Priority Commerce Signs $1.6 Billion CEO-Led Take-Private at $8.05 a Share

Has Priority Commerce already gone private?

No. Priority Technology Holdings remains publicly traded until the merger closes, which the company expects in the first half of 2027.

Orbitrum Investor Impact

What will Priority shareholders receive?

Unaffiliated shareholders will receive $8.05 per share in cash if the deal closes, representing a 38% premium to the September 18, 2026 closing price and a 65% premium to the November 7, 2025 unaffected price.

What does the deal mean for PRTH shareholders?

If the merger closes, eligible PRTH shares will convert into the $8.05 cash consideration and Priority's stock will be delisted, ending public shareholders' future equity exposure to the company.

Does Thomas Priore's majority ownership guarantee approval?

No. Supporting stockholders own about 61.4% of outstanding shares, but the merger also requires approval by a majority of votes cast by defined disinterested stockholders.

How is the take-private being financed?

The buyer expects to use up to $160 million of Searchlight Capital equity, borrowing under Priority's existing Truist revolving credit facility and available company cash. The merger is not subject to a financing condition.

What must happen before the transaction can close?

Priority must obtain the required stockholder votes and regulatory approvals tied to its state money-transmitter licenses, along with other closing conditions. The company plans to file a proxy statement and Schedule 13E-3 with the SEC.