Priority Technology Holdings, Inc. (NASDAQ: PRTH) has entered into a definitive agreement to be taken private by an investor group led by Chairman and Chief Executive Officer Thomas Priore, according to a company statement.

Under the terms of the agreement, stockholders will receive $8.05 per share in cash, representing a 65% premium to the company's closing share price on November 7, 2025, the last trading day before the investor group's preliminary proposal was publicly disclosed. The deal values the company at an enterprise value of approximately $1.6 billion.

The per-share price also represents a 38% premium to the company's closing price on September 18, 2026, the last trading day before the definitive agreement was announced.

A special committee of independent and disinterested directors unanimously recommended the transaction after conducting a review with independent legal and financial advisors. The committee said negotiations resulted in a price increase of more than 30% from the initial proposal. The full board subsequently approved the transaction.

Michael Passilla, chair of the special committee, said: "After a comprehensive evaluation of the proposal, a rigorous valuation analysis, and extensive negotiations with Tom and his affiliates, we are delivering a transaction that provides compelling and certain value to Priority's unaffiliated stockholders."

The transaction is being financed in part by equity commitments from funds advised by Searchlight Capital Partners, L.P. and is not subject to financing conditions. The deal requires approval from a majority of Priority stockholders not affiliated with the investor group, as well as regulatory approvals.

Barclays is serving as financial advisor to the special committee, while TD Securities is acting as placement agent to the investor group. Upon completion, Priority's common stock will be delisted from the Nasdaq Global Select Market.

The transaction is expected to close in the first half of 2027.