Priority Technology Holdings, Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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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.
Sep 30, 2025 · Filed Nov 6, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number:001-37872
(Exact name of registrant as specified in its charter)
| Delaware | 47-4257046 | |
|---|---|---|
| (State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification No.) | |
| 2001 Westside Parkway | ||
| Suite 155 | ||
| Alpharetta, | Georgia | 30004 |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant's telephone number, including area code: (404) 952-2107 | ||
| Not applicable | ||
| (Former name, former address and former fiscal year, if changed since last report) | ||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 | PRTH | NASDAQ |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ |
|---|---|---|---|
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes☐ No☒
As of October 31, 2025, the number of the registrant's Common Stock outstanding was 81,871,568.
| Page | |
|---|---|
| Commonly Used or Defined Terms | ii |
| PART I. FINANCIAL INFORMATION | 1 |
| Item 1. Financial Statements | 1 |
| Unaudited Consolidated Balance Sheets | 1 |
| Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) | 2 |
| Unaudited Consolidated Statements of Changes in Stockholders' Deficit and Non-Controlling Interest | 3 |
| Unaudited Consolidated Statements of Cash Flows | 6 |
| Notes to Unaudited Consolidated Financial Statements: | 8 |
| 1. Basis of Presentation and Significant Accounting Policies | 8 |
| 2. Acquisitions | 10 |
| 3. Revenues | 13 |
| 4. Settlement Assets and Obligations | 15 |
| 5. Notes Receivable | 17 |
| 6. Property, Equipment and Software | 18 |
| 7. Goodwill and Other Intangible Assets | 19 |
| 8. Debt Obligations | 20 |
| 9. Income Taxes | 22 |
| 10. Stockholders' Deficit | 23 |
| 11. Stock-based Compensation | 23 |
| 12. Related Party Transactions | 24 |
| 13. Commitments and Contingencies | 24 |
| 14. Fair Value | 26 |
| 15. Segment Information | 27 |
| 16. Earnings (Loss) per Common Share | 32 |
| 17. Subsequent Events | 32 |
| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 33 |
| Item 3. Qualitative and Quantitative Disclosures about Market Risk | 46 |
| Item 4. Controls and Procedures | 46 |
| PART II. OTHER INFORMATION | 47 |
| Item 1. Legal Proceedings | 47 |
| Item 1A. Risk Factors | 47 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 47 |
| Item 3. Defaults Upon Senior Securities | 47 |
| Item 4. Mine Safety Disclosures | 47 |
| Item 5. Other Information | 47 |
| Item 6. Exhibits | 48 |
| Signatures | 50 |
i
Commonly Used or Defined Terms
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