Priority Announces Pricing of Secondary Offering of Common Stock

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ALPHARETTA, Ga., January 16, 2025--(BUSINESS WIRE)--Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the "Company"), the payments and banking solution that streamlines collecting, storing, lending and sending money to unlock revenue opportunities, announced today the pricing of a previously announced underwritten secondary offering of 9,070,643 shares of its common stock to be sold by certain selling stockholders at $7.75 per share. Certain selling stockholders have granted the underwriters a 30-day option to purchase up to 1,360,596 additional shares of Priority’s common stock at the public offering price, less underwriting discounts and commissions. The sale of the shares of common stock is expected to close on January 17, 2025, subject to customary closing conditions.

The selling stockholders will receive all of the net proceeds from the proposed offering. The Company will not sell any shares of its common stock in the proposed offering and will not receive any proceeds from the sale of shares of the Company’s common stock in the offering.

Keefe, Bruyette & Woods, A Stifel Company and TD Cowen are acting as joint lead book-running managers for the offering. B. Riley Securities is acting as a book-running manager for the offering and A.G.P./Alliance Global Partners and Lake Street are acting as co-managers.

The offering is being made pursuant to an effective shelf registration statement (including a prospectus) on Form S-3 (File No. 333-283519) previously filed with the Securities and Exchange Commission ("SEC"). Before investing, interested parties should read the prospectus supplement, accompanying prospectus and other documents filed by the Company with the SEC for information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, a copy of the prospectus supplement and accompanying prospectus may be obtained from any of the following underwriters at: Keefe, Bruyette & Woods, Inc., 787 Seventh Avenue, 4th Floor, New York, NY 10019, Attention: Equity Capital Markets, by telephone at (800) 966-1559, or by email at USCapitalMarkets@kbw.com; TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, by telephone at (855) 495-9846 or by email at TD.ECM_Prospectus@tdsecurities.com; B. Riley Securities, Inc., 1300 17th Street North, Suite 1300, Arlington, VA 22209, by telephone at (703) 312-9580, or by email at Prospectuses@brileyfin.com; A.G.P./Alliance Global Partners, LLC, 590 Madison Avenue, 28th Floor New York, NY 10022, Attention: Investment Banking, by telephone at (212) 624-2060, or by email at prospectus@allianceg.com; or Lake Street Capital Markets, LLC, 920 Second Avenue South, Suite 700, Minneapolis, MN 55402, by telephone at (612) 326-1305, or by email at prospectus@lakestreetcm.com.