Concerns Raised Over Priority Technology Holdings' Take-Private Offer by CEO

On November 17, 2025, Steamboat Capital Partners LLC, a significant shareholder of Priority Technology Holdings, articulated its concerns regarding a recent proposal from CEO Thomas Priore aimed at acquiring all shares of the company not already owned by him. With ownership or advisory rights over 1.4 million shares, Steamboat is among the top five shareholders in Priority Technology, making their perspective particularly pertinent.

During a meeting in December 2024, Priore and CFO Tim O'Leary shared insights on the company's sound growth trajectory and strong equity market valuation potential. Notably, Steamboat was optimistic enough about Priority's future to host a fireside chat for investors in March 2025, where Mr. Priore was praised for his leadership. However, the recent non-binding offer to buy shares for between $6.00 to $6.15 each triggered alarm bells for Steamboat's leadership.

Steamboat's concerns are threefold:

1. Opportunistic Timing: The offer came shortly after a significant drop in share price following an earnings release that disappointed investors. This context raises questions about whether Mr. Priore's proposal is taking advantage of the situation rather than reflecting a fair market valuation. Although the offer claims a 23% to 26% premium based on the previous day's closing price, it discounts shares further than last week and previous quarters.

2. Fails to Recognize True Value: Steamboat highlighted that the proposed price represents a substantial discount to previous offering values, including the secondary offering earlier in 2025, where shares priced at $7.75 were deemed undervalued by Priore himself, leading to limited share sales. This contradictory stance projects a concerning narrative about the ability of the company's management to accurately represent its value in a private acquisition context, particularly when compared with recent precedent cases in the payments industry.

3. Inadequate Value for Minority Shareholders: Significantly, Steamboat points out that with Priore holding a 57% stake in the firm, the proposal appears self-serving, potentially blocking other investors from presenting a fair valuation offer. Citing historical transactions in the payments space, including the sales of WorldPay and AvidExchange, Steamboat posits that these companies commanded higher valuations due to their performance and market context compared to what Priore's offer suggests.

Given these concerns, the firm demands that a Special Committee composed of disinterested board members should be established. The objective would be to seek out strategic alternatives, including third-party acquisition offers, all while ensuring that minority shareholders are treated fairly. The representation of strong growth metrics within Priority should translate to a premium in any formal offers.

This letter to the board underscores a pivotal moment in Priority Technology's corporate governance, highlighting the dichotomy between a CEO's intentions and the legitimate concerns of significant shareholders. While a take-private maneuver may be beneficial, it must not come at the cost of undervaluing the company and neglecting the interests of all stakeholders. The situation presents a critical opportunity for the board to repivot its strategy towards more transparent engagements with all shareholders, potentially redefining how such strategic movements are navigated in the future.

In conclusion, Steamboat seeks an immediate appeal to the board to reject this proposal and explore options that maximize shareholder value, emphasizing the importance of a balanced approach that safeguards the interests of all involved parties. The dialogue around Priority Technology's future remains essential, with investors keenly awaiting the board's next steps while challenging the core of current leadership strategies.