Priority Technology Holdings, Inc. — Third Quarter 2026 Earnings Summary

Financial Performance:

• Consolidated revenue for the third quarter of 2026 was $268.6 million, an 11.3% increase from $241.4 million in the same period in 2025, including organic growth of 9.2%.
• Gross profit was $97.0 million, up 8.1% from $89.8 million in Q3 2025; gross profit margin decreased to 36.1% from 37.2%.
• Adjusted gross profit (non-GAAP) was $102.7 million, an 8.4% increase from $94.8 million in Q3 2025; adjusted gross profit margin decreased to 38.2% from 39.2%.
• Operating income was $35.9 million, a 5.0% decrease from $37.8 million in Q3 2025.
• Net income was $12.2 million, a 55.7% decrease from $27.6 million in Q3 2025.
• Adjusted EBITDA (non-GAAP) was $60.9 million, a 5.5% increase from $57.8 million in Q3 2025.
• Diluted EPS was $0.14, a 58.8% decrease from $0.34 in Q3 2025.
• Adjusted Diluted EPS (non-GAAP) was $0.30, a 7.1% increase from $0.28 in Q3 2025.
• Cash and cash equivalents were $135.6 million as of September 30, 2026, compared to $77.2 million as of December 31, 2025.
• Long-term debt, net of current portion, was $1,044.4 million as of September 30, 2026, compared to $1,039.4 million as of December 31, 2025.
• For the nine months ended September 30, 2026, net cash provided by operating activities was $98.0 million, compared to $63.2 million in the prior year period.

Guidance and Future Outlook:

• The Company will not provide forward-looking guidance or updates to previously issued guidance due to the pending go-private transaction.
• Priority Commerce will not host an earnings conference call or webcast for its third quarter fiscal 2026 results and does not expect to do so for any future quarters.

Business Segments and Product Lines:

• Merchant Solutions: Revenue was $179.6 million in Q3 2026 (up from $161.9 million in Q3 2025); Adjusted EBITDA was $32.6 million (up from $27.7 million). Total card processing dollar value was $19.3 billion.
• Payables: Revenue was $31.6 million in Q3 2026 (up from $25.2 million in Q3 2025); Adjusted EBITDA was $3.9 million (up from $3.5 million). Buyer funded card processing dollar value was $1.1 billion.
• Treasury Solutions: Revenue was $60.3 million in Q3 2026 (up from $55.7 million in Q3 2025); Adjusted EBITDA was $48.1 million (up from $46.7 million). Average total account balances were $1.5 billion.
• Corporate: Reported an Adjusted EBITDA loss of $23.7 million for Q3 2026.

Market and Competitive Landscape:

• The Company delivers payments and banking solutions through a unified platform of payables, merchant services, and banking and treasury.
• The Priority Commerce Engine is designed to accelerate cash flow, improve working capital, reduce costs, and create new revenue opportunities.

Risks and Challenges:

• The completion of the go-private transaction is subject to customary closing conditions, including approval of Priority Commerce stockholders and receipt of required regulatory approvals.
• Forward-looking statements are subject to significant business, economic, and competitive risks, trends, and uncertainties that could cause actual results to differ materially from projections.

Management Commentary and Tone:

• Third quarter performance was driven by the strength of the unified commerce platform.
• The Company highlighted strong year-over-year revenue growth despite a decrease in net income and operating income.

Other Key Points:

• Priority Commerce entered into an Agreement and Plan of Merger with affiliates of WD Capital Partners Parent Inc. to acquire the outstanding common stock for $8.05 per share in cash.
• The Company expects to complete the go-private transaction in the first half of 2027, subject to closing conditions.
• Earnings materials are publicly available on the Investor Relations page of the Company's website.