Priority Technology Holdings, Inc.

Previous wording

This section includes certain components of our results of operations for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024. We have derived this data, except the key indicators, from our Unaudited Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q and our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Current wording

This section includes certain components of our results of operations for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. We have derived this data, except the key indicators, from our Unaudited Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q and our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

For the three months ended September 30, 2025, our consolidated revenue of $241.4 million increased by $14.4 million, or 6.3%, from $227.0 million for the three months ended September 30, 2024. This overall increase was mainly driven by increase in total card dollar value processed in our Merchant Solutions segment, an increase in new enrollments, number of billed clients and higher interest income in our Treasury Solutions segment, and, increases in processing volume and ACH transactions count in our Payables Segment, which was partially offset by a decrease in issuing volume.

Current wording

For the three months ended March 31, 2026, our consolidated revenue of $249.6 million increased by $24.9 million, or 11.1%, from $224.6 million for the three months ended March 31, 2025. This overall increase was mainly driven by increase in total card processing dollar value and total card transaction count in our Merchant Solutions segment, an increase in number of billed clients and higher interest income which is partially offset by lower new enrollments in our Treasury Solutions segment, and, increases in buyer funded card processing dollar value, supplier funded issuing dollar value, incentive income, and ACH transactions count in our Payables Segment.

Previous wording

Merchant card fees revenue for the three months ended September 30, 2025 was $178.5 million an increase of $6.7 million or 3.9%, from $171.8 million for the three months ended September 30, 2024. The increase was primarily driven by an increase in total card value, and the transaction count processed by the Company.

Current wording

Merchant card fees revenue for the three months ended March 31, 2026 was $185.9 million an increase of $18.9 million or 11.3%, from $167.1 million for the three months ended March 31, 2025. The increase was primarily driven by an increase in total card dollar value, and the transaction count processed by the Company.

Previous wording

Money transmission services for the three months ended September 30, 2025 was $41.0 million, an increase of $7.1 million, or 21.0%, from $33.9 million for the three months ended September 30, 2024. This increase was primarily driven by an increase in new customer enrollments and average billed clients.

Current wording

Money transmission services for the three months ended March 31, 2026 was $41.7 million, an increase of $4.3 million, or 11.5%, from $37.4 million for the three months ended March 31, 2025. This increase was primarily driven by an increase in average billed clients which was partially offset by lower new customer enrollments.

Previous wording

Outsourced services and other services revenue of $18.3 million for the three months ended September 30, 2025 increased by $0.2 million, or 1.2%, from $18.1 million for the three months ended September 30, 2024, primarily due to growth in interest income from higher balances of permissible investments driven by higher account balances offset by reduction in interest rates.

Current wording

Outsourced services and other services revenue of $19.8 million for the three months ended March 31, 2026 increased by $2.8 million, or 16.6%, from $17.0 million for the three months ended March 31, 2025, primarily due to growth in interest income from higher balances of permissible investments driven by higher account balances offset by reduction in interest rates.

Previous wording

Equipment revenue of $3.6 million for the three months ended September 30, 2025 increased by $0.3 million, or 10.2% from $3.3 million for the three months ended September 30, 2024. The increase was primarily due to increased sales of point-of-sale equipment.

Current wording

Equipment revenue of $2.1 million for the three months ended March 31, 2026 decreased by $1.0 million, or 33.8% from $3.1 million for the three months ended March 31, 2025. The decrease was primarily due to lower point-of-sale equipment sales caused by a decrease in demand from merchants.

Previous wording

Cost of revenue (excludes depreciation and amortization) of $146.7 million for the three months ended September 30, 2025 increased by $5.6 million, or 4.0%, from $141.1 million for the three months ended September 30, 2024, primarily due to the corresponding increase in revenues.

Current wording

Cost of revenue (excludes depreciation and amortization) of $150.8 million for the three months ended March 31, 2026 increased by $13.4 million, or 9.8%, from $137.4 million for the three months ended March 31, 2025, primarily due to the corresponding increase in revenues.

Previous wording

Salary and employee benefits expense of $26.1 million for the three months ended September 30, 2025 increased by $4.4 million, or 20.2%, from $21.7 million for the three months ended September 30, 2024, primarily due to merit increases, lower capitalization rates, increased headcount to support overall growth of the Company and from the acquisition of Letus, Sila and Boom, and increased stock based compensation related to long term incentive awards to executives.

Current wording

Salary and employee benefits expense of $28.5 million for the three months ended March 31, 2026 increased by $2.7 million, or 10.7%, from $25.8 million for the three months ended March 31, 2025, primarily due to merit increases, increased headcount to support overall growth of the Company and from the acquisition of Sila, Boom and DMS, and increased stock based compensation related to long term incentive awards to executives.

Previous wording

Depreciation and amortization expense of $15.1 million for the three months ended September 30, 2025 increased by $1.4 million, or 10.1%, from $13.7 million for the three months ended September 30, 2024, primarily due to additional intangible assets from the Letus, Sila and Boom acquisitions and software capitalization, offset by full amortization of certain intangible assets.

Current wording

Depreciation and amortization expense of $17.6 million for the three months ended March 31, 2026 increased by $3.8 million, or 27.9%, from $13.8 million for the three months ended March 31, 2025, primarily due to the addition of intangible assets from the Letus, Sila, Boom and DMS acquisitions and software capitalization.

Previous wording

Selling, general and administrative expenses of $44.7 million for the nine months ended September 30, 2025 increased by $10.1 million, or 29.2%, from $34.6 million for the nine months ended September 30, 2024, primarily due to increase in professional charges related to SOX compliance, increased marketing and software expenses to support overall growth and cloud migration, expenses related to acquired businesses and assets, legal expenses related to the Company's secondary offering of common shares, and certain nonrecurring expenses.

Current wording

Selling, general and administrative expenses of $19.2 million for the three months ended March 31, 2026 increased by $4.1 million, or 27.4%, from $15.1 million for the three months ended March 31, 2025, primarily due to increase in professional and legal charges related to the Company's go-private project, increased marketing and software expenses to support overall growth and cloud migration, expenses related to acquired businesses and assets, which was partially offset by legal and other expenses related to the Company's secondary offering of common shares incurred during the quarter ended March 31, 2025.

Previous wording

Interest expense of $22.5 million for the three months ended September 30, 2025 decreased by $0.8 million, or 3.4%, from $23.2 million for the three months ended September 30, 2024, due to increased outstanding balance of the term loan facility and residual finance credit facility, offset by decreases in interest rates due to lower SOFR rates and beneficial changes in margin from the recent refinancing.

Current wording

Interest expense of $21.0 million for the three months ended March 31, 2026 decreased by $2.2 million, or (9.3)%, from $23.2 million for the three months ended March 31, 2025, due to decreased SOFR rates and beneficial changes in margin from the recent refinancing which was partially offset by increased outstanding balances of the 2024 Credit Agreement and the Residual Finance credit facility established during the quarter ended September 30, 2025.

Previous wording

We compute our interim period income tax expense or benefit by using a forecasted EAETR and adjust for any discrete items arising during the interim period and any changes in our projected full-year business interest expense and taxable income. The EAETR for 2025 is 20.7% and includes the income tax provision on pre-tax income and a tax benefit related to the release of a valuation allowance against deferred income taxes related to section 163(j) interest limitation carry over utilized in the current year. The effective tax rate for 2025 changed primarily due to a decrease in the valuation allowance against certain business interest carry over deferred tax assets.

Current wording

We compute our interim period income tax expense by using a forecasted EAETR and adjust for any discrete items arising during the interim period and any changes in our projected full-year business interest expense and taxable income. The EAETR for 2026 is 26.5% and includes the income tax provision on pre-tax income. The effective tax rate for 2026 changed primarily due to a year over year change in the discrete tax benefit associated with stock-based compensation vestings.

Previous wording

Revenue from our Merchant Solutions segment was $476.8 million for the nine months ended September 30, 2025, compared to $457.9 million for the nine months ended September 30, 2024. The increase of $18.9 million, or 4.1%, was primarily driven by an increase in merchant card fee rate, increased total card processing value and total card transaction count. The Company's merchant card fee revenue from the Merchant Solutions segment ($463.5 million for nine months ended September 30, 2025 and $443.6 million for the nine months ended September 30, 2024) as a percentage of total card processing value during the nine months ended September 30, 2025 increased to 0.85% from 0.83% as compared to the nine months ended September 30, 2024.

Current wording

Revenue from our Merchant Solutions segment was $161.8 million for the three months ended March 31, 2026, compared to $151.7 million for the three months ended March 31, 2025. The increase of $10.1 million, or 6.7%, was primarily driven by an increase in merchant card fee rate, increased total card processing dollar value and total card transaction count. The Company's merchant card fee revenue from the Merchant Solutions segment ($158.5 million for three months ended March 31, 2026 and $147.5 million for the three months ended March 31, 2025) as a percentage of total card processing dollar value during the three months ended March 31, 2026 increased to 0.87% from 0.83% as compared to the three months ended March 31, 2025.

Previous wording

Adjusted EBITDA from our Merchant Solutions segment was $27.7 million for the three months ended September 30, 2025, compared to $28.6 million for the three months ended September 30, 2024. The decrease of $0.9 million, or 3.2% was primarily driven by an increase in revenue, offset by mix related margin compression and increase in other operating expenses.

Current wording

Adjusted EBITDA from our Merchant Solutions segment was $27.7 million for the three months ended March 31, 2026, compared to $25.7 million for the three months ended March 31, 2025. The increase of $2.0 million, or 7.9% was primarily driven by an increase in revenue, offset by mix related margin compression, certain chargeback losses, and increase in other operating expenses.

Previous wording

Revenue from our Payables segment was $25.2 million for the three months ended September 30, 2025, compared to $22.1 million for the three months ended September 30, 2024. The increase of $3.0 million, or 13.6% was primarily driven by increased buyer funded card processing dollar value, ACH transaction count and interest from higher account balances offset by the decrease in supplier funded issuing dollar value.

Current wording

Revenue from our Payables segment was $32.4 million for the three months ended March 31, 2026, compared to $23.9 million for the three months ended March 31, 2025. The increase of $8.5 million, or 35.6% was primarily driven by increased buyer funded card processing dollar value, certain incentive income, ACH transaction count, supplier funded issuing dollar value, and interest from higher account balances.

Previous wording

Adjusted EBITDA from our Payables segment of $3.5 million for the three months ended September 30, 2025, compared to $1.9 million for the three months ended September 30, 2024.The increase in Adjusted EBITDA of $1.5 million or 78.7% was contributed by $1.1 million in the supplier funded business (driven by increase in revenues) and $0.4 million in the buyer funded business (driven by increased processing volume).

Current wording

Adjusted EBITDA from our Payables segment of $5.5 million for the three months ended March 31, 2026, compared to $3.5 million for the three months ended March 31, 2025.The increase in Adjusted EBITDA of $1.9 million or 55.1% was contributed by $4.0 million in the supplier funded business (driven by increase in revenues) and $1.5 million in the buyer funded business (driven by increased processing volume which was partially offset by mix related margin compression).

Previous wording

(1)This represents the average total account balance during the three and nine months ended on September 30, 2025, in the Treasury solutions segment, and excludes the deposits and balances maintained in the Merchant Solution and Payables segment. The total account and deposit balances as of September 30, 2025, were $1.6 billion.

Current wording

(1)This represents the average total account balance in the Treasury Solutions segment, and excludes the deposits and balances maintained in the Merchant Solutions and Payables segments. The total account and deposit balances as of March 31, 2026 and 2025, were $1.8 billion and $1.3 billion, respectively.

Previous wording

Revenue from our Treasury Solutions segment was $55.7 million for the three months ended September 30, 2025, compared to $47.1 million for the three months ended September 30, 2024. The increase of $8.6 million, or 18.2%, was primarily driven by an increase in average billed clients and average total account balances, acquisition of the Letus business, and growth in interest income due to higher balances of permissible investments offset by reduction in interest rates and lower average monthly enrollments.

Current wording

Revenue from our Treasury Solutions segment was $58.8 million for the three months ended March 31, 2026, compared to $50.1 million for the three months ended March 31, 2025. The increase of $8.8 million, or 17.5%, was primarily driven by an increase in average billed clients and average total account balances, acquisition of Sila, and growth in interest income due to higher balances of permissible investments offset by a reduction in interest rates and decreased average monthly enrollments.

Previous wording

Adjusted EBITDA from our Treasury Solutions segment was $46.7 million for the three months ended September 30, 2025, compared to $40.9 million for the three months ended September 30, 2024. The increase of $5.7 million, or 14.0%, was primarily driven by increases in revenues.

Current wording

Adjusted EBITDA from our Treasury Solutions segment was $46.7 million for the three months ended March 31, 2026, compared to $42.4 million for the three months ended March 31, 2025. The increase of $4.2 million, or 10.0%, was primarily driven by increases in revenues.

Previous wording

Our working capital, defined as current assets less current liabilities, was $82.0 million at September 30, 2025 and $37.7 million at September 30, 2024. As of September 30, 2025, we had cash totaling $57.0 million compared to $41.1 million at September 30, 2024. These cash balances do not include restricted cash of $13.0 million and $13.4 million at September 30, 2025 and September 30, 2024, respectively, which reflects cash accounts holding customer settlement funds and cash reserves for potential losses. The current portion of long-term debt included in current liabilities was $10.0 million and $8.4 million at September 30, 2025 and September 30, 2024, respectively. At September 30, 2025, we had availability of approximately $100.0 million under our revolving credit facility.

Current wording

Our working capital, defined as current assets less current liabilities, was $122.9 million at March 31, 2026 and $61.9 million at March 31, 2025. As of March 31, 2026, we had cash totaling $92.2 million compared to $47.6 million at March 31, 2025. These cash balances do not include restricted cash of $16.4 million and $11.5 million at March 31, 2026 and March 31, 2025, respectively, which reflects cash accounts holding customer settlement funds and cash reserves for potential losses. The current portion of long-term debt included in current liabilities was $0.5 million and $1.9 million at March 31, 2026 and March 31, 2025, respectively. At March 31, 2026, we had availability of approximately $100.0 million under our revolving credit facility.

Previous wording

The following table and discussion reflect our changes in cash flows for the comparative nine month periods.

Current wording

The following table and discussion reflect our changes in cash flows for the comparative three month periods.

Previous wording

Net cash provided by operating activities was $63.2 million for the nine months ended September 30, 2025 compared to $61.9 million for the nine months ended September 30, 2024. The $1.3 million increase was driven by an increase in net income offset by non-cash adjustments and changes in the operating assets and liabilities.

Current wording

Net cash provided by operating activities was $23.8 million for the three months ended March 31, 2026 compared to $10.0 million for the three months ended March 31, 2025. The $13.8 million increase was driven by an increase in net income and favorable non-cash adjustments and changes in the operating assets and liabilities.

Previous wording

Cash Used in Investing Activities

Current wording

Cash Provided by/(Used in) Investing Activities

Previous wording

Net cash used in investing activities was $151.9 million and $24.7 million for the nine months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025, investing activities included acquisitions of businesses, net of cash acquired of $77.4 million, additions to property, equipment and software of $19.0 million, $5.1 million related to net funding of new loans to ISOs, and $50.5 million in short-term investments of MTL funds and investments in unconsolidated entities. For the nine months ended September 30, 2024, net cash used in investing activities included additions to property, equipment and software of $17.0 million, $0.2 million related funding of new loans to ISOs and $7.5 million related to the acquisition of intangible assets and an investment in an unconsolidated entity.

Current wording

Net cash provided by investing activities was $11.4 million for the three months ended March 31, 2026, compared to $9.7 million of cash used in investing activities for the three months ended March 31, 2025. For the three months ended March 31, 2026, investing activities included the $25.0 million redemption of short-term investments of MTL funds offset by $8.1 million related to net funding of new loans to ISOs and $5.5 million additions to property, equipment and software. For the three months ended March 31, 2025, net cash used in investing activities included additions to property, equipment and software of $5.1 million, $0.1 million related to net funding of new loans to ISOs and $4.5 million related to the acquisition of a business.

Previous wording

Net cash provided by financing activities was $288.6 million for the nine months ended September 30, 2025, compared to $84.7 million of cash used in financing activities for the nine months ended September 30, 2024. The net cash provided by financing activities for the nine months ended September 30, 2025 included borrowings under the Second Amendment to the 2024 Credit Agreement and the Residual Finance Credit Facility of $1.0 billion, proceeds from the exercise of stock options of $0.4 million and changes in the net obligations for funds held on the behalf of customers of $247.5 million, offset by $945.5 million of cash used for the repayment of the term loan facility due to refinancing, $4.7 million in debt issuance and modification costs paid for the Second Amendment to the 2024 Credit Agreement, $3.0 million of cash used to purchase shares withheld for taxes, $19.8 million for the accelerated deferred consideration payments, and $6.0 million used to repurchase NCI in one of the subsidiaries. The net cash provided by financing activities for the nine months ended September 30, 2024 included changes in the net obligations for funds held on the behalf of customers of $116.1 million and borrowings under the 2024 Credit Agreement net of issue discounts of $830.2 million, offset by $661.9 million of cash used for the repayment of the principal of the 2021 Credit Agreement and debt issuance and modification costs related to the refinancing, $167.8 million related to the redemption of senior preferred stock and accumulated unpaid dividend, $2.1 million for the redemption of redeemable NCI in subsidiary, $22.1 million of cash dividends paid to redeemable senior preferred stockholders, $1.2 million of cash used for shares withheld for taxes and $5.0 million of payments of contingent consideration.

Current wording

Net cash provided by financing activities was $70.6 million and $47.3 million for the three months ended March 31, 2026 and 2025, respectively. The net cash provided by financing activities for the three months ended March 31, 2026, included borrowings under the Residual Finance credit facility of $6.8 million and changes in the net obligations for funds held on the behalf of customers of $65.0 million, offset by $0.2 million of cash used for the repayment of the Residual Finance credit facility, $0.9 million of cash used to purchase shares withheld for taxes, and $0.1 million for a deferred consideration payment. The net cash used in financing activities for the three months ended March 31, 2025, included changes in the net obligations for funds held on the behalf of customers of $59.1 million and proceeds from the exercise of stock options of $0.1 million offset by $10.0 million of cashed used for the unscheduled repayment of the term loan principal for the 2024 Credit Agreement, $1.5 million of cash used for shares withheld for taxes and $0.4 million of payments of contingent consideration.

Previous wording

As of September 30, 2025, we had outstanding debt obligations, including the current portion and unamortized debt discount of $1,023.9 billion, compared to $945.5 million at December 31, 2024, resulting in an increase of $78.4 million. The increase is due to the Second Amendment to the 2024 Credit Agreement and the addition of the Residual Finance Credit Facility offset by an unscheduled principal payment. The debt balance at September 30, 2025 consisted of $1.0 billion outstanding under the 2024 Credit Agreement's (as amended) term facility and $23.9 million under the Residual Finance Credit Facility's term facility offset by $16.4 million of unamortized debt discounts and issuance costs.

Current wording

As of March 31, 2026, we had outstanding debt obligations, including the current portion and unamortized debt discount of $1.06 billion, compared to $1.06 billion at December 31, 2025, resulting in an increase due to net borrowings from the Residual Finance credit facility. The debt balance at March 31, 2026 consisted of $1.02 billion outstanding under the 2024 Credit Agreement's (as amended) term facility and $0.04 billion under the Residual Finance Credit Facility's term facility offset by $15.6 million of unamortized debt discounts and issuance costs.

Previous wording

The 2024 Credit Agreement contains representations and warranties, financial and collateral requirements, mandatory payment events, events of default and affirmative and negative covenants, including without limitation, covenants that restrict among other things, the ability to create liens, pay dividends or distribute assets from the loan parties to the Company, merge or consolidate, dispose of assets, incur additional indebtedness, make certain investments or acquisitions, enter into certain transactions (including with affiliates) and to enter into certain leases.

Current wording

The 2024 Credit Agreement and Residual Finance credit facility both contain representations and warranties, financial and collateral requirements, mandatory payment events, events of default and affirmative and negative covenants, including without limitation, covenants that restrict among other things, the ability to create liens, pay dividends or distribute assets from the loan parties to the Company, merge or consolidate, dispose of assets, incur additional indebtedness, make certain investments or acquisitions, enter into certain transactions (including with affiliates) and to enter into certain leases.

Previous wording

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that may affect our current and/or future financial statements. See Note 1, Basis of Presentation and Significant Accounting Policies, to our Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, for a discussion of recently issued accounting pronouncements not yet adopted.

Current wording

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that may affect our current and/or future consolidated financial statements. See Note 1, Basis of Presentation and Significant Accounting Policies, to our Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, for a discussion of recently issued accounting pronouncements not yet adopted.