PRTH / Priority Technology Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

SALE AGREEMENT

EXHIBIT 10.2 Execution Version SALE AGREEMENT This SALE AGREEMENT is made and entered into as of August 18, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among PRIORITY HOLDINGS, LLC, a Delaware limited liability company, as an Originator (in such capacity, the “Priority Originator”) and as Servicer (in such capaci

CREDIT AGREEMENT dated as of August 18, 2025, PRIORITY FINANCE SPV, LLC, as Borrower, PRIORITY RESIDUAL FINANCE, LLC, as Holdings, PRIORITY HOLDINGS, LLC, as Servicer, the Lenders from time to time party hereto, VP CAPITAL, L.P., as Administrative Ag

EXHIBIT 10.1 Execution Version CREDIT AGREEMENT dated as of August 18, 2025, among PRIORITY FINANCE SPV, LLC, as Borrower, PRIORITY RESIDUAL FINANCE, LLC, as Holdings, PRIORITY HOLDINGS, LLC, as Servicer, the Lenders from time to time party hereto, and VP CAPITAL, L.P., as Administrative Agent and Collateral Agent Table of Contents Section Description Page Section 1.1. Definitions 1 Section 1.2. I

Priority Technology Holdings, Inc. Announces Strategic Asset Acquisition and Secures $50 Million Financing Facility

EXHIBIT 99.1 Priority Technology Holdings, Inc. Announces Strategic Asset Acquisition and Secures $50 Million Financing Facility ALPHARETTA, GA – August 19, 2025 - 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 the succ

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 19, 2025 Date of Report (Date of earliest event reported) Priority Technolog

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 19, 2025 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (

SERVICING AGREEMENT

EXHIBIT 10.3 Execution Version SERVICING AGREEMENT This SERVICING AGREEMENT is made and entered as of August 18, 2025 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) by and between PRIORITY FINANCE SPV, LLC, a Delaware limited liability company (the “Borrower”), and PRIORITY HOLDINGS, LLC, a Delaware limited liability company (the “Servicer”). WHEREAS

ASSET PURCHASE AGREEMENT by and between Priority Boom, LLC, as Buyer, Priority Payment Systems, LLC (solely with respect to Section 8.12(a)) Eventus Holdings, LLC, Riverside Management, LLC, and National Payment Systems, LLC, as Sellers, the Principa

EXHIBIT 10.4 ASSET PURCHASE AGREEMENT by and between Priority Boom, LLC, as Buyer, Priority Payment Systems, LLC (solely with respect to Section 8.12(a)) Eventus Holdings, LLC, Riverside Management, LLC, and National Payment Systems, LLC, as Sellers, the Principal Guarantors (solely with respect to Section 8.12(b)), Sabin Burrell and John Hynes, as Principals, and John Hynes, as Seller Representat

Amendment No. 2 to Priority Technology Holdings, Inc. 2021 Employee Stock Purchase Plan

ex1032amendmentno2to2021 AMENDMENT NO. 2 TO THE PRIORITY TECHNOLOGY HOLDINGS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN THIS AMENDMENT NO. 1 to the Priority Technology Holdings, Inc. 2021 Employee Stock Purchase Plan is made as of the 29th day of April, 2025, by Priority Technology Holdings, Inc., (the “Company”), to be effective as set forth herein. WHEREAS, the Company previously established the Pr

R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: Q2

q22025prthsupplementals R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 Priority Technology Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37872 Priority Technology H

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 7, 2025 Date of Report (Date of earliest event reported) Priority Technology

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 7, 2025 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (C

Priority Technology Holdings, Inc. Reports Second Quarter Financial Results Strong Second Quarter Growth Driven by Performance Across Unified Commerce Platform

Priority Technology Holdings, Inc. Reports Second Quarter Financial Results Strong Second Quarter Growth Driven by Performance Across Unified Commerce Platform ALPHARETTA, GA - August 7, 2025 - 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 opportun

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 4, 2025 Date of Report (Date of earliest event reported) Priority Technology

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 4, 2025 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (C

Priority Technology Holdings, Inc. Announces Closing of New Senior Credit Facilities with Lower Interest Rate

EXHIBIT 99.1 Priority Technology Holdings, Inc. Announces Closing of New Senior Credit Facilities with Lower Interest Rate ALPHARETTA, GA – August 4, 2025 - 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 the successful

Amendment No. 2 to the Credit and Guaranty Agreement, dated as of July 31, 2025, by and among Priority Holdings, LLC, as the Borrower Representative, the Credit Parties party thereto, each of the Lenders party thereto, each 2025-1 Converting Lender party thereto, each 2025-1 Incremental Revolving Credit Lender party thereto, each New 2025-1 Refinancing Term Lender party thereto and Truist Bank, as administrative agent and collateral agent, as the Designated 2025 Fronting Lender and as the 2025-1 Incremental Term Lender.

EXHIBIT 10.1 Execution Version AMENDMENT NO. 2 TO THE CREDIT AND GUARANTY AGREEMENT AMENDMENT NO. 2 TO THE CREDIT AND GUARANTY AGREEMENT, dated as of July 31, 2025 (this “Second Amendment”), among PRIORITY HOLDINGS, LLC, a Delaware limited liability company, as the sole Borrower Representative under the Credit Agreement (as defined below) (the “Borrower Representative”), the other Credit Parties p

Exhibit C to Amendment No. 2 to the Credit and Guaranty Agreement, dated as of July 31, 2025.

EXHIBIT 10.2 Exhibit AC to Amendment No. 12, dated November 21July 31, 20242025 CREDIT AND GUARANTY AGREEMENT Dated May 16, 2024 (as amended by Amendment No. 1 to the Credit and Guaranty Agreement, dated as of November 21, 2024 and Amendment No. 2 to the Credit and Guaranty Agreement, dated as of July 31, 2025) among PRIORITY HOLDINGS, LLC, as a Borrower and the Borrower Representative, THE OTHER

Exhibit E to Amendment No. 2 to the Credit and Guaranty Agreement, dated as of July 31, 2025.

EXHIBIT 10.3 EXHIBIT E Amended Pledge and Security Agreement (Attached) NAI-1539893684v9 Exhibit E to Amendment No. 2, dated as of July 31, 2025 PLEDGE AND SECURITY AGREEMENT dated as of May 16, 2024 among EACH OF THE GRANTORS PARTY HERETO and TRUIST BANK, as Collateral Agent NAI-1539893684v9 Table of Contents Page SECTION 1. DEFINITIONS 1 1.1 General Definitions 1 1.2 Definitions; Interpretation

Amendment No. 2 to Priority Technology Holdings, Inc. 2021 Employee Stock Purchase Plan

EXHIBIT 10.2 AMENDMENT NO. 2 TO THE PRIORITY TECHNOLOGY HOLDINGS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN THIS AMENDMENT NO. 1 to the Priority Technology Holdings, Inc. 2021 Employee Stock Purchase Plan is made as of the 18th day of July, 2025, by Priority Technology Holdings, Inc., (the “Company”), to be effective as set forth herein. WHEREAS, the Company previously established the Priority Techno

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-8 (Form Type) Priority Technology Holdings, Inc.

As filed with the Securities and Exchange Commission on July 18, 2025

As filed with the Securities and Exchange Commission on July 18, 2025 Registration No.

Priority Technology Holdings, Inc. Announces Launch of New Senior Credit Facilities

EXHIBIT 99.1 Priority Technology Holdings, Inc. Announces Launch of New Senior Credit Facilities ALPHARETTA, GA – July 8, 2025 - 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 that it has launched an effort to issue new

Financial Statements and Exhibits, Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 8, 2025 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (Com

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 13, 2025 Date of Report (Date of earliest event reported) Priority Technology

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 13, 2025 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37872 Priority Technology

Rule 10b5-1 Sales Plan, dated March 11, 2025, by and between Sean Kiewiet and J.P. Morgan Securities LLC.

1 Sales Plan Sales Plan, adopted (the “Sales Plan”, and such date the “Adoption Date”), between Sean Kiewiet (“Seller”) and J.

Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: Q1 2025 Earnings Call May 2025 prioritycommerce.com 2 Disclaimer Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains “forward-lo

Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: Q1 2025 Earnings Call May 2025 prioritycommerce.com 2 Disclaimer Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, stateme

Subsidiaries of Priority Technology Holdings, Inc.

EXHIBIT 21.1 Subsidiaries of Priority Technology Holdings, Inc. Priority Technology Holdings, Inc. Priority Holdings, LLC Priority Finance, LLC Priority Payment Systems, LLC Priority Hospitality Technology, LLC Priority Ovvi, LLC Priority Payright Health Solutions, LLC Priority Commerce Canada, Inc. (Canada) Priority Real Estate Technology, LLC Priority Commerce Payments, LLC Plastiq, Powered by P

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 6, 2025 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (Comm

Share Purchase Agreement by and between Ayrshire Developments Corp., Priority Canada Acquisition Company, Inc., and Priority Technology Holdings, Inc., dated January 21, 2025

Execution Version 1390-1182-7473.14 THE PERSONS LISTED ON EXHIBIT A (as the Vendors) - and – AYRSHIRE DEVELOPMENTS (HIF II) CORP. (as the Vendors’ Representative) - and - PRIORITY CANADA ACQUISITION COMPANY, INC. (the “Purchaser”) - and – PRIORITY TECHNOLOGY HOLDINGS, INC. (the “Parent Guarantor”) SHARE PURCHASE AGREEMENT DATED: January 21st, 2025 TABLE OF CONTENTS Page 1390-1182-7473.14 -i- ARTIC

Priority Technology Holdings, Inc. Reports First Quarter Financial Results Strong First Quarter Growth Driven by Performance Across Unified Commerce Platform

Priority Technology Holdings, Inc. Reports First Quarter Financial Results Strong First Quarter Growth Driven by Performance Across Unified Commerce Platform ALPHARETTA, GA - May 6, 2025 - Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), the payments and banking fintech that streamlines collecting, storing, lending, and sending money to unlock revenue opportunities,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.

Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: Q4 2024 Earnings Call March 6, 2025 EXHIBIT 99.2 prioritycommerce.com 2 Disclaimer Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation co

Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: Q4 2024 Earnings Call March 6, 2025 EXHIBIT 99.2 prioritycommerce.com 2 Disclaimer Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not l

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37872 Priority Technology Holdings

Insider Trading Policy

ex191insidertradingpolic DOC ID - 27807333.7 PRIORITY TECHNOLOGY HOLDINGS, INC. SECURITIES TRADING POLICY Compliance with United States Securities Laws and Security Trading Adopted as of July 25, 2018 This Securities Trading Policy (“Policy”) contains the following sections: 1.0 General 2.0 Definitions 3.0 Statement of Policy 4.0 Certain Exceptions 5.0 Pre-clearance of Trades and Other Procedures

Subsidiaries of Priority Technology Holdings, Inc.

EXHIBIT 21.1 Subsidiaries of Priority Technology Holdings, Inc. Priority Technology Holdings, Inc. Priority Holdings, LLC Priority Payment Systems, LLC Priority Hospitality Technology, LLC Priority Ovvi, LLC Priority Payright Health Solutions, LLC Priority Commerce Canada, Inc. (Canada) Priority Real Estate Technology, LLC Priority Finance Priority Commercial Payments, LLC Plastiq, Powered by Prio

Priority Technology Holdings, Inc. Announces Fourth Quarter and Full Year 2024 Financial Results Strong Fourth Quarter Growth Driven by Performance Across Diverse Business Segments

EXHIBIT 99.1 Priority Investor Inquiries: Chris Kettmann [email protected] (773) 497-7575 Priority Technology Holdings, Inc. Announces Fourth Quarter and Full Year 2024 Financial Results Strong Fourth Quarter Growth Driven by Performance Across Diverse Business Segments ALPHARETTA, GA - March 6, 2025 - Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), a pay

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 6, 2025 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (Co

Amended and Restated Registration Rights Agreement, dated as of September 17, 2021 by and among Priority Technology Holdings, Inc. and the stockholders party thereto.

ex1021amendedandrestated EXECUTION VERSION DOC ID - 33093261.11 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among Priority Technology Holdings, Inc. and the other parties hereto Dated as of September 17, 2021 i DOC ID - 33093261.11 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ........................................................................................................... 1

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 27, 2025 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation)

Priority Technology Holdings, Inc. Announces Planned Retirement of Co-Founder John V. Priore and Appointment of Clayton Main to Board of Directors

Exhibit 99.1 Priority Technology Holdings, Inc. Announces Planned Retirement of Co-Founder John V. Priore and Appointment of Clayton Main to Board of Directors ALPHARETTA, GA – February 27, 2025 - 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 opport

CONTROL PERSON IDENTIFICATION

Exhibit B CONTROL PERSON IDENTIFICATION Divisadero Street Capital Management, LP is the relevant entity for which each of William Zolezzi and Divisadero Street Capital, LLC may be considered a control person.

JOINT FILING AGREEMENT

Exhibit A JOINT FILING AGREEMENT The undersigned agree that this Schedule 13G dated January 21, 2025 relating to the Common Stock, par value $0.

Underwriting Agreement, dated as of January 15, 2025, by and among Priority Technology Holdings, Inc., Keefe, Bruyette & Woods, Inc. and TD Securities (USA) LLC, acting as representatives of the several underwriters named therein, and the selling stockholders named therein

Exhibit 1.1 9,070,643 Shares PRIORITY TECHNOLOGY HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENT January 15, 2025 Keefe, Bruyette & Woods, Inc. 787 Seventh Avenue, 4th Floor New York, New York 10019 and TD SECURITIES (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 As Representatives of the Underwriters listed in Schedule A hereto Ladies and Gentlemen: The several stockholders of Priority

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 15, 2025 PRIORITY TECHNOLOGY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation)

1

Exhibit 99.1 Priority Announces Pricing of Secondary Offering of Common Stock Alpharetta, GA, January 15, 2025 – 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, announced today the pricing of a previously announced underwritten secondar

Priority Technology Holdings, Inc. 9,070,643 Shares of Common Stock from Selling Stockholders

Filed Pursuant to Rule 424(b)(5) Registration No. 333-283519 PROSPECTUS SUPPLEMENT (To Prospectus dated December 11, 2024) Priority Technology Holdings, Inc. 9,070,643 Shares of Common Stock from Selling Stockholders This prospectus supplement relates to the shares of common stock of Priority Technology Holdings, Inc. being sold by the selling stockholders identified in this prospectus supplement.

Priority Technology Holdings, Inc. (Nasdaq: PRTH) Investor Presentation January 2025 prioritycommerce.com 1 Disclaimer Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation of Priority Technology Holdings, Inc.

Exhibit 99.2 Priority Technology Holdings, Inc. (Nasdaq: PRTH) Investor Presentation January 2025 prioritycommerce.com 1 Disclaimer Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation of Priority Technology Holdings, Inc. (“Priority”, “PRTH”, “we”, “our”, or “us”) contains “forward looking statements” within the meaning of the Private Securities Litigation

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 15, 2025 PRIORITY TECHNOLOGY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation)

Priority Announces Secondary Offering of Common Stock

Exhibit 99.1 Priority Announces Secondary Offering of Common Stock Alpharetta, GA, January 15, 2025 – 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, announced today that it has commenced an underwritten secondary offering for 9,157,600

SUBJECT TO COMPLETION, DATED JANUARY 15, 2025

Filed Pursuant to Rule 424(b)(5) Registration No. 333-283519 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these securities, nor are they soliciting offers to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

Priority Technology Holdings, Inc. 2001 Westside Parkway Suite 155 Alpharetta, GA 30004

Priority Technology Holdings, Inc. 2001 Westside Parkway Suite 155 Alpharetta, GA 30004 VIA EDGAR December 9, 2024 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Priority Technology Holdings, Inc. Registration Statement on Form S-3 (Reg. No. 333-283519) Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rul

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) Priority Technology Holdings, Inc.

As filed with the Securities and Exchange Commission on November 27, 2024

As filed with the Securities and Exchange Commission on November 27, 2024 Registration No.

Amendment No. 1 to the Credit and Guaranty Agreement, dated as of November 21, 2024, by and among Priority Holdings, LLC, as the Initial Borrower, the Credit Parties party thereto, the 2024-1 Incremental Term Lenders and Truist Bank, as Administrative Agent and Collateral Agent. †

prioritypayments-amendme AMENDMENT NO. 1 TO THE CREDIT AND GUARANTY AGREEMENT AMENDMENT NO. 1 TO THE CREDIT AND GUARANTY AGREEMENT, dated as of November 21, 2024 (this “Amendment”), among PRIORITY HOLDINGS, LLC, a Delaware limited liability company, as the sole Borrower under the Credit Agreement (as defined below) (the “Initial Borrower” or the “Borrower Representative”), the other Credit Parties

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 21, 2024 Date of Report (Date of earliest event reported) Priority Techno

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 21, 2024 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation

PRIORITY TECHNOLOGY HOLDINGS, INC., ANNOUNCES REDEMPTION OF PREFERRED STOCK AND SIMPLIFIED CAPITAL STRUCTURE ALPHARETTA, Ga. – November 21, 2024 – Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), the payments and banki

a112124prioritydebtrefin PRIORITY TECHNOLOGY HOLDINGS, INC., ANNOUNCES REDEMPTION OF PREFERRED STOCK AND SIMPLIFIED CAPITAL STRUCTURE ALPHARETTA, Ga. – November 21, 2024 – 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

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.

Exhibit 32 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37872 Priority Technol

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 7, 2024 Date of Report (Date of earliest event reported) Priority Technolo

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 7, 2024 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation)

Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: 3Q 2024 Earnings Call November 2024 prioritycommerce.com 2 Disclaimer Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains “forwa

q32024prthsupplementals Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: 3Q 2024 Earnings Call November 2024 prioritycommerce.com 2 Disclaimer Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, bu

Priority Technology Holdings, Inc. Announces Third Quarter Financial Results Strong Third Quarter Growth Driven by Performance Across Unified Commerce Platform

EXHIBIT 99.1 Priority Investor Inquiries: Chris Kettmann [email protected] (773) 497-7575 Priority Technology Holdings, Inc. Announces Third Quarter Financial Results Strong Third Quarter Growth Driven by Performance Across Unified Commerce Platform ALPHARETTA, GA - November 7, 2024 - Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), the payments and bankin

Subsidiaries of Priority Technology Holdings, Inc.

EXHIBIT 21.1 Subsidiaries of Priority Technology Holdings, Inc. Priority Technology Holdings, Inc. Priority Holdings, LLC Priority Payment Systems, LLC Priority Hospitality Technology, LLC Priority Ovvi, LLC Priority Payright Health Solutions, LLC Priority Commerce Canada, Inc. (Canada) Priority Real Estate Technology, LLC Priority Finance, LLC Priority Commercial Payments, LLC Plastiq, Powered by

Subsidiaries of Priority Technology Holdings, Inc.

EXHIBIT 21.1 Subsidiaries of Priority Technology Holdings, Inc. Priority Technology Holdings, Inc. Priority Holdings, LLC Priority Payment Systems, LLC Priority Hospitality Technology, LLC Priority Ovvi, LLC Priority Payright Health Solutions, LLC Priority Commerce Canada, Inc. (Canada) Priority Real Estate Technology, LLC Priority Finance, LLC Priority Commercial Payments, LLC Plastiq, Powered by

August 8, 2024 Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: 2Q 2024 Earnings Call Disclaimer 2 Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains “forward-looking statement

August 8, 2024 Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: 2Q 2024 Earnings Call Disclaimer 2 Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation 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 futur

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 8, 2024 Date of Report (Date of earliest event reported) Priority Technology

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 8, 2024 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37872 Priority Technology H

Priority Technology Holdings, Inc. Announces Second Quarter Financial Results Strong Second Quarter Growth Driven by Performance Across Unified Commerce Platform

EXHIBIT 99.1 Priority Investor Inquiries: Chris Kettmann [email protected] (773) 497-7575 Priority Technology Holdings, Inc. Announces Second Quarter Financial Results Strong Second Quarter Growth Driven by Performance Across Unified Commerce Platform ALPHARETTA, GA - August 8, 2024 - Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), the platform for unifie

PRTH / Priority Technology Holdings, Inc. / Priore John Vito - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Priority Technology Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74275G 107 (CUSIP Number) John V. Priore c/o Priority Technology Holdings, Inc. 2001 Westside Parkway, Suite 155 Alpharetta, GA 30

PRTH / Priority Technology Holdings, Inc. / Priore Thomas Charles - SC 13D/A Activist Investment

SC 13D/A 1 sc13dathomascpriore.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Priority Technology Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74275G 107 (CUSIP Number) Thomas C. Priore c/o Priority Technology Holdings, Inc. 2001

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 22, 2024 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (Com

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.

NAI-1539971432v8 EXHIBIT 10.1 AMERICAS 126787728 CREDIT AND GUARANTY AGREEMENT Dated May 16, 2024 among PRIORITY HOLDINGS, LLC, as a Borrower and the Borrower Representative, THE OTHER CREDIT PARTIES PARTY HERETO FROM TIME TO TIME, THE LENDERS PARTY HERETO FROM TIME TO TIME TRUIST BANK, as Administrative Agent, Collateral Agent, an Issuing Bank and Swing Line Lender TRUIST SECURITIES, INC., TD SEC

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 16, 2024 Date of Report (Date of earliest event reported) Priority Technology H

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 16, 2024 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (Com

Priority Technology Holdings, Inc. Announces First Quarter Financial Results Strong First Quarter Growth Driven by Performance Across Unified Commerce Platform

EXHIBIT 99.1 Priority Investor Inquiries: Chris Kettmann [email protected] (773) 497-7575 Priority Technology Holdings, Inc. Announces First Quarter Financial Results Strong First Quarter Growth Driven by Performance Across Unified Commerce Platform ALPHARETTA, GA - May 9, 2024 - Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), the platform fo

May 9, 2024 Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: 1Q 2024 Earnings Call Disclaimer 2 Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains “forward-looking statements”

May 9, 2024 Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: 1Q 2024 Earnings Call Disclaimer 2 Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation 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 f

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 9, 2024 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37872 Priority Technology

Financial Statements and Exhibits, Results of Operations and Financial Condition

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 25, 2024 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37872 Priority Technology Holdings

March 12, 2024 Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: 4Q 2023 Earnings Call DISCLAIMER Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains “forward-looking statements”

March 12, 2024 Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: 4Q 2023 Earnings Call DISCLAIMER Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation 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

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 12, 2024 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (C

Priority Technology Holdings, Inc. Announces Fourth Quarter and Full Year 2023 Financial Results Strong Fourth Quarter Growth Driven by Performance Across Diverse Business Segments

EXHIBIT 99.1 Priority Investor Inquiries: Chris Kettmann [email protected] (773) 497-7575 Priority Technology Holdings, Inc. Announces Fourth Quarter and Full Year 2023 Financial Results Strong Fourth Quarter Growth Driven by Performance Across Diverse Business Segments ALPHARETTA, GA - March 12, 2024 - Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Co

Subsidiaries of Priority Technology Holdings, Inc.

EXHIBIT 21.1 Subsidiaries of Priority Technology Holdings, Inc. Priority Technology Holdings, Inc. Priority Holdings, LLC Priority Payment Systems, LLC Priority Hospitality Technology, LLC Priority Ovvi, LLC Priority Payright Health Solutions, LLC Priority Commerce Canada, Inc. (Canada) Priority Real Estate Technology, LLC Priority Finance, LLC Priority Commercial Payments, LLC Plastiq, Powered by

Financial Statements and Exhibits, Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 23, 2024 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation)

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 9, 2023 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation)

Priority Technology Holdings, Inc. Announces Third Quarter 2023 Financial Results Strong Third Quarter Growth Driven by Performance Across Diverse Business Segments

EXHIBIT 99.1 Priority Investor Inquiries: Chris Kettmann [email protected] (773) 497-7575 Priority Technology Holdings, Inc. Announces Third Quarter 2023 Financial Results Strong Third Quarter Growth Driven by Performance Across Diverse Business Segments ALPHARETTA, GA - November 9, 2023 - Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), the p

Rule 10b5-1 Sales Plan, dated June 16, 2023, by and between Sean Kiewiet and J.P. Morgan Securities LLC.

1 Sales Plan Sales Plan, adopted (the “Sales Plan”, and such date the “Adoption Date”), between Sean Kiewiet (“Seller”) and J.

November 9, 2023 Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: 3Q 2023 Earnings Call DISCLAIMER Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains “forward-looking statement

November 9, 2023 Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: 3Q 2023 Earnings Call DISCLAIMER Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation 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 futur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Priority Technology Holdings, Inc. Commission file

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.

Execution Version FOURTH AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT FOURTH AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, dated as of October 2, 2023 (this “Fourth Amendment”), among PRIORITY HOLDINGS, LLC, a Delaware limited liability company (the “Initial Borrower” or the “Borrower Representative”), the other Credit Parties party hereto, the 2023-1 Incremental Term Lender (as defined below), and TRUIST BANK, as Administrative Agent and Collateral Agent under the Credit Agreement (as defined below) (in such capacity, the “Agent”).

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 2, 2023 Date of Report (Date of earliest event reported) Priority Technolog

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 2, 2023 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Priority Technology Holdings, Inc. Commission file numb

August 10, 2023 Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: Q2 2023 Earnings Call 2 DISCLAIMER Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains “forward-looking statemen

August 10, 2023 Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: Q2 2023 Earnings Call 2 DISCLAIMER Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation 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 futu

Priority Technology Holdings, Inc. Announces Second Quarter 2023 Financial Results Strong Second Quarter Growth Driven by Performance Across Diverse Business Segments

EXHIBIT 99.1 Priority Investor Inquiries: Chris Kettmann [email protected] (773) 497-7575 Priority Technology Holdings, Inc. Announces Second Quarter 2023 Financial Results Strong Second Quarter Growth Driven by Performance Across Diverse Business Segments ALPHARETTA, GA - August 10, 2023 - Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), the

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.

EXHIBIT 10.23 Execution Version 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 Pursuant to Section 151 of the General Corporation Law of the State of Delaware Priority Technology Holdings,

Subsidiaries of Priority Technology Holdings, Inc.

EXHIBIT 21.1 Subsidiaries of Priority Technology Holdings, Inc. Priority Technology Holdings, Inc. Priority Holdings, LLC Plastiq Powered by Priority, LLC Priority Commercial Payments, LLC Priority Tech Ventures, LLC Priority Build, LLC Priority Wave, LLC Priority Ambient TPA Solutions, LLC Priority Property Rev, LLC Priority Account Administration Services, Inc. Finxera Holdings, Inc. Finxera Int

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 10, 2023 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (

Priority Technology Holdings, Inc. Completes Acquisition of Plastiq, Inc. Priority’s payments and banking solutions combined with Plastiq’s bill pay and working capital platform allows companies to make money with every business expense

EXHIBIT 99.1 Priority Technology Holdings, Inc. Completes Acquisition of Plastiq, Inc. Priority’s payments and banking solutions combined with Plastiq’s bill pay and working capital platform allows companies to make money with every business expense ALPHARETTA, Ga., August 1, 2023 — Priority Technology Holdings, Inc. (NASDAQ: PRTH) (“Priority”), a leading platform for unified commerce that deliver

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 28, 2023 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (Co

Side Letter Agreement, dated July 28, 2023, by and between Plastiq, Powered by Priority, LLC and Colonnade Acquisition Corp. II.

Execution Version SIDE LETTER AGREEMENT This Side Letter Agreement (this “Agreement”) is entered into as of July 28, 2023, by and between Plastiq, Powered by Priority, LLC, a Delaware limited liability company (“Buyer”), and Colonnade Acquisition Corp.

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.

Execution Version AMENDMENT NO. 1 TO EQUITY AND ASSET PURCHASE AGREEMENT This AMENDMENT NO. 1 TO EQUITY AND ASSET PURCHASE AGREEMENT (this “Amendment No. 1”), is effective as of July 31, 2023, by and among PLASTIQ INC., PLV INC., NEARSIDE BUSINESS CORP. (collectively, “Sellers”) and PLASTIQ, POWERED BY PRIORITY, LLC (together with its permitted successors, designees and assigns, “Buyer”). Sellers

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.

EXHIBIT 10.3 Execution Version EARNOUT AGREEMENT This Earnout Agreement (this “Agreement”) is entered into as of July 31, 2023, by and among Plastiq, Powered by Priority, LLC, a Delaware limited liability company (“Buyer”), Plastiq Inc., PLV Inc., and Nearside Business Corp. (collectively, “Sellers”), Blue Torch Finance LLC, a Delaware limited liability company, in its capacity as administrative a

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 30, 2023 Date of Report (Date of earliest event reported) Priority Technology

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 30, 2023 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (Co

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.

EXHIBIT 10.1 Execution Version THIRD AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT THIRD AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, dated as of June 30, 2023 (this “Third Amendment”), among PRIORITY HOLDINGS, LLC, a Delaware limited liability company (the “Initial Borrower” or the “Borrower Representative”), the other Credit Parties party hereto, the 2023-1 Incremental Revolving Credit Lende

Term Sheet, dated May 23, 2023, by and among Priority Technology Holdings, Inc., Plastiq, Powered by Priority, LLC, and Colonnade Acquisition Corp. II.

EXHIBIT 10.3 Private & Confidential Term Sheet Priority Technology Holdings, Inc. and Colonnade Acquisition Corp. II May 23, 2023 Ladies & Gentleman: This term sheet (the “Term Sheet”) summarizes certain key terms and conditions pursuant to which Plastiq, Powered by Priority, LLC, a Delaware limited liability company (“Buyer”), an indirect subsidiary of Priority Technology Holdings, Inc. (“Priorit

Priority Technology Holdings, Inc. Has Entered into Stalking Horse Agreement with Plastiq, Inc.

EXHIBIT 99.1 Priority Technology Holdings, Inc. Has Entered into Stalking Horse Agreement with Plastiq, Inc. Plastiq’s bill pay and instant working capital access platform would enhance Priority’s B2B embedded finance solutions ALPHARETTA, Ga., May 24, 2023 — Priority Technology Holdings, Inc. (NASDAQ: PRTH) (“Priority”), a leading platform for unified commerce that delivers integrated payments an

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 24, 2023 Date of Report (Date of earliest event reported) Priority Technology H

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 24, 2023 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (Com

Equity and Asset Purchase Agreement, dated May 23, 2023, by and among Plastiq Inc., PLV Inc., Nearside Business Corp., and Plastiq, Powered by Priority, LLC.

EXHIBIT 10.1 EQUITY AND ASSET PURCHASE AGREEMENT by and among PLASTIQ INC., PLV INC. AND NEARSIDE BUSINESS CORP., AS SELLERS, and PLASTIQ, POWERED BY PRIORITY, LLC May 23, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS. 2 ARTICLE II PURCHASE AND SALE 14 Section 2.1 Purchase and Sale of Purchased Assets 14 Section 2.2 Excluded Assets 16 Section 2.3 Assumption of Assumed Liabilities 17 Section 2.

Binding Term Sheet, dated May 23, 2023, by and among Priority Technology Holdings, Inc., Plastiq, Powered by Priority, LLC, and Blue Torch Finance, LLC.

EXHIBIT 10.2 Binding Term Sheet Priority Technology Holdings, Inc. and Blue Torch Finance, LLC May 23, 2023 Ladies & Gentleman: This binding term sheet (the “Term Sheet”) summarizes certain key terms and conditions pursuant to which Plastiq, Powered by Priority, LLC, a Delaware limited liability company, as may be replaced solely in accordance with the terms of the Asset Purchase Agreement (as def

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 24, 2023 Date of Report (Date of earliest event reported) Priority Technology H

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 24, 2023 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (Com

May 11, 2023 Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: Q1 2023 Earnings Call Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains “forward-looking statements” within the m

q123supplementalslidesvf May 11, 2023 Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: Q1 2023 Earnings Call Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation 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 a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Priority Technology Holdings, Inc. Commission file num

Priority Technology Holdings, Inc. Recoupment Policy adopted March 1, 2023

EXHIBIT 10.25 PRIORITY TECHNOLOGY HOLDINGS, INC. RECOUPMENT POLICY 1.Effective Date. This policy shall take effect on March 1, 2023. 2.Definitions. Unless the context otherwise requires, all terms used in this section have the same meaning as in the Exchange Act and the rules and regulations thereunder. In addition, unless the context otherwise requires, the following definitions apply for purpose

Priority Technology Holdings, Inc. Announces First Quarter 2023 Financial Results Strong First Quarter Growth Driven by Performance Across Diverse Business Segments

Exhibit 99.1 Priority Investor Inquiries: Chris Kettmann [email protected] (773) 497-7575 Priority Technology Holdings, Inc. Announces First Quarter 2023 Financial Results Strong First Quarter Growth Driven by Performance Across Diverse Business Segments ALPHARETTA, GA - May 11, 2023 - Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), the platf

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 11, 2023 Date of Report (Date of earliest event reported) Priority Technology H

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 11, 2023 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.

Subsidiaries of Priority Technology Holdings, Inc.

Exhibit 21.1 Subsidiaries of Priority Technology Holdings, Inc. Priority Technology Holdings, Inc. Priority Holdings, LLC Priority Commercial Payments, LLC Priority Integrated Partner Holdings, LLC Priority Hospitality Technology, LLC Priority Payright Health Solutions, LLC Priority Real Estate Technology, LLC Priority Payment Systems, LLC Priority Finance, LLC Priority Newco, LLC Priority Tech Ve

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 23, 2023 Date of Report (Date of earliest event reported) Priority Technology

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 23, 2023 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (C

Priority Technology Holdings, Inc. Announces Fourth Quarter 2022 and Full Year Financial Results Fourth Quarter Revenue and Adjusted Gross Profit (a Non-GAAP measure1) Growth Driven by Strong Performance Across all Business Segments

Exhibit 99.1 Priority Investor Inquiries: Chris Kettmann [email protected] (773) 497-7575 Priority Technology Holdings, Inc. Announces Fourth Quarter 2022 and Full Year Financial Results Fourth Quarter Revenue and Adjusted Gross Profit (a Non-GAAP measure1) Growth Driven by Strong Performance Across all Business Segments ALPHARETTA, GA - March 23, 2023 - Priority Technology Ho

Description of Securities

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary description of the Common Stock, par value $0.001 per share (the “Common Stock”), of Priority Technology Holdings, Inc. (“Priority”), which is the only security of Priority registered pursuant to Section 12 of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37872 Priority Technology Holdings

Executive Employment Agreement between Priority Technology Holdings, Inc. and Tim O'Leary, dated September 19, 2022.

Execution Version Exhibit 10.8 EXECUTIVE EMPLOYMENT AGREEMENT AMONG PRIORITY TECHNOLOGY HOLDINGS, INC. AND Timothy O’Leary September 19, 2022 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) by and among Priority Technology Holdings, Inc., a Delaware corporation with its principal place of business located at 2001 Westside Parkway, Suite 155, Alpharetta, Georgia

March 23, 2023 Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: Q4 2022 Earnings Call Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains “forward-looking statements” within the

q422supplementalslidesvf March 23, 2023 Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: Q4 2022 Earnings Call Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation 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

Executive Employment Agreement of Bradley Miller dated April 15, 2022

Execution Version Exhibit 10.7 EXECUTIVE EMPLOYMENT AGREEMENT AMONG PRIORITY TECHNOLOGY HOLDINGS, INC. AND Bradley J. Miller April 15, 2022 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) by and among Priority Technology Holdings, Inc., a Delaware corporation with its principal place of business located at 2001 Westside Parkway, Suite 155, Alpharetta, Georgia 3

Filing Fee Table

EX-FILING FEES 2 prth-formsx8xex107filingfe.htm EX-FILING FEES EXHIBIT 107 CALCULATION OF FILING FEE TABLES FORM S-8 (Form Type) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offe

Filing Fee Table

EXHIBIT 107 CALCULATION OF FILING FEE TABLES FORM S-8 (Form Type) Priority Technology Holdings, Inc.

As filed with the Securities and Exchange Commission on December 20, 2022

As filed with the Securities and Exchange Commission on December 20, 2022 Registration No.

As filed with the Securities and Exchange Commission on December 20, 2022

As filed with the Securities and Exchange Commission on December 20, 2022 Registration No.

Troutman Pepper Hamilton Sanders LLP 600 Peachtree Street NE, Suite 3000 Atlanta, GA 30308-2216 troutman.com November 29, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F

Troutman Pepper Hamilton Sanders LLP 600 Peachtree Street NE, Suite 3000 Atlanta, GA 30308-2216 troutman.

Troutman Pepper Hamilton Sanders LLP 600 Peachtree Street NE, Suite 3000 Atlanta, GA 30308-2216 troutman.com November 10, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F

Troutman Pepper Hamilton Sanders LLP 600 Peachtree Street NE, Suite 3000 Atlanta, GA 30308-2216 troutman.

Priority (Nasdaq: PRTH) S u p p l e m e n t a l S l i d e s : T h i r d Q u a r t e r 2 0 2 2 E a r n i n g s C a l l November 10, 2022 P R IO R IT Y T E C H N O L O G Y H O L D IN G S P R IO R IT Y T E C H N O L O G Y H O L D IN G S DISCLAIMER 2 Imp

Priority (Nasdaq: PRTH) S u p p l e m e n t a l S l i d e s : T h i r d Q u a r t e r 2 0 2 2 E a r n i n g s C a l l November 10, 2022 P R IO R IT Y T E C H N O L O G Y H O L D IN G S P R IO R IT Y T E C H N O L O G Y H O L D IN G S DISCLAIMER 2 Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Priority Technology Holdings, Inc. Commission file

Priority Technology Holdings, Inc. Appoints Marc Crisafulli to Board of Directors

Exhibit 99.1 Priority Investor Inquiries: Chris Kettmann [email protected] (773) 497-7575 Priority Technology Holdings, Inc. Appoints Marc Crisafulli to Board of Directors ALPHARETTA, GA - November 10, 2022 - Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), the platform for unified commerce that delivers integrated payments and banking at scale,

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 10, 2022 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation)

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 10, 2022 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation)

Executive Employment Agreement between Priority Technology Holdings, Inc. and Tim O'Leary, dated September 19, 2022

Execution Version EXECUTIVE EMPLOYMENT AGREEMENT AMONG PRIORITY TECHNOLOGY HOLDINGS, INC.

Priority Technology Holdings, Inc. Announces Third Quarter 2022 Financial Results Strong Third Quarter Revenue and Gross Profit (Non-GAAP) Growth Across all Business Segments

Exhibit 99.1 Priority Investor Inquiries: Chris Kettmann [email protected] (773) 497-7575 Priority Technology Holdings, Inc. Announces Third Quarter 2022 Financial Results Strong Third Quarter Revenue and Gross Profit (Non-GAAP) Growth Across all Business Segments ALPHARETTA, GA - November 10, 2022 - Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 7, 2022 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation)

Priority Technology Holdings, Inc. Announces Appointment of Chief Financial Officer

Priority Investor and Media Inquiries: Chris Kettmann ckettmann@lincolnchurchilladvisors.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 9, 2022 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (C

Form Restricted Stock Unit Award Agreement.

EXHIBIT 10.23 PRIORITY TECHNOLOGY HOLDINGS, INC. 2018 EQUITY INCENTIVE PLAN Restricted Stock Unit Award Agreement This Restricted Stock Unit Award Agreement (this ?Agreement?) is made and entered into as of , 20 (the ?Grant Date?), by and between Priority Technology Holdings, Inc., a Delaware corporation (the ?Company?), and (the ?Participant?). Capitalized terms not otherwise defined herein shall

Priority (Nasdaq: PRTH) S u p p l e m e n t a l S l i d e s : S e c o n d Q u a r t e r 2 0 2 2 E a r n i n g s C a l l August 9, 2022 P R IO R IT Y T E C H N O L O G Y H O L D IN G S P R IO R IT Y T E C H N O L O G Y H O L D IN G S DISCLAIMER Import

Priority (Nasdaq: PRTH) S u p p l e m e n t a l S l i d e s : S e c o n d Q u a r t e r 2 0 2 2 E a r n i n g s C a l l August 9, 2022 P R IO R IT Y T E C H N O L O G Y H O L D IN G S P R IO R IT Y T E C H N O L O G Y H O L D IN G S DISCLAIMER Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995.

Priority Technology Holdings, Inc. Announces Second Quarter 2022 Financial Results Strong Second Quarter Revenue Growth Across all Business Segments

Exhibit 99.1 Priority Investor Inquiries: Chris Kettmann [email protected] (773) 497-7575 Priority Technology Holdings, Inc. Announces Second Quarter 2022 Financial Results Strong Second Quarter Revenue Growth Across all Business Segments ALPHARETTA, GA - August 9, 2022 - Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), a leading payments techno

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Priority Technology Holdings, Inc. Commission file numb

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 27, 2022 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (Com

Priority Technology Holdings, Inc. Announces Retirement of Chief Financial Officer

Priority Investor and Media Inquiries: Chris Kettmann ckettmann@lincolnchurchilladvisors.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 13, 2022 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (Com

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 11, 2022 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (Com

Priority (Nasdaq: PRTH) S u p p l e m e n t a l S l i d e s : F i r s t Q u a r t e r 2 0 2 2 E a r n i n g s C a l l May 11, 2022 P R IO R IT Y T E C H N O L O G Y H O L D IN G S P R IO R IT Y T E C H N O L O G Y H O L D IN G S DISCLAIMER Important

Priority (Nasdaq: PRTH) S u p p l e m e n t a l S l i d e s : F i r s t Q u a r t e r 2 0 2 2 E a r n i n g s C a l l May 11, 2022 P R IO R IT Y T E C H N O L O G Y H O L D IN G S P R IO R IT Y T E C H N O L O G Y H O L D IN G S DISCLAIMER Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Priority Technology Holdings, Inc. Commission file num

Priority Technology Holdings, Inc. Announces First Quarter Financial Results Strong First Quarter Revenue Growth Across all Business Segments

Exhibit 99.1 Priority Investor Inquiries: Chris Kettmann [email protected] (773) 497-7575 Priority Technology Holdings, Inc. Announces First Quarter Financial Results Strong First Quarter Revenue Growth Across all Business Segments ALPHARETTA, GA - May 11, 2022 - Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), a leading payments technology comp

Form Restricted Stock Unit Award Agreement

EXHIBIT 10.23 PRIORITY TECHNOLOGY HOLDINGS, INC. 2018 EQUITY INCENTIVE PLAN Restricted Stock Unit Award Agreement This Restricted Stock Unit Award Agreement (this ?Agreement?) is made and entered into as of , 20 (the ?Grant Date?), by and between Priority Technology Holdings, Inc., a Delaware corporation (the ?Company?), and (the ?Participant?). Capitalized terms not otherwise defined herein shall

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party oth

DEFR14A 1 amendeddefinitiveproxystat.htm DEFR14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appro

DEF 14A 1 definitiveproxystatement20.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitte

Appendix 2

AMENDMENT NO. 1 TO THE PRIORITY TECHNOLOGY HOLDINGS, INC. 2018 EQUITY INCENTIVE PLAN THIS AMENDMENT NO. 1 (this ?Amendment No. 1?) to the Priority Technology Holdings, Inc. 2018 Equity Incentive Plan is made as of the 17th day of March, 2022, by Priority Technology Holdings, Inc., (the ?Company?), to be effective as set forth herein. WHEREAS, the Company previously established the Priority Technol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appro

PRE 14A 1 proxystatement2022.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rul

As filed with the Securities and Exchange Commission on April 1, 2022

As filed with the Securities and Exchange Commission on April 1, 2022 Registration No.

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-8 (Form Type) Priority Technology Holdings, Inc.

Appendix 2

AMENDMENT NO. 1 TO THE PRIORITY TECHNOLOGY HOLDINGS, INC. 2018 EQUITY INCENTIVE PLAN THIS AMENDMENT NO. 1 (this ?Amendment No. 1?) to the Priority Technology Holdings, Inc. 2018 Equity Incentive Plan is made as of the day of , 2022, by Priority Technology Holdings, Inc., (the ?Company?), to be effective as set forth herein. WHEREAS, the Company previously established the Priority Technology Holdin

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary description of the Common Stock, par value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37872 Priority Technology Holdings

Amendment No. 1 to Priority Technology Holdings, Inc. 2021 Employee Stock Purchase Plan

AMENDMENT NO. 1 TO THE PRIORITY TECHNOLOGY HOLDINGS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN THIS AMENDMENT NO. 1 to the Priority Technology Holdings, Inc. 2021 Employee Stock Purchase Plan is made as of the 17th day of March, 2022, by Priority Technology Holdings, Inc., (the ?Company?), to be effective as set forth herein. WHEREAS, the Company previously established the Priority Technology Holding

Subsidiaries of Priority Technology Holdings, Inc.

Exhibit 21.1 Subsidiaries of Priority Technology Holdings, Inc. Priority Technology Holdings, Inc. Priority Holdings, LLC Priority Commercial Payments, LLC Pipeline Cynergy Holdings, LLC Priority Payment Systems Holdings, LLC Priority Finance, LLC Priority Newco, LLC Priority Payment Systems, LLC Priority Integrated Partner Holdings, LLC Priority Hospitality Technology, LLC Priority Payright Healt

Priority Technology Holdings, Inc. Announces Fourth Quarter and Full Year 2021 Financial Results Strong Fourth Quarter Financial Performance with Diversified Growth

EXHIBIT 99.1 Priority Investor Inquiries: Chris Kettmann [email protected] (773) 497-7575 Priority Technology Holdings, Inc. Announces Fourth Quarter and Full Year 2021 Financial Results Strong Fourth Quarter Financial Performance with Diversified Growth ALPHARETTA, GA - March 16, 2022 - Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), a leading

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 16, 2022 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (C

Priority (Nasdaq: PRTH) S u p p l e m e n t a l S l i d e s : F o u r t h Q u a r t e r 2 0 2 1 E a r n i n g s C a l l March 17, 2022 P R IO R IT Y T E C H N O L O G Y H O L D IN G S P R IO R IT Y T E C H N O L O G Y H O L D IN G S DISCLAIMER Import

Priority (Nasdaq: PRTH) S u p p l e m e n t a l S l i d e s : F o u r t h Q u a r t e r 2 0 2 1 E a r n i n g s C a l l March 17, 2022 P R IO R IT Y T E C H N O L O G Y H O L D IN G S P R IO R IT Y T E C H N O L O G Y H O L D IN G S DISCLAIMER Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995.

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned ackn

PRTH / Priority Technology Holdings Inc / STONE POINT CAPITAL LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PRIORITY TECHNOLOGY HOLDINGS, INC. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 74275G107 (CUSIP Number) September 30, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p

Finxera Holdings, Inc. Unaudited Condensed Consolidated Financial Statements June 30, 2021 and June 30, 2020 Finxera Holdings, Inc. Unaudited Condensed Consolidated Balance Sheets June 30, 2021 December 31, 2020 ASSETS Current Assets Cash and cash eq

Finxera Holdings, Inc. Unaudited Condensed Consolidated Financial Statements June 30, 2021 and June 30, 2020 Finxera Holdings, Inc. Unaudited Condensed Consolidated Balance Sheets June 30, 2021 December 31, 2020 ASSETS Current Assets Cash and cash equivalents $ 20,104,708 $ 13,071,816 Restricted cash 2,512,583 2,574,786 Client cash deposit balances 479,025,698 478,869,127 Subscriber cash deposit b

Board of Directors Finxera Holdings, Inc. San Jose, California INDEPENDENT AUDITORS’ REPORT Report on the Financial Statements We have audited the accompanying consolidated financial statements of Finxera Holdings, Inc., a Delaware Corporation, which

Board of Directors Finxera Holdings, Inc. San Jose, California INDEPENDENT AUDITORS? REPORT Report on the Financial Statements We have audited the accompanying consolidated financial statements of Finxera Holdings, Inc., a Delaware Corporation, which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the related consolidated statements of income, stockholders? equity (d

Financial Statements and Exhibits, Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 2, 2021 (September 17, 2021) Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdicti

Unaudited Pro Forma Condensed Combined Financial Information

Exhibit 99.3 Unaudited Pro Forma Condensed Combined Financial Information On March 5, 2021, Priority Technology Holdings, Inc. (the "Company," "we" or "PRTH") entered into an agreement to acquire (the "acquisition") the outstanding shares of Finxera Holdings, Inc. ("Finxera") through its wholly owned subsidiary Prime Warrior Acquisition Corp (the "merger sub"). Upon the closing of the acquisition

Priority (Nasdaq: PRTH) Bui l t for the Future of Payments November 2021 P R IO R IT Y T E C H N O L O G Y H O L D IN G S EXHIBIT 99.3 P R IO R IT Y T E C H N O L O G Y H O L D IN G S DISCLAIMER Important Notice Regarding Forward-Looking Statements a

Priority (Nasdaq: PRTH) Bui l t for the Future of Payments November 2021 P R IO R IT Y T E C H N O L O G Y H O L D IN G S EXHIBIT 99.

Priority Technology Holdings, Inc. Supplemental Slides for the Third Quarter 2021 Earnings Call November 15, 2021 EXHIBIT 99.2 Forward-Looking Statement 1 Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation c

Priority Technology Holdings, Inc. Supplemental Slides for the Third Quarter 2021 Earnings Call November 15, 2021 EXHIBIT 99.2 Forward-Looking Statement 1 Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 15, 2021 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation)

Priority Technology Holdings, Inc. Announces Third Quarter 2021 Financial Results Strong Third Quarter Financial Performance Completion of Finxera Acquisition Creates Premier Payment Solutions that Collect, Store and Send Money

Priority Investor and Media Inquiries: Chris Kettmann ckettmann@lincolnchurchilladvisors.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Priority Technology Holdings, Inc. Commission file

Priority (Nasdaq: PRTH) Built for the Future of Payments October 2021 P R IO R IT Y T E C H N O L O G Y H O L D IN G S P R IO R IT Y T E C H N O L O G Y H O L D IN G S DISCLAIMER Important Notice Regarding Forward-Looking Statements and Non-GAAP Meas

Priority (Nasdaq: PRTH) Built for the Future of Payments October 2021 P R IO R IT Y T E C H N O L O G Y H O L D IN G S P R IO R IT Y T E C H N O L O G Y H O L D IN G S DISCLAIMER Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995.

Regulation FD Disclosure, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 28, 2021 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 27, 2021 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 17, 2021 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation

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

EXHIBIT 10.1 SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, dated as of September 17, 2021 (this ?Second Amendment?), among PRIORITY HOLDINGS, LLC, a Delaware limited liability company (the ?Initial Borrower? or the ?Borrower Representative?), the Guarantors party hereto, each Additional Delayed Draw Lender (as defined below) party here

September 17, 2021 Priority Technology Holdings, Inc. Completes Acquisition of Finxera to Create the Premier Payments and Banking as a Service Platform Combined Pro Forma 2021 Revenue of $547 to $570 Million and Combined Pro Forma Adjusted EBITDA of

September 17, 2021 Priority Technology Holdings, Inc. Completes Acquisition of Finxera to Create the Premier Payments and Banking as a Service Platform Combined Pro Forma 2021 Revenue of $547 to $570 Million and Combined Pro Forma Adjusted EBITDA of $131 to $136 Million Before Synergies ALPHARETTA, Ga., Sept. 17, 2021 /PRNewswire/ - Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority"), a

BMO 2021 Technology Summit August 24, 2021 P R IO R IT Y T E C H N O L O G Y H O L D IN G S P R IO R IT Y T E C H N O L O G Y H O L D IN G S DISCLAIMER Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation cont

BMO 2021 Technology Summit August 24, 2021 P R IO R IT Y T E C H N O L O G Y H O L D IN G S P R IO R IT Y T E C H N O L O G Y H O L D IN G S DISCLAIMER Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995.

Regulation FD Disclosure, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 24, 2021 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (

Priority Technology Holdings, Inc. 2021 Employee Stock Purchase Plan

Priority Technology Holdings, Inc. 2021 Employee Stock Purchase Plan TABLE OF CONTENTS Page Article I Purpose 1 Article II Definitions 1 (a) ?Acquisition Date" 1 (b) ?Administrator? 1 (c) ?Affiliate? 1 (d) ?Board" 1 (e) ?Change in Control? 1 (f) ?Change in Control Date? 2 (g) ?Code? 2 (h) ?Common Stock? 2 (i) ?Company" 2 (j) ?Compensation? 2 (k) ?Contribution? 2 (l) ?Effective Date? 2 (m) ?Employe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Priority Technology Holdings, Inc. Commission file numb

Certificate of Amendment to the Certificate of Incorporation of Priority Technology Holdings, Inc.

EX 3.3 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF PRIORITY TECHNOLOGY HOLDINGS, INC. Priority Technology Holdings, Inc., a corporation organized and existing under the laws of the Delaware (the ?Company?), in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the ?Code?), the certificate of incorporation and bylaws of the Com

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 9, 2021 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (C

Priority Technology Holdings, Inc. Announces Second Quarter 2021 Financial Results

Priority Technology Holdings, Inc. Announces Second Quarter 2021 Financial Results Strong Second Quarter Financial Performance and Increased Full Year Guidance Capital Refinancing Strengthened the Balance Sheet, Increased Liquidity and Reduced Leverage Pending Acquisition of Finxera Expected to Close in Third Quarter 2021 ALPHARETTA, Ga., Aug. 9, 2021 /PRNewswire/ - Priority Technology Holdings, I

Priority Technology Holdings, Inc. Supplemental Slides for the Second Quarter 2021 Earnings Call August 9, 2021 Forward-Looking Statements 1 The press release and this presentation contain “forward-looking statements” within the meaning of the Privat

Priority Technology Holdings, Inc. Supplemental Slides for the Second Quarter 2021 Earnings Call August 9, 2021 Forward-Looking Statements 1 The press release and this presentation contain ?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,

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 9, 2021 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37872 Priority Technology

Priority Technology Holdings, Inc. Announces First Quarter 2021 Financial Results Strong First Quarter Performance with Ongoing Growth and Further Deleveraging Pending Acquisition of Finxera Positions Significant Business Expansion Capital Refinancin

EXHIBIT 99.1 Investor and Media Inquiries: Dave Faupel [email protected] Priority Technology Holdings, Inc. Announces First Quarter 2021 Financial Results Strong First Quarter Performance with Ongoing Growth and Further Deleveraging Pending Acquisition of Finxera Positions Significant Business Expansion Capital Refinancing Strengthens the Balance Sheet and Liquidity ALPHARETTA, GA ? May 12, 202

Priority Technology Holdings, Inc. Supplemental Slides for the First Quarter 2021 Earnings Call May 13, 2021 EXHIBIT 99.2 Forward-Looking Statements This press release contains “forward-looking statements” within the meaning of the Private Securities

Priority Technology Holdings, Inc. Supplemental Slides for the First Quarter 2021 Earnings Call May 13, 2021 EXHIBIT 99.2 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, o

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 12, 2021 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (Com

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 27, 2021 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (C

Certificate of Designations of Senior Preferred Stock

EX-3.1 2 exhibit31-priorityxcertifi.htm EX-3.1 PRIORITY TECHNOLOGY HOLDINGS, INC. 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 Pursuant to Section 151 of the General Corporation Law of the State of Delaware Priority Technology Holdings, Inc.,

Credit Agreement, dated as of April 27, 2021, among the Loan Parties named therein and Truist Bank

EXECUTION VERSION CREDIT AND GUARANTY AGREEMENT Dated April 27, 2021 among PRIORITY HOLDINGS, LLC, as a Borrower and the Borrower Representative, THE OTHER CREDIT PARTIES PARTY HERETO FROM TIME TO TIME, THE LENDERS PARTY HERETO FROM TIME TO TIME TRUIST BANK, as Administrative Agent, Collateral Agent, an Issuing Bank and Swing Line Lender TRUIST SECURITIES, INC.

Securities Purchase Agreement, dated as of April 27, 2021, among the Company and the Investors named therein

EXECUTION VERSION PRIORITY TECHNOLOGY HOLDINGS, INC. PURCHASE AGREEMENT This Purchase Agreement (this ?Agreement?) is made as of April 27, 2021, by and among Priority Technology Holdings, Inc., a Delaware corporation (the ?Corporation?), and the entities set forth on Schedule I (the ?Investors?). WHEREAS, the Corporation proposes to issue and sell to the Investors, and the Investors propose to pur

Registration Rights Agreement, dated as of April 27, 2021, among the Company and the Investors, named therein

REGISTRATION RIGHTS AGREEMENT by and among Priority Technology Holdings, Inc. and the other parties hereto Dated as of April 27, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Certain Definitions 1 Section 1.2 Other Definitional Provisions; Interpretation. 4 ARTICLE II REGISTRATION RIGHTS 4 Section 2.1 [Reserved] 4 Section 2.2 Right to Piggyback on a Non-Shelf Registered Offering

Form of Warrant

WARRANT CERTIFICATE THESE WARRANTS AND ANY SHARES ACQUIRED UPON THE EXERCISE HEREOF WERE ISSUED IN A TRANSACTION THAT WAS NOT REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS.

Priority Technology Holdings, Inc. 2021 Employee Stock Purchase Plan TABLE OF CONTENTS Page -i- ARTICLE I PURPOSE ........................................................................................................................................

Priority Technology Holdings, Inc. 2021 Employee Stock Purchase Plan TABLE OF CONTENTS Page -i- ARTICLE I PURPOSE .......................................................................................................................................................... 1 ARTICLE II DEFINITIONS ..........................................................................................................

Certificate of Amendment to the Certificate of Incorporation of Priority Technology Holdings dated April 16, 2021, filed April 29, 2021

ANNEX 1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF PRIORITY TECHNOLOGY HOLDINGS, INC.

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant X Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) X Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

Annex 1

ANNEX 1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF PRIORITY TECHNOLOGY HOLDINGS, INC.

Appendix 1

APPENDIX 1 Priority Technology Holdings, Inc. 2021 Employee Stock Purchase Plan Table of Contents Page Article I Purpose 1 Article II Definitions 1 (a) ?Acquisition Date" 1 (b) ?Administrator? 1 (c) ?Affiliate? 1 (d) ?Board" 1 (e) ?Change in Control? 1 (f) ?Change in Control Date? 2 (g) ?Code? 2 (h) ?Common Stock? 2 (i) ?Company" 2 (j) ?Compensation? 2 (k) ?Contribution? 2 (l) ?Effective Date? 2 (

- PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant X Filed by a Party other than the Registrant ? Check the appropriate box: X Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

Subsidiaries of Priority Technology Holdings, Inc.:

EXHIBIT 21.1 Subsidiaries of Priority Technology Holdings, Inc.: Priority Technology Holdings, Inc. Priority Holdings, LLC Priority Payment Systems Holdings, LLC Priority Newco, LLC Pipeline Cynergy Holdings, LLC Pipeline Cynergy, Inc. Cynergy Data, LLC Cynergy Holdings, LLC Cynergy Prosperity Plus, LLC Priority Payment Systems, LLC Fincor Systems, LLC Priority Payment Express Systems, LLC Priorit

Preferred Stock Commitment Letter, dated as of March 5, 2021, among the Company and certain affiliates of Ares Capital Management LLC

EXHIBIT 10.17 ARES CAPITAL MANAGEMENT LLC 245 Park Avenue New York, New York 10167 ARES ALTERNATIVE CREDIT MANAGEMENT LLC 2000 Avenue of the Stars, 12th Floor Los Angeles, California 90067 CONFIDENTIAL March 5, 2021 Priority Technology Holdings, Inc. 2001 Westside Parkway, Suite 155 Alpharetta, Georgia 30004 Attention: Thomas Priore Project Warrior Preferred Stock Commitment Letter Ladies and Gent

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37872 Priority Technology Holdings

Agreement and Plan of Merger by and among the Company, Finxera Holdings, Inc., Prime Warrior Acquisition Corp., and Stone Point Capital LLC.

EXHIBIT 2.2 Agreement and Plan of Merger BY AND AMONG Finxera HOLDINGS, inc., PRIORITY TECHNOLOGY HOLDINGS, INC., PRIME WARRIOR ACQUISITION CORP., AND, SOLELY IN ITS CAPACITY AS THE EQUITYHOLDER REPRESENTATIVE, STONE POINT CAPITAL LLC DATED AS OF MARCH 5, 2021 DOC ID - 32901658.22 . TABLE OF CONTENTS Page Article 1 CERTAIN DEFINITIONS 1 Section 1.1 Certain Definitions 1 Section 1.2 Interpretation

Description of Securities

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary description of the Common Stock, par value $0.001 per share (the ?Common Stock?), of Priority Technology Holdings, Inc. (?Priority?), which is the only security of Priority registered pursuant to Section 12 of the Securities Exchange Act of 1934

Debt Commitment Letter, dated as of March 5, 2021, between Priority Holdings, LLC and Truist Securities, Inc.

EXHIBIT 10.16 TRUIST BANK TRUIST SECURITIES, INC. 3333 Peachtree Road Atlanta, Georgia 30326 CONFIDENTIAL March 5, 2021 Priority Holdings, LLC 2001 Westside Parkway, Suite 155 Alpharetta, Georgia 30004 Attention: Thomas Priore Project Warrior Commitment Letter Ladies and Gentlemen: You have advised each of Truist Bank (?Truist Bank?) and Truist Securities, Inc. (?Truist Securities? and, together w

Support Agreement, dated as of March 5, 2021, by and among the Stockholders and Finxera

EXHIBIT 10.15 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT, dated as of March 5, 2021, is made by and among Finxera Holdings, Inc., a Delaware corporation (the ?Company?), and each of the undersigned (each, a ?Stockholder? and collectively, the ?Stockholders?). Reference is hereby made to the Agreement and Plan of Merger, dated as of March 5, 2021 (the ?Merger Agreement?) by and among the Company, Pri

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 16, 2021 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (C

Priority Technology Holdings, Inc. Supplemental Slides for the Fourth Quarter 2020 Earnings Call March 17, 2021 Forward-Looking Statements This press release contains “forward-looking statements” within the meaning of the Private Securities Litigatio

Priority Technology Holdings, Inc. Supplemental Slides for the Fourth Quarter 2020 Earnings Call March 17, 2021 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,

EXHIBIT 99.1 Investor and Media Inquiries: Dave Faupel [email protected] Priority Technology Holdings, Inc. Announces Fourth Quarter and Full Year 2020 Financial Results Strong Fourth Quarter Financial Performance with Continued Growth and Further

EXHIBIT 99.1 Investor and Media Inquiries: Dave Faupel [email protected] Priority Technology Holdings, Inc. Announces Fourth Quarter and Full Year 2020 Financial Results Strong Fourth Quarter Financial Performance with Continued Growth and Further Deleveraging ALPHARETTA, GA - March 16, 2021 - Priority Technology Holdings, Inc. (NASDAQ: PRTH) (?Priority? or the ?Company?), a leading provider of

Roth Conference March 15, 2021 P R IO R IT Y T E C H N O L O G Y H O L D IN G S P R IO R IT Y T E C H N O L O G Y H O L D IN G S Disclaimer 2 Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains “forw

Roth Conference March 15, 2021 P R IO R IT Y T E C H N O L O G Y H O L D IN G S P R IO R IT Y T E C H N O L O G Y H O L D IN G S Disclaimer 2 Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995.

Regulation FD Disclosure, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 10, 2021 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (C

Investor and Media Inquiries: Dave Faupel [email protected] Priority Technology Holdings, Inc. to Participate in the 33rd Annual Roth Conference on March 15, 2021 In Advance of the Scheduled Release of Financial Results on March 16, 2021, Unaudite

Investor and Media Inquiries: Dave Faupel [email protected] Priority Technology Holdings, Inc. to Participate in the 33rd Annual Roth Conference on March 15, 2021 In Advance of the Scheduled Release of Financial Results on March 16, 2021, Unaudited 2020 Financial Results and 2021 Financial Guidance are Being Disclosed ALPHARETTA, GA - March 10, 2021 - Priority Technology Holdings, Inc. (NASDAQ:

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 5, 2021 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (Co

Agreement and Plan of Merger, dated as of March 5, 2021, by and among the Company, Finxera, Merger Sub, and the Equityholder Representative.

EXECUTION VERSION CONFIDENTIAL Agreement and Plan of Merger BY AND AMONG Finxera HOLDINGS, inc.

Priority Technology Holdings, Inc. to Acquire Finxera to Create the Premier Payments and Banking as a Service Platform Deal is Immediately Accretive with Pro Forma 2021 Revenue of approximately $540 million and Adjusted EBITDA of approximately $130 m

Priority Investor and Media Inquiries: Dave Faupel [email protected] Priority Technology Holdings, Inc. to Acquire Finxera to Create the Premier Payments and Banking as a Service Platform Deal is Immediately Accretive with Pro Forma 2021 Revenue of approximately $540 million and Adjusted EBITDA of approximately $130 million $300 million of Equity Investments from a combination of funds managed

Preferred Stock Commitment Letter, dated as of March 5, 2021, among the Company and certain affiliates of Ares Capital Management LLC.

Execution Version ARES CAPITAL MANAGEMENT LLC 245 Park Avenue New York, New York 10167 ARES ALTERNATIVE CREDIT MANAGEMENT LLC 2000 Avenue of the Stars, 12th Floor Los Angeles, California 90067 CONFIDENTIAL March 5, 2021 Priority Technology Holdings, Inc.

Debt Commitment Letter, dated as of March 5, 2021, between Priority Holdings, LLC and Truist Securities, Inc.

TRUIST BANK TRUIST SECURITIES, INC. 3333 Peachtree Road Atlanta, Georgia 30326 CONFIDENTIAL March 5, 2021 Priority Holdings, LLC 2001 Westside Parkway, Suite 155 Alpharetta, Georgia 30004 Attention: Thomas Priore Project Warrior Commitment Letter Ladies and Gentlemen: You have advised each of Truist Bank (?Truist Bank?) and Truist Securities, Inc. (?Truist Securities? and, together with Truist, an

mc PRTH Acquisition of Finxera Leading the Convergence of Payments and Banking March 2021 Disclaimer 2 Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains “forward-looking statements” within the mean

mc PRTH Acquisition of Finxera Leading the Convergence of Payments and Banking March 2021 Disclaimer 2 Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995.

Support Agreement, dated as of March 5, 2021, by and among the Shareholders'

EXECUTION VERSION SUPPORT AGREEMENT THIS SUPPORT AGREEMENT, dated as of March 5, 2021, is made by and among Finxera Holdings, Inc.

A.G.P. Technology Conference February 4, 2021 P R IO R IT Y T E C H N O L O G Y H O L D IN G S P R IO R IT Y T E C H N O L O G Y H O L D IN G S 88.0% 78.9% 77.7% 10.8% 10.2% 10.0% 1.1% 10.9% 12.3%$107 $119 $126 Consumer Commercial Integrated Priority

agptechnologyconferencef A.G.P. Technology Conference February 4, 2021 P R IO R IT Y T E C H N O L O G Y H O L D IN G S P R IO R IT Y T E C H N O L O G Y H O L D IN G S 88.0% 78.9% 77.7% 10.8% 10.2% 10.0% 1.1% 10.9% 12.3%$107 $119 $126 Consumer Commercial Integrated Priority is a leading provider of merchant acquiring and commercial payment solutions. The Company leverages a proprietary payment in

Regulation FD Disclosure - 8-K

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 3, 2021 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation)

Priority Technology Holdings, Inc. to Participate in A.G.P. Emerging Growth Technology Conference

*For Immediate Release* Investor and Media Inquiries: Dave Faupel [email protected] Priority Technology Holdings, Inc. to Participate in A.G.P. Emerging Growth Technology Conference ALPHARETTA, Ga. - (February 3, 2021) - Priority Technology Holdings, Inc. (NASDAQ: PRTH) (“Priority”) today announced that is participating in the A.G.P. Emerging Growth Technology Conference on Thursday, February 4

Priority Technology Holdings, Inc. Elects Two New Directors

*For Immediate Release* Investor and Media Inquiries: Dave Faupel [email protected] Priority Technology Holdings, Inc. Elects Two New Directors ALPHARETTA, Ga.?(December 10, 2020) - Priority Technology Holdings, Inc. (NASDAQ: PRTH) (?Priority?), a leading provider of merchant acquiring, integrated payment software and commercial payment solutions today announced Stephen W. Hipp and Marietta C.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 10, 2020 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation)

Priority Technology Holdings, Inc. Announces Third Quarter 2020 Financial Results Strong Financial Performance and Continued Growth

EXHIBIT 99.1 Investor and Media Inquiries: Chris Kettmann 773-497-7575 [email protected] Priority Technology Holdings, Inc. Announces Third Quarter 2020 Financial Results Strong Financial Performance and Continued Growth ALPHARETTA, GA - November 12, 2020 - Priority Technology Holdings, Inc. (NASDAQ: PRTH) (“Priority” or the “Company”), a leading provider of merchant acquiring

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 12, 2020 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation)

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37872 Priority Technol

Priority Investor and Media Inquiries: MRI Software Media Inquiries: Chris Kettman Rachel Antman 773-497-7575 212-362-5837 [email protected] [email protected]

Exhibit 99.1 Priority Investor and Media Inquiries: MRI Software Media Inquiries: Chris Kettman Rachel Antman 773-497-7575 212-362-5837 [email protected] [email protected] MRI Software Completes Acquisition of RentPayment™ Business from Priority Technology Holdings, Inc. Under agreement, Priority to continue providing payment infrastructure and processing (Alpharetta, GA and

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 22, 2020 Date of Report (Date of earliest event reported) Priority Techno

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 22, 2020 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation

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Troutman Pepper Hamilton Sanders LLP 600 Peachtree Street NE, Suite 3000 Atlanta, GA 30308-2216 troutman.

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).

EX-10.1 2 assetpurchaseagreement.htm EX-10.1 Exhibit 10.1 ASSET PURCHASE AGREEMENT by and between MRI Payments LLC, MRI Software LLC, and Priority Real Estate Technology, LLC Dated as of August 31, 2020 TABLE OF CONTENTS Article I Purchase of Assets and Assumption of Liabilities; Closing 1 1.1 Purchase and Sale of Assets; Assumed Liabilities 1 1.2 Purchase Price 6 1.3 Purchase Price Adjustment 6 1

MRI Software enters into definitive agreement to acquire RentPayment™ business from Priority Technology Holdings, Inc. Under agreement, Priority to continue providing payment infrastructure and processing

Exhibit 99.1 Priority Investor and Media Inquiries: Chris Kettmann 773-497-7575 [email protected] MRI Software Media Inquiries: Rachel Antman 212-362-5837 [email protected] MRI Software enters into definitive agreement to acquire RentPayment™ business from Priority Technology Holdings, Inc. Under agreement, Priority to continue providing payment infrastructure and processing

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 31, 2020 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37872 Priority Technology H

Financial Statements and Exhibits, Results of Operations and Financial Condition

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 12, 2020 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (

Priority Technology Holdings, Inc. Announces Second Quarter 2020 Financial Results

EXHIBIT 99.1 Investor and Media Inquiries: Chris Kettmann 773-497-7575 [email protected] Priority Technology Holdings, Inc. Announces Second Quarter 2020 Financial Results ALPHARETTA, GA - August 12, 2020 - Priority Technology Holdings, Inc. (NASDAQ: PRTH) (“Priority” or the “Company”), a leading provider of merchant acquiring, integrated payment software and commercial paymen

Submission of Matters to a Vote of Security Holders

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 17, 2020 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (Co

Priority Technology Holdings, Inc. to Provide Comments on Second Quarter 2020 Trends During Today’s Annual Meeting of Stockholders

Exhibit 99.1 Investor and Media Inquiries: Chris Kettmann 773-497-7575 [email protected] Priority Technology Holdings, Inc. to Provide Comments on Second Quarter 2020 Trends During Today’s Annual Meeting of Stockholders ALPHARETTA, GA – June 17, 2020 - Priority Technology Holdings, Inc. (NASDAQ: PRTH) (“Priority” or the “Company”), a leading provider of merchant acquiring, int

Regulation FD Disclosure, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 17, 2020 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (Co

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 5, 2020 Date of Report (Date of earliest event reported) Priority Technology Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37872 47-4257046 (State or other jurisdiction of incorporation) (Com