Priority Technology Holdings, Inc.

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “intend,” “plan” and “will” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to differ materially from those expressed or implied by such statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to: (i) the risk that the Merger may not be completed in a timely manner or at all, including the risk that the Merger may not be completed by the Outside Date; (ii) the failure to obtain the required Company Stockholder Approval; (iii) the failure to satisfy the other closing conditions to the Merger, including the receipt of required regulatory approvals related to state money transmitter licenses or the implementation of alternative compliance arrangements; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (v) potential litigation relating to the Merger, including the effects of any outcomes related thereto; (vi) the effect of the announcement or pendency of the Merger on the Company's business relationships, results of operations and business generally, including the ability to retain key employees; (vii) risks that the proposed Merger may disrupt current plans and operations; (viii) the amount of the costs, fees, expenses and charges related to the Merger; (ix) the risk that the price of Company Common Stock may decline significantly if the Merger is not completed; and (x) the risks and uncertainties described in the Company's filings with the SEC, including the Company's most recent Annual Report on Form 10-K filed with the SEC on March 10, 2026, and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. You should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update any forward-looking statements, except as required by applicable law. All forward-looking statements attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to herein.

Item 9.01 Financial Statements and Exhibits.

(d): Exhibits.