Priority Technology Holdings, Inc.

17. Subsequent Events

On October 1, 2025, Priority’s indirect subsidiary, Priority DMS LLC, (the "acquiring entity"), acquired certain assets of DMSJV LLC (the "DMS business"), for cash consideration of $35.0 million, earn outs not to exceed $22.5 million and equity in the acquiring entity. Post transaction, Priority owns 76.7% of the equity interest in the acquiring entity with the remaining interest owned by the sellers of the DMS business. Considering the timing of the acquisition, the Company has not yet completed its preliminary acquisition accounting. The DMS business is a leading vertically focused reseller in the auto and truck dealership sector and will complement the Company's Merchant Solutions segment. Priority will benefit from the addition of the DMS team, vertically focused integrated software and distribution in the automotive dealership arena. The preliminary acquisition accounting is expected to be completed in the fourth quarter of 2025.

On October 1, 2025, the Company entered into the third amendment to its 2024 Credit Agreement to increase its term loan facility by $35.0 million. All other significant terms remained unchanged. The proceeds of the increase were used to fund the acquisition of the DMS business. The accounting evaluation of the amendment is in process.

On October 31, 2025, the Company made a voluntary principal prepayment of $15.0 million on the 2024 Credit Agreement's term facility.