Priority Technology Holdings Files 8-K

TL;DR

PRTH filed an 8-K on Oct 2 for a material agreement as of Oct 1. Details TBD.

AI Summary

Priority Technology Holdings, Inc. filed an 8-K on October 2, 2025, reporting an entry into a material definitive agreement and financial statements as of October 1, 2025. The filing does not contain specific details about the agreement or financial figures.

Why It Matters

This 8-K filing indicates a significant event for Priority Technology Holdings, Inc., potentially involving a new material agreement that could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could have significant implications, but the lack of specific details in the provided text necessitates a medium risk assessment.

Key Numbers

• 20251001 — Date of Report (Earliest event reported)
• 20251002 — Filing Date (Date the 8-K was filed)

Key Players & Entities

• Priority Technology Holdings, Inc. (company) — Filer
• M I Acquisitions, Inc. (company) — Former company name
• 2001 Westside Parkway, Suite 155, Alpharetta, Georgia 30004 (location) — Principal Executive Offices and Mail Address

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common stock, $0.001 par value PRTH NASDAQ Indicate by che
• $35,000,000 — spect to PPS's obligation to contribute $35,000,000 in cash to Priority DMS for the cash po
• $22,500,000 — Units of Priority DMS, and (iii) up to $22,500,000 in earnout payments over a three-year p

Filing Documents

• prth-20251001.htm (8-K) — 42KB
• a101assetpurchaseandcontri.htm (EX-10.1) — 420KB
• prth-ex102xcoveramendmentx.htm (EX-10.2) — 109KB
• a991pressreleasedmsacquisi.htm (EX-99.1) — 11KB
• copyofpriority_full-color2a.jpg (GRAPHIC) — 40KB
• image_17.jpg (GRAPHIC) — 1KB
• prth-20251001_g1.jpg (GRAPHIC) — 40KB
• 0001628280-25-043526.txt ( ) — 961KB
• prth-20251001.xsd (EX-101.SCH) — 2KB
• prth-20251001_lab.xml (EX-101.LAB) — 22KB
• prth-20251001_pre.xml (EX-101.PRE) — 13KB
• prth-20251001_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On October 1, 2025, Priority DMS, LLC (" Priority DMS ") and Priority Payment Systems, LLC (" PPS "), each an indirect, wholly-owned subsidiary of Priority Technology Holdings, Inc. (the " Company "), entered into, and closed the transaction contemplated by, an Asset Purchase and Contribution Agreement (the " Purchase Agreement "), by and among Priority DMS as buyer, PPS (solely with respect to PPS's obligation to contribute $35,000,000 in cash to Priority DMS for the cash portion of the purchase price payable to Seller at closing, in exchange for the issuance and conversion of PPS's equity interest in Priority DMS into Class A Units of Priority DMS), DMSJV, LLC, as seller (" Seller "), and Amberly Allen and Laura Sherman, as principals. Pursuant to the Purchase Agreement, Priority DMS acquired substantially all of the assets of Seller used in its business to market and sell to merchants card processing and ACH processing services and other ancillary services for a purchase price consisting of (i) a base cash price of $35,000,000, (ii) 23,333 and 1/3 Class B Units of Priority DMS, and (iii) up to $22,500,000 in earnout payments over a three-year period based cumulative gross profit (determined in accordance with the methodology and principles set forth in the Purchase Agreement) reaching a certain threshold. Revenue received by the Company under a processing agreement entered by and between the Company and Seller will be included in the calculation of gross profit in determining whether the performance targets are met for the payment of earnout payments under the Purchase Agreement. Up to 50% of the Class B Units of Priority DMS may be converted into common stock of the Company. The parties to the Purchase Agreement have each agreed, subject to specified conditions and limitations, to indemnify the other party for losses arising from certain types of claims, as applicable and as detailed in the Purchase Agreem

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 Asset Purchase Agreement, dated October 1, 2025, by and between Priority DMS, LLC as buyer and DMSJV, LLC as seller. 10.2 Amendment No. 3 to the Credit and Guaranty Agreement, dated as of October 1, 2025, by and among Priority Holdings, LLC, as the sole Borrower Representative under the Credit Agreement, the other Credit Parties thereto, the 2025-2 Incremental Term Lender and Truist Bank, as Administrative Agent and Collateral Agent. 99.1 Press Release issued by Priority Technology Holdings, Inc. dated October 2, 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. October 1, 2025 PRIORITY TECHNOLOGY HOLDINGS, INC. By: /s/ Timothy O'Leary Name: Timothy O'Leary Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR