Priority Technology Holdings, Inc 10-Q for FY2024 Q2

Priority Technology Holdings, Inc. (PRTH)

10-Q 2024-08-08 For: 2024-06-30

Added on April 12, 2026

About this 10-Q

Priority Technology Holdings, Inc filed this 10-Q on August 8, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).

Headline figures

Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $219.87M; up 20.6% from $182.29M a year earlier
Net income: $994K; compared with a net loss of $612K a year earlier
Diluted EPS: -$0.23; compared with -$0.16 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			5
Notes to Unaudited Consolidated Financial Statements:			7
1. Basis of Presentation and Significant Accounting Policies			7
2. Acquisitions			8
3. Revenues			10
4. Settlement Assets and Customer/Subscriber Account Obligations			11
5. Notes Receivable			13
6. Property, Equipment and Software			14
7. Goodwill and Other Intangible Assets			15
8. Debt Obligations			16
9. Redeemable Senior Preferred Stock and Warrants			18
10. Income Taxes			20
11. Stockholders' Deficit			20
12. Stock-based Compensation			20
13. Related Party Transactions			21
14. Commitments and Contingencies			22
15. Fair Value			24
16. Segment Information			25
17. Loss per Common Share			26
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			27
Item 3. Qualitative and Quantitative Disclosures about Market Risk			38
Item 4. Controls and Procedures			38
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
CODM						Chief operating decision maker
2024 Credit Agreement						Credit and Guaranty Agreement with Truist Bank dated as of May 16, 2024
2021 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

ISO						Independent sales organization
ISV						Independent software vendor

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

PHOT						Priority Hospitality Technology, LLC
Plastiq						Acquisition of Plastiq, Inc. and certain of its affiliates
PRTH						Priority Technology Holdings, Inc.
2024 Revolving credit facility						$70.0 million line issued under the 2024 Credit Agreement
2021 Revolving credit facility						$65.0 million line issued under the 2021 Credit Agreement
SEC						Securities and Exchange Commission
SOFR						Secured Overnight Financing Rate
SMB						Small to medium-sized businesses
2021 Term facility						$620.0 million senior secured term loan facility issued under the 2021 Credit Agreement (including $320.0 million delayed draw facility)


	June 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	34,626	$	39,604
Restricted cash	12,625		11,923
Accounts receivable, net of allowances of $6,209 and $5,289, respectively	65,746		58,551
Prepaid expenses and other current assets	19,479		13,273
Current portion of notes receivable, net of allowance of $0 and $0, respectively	2,188		1,468
Settlement assets and customer/subscriber account balances	802,394		756,475
Total current assets	937,058		881,294
Notes receivable, less current portion	4,998		3,728
Property, equipment and software, net	49,800		44,680
Goodwill	376,091		376,103
Intangible assets, net	258,632		273,350
Deferred income taxes, net	25,556		22,533
Other noncurrent assets	21,294		13,649
Total assets	$	1,673,429	$	1,615,337
Liabilities, Redeemable Senior Preferred Stock, Redeemable NCI, and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses	$	66,724	$	52,643
Accrued residual commissions	36,091		33,025
Customer deposits and advance payments	3,569		3,934
Current portion of long-term debt	8,350		6,712
Settlement and customer/subscriber account obligations	798,753		755,754
Total current liabilities	913,487		852,068
Long-term debt, net of current portion, discounts and debt issuance costs	809,045		631,965
Other noncurrent liabilities	15,488		18,763

Total liabilities	1,738,020		1,502,796
Commitments and contingencies (Note 14)
Redeemable senior preferred stock, net of discounts and issuance costs:
Redeemable senior preferred stock, $0.001 par value; 250,000 shares authorized; 225,000 shares issued at June 30, 2024 and December 31, 2023; 88,064 and 225,000 shares outstanding at June 30, 2024 and December 31, 2023, respectively	105,684		258,605

Stockholders' deficit:
Preferred stock, $0.001; 100,000,000 shares authorized; 0 issued or outstanding at June 30, 2024 and December 31, 2023	—		—
Common Stock, $0.001 par value; 1,000,000,000 shares authorized; 80,208,533 and 79,589,055 shares issued at June 30, 2024 and December 31, 2023, respectively; and 75,967,543 and 76,956,889 shares outstanding at June 30, 2024 and December 31, 2023, respectively	76		77
Treasury stock at cost, 4,240,990 and 2,632,166 shares at June 30, 2024 and December 31, 2023, respectively	(18,673)		(12,815)
Additional paid-in capital	—		—
Accumulated other comprehensive loss	(38)		(29)
Accumulated deficit	(153,472)		(134,951)
Total stockholders' deficit attributable to stockholders of PRTH	(172,107)		(147,718)
Non-controlling interests in consolidated subsidiaries	1,832		1,654
Total stockholders' deficit	(170,275)		(146,064)
Total liabilities, redeemable senior preferred stock, redeemable NCI and stockholders' deficit	$	1,673,429	$	1,615,337


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues	$	219,867	$	182,290	$	425,586	$	367,318
Operating expenses
Cost of revenue (excludes depreciation and amortization)	138,118		115,281		267,416		237,247
Salary and employee benefits	22,119		19,109		44,269		38,157
Depreciation and amortization	15,244		17,980		30,497		36,028
Selling, general and administrative	11,212		10,787		22,207		19,905
Total operating expenses	186,693		163,157		364,389		331,337
Operating income	33,174		19,133		61,197		35,981
Other (expense) income
Interest expense	(21,710)		(17,765)		(42,590)		(35,464)
Debt extinguishment and modification costs	(8,623)		—		(8,623)		—

Other income, net	668		375		1,300		587
Total other expense, net	(29,665)		(17,390)		(49,913)		(34,877)
Income before income taxes	3,509		1,743		11,284		1,104
Income tax expense	2,515		2,355		5,097		2,222
Net income (loss)	994		(612)		6,187		(1,118)
Less: Dividends and accretion attributable to redeemable senior preferred stockholders	(18,565)		(11,765)		(31,227)		(23,060)

Less: Return on redeemable NCI in consolidated subsidiary	(58)		—		(639)		—
Net loss attributable to common stockholders	(17,629)		(12,377)		(25,679)		(24,178)
Other comprehensive loss
Foreign currency translation adjustments	4		7		(9)		31
Comprehensive loss	$	(17,625)	$	(12,370)	$	(25,688)	$	(24,147)

Loss per common share:
Basic and diluted	$	(0.23)	$	(0.16)	$	(0.33)	$	(0.31)



Weighted-average common shares outstanding:
Basic and diluted	77,736		78,292		77,878		78,213


	Common Stock			Treasury Stock			APIC		AOCI		Accumulated Deficit		Deficit Attributable to Stockholders		NCIs		Total
	Shares	$		Shares	$
December 31, 2023	76,957	$	77	2,632	$	(12,815)	$	—	$	(29)	$	(134,951)	$	(147,718)	$	1,654	$	(146,064)
Equity-classified stock-based compensation	—	—		—	—		1,540		—		—		1,540		—		1,540
ESPP compensation and vesting of stock-based compensation	429	—		—	—		49		—		—		49		—		49
Shares withheld for taxes	(123)			123	(421)		—		—		—		(421)		—		(421)
Exchange for PHOT redeemable NCI	(1,428)	(1)		1,428	(5,255)		(581)		—		—		(5,837)		—		(5,837)
Dividends on redeemable senior preferred stock	—	—		—	—		(11,821)		—		—		(11,821)		—		(11,821)
Accretion of redeemable senior preferred stock	—	—		—	—		(841)		—		—		(841)		—		(841)
Issuance of profit interests/common equity in subsidiaries	—	—		—	—		—		—		—		—		93		93
Foreign currency translation adjustment	—	—		—	—		—		(13)		—		(13)		—		(13)
Reclassification of negative additional paid in capital	—	—		—	—		11,654		—		(11,654)		—		—		—
Net income	—	—		—	—		—		—		5,193		5,193		—		5,193
March 31, 2024	75,835	$	76	4,183	$	(18,491)	$	—	$	(42)	$	(141,412)	$	(159,869)	$	1,747	$	(158,122)
Equity-classified stock-based compensation	—	—		—	—		1,744		—		—		1,744		—		1,744
ESPP compensation and vesting of stock-based compensation	190	—		—	—		60		—		—		60		—		60
Shares withheld for taxes	(57)	—		57	(182)		—		—		—		(182)		—		(182)
Redemption of PHOT redeemable NCI	—	—		—	—		3,765		—		—		3,765		—		3,765
Return on PHOT redeemable NCI	—	—		—	—		(58)		—		—		(58)				(58)
Dividends on redeemable senior preferred stock	—	—		—	—		(8,426)		—		—		(8,426)		—		(8,426)
Accretion of redeemable senior preferred stock	—	—		—	—		(10,139)		—		—		(10,139)		—		(10,139)

Issuance of profit interests/ common equity in subsidiaries	—	—		—	—		—		—		—		—		85		85
Foreign currency translation adjustment	—	—		—	—		—		4		—		4		—		4
Reclassification of negative additional paid-in capital	—	—		—	—		13,054		—		(13,054)		—		—		—
Net income	—	—		—	—		—		—		994		994		—		994
June 30, 2024	75,968	$	76	4,240	$	(18,673)	$	—	$	(38)	$	(153,472)	$	(172,107)	$	1,832	$	(170,275)


	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net income (loss)	$	6,187	$	(1,118)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization of assets	30,497		36,028
Stock-based, ESPP and incentive units compensation	3,462		3,682
Amortization of debt issuance costs and discounts	1,824		1,826
Debt extinguishment and modification costs	8,623		—
Deferred income tax	(3,023)		(9,619)
Change in contingent consideration	2,213		346


Other non-cash items, net	(929)		(461)
Change in operating assets and liabilities:
Accounts receivable	(7,145)		18,066
Prepaid expenses and other current assets	(1,148)		(3,560)
Income taxes (receivable) payable	(5,037)		498
Notes receivable	(584)		(389)
Accounts payable and other accrued liabilities	13,291		1,306
Customer deposits and advance payments	(365)		635
Other assets and liabilities, net	(5,859)		(383)
Net cash provided by operating activities	42,007		46,857
Cash flows from investing activities:


Additions to property, equipment and software	(11,718)		(9,869)
Notes receivable, net	(1,406)		(498)
Acquisitions of assets and other investing activities	(7,474)		(2,715)

Net cash used in investing activities	(20,598)		(13,082)
Cash flows from financing activities:
Proceeds from issuance of long-term debt, net of issue discount	830,200		—
Debt issuance and modification costs paid	(7,555)		—
Repayments of long-term debt	(654,372)		(3,525)
Borrowings under revolving credit facility	—		5,000
Repayments of borrowings under revolving credit facility	—		(12,000)


Redemption of PHOT redeemable NCI	(2,130)		—
Repurchases of shares withheld for taxes	(604)		(1,018)
Redemption of senior preferred stock	(136,936)		—
Redemption of accumulated unpaid dividend on redeemable senior preferred stock	(30,819)		—
Dividends paid to redeemable senior preferred stockholders1	(16,393)		(17,908)


Settlement and customer/subscriber accounts obligations, net	40,914		175,548
Payment of contingent consideration related to business combination	(4,156)		(1,959)

Net cash provided by financing activities	18,149		144,138
Net change in cash and cash equivalents and restricted cash:
Net increase in cash and cash equivalents, and restricted cash	39,558		177,913
Cash and cash equivalents and restricted cash at beginning of period	796,223		560,610
Cash and cash equivalents and restricted cash at end of period	$	835,781	$	738,523


(in thousands)
Consideration:
Cash	$	28,500
Contingent consideration payments (1)	8,419
Common equity of acquiring entity	330
Less: cash and restricted cash acquired	(278)
Total purchase consideration, net of cash and restricted cash acquired	$	36,971

Recognized amounts of assets acquired and liabilities assumed:
Accounts receivable	$	831
Prepaid expenses	490
Settlement assets	8,277
Equipment, net	47
Goodwill(3)	7,240
Intangible assets(2)	30,460
Accounts payable and accrued expenses	(1,881)
Customer deposits	(214)
Settlement obligations	(8,279)
Total purchase consideration	$	36,971


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2024		2023		2024		2023
Revenue Type:
Merchant card fees	$	169,246	$	144,524	$	327,193	$	294,168
Money transmission services	31,340		23,718		60,484		45,124
Outsourced services and other services(2)	16,256		10,582		31,921		21,587
Equipment	3,025		3,466		5,988		6,439
Total revenues(1)	$	219,867	$	182,290	$	425,586	$	367,318


	Three Months Ended June 30, 2024
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB Payments	$	150,696	$	—	$	1,380	$	3,025	$	155,101
B2B Payments	18,682		—		3,199		—		21,881
Enterprise Payments	451		31,340		11,879		—		43,670
Eliminations	(583)		—		(202)		—		(785)
Total revenues	$	169,246	$	31,340	$	16,256	$	3,025	$	219,867


	Six Months Ended June 30, 2024
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB Payments	$	290,496	$	—	$	2,621	$	5,988	$	299,105
B2B Payments	36,971		—		6,254		—		43,225
Enterprise Payments	804		60,484		23,372		—		84,660
Eliminations	(1,078)		—		(326)		—		(1,404)
Total revenues	$	327,193	$	60,484	$	31,921	$	5,988	$	425,586


	Three Months Ended June 30, 2023
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB Payments	$	143,544	$	—	$	938	$	3,466	$	147,948
B2B Payments	954		—		2,020		—		2,974
Enterprise Payments	26		23,718		7,694		—		31,438
Eliminations	—		—		(70)		—		(70)
Total revenues	$	144,524	$	23,718	$	10,582	$	3,466	$	182,290


	Six Months Ended June 30, 2023
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB Payments	$	292,232	$	—	$	4,210	$	6,439	$	302,881
B2B Payments	1,881		—		3,879		—		5,760
Enterprise Payments	55		45,124		13,565		—		58,744
Eliminations	—		—		(67)		—		(67)
Total revenues	$	294,168	$	45,124	$	21,587	$	6,439	$	367,318


(in thousands)
Twelve months ending June 30,
2025	$	2,188
2026	1,932
2027	1,668
2028	1,398
After 2028	—
Total	$	7,186


	June 30, 2024						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	$	(43,054)	$	139,285	14.6
Residual buyouts	143,564		(98,310)		45,254		6.3
Customer relationships	109,017		(94,110)		14,907		8.4
Merchant portfolios	83,350		(62,983)		20,367		6.5
Technology	57,639		(25,151)		32,488		8.7
Trade names	7,104		(2,873)		4,231		10.6
Non-compete agreements	3,390		(3,390)		—		0.0
Money transmission licenses(1)	2,100		—		2,100
Total	$	588,503	$	(329,871)	$	258,632	9.6


	December 31, 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	$	(36,506)	$	145,833	14.7
Residual buyouts	135,164		(92,699)		42,465		6.3
Customer relationships	109,017		(92,781)		16,236		8.4
Merchant portfolios	83,350		(56,139)		27,211		6.5
Technology	57,639		(22,712)		34,927		9.0
Trade names	7,104		(2,526)		4,578		11.7
Non-compete agreements	3,390		(3,390)		—		0.0
Money transmission licenses(1)	2,100		—		2,100
Total	$	580,103	$	(306,753)	$	273,350	9.7


(in thousands)	Amount
Balance at December 31, 2023	$	376,103
Plastiq adjustment	(12)
Balance at June 30, 2024	$	376,091


	Three Months Ended June 30,				Six Months Ended March 31,
(in thousands)	2024		2023		2024		2023
Interest expense(1),(2)	$	21,710	$	17,765	$	42,590	$	35,464


(in thousands)	Contingent Consideration Liabilities
December 31, 2023	$	13,438

Accretion of contingent consideration	972

Payment of contingent consideration	(3,071)
March 31, 2024	11,339


Accretion of discount on contingent consideration	1,240

Payment of contingent consideration	(1,085)






June 30, 2024	$	11,494


(in thousands)	Fair Value Hierarchy	June 30, 2024		December 31, 2023
Contingent consideration, current portion	Level 3	$	5,026	$	5,951
Contingent consideration, noncurrent portion	Level 3	6,468		7,487
Total contingent consideration		$	11,494	$	13,438


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands except per share amounts)	2024		2023		2024		2023
Numerator:
Net income (loss)	$	994	$	(612)	$	6,187	$	(1,118)
Less: Dividends and accretion attributable to redeemable senior preferred stockholders	(18,565)		(11,765)		(31,227)		(23,060)
Less: Return on redeemable NCI in consolidated subsidiary	(58)		—		(639)		—

Net loss attributable to common stockholders	$	(17,629)	$	(12,377)	$	(25,679)	$	(24,178)
Denominator:
Basic and diluted:
Weighted-average common shares outstanding(1)	77,736		78,292		77,878		78,213
Loss per common share	$	(0.23)	$	(0.16)	$	(0.33)	$	(0.31)


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	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
April 1-30, 2024	54,219	$	3.23	—	690,296
May 1-31, 2024	3,079	$	3.21	—	690,296
June 1-30, 2024	—	$	—	—	690,296
Total	57,298	$	3.18	—


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
10.17						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.
10.25						Credit and Guaranty Agreement, dated as of May 16, 2024, by and among Priority Holdings, LLC, as the Initial Borrower, the Credit Parties party thereto, the Lenders party thereto and Truist Bank, as Administrative Agent and Collateral Agent.
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



August 8, 2024			/s/ Thomas C. Priore Thomas C. Priore President, Chief Executive Officer and Chairman (Principal Executive Officer)

August 8, 2024			/s/ Timothy M. O'Leary Tim O'Leary Chief Financial Officer (Principal Financial Officer)



August 8, 2024			/s/ THOMAS C. PRIORE
			Thomas C. Priore
			Chief Executive Officer and Chairman
			(Principal Executive Officer)



August 8, 2024			/s/ TIMOTHY M. O’LEARY
			Timothy M. O’Leary
			Chief Financial Officer
			(Principal Financial Officer)