Priority Technology (PRTH) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2026, and will be held virtually, allowing shareholders to vote and submit questions online.

• Four proposals will be voted on: election of six directors, approval of an amendment to the equity incentive plan, advisory approval of executive compensation, and ratification of KPMG as the new auditor.

• A preliminary, non-binding take-private proposal led by the Chairman/CEO is under review by a Special Committee of independent directors, but is not up for a vote at this meeting.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, increasing shares under the 2018 Equity Incentive Plan by 8 million, a non-binding say-on-pay for executive compensation, and ratifying KPMG as auditor.

• The Board recommends voting FOR all proposals.

• The take-private proposal is not being voted on at this meeting; any future agreement would require a separate shareholder vote.

Board of directors and corporate governance

• The Board consists of six directors, with a majority being independent under NASDAQ rules.

• The Special Committee, composed solely of independent directors, is evaluating the take-private proposal and has retained Barclays and Paul, Weiss as advisors.

• The Board has Audit, Compensation, and Nominating & Governance Committees, all comprised of independent directors.

• Directors are indemnified to the fullest extent permitted by Delaware law.