Priority Technology Holdings, Inc. Reports Third Quarter Financial Results

About this update from Priority Technology Holdings, Inc.

Third Quarter Performance Driven by Strength of Unified Commerce Platform ALPHARETTA, Ga. --(BUSINESS WIRE)-- Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), the payments and banking solution that streamlines collecting, storing, lending, and sending money to unlock revenue opportunities, today announced its third quarter 2025 financial results including strong year-over-year diversified revenue growth. "Our third quarter results reflect the strength and diversification of Priority’s Connected Commerce platform, with over 6% revenue growth and 10% adjusted gross profit growth,” said Tom Priore , Chairman and CEO of Priority. “Our ability to connect payments and treasury solutions across our diverse business segments delivered over 18% revenue growth for Treasury Solutions and 14% growth for Payables, while adjusted gross profit margins expanded by nearly 140 basis points. In addition to the solid financial results, we had several key operational wins during the quarter - launching our dedicated residual financing facility to fuel ISO and ISV partner growth, activating card acquiring in Canada , adding real-time payments, and increasing deposits under administration by $200 million - along with the execution of accretive acquisitions and a 100 basis point reduction in our borrowing costs, reinforcing the strength of our platform which has produced 18% compound annual adjusted EBITDA growth since going public in 2018.” Highlights of Consolidated Results and Additional Information 1 Third Quarter 2025 Financial Highlights compared with Third Quarter 2024 Revenue of $241.4 million increased 6.3% from $227.0 million Adjusted gross profit (a non-GAAP measure2) of $94.8 million increased 10.2% from $86.0 million Adjusted gross profit margin (a non-GAAP measure2) of 39.2% increased by nearly 140 basis points from 37.9% Operating income of $37.8 million decreased 0.8% from $38.1 million Adjusted EBITDA (a non-GAAP measure2) of $57.8 million increased 5.7% from $54.6 million Adjusted EPS - diluted (a non-GAAP measure2) of $0.28 increased by $0.10 , or 55.6%, from $0.18 Driven by strong cash flow performance in 2025, the Company made a $15.0 million voluntary prepayment on its term loan on October 31, 2025 . The Company closed on a new $1.1 billion broadly syndicated credit facility on July 31, 2025 , and lowered the interest rate by 100 basis points while increasing liquidity and extending maturity to 2032. In August 2025 , the Company acquired the assets of Boom Commerce, an existing reseller partner of Priority with proven ability to attract enterprise customers and sell value added services. In October 2025 , the Company acquired the assets of Dealer Merchant Services, a leading provider of vertically focused software and payments in the automotive dealership arena. (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. Full Year 2025 Financial Guidance Priority's business remains strong, and we are adjusting our full year 2025 guidance to reflect year to date results combined with our current outlook for the fourth quarter. We anticipate continued strong double-digit revenue growth in Payables and Treasury Solutions will complement mid-single digit organic revenue growth in Merchant Solutions. The adjusted full year 2025 guidance is as follows: Revenue forecast to range between $950 million to $965 million , a growth rate of 8% to 10%, compared to fiscal 2024 results. Adjusted gross profit (a non-GAAP measure) forecast to range between $370 million and $380 million . Adjusted EBITDA (a non-GAAP measure) forecast to range between $223 million to $228 million . Segment Reporting Update Consistent with the evolution of Priority from its origins as a monoline merchant acquirer over 20 years ago to a diversified commerce platform today, we are renaming our operating segments to better reflect not only their respective solution sets, but the diverse mix of increasingly larger customers they serve. Merchant Solutions, Payables and Treasury Solutions replace SMB, B2B and Enterprise, respectively. The financial results of each respective reporting segment do not change as a result of this rebranding. Conference Call The Company will host a conference call on Thursday, November 6, 2025 at 10:00 a.m. EST to discuss its third quarter financial results. Participants can access the call by phone in the U.S. or Canada at (833) 636-1319 or internationally at (412) 902-4286. The Internet webcast link and accompanying slide presentation can be accessed at https://viavid.webcasts.com/starthere.jsp?ei=1732695&tp_key=493d4ecd35 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 November 20, 2025 , at 11:59 p.m. EST . To listen to the audio replay, dial (844) 512-2921 or (412) 317-6671 and enter conference ID number 10202505 . 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 September 30 , Nine Months Ended September 30 , 2025 2024 2025 2024 Revenues $ 241,439 $ 227,049 $ 705,881 $ 652,635 Cost of revenue (excluding depreciation and amortization) (146,681 ) (141,070 ) (431,433 ) (408,486 ) Adjusted gross profit $ 94,758 $ 85,979 $ 274,448 $ 244,149 Adjusted gross profit margin 39.2 % 37.9 % 38.9 % 37.4 % Depreciation and amortization of revenue generating assets (4,985 ) (4,207 ) (14,581 ) (12,048 ) Gross profit $ 89,773 $ 81,772 $ 259,867 $ 232,101 Gross profit margin 37.2 % 36.0 % 36.8 % 35.6 % 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 September 30 , Nine Months Ended September 30 , 2025 2024 2025 2024 Net income $ 27,588 $ 10,608 $ 46,735 $ 16,795 Interest expense 22,463 23,246 68,693 65,836 Income tax (benefit) expense (20,201 ) 4,899 (13,528 ) 9,996 Depreciation and amortization 15,122 13,733 42,992 44,230 EBITDA 44,972 52,486 144,892 136,857 Debt modification and extinguishment expenses 12,476 43 12,514 8,666 Selling, general and administrative (non-recurring) 1,491 696 4,085 2,131 Non-cash stock-based compensation 2,327 1,416 7,119 4,878 Bargain purchase gain (non-recurring) (3,507 ) — (3,507 ) — Adjusted EBITDA $ 57,759 $ 54,641 $ 165,103 $ 152,532 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 September 30 , Nine Months Ended September 30 , 2025 2024 2025 2024 Selling, general and administrative expenses (non-recurring): Certain legal fees 833 552 2,443 1,207 Professional, accounting and consulting fees 115 128 1,223 627 Other (income) expenses, net 253 16 289 186 Litigation settlement 290 — 130 111 $ 1,491 $ 696 $ 4,085 $ 2,131 Adjusted Earnings Per Share (Adjusted EPS) Adjusted EPS is a performance measure. Adjusted EPS is calculated by dividing adjusted net income (loss) 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 (loss) 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 September 30 , Nine Months Ended September 30 , 2025 2024 2025 2024 Reconciliation of Adjusted EPS Net income (loss) attributable to common shareholders $ 27,588 $ 5,487 $ 46,735 $ (20,192 ) Non-recurring release of valuation allowance on deferred tax assets (21,170 ) — (20,670 ) — Accelerated accretion expense and excise tax attributable to redeemable senior preferred stockholders — — — 9,549 Debt extinguishment and modification costs 12,476 43 12,514 8,666 Stock based compensation 2,327 1,416 7,119 4,878 Other non-recurring expenses 1,491 696 4,085 2,131 Amortization of acquisition related intangible assets 10,334 9,813 29,065 32,930 Tax impact of adjustments(1) (6,924 ) (3,111 ) (13,724 ) (12,637 ) Bargain purchase gain (non-recurring) (3,507 ) — (3,507 ) — Adjusted net income attributable to common share holders $ 22,615 $ 14,344 $ 61,617 $ 25,325 Weighted average common shares outstanding (basic) 80,325 77,973 79,366 77,910 Effect of dilutive potential common shares 791 2,122 1,017 — Weighted average common shares outstanding (diluted) 81,116 80,095 80,383 77,910 Earnings (loss) per common share: Basic $ 0.34 $ 0.07 $ 0.59 $ (0.26 ) Diluted $ 0.34 $ 0.07 $ 0.58 $ (0.26 ) Adjusted earnings per common share Basic $ 0.28 $ 0.18 $ 0.78 $ 0.33 Diluted $ 0.28 $ 0.18 $ 0.77 $ 0.33 (1) The tax impact calculated using the blended statutory income tax rate (i.e. 26.0% for three and nine months ended September 30, 2025 and 2024) 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 2025 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 6, 2025 . 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 (Loss) (in thousands, except per share amounts) Three Months Ended September 30 , Nine Months Ended September 30 , 2025 2024 2025 2024 Revenues $ 241,439 $ 227,049 $ 705,881 $ 652,635 Operating expenses Cost of revenue (excludes depreciation and amortization) 146,681 141,070 431,433 408,486 Salary and employee benefits 26,140 21,748 78,975 66,017 Depreciation and amortization 15,122 13,733 42,992 44,230 Selling, general and administrative 15,724 12,413 44,734 34,620 Total operating expenses 203,667 188,964 598,134 553,353 Operating income 37,772 38,085 107,747 99,282 Other (expense) income Interest expense (22,463 ) (23,246 ) (68,693 ) (65,836 ) Debt extinguishment and modification costs (12,476 ) (43 ) (12,514 ) (8,666 ) Other income, net 4,554 711 6,667 2,011 Total other expense, net (30,385 ) (22,578 ) (74,540 ) (72,491 ) Income before income taxes 7,387 15,507 33,207 26,791 Income tax expense (20,201 ) 4,899 (13,528 ) 9,996 Net income 27,588 10,608 46,735 16,795 Less: Dividends and accretion attributable to redeemable senior preferred stockholders — (5,121 ) — (36,348 ) Less: Return on redeemable NCI — — — (639 ) Net income (loss) attributable to common stockholders 27,588 5,487 $ 46,735 $ (20,192 ) Other comprehensive income (loss) Foreign currency translation adjustments (279 ) (28 ) (19 ) (37 ) Comprehensive income (loss) $ 27,309 $ 5,459 $ 46,716 $ (20,229 ) Earnings (loss) per common share: Basic $ 0.34 $ 0.07 $ 0.59 $ (0.26 ) Diluted $ 0.34 $ 0.07 $ 0.58 $ (0.26 ) Adjusted earnings per common share(1): Basic $ 0.28 $ 0.18 $ 0.78 $ 0.33 Diluted $ 0.28 $ 0.18 $ 0.77 $ 0.33 Weighted-average common shares outstanding: Basic 80,325 77,973 79,366 77,910 Diluted 81,116 80,095 80,383 77,910 (1) Adjusted EPS in a non-GAAP earnings measure. See Adjusted EPS reconciliation for further detail. Priority Technology Holdings, Inc. Unaudited Consolidated Balance Sheets (in thousands) September 30, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 56,978 $ 58,600 Restricted cash 12,984 11,090 Accounts receivable, net of allowances 92,437 67,969 Prepaid expenses and other current assets 35,042 22,990 Current portion of notes receivable, net of allowance 1,742 3,638 Settlement assets 1,187,417 940,798 Total current assets 1,386,600 1,105,085 Notes receivable, less current portion 11,875 4,919 Property, equipment and software, net 59,306 52,477 Goodwill 382,388 376,091 Intangible assets, net 302,435 240,874 Deferred income taxes, net 50,428 24,697 Other noncurrent assets 24,100 22,717 Total assets $ 2,217,132 1,826,860 Liabilities, Stockholders' Deficit and NCI Current liabilities: Accounts payable and accrued expenses $ 65,731 $ 62,149 Accrued residual commissions 38,678 37,560 Customer deposits and advance payments 2,150 2,246 Current portion of long-term debt 10,000 9,503 Settlement obligations 1,188,071 940,213 Total current liabilities 1,304,630 1,051,671 Long-term debt, net of current portion, discounts and debt issuance costs 997,549 920,888 Other noncurrent liabilities 23,467 19,326 Total liabilities 2,325,646 1,991,885 Stockholders' deficit: Preferred stock — — Common stock 82 77 Treasury stock, at cost (22,613 ) (19,607 ) Additional paid-in capital 12,827 — Accumulated other comprehensive loss (195 ) (176 ) Accumulated deficit (100,399 ) (147,134 ) Total stockholders' deficit attributable to stockholders of Priority (110,298 ) (166,840 ) Non-controlling interests in consolidated subsidiaries 1,784 1,815 Total stockholders' deficit (108,514 ) (165,025 ) Total liabilities, stockholders' deficit and NCI $ 2,217,132 $ 1,826,860 Priority Technology Holdings, Inc . Unaudited Consolidated Statements of Cash Flows (in thousands) Nine Months Ended September 30 , 2025 2024 Cash flows from operating activities: Net income $ 46,735 $ 16,795 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of assets 42,992 44,230 Stock-based compensation 7,119 4,878 Amortization of debt issuance costs and discounts 1,329 2,250 Debt extinguishment and modification costs 12,514 8,666 Deferred income tax (16,090 ) (2,944 ) Change in deferred consideration 2,449 3,280 Bargain purchase gain (3,506 ) Other non-cash items, net (130 ) (37 ) Change in operating assets and liabilities: Accounts receivable (22,995 ) (15,712 ) Prepaid expenses and other current assets (2,054 ) (2,808 ) Income taxes (receivable) payable (7,669 ) (3,000 ) Notes receivable — (883 ) Accounts payable and accrued expenses 1,498 12,864 Accrued residuals commissions 1,118 — Customer deposits and advance payments (142 ) 271 Other noncurrent assets and liabilities, net (7 ) (5,998 ) Net cash provided by operating activities 63,161 61,852 Cash flows from investing activities: Acquisition of businesses, net of cash acquired (77,369 ) — Additions to property, equipment and software (18,952 ) (17,044 ) Notes receivable, net (5,060 ) (216 ) Acquisitions of assets and other investing activities (50,517 ) (7,474 ) Net cash used in investing activities (151,898 ) (24,734 ) Cash flows from financing activities: Proceeds from issuance of long-term debt, net of issue discount 1,019,714 830,200 Debt issuance and modification costs paid (4,725 ) (6,901 ) Repayments of long-term debt (945,537 ) (656,460 ) Redemption of PHOT redeemable NCI — (2,130 ) Repurchases of shares withheld for taxes (3,006 ) (1,208 ) 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 stockholders — (22,099 ) Proceeds from exercise of stock options 413 — Settlement obligations, net 247,531 116,065 Payment of deferred/contingent consideration related to business combination (19,756 ) (4,996 ) NCI repurchase (6,000 ) — Net cash provided by financing activities 288,634 84,716 Net change in cash and cash equivalents and restricted cash: Net increase in cash and cash equivalents, and restricted cash 199,897 121,834 Cash and cash equivalents and restricted cash at beginning of period 993,864 796,223 Cash and cash equivalents and restricted cash at end of period $ 1,193,761 $ 918,057 Reconciliation of cash and cash equivalents, and restricted cash: Cash and cash equivalents $ 56,978 $ 41,072 Restricted cash 12,984 13,398 Cash and cash equivalents included in settlement assets (restricted in nature) 1,123,799 863,587 Total cash and cash equivalents, and restricted cash $ 1,193,761 $ 918,057 Priority Technology Holdings, Inc . Unaudited Reportable Segments' Results (in thousands) Three Months Ended September 30 , Nine Months Ended September 30 , 2025 2024 2025 2024 Merchant Solutions: Revenues $ 161,874 $ 158,770 $ 476,794 $ 457,875 Adjusted EBITDA $ 27,727 $ 28,644 $ 81,181 $ 82,265 Key Indicators: Total card processing dollar value $ 18,469,447 $ 18,076,156 $ 54,822,837 $ 53,428,816 Total card transaction count 230,741 223,700 671,233 642,827 Payables: Revenues $ 25,162 $ 22,143 $ 74,113 $ 65,368 Adjusted EBITDA $ 3,455 $ 1,933 $ 10,741 $ 5,209 Key Indicators: Buyer funded card processing dollar value $ 789,700 $ 700,510 $ 2,295,100 $ 2,082,590 Supplier funded issuing dollar value $ 230,882 $ 255,323 $ 688,399 $ 732,589 ACH transaction count 14,451 11,042 41,085 29,621 Treasury Solutions: Revenues $ 55,684 $ 47,099 $ 158,430 $ 131,758 Adjusted EBITDA $ 46,676 $ 40,940 $ 134,677 $ 112,911 Key Indicators: Average CFTPay billed clients 1,054,238 832,351 995,660 766,370 Average CFTPay monthly enrollments 61,185 62,875 58,316 57,281 Average total account balances(1) $ 1,248,432 $ 900,690 $ 1,145,164 $ 847,486 (1) This represents the average total account balance during the three and nine months ended on September 30, 2025 , in the Treasury solutions segment, and excludes the deposits and balances maintained in the Merchant Solution and Payables segment. The total account and deposit balances as of September 30, 2025 , were $1.6 billion . Priority Technology Holdings, Inc . Unaudited Reportable Segments' Results (in thousands) Three Months Ended September 30, 2025 Merchant Solutions Payables Treasury Solutions Corporate Total Consolidated Reconciliation of Adjusted EBITDA to GAAP Measure: Adjusted EBITDA $ 27,727 $ 3,455 $ 46,676 $ (20,099 ) $ 57,759 Interest expense (357 ) (361 ) (143 ) (21,602 ) (22,463 ) Depreciation and amortization (7,607 ) (1,275 ) (4,924 ) (1,316 ) (15,122 ) Debt modification and extinguishment expenses — — — (12,476 ) (12,476 ) Selling, general and administrative (non-recurring) — — — (1,491 ) (1,491 ) Non-cash stock based compensation — (133 ) (33 ) (2,161 ) (2,327 ) Bargain purchase gain (non-recurring) — — — 3,507 3,507 Income (loss) before taxes $ 19,763 $ 1,686 $ 41,576 $ (55,638 ) $ 7,387 Income tax expense 20,201 Net income $ 27,588 Nine Months Ended September 30, 2025 Merchant Solutions Payables Treasury Solutions Corporate Total Consolidated Reconciliation of Adjusted EBITDA to GAAP Measure: Adjusted EBITDA $ 81,181 $ 10,741 $ 134,677 $ (61,496 ) $ 165,103 Interest expense (357 ) (2,158 ) (385 ) (65,793 ) (68,693 ) Depreciation and amortization (20,865 ) (3,798 ) (14,507 ) (3,822 ) (42,992 ) Debt modification and extinguishment expenses — — — (12,514 ) (12,514 ) Selling, general and administrative (non-recurring) — — — (4,085 ) (4,085 ) Non-cash stock based compensation 1 (301 ) (98 ) (6,721 ) (7,119 ) Bargain purchase gain (non-recurring) — — — 3,507 3,507 Income (loss) before taxes $ 59,960 $ 4,484 $ 119,687 $ (150,924 ) $ 33,207 Income tax expense 13,528 Net income $ 46,735 Three Months Ended September 30, 2024 Merchant Solutions Payables Treasury Solutions Corporate Total Consolidated Reconciliation of Adjusted EBITDA to GAAP Measure: Adjusted EBITDA $ 28,644 $ 1,933 $ 40,940 $ (16,876 ) $ 54,641 Interest expense — (1,066 ) — (22,180 ) (23,246 ) Depreciation and amortization (6,939 ) (1,261 ) (4,304 ) (1,229 ) (13,733 ) Debt modification and extinguishment expenses — — — (43 ) (43 ) Selling, general and administrative (non-recurring) — — — (696 ) (696 ) Non-cash stock based compensation (4 ) (73 ) (33 ) (1,306 ) (1,416 ) Income (loss) before taxes $ 21,701 $ (467 ) $ 36,603 $ (42,330 ) $ 15,507 Income tax expense (4,899 ) Net income $ 10,608 Nine Months Ended September 30, 2024 Merchant Solutions Payables Treasury Solutions Corporate Total Consolidated Reconciliation of Adjusted EBITDA to GAAP Measure: Adjusted EBITDA $ 82,265 $ 5,209 $ 112,911 $ (47,853 ) $ 152,532 Interest expense (1 ) (3,280 ) — (62,555 ) (65,836 ) Depreciation and amortization (24,065 ) (3,992 ) (12,431 ) (3,742 ) (44,230 ) Debt modification and extinguishment expenses — — — (8,666 ) (8,666 ) Selling, general and administrative (non-recurring) — — — (2,131 ) (2,131 ) Non-cash stock based compensation (12 ) (299 ) (98 ) (4,469 ) (4,878 ) Income (loss) before taxes $ 58,187 $ (2,362 ) $ 100,382 $ (129,416 ) $ 26,791 Income tax expense (9,996 ) Net income $ 16,795 View source version on businesswire.com : https://www.businesswire.com/news/home/20251106935503/en/ Priority Investor Inquiries: [email protected] Source: Priority Technology Holdings, Inc.

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