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Priority Technology Holdings Inc

For the period ended Mar 31, 2024. Filed May 9, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2024 · Filed May 9, 2024

PRTH$7.900.0%Stored close · as of Nov 10, 2026

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9. Redeemable Senior Preferred Stock and Warrants

  1. Redeemable Senior Preferred Stock and Warrants

The redeemable senior preferred stock ranks senior to the Company's Common Stock, equal with any other class of the Company's stock designated as being ranked on a parity basis with the redeemable senior preferred stock and junior to any other class of the Company's stock, including preferred stock, that is designated as being ranked senior to the redeemable senior preferred stock, with respect to the payment and distribution of dividends, the purchase or redemption of the Company's stock and the liquidation, winding up of and distribution of assets of the Company.

The following table provides the redemption value of the redeemable senior preferred stock for the periods presented:

(in thousands)March 31, 2024December 31, 2023
Redeemable senior preferred stock$225,000$225,000
Accumulated unpaid dividend48,19743,498
Dividend payable7,1227,027
Redemption value280,319275,525
Less: unamortized discounts and issuance costs(16,079)(16,920)
Redeemable senior preferred stock, net of discounts and issuance costs:$264,240$258,605

The following table provides a reconciliation of the beginning and ending carrying amounts of the redeemable senior preferred stock for the periods presented:

(in thousands) · Shares · Amount
December 31, 2023225$258,605
Unpaid dividend on redeemable senior preferred stock—4,699
Accretion of discounts and issuance costs—841
Cash portion of dividend outstanding at March 31, 2024—7,122
Payment of cash portion of dividend outstanding at December 31, 2023(7,027)
March 31, 2024225$264,240

The dividend rate as of March 31, 2024 and December 31, 2023, was 17.6% and 17.7% respectively.

The following table provides a summary of the dividends for the period presented:

Three Months Ended March 31,
(in thousands)20242023
Dividends paid in cash(1)$7,122$6,094
Accumulated dividends accrued as part of the carrying value of redeemable senior preferred stock4,6994,383
Dividends declared$11,821$10,477

(1)Dividend payable for the three months ended March 31, 2024 was paid on April 1, 2024.

Under the Amended Certificate of Designation, the dividend rate (capped at 22.50%) is equal to the three-month term SOFR (minimum of 1.00%), plus the three-month term SOFR spread adjustment of 0.26% plus the applicable margin of 12.00%. The dividend rate is subject to future increases if the Company doesn't comply with the minimum cash payment requirements outlined in the agreement, which includes required payments of dividends, required payments related to redemption or required prepayments. The dividend rate may also increase if the Company fails to obtain the required stockholder approval for a forced sale transaction triggered by investors or if an event of default as outlined in the agreement occurs.

In 2021, the Company issued warrants to purchase up to 1,803,841 shares of the Common Stock, at an exercise price of $0.001. As of March 31, 2024, none of the warrants have been exercised. The warrants are considered to be equity contracts indexed in the Company's own shares and therefore were recorded at their inception date relative fair value and are included in additional paid-in capital on the Company's Unaudited Consolidated Balance Sheets.

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