Priority Technology Holdings, Inc. filed a Form 8-K on August 25, 2026, disclosing that its indirect wholly-owned subsidiary, Priority Payment Systems, LLC, completed the acquisition of all membership interests of Convenient Payments, LLC on that same date.

Key Highlights

  • Acquisition closed: Priority Payment Systems, LLC acquired all membership interests of Convenient Payments, LLC on August 25, 2026.
  • Base purchase price: $11,500,000, subject to certain adjustments as set forth in the Purchase Agreement.
  • Earnout provision: Up to an aggregate of $3,500,000 in additional earnout payments over a period of up to eight full fiscal quarters following closing.
  • Earnout basis: Payments are based on a specified percentage of gross profit generated during each fiscal quarter, up to the $3,500,000 Earnout Cap.
  • Parent guarantee: Priority Technology Holdings, Inc. is a party to the Purchase Agreement solely with respect to its guarantee of Priority Payment Systems, LLC's payment obligations.
  • Agreement filed: The full Membership Interest Purchase Agreement is filed as Exhibit 10.1 to the Current Report.

Priority Payment Systems Completes Convenient Payments Acquisition

According to the filing, Priority Payment Systems, LLC ("PPS"), described as an indirect, wholly-owned subsidiary of Priority Technology Holdings, Inc. (NASDAQ:PRTH), entered into and simultaneously closed the transaction contemplated by a Membership Interest Purchase Agreement on August 25, 2026. The seller is identified as Convenient Payments Acquisition Subsidiary, LLC. The company disclosed that PPS acquired all of the membership interests of Convenient Payments, LLC through this transaction.

The filing states that the purchase price consists of two components. The first is $11,500,000, subject to certain adjustments as defined in the Purchase Agreement. The second is a contingent earnout of up to $3,500,000 in aggregate, referred to in the filing as the "Earnout Cap." According to the filing, earnout payments are to be made over a period of up to eight full fiscal quarters following the closing, and are calculated based on a specified percentage of gross profit generated during each such fiscal quarter, up to the Earnout Cap.

The filing also notes that Priority Technology Holdings, Inc. is a party to the Purchase Agreement solely in respect of its guarantee of PPS's payment obligations. The company disclosed that the Purchase Agreement contains representations and warranties "made by the parties solely for the benefit of the other parties" and cautioned that investors "should not rely on the representations or warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the assets acquired." The filing was signed by Timothy O'Leary, Chief Financial Officer, on August 25, 2026.

What Was Disclosed

Priority Technology Holdings disclosed through a Form 8-K the August 25, 2026 closing of its subsidiary's acquisition of Convenient Payments, LLC for a base price of $11,500,000 plus up to $3,500,000 in contingent earnout payments tied to gross profit over up to eight fiscal quarters.