Overview of the Company
−Removed: Priority is a payments and banking fintech that streamlines collecting, storing, lending and sending money through its innovative commerce engine (the “Priority Commerce Engine” or “PCE”) to unlock revenue opportunities and generate operational success for businesses.
−Removed: Our mission is to provide a personalized financial toolset to accelerate cashflow and optimize working capital for our customers by providing merchant services, payables and banking & treasury solutions.
+Added: Priority a payments and banking fintech purpose-built to collect, store, lend and send money with a connected commerce engine that combines full-service merchant acquiring for accounts receivable, complete automated payables tools for bill payment, and sophisticated treasury management solutions to accelerate cash flow and optimize working capital for its customers.
Priority operates at scale across three primary business segments:
−Removed: SMB Acquiring, B2B Payables and Enterprise Payments and is presently serving approximat ely 1.2 million customer accounts processing over $130.0 billion in annual transaction activity while administering approximately $1.2 billion dollars in account balances.
−Removed: The Priority Commerce Engine serves enterprise grade independent software vendors (ISV's), as well as discrete institutional and SMB customers across all major sectors of the U.S.
+Added: Merchant Solutions, Payables and Treasury Solutions and is presently serving approximat ely 1.8 million customer accounts processing approximately $150.0 billion in annual transaction activity while administering approximately $1.7 billion dollars in account balances.
+Added: The Priority Commerce Engine serves enterprise grade independent software vendors (ISV's), as well as discrete institutional and Merchant Solutions customers across all major sectors of the U.S.
economy including Retail, Hospitality, Healthcare, Real Estate, Government, Utility, Ed ucation, Non-Profit, Business-to-Business, Professional Services and Financial Institutions.
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Highly configurable and easy to use, the Priority Commerce Engine enables financial agility and operational stability for today’s fastest-growing enterprises.
−Removed: Priority was established in 2005 and has grown from a founder-financed technology startup with a mission to build an institutional caliber enterprise to advance the convergenc e of software and payments to become the 6th largest non-bank merchant acquirer in the U.S.
+Added: Priority was established in 2005 and has grown from a founder-financed technology startup with a mission to build an institutional caliber commerce engine to advance the convergenc e of software and payments to become the 5th largest non-bank merchant acquirer (after considering the merger of Global Payments and Worldpay) in the U.S.
by volume, according to the Nilson Report issued in March 2025.
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Hicksville, NY;
−Removed: Nashville,TN;
Chattanooga, TN;
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and Chandigarh, India.
−Removed: 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.
+Added: Priority delivers value to its partners by leveraging its payments and embedded finance technology to deliver solutions that power modern commerce for SMB and enterprise software and business partners.
We handle the complexities of payments and embedded finance to allow partners to focus on their core business objectives.
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Our growth has been underpinned by three key strengths:
−Removed: 1) market leading proprietary product platforms in SMB, B2B and Enterprise Payments verticals;
+Added: 1) market leading proprietary product platforms in Merchant Solutions, Payables and Treasury Solutions verticals;
2) focused distribution engines dedicated to helping partners monetize their merchant payment networks;
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Priority's solutions are delivered via internally developed payment applications and services to customers in the following business segments:
−Removed: • SMB Payments :
+Added: • Merchant 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.
−Removed: • B2B Payments :
Provides market-leading AP automation solutions to corporations, software partners and industry leading FIs (including Citibank, Visa and Mastercard) in addition to improving cash flows by providing instant access to working capital.
−Removed: • Enterprise Payments :
+Added: • Treasury Solutions :
Provides embedded finance and BaaS solutions to customers to modernize legacy platforms and accelerate software partners' strategies to monetize payments.
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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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: MX Connect provides our Merchant Solutions 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.
+Added: The result is a smooth merchant activation onto our flagship consumer payments offering, MX Merchant, which provides core processing and business solutions to Merchant Solutions clients.
+Added: 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 Payables and ACH.com, among others.
This comprehensive suite of solutions enables merchants to 1) identify key consumer trends in their businesses;
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We believe that our strong retention, coupled with consistent merchant onboarding, have resulted in strong processing volume and revenue growth.
−Removed: In addition to our SMB offering, we have diversified our source of revenues through our growing presence in the B2B market.
+Added: In addition to our Merchant Solutions offering, we have diversified our source of revenues through our growing presence in the Payables market.
We provide automated AP offerings to our enterprise clients and financial institutions through our CPX platform.
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Alongside CPX as part of the AP suite, Priority acquired the assets of Plastiq Inc.
−Removed: 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
−Removed: businesses improve cash flow with instant access to working capital, while automating and enabling control over all aspects of accounts payable and receivable.
+Added: through its subsidiary Plastiq, Powered by Priority, LLC, a leading Payables company, in the third fiscal quarter of 2023, and has helped tens of thousands of businesses
+Added: 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.
−Removed: 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.
−Removed: 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.
+Added: The Plastiq Connect API suite enables platforms, marketplaces, and ERPs, to expand Payables payment options for payables and receivables in their native customer experience while outsourcing payment execution, risk, and compliance.
+Added: Our Treasury Solutions 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.
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As a result, payment processing fees are highly recurring in nature.
−Removed: For the year ended December 31, 2024, we generated revenue of $879.7 million, net loss attributable to common shareholders of $24.0 million and operating income of $133.4 million, compared to revenue of $755.6 million, net loss attributable to common shareholders of $49.1 million and operating income of $81.5 million for the year ended December 31, 2023.
+Added: For the year ended December 31, 2025, we generated revenue of $953.0 million, net income attributable to common stockholders of $55.7 million and operating income of $141.2 million, compared to revenue of $879.7 million, net loss attributable to common stockholders of $24.0 million and operating income of $133.4 million for the year ended December 31, 2024.
Industry Overview
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The increased use and acceptance of bankcards and the availability of more sophisticated products and services has resulted in a highly competitive, specialized industry.
−Removed: 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.
+Added: Services to the SMB 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 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.
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• Convergence of Payments and Embedded Finance Solutions – As consumer behavior shifted during the COVID-19 pandemic, the scale of disruption grew dramatically and we believe the speed of change will continue to rise.
−Removed: The appetite of both merchants and consumers for new alternatives to traditional payment options remains top of mind and big tech companies, fintechs, challenger banks and other non-bank entrants are driving market disruption by offering
−Removed: customers better user experiences at lower prices.
+Added: The appetite of both merchants and consumers for new alternatives to traditional payment options remains top of mind and
+Added: big tech companies, fintechs, challenger banks and other non-bank entrants are driving market disruption by offering customers better user experiences at lower prices.
The continued displacement of cash and checks over the next several years, helped along by customers' adoption of digital shopping and fueled by their desire to avoid contact with physical infrastructure and objects, continues to create even more opportunities for disruption in payments.
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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.
−Removed: B2B Payments is the largest payment market in the U.S.
−Removed: 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.
−Removed: As businesses have increasingly looked to improve efficiency and reduce costs, the electronification of B2B Payments has gained momentum.
−Removed: Enterprise Payments and BaaS is the integration of financial services, like payments, lending, or banking services, into non-financial offerings.
+Added: Treasury Solutions and BaaS is the integration of financial services, like payments, lending, or banking services, into non-financial offerings.
This embedded finance capability allows customers to access financial services seamlessly through applications they already utilize.
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The strengths of our technology offering are manifested in the fact that we maintain ownership of merchant contracts, with most reseller contracts including strong non-solicit and portability restrictions.
−Removed: • Comprehensive Suite of Payment Solutions – We offer a comprehensive and differentiated suite of traditional and emerging payment products and services that enables SMBs to address their payment needs through one provider.
+Added: • Comprehensive Suite of Payment Solutions – We offer a comprehensive and differentiated suite of traditional and emerging payment products and services that enables SMB to address their payment needs through one provider.
Our purpose-built proprietary technology provides technology-enabled payment acceptance and business management solutions to merchants, enterprises and ISVs.
We provide a payment processing platform that allows merchants to accept Electronic Payments (e.g., credit cards, debit cards, and ACH) at the POS, online, and via mobile payment technologies.
−Removed: We deliver innovative business management products and add-on features that meet the needs of SMBs across different vertical markets.
+Added: We deliver innovative business management products and add-on features that meet the needs of SMB across different vertical markets.
Additionally, with our embedded finance offerings and money transmissions licenses in forty six U.S.
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• Highly Scalable Business Model with Operating Leverage – As a result of thoughtful investments in our technology, we have developed robust and differentiated infrastructure that has enabled us to scale in a cost-efficient manner.
−Removed: Our operating efficiency supports a low capital expenditure environment to develop product enhancements that drive organic growth across our SMB, B2B and Enterprise payment ecosystems, as well as attract both reselling partners and enterprise clients looking for best-in-class solutions.
+Added: Our operating efficiency supports a low capital expenditure environment to develop product enhancements that drive organic growth across our Merchant Solutions, Payables and Treasury Solutions payment ecosystems, as well as attract both reselling partners and enterprise clients looking for best-in-class solutions.
By creating a cost-efficient environment that facilitates the combination of ongoing product innovation to drive organic growth and stable cash flow to fund acquisitions, we anticipate ongoing economies of scale and increased margins over time.
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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.
−Removed: Deploy our Embedded Finance Solution to Enterprise Customers
−Removed: Our Enterprise Payments segment, enables software partners and business platform customers to embed our banking 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.
+Added: Deploy our Embedded Finance Solution to Treasury Solutions Customers
+Added: Our Treasury Solutions segment, enables software partners and business platform customers to embed our banking 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.
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 any number of clients from a single account.
−Removed: The platform today manages over 930,000 active accounts and, through its money transmission licenses in forty six U.S.
+Added: The platform today manages over 1.1 million active accounts and, through its money transmission licenses in forty six U.S.
states, the District of Columbia and two U.S.
−Removed: territories, handles over $945.0 million in deposits across a growing number of banking partners.
+Added: territories, handles over $1.2 billion in deposits across a growing number of banking partners.
This segment is quickly growing as marketplaces, gig economy platforms, software partners, and legacy business platforms are incorporating features of payment processing and embedded finance services into their customer experience and enhance their offering.
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We continue to identify and evaluate new, attractive industries where we can deliver differentiated technology-enabled payment solutions that meet merchants' industry-specific needs.
−Removed: Expand Electronic Payments Share of B2B Transactions with CPX and Plastiq
+Added: Expand Electronic Payments Share of Payables 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.
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Accretive Acquisitions
−Removed: With a consistent, long-term goal of maximizing shareholder value, we intend to selectively pursue strategic and tactical acquisitions that meet our established criteria.
−Removed: 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.
+Added: With a consistent, long-term goal of maximizing stockholder value, we intend to selectively pursue strategic and tactical acquisitions that meet our established criteria.
+Added: We actively seek potential acquisition candidates that exhibit certain attractive attributes including predictable and recurring revenue, a scalable operating model, low capital intensity, complementary
+Added: 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.
Sales and Distribution
−Removed: We reach our SMB segment through three primary sales channels:
+Added: We reach our Merchant Solutions segment through three primary sales channels:
1) ISOs (Retail and Wholesale) and Agents;
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This separate solution increases our ability to retain the merchant if the ISO were to leave the Company.
−Removed: Our B2B segment obtains its partner clients through:
+Added: Our Payables segment obtains its partner clients through:
1) direct sales initiatives;
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Our Plastiq offerings consist of all payment types including wires and checks to the vendors of our customers.
−Removed: 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.
+Added: Our Treasury Solutions 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 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.
−Removed: Only one reseller relationship contributes more than 10% of total bankcard processing volume, and such relationship represents approximately 10.6% of our total bankcard processing volume for the fiscal year ending December 31, 2024.
Third-party Processors and Sponsor Banks
−Removed: We partner with various vendors in the payments value chain, most notably processors and sponsor banks which sit between us (the merchant acquirer) and the card networks, to assist us in providing payment processing services to merchant clients.
+Added: We partner with various vendors in the payments value chain, most notably processors and sponsor banks which sit between us (the merchant acquirer) and the card networks, to assist in providing payment processing services to merchant clients.
Processing is a scale-driven business in which many acquirers outsource the processing function to a small number of large processors.
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Our proprietary ledgering technology enables us to store customer funds in uniquely identifiable accounts in order to position customer deposits for pass through FDIC insurance eligibility.
−Removed: Customer deposits may placed throughout our banking partner portfolio to maximize pass through FDIC insurance coverage.
+Added: Customer deposits may be placed throughout our banking partner portfolio to maximize pass through FDIC insurance coverage.
Risk Management
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When excluding banks, we ranked 5 th among U.S.
−Removed: non-bank merchant acquirers, according to the March 2024 Nilson Report.
+Added: non-bank merchant acquirers (after considering the merger of Global Payments and Worldpay), according to the March 2025 Nilson Report.
The concentration at the top of the industry is partly a result of consolidation.
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High quality customer service further differentiates providers as this helps to reduce attrition.
−Removed: Other competitive factors that set acquirers apart include:
+Added: Competitive factors other than pricing include:
1) breadth of product offerings;
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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.
−Removed: By subsisting within SMB's critical business software, processors are able to improve economic results through better merchant retention and higher processing margins.
+Added: By subsisting within Merchant Solutions' critical business software, processors are able to improve economic results through better merchant retention and higher processing margins.
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.
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citizens and entities with respect to transactions by U.S.
−Removed: persons with specified countries and individuals and entities identified on OFAC's Specially Designated Nationals list (for example, individuals and companies owned or controlled by, or acting for or on behalf of, countries subject to certain economic and trade sanctions, as well as terrorists, terrorist organizations and narcotics traffickers identified by OFAC under programs that are not country specific).
+Added: persons with specified countries and individuals and entities identified on OFAC's Specially Designated Nationals list (for example, individuals and companies owned or controlled by, or acting for or on behalf of, countries subject to certain economic and trade sanctions, as well as terrorists, terrorist organizations and narcotics traffickers identified by OFAC under programs that are not
+Added: country specific).
Similar anti-money laundering, counter-terrorist financing and proceeds of crime laws apply to movements of currency and payments through electronic transactions and to dealings with persons specified on lists maintained by organizations similar to OFAC in several other countries and which may impose specific data retention obligations or prohibitions on intermediaries in the payment process.
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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.