Priority Technology Holdings Inc. Engages Advisors Amid Potential Take-Private Proposal

On December 8, 2025, Priority Technology Holdings, Inc. (NASDAQ: PRTH) announced significant developments regarding a preliminary, non-binding proposal for a take-private transaction led by Thomas Priore, the company's Chairman and Executive Officer. In response, the Company has formed a Special Committee composed of independent and disinterested directors from its Board of Directors. This committee has retained Barclays as its financial advisor and the prominent law firm Paul, Weiss, Rifkind, Wharton & Garrison LLP as independent legal counsel.

This strategic move aims to evaluate the proposal submitted on November 9, 2025, and explore other possible strategic alternatives as the company navigates this pivotal moment in its operations.

The preliminary proposal from Thomas Priore is non-binding, which means that while it indicates interest, it does not obligate any party to proceed with a definitive offer or agreement. The Special Committee has not established a timeline for the completion of its evaluation, leaving the door open for further discussions and considerations.

Importantly, the company has cautioned that there is no assurance that a definitive offer will emerge, nor that any agreement will be executed, or that the transaction will be approved or finalized. This uncertainty is a critical element that stakeholders will be watching closely.

The formation of the Special Committee and the engagement of reputable advisors underscore Priority's commitment to thoroughly analyzing the implications of the proposed transaction. This process reflects a strategic approach to potentially significant changes in the company's ownership structure, which could have wide-ranging effects on its operations, governance, and market position.

Priority Technology Holdings is known for its innovative payments and banking solutions, which allow businesses to manage their financial operations through a unified commerce engine. The company’s offerings include payables, merchant solutions, and treasury solutions, aimed at optimizing cash flow and reducing costs for its clients.

As the market digests this news, investors and analysts will be keenly observing the developments surrounding the proposal and the Special Committee's evaluation process. While the lack of a definitive timeline could suggest a cautious approach, the involvement of Barclays and Paul, Weiss indicates a serious commitment to exploring all available options.

The company also emphasized that it does not intend to comment further on this matter unless necessary, which could leave the market in suspense as stakeholders await clarity on the potential outcomes.

Priority Technology Holdings Inc.'s recent press release sets the stage for an important chapter in the company's evolution as it considers a significant proposal that could reshape its future. With the Special Committee now in place and equipped with experienced advisors, the company appears poised to navigate the complexities of this evaluation process. Investors will need to remain vigilant as this situation develops, with the potential for major implications for the company’s strategic direction and market standing.