What changed in this filing

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Item 1. Financial Statements

2026-05-11 compared with 2025-11-06 · 252 added, 453 removed, 513 unchanged (58% of the section changed)

Financial Statements

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current assets:

14 unchanged sentences

Total assets $ 2,466,206 $ 2,398,804

Liabilities, Stockholders' Deficit and NCI

Liabilities, Stockholders' Deficit and Non-controlling interest

Current liabilities:

12 unchanged sentences

100,000,000 shares authorized;

0 issued or outstanding at September 30, 2025 and December 31, 2024

0 issued or outstanding at March 31, 2026 and December 31, 2025

Common Stock, $ 0.001 par value;

1,000,000,000 shares authorized;

86,531,692 and 81,866,711 shares issued at September 30, 2025 and December 31, 2024, respectively;

and 81,821,303 and 77,479,908 shares outstanding at September 30, 2025 and December 31, 2024, respectively

Treasury stock at cost, 4,710,389 and 4,386,803 shares at September 30, 2025 and December 31, 2024, respectively

87,200,122 and 86,639,593 shares issued at March 31, 2026 and December 31, 2025, respectively;

and 82,301,383 and 81,907,304 shares outstanding at March 31, 2026 and December 31, 2025, respectively

Treasury stock at cost, 4,898,739 and 4,732,289 shares at March 31, 2026 and December 31, 2025, respectively

( 23,643 ) ( 22,759 )

5 unchanged sentences

Total stockholders' deficit ( 81,836 ) ( 92,372 )

Total liabilities, stockholders' deficit and NCI $ 2,217,132 $ 1,826,860

Total liabilities, stockholders' deficit and Non-controlling interest $ 2,466,206 $ 2,398,804

See Notes to Unaudited Consolidated Financial Statements.

Priority Technology Holdings, Inc .

Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss)

(in thousands, except per share amounts)

Three Months Ended September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Unaudited Consolidated Statements of Operations and Comprehensive Income

(in thousands, except per share data)

Three Months Ended

Revenues $ 249,558 $ 224,630

6 unchanged sentences

Operating income 33,390 32,625

Other (expense) income

Other expense

Interest expense ( 21,016 ) ( 23,176 )

3 unchanged sentences

Income before income taxes 13,406 10,518

Income tax (benefit) expense ( 20,201 ) 4,899 ( 13,528 ) 9,996

Net income 27,588 10,608 46,735 16,795

Dividends and accretion attributable to redeemable senior preferred stockholders — ( 5,121 ) — ( 36,348 )

Return on redeemable NCI — — — ( 639 )

Net income (loss) attributable to common stockholders 27,588 5,487 46,735 ( 20,192 )

Other comprehensive income (loss)

Income tax expense 3,646 2,250

Net income attributable to common stockholders 9,760 8,268

Other comprehensive income

Foreign currency translation adjustments ( 353 ) 43

Comprehensive income (loss) $ 27,309 $ 5,459 $ 46,716 $ ( 20,229 )

Earnings (loss) per common share:

Comprehensive income $ 9,407 $ 8,311

Earnings per common share:

Basic $ 0.12 $ 0.10

3 unchanged sentences

Diluted 83,647 79,857

See Notes to Unaudited Consolidated Financial Statement

See Notes to Unaudited Consolidated Financial Statements.

Priority Technology Holdings, Inc.

8 unchanged sentences

Shares withheld for taxes ( 167 ) — 167 ( 884 ) — — — ( 884 ) — ( 884 )

Exercise of stock options 16 — — — 110 — — 110 — 110

Exercise of warrants 1,804 2 — — ( 2 ) — — — — —

Issuance of profit interests in subsidiaries — — — — — — — — 36 36

2 unchanged sentences

March 31, 2026 82,301 $ 82 4,899 $ ( 23,643 ) $ 15,902 $ ( 563 ) $ ( 81,693 ) $ ( 89,915 ) $ 8,079 $ ( 81,836 )

Equity-classified stock-based compensation — — — — 1,625 — — 1,625 — 1,625

Vesting of stock awards and ESPP purchases 270 — — — 111 — — 111 — 111

Shares withheld for taxes ( 118 ) — 118 ( 844 ) — — — ( 844 ) — ( 844 )

Exercise of stock options 34 — — — 224 — — 224 — 224

Issuance of profit interests in subsidiaries — — — — — — — — 79 79

Foreign currency translation adjustment — — — — — 217 — 217 — 217

Net income — — — — — — 10,879 10,879 — 10,879

June 30, 2025 79,898 $ 80 4,626 $ ( 21,921 ) $ 3,629 $ 84 $ ( 127,987 ) $ ( 146,115 ) $ 1,981 $ ( 144,134 )

Equity-classified stock-based compensation — — — — 1,227 — — 1,227 — 1,227

Vesting of stock awards and ESPP purchases 231 — — — 103 — — 103 — 103

Shares withheld for taxes ( 84 ) — 84 ( 692 ) — — — ( 692 ) — ( 692 )

Shares issued as part of Boom asset purchase 1,766 2 — — 13,459 — — 13,461 — 13,461

Exercise of stock options 10 — — — 79 — — 79 — 79

Plastiq NCI repurchase — — — — ( 5,670 ) — — ( 5,670 ) ( 330 ) ( 6,000 )

Issuance of profit interests in subsidiaries — — — — — — — — 133 133

Foreign currency translation adjustment — — — — — ( 279 ) — ( 279 ) — ( 279 )

Net income — — — — — — 27,588 27,588 — 27,588

September 30, 2025 81,821 $ 82 4,710 $ ( 22,613 ) $ 12,827 $ ( 195 ) $ ( 100,399 ) $ ( 110,298 ) $ 1,784 $ ( 108,514 )

Priority Technology Holdings, Inc.

Unaudited Consolidated Statements of Changes in Stockholders' Deficit and Non-Controlling Interest

(in thousands)

Stock Treasury

5 unchanged sentences

Shares withheld for taxes ( 122 ) — 122 ( 1,470 ) — — — ( 1,470 ) — ( 1,470 )

Exchange for PHOT redeemable NCI ( 1,428 ) ( 1 ) 1,428 ( 5,255 ) ( 581 ) — — ( 5,837 ) — ( 5,837 )

Dividends on redeemable senior preferred stock — — — — ( 11,821 ) — — ( 11,821 ) — ( 11,821 )

Accretion of redeemable senior preferred stock — — — — ( 841 ) — — ( 841 ) — ( 841 )

Issuance of profit interests/common equity in subsidiaries — — — — — — — — 93 93

Exercise of stock options 16 — — — 110 — — 110 — 110

Exercise of warrants 1,804 2 — — ( 2 ) — — — — —

Issuance of profit interests in subsidiaries — — — — — — — — 87 87

Foreign currency translation adjustment — — — — — 43 — 43 — 43

Reclassification of negative additional paid in capital — — — — 11,654 — ( 11,654 ) — — —

Net income — — — — — — 8,268 8,268 — 8,268

March 31, 2025 79,712 $ 80 4,508 $ ( 21,077 ) $ 1,669 $ ( 133 ) $ ( 138,866 ) $ ( 158,327 ) $ 1,902 $ ( 156,425 )

Equity-classified stock-based compensation — — — — 1,744 — — 1,744 — 1,744

Vesting of stock awards and ESPP purchases 190 — — — 60 — — 60 — 60

Shares withheld for taxes ( 57 ) — 57 ( 182 ) — — — ( 182 ) — ( 182 )

Redemption of PHOT redeemable NCI — — — — 3,765 — — 3,765 — 3,765

Return on PHOT redeemable NCI — — — — ( 58 ) — — ( 58 ) ( 58 )

Dividends on redeemable senior preferred stock — — — — ( 8,426 ) — — ( 8,426 ) — ( 8,426 )

Accretion of redeemable senior preferred stock — — — — ( 10,139 ) — — ( 10,139 ) — ( 10,139 )

Issuance of profit interests/ common equity in subsidiaries — — — — — — — — 85 85

Foreign currency translation adjustment — — — — — 4 — 4 — 4

Reclassification of negative additional paid-in capital — — — — 13,054 — ( 13,054 ) — — —

Net income — — — — — — 994 994 — 994

June 30, 2024 75,968 $ 76 4,240 $ ( 18,673 ) $ — $ ( 38 ) $ ( 153,472 ) $ ( 172,107 ) $ 1,832 $ ( 170,275 )

Priority Technology Holdings, Inc.

Unaudited Consolidated Statements of Changes in Stockholders' Deficit and Non-Controlling Interest

(in thousands)

Stock Treasury

Stock APIC AOCI Accumulated Deficit Deficit Attributable to Stockholders NCIs Total

Shares $ Shares $

June 30, 2024 75,968 $ 76 4,240 $ ( 18,673 ) $ — $ ( 38 ) $ ( 153,472 ) $ ( 172,107 ) $ 1,832 $ ( 170,275 )

Equity-classified stock-based compensation — — — — 1,358 — — 1,358 — 1,358

Vesting of stock awards and ESPP purchases 419 — — — 56 — — 56 — 56

Shares withheld for taxes ( 108 ) — 108 ( 605 ) — — — ( 605 ) — ( 605 )

PHOT share issuance 813 1 — — — — — 1 — 1

Dividends on redeemable senior preferred stock — — — — ( 4,786 ) — — ( 4,786 ) — ( 4,786 )

Accretion of redeemable senior preferred stock — — — — ( 335 ) — — ( 335 ) — ( 335 )

Issuance of profit interests/common equity in subsidiaries — — — — — — — — 58 58

Foreign currency translation adjustment — — — — — ( 28 ) — ( 28 ) — ( 28 )

Reclassification of negative additional paid-in capital — — — — 3,707 — ( 3,707 ) — — —

Net loss — — — — — — 10,608 10,608 — 10,608

September 30, 2024 77,092 77 4,348 ( 19,278 ) — ( 66 ) ( 146,571 ) ( 165,838 ) 1,890 ( 163,948 )

See Notes to Unaudited Consolidated Financial Statements.

Priority Technology Holdings, Inc .

1 unchanged sentence

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

2 unchanged sentences

Depreciation and amortization of assets 17,615 13,777

Stock-based compensation 7,119 4,878

Stock-based compensation, ESPP, and incentive units compensation 2,088 1,586

Amortization of debt issuance costs and discounts 467 434

1 unchanged sentence

Deferred income tax ( 752 ) ( 2,236 )

Change in deferred consideration 2,449 3,280

Bargain purchase gain ( 3,506 ) —

Change in contingent consideration 428 1,006

Other non-cash items, net ( 204 ) ( 20 )

2 unchanged sentences

Prepaid expenses and other current assets ( 2,991 ) ( 73 )

Income taxes (receivable) payable ( 7,669 ) ( 3,000 )

Notes receivable — ( 883 )

Income taxes 4,188 4,429

Accounts payable and accrued expenses ( 11,743 ) ( 8,777 )

Accrued residuals commissions 1,118 —

Accrued residual commissions 3,095 2,981

Customer deposits and advance payments 756 260

Other noncurrent assets and liabilities, net ( 7 ) ( 5,998 )

Other assets, net ( 15 ) 548

Other liabilities, net ( 1,606 ) ( 83 )

Net cash provided by operating activities 23,839 9,956

Cash flows from investing activities:

Acquisition of businesses, net of cash acquired ( 77,369 ) —

Acquisition of business, net of cash acquired — ( 4,473 )

Additions to property, equipment and software ( 5,523 ) ( 5,095 )

Notes receivable, net ( 5,060 ) ( 216 )

Acquisitions of assets and other investing activities ( 50,517 ) ( 7,474 )

Net cash used in investing activities ( 151,898 ) ( 24,734 )

Notes receivable, net (see Note 5 )

( 8,059 ) ( 147 )

Short-term investments 25,000 —

Net cash provided by/(used in) investing activities 11,418 ( 9,715 )

Cash flows from financing activities:

Proceeds from issuance of long-term debt, net of issue discount 1,019,714 830,200

Proceeds from issuance of long-term debt 6,800 —

Debt issuance and modification costs paid — ( 40 )

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

Redemption of PHOT redeemable NCI — ( 2,130 )

Repurchases of shares withheld for taxes ( 3,006 ) ( 1,208 )

Redemption of senior preferred stock — ( 136,936 )

Redemption of accumulated unpaid dividend on redeemable senior preferred stock — ( 30,819 )

Dividends paid to redeemable senior preferred stockholders — ( 22,099 )

Shares withheld for taxes ( 884 ) ( 1,470 )

Proceeds from exercise of stock options — 110

Settlement obligations, net 64,981 59,060

Payment of deferred/contingent consideration related to business combination ( 19,756 ) ( 4,996 )

NCI repurchase ( 6,000 ) —

Payment of deferred/contingent consideration ( 80 ) ( 400 )

Net cash provided by financing activities 70,626 47,260

Net change in cash and cash equivalents and restricted cash:

Priority Technology Holdings, Inc .

Unaudited Consolidated Statements of Cash Flows

(in thousands)

Nine Months Ended September 30,

Net increase in cash and cash equivalents, and restricted cash 105,883 47,501

3 unchanged sentences

Cash and cash equivalents $ 92,152 $ 47,587

Priority Technology Holdings, Inc .

Unaudited Consolidated Statements of Cash Flows

(in thousands)

Three Months Ended March 31,

Restricted cash 16,403 11,490

4 unchanged sentences

Cash paid for interest $ 20,125 $ 21,471

Cash paid for income taxes, net of refunds $ 105 $ 31

Non-cash investing and financing activities:

Acquisition of intangible asset $ — $ ( 5,751 )

Measurement period adjustment to purchase price $ — $ 12

Cash portion of dividend payable for redeemable senior preferred stock (1)

Common stock issued for Boom Commerce asset purchase $ 13,461 $ —

Deferred consideration accrual $ — $ 6,500

Foreign currency adjustment to goodwill and intangibles $ 149 $ 62

Deferred/contingent consideration $ 8,824 $ —

See Notes to Unaudited Consolidated Statements

See Notes to Unaudited Consolidated Financial Statements.

Priority Technology Holdings, Inc.

3 unchanged sentences

Priority Technology Holdings, Inc.

is a holding company with no material operations of its own.

Priority Technology Holdings, Inc.

and its consolidated subsidiaries are referred to herein collectively as "Priority," the "Company," "we," "our" or "us," unless the context requires otherwise.

Priority is the payments and banking solution that enables businesses to collect, store, lend and send funds through a unified commerce engine.

Our platform combines payables, merchant solutions, and treasury solutions so leaders can streamline financial operations efficiently — and our innovative industry experts help businesses navigate and build momentum on the path to growth.

With the Priority Commerce Engine, leaders can accelerate cash flow, optimize working capital, reduce unnecessary costs, and unlock new revenue opportunities.

Priority is 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 tool for bill payment, and sophisticated treasury management solutions to accelerate cash flow and optimize working capital for its customers.

The Company operates on a calendar year ending each December 31 and reports quarterly results on four calendar quarters ending on March 31, June 30, September 30 and December 31 of each year.

3 unchanged sentences

These Unaudited Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information pursuant to the rules and regulations of the SEC.

The Consolidated Balance Sheet as of December 31, 2024 was derived from the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 but does not include all disclosures required by GAAP for annual financial statements.

The Consolidated Balance Sheet as of December 31, 2025 was derived from the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 but does not include all disclosures required by GAAP for annual consolidated financial statements.

NCI represents the equity interest in certain consolidated entities in which the Company owns less than 100% of the profit interests.

Changes in the Company's ownership interest while the Company retains its controlling interest are accounted for as equity transactions.

As of September 30, 2025, there was no income attributable to NCI in accordance with the applicable operating agreements.

As of March 31, 2026, there was no income attributable to NCI in accordance with the applicable operating agreements.

In the opinion of the Company's management, all known adjustments necessary for a fair presentation of the Unaudited Consolidated Financial Statements for interim periods have been made.

2 unchanged sentences

Certain amounts from prior periods have been reclassified to conform to the current period’s presentation.

The effect of these reclassifications on the Company’s previously reported consolidated financial statements was not material.

The effect of these reclassifications on our company’s previously reported consolidated financial statements was not material.

Segment Renaming

The Company renamed it's segments to align with the services offered.

During the year ended December 31, 2025, the Company renamed its segments to align with the services offered.

SMB Payments was renamed to Merchant Solutions, B2B Payments was renamed to Payables and Enterprise Payments was renamed to Treasury Solutions.

6 unchanged sentences

The Company's reporting currency is the U.S.

The functional currency of the Indian subsidiary of the Company is the Indian Rupee (i.e.

local currency of Republic of India).

The functional currency of the Canadian subsidiaries of the Company is

the Canadian Dollar.

The functional currency of the Indian subsidiary of the Company is the Indian Rupee.

The functional currency of the Canadian subsidiaries of the Company is the Canadian Dollar.

Accordingly, assets and liabilities denominated in a foreign currency are translated into U.S.

dollars at the current exchange rate on the last day of the reporting period.

dollars at the current exchange rate on the last day of

the reporting period.

Revenues and expenses are translated using the average exchange rate in effect during the reporting period.

Translation adjustments are reported as a component of accumulated other comprehensive income (loss).

Deferred Consideration

The deferred considerations related to acquisitions are recorded at the fair value on the date of the acquisition and accreted to their redemption value through interest expense.

Amounts due within 12 months under the terms of the agreement are classified as current within the Consolidated Unaudited Balance Sheets.

Translation adjustments are reported as a component of accumulated other comprehensive income.

Allowance for Expected Losses

A reconciliation of the beginning and ending amount of allowance for expected losses is as follows:

(in thousands) Accounts Receivables Settlement assets

Balance at January 1, 2025 $ ( 3,045 ) $ ( 7,936 )

(in thousands) Accounts receivable Settlement assets

Balance at December 31, 2025 $ ( 6,297 ) $ ( 7,069 )

Charge-offs (recoveries), net 457 4,177

Provision ( 377 ) ( 2,329 )

Reclassification ( 1,509 ) 1,509

Balance at September 30, 2025 $ ( 5,637 ) $ ( 9,395 )

Balance at March 31, 2026 $ ( 6,217 ) $ ( 5,221 )

The Company has elected not to measure expected losses for accrued interest on notes receivable but instead recognize losses for accrued interest within the period losses are incurred.

Recently Issued Accounting Standards

Profit Interest ASU 2024-01

In March 2024, the FASB issued ASU 2024-01, Profit Interest and Similar Awards ("ASU 2024-01"), to improve GAAP by adding an illustrative example to demonstrate how an entity should apply the scope in paragraph 718-10-15-3 to determine whether profit interest and similar awards should be accounted for in accordance with Topic 718, Compensation- Stock Compensation.

This guidance is effective for annual and interim periods beginning after December 15, 2024.

Adoption of this standard did not have any significant impact on results of operations, financial position or cash flows.

Income Taxes ASU 2023-09

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvement to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures.

The guidance includes improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid.

This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

This guidance is expected to only impact the disclosures with no impact on the results of operations, financial position or cash flows.

Recently Adopted Accounting Standards

Measurement of Credit Losses for Accounts Receivable and Contract Assets ASU 2025-05

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326) ("ASU 2025-05") providing a practical expedient when estimating expected credit losses which assumes current conditions as of the balance sheet date do not change for the remaining life of the accounts receivable and contract asset.

The ASU is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

Adoption of this standard did not have any material impact on results of operations, financial position, cash flows or disclosures.

Recently Issued Accounting Standards Pending Adoption

Disaggregation of Income Statement Expenses ASU 2024-03

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03") requiring additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included on the face of the income statement.

The ASU is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027.

adoption is permitted.

The ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company will adopt this guidance for the year ended December 31, 2027.

2 unchanged sentences

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) ("ASU 2025-06") for targeted improvements to the accounting for internal-use software.

The amendments updates guidance to consider different methods of software development, updating the requirements for capitalization of software costs.

This ASU is effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The amendment updates guidance to consider different methods of software development, updating the requirements for capitalization of software costs.

This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the impact this ASU will have on its consolidated financial statements.

On January 21, 2025, Priority’s wholly owned subsidiary, Priority Canada Acquisition Company, Inc.

(the "acquiring entity"), acquired 100 % of the equity interest in Payslate Inc.

Interim Reporting ASU 2025-11

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) ("ASU 2025-11") provides clarity about the current requirements for a comprehensive list of interim disclosures and also requires the Company to disclose events since the end of the last annual reporting period which have a material impact on the Company.

This ASU is effective for interim

reporting periods within annual reporting periods beginning after December 15, 2027 and early adoption is permitted.

The Company is currently evaluating the impact this ASU will have on its interim consolidated financial statements and disclosures.

Acquisitions that occurred in prior years

On January 21, 2025, Priority’s wholly owned subsidiary, Priority Canada Acquisition Company, Inc., acquired 100 % of the equity interest in Payslate Inc.

(Canada), and its subsidiary Rentmoola Payment Solutions Ltd (United Kingdom) (jointly referred as "Letus business").

6 unchanged sentences

Any amount remaining but unpaid will be paid in full by January 21, 2030.

The Company will accrete interest expense on the deferred consideration throughout the period, which was $ 0.1 million and $ 0.3 million for the three and nine months ended September 30, 2025, respectively.

As of September 30, 2025, total deferred consideration was $ 4.5 million, $ 0.7 million included in accounts payable and accrued expenses and $ 3.8 million included in noncurrent liabilities on the Unaudited Consolidated Balance Sheets.

Results for the Letus business since the acquisition are included within the Treasury Solutions segment, which includes $ 0.2 million and $ 0.6 million in revenue and a net loss of $ 0.2 million and $ 0.4 million for the three and nine months ended September 30, 2025, respectively.

The preliminary purchase price allocation is set forth in the table below:

The Company will accrete interest expense on the deferred consideration throughout the period.

The final purchase price allocation is set forth in the table below:

(in thousands)

17 unchanged sentences

(2) The fair value of the deferred consideration was determined utilizing a Monte Carlo simulation.

The payments were calculated based on the path for the simulated metrics and the contractual terms of the deferred consideration payments and were discounted to present value at a rate reflecting a risk associated with the payoffs.

The payments were calculated based on the path for the simulated metrics and the contractual terms of the deferred consideration payments

and were discounted to present value at a rate reflecting a risk associated with the payoffs.

The fair value was estimated to be the average present value of the deferred consideration payments over all iterations of the simulation.

1 unchanged sentence

(4) Includes deferred tax asset of $ 3.8 million which has a full valuation allowance.

The Company incurred $ 0.5 million in acquisition related costs, which primarily consisted of consulting, legal and accounting and valuation expenses.

These expenses were recorded in selling, general and administrative expenses in the Company's Unaudited Consolidated Statements of Operations and Comprehensive Loss.

Based on the purchase consideration and pre-acquisition operating results, this business combination did not meet the materiality requirements for pro forma disclosures.

On August 26, 2025, Priority's wholly owned subsidiary, Priority Tech Ventures, LLC (the "acquiring entity"), through it's merger subsidiary, acquired total outstanding shares including all voting interests in Sila Inc.

Goodwill of $ 6.1 million arising from the acquisition primarily consists of the expected synergies and other benefits from combining operations.

There was no goodwill deductible for income tax purposes.

The goodwill was 100 % allocated to the Company's Treasury Solutions reportable segment.

On August 26, 2025, Priority's wholly owned subsidiary, Priority Tech Ventures, LLC, through it's merger subsidiary, acquired total outstanding shares including all voting interests in Sila Inc.

("the "Sila business" or "Sila").

2 unchanged sentences

The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805, Business Combinations .

The total purchase price was $ 7.9 million, consisting of $ 3.6 million in cash consideration funded by the Company's cash flows, and contingent consideration of $ 4.3 million for contractual earn-outs and additional contingent consideration of $ 0.1 million.

The total purchase consideration was $ 7.2 million, consisting of $ 3.4 million in cash consideration funded by the Company's cash flows, and contingent consideration of $ 3.8 million for contractual earn-outs and additional contingent consideration.

Earn-outs will be paid as a percentage of gross profit when certain thresholds are met and additional contingent considerations will be paid based on utilization of the seller's carryforward tax losses.

The purchase price is considered preliminary pending finalization of customary adjustments from timing differences.

The contingent consideration for the contractual earn-outs was recorded at the fair value of $ 3.9 million on the acquisition date.

The contingent consideration will be paid quarterly subject to terms and conditions noted within the agreement over a period of seven years and total payments will not exceed $ 17.0 million.

As of September 30, 2025, total contingent consideration of

$ 4.4 million is recorded in noncurrent liabilities on the Unaudited Consolidated Balance Sheets.

Results for the Sila business since the acquisition are included within the Treasury Solutions segment, which includes $ 0.1 million in revenue and a net loss of $ 0.3 million for the three and nine months ended September 30, 2025.

The preliminary purchase price allocation is set forth in the table below:

17 unchanged sentences

(2) The fair value of the contingent consideration was determined utilizing a Monte Carlo simulation.

The payments were calculated based on the path for the simulated metrics and the contractual terms of the contingent consideration payments and were discounted to present value at a rate reflecting a risk associated with the payoffs.

The fair value was estimated to be the average present value of the contingent consideration payments over all iterations of the simulation.The contingent consideration represents the fair value of the contractual earn-outs and the share of net operating loss carryforwards owed to the seller in the future.

The payments were calculated based on the path for the simulated metrics and the contractual terms of the contingent consideration

payments and were discounted to present value at a rate reflecting a risk associated with the payoffs.

The fair value was estimated to be the average present value of the contingent consideration payments over all iterations of the simulation.

The contingent consideration represents the fair value of the contractual earn-outs and the share of net operating loss carryforwards owed to the seller in the future.

(3) Includes a deferred tax asset of $ 9.5 million.

(4) During the fourth quarter of 2025, the Company recorded measurement period adjustments due to additional information received that existed on the acquisition date.

The fair value of acquired assets and assumed liabilities exceeded the consideration paid, resulting in a bargain purchase gain.

1 unchanged sentence

The gain was primarily due to recognizing a deferred tax asset recorded in accordance with ASC 740 related to Sila's historical net operating losses.

The bargain purchase gain is recorded in other income, net, in the Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2025.

The Company incurred $ 0.2 million in acquisition legal expenses for the acquisition, which were recorded in selling, general and administrative expenses in the Company's Unaudited Consolidated Statements of Operations and Comprehensive Loss.

Based on the purchase consideration and pre-acquisition operating results, this business combination did not meet the materiality requirements for pro forma disclosures.

The bargain purchase gain is recorded in other income, net, in the Unaudited Consolidated Statements of Operations and Comprehensive Income.

On October 1, 2025, Priority's subsidiary, Priority DMS, LLC, entered into the asset purchase and contribution agreement with DMSJV, LLC ("DMS"), to acquire substantially all of the assets of DMS, including all voting interests.

DMS provides credit card processing solutions to automotive dealerships via marketing and selling card and ACH processing services and ancillary services including POS systems, payment gateways, payment processing and authorization, clearing, and settlement for credit card, debit and ACH transactions, which will supplement the Company's Merchant Solutions reportable segment.

The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805, Business Combinations .

The total purchase consideration was $ 57.9 million, consisting of $ 31.5 million in cash consideration funded by the Company's term loan facility, deferred consideration of $ 2.8 million, contingent consideration of $ 17.1 million for contractual earn-outs and $ 6.6 million in non-voting subsidiary shares issued to the sellers.

Earn-outs will be paid as a percentage of gross profit when certain thresholds are met.

The purchase price is considered preliminary pending finalization of customary adjustments from timing differences.

The contingent consideration for the contractual earn-outs was recorded at the fair value of $ 17.1 million on the acquisition date.

The contingent consideration will be paid when an initial cumulative threshold for gross profit is met, subject to terms and conditions noted within the agreement, over a period of at least four years and total payments will not exceed $ 22.5 million.

The preliminary purchase price allocation is set forth in the table below:

(in thousands)

Consideration:

Cash $ 31,500

Contingent consideration (2)

Common equity of the Acquiring Entity (3)

Deferred consideration (1)

Total purchase consideration, net of cash acquired $ 57,929

Recognized amounts of assets acquired and liabilities assumed:

Accounts receivable $ 11

Inventory 145

Other noncurrent assets 7

Goodwill 34,159

Intangible assets:

Customer relationships 17,187

Trademarks 3,222

Technology 3,277

Accounts payable and accrued expenses ( 79 )

Total purchase consideration $ 57,929

(1) The deferred consideration represents the fair value of the amount to be remitted upon direction of the seller no later than four years from the acquisition date.

(2) The fair value of the contingent consideration was determined utilizing a Monte Carlo simulation.

The fair value was estimated to be the average present value of the contingent consideration payments over all iterations of the simulation.

(3) The fair value determination for the Class B units utilized an option pricing model.

The seller may request to convert 50 % of the Class B Units to shares in the Company no later than five years from the acquisition date.

Goodwill of $ 34.2 million arising from the acquisition primarily consists of the expected synergies and other benefits from combining operations.

There was no goodwill deductible for income tax purposes.

The goodwill was 100 % allocated to the Company's Merchant Solutions reportable segment.

Other Acquisitions

3 unchanged sentences

therefore, it was accounted for as an asset purchase under which the cost of the acquisition was allocated to the acquired assets based on relative fair values.

As an asset purchase, additional purchase price (in the form of earn-outs) is accounted for when payment to the seller becomes payable and is added to the carrying value of the asset.

As an asset purchase, additional purchase price (in the form of earn-outs) is accounted for when payment to the seller becomes payable and is added to the carrying value of the asset, as long as it does not meet the definition of a derivative.

Disaggregation of Revenues

The following table presents a disaggregation of our consolidated revenues by type:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

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The aggregate fixed consideration portion of customer contracts with an initial contract duration greater than one year is not material.

(2) Approximately $ 15.8 million and $ 42.5 million of interest income on customer funds for the three and nine months ended September 30, 2025, respectively, and $ 13.8 million and $ 38.8 million for the three and nine months ended September 30, 2024, respectively, is included in outsourced services and other services revenue in the table above.

Approximately $ 1.1 million and $ 3.2 million of interest income on corporate funds for the three and nine months ended September 30, 2025 and $ 0.6 million and $ 1.8 million for the three and nine months ended September 30, 2024, respectively, is included in other income, net on the Company's Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) and not reflected in the table above.

(2) Approximately $ 14.8 million and $ 12.6 million of interest income on customer funds for the three months ended March 31, 2026 and 2025, respectively, is included in outsourced services and other services revenue in the table above.

Approximately $ 1.0 million and $ 1.1 million of interest income on corporate funds for the three months ended March 31, 2026 and 2025, respectively, is included in other income, net on the Company's Unaudited Consolidated Statements of Operations and Comprehensive Income and not reflected in the table above.

The following table presents a disaggregation of our consolidated revenues by segment:

Three Months Ended September 30, 2025

(in thousands) Merchant Card Fees Money Transmission Services Outsourced and Other Services Equipment Total

Merchant Solutions $ 157,197 $ — $ 1,035 $ 3,642 $ 161,874

Payables 21,380 — 3,782 — 25,162

Treasury Solutions 908 40,991 13,785 — 55,684

Eliminations ( 967 ) — ( 314 ) — ( 1,281 )

Total revenues $ 178,518 $ 40,991 $ 18,288 $ 3,642 $ 241,439

Nine Months Ended September 30, 2025

(in thousands) Merchant Card Fees Money Transmission Services Outsourced and Other Services Equipment Total

Merchant Solutions $ 463,503 $ — $ 3,346 $ 9,945 $ 476,794

Payables 62,637 — 11,476 — 74,113

Treasury Solutions 2,484 117,713 38,233 — 158,430

Eliminations ( 2,544 ) — ( 912 ) — ( 3,456 )

Total revenues $ 526,080 $ 117,713 $ 52,143 $ 9,945 $ 705,881

Three Months Ended September 30, 2024

Three Months Ended March 31, 2026

(in thousands) Merchant Card Fees Money Transmission Services Outsourced and Other Services Equipment Total

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Total revenues $ 185,933 $ 41,748 $ 19,826 $ 2,051 $ 249,558

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

(in thousands) Merchant Card Fees Money Transmission Services Outsourced and Other Services Equipment Total

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Total revenues $ 167,079 $ 37,449 $ 17,002 $ 3,100 $ 224,630

Deferred revenues were not material for the three and nine months ended September 30, 2025 and 2024.

Contract Assets and Contract Liabilities

Material contract assets and liabilities are presented net at the individual contract level in the Unaudited Consolidated Balance Sheets and are classified as current or noncurrent based on the nature of the underlying contractual rights and obligations.

Contract liabilities were $ 0.3 million and $ 0.2 million as of September 30, 2025 and December 31, 2024, respectively.

Substantially all of these balances are recognized as revenue within 12 months.

Net contract assets were $ 0.3 million for the period ended September 30, 2025 and were not material for the period ended December 31, 2024.

Impairment losses recognized on contract assets arising from the Company's contracts with customers were not material for the three and nine months ended September 30, 2025 and 2024.

Settlement Assets and Obligations

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Exception items that the Company is still attempting to collect from the merchants through the funds settlement process or merchant reserves are recognized as settlement assets in the Company's Unaudited Consolidated Balance Sheets, with an offsetting reserve for those amounts the Company estimates it will not be able to recover.

Exception items that the Company has deemed uncollectible are recorded as merchant losses, a component of cost of revenue in the Company's Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss).

Expenses for merchant losses net of recoveries for the three and nine months ended September 30, 2025 were $ 0.9 million and $ 2.8 million, respectively.

Expenses for merchant losses, net of recoveries for the three and nine months ended September 30, 2024, were $ 0.7 million and $ 1.6 million respectively.

Expenses for merchant losses net of recoveries for the three months ended March 31, 2026 and 2025 were $ 1.8 million and $ 2.0 million, respectively.

Card settlements due from networks and Dues to Customers’ Payees

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MTL Customer cash and cash equivalents (restricted in nature), short-term investments and MTL Customer account obligations

The Company provides treasury solutions to its customers through its money transmission licenses in 46 states and 3 territories of the United States and through agency relationships with banks in the remaining states.

The Company provides treasury solutions to its customers through its money transmission licenses in 46 states, the District of Columbia, and 2 territories of the United States and through agency relationships with banks in the remaining states.

These services include the acceptance and disbursement of funds.

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Considering these balances are payable on demand and are related to settlement activities, they are presented as settlement assets (as part of the current assets) and the related obligations as settlement obligations (as part of the current liabilities) in the Company's Unaudited Consolidated Balance Sheets.

The nature of these MTL Customer cash and cash equivalent are restricted in nature and therefore these balances are presented as restricted cash on the Company's Unaudited Consolidated Statement of Cash Flows.

The MTL Short-term investments are included within acquisitions of assets and other investing activities on the Company's Unaudited Consolidated Statement of Cash Flows.

The MTL Short-term investments are included within other investing activities on the Company's Unaudited Consolidated Statements of Cash Flows.

The Company's consolidated settlement assets and obligations were as follows:

(in thousands) September 30, 2025 December 31, 2024

(in thousands) March 31, 2026 December 31, 2025

Settlement Assets, net of estimated losses (1) :

Card settlements due from merchants, net (1)(2)

Card settlements due from merchants (1)(2)

$ 2,239 $ 2,455

Card settlements due from networks 10,192 16,092

Other settlement assets — 1,730

Subtotal 12,431 18,547

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Total settlement obligations $ 1,356,128 $ 1,297,263

(1) Allowance for estimated losses were $ 9.4 million and $ 7.9 million as of September 30, 2025 and December 31, 2024, respectively.

(2) Excludes merchant funds held at member banks of $ 109.7 million and $ 106.2 million on September 30, 2025 and December 31, 2024, respectively.

(3) Excludes funds held under agency arrangement with member banks (in states where the Company does not have a money transmitter license), balances remain under the control of the member banks (therefore not the assets or obligation of the Company).

Agency owned accounts held $ 57.0 million and $ 22.6 million at September 30, 2025 and December 31, 2024, respectively.

(4) Includes $ 15.3 million and $ 12.3 million as of September 30, 2025 and December 31, 2024, respectively, of card settlements due from networks and the remainder is included in restricted cash on our Unaudited Consolidated Balance Sheets.

(1) Allowance for estimated losses were $ 5.2 million and $ 7.1 million as of March 31, 2026 and December 31, 2025, respectively.

(2) Excludes merchant funds held at member banks of $ 114.0 million and $ 103.9 million on March 31, 2026 and December 31, 2025, respectively.

Agency owned accounts held $ 34.9 million and $ 50.3 million at March 31, 2026 and December 31, 2025, respectively.

(4) Includes $ 10.2 million and $ 16.1 million as of March 31, 2026 and December 31, 2025, respectively, of card settlements due from networks and the remainder is included in restricted cash on our Unaudited Consolidated Balance Sheets.

(5) Excludes amounts due to customer payees that are held in bank-owned FBO accounts which are not assets of the Company, and the associated obligations are not liabilities of the Company.

Therefore, neither is recognized in the Company's Unaudited Consolidated Balance Sheets.

Bank-owned FBO accounts held funds of $ 198.2 million and $ 64.8 million at September 30, 2025 and December 31, 2024, respectively.

Bank-owned FBO accounts held funds of $ 177.1 million and $ 151.8 million at March 31, 2026 and December 31, 2025, respectively.

Notes Receivable

The Company had notes receivable of $ 13.6 million and $ 8.6 million as of September 30, 2025 and December 31, 2024, respectively, which are reported as current portion of notes receivable and notes receivable less current portion on the Company's Unaudited Consolidated Balance Sheets.

The notes receivable carried weighted-average interest rates of 13.8 % and 16.9 % as of September 30, 2025 and December 31, 2024, respectively.

The notes are receivables from ISOs, which are made with a term of 1 - 5 years.

Under the terms of the agreements, the Company will hold back residual payments due to the ISOs and apply such residuals against future payment due to the Company.

As of September 30, 2025 and December 31, 2024, there were no allowance for expected losses on notes receivable.

The following table provides a reconciliation for activity within the notes receivable as of September 30, 2025:

The Company had notes receivable of $ 27.8 million and $ 19.7 million as of March 31, 2026 and December 31, 2025, respectively, which are reported as current portion of notes receivable and notes receivable less current portion on the Company's Unaudited Consolidated Balance Sheets.

The notes receivable carried weighted-average interest rates of 13.1 % and 13.6 % as of March 31, 2026 and December 31, 2025, respectively.

The notes are receivables from ISOs and ISVs, which are made with a term of 1 - 5 years.

Under the terms of the agreements, the Company will hold back residual payments due to the ISOs and ISVs and apply such residuals against future payment due to the Company.

As of March 31, 2026 and December 31, 2025, there were no allowance for expected losses on notes receivable.

The following table provides a reconciliation for activity within the notes receivable as of March 31, 2026:

(in thousands)

Balance at January 1, 2025 $ 8,557

Principal payments ( 508 )

Balance at December 31, 2025 $ 19,691

Principal payments received ( 516 )

Advances during the period 8,575

Balance at March 31, 2026 $ 27,750

Principal payments ( 1,290 )

Advances during the period 2,573

Balance at June 30, 2025 $ 9,987

Principal payments ( 1,925 )

Advances during the period 5,555

Balance at September 30, 2025 $ 13,617

As of September 30, 2025, the principal payments for the Company's notes receivable are due as follows:

As of March 31, 2026, the principal payments for t

he Company's notes receivable are due as follows:

(in thousands)

Twelve months ending September 30,

After 2029 6,134

Twelve months ending March 31,

Total $ 27,750

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A summary of property, equipment and software, net was as follows:

(in thousands) September 30, 2025 December 31, 2024

(in thousands) March 31, 2026 December 31, 2025

Computer software $ 130,056 $ 125,073

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Property, equipment and software, net $ 59,785 $ 58,636

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

2 unchanged sentences

Fully depreciated assets are retained in property, equipment and software, net, until removed from service.

Certain fully depreciated assets were removed from service during the three and nine months ended September 30, 2025 and 2024.

Goodwill and Other Intangible Assets

The Company's goodwill relates to the following segments:

(in thousands) September 30, 2025 December 31, 2024

Certain fully depreciated assets were removed from service during the three months ended March 31, 2026 and 2025.

Goodwill and Intangible Assets

The Company's goodwill relates to the following reportable segments:

(in thousands) March 31, 2026 December 31, 2025

Merchant Solutions $ 158,298 $ 158,298

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Balance at December 31, 2025 $ 416,641

Letus business combination 6,070

Foreign currency translation adjustment ( 106 )

Balance at September 30, 2025

As of September 30, 2025, the Company is not aware of any triggering events for impairment that have occurred since the last annual impairment test.

Other Intangible Assets

Other intangible assets consisted of the following:

September 30, 2025 Weighted-average

Balance at March 31, 2026

As of March 31, 2026, the Company is not aware of any triggering events for impairment that have occurred since the last annual impairment test.

Intangible Assets

Intangible assets consisted of the following:

March 31, 2026 Weighted-average

(in thousands, except weighted-average data) Gross Carrying Value Accumulated Amortization Net Carrying Value

Other intangible assets:

Intangible assets:

ISO and referral partner relationships $ 223,016 $ ( 67,372 ) $ 155,644 14.3

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Trade names 13,320 ( 4,335 ) 8,985 10.5

Non-compete agreements 3,390 ( 3,390 ) — 0.0

Money transmission licenses (1)

4 unchanged sentences

(in thousands, except weighted-average data) Gross Carrying Value Accumulated Amortization Net Carrying Value

Other intangible assets:

Intangible assets:

ISO and referral partner relationships $ 223,016 $ ( 63,701 ) $ 159,315 13.8

4 unchanged sentences

Trade names 13,329 ( 4,023 ) 9,306 10.6

Non-compete agreements 3,390 ( 3,390 ) — 0.0

Money transmission licenses (1)

2 unchanged sentences

(1) These assets have an indefinite useful life.

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

1 unchanged sentence

$ 13,242 $ 9,915

(1) Included in amortization expense is $ 0.6 million and $ 1.8 million for the three and nine months ended September 30, 2025, respectively, and $ 0.4 million and $ 1.2 million for the three and nine months ended September 30, 2024, respectively, related to the amortization of certain contract acquisition costs.

As of September 30, 2025, there were no impairment indicators present.

(1) Included in amortization expense is $ 0.6 million for the three months ended March 31, 2026 and 2025, respectively, related to the amortization of certain contract acquisition costs.

As of March 31, 2026, there were no impairment indicators present.

Debt Obligations

Outstanding debt obligations consisted of the following:

September 30, 2025 December 31, 2024

(in thousands) March 31, 2026 December 31, 2025

2024 Credit Agreement

Term facility - matures July 31, 2032, interest rate of 7.91 % and 9.11 % at September 30, 2025 and December 31, 2024, respectively

Term facility - matures July 31, 2032, interest rate of 7.42 % and 7.47 % at March 31, 2026 and December 31, 2025, respectively

$ 1,020,000 $ 1,020,000

Revolving credit facility - $ 100.0 million line matures July 31, 2030, interest rate of 7.66 % and 8.61 % at September 30, 2025 and December 31, 2024, respectively

Revolving credit facility - $ 100.0 million line matures July 31, 2030, interest rate of 7.17 % and 7.22 % at March 31, 2026 and December 31, 2025, respectively

Residual Finance Credit Facility

Term facility - matures August 18, 2031, interest rate of 10.39 % at September 30, 2025

Term facility - matures August 18, 2031, interest rate of 9.93 % and 9.98 % at March 31, 2026 and December 31, 2025, respectively

42,003 35,394

Total debt obligations 1,062,003 1,055,394

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Long-term debt, net $ 1,045,909 $ 1,039,358

Second Amendment to the 2024 Credit Agreement

On July 31, 2025, the Company amended the 2024 Credit Agreement to incorporate the following:

• Term facility:

The amendment increased the principal balance from $ 935.5 million to $ 1.0 billion, increased quarterly principal payments from $ 2.4 million to $ 2.5 million, extended the maturity date from May 2031 to July 2032 and decreased the margin rate from 4.75 % to 3.75 %.

• Revolving credit facility:

The amendment increased the credit commitment from $ 70.0 million to $ 100.0 million, extended the maturity date from May 2029 to July 2030 and decreased the margin rate from 4.25 % to 3.50 %.

Proceeds from the increase in the term facility was primarily used for the acquisitions in Note 2.

Acquisitions .

In accordance with ASC 470, the Company determined on a creditor-by-creditor basis that the amendment was both a debt extinguishment and modification.

The Company expensed $ 2.3 million of previously unamortized fees and $ 4.1 million of debt issuance costs related to the refinancing which is reported in debt extinguishment and modification on the Company's Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss).

Also reported in debt extinguishment and modification on the Company's Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) is the acceleration and payout of $ 6.9 million of deferred consideration for Plastiq (see Note 13.

Commitments and C onti ngencies ) and the $ 0.8 million gain on the extinguishment of a loan.

Residual Finance Credit Facility

On August 18, 2025, a wholly owned subsidiary of the Company not restricted by the 2024 Credit Agreement entered into an agreement ("Residual Finance Credit Facility") which provides a delayed draw term loan facility with a total commitment of $ 50.0 million of which the Company has drawn $ 23.9 million.

The agreement also provides an accordion feature to increase the commitment by an aggregate amount not to exceed $ 75.0 million such that the total commitment may equal, but not exceed, $ 125.0 million.

The purpose of this credit facility is to fund certain residual purchases and loans to ISOs and ISVs.

Outstanding borrowings under the Residual Finance Credit Facility accrue interest using a SOFR rate plus an applicable margin per year, equal to 6.25 %, subject to a SOFR rate floor of 2.0 % per year.

Unused commitments are subject to a unused commitment fee on any undrawn amount equal to 1.0 % per year of the unused portion.

Interest Expense and Amortization of Deferred Loan Costs and Discounts

2 unchanged sentences

Interest expense for outstanding debt, including fees for undrawn amounts and amortization of deferred financing costs and debt discounts was as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

1 unchanged sentence

$ 21,016 $ 23,176

(1) Included in interest expense is $ 0.4 million and $ 2.5 million related to the accretion of deferred consideration from acquisitions for the three and nine months ended September 30, 2025, respectively, and $ 1.1 million and $ 3.3 million for the three and nine months ended September 30, 2024, respectively.

(2) Interest expense included amortization of deferred financing costs and debt discounts of $ 0.4 million and $ 1.3 million for the three and nine months ended September 30, 2025, respectively, and $ 0.4 million and $ 2.3 million for the three and nine months ended September 30, 2024, respectively.

(1) Included in interest expense is $ 0.4 million and $ 1.0 million related to the accretion of deferred consideration from acquisitions for the three months ended March 31, 2026 and 2025, respectively.

(2) Interest expense included amortization of deferred financing costs and debt discounts of $ 0.5 million and $ 0.4 million for the three months ended March 31, 2026 and 2025, respectively.

Debt Covenants

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2) 6.40 :1.00 at each fiscal quarter ended June 30, 2026 and each fiscal quarter thereafter.

As of September 30, 2025, the Company was in compliance with the covenants in the 2024 Credit Agreement.

The Residual Finance Credit Facility contains customary representations and warranties, financial and collateral requirements, mandatory payment events, events of default and affirmative and negative covenants, including without limitation, covenants that restrict among other things, the ability to create liens, pay dividends or distribute assets from the Loan Parties to the Company, merge or consolidate, dispose of assets, incur additional indebtedness, make certain investments or acquisitions, and enter into certain transactions (including with affiliates).

The Residual Finance credit facility contains customary representations and warranties, financial and collateral requirements, mandatory payment events, events of default and affirmative and negative covenants, including without limitation, covenants that restrict among other things, the ability to create liens, pay dividends or distribute assets from the loan parties to the

Company, merge or consolidate, dispose of assets, incur additional indebtedness, make certain investments or acquisitions, and enter into certain transactions (including with affiliates).

The Residual Finance credit facility requires the Company to comply with certain restrictions including minimum liquidity of $ 2.0 million, minimum tangible net worth of $ 5.0 million, maximum default ratio of 2.5 %, maximum delinquency ratio of 5.0 %, and a minimum excess spread ratio of 1.00 to 1.00.

As of September 30, 2025, the Company was in compliance with the restrictions in the agreement.

The Company's consolidated effective income tax rate for the three and nine months ended September 30, 2025 was ( 273.5 )% and ( 40.7 )%, respectively, compared to a consolidated effective income tax rate of 31.6 % and 37.3 % for the three and nine months ended September 30, 2024, respectively.

The effective rates differed from the statutory rate of 21.0% primarily due to a decrease in the valuation allowance against certain business interest carry over deferred tax assets.

The Company's consolidated effective income tax rate for the three months ended March 31, 2026 was 27.2 % compared to a consolidated effective income tax rate of 21.4 % for the three months ended March 31, 2025.

The effective rates differed from the statutory rate of 21.0% primarily due to certain forecasted nondeductible expenses.

Valuation Allowance for Deferred Income Tax Assets

1 unchanged sentence

In accordance with the provisions of ASC 740, Income Taxes , the Company is required to provide a valuation allowance against deferred income tax assets when it is "more likely than not" that some portion or all of the deferred tax assets will not be realized.

Based on management's assessment, as of September 30, 2025, the Company continues to record a full valuation allowance against certain transaction costs, and net deferred tax assets acquired as part of the Payslate acquisition.

Based on management's assessment, as of March 31, 2026, the Company continues to record a full valuation allowance against certain transaction costs, and net deferred tax assets acquired as part of the Payslate acquisition.

The Company will continue to evaluate the realizability of the net deferred tax asset on a quarterly basis and, as a result, the valuation allowance may change in future periods.

On July 4, 2025, the U.S.

government enacted legislation known as the One Big Beautiful Bill Act ("OBBBA") into law.

The OBBBA, among other provisions, extends or reinstates certain provisions of the 2017 Tax Cuts and Jobs Act ("TCJA"), including but not limited to, 100% bonus depreciation on eligible property, immediate expensing of domestic research and development costs, and the restoration of an EBITDA based interest expense limitation calculation.

As a result of the OBBBA interest expense limitation provision changes, the Company has released its valuation allowance against its interest limitation deferred tax assets.

Stockholders' Deficit

The Company is authorized to issue 100,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors.

As of September 30, 2025 and December 31, 2024, the Company has not issued any shares of preferred stock.

As of March 31, 2026 and December 31, 2025, the Company has not issued any shares of preferred stock.

Share Repurchase Program

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The Company has purchased 1,309,374 shares for $ 5.8 million under this plan.

On May 5, 2025, the Company's Board of Directors amended the program to increase the authorization to 5,000,000 shares of it's outstanding common stock for a total of $ 40.0 million.

As of September 30, 2025, there have been no shares repurchased under this amended plan.

On May 5, 2025, the Company's Board of Directors amended the program to increase the authorization to 5,000,000 shares of its outstanding common stock for a total of $ 40.0 million.

There have been no shares repurchased under this plan since the year ended December 31, 2022.

Stock-based Compensation

Stock-based compensation expense, which is included in salary and employee benefits within the Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss), was as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Stock-based compensation expense, which is included in salary and employee benefits within the Unaudited Consolidated Statements of Operations and Comprehensive Income, was as follows:

Three Months Ended March 31,

(in thousands) 2026 2025

4 unchanged sentences

Total $ 2,088 $ 1,586

Income tax benefit for stock-based compensation was $ 0.2 million and $ 1.0 million respectively, for the three and nine months ended September 30, 2025 and was immaterial for the three and nine months ended September 30, 2024.

Income tax expense for stock-based compensation was $ 0.1 million for the three months ended March 31, 2026.

Income tax benefit for stock-based compensation was $ 0.7 million for the three months ended March 31, 2025.

No stock-based compensation has been capitalized in any period presented.

Awards granted during the three and nine months ended September 30, 2025 and September 30, 2024, were not material.

Awards granted during the three months ended March 31, 2026 and 2025, were not material.

The Company's 2018 Plan initially provided for the issuance of up to 6,685,696 shares of the Company's Common Stock.

On March 17, 2022, the Company's Board of Directors unanimously approved an amendment to the 2018 Plan, which was subsequently approved by our shareholders, to increase the number of shares authorized for issuance under the plan by 2,500,000 shares, resulting in 9,185,696 shares of the Company's Common Stock authorized for issuance under the plan.

As of September 30, 2025, the Company had 3,123,543 shares available for issuance under the 2018 Plan.

As of March 31, 2026, the Company had 1,121,191 shares available for issuance under the 2018 Plan.

2021 Employee Stock Purchase Plan

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The offering period shall be for a period of three months and the first offering period began on January 10, 2022.

The ESPP provides eligible employees the opportunity to purchase shares of the

Company's Common stock at 95 % of the lesser of the fair value on the first and last trading day of each offering period.

The ESPP provides eligible employees the opportunity to purchase shares of the Company's Common stock at 95 % of the lesser of the fair value on the first and last trading day of each offering period.

The ESPP was amended by shareholder approval on June 13, 2025, to increase the number of shares available by 200,000 .

As of September 30, 2025, the Company had 203,702 shares available for issuance under the 2021 Stock Purchase Plan.

As of March 31, 2026, the Company had 156,437 shares available for issuance under the 2021 Stock Purchase Plan.

Non-voting Incentive Units

The Company issued non-voting incentive units to certain employees and partners in seven subsidiaries.

These non-voting incentive units were determined to be equity and are accounted for under ASC 718 Stock Compensation.

These non-voting incentive units were determined to be equity and are accounted for under ASC 718, Compensation - Stock Compensation .

The non-voting incentive units are either fully vested when granted, or vest according to the service period and/or performance measure noted in the grant agreement.

As the non-voting incentive units are vested, they are recognized as NCI to the Company, who is the majority owner of the subsidiaries.

Related Party Transactions

In February 2019, the Company's CEO contributed assets of certain businesses to PHOT (a subsidiary of the Company).

In consideration, PHOT issued redeemable preferred equity interest (preferred units) to the CEO and COO of the Company.

These preferred units were eligible to receive up to $ 4.5 million in profits earned by PHOT plus an annual preferred yield of 6 % on undistributed amounts.

On May 30, 2024, the Company approved the redemption of certain preferred units of PHOT either in cash or in exchange for shares of its common stock.

The redemption value of these preferred units was $ 5.9 million and exchange ratio was established based on the 30 days volume weighted average close price adjusted for market illiquidity.

During 2024, preferred units held by the CEO were redeemed for $ 2.1 million in cash and those held by the Chief Operating Officer were redeemed by issuance of 404,013 shares of the Company's common stock valued at $ 1.5 million.

There was no subsequent activity for the three and nine months ended September 30, 2025 and September 30, 2024.

Commitments and Contingencies

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The Company has multi-year agreements with third parties to provide certain payment processing services to the Company.

The Company pays processing fees under these agreements.

Based on existing contracts in place, the Company is committed to pay minimum processing fees under these agreements of approximately $ 15.4 million in 2025 and $ 23.0 million in 2026.

The Company pays processing fees under these agreements that are based on the volume and dollar amounts of processed payment transactions.

Some of these agreements have minimum annual requirements for processing volumes.

Based on existing contracts in place at March 31, 2026, the Company is committed to pay minimum processing fees under these agreements as noted below:

(in thousands)

Period Ending March 31,

2027 $ 25,654

Thereafter 13,969

Total $ 123,621

Other Commitments

As of September 30, 2025 and December 31, 2024, the Company had a capital contribution commitment of $ 4.4 million and $ 12.6 million respectively, to fund operations of certain subsidiaries.

As of March 31, 2026 and December 31, 2025, the Company had a capital contribution commitment of $ 2.2 million and $ 3.2 million respectively, to fund operations of certain subsidiaries.

The Company is obligated to make the contributions within 10 business days of receiving notice for such contribution from the subsidiary.

Deferred/Contingent Consideration

Contingent/Deferred Consideration

The following table provides a reconciliation of the beginning and ending balance of the Company's deferred and contingent consideration liabilities related to completed acquisitions:

(in thousands) Deferred/Contingent Consideration Liabilities

(in thousands) Contingent Consideration Liabilities Deferred Consideration Liabilities

December 31, 2025 $ 21,058 $ 7,296

Addition of deferred consideration (Related to acquisition, see Note 2 )

Addition of contingent consideration (Related to acquisition, see Note 2 )

Accretion of deferred consideration 2,449

Additions due to acceleration of timing of deferred consideration payments 6,894

Payment of deferred consideration ( 19,756 )

September 30, 2025 $ 9,096

On July 31, 2025, the Company accelerated remaining payments of $ 18.9 million of the deferred considerations related to the Plastiq acquisition.

The acceleration of these payments resulted in $ 6.9 million of debt extinguishment and modification costs, net, in the Company's Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss).

Accretion 289 139

Payments — ( 80 )

Foreign currency translation adjustment ( 2 ) —

March 31, 2026 $ 21,345 $ 7,355

Earn-outs/additional considerations from asset purchase transactions are considered as contingent liabilities until it becomes payable or paid.

As of March 31, 2026, and December 31, 2025, the total contingent liabilities related to our asset purchases are $ 27.2 million.

Legal Proceedings

3 unchanged sentences

If and when the Company records such an accrual, it could be material and could adversely impact the Company's results of operations, financial condition and cash flows.

The Company is a party in a case filed on October 11, 2023 in the United States District Court of Northern District of California (the “Complaint”).

The Complaint is a putative class action against The Credit Wholesale Company, Inc.

(“Wholesale”), Priority Technology Holdings, Inc., Priority Payment Systems (“PPS”), LLC and Wells Fargo Bank, N.A.

(“Wells Fargo”).

The Complaint alleges that Wholesale as an agent of Priority, PPS and Wells Fargo made non-consensual recordation of telephonic communications with California businesses in violation of California Invasion of Privacy Act (the “Act”).

The Complaint seeks to certify a class of affected businesses and an award of $ 5,000 per violation of the Act.

During the quarter ended June 30, 2025, the court granted final approval of the settlement agreement wherein the defendants agree to pay $ 19.5 million to settle this litigation on a class basis.

There was no contribution from the Company towards this settlement agreement.

Concentration of Risks

While providing payment processing services, Priority manages funds that are held on behalf of its customers.

Because Priority is not a member bank, these customer funds are held in bank accounts maintained with member banks pursuant to sponsorship agreements which require, among other things, that the Company abide by the laws and regulations of the card associations and MTL regulators.

As of September 30, 2025, the Company's customer account balances of $ 1.2 billion are maintained in accounts with certain FIs which are eligible to pass-through insurance subject to FDIC rules and regulations (refer to Note 4.

Settlement Assets and Obligations ).

A majority of the Company's cash, restricted cash and off-balance sheet settlement funds are held in certain FIs,

substantially all of which is in excess of FDIC limits.

The Company's revenue is substantially derived from processing Visa and Mastercard bankcard transactions.

Because the Company is not a member bank, to process these bankcard transactions, the Company maintains sponsorship agreements with member banks which require, among other things, that the Company abide by the by-laws and regulations of the card association.

A majority of the Company's cash and restricted cash is held in certain FIs, substantially all of which is in excess of FDIC limits.

The Company does not believe it is exposed to any significant credit risk from these transactions.

Fair Value Disclosures

The Company's contingent considerations were derived from business combinations occurring during nine months ended September 30, 2025 (refer to Note 2.

The Company's contingent and deferred considerations were derived from business combinations occurring during the year ended December 31, 2025 (refer to Note 2.

Acquisitions ).

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A change in inputs in the valuation techniques used might result in a significantly higher or lower fair value measurement than what is reported.

Contingent consideration liabilities are uncertain due to the utilization of unobservable inputs and management's judgment in determining the likelihood of achieving criteria required by the respective agreements.

The contingent considerations fair value of $ 4.5 million at September 30, 2025, are included in other noncurrent liabilities on the Company's Unaudited Consolidated Balance Sheets.

There were no contingent consideration on the Company's balance sheet at December 31, 2024.

Contingent and deferred consideration liabilities are uncertain due to the utilization of unobservable inputs and management's judgment in determining the likelihood of achieving criteria required by the respective agreements.

The contingent and deferred considerations have a fair value of $ 28.7 million at March 31, 2026, $ 1.1 million included in accounts payable and accrued expenses and $ 27.6 million included in other noncurrent liabilities on the Company's Unaudited Consolidated Balance Sheets.

Notes Receivable

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Substantially all of the Company's notes receivable are secured, and the Company provides for allowances when it believes that certain notes receivable may not be collectible.

The carrying value of the Company's notes receivable, net approximates fair value and was approximately $ 13.6 million and $ 8.6 million at September 30, 2025 and December 31, 2024, respectively and is within Level 3 of the fair value hierarchy.

Short-term investments

Short-term investments are certificate of deposits which have a maturity that extends beyond three months but within one year of the initial purchase date and are carried at amortized cost.

The carrying value approximates fair value of $ 46.7 million and is within Level 2 of the fair value hierarchy.

The carrying value of the Company's notes receivable, net approximates fair value and was approximately $ 27.8 million and $ 19.7 million at March 31, 2026 and December 31, 2025, respectively and is within Level 3 of the fair value hierarchy.

Debt Obligations

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Debt Obligations ) are reflected in the Company's Unaudited Consolidated Balance Sheets at carrying value since the Company did not elect to remeasure debt obligations to fair value at the end of each reporting period.

The fair value of the term facility was estimated to be $ 1.0 billion and $ 944.4 million at September 30, 2025 and December 31, 2024, respectively.

The fair value of the Residual Finance Credit Facility was estimated to be $ 23.9 million as of September 30, 2025.

Both were estimated using binding and non-binding quoted prices in an active secondary market, which considers the credit risk and market related conditions, and is within Level 2 of the fair value hierarchy.

During the three and nine months ended September 30, 2025, there were no transfers into, out of, or between levels of the fair value hierarchy.

The fair value of the term facility under the 2024 Credit Agreement was estimated to be $ 989.4 million and $ 998.3 million at March 31, 2026 and December 31, 2025, respectively.

The fair value was estimated using binding and non-binding quoted prices in an active secondary market, which considers the credit risk and market related conditions, and is within Level 2 of the fair value hierarchy.

During the three months ended March 31, 2026, there were no transfers into, out of, or between levels of the fair value hierarchy.

Long term incentive award

The Company has established a long-term incentive award for the Chief Executive Officer, which is subject to specified performance conditions.

Upon satisfaction of these performance criteria, the Chief Executive Officer becomes entitled to a predetermined amount of incentive compensation, which may be settled either in cash or in shares of the Company's Common Stock.

Consequently, this arrangement is accounted for as a liability award in accordance with applicable accounting standards.

The fair value of these awards is remeasured at each reporting date utilizing Level 3 inputs, which encompass management's estimates regarding the anticipated achievement of relevant financial metrics.

The fair value of these awards as of March 31, 2026 was $ 2.2 million, $ 1.5 million included in accounts payable and accrued expenses and $ 0.7 million in other noncurrent liabilities on the Company's Unaudited Consolidated Balance Sheets.

Segment Information

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Information on reportable segments and reconciliations to income before income taxes are as follows:

Three Months Ended September 30, 2025

(in thousands) Merchant Solutions Payables Treasury Solutions Total

Revenue from external customers $ 161,307 $ 24,698 $ 55,434 $ 241,439

Intersegment revenues 567 464 250 1,281

161,874 25,162 55,684 242,720

Elimination of intersegment revenues ( 1,281 )

Total consolidated revenues 241,439

Cost of services (excludes depreciation and amortization) 1

( 126,412 ) ( 17,987 ) ( 3,559 )

Other operating expenses 1,2

( 8,406 ) ( 3,874 ) ( 5,764 )

Other segment items 3

Segment Adjusted EBITDA $ 27,727 $ 3,455 $ 46,676 $ 77,858

Reconciliation of Segment Adjusted EBITDA to income (loss) before income taxes

Segment Adjusted EBITDA $ 77,858

Adjustment for corporate items 4

Intersegment revenue elimination ( 1,281 )

Depreciation and amortization ( 15,122 )

Interest expense ( 22,463 )

Debt modification and extinguishment expenses ( 12,476 )

Selling, general and administrative (non-recurring) ( 1,491 )

Non-cash stock based compensation ( 2,327 )

Income before income taxes $ 7,387

(1) The significant expense categories and amounts align with the segment level information regularly provided to the CODM.

(2) Other operating expenses including salary and employee benefits, and selling, general and administrative expenses.

(3) Other segment items for each reportable segment include other income, net, and stock based compensation expense.

(4) Adjustment for corporate items include:

(in thousands) Three Months Ended September 30, 2025

Elimination of cost of services (excludes depreciation and amortization) $ 1,277

Other operating expenses 2

Other items 5

(5) Other items include other income net, stock based compensation expense, and selling general and administrative (non-recurring expense).

(in thousands) Other specified segment disclosure

Three Months Ended September 30, 2025

Merchant Solutions Payables Treasury Solutions Total

Depreciation and amortization $ 7,607 $ 1,275 $ 4,923 $ 13,805

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

(in thousands) Merchant Solutions Payables Treasury Solutions Total

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Total consolidated revenues 249,558

Cost of services (excludes depreciation and amortization) 1

( 372,798 ) ( 52,363 ) ( 9,719 )

Other operating expenses 1,2

( 24,987 ) ( 11,408 ) ( 14,831 )

Other segment items 3

2,172 399 797

Segment Adjusted EBITDA $ 81,181 $ 10,741 $ 134,677 $ 226,599

Reconciliation of Segment Adjusted EBITDA to income (loss) before income taxes

Segment Adjusted EBITDA $ 226,599

Adjustment for corporate items 4

Intersegment revenue elimination ( 3,456 )

Depreciation and amortization ( 42,992 )

Interest expense ( 68,693 )

Debt modification and extinguishment expenses ( 12,514 )

Selling, general and administrative (non-recurring) ( 4,085 )

Non-cash stock based compensation ( 7,119 )

Income before income taxes $ 33,207

(1) The significant expense categories and amounts align with the segment level information regularly provided to the CODM.

(2) Other operating expenses including salary and employee benefits, and selling, general and administrative expenses.

(3) Other segment items for each reportable segment include other income, net, and stock based compensation expense.

(4) Adjustment for corporate items include:

(in thousands) Nine Months Ended September 30, 2025

Elimination of cost of services (excludes depreciation and amortization) $ 3,447

Other operating expenses 2

Other items 5

(5) Other items include other income net, stock based compensation expense, and selling general and administrative (non-recurring expense).

(in thousands) Other specified segment disclosure

Nine Months Ended September 30, 2025

Merchant Solutions Payables Treasury Solutions Total

Depreciation and amortization $ 20,865 $ 3,798 $ 14,507 $ 39,170

Three Months Ended September 30, 2024

(in thousands) Merchant Solutions Payables Treasury Solutions Total

Revenue from external customers $ 158,350 $ 21,820 $ 46,879 $ 227,049

Intersegment revenues 420 323 220 963

158,770 22,143 47,099 228,012

Elimination of intersegment revenues ( 963 )

Total consolidated revenues 227,049

Cost of services (excludes depreciation and amortization) 1

Cost of revenue (excludes depreciation and amortization) (1)

( 125,097 ) ( 23,218 ) ( 5,974 )

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Segment Adjusted EBITDA $ 27,740 $ 5,454 $ 46,671 $ 79,865

Reconciliation of Segment Adjusted EBITDA to income (loss) before income taxes

Reconciliation of Segment Adjusted EBITDA to income before income taxes

Segment Adjusted EBITDA $ 79,865

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Interest expense ( 21,016 )

Debt modification and extinguishment expenses ( 43 )

Selling, general and administrative (non-recurring) ( 3,969 )

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(4) Adjustment for corporate items include:

(in thousands) Three Months Ended September 30, 2024

(in thousands) March 31, 2026

Elimination of cost of services (excludes depreciation and amortization) $ 3,502

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(in thousands) Other specified segment disclosure

Three Months Ended September 30, 2024

Three Months Ended March 31, 2026

Merchant Solutions Payables Treasury Solutions Total

Depreciation and amortization $ 9,917 $ 1,288 $ 5,203 $ 16,408

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

(in thousands) Merchant Solutions Payables Treasury Solutions Total

4 unchanged sentences

Total consolidated revenues 224,630

Cost of services (excludes depreciation and amortization) 1

Cost of revenue (excludes depreciation and amortization) (1)

( 118,572 ) ( 16,624 ) ( 3,223 )

2 unchanged sentences

Other segment items (3)

1,277 272 582

Segment Adjusted EBITDA $ 25,705 $ 3,516 $ 42,442 $ 71,663

Reconciliation of Segment Adjusted EBITDA to income (loss) before income taxes

Reconciliation of Segment Adjusted EBITDA to income before income taxes

Segment Adjusted EBITDA $ 71,663

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(4) Adjustment for corporate items include:

(in thousands) Nine Months Ended September 30, 2024

(in thousands) March 31, 2025

Elimination of cost of services (excludes depreciation and amortization) $ 1,065

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(in thousands) Other specified segment disclosure

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Merchant Solutions Payables Treasury Solutions Total

Depreciation and amortization $ 6,625 $ 1,261 $ 4,642 $ 12,528

Earnings (Loss) per Common Share

The following tables set forth the computation of the Company's basic and diluted earnings (loss) per common share:

Three Months Ended September 30, Nine Months Ended September 30,

Earnings per Common Share

The following tables set forth the computation of the Company's basic and diluted earnings per common share:

Three Months Ended March 31,

(in thousands except per share amounts) 2026 2025

Net income $ 27,588 $ 10,608 $ 46,735 $ 16,795

Dividends and accretion attributable to redeemable senior preferred stockholders — ( 5,121 ) — ( 36,348 )

Return on redeemable NCI — — — ( 639 )

Net income (loss) attributable to common stockholders $ 27,588 $ 5,487 $ 46,735 $ ( 20,192 )

Net income attributable to common stockholders $ 9,760 $ 8,268

Weighted average shares outstanding 81,373 78,774

80,325 77,973 79,366 77,910

Effect of dilutive potential common shares 2,274 1,083

Adjusted Weighted average shares outstanding 83,647 79,857

Basic Earnings (loss) per common share $ 0.34 $ 0.07 $ 0.59 $ ( 0.26 )

Diluted Earnings (loss) per share $ 0.34 $ 0.07 $ 0.58 $ ( 0.26 )

(1) For the three and nine months ended September 30, 2024, the weighted-average common shares outstanding includes 1,803,841 warrants.

These shares of common stock had an exercise price of $ 0.001 and were exercised on January 14, 2025.

The warrants are considered to be equity contracts indexed in the Company's own shares and therefore were recorded at their inception date relative fair value and are included in additional paid-in capital on the Company's Unaudited Consolidated Balance Sheets.

For the three and nine months ended September 30, 2025, the Company had 0.8 million and 1.0 million, respectively, dilutive securities that were included in the Company's diluted earnings per share.

For the three and nine months ended September 30, 2024, the Company had 2.1 million and 0.0 million , respectively, dilutive securities that were included in the Company's diluted earnings per share.

Anti-dilutive securities that were excluded from the Company's earnings (loss) per common share are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Basic earnings per common share $ 0.12 $ 0.10

Diluted earnings per common share $ 0.12 $ 0.10

Anti-dilutive securities that were excluded from the Company's earnings per common share are as follows:

Three Months Ended March 31,

(number of shares, in thousands) 2026 2025

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Subsequent Events

On October 1, 2025, Priority’s indirect subsidiary, Priority DMS LLC, (the "acquiring entity"), acquired certain assets of DMSJV LLC (the "DMS business"), for cash consideration of $ 35.0 million, earn outs not to exceed $ 22.5 million and equity in the acquiring entity.

Post transaction, Priority owns 76.7 % of the equity interest in the acquiring entity with the remaining interest owned by the sellers of the DMS business.

Considering the timing of the acquisition, the Company has not yet completed its preliminary acquisition accounting.

The DMS business is a leading vertically focused reseller in the auto and

truck dealership sector and will complement the Company's Merchant Solutions segment.

Priority will benefit from the addition of the DMS team, vertically focused integrated software and distribution in the automotive dealership arena.

The preliminary acquisition accounting is expected to be completed in the fourth quarter of 2025.

On October 1, 2025, the Company entered into the third amendment to its 2024 Credit Agreement to increase its term loan facility by $ 35.0 million.

All other significant terms remained unchanged.

The proceeds of the increase were used to fund the acquisition of the DMS business.

The accounting evaluation of the amendment is in process.

On October 31, 2025, the Company made a voluntary principal prepayment of $ 15.0 million on the 2024 Credit Agreement's term facility.

The Company’s management evaluated subsequent events through the date of the issuance of the unaudited consolidated financial statements.

There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in the unaudited consolidated financial statements as of and for the quarter ended March 31, 2026.

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-Q

Item 1. Financial Statements