Priority Technology Holdings disclosed that it has received a preliminary, non‑binding take‑private proposal from an investor group led by its chief executive officer, Thomas Priore. The proposal, dated November 9, 2025, values the company at $6.00 to $6.15 per share, representing a premium of roughly 23% to 26% over the most recent closing price. Priore and his affiliated entities own about 58% of the company’s outstanding shares, giving the group a controlling interest and a strong incentive to pursue a transaction.
The offer is preliminary and non‑binding, and the company has indicated it will review the proposal and provide further commentary when it deems appropriate. If the transaction proceeds, Priority would be taken private and could be delisted from the Nasdaq exchange, fundamentally altering its capital structure and governance. The proposal’s premium reflects the market’s perception that the company’s long‑term value exceeds its current market price, a sentiment that has been reinforced by recent earnings performance.
Priority’s Q3 2025 earnings, released on November 6, provide context for the proposal. Revenue reached $241.4 million, up 6.3% year‑over‑year but falling short of analyst estimates of $251.74 million. Net income attributable to common shareholders rose to $27.6 million, or $0.34 per diluted share, compared with $5.5 million, or $0.07 per diluted share, in Q3 2024. Adjusted earnings per share of $0.28 beat consensus of $0.17, a $0.11 or 65% lift, driven by disciplined cost management and a favorable mix shift toward higher‑margin Merchant Solutions and Treasury Solutions segments.
Margin expansion is evident: the adjusted gross profit margin climbed 140 basis points to 39.2%, reflecting pricing power and operational leverage in the company’s core payment and treasury businesses. Management highlighted that the company’s technology platform and execution capabilities have positioned it to accelerate revenue and optimize working capital for its customers. Priore noted that “our continued execution reinforces that Priority’s technology, operations and decision making have positioned us to excel through the remainder of 2024 and beyond.”
The company’s financial profile shows both opportunities and risks. While revenue growth and margin expansion signal a strategic shift toward higher‑margin segments, analysts point to negative equity and high leverage as potential financial risks. The take‑private proposal offers shareholders a premium exit and could provide the capital and flexibility needed to address these risks, but it also introduces uncertainty about the company’s future direction and governance structure.
Overall, the preliminary proposal represents a significant development for Priority Technology Holdings, combining a premium valuation with the CEO’s controlling stake and a potential shift away from public markets. The company’s recent earnings performance, segment mix, and management commentary provide a nuanced backdrop for evaluating the proposal’s implications for shareholders and the broader market.
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