Priority Technology Holdings Go Private in $1.6B Deal

Priority Technology Holdings, Inc. (PRTH) said it will go private in a management-led, all-cash buyout announced Sept. 21, 2026, led by Chairman and CEO Thomas C. Priore. The special committee and board approved the transaction, while a shareholder-rights law firm launched a fiduciary-duty investigation.

Deal Terms, Ownership, and Financing

The company filed a Form 8-K describing a merger into WD Capital Partners Parent Inc., an entity controlled by Priore. Public shareholders not part of the investor group will receive $8.05 per share in cash. The Priore-led investor group and supporting stockholders collectively own about 61.4% of Priority’s outstanding shares and have agreed to roll their equity into the private company.

Priority said the agreed price represents a 65% premium to its closing share price on Nov. 7, 2025, the last trading day before public disclosure of the investor group’s preliminary, nonbinding proposal. It also represents a 38% premium to the closing price on Sept. 18, 2026, the last trading day before the definitive agreement. The price is more than 30% above Priore’s initial nonbinding offer of $6.00–$6.15 per share submitted in November 2025.

The merger agreement includes financing from up to $160 million of equity commitments from funds advised by Searchlight Capital Partners, borrowings under Priority’s revolving credit facility with Truist, and available company cash. The company said the transaction is not subject to a financing condition. The agreement sets an outside date of Dec. 18, 2027, and specifies a company termination fee of $15.75 million and a reverse termination fee of $35.25 million under certain circumstances.

The parties expect the merger to close in the first half of 2027, subject to regulatory approvals, customary closing conditions, and approval by holders of a majority of shares not owned by the investor group (a majority-of-the-minority vote). Upon closing, Priority will become a privately held, wholly owned subsidiary of WD Capital Partners Parent Inc., its Nasdaq listing will be terminated, and registration of its common stock will be withdrawn. Public shareholders will receive only the cash consideration.

Governance and Fiduciary-Duty Investigation

Priority appointed a special committee composed solely of independent, disinterested directors to evaluate the proposal. The committee obtained a fairness opinion from Barclays and unanimously concluded the merger is fair to unaffiliated stockholders, recommending it to the full board. The company emphasized that the committee members had no interests in the investor group and that negotiations with Priore and his affiliates were conducted at arm’s length.

Separately, Johnson Fistel, PLLP, a shareholder-rights law firm, announced an investigation into whether the board breached fiduciary duties in connection with the proposed sale. The investigation focuses on whether the board conducted a fair process to maximize shareholder value, whether potential conflicts tied to the CEO-led structure were adequately addressed, and whether shareholders received fair consideration.

Priority referenced Nov. 7, 2025, as the last trading day before public disclosure of the preliminary proposal and cited a Schedule 13D filing in December 2025 describing Priore’s position. The merger agreement dated Sept. 18, 2026, was filed as Exhibit 2.1 to the Form 8-K on Sept. 21. The company issued its press release at 7:30 a.m. ET that day, followed by Johnson Fistel’s announcement at 9:26 a.m. ET.