Priority Technology Holdings agreed to merge with WD Capital Partners Merger Sub, leaving the company as a Wholly Owned Subsidiary of Parent, with eligible common shares receiving $8.05 in cash per share. Investors face a transaction that still requires stockholder approval, regulatory clearances and other closing conditions before completion.

Key Highlights

  • Barclays provided a fairness opinion on the $8.05 per-share merger consideration from a financial perspective.
  • Priority Technology Holdings’ employee stock purchase plan will end immediately before the merger becomes effective.
  • Completion depends on stockholder approval, the absence of a prohibiting U.S. government order and required state approvals.

On September 18, 2026, it agreed to merge with WD Capital Partners Merger Sub, leaving Priority Technology Holdings (NASDAQ: PRTH) as a wholly owned subsidiary of Parent. Eligible common shares will convert into the right to receive $8.05 per share in cash.

Equity Awards Convert to Cash

Their holders will receive cash based on the difference between the merger consideration and each option’s exercise price, multiplied by the shares covered by the option. Restricted stock units will also vest and convert into cash tied to the merger consideration for each underlying share. Performance stock units will vest with performance treated as reaching target level before conversion. Payments will be made promptly after the effective time and remain subject to tax withholding. The agreement limits Priority Technology Holdings’ ability to seek or discuss competing Acquisition proposals. The company may still respond to certain unsolicited written proposals that the special committee determines could lead to a superior transaction, subject to the agreement’s conditions.

Closing Requires Regulatory Clearances

Completion depends on stockholder approval, the absence of a prohibiting U.S. government order and state approvals related to changes of control affecting the company’s money transmitter licenses. After a specified deadline, alternative arrangements and withdrawals from operations may satisfy part of that condition, provided the remaining affected states did not collectively generate more than 10% of consolidated fee Revenue from covered operations. Truist Bank and Varde Partners Credit agreements must remain effective for Parent and Merger Sub to complete the transaction. Other conditions include accurate representations, material covenant performance and no Company Material Adverse Effect.