Priority Technology CEO Leads $1.6 Billion Take-Private Deal

Priority Technology Holdings agreed to be taken private by an investor group led by its own chairman and chief executive, Thomas Priore, in a deal valuing the payments company at approximately $1.6 billion, Priority said on Sept. 21. Stockholders other than the Investor Group will receive $8.05 a share in cash once the deal closes.

Announced and closed are different words here, and only the first applies. The transaction still needs a majority vote of shareholders unaffiliated with Priore's group and regulatory clearance, with closing expected in the first half of 2027. Searchlight Capital Partners is providing the equity financing, and Priority's release says the deal carries no financing conditions, which removes the most common way a take-private falls apart between signing and close.

How the price moved before the deal

The $8.05 offer is a 38% premium to Priority's closing share price on Sept. 18, the last trading day before the definitive agreement was announced. It is also a 65% premium to the stock's close on Nov. 7, 2025, the last trading day before news of Priore's preliminary buyout proposal first became public. That second number matters more: it means the price the market had already built in, once a management buyout looked likely, still undershot what stockholders are now being paid by more than a third.

Reference point	Premium in the $8.05 offer
Close on Sept. 18, 2026 (day before announcement)	38%
Close on Nov. 7, 2025 (day before proposal leaked)	65%

Michael Passilla, the special committee's chairman, said the board delivered "a transaction that provides compelling and certain value to Priority's unaffiliated stockholders" after what the release calls a rigorous valuation process. Barclays advised the special committee; TD Securities and McDermott Will & Schulte advised the Investor Group.

What Priority does beyond the buyout math

Priority processes payments, accounts-payable automation and treasury services for small businesses, enterprises and software partners, and it has kept acquiring smaller processors while this deal was in negotiation. Digital Transactions reported that the company posted $511.8 million in first-half 2026 revenue, up 10% from a year earlier, and $198.7 million in gross profit, up 11%. In the same stretch, Priority bought Utah-based processor Convenient Payments for $11.5 million plus a $3.5 million earn-out and picked up the Tampa Bay Buccaneers' ticket-processing contract.

Priority Technology, first half of 2026	Figure
Revenue	$511.8 million, up 10%
Gross profit	$198.7 million, up 11%

A company growing revenue at that rate is an unusual take-private candidate; more often it is a struggling business a founder can buy cheaply. Priore's bet, instead, is that Nasdaq is pricing Priority below what he thinks the accounts-payable and treasury business is worth once it is no longer filing quarterly numbers for public shareholders, even as other fintech valuations move in the opposite direction this month.

Priority's exit from public markets also runs against the financing path other infrastructure-heavy companies are taking toward one: Nscale raised $3.36 billion in convertible notes explicitly to prepare for an IPO, the reverse trade Priore is making.

What happens next before the deal closes

Priority will delist from Nasdaq once the transaction completes, ending a run as a public company that Digital Transactions put at nearly nine years. Until the unaffiliated shareholder vote is scheduled, the only confirmed date on this deal is Priore's own: the agreement he signed on Sept. 21 does not yet have a shareholder meeting date attached to it, and Priority has not said when one will be set.