Priority Technology Holdings Enters Material Agreement

TL;DR

PRTH just signed a big deal, creating a new financial obligation.

AI Summary

On August 19, 2025, Priority Technology Holdings, Inc. entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The company, formerly known as M I Acquisitions, Inc., is incorporated in Delaware and headquartered in Alpharetta, Georgia.

Why It Matters

This filing signals a significant new financial commitment or obligation for Priority Technology Holdings, Inc., which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet its obligations.

Key Players & Entities

• Priority Technology Holdings, Inc. (company) — Registrant
• M I Acquisitions, Inc. (company) — Former company name
• August 19, 2025 (date) — Date of report and earliest event

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common stock, $0.001 par value PRTH NASDAQ Indicate by che
• $50,000,000 — ity in an aggregate principal amount of $50,000,000 (the " DDTL Credit Facility "), which i
• $75,000,000 — ts by an aggregate amount not to exceed $75,000,000, such that the aggregate Commitments ma
• $125,000,000 — tments may equal, but shall not exceed, $125,000,000. In connection with the DDTL Credit F
• $73,463,197 — consisting of (i) a base cash price of $73,463,197.00, (ii) $12,770,216.00 in shares of th
• $12,770,216.00 — base cash price of $73,463,197.00, (ii) $12,770,216.00 in shares of the Company's common stock
• $17,026,955.00 — ately prior to closing, and (iii) up to $17,026,955.00 in earnout payments over a four-year pe

Filing Documents

• prth-20250819.htm (8-K) — 51KB
• prth-form8xkxexhibit101x.htm (EX-10.1) — 830KB
• prth-form8xkxexhibit102x.htm (EX-10.2) — 133KB
• prth-form8xkxexhibit103x.htm (EX-10.3) — 106KB
• assetpurchaseagreement-boo.htm (EX-10.4) — 568KB
• finalpressreleaseboomandre.htm (EX-99.1) — 10KB
• copyofpriority_full-color2.jpg (GRAPHIC) — 40KB
• prth-20250819_g1.jpg (GRAPHIC) — 40KB
• 0001653558-25-000107.txt ( ) — 2263KB
• prth-20250819.xsd (EX-101.SCH) — 2KB
• prth-20250819_lab.xml (EX-101.LAB) — 22KB
• prth-20250819_pre.xml (EX-101.PRE) — 13KB
• prth-20250819_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Credit Agreement On August 18, 2025, Priority Finance SPV, LLC, as borrower (the " Borrower "), a special purpose vehicle and indirect wholly-owned subsidiary of Priority Technology Holdings, Inc. (the " Company "), Priority Residual Finance, LLC, as holdings (" Holdings " and, together with the Borrower, the " Loan Parties "), a special purpose vehicle and an indirect wholly-owned subsidiary of the Company, and Priority Holdings, LLC (" Priority "), as servicer (the " Servicer "), a direct wholly-owned subsidiary of the Company, entered into a Credit Agreement (the " Credit Agreement "; capitalized terms used but not defined herein have the meaning given to them in the Credit Agreement), among the Loan Parties, the Lenders from time to time party thereto and VP Capital, L.P., as administrative agent and collateral agent (the " Agent "). The Credit Agreement provides for a senior secured delayed draw credit facility in an aggregate principal amount of $50,000,000 (the " DDTL Credit Facility "), which is secured by substantially all of the assets of the Loan Parties. The Credit Agreement contains an accordion feature to increase the Commitments by an aggregate amount not to exceed $75,000,000, such that the aggregate Commitments may equal, but shall not exceed, $125,000,000. In connection with the DDTL Credit Facility, on August 18, 2025, Priority and Priority Payment Systems LLC (the " Originators "), the Servicer and the Borrower, as buyer, entered into the Sale Agreement (the " Sale Agreement ") pursuant to which the Originators will from time to time sell receivables related to reseller residuals and related assets to the Borrower. The proceeds of the loans will be used, among other things, to finance the purchase by the Borrower of receivables under the Sale Agreement. Priority will service the receivables on behalf of the Borrower pursuant to the Servicing Agreement, dated August 18, 2025 (the " Servic

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits – The following exhibit is furnished as part of this Current Report on Form 8-K. Exhibit Number Description 10.1 Credit Agreement, dated as of August 18, 2025, by and among Priority Finance SPV, LLC, as Borrower, Priority Residual Finance, LLC, as Holdings, Priority Holdings, LLC, as Servicer, the Lenders party thereto and VP Capital, L.P., as Administrative Agent and Collateral Agent. 10.2 Sale Agreement, dated as of August 18, 2025, by and among Priority Holdings, LLC, as Priority Originator and Servicer, Priority Payment Systems LLC, as PPS Originator and Priority Finance SPV, LLC. 10.3 Servicing Agreement, dated as of August 18, 2025, by and between Priority Finance SPV, LLC, as Borrower and Priority Holdings, LLC, as Servicer. 10.4 Asset Purchase Agreement, dated as of August 18, 2025, by and between Priority Boom, LLC as buyer and Eventus Holdings, LLC, Riverside Management, LLC, and National Payment Systems, LLC, as sellers. 99.1 Press Release issued by Priority Technology Holdings, Inc. dated August 19, 2025. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally copies of any of the omitted schedules to the Securities and Exchange Commission upon its request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. August 19, 2025 PRIORITY TECHNOLOGY HOLDINGS, INC. By: /s/ Timothy O'Leary Name: Timothy O'Leary Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR