Priority Technology Holdings, Inc 10-Q for FY2023 Q3

Priority Technology Holdings, Inc. (PRTH)

10-Q 2023-11-09 For: 2023-09-30

Added on April 12, 2026

About this 10-Q

Priority Technology Holdings, Inc filed this 10-Q on November 9, 2023, covering the quarter ended September 30, 2023 (FY2023 Q3).

Headline figures

Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $189.02M; up 13.6% from $166.42M a year earlier
Net loss: $87K; compared with a net loss of $792K a year earlier
Diluted EPS: -$0.16; compared with -$0.13 a year earlier

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Delaware		47-4257046
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2001 Westside Parkway
Suite 155
Alpharetta,	Georgia	30004
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (404) 952-2107

Not applicable
(Former name, former address and former fiscal year, if changed since last report)


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001	PRTH	Nasdaq Global Market


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐


			Page
Commonly Used or Defined Terms			ii
PART I. FINANCIAL INFORMATION			1
Item 1. Financial Statements			1
Unaudited Consolidated Balance Sheets			1
Unaudited Consolidated Statements of Operations and Comprehensive Loss			2
Unaudited Consolidated Statements of Changes in Stockholders' Deficit and Non-Controlling Interest			3
Unaudited Consolidated Statements of Cash Flows			6
Notes to Unaudited Consolidated Financial Statements:			8
1. Basis of Presentation and Significant Accounting Policies			8
2. Acquisitions			9
3. Revenues			12
4. Settlement Assets and Customer/Subscriber Account Obligations			14
5. Notes Receivable			15
6. Property, Equipment and Software			16
7. Goodwill and Other Intangible Assets			17
8. Debt Obligations			18
9. Redeemable Senior Preferred Stock and Warrants			20
10. Income Taxes			21
11. Stockholders' Deficit			21
12. Stock-based Compensation			22
13. Commitments and Contingencies			22
14. Fair Value			24
15. Segment Information			24
16. Loss per Common Share			26
17. Subsequent Events			27
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			28
Item 3. Qualitative and Quantitative Disclosures about Market Risk			39
Item 4. Controls and Procedures			39
PART II. OTHER INFORMATION			40
Item 1. Legal Proceedings			40
Item 1A. Risk Factors			40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			40
Item 3. Defaults Upon Senior Securities			40
Item 4. Mine Safety Disclosures			40
Item 5. Other Information			41
Item 6. Exhibits			41
Signatures			43


Term						Definition
2018 Plan						2018 Equity Incentive Plan
2021 Stock Purchase Plan						Priority Technology Holdings, Inc. 2021 Employee Stock Purchase Plan
2021 Share Repurchase Program						Priority Technology Holdings, Inc. 2021 Share Repurchase Program
AOCI						Accumulated other comprehensive income/loss
AP						Accounts payable
ASC						Accounting Standards Codification
APIC						Additional paid-in capital
Amended Certificate of Designation						Amended and Restated Certificate of Designation of Senior Preferred Stock effective as of June 30, 2023
ASU						Accounting Standards Update
B2B						Business-to-business
B2C						Business-to-consumer

CEO						Chief Executive Officer
CFO						Chief Financial Officer
Common Stock						The Company's Common Stock, par value $0.001
Credit Agreement						Credit and Guaranty Agreement with Truist Bank dated as of April 27, 2021 (as amended)
EAETR						Estimated annual effective tax rate

ESPP						Employee Stock Purchase Plan
Exchange Act						Securities Exchange Act of 1934
FASB						Financial Accounting Standards Board
FDIC						Federal Deposit Insurance Corporation
FBO						For the benefit of
FI						Financial institution
Finxera						Finxera Holdings, Inc.
GAAP						U.S. Generally Accepted Accounting Principles
IRA						Inflation Reduction Act, enacted by the U.S. Federal Government on August 16, 2022
ISO						Independent sales organization
ISV						Independent software vendor

LIBOR						London Interbank Offered Rate
NCI						Non-controlling interests in consolidated subsidiaries


Revolving credit facility						$65.0 million line issued under the Credit Agreement
Plastiq						Acquisition of Plastiq, Inc. and certain of its affiliates
PRTH						Priority Technology Holdings, Inc.
SEC						Securities and Exchange Commission
SOFR						Secured Overnight Financing Rate
SMB						Small to medium-sized businesses
Term facility						$620.0 million senior secured term loan facility issued under the Credit Agreement (including $320.0 million delayed draw facility)


	September 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	24,595	$	18,454
Restricted cash	13,890		10,582
Accounts receivable, net of allowances of $1,281 and $1,143, respectively	61,134		78,113
Prepaid expenses and other current assets	13,274		11,832
Current portion of notes receivable, net of allowance of $0 and $0, respectively	1,561		1,471
Settlement assets and customer/subscriber account balances	712,170		532,018
Total current assets	826,624		652,470
Notes receivable, less current portion	3,616		3,191
Property, equipment and software, net	41,851		34,687
Goodwill	375,794		369,337
Intangible assets, net	285,490		288,794
Deferred income taxes, net	18,879		16,447
Other noncurrent assets	11,145		8,437
Total assets	$	1,563,399	$	1,373,363
Liabilities, Redeemable Senior Preferred Stock and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses	$	56,107	$	51,864
Accrued residual commissions	31,023		35,979
Customer deposits and advance payments	6,634		2,618
Current portion of long-term debt	6,200		6,200
Settlement and customer/subscriber account obligations	710,068		533,340
Total current liabilities	810,032		630,001
Long-term debt, net of current portion, discounts and debt issuance costs	616,781		598,926
Other noncurrent liabilities	18,545		11,643
Total noncurrent liabilities	635,326		610,569
Total liabilities	1,445,358		1,240,570
Commitments and contingencies (Note 13)
Redeemable senior preferred stock, net of discounts and issuance costs:
Redeemable senior preferred stock, $0.001 par value; 250,000 shares authorized; 225,000 issued and outstanding at September 30, 2023 and December 31, 2022	252,923		235,579
Stockholders' deficit:
Preferred stock, $0.001; 100,000,000 shares authorized; 0 issued or outstanding at September 30, 2023 and December 31, 2022	—		—
Common Stock, $0.001 par value; 1,000,000,000 shares authorized; 79,197,600 and 78,385,685 shares issued at September 30, 2023 and December 31, 2022, respectively; and 76,633,517 and 76,044,629 shares outstanding at September 30, 2023 and December 31, 2022, respectively	77		76
Treasury stock at cost, 2,564,083 and 2,341,056 shares at September 30, 2023 and December 31, 2022, respectively	(12,577)		(11,559)
Additional paid-in capital	—		9,650
Accumulated other comprehensive loss	(34)		—
Accumulated deficit	(123,714)		(102,208)
Total stockholders' deficit attributable to stockholders of PRTH	(136,248)		(104,041)
Non-controlling interests in consolidated subsidiaries	1,366		1,255
Total stockholders' deficit	(134,882)		(102,786)
Total liabilities, redeemable senior preferred stock and stockholders' deficit	$	1,563,399	$	1,373,363


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenues	$	189,015	$	166,417	$	556,333	$	486,086
Operating expenses
Cost of revenue (excludes depreciation and amortization)	116,682		107,958		353,929		320,187
Salary and employee benefits	20,129		16,384		58,286		48,231
Depreciation and amortization	17,275		17,817		53,303		52,675
Selling, general and administrative	11,423		10,178		31,328		27,027
Total operating expenses	165,509		152,337		496,846		448,120
Operating income	23,506		14,080		59,487		37,966
Other (expense) income
Interest expense	(19,997)		(13,412)		(55,461)		(37,282)


Other income, net	732		231		1,319		311
Total other expense, net	(19,265)		(13,181)		(54,142)		(36,971)
Income before income taxes	4,241		899		5,345		995
Income tax expense	4,328		1,691		6,550		1,833
Net loss	(87)		(792)		(1,205)		(838)
Less: Dividends and accretion attributable to redeemable senior preferred stockholders	(12,192)		(9,466)		(35,252)		(26,415)

Net loss attributable to common stockholders	(12,279)		(10,258)		(36,457)		(27,253)
Other comprehensive loss
Foreign currency translation adjustments	(65)		—		(34)		—
Comprehensive loss	$	(12,344)	$	(10,258)	$	(36,491)	$	(27,253)

Loss per common share:
Basic and diluted	$	(0.16)	$	(0.13)	$	(0.47)	$	(0.35)



Weighted-average common shares outstanding:
Basic and diluted	78,381		77,984		78,270		78,392


	Common Stock			Treasury Stock			APIC		AOCI		Accumulated Deficit		Deficit Attributable to Stockholders		NCIs		Total
	Shares	$		Shares	$
December 31, 2022	76,044	$	76	2,341	$	(11,559)	$	9,650	$	—	$	(102,208)	$	(104,041)	$	1,255	$	(102,786)
Equity-classified stock-based compensation	—	—		—	—		1,936		—		—		1,936		—		1,936
ESPP compensation and vesting of stock-based compensation	517	—		—	—		37		—		—		37		—		37
Shares withheld for taxes	(157)	—		157	(777)		—		—		—		(777)		—		(777)
Dividends on redeemable senior preferred stock	—	—		—	—		(10,477)		—		—		(10,477)		—		(10,477)
Accretion of redeemable senior preferred stock	—	—		—	—		(818)		—		—		(818)		—		(818)
Adjustment to NCI	—	—		—	—		—		—		—		—		(403)		(403)
Foreign currency translation adjustment	—	—		—	—		—		24		—		24		—		24
Net loss	—	—		—	—		—		—		(506)		(506)		—		(506)
March 31, 2023	76,404	$	76	2,498	$	(12,336)	$	328	$	24	$	(102,714)	$	(114,622)	$	852	$	(113,770)
Equity-classified stock-based compensation	—	—		—	—		1,746		—		—		1,746		—		1,746
ESPP compensation and vesting of stock-based compensation	192	—		—	—		43		—		—		43		—		43
Shares withheld for taxes	(65)	—		65	(241)		—		—		—		(241)		—		(241)
Dividends on redeemable senior preferred stock	—	—		—	—		(10,934)		—		—		(10,934)		—		(10,934)
Accretion of redeemable senior preferred stock	—	—		—	—		(831)		—		—		(831)		—		(831)

Foreign currency translation adjustment	—	—		—	—		—		7		—		7		—		7
Reclassification of negative additional paid-in capital	—	—		—	—		9,648		—		(9,648)		—		—		—
Net loss	—	—		—	—		—		—		(612)		(612)		—		(612)
June 30, 2023	76,531	$	76	2,563	$	(12,577)	$	—	$	31	$	(112,974)	$	(125,444)	$	852	$	(124,592)


	Nine Months Ended September 30,
	2023		2022
Cash flows from operating activities:
Net loss	$	(1,205)	$	(838)
Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization of assets	53,303		52,675
Stock-based compensation	5,183		4,204
Amortization of debt issuance costs and discounts	2,812		2,613

Deferred income tax	(2,432)		(3,567)
Change in contingent consideration	906		—


Other non-cash items, net	(169)		(154)
Change in operating assets and liabilities:
Accounts receivable	17,931		(11,265)
Prepaid expenses and other current assets	(2,630)		(2,575)
Income taxes (receivable) payable	498		1,003
Notes receivable	(668)		569
Accounts payable and other accrued liabilities	302		13,711
Customer deposits and advance payments	3,802		(1,910)
Other assets and liabilities, net	(4,953)		(3,908)
Net cash provided by operating activities	72,680		50,558
Cash flows from investing activities:
Acquisition of business, net of cash acquired	(28,182)		—

Additions to property, equipment and software	(15,268)		(11,380)
Notes receivable, net	151		(3,250)
Acquisitions of assets and other investing activities	(7,925)		(6,465)

Net cash used in investing activities	(51,224)		(21,095)
Cash flows from financing activities:

Debt issuance and modification costs paid	(807)		—
Repayments of long-term debt	(4,650)		(4,650)
Borrowings under revolving credit facility	44,000		23,000
Repayments of borrowings under revolving credit facility	(23,500)		(32,000)



Repurchases of Common Stock and shares withheld for taxes	(1,018)		(4,674)
Dividends paid to redeemable senior preferred stockholders	(17,908)		(11,478)


Settlement and customer/subscriber accounts obligations, net	165,610		25,695
Payment of contingent consideration related to business combination	(4,698)		(3,992)

Net cash provided by (used in) financing activities	157,029		(8,099)
Net change in cash and cash equivalents and restricted cash:
Net increase in cash and cash equivalents, and restricted cash	178,485		21,364
Cash and cash equivalents and restricted cash at beginning of period	560,610		518,093
Cash and cash equivalents and restricted cash at end of period	$	739,095	$	539,457


(in thousands)
Consideration:
Cash	$	28,500
Contingent consideration payments (1)	8,419
Common equity of acquiring entity	330
Less: cash and restricted cash acquired	(318)
Total purchase consideration, net of cash and restricted cash acquired	$	36,931

Recognized amounts of assets acquired and liabilities assumed:
Accounts receivable	$	881
Prepaid expenses	423
Settlement assets	8,277
Equipment, net	47
Goodwill	6,943
Intangible assets(2)	30,460
Accounts payable and accrued expenses	(1,607)
Customer deposits	(214)
Settlement obligations	(8,279)
Total purchase consideration	$	36,931


	Three Months Ended September 30, 2023
(in thousands)
Revenues	$	9,932
Operating loss(1)	$	(699)


(in thousands)
Consideration:
Cash(1)	$	5,026
Total purchase consideration	5,026
Fair value of class B shares issued in Ovvi (NCI)(3)	659
Total enterprise value of business acquired(3)	$	5,685

Recognized amounts of assets acquired and liabilities assumed:
Accounts receivable(4)	$	43
Inventory(4)	98
Property, equipment and software, net	20
Goodwill(3)(4)	3,504
Intangible assets(2)	2,021
Other non-current asset	152
Other non-current liability	(153)
Total enterprise value of business acquired(3)	$	5,685


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Revenue Type:
Merchant card fees	$	146,974	$	137,659	$	441,142	$	405,404
Money transmission services	25,831		18,291		70,955		51,757
Outsourced services and other services	13,181		7,933		34,768		21,917
Equipment	3,029		2,534		9,468		7,008
Total revenues(1),(2)	$	189,015	$	166,417	$	556,333	$	486,086


	Nine months ended September 30, 2023
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB Payments	$	428,318	$	—	$	5,151	$	9,468	$	442,937
B2B Payments	12,718		—		6,787		—		19,505
Enterprise Payments	106		70,955		22,830		—		93,891
Total revenues	$	441,142	$	70,955	$	34,768	$	9,468	$	556,333


	Three Months Ended September 30, 2022
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB Payments	$	136,340	$	—	$	1,018	$	2,534	$	139,892
B2B Payments	1,319		—		3,549		—		4,868
Enterprise Payments	—		18,291		3,366		—		21,657
Total revenues	$	137,659	$	18,291	$	7,933	$	2,534	$	166,417


(in thousands)
Twelve months ending September 30,
2024	$	1,561
2025	1,350
2026	827
2027	909
After 2027	530
Total	$	5,177


	September 30, 2023						Weighted-average Useful Life
(in thousands, except weighted-average data)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Other intangible assets:
ISO and referral partner relationships	$	182,339	$	(33,764)	$	148,575	14.7
Residual buyouts	136,064		(90,121)		45,943		6.3
Customer relationships	109,017		(91,619)		17,398		8.4
Merchant portfolios	83,350		(52,711)		30,639		6.5
Technology	57,639		(21,525)		36,114		9.0
Trade names	7,104		(2,383)		4,721		10.6
Non-compete agreements	3,390		(3,390)		—		0.0
Money transmission licenses(1)	2,100		—		2,100
Total	$	581,003	$	(295,513)	$	285,490	9.7


	December 31, 2022						Weighted-average Useful Life
(in thousands, except weighted-average data)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Other intangible assets:
ISO and referral partner relationships	$	175,300	$	(24,021)	$	151,279	14.8
Residual buyouts	132,325		(76,316)		56,009		6.6
Customer relationships	96,000		(83,298)		12,702		8.2
Merchant portfolios	76,423		(43,170)		33,253		6.7
Technology	50,963		(18,566)		32,397		8.4
Trade names	3,183		(2,129)		1,054		11.6
Non-compete agreements	3,390		(3,390)		—		0.0
Money transmission licenses(1)	2,100		—		2,100
Total	$	539,684	$	(250,890)	$	288,794	9.7


	September 30, 2023		December 31, 2022
in thousands, except share data, which is in whole units
Number of shares purchased(1)	—		1,309,374
Average price paid per share	$	—	$	4.42
Total Investment(1)	$	—	$	5,791


	Nine Months Ended September 30, 2022
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB Payments	$	402,890	$	—	$	2,459	$	7,008	$	412,357
B2B Payments	2,514		—		13,574		—		16,088
Enterprise Payments	—		51,757		5,884		—		57,641
Total revenues	$	405,404	$	51,757	$	21,917	$	7,008	$	486,086


(in thousands)	Amount
Balance at December 31, 2022	$	369,337
Purchase price adjustment for Ovvi	(486)
Plastiq acquisition	6,943
Balance at September 30, 2023	$	375,794


(in thousands)	Contingent Consideration Liabilities
December 31, 2022	$	8,079
Addition of contingent consideration (related to asset acquisition)	2,100
Accretion of contingent consideration	113
Fair value adjustments due to changes in estimates of future payments	116
Payment of contingent consideration	(4,059)
March 31, 2023	6,349
Addition of contingent consideration due to resolution of contingency	7,000
Adjustment for receivable due to residual shortfall	(2,053)
Accretion of discount on contingent consideration	117


June 30, 2023	11,413
Addition of contingent consideration (related to business combination)	8,682

Accretion of discount on contingent consideration	560

Payment of contingent consideration	(7,949)
September 30, 2023	$	12,706


(in thousands)	Fair Value Hierarchy	September 30, 2023		December 31, 2022
Contingent consideration, current portion	Level 3	$	3,789	$	6,079
Contingent consideration, noncurrent portion	Level 3	8,917		2,000
Total contingent consideration		$	12,706	$	8,079


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands except per share amounts)	2023		2022		2023		2022
Numerator:
Net loss	$	(87)	$	(792)	$	(1,205)	$	(838)
Less: Dividends and accretion attributable to redeemable senior preferred stockholders	(12,192)		(9,466)		(35,252)		(26,415)


Net loss attributable to common stockholders	$	(12,279)	$	(10,258)	$	(36,457)	$	(27,253)
Denominator:
Basic and diluted:
Weighted-average common shares outstanding(1)	78,381		77,984		78,270		78,392
Loss per common share	$	(0.16)	$	(0.13)	$	(0.47)	$	(0.35)


Period	Total Number of Shares Purchased(1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1-31, 2023	1,636	$	4.14	—	690,626
August 1-31, 2023	—	$	—	—	690,626
September 1-30, 2023	—			—	690,626
Total	1,636	$	4.14	—


Exhibit						Description
2.1						Second Amended and Restated Contribution Agreement, dated as of April 17, 2018, by and among Priority Investment Holdings, Priority Incentive Equity Holdings, LLC and M I Acquisitions, Inc. (incorporated by reference to Annex A to the Company's Proxy Statement on Schedule 14(a), filed July 5, 2018).
2.2						Agreement and Plan of Merger, dated as of March 5, 2021, by and among the Company, Finxera, Merger Sub, and the Equityholder Representative.
2.3						Certificate of Amendment to the Certificate of Incorporation of Priority Technology Holdings dated April 16, 2021, filed April 29, 2021
2.4						Agreement and Plan of Merger by and among the Company, Finxera Holdings, Inc., Prime Warrior Acquisition Corp., and Stone Point Capital LLC.
3.1						Second Amended and Restated Certificate of Incorporation of Priority Technology Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed July 31, 2018).
3.2						Amended and Restated Bylaws of Priority Technology Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, filed July 31, 2018).
4.1						Warrant Agreement, dated September 13, 2016, by and between American Stock Transfer & Trust Company, LLC and the Registrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed September 16, 2016).
4.2						Certificate of Designations of Senior Preferred Stock
10.1						Registration Rights Agreement dated as of July 25, 2018 by and among M I Acquisitions, Inc. and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed July 31, 2018).
10.2						Priority Technology Holdings, Inc. 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed July 31, 2018).
10.3						Priority Technology Holdings, Inc. 2021 Employee Stock Purchase Plan
10.3.1						Amendment No. 1 to Priority Technology Holdings, Inc. 2021 Employee Stock Purchase Plan
10.4 †						Director Agreement by and among Priority Holdings LLC, Pipeline Cynergy Holdings, LLC, Priority Payment Systems Holdings, LLC and Thomas C. Priore, dated May 21, 2014 (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-4/A, filed December 26, 2018).
10.5 †						Amendment No. 1 to Director Agreement by and among Priority Holdings LLC, Pipeline Cynergy Holdings, LLC, Priority Payment Systems Holdings, LLC and Thomas C. Priore, dated April 19, 2018 (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-4/A, filed December 26, 2018).


10.6						Form of Independent Director Agreement (incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K, filed March 29, 2019).
10.7						Asset Purchase Agreement by and between MRI Payments LLC, MRI Software LLC, and Priority Real Estate Technology LLC, dated August 31, 2020 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 1, 2020).
10.8						Support Agreement, dated as of March 5, 2021, by and among the Stockholders and Finxera
10.9						Debt Commitment Letter, dated as of March 5, 2021, between Priority Holdings, LLC and Truist Securities, Inc.


10.10						Preferred Stock Commitment Letter, dated as of March 5, 2021, among the Company and certain affiliates of Ares Capital Management LLC
10.11						Securities Purchase Agreement, dated as of April 27, 2021, among the Company and the Investors named therein
10.12						Registration Rights Agreement, dated as of April 27, 2021, among the Company and the Investors name therein
10.13						Credit Agreement, dated as of April 27, 2021, among the Loan Parties name therein and Truist Bank
10.14						Amendment No. 2, dated September 17, 2021, to the Credit Agreement, dated as of April 27, 2021, by and among the Loan Parties named therein and Truist Bank.
10.15						Third Amendment to the Credit and Guaranty Agreement, dated as of June 30, 2023, by and among Priority Holdings, LLC, as the Initial Borrower, the Credit Parties thereto, the 2023 Incremental Revolving Credit Lender and Truist Bank, as Administrative Agent and Collateral Agent.
10.16						Fourth Amendment to the Credit and Guaranty Agreement, dated as of October 2, 2023, by and among Priority Holdings, LLC, as the Initial Borrower, the Credit Parties party thereto, the 2023-1 Incremental Term Lender and Truist Bank, as Administrative Agent and Collateral Agent.
10.17						Form Restricted Stock Unit Award Agreement.
10.18 †						Executive Employment Agreement between Priority Technology Holdings, Inc. and Tim O'Leary, dated September 19, 2022.
10.19						Priority Technology Holdings, Inc. Recoupment Policy adopted March 1, 2023
10.20						Amendment No. 1 to Equity and Asset Purchase Agreement, dated July 31, 2023, by and among Plastiq, Powered by Priority, LLC, Plastiq Inc., PLV Inc. and Nearside Business Corp.
10.21						Side Letter Agreement, dated July 28, 2023, by and between Plastiq, Powered by Priority, LLC and Colonnade Acquisition Corp. II.
10.22						Earnout Agreement, dated July 31, 2023, by and among Plastiq, Powered by Priority, LLC, Plastiq Inc., PLV Inc., Nearside Business Corp., Blue Torch Finance, LLC and Priority Holdings, LLC.
10.23						Priority Technology Holdings, Inc. Amended and Restated Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights, and Qualifications, Limitations and Restrictions thereof, of Senior Preferred Stock.
10.24						Rule 10b5-1 Sales Plan, dated June 16, 2023, by and between Sean Kiewiet and J.P. Morgan Securities LLC.
21.1						Subsidiaries
31.1 *						Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
31.2 *						Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
32 **						Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH *						XBRL Taxonomy Extension Schema Document
101.CAL *						XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB *						XBRL Taxonomy Extension Label Linkbase Document
101.PRE *						XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF *						XBRL Taxonomy Extension Definition Linkbase Document



November 9, 2023			/s/ Thomas C. Priore Thomas C. Priore President, Chief Executive Officer and Chairman (Principal Executive Officer)

November 9, 2023			/s/ Timothy M. O'Leary Tim O'Leary Chief Financial Officer (Principal Financial Officer)



November 9, 2023			/s/ THOMAS C. PRIORE
			Thomas C. Priore
			Chief Executive Officer and Chairman
			(Principal Executive Officer)



November 9, 2023			/s/ TIMOTHY M. O’LEARY
			Timothy M. O’Leary
			Chief Financial Officer
			(Principal Financial Officer)