# Priority Technology Holdings, Inc. (PRTH)

> Source: Nexqual · https://nexqual.com/PRTH · data as of 2026-10-29 20:00 UTC · cite as "Nexqual, Priority Technology Holdings, Inc. (PRTH), nexqual.com/PRTH" · informational, not investment advice.

## PRTH major shareholder filing: Schedule 13D/A, Sep 21, 2026
Thomas C. Priore, John V. Priore, AESV CreditCard Consulting, LLC filed a Schedule 13D/A on Sep 21, 2026, reporting up to 56.50% of the class (more than 5% owner that may seek to influence the company). Item 4, Purpose of Transaction, quoted:

> Merger Agreement On September 18, 2026, the Issuer entered into an Agreement and Plan of Merger (as it may be amended, restated, supplemented or modified from time to time, 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 the Company (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are entities controlled by Thomas C. Priore, the Issuer's Chairman and Chief Executive Officer (the "Majority Stockholder") and certain of his affiliates. …

Source: https://www.sec.gov/Archives/edgar/data/1653558/000121390026101765/0001213900-26-101765-index.htm

**Price:** USD 7.85 (+0.00% on the day) · last close of Oct 29, 2026; US market closed, not a live price. Prev close 7.85 · day 7.84–7.86 · 52w 4.44–7.86 · market cap $647M · NCM

## Key facts
- Last four reported quarters (through Jun 30, 2026): revenue $1.00B, net income $56.2M (5.6% margin), free cash flow $104M (SEC filings).
- Valuation: P/E 11.5x (avg 23.1x at the last 2 fiscal year-ends), EV/EBITDA 7.4x, net debt $928M.
- Insider open-market sales, last ~7 months: 3 Form 4 filings, $24K; 3 not under a Rule 10b5-1 plan ($24K); 0 by opportunistic insiders, 0 by routine insiders (three-year test, Cohen, Malloy & Pomorski 2012).
- Analysts: Hold (mean 3.00 on a 1–5 scale) (3 analysts), mean target USD 8.03 (range 8–8.05).
- Total return with dividends: 1Y +14.8% vs S&P 500 +14.8%; 5Y +48.7% vs S&P 500 +79.1%.
- Next earnings: 2026-11-05, EPS estimate USD 0.27, revenue estimate $259M. All companies reporting that day: https://nexqual.com/earnings/2026-11-05
- Dividend: PRTH paid no cash dividend in the last five years.
- Short interest: 9.50% of float (as of 2026-10-15), 1.5 days to cover.

## Financials (SEC 10-K; TTM = last four 10-Q/10-K quarters)
| USD | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 | TTM |
|---|---|---|---|---|---|---|
| Revenue | $515M | $664M | $756M | $880M | $953M | $1.00B |
| Operating income | $33.1M | $56.2M | $81.5M | $133M | $141M | $138M |
| Net income | $1.4M | -$2.1M | -$1.3M | $24.0M | $55.7M | $56.2M |
| EPS (diluted) | -$0.34 | -$0.50 | -$0.63 | -$0.31 | $0.68 | — |
| Free cash flow | -$342K | $51.6M | $60.0M | $63.9M | $75.1M | $104M |
| Operating margin | 6.4% | 8.5% | 10.8% | 15.2% | 14.8% | 13.8% |
| Net margin | 0.3% | -0.3% | -0.2% | 2.7% | 5.8% | 5.6% |
| Revenue growth | +27.3% | +28.9% | +13.9% | +16.4% | +8.3% | — |
| Cash + short-term investments | $20.3M | $18.5M | $39.6M | $58.6M | $77.2M | — |
| Total debt | $610M | $605M | $639M | $930M | $1.04B | — |
Fiscal years end Dec. EPS is split-adjusted.

## Valuation (price ÷ last four quarters, through Jun 30, 2026)
P/E 11.5x · P/S 0.7x · EV/EBITDA 7.4x · EV/Sales 1.6x · P/FCF 6.2x · FCF yield 16.02% · Earnings yield 8.67% · Net debt $928M · EV $1.57B
P/E at fiscal year-ends: Dec 2025 8.0x, Dec 2024 38.2x.

## Insider sales (SEC Form 4, open-market, last ~7 months)
0 of 3 under a Rule 10b5-1 trading plan (scheduled in advance). Unplanned sales were timed by the insider.
| Trade date | Insider | Role | Shares | Value | % of holdings sold | 10b5-1 plan | Insider type |
|---|---|---|---|---|---|---|---|
| 2026-07-01 | Favilla Christina M | Director | 1,229 | $8K | 0.9% | No | Too little history (no open-market trades in 2023–2025) |
| 2026-07-01 | Passilla Michael | Director | 1,168 | $8K | 0.5% | No | Too little history (no open-market trades in 2023–2025) |
| 2026-07-01 | Davis Marietta | Director | 1,168 | $8K | 1.3% | No | Too little history (no open-market trades in 2023 or 2024) |
% of holdings sold = shares sold ÷ (shares sold + all holdings the insider reported on that Form 4, direct and through trusts).
Insider type follows Cohen, Malloy & Pomorski (Journal of Finance, 2012). An insider who traded the stock in the same calendar month in each of the past three years is a routine trader; one who traded in each of those years without such a pattern is an opportunistic trader. In their study, trades by opportunistic insiders predicted future returns and trades by routine insiders did not. Counts open-market purchases and sales only (SEC Form 4 codes P and S) by that insider in that company. Not investment advice.

## Analysts
Consensus Hold (mean 3.00 on a 1–5 scale), 3 analysts; mean target USD 8.03 (low 8, high 8.05).
Rating changes, last 120 days:
| Date | Firm | Action | Rating | Price target |
|---|---|---|---|---|
| 2026-09-22 | Keefe, Bruyette & Woods | Target raised | Market Perform | $6.5 → $8 |
| 2026-09-21 | Lake Street | Downgrade | Buy → Hold | $13 → $8.05 |
| 2026-08-07 | Keefe, Bruyette & Woods | Target lowered | Market Perform | $7.5 → $6.5 |

## Total return (dividends reinvested)
|  | 1Y (from 2025-10-30) | 5Y (from 2021-10-25) |
|---|---|---|
| Total return | +14.8% | +48.7% |
| S&P 500 (SPY) | +14.8% | +79.1% |
| Per year | +14.9% | +8.2% |
| Volatility (annualized) | 67.6% | 68.2% |
| Max drawdown | -33.3% (Oct 2025→Mar 2026) | -62.3% (Dec 2024→Mar 2026) |

## Dividends
PRTH paid no cash dividend in the last five years.

## Short interest
3,186,250 shares sold short, 9.50% of the float, as of Oct 15, 2026 (exchange short-interest report, published about twice a month). Prior report (Sep 15, 2026): 1,905,204 shares (+67.2%). Days to cover: 1.5 (short shares ÷ average daily volume).

## Peers (Software - Infrastructure)
DLO (DLocal Limited) USD 13.65 -0.87% · BLSH (Bullish) USD 28.47 -0.90% · CORZ (Core Scientific, Inc.) USD 14.43 -3.80% · RELY (Remitly Global, Inc.) USD 24.64 +1.52% · TENB (Tenable Holdings, Inc.) USD 51.78 +6.28% · BB (BlackBerry Limited) USD 9.19 -2.23%

## More
Full page: https://nexqual.com/PRTH · Free keyless MCP server with the same data and citations: https://mcp.nexqual.com/mcp · Guide for agents: https://nexqual.com/agents · https://nexqual.com/llms.txt

## Supply chain and relationships (SEC annual reports)

Named in PRTH's own 10-K filed 2026-03-10 (https://www.sec.gov/Archives/edgar/data/1653558/000165355826000066/prth-20251231.htm):

| Relationship | Company | Sentence in the filing |
|---|---|---|
| Supplier | Plastiq | "We are well positioned to capitalize on the shift from check to Electronic Payments, which currently lags the consumer payments market, by eliminating the friction between buyers and suppliers through our industry leadin…" |
| Customer | Sila | "The increase of $35.3 million, or 19.6%, was primarily driven by an increase in customer enrollments in our CFTPay business, additional revenues generated by our Passport platform, acquisitions of Sila and Letus business…" |
| Partner | Visa (V) | "•Payables: Provides market-leading AP automation solutions to corporations, software partners and industry leading FIs (including Citibank, Visa and Mastercard) in addition to improving cash flows by providing instant ac…" |
| Partner | Mastercard (MA) | "•Payables: Provides market-leading AP automation solutions to corporations, software partners and industry leading FIs (including Citibank, Visa and Mastercard) in addition to improving cash flows by providing instant ac…" |

## Revenue by business segment (quarter ended 2026-06-30)

| Line | Revenue | Share | YoY |
|---|---|---|---|
| Merchant Solutions | $175.8M | 67.0% | +7.7% |
| Treasury Solutions | $60.5M | 23.1% | +14.9% |
| Payables | $30.4M | 11.6% | +21.6% |
| Total revenue | $262.3M | 100% | — |
The lines above cover 101.7% of total revenue.

## Revenue by product line (quarter ended 2026-06-30)

| Line | Revenue | Share | YoY |
|---|---|---|---|
| Merchant Card Fees | $171.9M | 65.6% | +8.2% |
| Equipment | $2.3M | 0.9% | -27.6% |
| Outsourced and Other Services | $1.5M | 0.6% | +28.3% |
| Total revenue | $262.3M | 100% | — |
The lines above cover 67% of total revenue.

## Analyst estimates and revisions

| Period | EPS est. | 90d ago | Change | Revenue est. | Analysts |
|---|---|---|---|---|---|
| Current quarter (ends 2026-09-30) | $0.27 | $0.28 | -5.4% | $259.2M | 4 |
| Next quarter (ends 2026-12-31) | $0.27 | $0.30 | -8.4% | $263.4M | 4 |
| Current fiscal year (ends 2026-12-31) | $1.09 | $1.12 | -2.5% | $1.03B | 4 |
| Next fiscal year (ends 2027-12-31) | $1.26 | $1.25 | +0.8% | $1.11B | 4 |

## Earnings history and stock reaction
| Results filed | Quarter | EPS | Consensus | Surprise | Stock reaction |
|---|---|---|---|---|---|
| — | Quarter ended Jun 30, 2026 | $0.29 | $0.26 | Beat +11.5% | — |
| — | Quarter ended Mar 31, 2026 | $0.28 | $0.22 | Beat +27.3% | — |
| — | Quarter ended Dec 31, 2025 | $0.27 | $0.28 | Miss −3.6% | — |
| — | Quarter ended Sep 30, 2025 | $0.28 | $0.27 | Beat +3.7% | — |
EPS as reported against the analyst consensus before the release; surprise uses the cent-rounded figures shown (in dollars when EPS and consensus have opposite signs). Stock reaction = close before the results to close after (the first close following a release after the bell or before the open).

## Recent SEC filings (last 120 days)
| Filed | Form | What it says | Filing |
|---|---|---|---|
| 2026-09-21 | Schedule 13D/A | Thomas C. Priore, John V. Priore: 56.5% of shares, 5%+ holder that may seek to influence the company (amended) — “Merger Agreement On September 18, 2026, the Issuer entered into an Agreement and Plan of Merger (as it may be amended, restated, supplemented or modified from time to time, the "Merger Agreement") with WD Capital Partners Parent Inc., a Delaware corporation ("Parent") and WD…” | https://www.sec.gov/Archives/edgar/data/1653558/000121390026101765/0001213900-26-101765-index.htm |
| 2026-09-21 | DEFA14A | Additional proxy material | https://www.sec.gov/Archives/edgar/data/1653558/000121390026101653/0001213900-26-101653-index.htm |
| 2026-09-21 | 8-K | Entered a material agreement; Director or executive officer change, or pay arrangement; Other material event — “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 the Company (the " Merger "), with the Company surviving the Merger…” | https://www.sec.gov/Archives/edgar/data/1653558/000121390026101651/0001213900-26-101651-index.htm |
| 2026-08-26 | 8-K | Entered a material 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 respect to its guarantee of PPS's payment obligations thereunder).…” | https://www.sec.gov/Archives/edgar/data/1653558/000165355826000134/0001653558-26-000134-index.htm |
| 2026-08-06 | 10-Q | Quarterly report · period ended Jun 30, 2026 | https://www.sec.gov/Archives/edgar/data/1653558/000165355826000130/0001653558-26-000130-index.htm |
| 2026-08-06 | 8-K | Quarterly results; Regulation FD disclosure | https://www.sec.gov/Archives/edgar/data/1653558/000165355826000127/0001653558-26-000127-index.htm |
Source: SEC EDGAR. Quotes are the opening words of each item as filed.