Priority Technology Holdings, Inc. Reports First Quarter Financial Results

Published: 2026-05-11 07:31:05 ET PRTH

First Quarter Performance Driven by Strength of Unified Commerce Platform

Published on 05/11/2026 at 07:31 am EDT

Priority Technology Holdings, Inc. (NASDAQ: PRTH) (“Priority” or the “Company”), is a payments and banking fintech purpose-built to collect, store, lend and send money with a connected commerce engine that combines full-service merchant acquiring for accounts receivable, complete automated payables tools for bill payment, and sophisticated treasury management solutions to accelerate cash flow and optimize working capital for its customers, announced its first quarter 2026 financial results including strong year-over-year revenue growth.

Highlights of Consolidated Results and Additional Information1

First Quarter 2026 Financial Highlights compared with First Quarter 2025

(1)

Certain amounts/percentages may not compute accurately due to rounding.

(2)

See “Non-GAAP Financial Measures” and the reconciliations of Adjusted Gross Profit (non-GAAP), Adjusted Gross Profit Margin (non-GAAP), Adjusted EBITDA, and Adjusted EPS- diluted (non-GAAP) to their most comparable GAAP measures provided within this document for additional information.

“Strong first quarter results reflect the continued success of Priority’s Connected Commerce engine, with over 11% revenue growth and 13% adjusted gross profit growth,” said Tom Priore, Chairman & CEO of Priority. “Our partners and customers connect with our diverse set of payments and treasury solutions to embed key money movement, compliance and risk management capabilities into their workflows, creating new revenue opportunities and operating efficiency. The momentum across our business segments gives us confidence to affirm our full year 2026 financial guidance.”

Full Year 2026 Financial Guidance

Priority's outlook remains strong and we affirm our full year 2026 guidance:

Conference Call

The Company will host a conference call on Monday, May 11, 2026 at 10:00 a.m. EDT to discuss its first quarter financial results. Participants can access the call by phone in the U.S. or Canada at (877) 704-4453 or internationally at (201) 389-0920.

The Internet webcast link and accompanying slide presentation can be accessed at https://viavid.webcasts.com/starthere.jsp?ei=1761070&tp_key=f7eef49768 and will also be posted in the "Investor Relations" section of the Company's website at www.prioritycommerce.com/investors.

An audio replay of the call will be available shortly after the conference call until May 25, 2026, at 11:59 p.m. EDT. To listen to the audio replay, dial (844) 512-2921 or (412) 317-6671 and enter conference ID number 13760290. Alternatively, you may access the webcast replay in the "Investor Relations" section of the Company's website at https://ir.prioritycommerce.com.

Non-GAAP Financial Measures

This communication includes certain non-GAAP financial measures that we regularly review to evaluate our business and trends, measure our performance, prepare financial projections, allocate resources, and make strategic decisions. We believe these non-GAAP measures help to illustrate the underlying financial and business trends relating to our results of operations and comparability between current and prior periods. We also use these non-GAAP measures to establish and monitor operational goals. However, these non-GAAP measures are not superior to or a substitute for prominent measurements calculated in accordance with GAAP. Rather, the non-GAAP measures are meant to be a complement to understanding measures prepared in accordance with GAAP.

Adjusted Gross Profit and Adjusted Gross Profit Margin

The Company's adjusted gross profit metric represents revenues less cost of revenue (excluding depreciation and amortization). Adjusted gross profit margin is adjusted gross profit divided by revenues. We review these non-GAAP measures to evaluate our underlying profit trends. The reconciliation of adjusted gross profit to its most comparable GAAP measure is provided below:

(in thousands)

Three Months Ended March 31,

2026

2025

Revenues

249,558

224,630

Cost of revenue (excluding depreciation and amortization)

(150,787

)

(137,353

)

Adjusted gross profit

98,771

87,277

Adjusted gross profit margin

39.6

38.9

Depreciation and amortization of revenue generating assets

(5,274

)

(4,668

)

Gross profit

93,497

82,609

Gross profit margin

37.5

36.8

EBITDA and Adjusted EBITDA

EBITDA and adjusted EBITDA are performance measures. EBITDA is earnings before interest, income tax, and depreciation and amortization expenses ("EBITDA"). Adjusted EBITDA begins with EBITDA but further excludes certain non-cash costs, such as stock-based compensation and the write-off of the carrying value of investments or other assets, as well as debt extinguishment and modification expenses and other expenses and income items considered non-recurring, such as acquisition integration expenses, certain professional fees, and litigation settlements. We review the non-GAAP adjusted EBITDA measure to evaluate our business and trends, measure our performance, prepare financial projections, allocate resources, and make strategic decisions.

The reconciliation of adjusted EBITDA to its most comparable GAAP measure is provided below:

(in thousands)

Three Months Ended March 31,

2026

2025

Net income

9,760

8,268

Interest expense

21,016

23,176

Income tax expense

3,646

2,250

Depreciation and amortization

17,615

13,777

EBITDA

52,037

47,471

Debt modification and extinguishment expenses

—

Selling, general and administrative (non-recurring)

3,969

2,199

Non-cash stock-based compensation

2,088

1,586

Adjusted EBITDA

58,094

51,294

Further detail of certain of these adjustments, and where these items are recorded in our consolidated statements of operations, is provided below:

(in thousands)

Three Months Ended March 31,

2026

2025

Selling, general and administrative expenses (non-recurring):

Legal fees(1)

1,825

1,296

Professional, accounting and consulting fees(2)

2,063

1,044

Other (income) expenses, net

Litigation settlement

—

(160

)

3,969

2,199

(1) These legal expenses primarily relate to litigation matters, mergers and acquisitions, and other transactions (e.g., the ongoing go-private project), all of which are non-recurring in nature.

(2) These professional, accounting, and consulting fees are associated with non-recurring projects, including professional fees and incremental audit fees incurred for valuation and audit work related to acquisitions, disposals, and automation initiatives.

Adjusted Earnings Per Share (Adjusted EPS)

Adjusted EPS is a performance measure. Adjusted EPS is calculated by dividing adjusted net income attributable to common shareholders by weighted average number shares outstanding for the respective periods.

Adjusted net income attributable to common shareholders begins with net income attributable to common shareholders adjusted to exclude various items listed below. We believe that adjusted EPS is a measure that is useful to investors and management in understanding our ongoing profitability and in analysis of ongoing profitability trends.

(in thousands)

Three Months Ended March 31,

2026

2025

Reconciliation of Adjusted EPS

Net income attributable to common shareholders

9,760

8,268

Debt extinguishment and modification costs

—

Stock based compensation

2,088

1,586

Other non-recurring expenses

3,969

2,199

Amortization of acquisition related intangible assets

12,623

9,314

Tax impact of adjustments(1)

(4,857

)

(3,416

)

Adjusted net income attributable to common share holders

23,583

17,989

Weighted average common shares outstanding (basic)

81,373

78,774

Effect of dilutive potential common shares

2,274

1,083

Weighted average common shares outstanding (diluted)

83,647

79,857

Earnings (loss) per common share:

Basic

0.12

0.10

Diluted

0.12

0.10

Adjusted earnings per common share

Basic

0.29

0.23

Diluted

0.28

0.22

(1) The tax impact calculated using the blended statutory income tax rate (i.e. 26.0% for three months ended March 31, 2026 and 2025)

Priority does not provide a reconciliation of forward-looking non-GAAP financial measures to their comparable GAAP financial measures because it could not do so without unreasonable effort due to the unavailability of the information needed to calculate reconciling items and due to the variability, complexity and limited visibility of the adjusting items that would be excluded from the non-GAAP financial measures in future periods. When planning, forecasting and analyzing future periods, the Company does so primarily on a non-GAAP basis without preparing a GAAP analysis as that would require estimates for various cash and non-cash reconciling items that would be difficult to predict with reasonable accuracy. For example, stock-based compensation expense would be difficult to estimate because it depends on the Company's future hiring and retention needs, as well as the future fair market value of the Company's common stock, all of which are difficult to predict and subject to constant change. As a result, the Company does not believe that a GAAP reconciliation would provide meaningful supplemental information about the Company's outlook.

About Priority Technology Holdings, Inc.

Priority is the payments and banking solution that enables businesses to collect, store, lend and send funds through a unified commerce engine. Our platform combines payables, merchant solutions, and treasury solutions so leaders can streamline financial operations efficiently — and our innovative industry experts help businesses navigate and build momentum on the path to growth. With the Priority Commerce Engine, leaders can accelerate cash flow, optimize working capital, reduce unnecessary costs, and unlock new revenue opportunities. To learn more about Priority (NASDAQ: PRTH), visit prioritycommerce.com

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services, and other statements identified by words such as “may,” “will,” “should,” “anticipates,” “believes,” “expects,” “plans,” “future,” “intends,” “could,” “estimate,” “predict,” “projects,” “targeting,” “potential” or “contingent,” “guidance,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, our 2026 outlook and statements regarding our market and growth opportunities. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive risks, trends and uncertainties that could cause actual results to differ materially from those projected, expressed, or implied by such forward-looking statements. Our actual results could differ materially, and potentially adversely, from those discussed or implied herein.

We caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this press release in the context of the risks and uncertainties disclosed in our SEC filings, including our most recent Annual Report on Form 10-K filed with the SEC on March 10, 2026. These filings are available online at www.sec.gov or www.prioritycommerce.com.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the way we expect. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. The forward-looking statements included in this press release are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

Priority Technology Holdings, Inc.

Unaudited Consolidated Statements of Operations and Comprehensive Income

(in thousands, except per share amounts)

Three Months Ended March 31,

2026

2025

Revenues

249,558

224,630

Operating expenses

Cost of revenue (excludes depreciation and amortization)

150,787

137,353

Salary and employee benefits

28,522

25,775

Depreciation and amortization

17,615

13,777

Selling, general and administrative

19,244

15,100

Total operating expenses

216,168

192,005

Operating income

33,390

32,625

Other expense

Interest expense

(21,016

)

(23,176

)

Debt extinguishment and modification costs

—

(38

)

Other income, net

1,032

1,107

Total other expense, net

(19,984

)

(22,107

)

Income before income taxes

13,406

10,518

Income tax expense

3,646

2,250

Net income attributable to common stockholders

9,760

8,268

Other comprehensive income

Foreign currency translation adjustments

(353

)

Comprehensive income

9,407

8,311

Earnings per common share:

Basic

0.12

0.10

Diluted

0.12

0.10

Adjusted earnings per common share(1):

Basic

0.29

0.23

Diluted

0.28

0.22

Weighted-average common shares outstanding:

Basic

81,373

78,774

Diluted

83,647

79,857

Priority Technology Holdings, Inc.

Unaudited Consolidated Balance Sheets

(in thousands)

March 31, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

92,152

77,192

Restricted cash

16,403

16,457

Accounts receivable, net of allowances

88,547

91,300

Prepaid expenses and other current assets

29,357

32,145

Current portion of notes receivable, net of allowance

2,410

2,062

Settlement assets

1,355,757

1,295,896

Total current assets

1,584,626

1,515,052

Notes receivable, less current portion

25,340

17,629

Property, equipment and software, net

59,785

58,636

Goodwill

416,535

416,641

Intangible assets, net

302,518

315,190

Deferred income taxes, net

47,102

46,350

Other noncurrent assets

30,300

29,306

Total assets

2,466,206

2,398,804

Liabilities, Stockholders' Deficit and Non-controlling interest

Current liabilities:

Accounts payable and accrued expenses

58,754

70,636

Accrued residual commissions

43,558

40,463

Customer deposits and advance payments

2,728

1,972

Current portion of long-term debt

525

—

Settlement obligations

1,356,128

1,297,263

Total current liabilities

1,461,693

1,410,334

Long-term debt, net of current portion, discounts and debt issuance costs

1,045,909

1,039,358

Other noncurrent liabilities

40,440

41,484

Total liabilities

2,548,042

2,491,176

Stockholders' deficit:

Preferred stock

—

Common stock

Treasury stock, at cost

(23,643

)

(22,759

)

Additional paid-in capital

15,902

13,925

Accumulated other comprehensive loss

(563

)

(210

)

Accumulated deficit

(81,693

)

(91,453

)

Total stockholders' deficit attributable to stockholders of Priority

(89,915

)

(100,415

)

Non-controlling interests in consolidated subsidiaries

8,079

8,043

Total stockholders' deficit

(81,836

)

(92,372

)

Total liabilities, stockholders' deficit and Non-controlling interest

2,466,206

2,398,804

Priority Technology Holdings, Inc.

Unaudited Consolidated Statements of Cash Flows

(in thousands)

Three Months Ended March 31,

2026

2025

Cash flows from operating activities:

Net income

9,760

8,268

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization of assets

17,615

13,777

Stock-based compensation, ESPP, and incentive units compensation

2,088

1,586

Amortization of debt issuance costs and discounts

467

434

Debt extinguishment and modification costs

—

Deferred income tax

(752

)

(2,236

)

Change in contingent consideration

428

1,006

Other non-cash items, net

(204

)

(20

)

Change in operating assets and liabilities:

Accounts receivable

2,753

(12,182

)

Prepaid expenses and other current assets

(2,991

)

(73

)

Income taxes

4,188

4,429

Accounts payable and accrued expenses

(11,743

)

(8,777

)

Accrued residual commissions

3,095

2,981

Customer deposits and advance payments

756

260

Other assets, net

(15

)

548

Other liabilities, net

(1,606

)

(83

)

Net cash provided by operating activities

23,839

9,956

Cash flows from investing activities:

Acquisition of business, net of cash acquired

—

(4,473

)

Additions to property, equipment and software

(5,523

)

(5,095

)

Notes receivable, net

(8,059

)

(147

)

Short-term investments

25,000

—

Net cash provided by/(used in) investing activities

11,418

(9,715

)

Cash flows from financing activities:

Proceeds from issuance of long-term debt

6,800

—

Debt issuance and modification costs paid

—

(40

)

Repayments of long-term debt

(191

)

(10,000

)

Shares withheld for taxes

(884

)

(1,470

)

Proceeds from exercise of stock options

—

110

Settlement obligations, net

64,981

59,060

Payment of deferred/contingent consideration

(80

)

(400

)

Net cash provided by financing activities

70,626

47,260

Net change in cash and cash equivalents and restricted cash:

Net increase in cash and cash equivalents, and restricted cash

105,883

47,501

Cash and cash equivalents and restricted cash at beginning of period

1,345,998

993,864

Cash and cash equivalents and restricted cash at end of period

1,451,881

1,041,365

Reconciliation of cash and cash equivalents, and restricted cash:

Cash and cash equivalents

92,152

47,587

Restricted cash

16,403

11,490

Cash and cash equivalents included in settlement assets (restricted in nature)

1,343,326

982,288

Total cash and cash equivalents, and restricted cash

1,451,881

1,041,365

Priority Technology Holdings, Inc.

Unaudited Reportable Segments' Results

(in thousands)

Three Months Ended March 31,

2026

2025

Merchant Solutions:

Revenues

161,786

151,690

Adjusted EBITDA

27,740

25,705

Key Indicators:

Total card processing dollar value

18,130,401

17,685,491

Total card transaction count

211,244

209,308

Payables:

Revenues

32,441

23,918

Adjusted EBITDA

5,454

3,516

Key Indicators:

Buyer funded card processing dollar value

972,910

716,900

Supplier funded issuing dollar value

242,387

237,290

ACH transaction count

5,059

4,641

Treasury Solutions:

Revenues

58,840

50,088

Adjusted EBITDA

46,671

42,442

Key Indicators:

Average CFTPay billed clients

1,128,935

940,463

Average CFTPay monthly enrollments

50,429

55,946

Average total account balances(1)

1,419,288

1,041,346

(1) This represents the average total account balance in the Treasury Solutions segment, and excludes the deposits 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.

Priority Technology Holdings, Inc.

Unaudited Reportable Segments' Results

(in thousands)

Three Months Ended March 31, 2026

Merchant

Solutions

Payables

Treasury

Solutions

Corporate

Total

Consolidated

Reconciliation of Adjusted EBITDA to GAAP Measure:

Adjusted EBITDA

27,740

5,454

46,671

(21,771

)

58,094

Interest expense

(1,082

)

—

(413

)

(19,521

)

(21,016

)

Depreciation and amortization

(9,917

)

(1,288

)

(5,203

)

(1,207

)

(17,615

)

Selling, general and administrative (non-recurring)

—

(3,969

)

(3,969

)

Non-cash stock based compensation

—

(36

)

(2,051

)

(2,088

)

Income (loss) before taxes

16,741

4,130

41,054

(48,519

)

13,406

Income tax expense

(3,646

)

Net income

9,760

Three Months Ended March 31, 2025

Merchant

Solutions

Payables

Treasury

Solutions

Corporate

Total

Consolidated

Reconciliation of Adjusted EBITDA to GAAP Measure:

Adjusted EBITDA

25,705

3,516

42,442

(20,369

)

51,294

Interest expense

—

(1,006

)

—

(22,170

)

(23,176

)

Depreciation and amortization

(6,625

)

(1,261

)

(4,642

)

(1,249

)

(13,777

)

Debt modification and extinguishment expenses

—

(38

)

(38

)

Selling, general and administrative (non-recurring)

—

(2,199

)

(2,199

)

Non-cash stock based compensation

)

(84

)

(32

)

(1,466

)

(1,586

)

Income (loss) before taxes

19,076

1,165

37,768

(47,491

)

10,518

Income tax expense

(2,250

)

Net income

8,268

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