Results of Operations and Financial Condition. On November 5, 2026 , Priority Technology Holdings, Inc. ("Priority Commerce") issued a press release announcing its financial results for the quarter ended September 30, 2026. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exch…

The excerpt describes the treatment of equity awards, which is a compensation matter rather than a change in management or board composition.

Entry into a Material Definitive Agreement. The Merger Agreement On September 18, 2026, Priority Technology Holdings, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with WD Capital Partners Parent Inc., a Delaware corporation (“ Parent ”) and WD Capital Partners Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“ Merger Sub ”), pursuant to which Merger Sub will merge with and into t…

Other Events. On September 21, 2026, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference. In addition, on September 21, 2026, the Company distributed the following materials with respect to the proposed Merger: (i) an email sent to employees of the Company; (ii) an FAQ posted on the Company’s Investor Relations website; and (iii) a message posted on the Company’…

Entry into a Material Definitive Agreement On August 25, 2026, Priority Payment Systems, LLC (“ PPS ”), an indirect, wholly-owned subsidiary of Priority Technology Holdings, Inc. (the “ Company ”), entered into and simultaneously closed the transaction (the “ Transaction ”) contemplated by, a Membership Interest Purchase Agreement (the “ Purchase Agreement ”), by and among PPS as buyer, Convenient Payments Acquisition Subsidiary, LLC, as seller (“ Seller ”), and the Company (solely with respe…

contains information about how to access the conference call and webcast. A copy of the slide presentation to be used during the earnings call and webcast is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The slide presentation also will be available on our website, www.prioritycommerce.com under the "Investor Relations" section. The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Sec…

contains information about how to access the conference call and webcast. A copy of the slide presentation to be used during the earnings call and webcast is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The slide presentation also will be available on our website, www.prioritycommerce.com under the "Investor Relations" section. The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Sec…

Changes in Registrant’s Certifying Accountant. Dismissal of Independent Registered Public Accounting Firm On March 11, 2026, the Audit Committee (the “ Audit Committee ”) of the Board of Directors of Priority Technology Holdings, Inc. (the “ Company ”) approved the dismissal of Ernst & Young LLP (“ EY ”) as Company’s independent registered public accounting firm, effective immediately. Other than as described below, the reports of EY on the consolidated financial statements of the Company and…

contains information about how to access the conference call and webcast. A copy of the slide presentation to be used during the earnings call and webcast is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The slide presentation also will be available on our website, www.prioritycommerce.com under the "Investor Relations" section. The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Sec…

contains information about how to access the conference call and webcast. A copy of the slide presentation to be used during the earnings call and webcast is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The slide presentation also will be available on our website, www.prioritycommerce.com under the "Investor Relations" section. The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Sec…

Entry into a Material Definitive Agreement On October 1, 2025, Priority DMS, LLC (“ Priority DMS ”) and Priority Payment Systems, LLC (“ PPS ”), each an indirect, wholly-owned subsidiary of Priority Technology Holdings, Inc. (the “ Company ”), entered into, and closed the transaction contemplated by, an Asset Purchase and Contribution Agreement (the “ Purchase Agreement ”), by and among Priority DMS as buyer, PPS (solely with respect to PPS’s obligation to contribute $35,000,000 in cash to Pr…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in

Entry into a Material Definitive Agreement Credit Agreement On August 18, 2025, Priority Finance SPV, LLC, as borrower (the “ Borrower ”), a special purpose vehicle and indirect wholly-owned subsidiary of Priority Technology Holdings, Inc. (the “ Company ”), Priority Residual Finance, LLC, as holdings (“ Holdings ” and, together with the Borrower, the “ Loan Parties ”), a special purpose vehicle and an indirect wholly-owned subsidiary of the Company, and Priority Holdings, LLC (“ Priority ”),…

contains information about how to access the conference call and webcast. A copy of the slide presentation to be used during the earnings call and webcast is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The slide presentation also will be available on our website, www.prioritycommerce.com under the "Investor Relations" section. The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Sec…

Entry into a Material Definitive Agreement On July 31, 2025, Priority Holdings, LLC, as a borrower (the “ Initial Borrower ”) and direct wholly-owned subsidiary of Priority Technology Holdings, Inc. (the “ Company ”), the other Credit Parties (as defined in Amendment No. 2 (as defined below)) party thereto, each of the Lenders (as defined in Amendment No. 2) party thereto, each 2025-1 Converting Lender (as defined in Amendment No. 2) party thereto, each 2025-1 Incremental Revolving Credit Len…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in

contains information about how to access the conference call and webcast. A copy of the slide presentation to be used during the earnings call and webcast is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The slide presentation also will be available on our website, www.prioritycommerce.com under the "Investor Relations" section. The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Sec…

contains information about how to access the conference call and webcast. A copy of the slide presentation to be used during the earnings call and webcast is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The slide presentation also will be available on our website, www.prioritycommerce.com under the "Investor Relations" section. The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Sec…

Director — John V. Priore: Mr. Priore resigned from the Board, and Clayton Main was appointed as a new director to fill the vacancy.

Entry Into a Material Definitive Agreement. Underwriting Agreement On January 15, 2025, Priority Technology Holdings, Inc. (the “Company,” “we,” “us” or “our”) entered into an underwriting agreement (the “Underwriting Agreement”) with Keefe, Bruyette & Woods, Inc. and TD Securities (USA) LLC, acting as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), and certain selling stockholders (the “Selling Stockholders”) relating to t…

Other Events. Estimated Preliminary Results for the Three Months Ended December 31, 2024 On January 15, 2025, the Company filed a preliminary prospectus supplement with the Securities and Exchange Commission (the “SEC”) under its effective shelf registration statement on Form S-3 (Registration No. 333-283519) (the “Preliminary Prospectus Supplement”) in connection with the Offering. The Preliminary Prospectus Supplement contains ranges of the Company’s estimated and unaudited preliminary fina…

Results of Operations and Financial Condition. The preliminary financial information for the three months ended December 31, 2024 set forth under

Entry into a Material Definitive Agreement On November 21, 2024 , Priority Holdings, LLC, as a borrower (the “ Initial Borrower ”), a direct wholly-owned subsidiary of Priority Technology Holdings, Inc. (the “ Company ”), the other Credit Parties (as defined in Amendment No. 1 (as defined below)) party thereto, the 2024-1 Incremental Term Lenders (as defined in Amendment No. 1) and Truist Bank, as administrative agent and collateral agent (the “ Agent ”), entered into Amendment No. 1 to the C…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in

contains information about how to access the conference call and webcast. A copy of the slide presentation to be used during the earnings call and webcast is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The slide presentation also will be available on our website, www.prioritycommerce.com under the "Investor Relations" section. The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Sec…