Priority Technology CEO Buys Out His Own Company for $1.6 Billion

Priority Technology Holdings (NASDAQ: PRTH) agreed on Sept. 21 to be taken private in a $1.6 billion deal led by the company's own chairman and chief executive, Thomas Priore, according to a definitive agreement reviewed in an SEC Form 8-K filing.

The all-cash offer of $8.05 per share represents a 38% premium to where the stock closed on Sept. 18, 2026, the last trading day before the announcement. Measured against the company's unaffected share price from Nov. 7, 2025, the last session before Priore's preliminary proposal became public, the premium widens to 65%, per Reuters reporting on the transaction.

The arithmetic on Priore's negotiating journey is worth noting. According to Reuters, his initial proposal last year came in at $6 to $6.15 per share. The $8.05 final price is more than 30% above that opening bid, a concession the special committee of independent directors extracted over roughly ten months of review. Barclays served as financial adviser to the committee; Paul, Weiss, Rifkind, Wharton and Garrison handled its legal work, according to Yahoo Finance.

The deal structure carries a wrinkle common to CEO-led buyouts: the buyer is also the person running the company. That dynamic puts pressure on any special committee process to demonstrate it pushed back hard. The committee's unanimous recommendation and the gap between the opening and closing bid give it something to point to, though the conflict is structurally unavoidable.

Searchlight Capital Partners, a global private investment firm with $17 billion in assets under management, is providing equity commitments for the transaction, per the company's Business Wire announcement. The deal carries no financing condition, meaning Priore's group has committed the capital and won't be able to walk away on funding grounds. The $35.25 million reverse-termination fee payable by the buyer, disclosed in Reuters coverage, provides minority shareholders a contractual backstop if the deal falls apart on the buyer's side.

Approval by a majority of shares not affiliated with the investor group is still required, along with state money-transmitter regulatory clearances and other customary conditions. Support agreements from Priore and other major holders representing roughly 61.4% of the stock are already in hand, per TipRanks' review of the merger agreement, which makes the shareholder vote more formality than obstacle.

Activist pressure had been part of this story. InsideArbitrage reported that Priore's original offer drew opposition from Buckley Capital Advisors and Steamboat Capital, two investors who pushed for a higher price. The final number suggests their leverage was real.

The deal is expected to close in the first half of 2027. Upon closing, Priority's stock will be delisted from the Nasdaq Global Select Market, ending what the company's own announcement called nearly nine years as a public company.

Priority provides payment processing, accounts payable automation, and banking and treasury solutions to small and mid-size businesses, enterprises, and financial institutions. Whether the company produces better returns under private ownership than it could have as a listed company is now Priore's problem to answer, with Searchlight alongside him to collect or absorb the verdict.

Sources cited:
- SEC Form 8-K / DEFA14A, Priority Technology Holdings, Inc. (https://www.sec.gov/Archives/edgar/data/0001653558/000121390026101651/ea030604701ex99-1.htm)
- Reuters (via WSAU News/Talk) (https://wsau.com/2026/09/21/priority-technology-to-go-private-in-1-6-billion-ceo-led-deal/)
- Business Wire (https://www.businesswire.com/news/home/20260920050170/en/Priority-Technology-Holdings-Inc.-Announces-Definitive-Agreement-with-Investor-Group-Led-by-Chairman-and-CEO-Thomas-Priore-to-Take-Company-Private)
- Yahoo Finance (https://finance.yahoo.com/markets/stocks/articles/priority-technology-holdings-going-private-124854240.html)
- InsideArbitrage (https://www.insidearbitrage.com/2026/09/ceo-thomas-priore-led-investor-group-to-take-priority-technology-private-for-1-6-billion/)
- TipRanks (https://www.tipranks.com/news/company-announcements/priority-technology-agrees-to-go-private-merger-deal)