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Priority Technology Holdings, Inc. Reports First Quarter Financial Results

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 commerc...

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First Quarter Performance Driven by Strength of Unified Commerce Platform

ALPHARETTA, Ga.: 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

  • Revenue of $249.6 million increased 11.1% from $224.6 million, including organic growth of 9.1%
  • Gross profit of $93.5 million increased 13.2% from $82.6 million
  • Adjusted gross profit (a non-GAAP measure2) of $98.8 million increased 13.2% from $87.3 million
  • Gross profit margin of 37.5% increased by nearly 70 basis points from 36.8%
  • Adjusted gross profit margin (a non-GAAP measure2) of 39.6% increased by nearly 70 basis points from 38.9%
  • Operating income of $33.4 million increased 2.3% from $32.6 million
  • Net Income of $9.8 million increased 18.0% from $8.3 million
  • Adjusted EBITDA (a non-GAAP measure2) of $58.1 million increased $6.8 million from $51.3 million
  • Diluted EPS of $0.12 increased by $0.02, or by 20%, from $0.10
  • Adjusted Diluted EPS (a non-GAAP measure2) of $0.28 increased by $0.06, or 27.3%, from $0.22

(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:

  • Revenue forecast to range between $1.01 billion to $1.04 billion, a growth rate of 6% to 9% compared to fiscal 2025 results
  • Adjusted gross profit (a non-GAAP measure) forecast to range between $405 million and $425 million
  • Adjusted EBITDA (a non-GAAP measure) forecast to range between $230 million to $245 million

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

 

-

 

 

38

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

 

81

 

 

19

 

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

 

 

-

 

 

 

38

 

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)

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