Priority Technology Holdings, Inc.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
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, 2026 · Filed Nov 5, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001653558-26-000130
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001653558-26-000166
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 2 previous paragraphs and 6 current paragraphs.
2 unchanged; 0 reworded; 4 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
The Merger may not be completed on the anticipated timeline or at all, which could adversely affect our business and the market price of our common stock.
Current report
Completion of the Merger is subject to conditions, including adoption of the Merger Agreement by the holders of a majority of our outstanding shares and, separately, by a majority of the votes cast by our unaffiliated stockholders, which cannot be waived; receipt of consents from state money transmitter licensing authorities, which may take significant time and may be conditioned; the absence of a material adverse effect; and our existing credit agreements remaining in full force and effect. Although the Supporting Stockholders, who own approximately 61.4% of our outstanding shares, have agreed to vote in favor of the Merger, the Merger cannot be completed without the support of our unaffiliated stockholders. If the Merger is not completed, the market price of our common stock may decline to the extent it reflects an assumption that the Merger will be completed, and we may be required under certain circumstances to pay Parent a termination fee of $15.75 million.
Current report
The pendency of the Merger could disrupt our business, and we will incur significant costs whether or not the Merger is completed.
Current report
The announcement and pendency of the Merger, and restrictions under the Merger Agreement on the conduct of our business, including limitations on acquisitions, indebtedness, share repurchases and compensation changes, could divert management's attention, affect our relationships with customers, partners and employees, and limit our ability to pursue opportunities. We have incurred and will continue to incur significant financial advisory, legal and other costs, many of which are payable regardless of completion. In addition, our Chairman and Chief Executive Officer controls Parent and has interests in the Merger that differ from those of our other stockholders, and litigation relating to the Merger could result in significant costs or delay or prevent its completion.