Priority Technology (PRTH) Proxy filing summary

Executive summary

• A definitive agreement was reached for an investor group led by the Chairman and CEO to acquire all outstanding shares not already owned for $8.05 per share in cash, representing a 65% premium to the unaffected share price and a 38% premium to the price before the announcement.

• The transaction values the company at approximately $1.6 billion and is expected to close in the first half of 2027, after which the company will become privately held and delist from Nasdaq.

• The Special Committee of independent and disinterested directors unanimously recommended the transaction after a comprehensive review and negotiations, resulting in improved terms for unaffiliated stockholders.

• The transaction is not subject to a financing condition and is backed by equity commitments from Searchlight Capital Partners.

Voting matters and shareholder proposals

• The transaction requires approval by a majority of unaffiliated stockholders at a special meeting, in addition to customary closing conditions and regulatory approvals.

• Stockholders will receive a proxy statement and related materials for voting, and employees who own stock will have the same voting rights as other shareholders.

• The company will file a Rule 13e-3 transaction statement and other documents with the SEC in connection with the solicitation of proxies.

Board of directors and corporate governance

• The Special Committee, comprised solely of independent and disinterested directors, led the review and negotiation process, engaging independent legal and financial advisors.

• The Board of Directors approved the transaction based on the Special Committee’s unanimous recommendation.

• The current management team, including the Chairman and CEO, intends to continue leading the company post-transaction.