximately 260,000 SMB and ISV customers and has established approximately 75,000 supplier relationships.

Priority maintains a global business platform with 870 employees operating from its headquarters in Alpharetta, GA and offices in other locations, including New York, NY;

Priority is a solutions provider in Payments and BaaS industry, o perating at scale with 860,000 active customers across its SMB, B2B and Enterprise customers channels.

Priority proc esses $120 billion in annual transaction volume and provides administration for $900 million in deposits.

P riority’s purpose-built technology enables clients to collect, store, lend and send money while providing AP payment applications and Passport financial tools that best optimize their cash flow and maximize working capital bolstered by our industry leading personalized support.

Priority was established in 2005 and has grown from a founder-financed technology startup to becom e the 5 th largest non-bank merchant acquirer in the U.S.

by volume, according to the Nilson Report issued in March 2023.

Priority maintains a global business platform with 983 employees operating from its headquarters in Alpharetta, GA and regional offices in other locations, including New York, NY;

Hicksville, NY;

Chattanooga, TN;

San Francisco, CA;

and Chandigarh, India.

Priority delivers value to its partners by leveraging its payments and embedded finance technology to deliver solutions that power modern commerce for SMBs and enterprise software and business partners.

Our approach is simple, we handle the complexities of payments and embedded finance to free our partners to focus on their core business objectives.

We handle the complexities of payments and embedded finance to free our partners to focus on their core business objectives.

Priority's solutions are offered via API or proprietary applications with nationwide money transmission licenses, providing end-to-end operational support including automated risk management and underwriting, full compliance and industry leading customer service.

4 unchanged sentences

Priority's solutions are delivered via internally developed payment applications and services to customers in the following business segments:

• SMB Payments :

• SMB Acquiring Solutions :

Provides full-service acquiring and payment-enabled solutions for B2C transactions, leveraging Priority's proprietary software platform, distributed through ISO, direct sales and vertically focused ISV channels.

• B2B Payments :

• B2B Payables :

Provides market-leading AP automation solutions to corporations, software partners and industry leading FIs (including Citibank and Mastercard).

• Enterprise Payments :

Provides embedded payment and treasury solutions to enterprise customers to modernize legacy platforms and accelerate software partners' strategies to monetize payments.

The MX product line provides technology-enabled payment acceptance and business management capabilities to merchants, enterprises and our distribution partners.

The MX product line includes MX Connect and MX Merchant products, which together provide resellers and merchant clients a flexible and customizable set of business applications that help better manage critical business work functions and revenue performance using core payment processing as our leverage point.

• Enterprise Payments and BaaS :

Provides embedded finance and BaaS solutions to customers to modernize legacy platforms and accelerate software partners' strategies to monetize payments.

The MX product suite provides technology-enabled payment acceptance and business management capabilities to merchants, enterprises and our distribution partners.

The MX product suite includes MX Connect and MX Merchant products, which together provide resellers and merchant clients a flexible and customizable set of business applications that help better manage critical business work functions and revenue performance using core payment processing as our leverage point.

MX Connect provides our SMB payments reselling partners with automated tools that support low friction merchant on-boarding, underwriting and risk management, client service, and commission processing through a single mobile-enabled, web-based interface.

The result is a smooth merchant activation onto our flagship consumer payments offering, MX Merchant, which provides core processing and business solutions to SMB clients.

In addition to payment processing, the MX Merchant product line encompasses a variety of proprietary and third-party product applications that merchants can adopt such as MX Insights, MX Storefront, MX Retail, MX Invoice, MX B2B and ACH.com, among others.

In addition to payment processing, the MX Merchant product suite encompasses a variety of proprietary and third-party product applications that merchants can adopt such as MX Insights, MX Storefront, MX Retail, MX Invoice, MX B2B and ACH.com, among others.

This comprehensive suite of solutions enables merchants to 1) identify key consumer trends in their businesses;

10 unchanged sentences

and 3) the Company with stable sources of payment processing and other revenue.

Additionally, we provide curated managed services and a robust suite of integrated AP automation solutions to industry leading FIs and card networks such as Citibank, Mastercard and Visa, among others.

Considering that the commercial payments volume in the U.S.

is over twice the size of consumer payments and substantially less penetrated for Electronic Payments, we believe that this market represents a high growth opportunity for us.

Our Enterprise Payments segment provides embedded payment and treasury solutions to enterprise customers that modernize legacy platforms and accelerate modern software partners looking to monetize payment components.

We provide solutions for

ISVs, third-party integrators, and merchants that allow for the leveraging of our core payments engine, our automated payables platform or our account ledgering capabilities all via API resources.

We generate revenue primarily from payment processing transactions, and to a lesser extent, from monthly subscription services and other solutions provided to customers.

Additionally, we provide a suite of integrated AP automation solutions businesses to FIs and card networks such as Citibank, Mastercard and Visa, among others.

Alongside CPX as part of the AP suite, Priority acquired the assets of Plastiq Inc.

through its subsidiary Plastiq, Powered by Priority, LLC, a leading B2B payments company, in the third fiscal quarter of 2023, and has helped tens of thousands of businesses improve cash flow with instant access to working capital, while automating and enabling control over all aspects of accounts payable and receivable.

The flagship product, Plastiq Pay, pioneered a way for businesses to pay suppliers by credit card regardless of acceptance as an alternative to expensive, scarce bank loan options.

Plastiq Accept offers an alternative to expensive merchant services, enabling businesses to accept credit cards with no merchant

fees and get paid across any customer touch point, including a website, invoice, checkout process, and in person via QR code.

The Plastiq Connect API suite enables platforms, marketplaces, and ERPs, to expand B2B payment options for payables and receivables in their native customer experience while outsourcing payment execution, risk, and compliance.

Our Enterprise Payments segment provides embedded finance and BaaS solutions to customers that modernize legacy platforms and accelerate modern software partners looking to monetize payment components.

We provide solutions for ISVs, third-party integrators, and merchants that allow for the leveraging of our core payments engine, our automated payables platform or our account ledgering capabilities all via API resources.

We generate revenue primarily from payment processing transactions, and to a lesser extent, from monthly subscription services and other solutions provided to customers and interest income from the permissible investments of the deposits we hold.

Payment processing fees are generated from the ongoing sales of our merchants and are governed by multi-year merchant contracts.

As a result, payment processing fees are highly recurring in nature.

Due to the nature of our strong reseller-centric distribution model and differentiated technology offering, we can drive efficient scale and operating leverage, generating robust margins and profitability.

For the year ended December 31, 2023, we generated revenue of $755.6 million, net loss attributable to common stockholders of $49.1 million and operating income of $81.5 million, compared to revenue of $663.6 million, net loss attributable to common stockholders of $39.0 million and operating income of $56.2 million for the year ended December 31, 2022.

1 unchanged sentence

The payment processing industry provides merchants with credit, debit, gift, loyalty card and other payment processing services, along with related value-added solutions and information services.

The industry continues to grow, driven by wider merchant acceptance, increased use of Electronic Payments and advances in payment technology.

The industry continues to grow, driven by wider merchant acceptance, increased use of Electronic Payments, advances in payment technology and the disruption in banking by fintech providers.

The proliferation of bankcards and the use of other payment technologies has made the acceptance of Electronic Payments through multiple channels a virtual necessity for many businesses to remain competitive.

1 unchanged sentence

Services to the SMB merchant market have been historically characterized by basic payment processing without ready access to more sophisticated technology, value-added solutions, or customer service that are typically offered to large merchants.

To keep up with the changing demands of how consumers wish to pay for goods and services, we believe that SMB merchants increasingly recognize the need for value-added services wrapped around omni-channel payment solutions that are tailored to their specific business needs.

To keep up with the changing demands of how consumers wish to pay for goods and services, we believe SMB merchants and enterprise customers increasingly recognize the need for value-added services wrapped around omni-channel payment solutions that are tailored to their specific business needs.

Key Industry Trends

7 unchanged sentences

however, as mobile technologies continue to proliferate, consumers are making more purchases through mobile browsers and native mobile applications.

We believe this shift represents a significant opportunity given the high growth rates of mobile payments volume, higher fees for card-not-present and cross-border processing and potential for the in-app economy to stimulate and/or alter consumer spending behavior.

We believe this shift represents a significant opportunity given the high growth rates of mobile

payments volume, higher fees for card-not-present and cross-border processing and potential for the in-app economy to stimulate and/or alter consumer spending behavior.

B2B payments is the largest payment market in the U.S.

by volume and presents a significant opportunity for payment providers to capitalize on the conversion of check and paper-based payments to Electronic Payments, including card-based

by volume and presents a significant opportunity for payment providers to capitalize on the conversion of check and paper-based payments to Electronic Payments, including card-based acceptance.

As businesses have increasingly looked to improve efficiency and reduce costs, the electronification of B2B payments has gained momentum.

10 unchanged sentences

We deliver innovative business management products and add-on features that meet the needs of SMBs across different vertical markets.

Additionally, with our embedded finance offerings, we are uniquely positioned to collect, store and send money on behalf of our customers.

Additionally, with our embedded finance offerings and money transmissions licenses in 46 U.S.

states, the District of Columbia and two U.S.

territories, we are uniquely positioned to collect, store, lend and send money on behalf of our customers.

As a result, we believe we are well-positioned to capitalize on the trend towards integrated payments solutions, new technology adoption and value-add service utilization that is underway in the SMB market.

9 unchanged sentences

Growth strategies include:

Organic Growth in our Reseller and Merchant Base

Organic Growth in our Reseller Network and Merchant Base

We expect to grow through our existing reseller network and merchant base by capitalizing on the organic growth of existing merchant volume and reseller merchant portfolios.

1 unchanged sentence

By engaging in a consultative partnership approach, we maintain strong relationships with our reseller partners and continue to exhibit strong merchant adoption and volume growth trends.

Through our resellers, we provide

merchants with full-service acquiring solutions, as well as value-added services and tools to streamline their business processes and enable them to focus on driving same store sales growth.

Through our resellers, we provide merchants with full-service acquiring solutions, as well as value-added services and tools to streamline their business processes and enable them to focus on driving same store sales growth.

Deploy our Embedded Finance Solution to Enterprise Customers

Our Enterprise Payments segment, and its flagship product Priority Passport enables software partners and business platform customers to embed our payments and treasury solutions into their core operating and business systems that deliver a fully automated and digital experience to collect, store and send money for their customers.

Through Passport, Priority delivers a fully embedded finance solution to customers that manages the inflows and outflows, and reconciliation, of all forms of payments (ACH, wire, check, credit and debit) for an infinite number of clients from a single account.

Our Enterprise Payments segment, and its flagship product Passport enables software partners and business platform customers to embed our payments and treasury solutions into their core operating and business systems that deliver a fully automated and digital experience to collect, store, lend and send money for their customers.

The platform today manages over 700,000 active accounts and, through its money transmission licenses in 46 U.S.

states and two U.S.

states, the District of Columbia and two U.S.

territories, handles over $795 million in deposits across a growing number of banking partners.

7 unchanged sentences

We continue to identify and evaluate new, attractive industries where we can deliver differentiated technology-enabled payment solutions that meet merchants' industry-specific needs.

Expand Electronic Payments Share of B2B Transactions with CPX

We have a growing presence in the commercial payments market where we provide curated managed services and AP automation solutions to industry leading FIs and card networks such as Citibank, Mastercard and Visa.

Expand Electronic Payments Share of B2B Transactions with CPX and Plastiq

We have a growing presence in the commercial payments market where we provide curated managed services and AP automation solutions to businesses, FIs and card networks such as Citibank, Mastercard and Visa.

The commercial payments market is the largest and one of the fastest growing payments markets in the U.S.

We are well positioned to capitalize on the shift from check to Electronic Payments, which currently lags the consumer payments market, by eliminating the friction between buyers and suppliers through our industry leading offerings.

We believe this will drive strong growth and profitability.

1 unchanged sentence

With a consistent, long-term goal of maximizing stockholder value, we intend to selectively pursue strategic and tactical acquisitions that meet our established criteria.

We actively seek potential acquisition candidates that exhibit certain attractive attributes including predictable and recurring revenue, a scalable operating model, low capital intensity complementary technology offerings and a strong cultural fit.

technology offerings and a strong cultural fit.

Our operating infrastructure is purpose-built to rapidly and seamlessly consolidate complementary businesses into our ecosystem all while optimizing revenue and cost synergies.

10 unchanged sentences

3) the card networks (Mastercard and Visa);

and 4) large U.S.

banking institutions.

4) large U.S.

banking institutions and 5) other card issuer referral partners.

We support a direct vendor sales model that provides turn-key merchant development, product sales and supplier enablement programs.

By establishing a seamless bridge for buyer-to-supplier (payor-to-provider) payments that is integrated directly to a buyer's payment instruction file to facilitate payments to vendors via all payment types (virtual card, purchase card, ACH +, dynamic discounting), we have established ourselves as one of the top solutions in commercial payments.

Our Plastiq offerings consist of all payment types including wires and checks to the vendors of our customers.

Our Enterprise segment goes to market through integrations with software partners and business platform customers by enabling them to embed our payments and treasury solutions into their core operating and business systems.

Priority’s Passport offering provides those partners with a fully automated, scalable and integrated financial tool to collect, store and send money for their customers.

Passport's offering provides those partners with a fully automated, scalable and integrated financial tool to collect, store, lend and send money for their customers.

Our market strategy has resulted in a merchant base that we believe is diversified across both industries and geographies resulting in, what we believe, is more stable average profitability per merchant.

Only one single reseller relationship contributes more than 10% of total bankcard processing volume, and that one relationship represents approximately 18% of our total bankcard processing volume.

Only one reseller relationship contributes more than 10% of total bankcard processing volume, and such relationship represents approximately 14% of our total bankcard processing volume for the fiscal year ending December 31, 2023.

Security, Disaster Recovery and Back-up Systems

14 unchanged sentences

Processing is a scale-driven business in which many acquirers outsource the processing function to a small number of large processors.

In these partnerships, we serve as a merchant acquirer and enter into processing agreements with payment processors, such as First Data or Global Payments, to assist us in providing front-end and back-end transaction processing services for our merchants.

In these partnerships, we serve as a merchant acquirer and enter into processing agreements with payment processors, such as Fiserv or Global Payments, to assist us in providing front-end and back-end transaction processing services

for our merchants.

These third parties are compensated for their services.

2 unchanged sentences

To register with a card network in the U.S., acquirers must maintain relationships with banks willing to sponsor the merchant acquirer's adherence to the rules and standards of the card networks, or a sponsor bank.

We maintain sponsor bank relationships with Wells Fargo, Synovus Bank, Pueblo Bank, Sutton Bank, Fifth Third Bank and Axiom Bank.

For ACH payments, the Company's ACH network (ACH.com) is sponsored by South State Bank and Fifth Third Bank.

We maintain sponsor bank relationships with Wells Fargo, Synovus Bank, Pueblo Bank and Axiom Bank.

We maintain a card issuing relationship with Sutton Bank.

For ACH payments, the Company's ACH network (ACH.com) is sponsored by South State Bank.

Sponsor bank relationships enable us to route transactions under the sponsor bank's control and identification number (referred to as a BIN for Visa and ICA for Mastercard) across the card networks (or ACH network) to authorize and clear transactions.

1 unchanged sentence

Our thoughtful merchant and reseller underwriting policies combined with our forward-looking transaction monitoring capabilities have enabled us to maintain low credit loss performance.

Our risk management strategies are informed by a team with decades of experience managing merchant acquiring risk operations that are augmented by our rules-based modern systems designed to manage risk at the transaction level.

Our risk management strategies are informed by a team with experience managing merchant acquiring risk operations that are augmented by our rules-based modern systems designed to manage risk at the transaction level.

Initial Underwriting – Central to our risk management process are our front-line underwriting policies that vet all resellers and merchants prior to their contractual arrangements with us.

Our automated risk systems pull:

1) credit bureau reports;

Our automated risk systems access:

1) guarantor information;

2) corporate ownership details;

1 unchanged sentence

and, 4) OFAC and FinCEN information from a variety of integrated databases.

The collected information is delivered to a tenured team of underwriters who conduct any necessary industry checks, financial performance analysis or owner background checks, consistent with our policies.

The collected information is delivered to a team of underwriters who conduct necessary industry checks, financial performance analysis or owner background checks, as applicable and consistent with our policies.

Based upon these results, the underwriting department rejects or approves the merchant or reseller and sets appropriate merchant and reseller reserve requirements which are held by our bank sponsors on our behalf.

Resellers are subject to quarterly and/or annual assessments for financial strength in compliance with our policies and adjustments to reserve levels.

Resellers may be subject to quarterly and/or annual assessments for financial strength in compliance with our policies and adjustments to reserve levels.

The results of our initial merchant underwriting process inform the transaction-level risk limits for volume, average ticket, transaction types and authorization codes that are captured by our CYRIS risk module - a proprietary risk system that monitors and reports transaction risk activity to our risk team.

17 unchanged sentences

and/or 4) legal action.

Acquisitions and Dispositions of Businesses

On November 18, 2022, the Company completed our acquisition of certain assets of Ovvi, LLC.

Ovvi, LLC operated as a SaaS proprietary platform for the restaurant, hospitality and retail industries.

The acquisition will allow the Company to offer point of sale software and hardware systems, comprehensive ancillary services and processing services.

On September 17, 2021, The Company completed our acquisition of Finxera.

Finxera is a provider of deposit account management and licensed money transmission services in the U.S.

The acquisition of Finxera allows the Company to offer clients turn-key merchant services, payment facilitation, card issuing, automated payables, virtual banking, e-wallet tools, risk management, underwriting and compliance on a single platform.

Investments - We use our primary portfolio to provide for the investment of excess funds at acceptable risk levels.

Our portfolio consists primarily of money market accounts at FDIC insured institutions.

Concentration in any one particular financial institution could create operational disruption or put customer funds in excess of FDIC insured limits at risk.

Acquisitions of a Business

On May 23, 2023, Plastiq, Powered by Priority, LLC, a subsidiary of PRTH, entered into an equity and asset purchase agreement with Plastiq, Inc., to acquire substantially all of the assets of Plastiq Inc., including the equity interest in Plastiq Canada, Inc ("Plastiq").

Plastiq is a buyer funded B2B payments platform offering bill pay and instant access to working capital to its customers and will complement the Company's existing supplier-funded B2B payments business.

On May 24, 2023, Plastiq Inc.

filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the U.S.

Bankruptcy Court for the District of Delaware.

The purchase was completed on July 31, 2023, for a total purchase consideration of approximately $37.0 million.

The total purchase consideration included $28.5 million in cash and the remaining consideration is in the nature of deferred or contingent consideration and certain equity interest in the acquiring entity.

The cash consideration for the purchase was funded by borrowings from the Company's revolving credit facility.

Acquisitions for additional information related to the Company's acquisitions.

For information regarding our business disposal, see Note 3.

Disposal of Business .

acquiring industry is highly competitive, with several large processors accounting for the majority of processing volume.

When excluding banks, we ranked 5 th among U.S.

non-bank merchant acquirers, according to the Nilson Report issued in March 2022.

non-bank merchant acquirers, according to the March 2023 Nilson Report.

The concentration at the top of the industry is partly a result of consolidation.

We believe that consolidation has also resulted in many large processors maintaining multiple, inflexible legacy IT systems that are not well-equipped to adjust to changing market requirements.

We believe that the large merchant acquirers whose innovation has been hindered by these redundant, legacy systems risk losing market share to acquirers with more agile and dynamic IT systems, such as Priority.

We believe that the large merchant acquirers whose innovation has been hindered by these redundant legacy systems risk losing market share to acquirers with more agile and dynamic IT systems.

Pricing has historically been the key factor influencing the selection of a merchant acquirer.

9 unchanged sentences

The largest opportunity for acquirers to expand is within the SMB merchant market.

According to the SMB Group, a markets insight firm for SMBs, the majority of SMBs recognize the upside that tech-enabled solutions provide to daily operations and long-term growth potential.

As small businesses increasingly demand integrated solutions tailored to specific business functions or industries, merchant processors are adopting payment-enabled software offerings that combine embedded finance products with core business operating software.

1 unchanged sentence

Through our MX Merchant platform, we are well-positioned to capitalize on the trend towards integrated solutions, new technology adoption and value added-service utilization in the SMB market.

Providing BaaS products is highly competitive.

We face competition from other BaaS providers and banks directly.

We differentiate ourselves to merchants and enterprise customers through our ability to innovate and develop new products and services that offer new payment experiences for customers on our platform.

Our agility, risk management and suite of products within a single platform differentiates us from competitors.

Government Regulation and Payment Network Rules

13 unchanged sentences

1) enable at least two unaffiliated networks on each debit card;

2) prohibit card networks from entering into exclusivity

arrangements;

2) prohibit card networks from entering into exclusivity arrangements;

and 3) restrict the ability of issuers or networks to mandate transaction routing requirements.

10 unchanged sentences

Banking Laws and Regulations

The FFIEC is an interagency body comprised of federal bank and credit union regulators such as the Federal Reserve Board, the FDIC, the National Credit Union Administration, the Office of the Comptroller of the Currency and the Bureau of Consumer Financial Protection.

The FFIEC examines large data processors to identify and mitigate risks associated with systemically significant service providers, including specifically the risks they may pose to the banking industry.

1 unchanged sentence

As a TSP, we are subject to audits by an interagency group consisting of the Federal Reserve System, the FDIC, and the Office of the Comptroller of the Currency.

We also hold money transmission licenses in 46 U.S.

states and two U.S.

Through our subsidiary, Finxera, Inc., we also hold money transmission licenses in 46 U.S.

states, the District of Columbia and two U.S.

Accordingly, we are subject to the applicable laws and regulations and are subject to examinations by state banking regulators.

2 unchanged sentences

These laws and regulations include:

1) the federal Gramm-Leach-Bliley Act of 1999, which applies to a broad range of FIs and to companies that provide services to FIs in the U.S.;

1) the federal Gramm-Leach-Bliley Act of 1999, which applies to a broad range of FIs and to companies

that provide services to FIs in the U.S.;

2) certain health care technology laws, including HIPAA and the Health Information Technology for Economic and Clinical Act;

27 unchanged sentences

We continue to enhance such programs and policies to ensure that our customers do not engage in prohibited transactions with designated countries, individuals or entities.

Telephone Consumer Protection Act

Telephone Consumer Protection Act and Telemarketing Sales Rule

We are subject to the Federal TCPA and various state laws to the extent we place telephone calls and SMS messages to clients and consumers.

The TCPA regulates certain telephone calls and SMS messages placed using automatic telephone dialing systems or artificial or prerecorded voices and can alter the way we do business.

Additionally, as a provider of dedicated accounts in the debt resolution industry, we are also subject to certain requirements of the Telemarketing Sales Rule which requires independence of account administrators and certain prohibitions against advance payment of fees.

We are subject to U.S.

2 unchanged sentences

Other Regulation

The Housing Assistance Tax Act of 2008 requires certain merchant acquiring entities and third-party settlement organizations to provide information returns for each calendar year with respect to payments made in settlement of electronic payment transactions and third-party payment network transactions occurring in that calendar year.

The Tax Act of 2008 requires certain merchant acquiring entities and third-party settlement organizations to provide information returns for each calendar year with respect to payments made in settlement of electronic payment transactions and

third-party payment network transactions occurring in that calendar year.

Reportable transactions are also subject to backup withholding requirements.

The foregoing is not an exhaustive list of the laws, rules and regulations to which we are subject to and the regulatory framework governing our business is changing continuously.

The foregoing is not an exhaustive list of the laws, rules and regulations which we are subject to and the regulatory framework governing our business is changing continuously.

Intellectual Property

4 unchanged sentences

As of December 31, 2023, we employed 983 employees, of which 974 were employed full-time.

We have employees residing throughout the United States and India.

We have employees residing throughout the U.S., Canada and India.

None of our employees are represented by a labor union or covered by a collective bargaining agreement.

3 unchanged sentences

We require a mandatory online training curriculum for our employees that includes annual anti-harassment and anti-discrimination training.

Well-being and Safety during COVID-19 Pandemic

The success of our business is connected to the well-being of our employees.

Accordingly, we are committed to the health, safety and wellness of our employees.

In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest of our employees and the communities in which we operate.

This included enabling all of our employees to seamlessly shift to work from home.

Over the past few years, we have made investments in our operating environments and technology that support day-to-day execution by employees working from home which allowed for the smooth transition.

Additional health and safety measures have been implemented for employees who have elected to work within office locations.

Inclusion and Diversity

4 unchanged sentences

Availability of Filings

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are made available free of charge on our internet website at www.prth.com, as soon as reasonably practicable after we have electronically filed the material with, or furnished it to the SEC.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are made available free of charge on our internet website at www.prioritycommerce.com, as soon as reasonably practicable after we have electronically filed the material with, or furnished it to the SEC.

The SEC maintains an internet site that contains our reports, proxy and information statements and our other SEC filings.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business