{"filing":{"accession_number":"0001213900-26-101651","cik":"0001653558","ticker":"PRTHU","company_name":"Priority Technology Holdings, Inc.","form":"8-K","filing_date":"2026-09-21","report_date":"2026-09-18","primary_document":"ea0306047-8k_priority.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1653558/000121390026101651/ea0306047-8k_priority.htm"},"events":[{"id":33873,"run_id":31176,"accession_number":"0001213900-26-101651","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"Priority Technology Holdings entered into a definitive Agreement and Plan of Merger on September 18, 2026, whereby an investor group led by Chairman and CEO Thomas Priore will acquire all outstanding shares not already owned for $8.05 per share in cash, representing an enterprise value of approximately $1.6 billion. The transaction constitutes a material change of control that will take the company private, subject to customary closing conditions and stockholder approval, and was unanimously recommended by a special committee of independent and disinterested directors.","company_name":"Priority Technology Holdings, Inc.","ticker":"PRTHU","filing_date":"2026-09-21","form":"8-K","submitted_at":null,"items":[{"id":37445,"accession_number":"0001213900-26-101651","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Priority Technology Holdings entered into a definitive Agreement and Plan of Merger on September 18, 2026, whereby an investor group led by Chairman and CEO Thomas Priore will acquire all outstanding shares not already owned for $8.05 per share in cash, representing an enterprise value of approximately $1.6 billion. This constitutes a material acquisition and change of control transaction requiring stockholder approval, with the company to become privately held upon closing. The transaction is explicitly disclosed under Item 1.01 (Entry into a Material Definitive Agreement) and is a classic going-private merger.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-21T11:41:45.314570+00:00","company_name":"","ticker":null,"filing_date":""},{"id":37446,"accession_number":"0001213900-26-101651","item_number":"5.02","item_title":"Departure of Directors or Certain","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 5.02 section incorporates by reference \"Treatment of Equity Awards\" from Item 1.01, which concerns a definitive agreement for an investor group led by Chairman and CEO Thomas Priore to acquire all outstanding shares of Priority Technology Holdings for $8.05 per share in an all-cash transaction valued at approximately $1.6 billion. This is a material acquisition and change of control transaction, not primarily an executive departure, appointment, or compensation arrangement. The M\u0026A activity is the principal disclosed event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-21T11:41:45.314570+00:00","company_name":"","ticker":null,"filing_date":""},{"id":37447,"accession_number":"0001213900-26-101651","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses execution of a definitive merger agreement whereby an investor group led by Chairman and CEO Thomas Priore will acquire all outstanding shares of Priority Technology Holdings not already owned for $8.05 per share in cash, representing an enterprise value of approximately $1.6 billion. This is a material change of control transaction that will take the company private, subject to customary closing conditions and stockholder approval. The press release explicitly states the transaction was \"unanimously recommended by a special committee of independent and disinterested directors\" and approved by the board.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-21T11:41:45.314570+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":37445,"accession_number":"0001213900-26-101651","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Priority Technology Holdings entered into a definitive Agreement and Plan of Merger on September 18, 2026, whereby an investor group led by Chairman and CEO Thomas Priore will acquire all outstanding shares not already owned for $8.05 per share in cash, representing an enterprise value of approximately $1.6 billion. This constitutes a material acquisition and change of control transaction requiring stockholder approval, with the company to become privately held upon closing. The transaction is explicitly disclosed under Item 1.01 (Entry into a Material Definitive Agreement) and is a classic going-private merger.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-21T11:41:45.314570+00:00","company_name":"Priority Technology Holdings, Inc.","ticker":"PRTHU","filing_date":"2026-09-21"},{"id":37446,"accession_number":"0001213900-26-101651","item_number":"5.02","item_title":"Departure of Directors or Certain","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 5.02 section incorporates by reference \"Treatment of Equity Awards\" from Item 1.01, which concerns a definitive agreement for an investor group led by Chairman and CEO Thomas Priore to acquire all outstanding shares of Priority Technology Holdings for $8.05 per share in an all-cash transaction valued at approximately $1.6 billion. This is a material acquisition and change of control transaction, not primarily an executive departure, appointment, or compensation arrangement. The M\u0026A activity is the principal disclosed event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-21T11:41:45.314570+00:00","company_name":"Priority Technology Holdings, Inc.","ticker":"PRTHU","filing_date":"2026-09-21"},{"id":37447,"accession_number":"0001213900-26-101651","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses execution of a definitive merger agreement whereby an investor group led by Chairman and CEO Thomas Priore will acquire all outstanding shares of Priority Technology Holdings not already owned for $8.05 per share in cash, representing an enterprise value of approximately $1.6 billion. This is a material change of control transaction that will take the company private, subject to customary closing conditions and stockholder approval. The press release explicitly states the transaction was \"unanimously recommended by a special committee of independent and disinterested directors\" and approved by the board.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-21T11:41:45.314570+00:00","company_name":"Priority Technology Holdings, Inc.","ticker":"PRTHU","filing_date":"2026-09-21"}]}