Priority Technology Holdings, Inc.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, designed to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized or reported within the time periods specified in SEC rules and regulations and that such information is accumulated and communicated to our management, including our principal executive officer (“CEO”), our principal financial officer (“CFO”) and, as appropriate, to allow timely decisions regarding required disclosures.

Management, with the participation of the CEO and CFO, has evaluated the effectiveness of the Company's disclosure controls and procedures as of December 31, 2025. Based on that evaluation, the Company's CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of December 31, 2025.

Report of Management on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our CEO and CFO, we evaluated the effectiveness of our internal control over financial reporting as of the end of the most recent fiscal year, December 31, 2025, utilizing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the Internal Control-Integrated Framework (2013). Based on this evaluation, management, including our CEO and CFO, concluded that the Company maintained effective internal control over financial reporting as of December 31, 2025.

Ernst & Young LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting as of December 31, 2025 (see Report of Independent Registered Public Accounting Firm).

Remediation of Material Weakness in Internal Control Over Financial Reporting

As previously reported in Part II, Item 9A, "Controls and Procedures" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, management identified a material weakness related to the design and operation of certain automated controls (including related information technology general controls ["ITGCs"]) for certain tools or applications involved in the transformation and ingestion of third-party processors data in the Company's control environment. The ingested data is a key input for determination of merchant revenue (and related accounts receivable) and residual expense (and related accounts payable). Consequently, automated controls and IT dependent manual business process controls that rely upon information from the affected financial applications and processes were also deemed ineffective.

We have remediated this material weakness as of December 31, 2025, by implementing the following measures:

•Identified and scoped in additional servers and applications involved in data transformation and ingestion process for ITGCs testing purposes;

•Identified and tested automated application controls throughout the data transformation and ingestion process; and

•Enhanced ITGCs around user access reviews, change management, segregation of duties between administration and production servers, critical interface jobs and privilege user access.

Changes in Internal Control over Financial Reporting

Except in connection with the remediation of the material weakness as discussed above, there were no changes in the Company’s internal controls over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting during the quarter ended December 31, 2025.

Inherent Limitations on Effectiveness of Controls and Procedures

Our management, including our CEO and CFO, recognizes our controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the the desired control objectives and will not prevent all errors and all fraud. The design of our disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.