prth-20260410

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 240.14a-12

Priority Technology Holdings, Inc.

(Name of Registrant as Specified in Its Charter)

______________________________________________________________

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all the boxes that apply):


☒						No fee required.
☐						Fee paid previously with preliminary materials.
☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PROXY STATEMENT AND NOTICE OF

2026 ANNUAL MEETING OF STOCKHOLDERS

Thursday, June 11, 2026

9:30 a.m. EDT

Priority Technology Holdings, Inc., a Delaware corporation, is a payments and banking fintech purpose-built to collect, store, lend and send money with a connected commerce engine that combines full-service merchant acquiring for accounts receivable, complete automated payables tools for bill payment, and sophisticated treasury management solutions to accelerate cash flow and optimize working capital for its customers. Its common stock is listed on the Nasdaq Capital Market ("NASDAQ") under the symbol ''PRTH."

April 14, 2026

Dear Stockholder:

The board of directors and officers of Priority Technology Holdings Inc. join me in extending to you a cordial invitation to attend our 2026 Annual Meeting of Stockholders. The Annual Meeting will be held on Thursday, June 11, 2026, at 9:30 a.m. Eastern Daylight Time.

Stockholders will be able to attend, vote and submit questions (both before, and for a portion of, the meeting) from any location via the Internet at www.virtualshareholdermeeting.com/PRTH2026. If you plan to participate in the virtual meeting, please see “Proxy Statement Q&A.”

At the Annual Meeting, stockholders will be asked to vote on four proposals set forth in the Notice of 2026 Annual Meeting of Stockholders and the Proxy Statement following this letter.

Whether or not you plan to attend the virtual Annual Meeting, it is important that your shares of stock are represented and voted regardless of the size of your holdings. We urge you to vote promptly and submit your proxy via the Internet, by telephone or by signing, dating and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the virtual Annual Meeting, you will be able to vote in person, even if you have submitted your proxy previously.

If you have any questions concerning the Annual Meeting and you are the stockholder of record of your shares of stock, please contact Meghna Mehra at PriorityIR@icrinc.com or (203) 682-8273. If your shares of stock are held by a broker or other nominee (that is, in ''street name''), please contact your broker or other nominee for questions concerning the annual meeting.

We look forward to speaking with you on June 11th.

Sincerely,

/s/ Thomas C. Priore

Thomas C. Priore

Chairman and Chief Executive Officer

2001 Westside Parkway

Alpharetta, GA 30004

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Priority Technology Holdings, Inc. (the "Company") will be held at 9:30 a.m. EDT on Thursday, June 11, 2026. Our Annual Meeting can be accessed virtually via the Internet at: www.virtualshareholdermeeting.com/PRTH2026.

At the Annual Meeting, the Company's stockholders will be asked to vote on the following proposals:

1.To elect the six directors nominated by our board of directors (the "Board of Directors") and named in this Proxy Statement.

2.To approve Amendment 2 to Priority Technology Holdings, Inc. 2018 Equity Incentive Plan.

3.To approve, on a non-binding basis, the compensation of our Named Executive Officers (as defined in this Proxy Statement).

4.To ratify the appointment of KPMG LLP ("KPMG") as the Company's Independent Registered Public Accounting Firm for the year ending December 31, 2026.

The Board of Directors recommends that you vote “FOR” each of the nominees for directors (Proposal Number One); “FOR” the approval of Amendment 2 to Priority Technology Holdings, Inc. 2018 Equity Incentive Plan (Proposal Number Two); “FOR” the approval of the compensation of our Named Executive Officers (Proposal Number Three); and “FOR” ratification of the proposed Independent Registered Public Accounting Firm (Proposal Number Four).

The stockholders may also transact any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.

Important Notice Regarding Preliminary Take-Private Proposal.

As previously disclosed, on November 9, 2025, the Company received a preliminary, non-binding proposal from an investor group led by the Company's Chairman and Chief Executive Officer, Thomas Priore, to acquire all of the outstanding shares of the Company's common stock not already held by such investor group for cash consideration in the range of $6.00 to $6.15 per share. The Board of Directors has formed a Special Committee of independent and disinterested directors to evaluate the proposal and any potential strategic alternatives. The Special Committee has retained Barclays as its financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP as its independent legal counsel. As of the date of this Proxy Statement, no definitive agreement has been entered into with respect to the Proposed Take-Private Transaction. The Proposed Take-Private Transaction is not a matter being submitted for a vote at the Annual Meeting. For additional information, please see “Proxy Statement Q&A” and “Corporate Governance — Special Committee” in the accompanying Proxy Statement.

Record Date: Close of business on April 14, 2026.

iii

The solicitation of the enclosed proxy is made on behalf of the Board of Directors for use at the Annual Meeting to be held on Thursday, June 11, 2026. It is expected that this Proxy Statement and related materials will first be provided to stockholders on or about April 28, 2026. Only stockholders of record at the close of business on April 14, 2026 are entitled to receive notice of, and to vote at, the virtual Annual Meeting or any adjournment or postponement thereof. If you do not attend the virtual Annual Meeting, you may vote your shares of stock via the Internet or by mail or telephone, as instructed in the Proxy Statement. Your vote is important.

Submitting your proxy does not affect your right to vote in person if you attend the virtual Annual Meeting. Therefore, we urge you to submit your proxy as soon as possible, regardless of whether you expect to attend the Annual Meeting.

By Order of the Board of Directors,

/s/ Bradley J. Miller

Bradley J. Miller

General Counsel, Chief Risk Officer, and Corporate Secretary

Alpharetta, Georgia

April 28, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF MATERIALS FOR THE MEETING

The Proxy Statement and our Annual Report are available via the Internet at http://materials.proxyvote.com/74275G.

Proxy Statement

Table of Contents


						Page
General Information about the Proxy Materials and the Annual Meeting						1
Executive Officers and Board of Directors						8
Corporate Governance						11
Report of the Audit Committee						16
Change in Independent Registered Public Accounting Firm						17
Delinquent Section 16(a) Reports						18
Compensation of Executive Officers						19
Compensation of Directors						22
Outstanding Equity Awards at 2025 Year End						23
Security Ownership of Certain Beneficial Owners, Directors, and Executive Officers						24
Proposal Number One - Election of Directors						25
Proposal Number Two - Approval of Amendment 2 to Equity Incentive Plan						27
Proposal Number Three - Approval of Named Executive Officer Compensation						29
Proposal Number Four - Ratification of Independent Registered Public Accounting Firm						31
Other Matters						33
Proxy Card						34


Name and Principal Position	Year	Salary $		Bonus $		Stock Awards $		Option Awards $		All Other 1,3 $		Total $
Thomas Priore Chief Executive Officer, and Chairman	2025	$	1,200,000	$	1,369,566	$	2,996,498	$	—	$	2,438,088	$	8,004,152
	2024	$	1,200,000	$	1,369,566	$	600,000	$	—	$	1,833,833	$	5,003,399

Timothy O'Leary Chief Financial Officer	2025	$	400,000	$	260,000	$	1,800,000	$	—	$	14,000	$	2,474,000
	2024	$	400,000	$	260,000	$	600,000	$	—	$	13,800	$	1,273,800

Bradley Miller General Counsel and Chief Risk Officer	2025	$	375,000	$	165,000	$	1,237,760	$	—	$	14,000	$	1,791,760
	2024	$	375,000	$	187,500	$	—	$	—	$	13,800	$	576,300


Year	Summary Compensation Table Total for PEO ($)(a)		Compensation Actually Paid to PEO ($)(b)		Average Summary Compensation Table Total for Non-PEO NEOs ($)(c)		Average Compensation Actually Paid to Non-PEO NEOs ($)(d)		Value of Initial Fixed $100 Investment Based On Total Shareholder Return ($)(e)		Net Income (loss) ($ in thousands)(f)
2025	$	8,004,152	$	6,297,363	$	2,132,880	$	(142,451)	$	153	$	55,681
2024	$	5,003,399	$	7,074,347	$	1,856,750	$	6,723,595	$	167	$	24,015
2023	$	5,008,055	$	4,918,784	$	924,450	$	376,895	$	51	$	(1,311)


Name of Director	Fees Earned or Paid in Cash $	Stock Awards $	Option Awards $	Non-Equity Incentive Plan Compensation $	All Other Compensation $	Total $
Marc Crisafulli	65,000	100,000	—	—	—	165,000
Marietta Davis	60,000	100,000	—	—	—	160,000
Christina Favilla	65,000	100,000	—	—	—	165,000
Michael Passilla	85,000	100,000	—	—	—	185,000
Clayton Main(1)	40,000	100,000	—	—	—	140,000


	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (Exercisable) (#)	Number of Securities Underlying Unexercised Options (Unexercisable) (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Equity Incentive Plan Awards: Number of Unearned Shares of Stock, Units, or Other Rights That Have Not Yet Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares of Stock, Units or Other Rights That Have Not Yet Vested ($)
Thomas Priore	—	—	—	—	—	555,506	(a)	$	3,027,508
Timothy O'Leary	—	—	—	—	—	401,642	(b)	$	2,188,949
Bradley Miller	—	—	—	—	—	123,077	(c)	$	670,770


	2025		2024
Audit fees	$	4,518,389	$	2,735,000
Audit-related fees	30,000		210,000
Tax fees	484,092		632,781
Total	$	5,032,481	$	3,577,781


PRIORITY TECHNOLOGY HOLDINGS, INC.			VOTE BY INTERNET Before the Annual Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on June 10, 2026 for shares held directly and by 11:59 P.M. ET on June 8, 2026 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During the Annual Meeting - Go to www.virtualshareholdermeeting.com/PRTH2026. You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on June 10, 2026 for shares held directly and by 11:59 P.M. ET on June 8, 2026 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
2001 WESTSIDE PARKWAY
SUITE 155
ALPHARETTA, GEORGIA 30004

SEC Form PRE 14A filed by Priority Technology Holdings Inc.