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Priority Technology Holdings, Inc.: Q3 FY2026 earnings call

What management said about Q3 FY2026, from the documents filed with the SEC on 5 November 2026: press release. The quarter’s numbers.

Key takeaways

  • Revenue rose 11.3% with organic growth: Revenue was $268.6 million, up 11.3% from $241.4 million. Organic growth was 9.2%, compared with 7.2% in the second quarter, when revenue rose 9.4%. Source
  • Net income and operating income declined: Operating income was $35.9 million, down 5.0% from $37.8 million. Net income was $12.2 million, down 55.7% from $27.6 million; the prior-year quarter included a $21.2 million valuation allowance release. Source
  • Gross margin fell about 110 basis points: Gross profit margin was 36.1% versus 37.2%. Adjusted gross profit margin was 38.2% versus 39.2%. Cost of revenue, excluding depreciation and amortization, was $165.9 million versus $146.7 million. Source
  • Diluted EPS fell, adjusted EPS rose: Diluted EPS was $0.14 versus $0.34, down $0.20 or 58.8%. Adjusted diluted EPS was $0.30 versus $0.28, up 7.1%. Weighted diluted shares were 84.3 million versus 81.1 million. Source
  • Going-private deal at $8.05 cash: Under a merger agreement announced September 21, 2026, certain affiliates of WD Capital Partners Parent Inc. would acquire the common stock at $8.05 per share in cash, and the company would become privately held. Source
  • Deal-related costs booked as non-recurring: Non-recurring SG&A items were $2.9 million versus $1.5 million. Legal fees were $1.1 million; professional, accounting and consulting fees were $1.7 million, including valuation and audit work for the pending Transaction. Source
  • No new guidance this quarter: The company will not provide forward-looking guidance or update previously issued guidance because of the pending Transaction. Source

“Revenue of $268.6 million increased 11.3% from $241.4 million, including organic growth of 9.2%”

Priority Technology Holdings, Inc., press release

What changed from last quarter

  • New: Merger agreement announced September 21, 2026 with affiliates of WD Capital Partners Parent Inc. The second-quarter release referred to an on-going special committee process rather than a signed agreement. Source
  • Guidance withdrawn: Forward-looking guidance and updates to previously issued guidance are no longer provided, given the pending Transaction. Source
  • Ended: The company no longer hosts earnings calls or webcasts, including none for this quarter or future quarters. Source

Results and growth drivers

  • Revenue rose 11.3% with organic growth: Revenue was $268.6 million, up 11.3% from $241.4 million. Organic growth was 9.2%, compared with 7.2% in the second quarter, when revenue rose 9.4%. Source
  • Gross profit rose 8.1% on higher revenue: Gross profit was $97.0 million, up 8.1% from $89.8 million. Adjusted gross profit was $102.7 million, up 8.4% from $94.8 million. Source
  • Net income and operating income declined: Operating income was $35.9 million, down 5.0% from $37.8 million. Net income was $12.2 million, down 55.7% from $27.6 million; the prior-year quarter included a $21.2 million valuation allowance release. Source
  • Adjusted EBITDA rose 5.5%: Adjusted EBITDA was $60.9 million, up 5.5% from $57.8 million, and $59.4 million in the second quarter. Nine-month adjusted EBITDA was $178.4 million, against $165.1 million. Source

Segment results and key indicators

  • Merchant card volume up, count down: Merchant Solutions revenue was $179.6 million versus $161.9 million, with adjusted EBITDA of $32.6 million versus $27.7 million. Card processing dollar value rose to $19.27 billion; transaction count fell to 223,077 from 230,203. Source
  • Payables revenue and buyer-funded volume rose: Payables revenue was $31.6 million versus $25.2 million, with adjusted EBITDA of $3.9 million versus $3.5 million. Buyer funded card processing dollar value was $1.13 billion versus $0.79 billion; ACH transactions were 4,695 versus 4,860. Source
  • Treasury revenue and balances increased: Treasury Solutions revenue was $60.3 million versus $55.7 million, with adjusted EBITDA of $48.1 million versus $46.7 million. Average total account balances were $1.54 billion versus $1.25 billion. Source
  • CFTPay clients up, enrollments down: Average CFTPay billed clients rose to 1,152,092 from 1,054,238, while average CFTPay monthly enrollments fell to 51,360 from 61,185. Corporate adjusted EBITDA cost was $23.7 million versus $20.1 million. Source

“In light of the pending Transaction, Priority Commerce will not be providing forward-looking guidance or updates to previously issued guidance”

Priority Technology Holdings, Inc., press release

Costs, margins and operating lines

  • Gross margin fell about 110 basis points: Gross profit margin was 36.1% versus 37.2%. Adjusted gross profit margin was 38.2% versus 39.2%. Cost of revenue, excluding depreciation and amortization, was $165.9 million versus $146.7 million. Source
  • Salary, SG&A and D&A rose: Salary and employee benefits were $29.0 million versus $26.1 million. SG&A was $19.6 million versus $15.7 million, and depreciation and amortization was $18.2 million versus $15.1 million. Source
  • Interest and tax lines compared: Interest expense was $21.2 million versus $22.5 million. Income tax expense was $4.4 million, compared with a $20.2 million benefit a year earlier; the prior-year quarter also had $12.5 million of debt modification and extinguishment expense. Source

Earnings per share

  • Diluted EPS fell, adjusted EPS rose: Diluted EPS was $0.14 versus $0.34, down $0.20 or 58.8%. Adjusted diluted EPS was $0.30 versus $0.28, up 7.1%. Weighted diluted shares were 84.3 million versus 81.1 million. Source
  • Adjustments exclude amortization and stock pay: Adjusted net income adds back amortization of acquisition-related intangibles of $12.8 million and non-cash stock-based compensation of $1.7 million, with tax effects at a 26.0% blended statutory rate. Source
  • Nine-month EPS and net income: For the nine months, net income was $31.8 million versus $46.7 million. Diluted EPS was $0.38 versus $0.58, and adjusted diluted EPS was $0.87 versus $0.77. Source

Cash, balance sheet and debt

  • Nine-month operating cash flow rose: Net cash provided by operating activities was $98.0 million for the nine months, versus $63.2 million. Additions to property, equipment and software were $20.4 million, versus $19.0 million. Source
  • Cash balance higher at quarter end: Cash and cash equivalents were $135.6 million at September 30, 2026, up from $77.2 million at December 31, 2025. Settlement assets were $1.50 billion, against settlement obligations of $1.51 billion. Source
  • Short-term investments increased: Net purchases of short-term investments were $500.0 million for the nine months, versus $46.7 million a year earlier. Acquisitions of businesses used $11.5 million, versus $77.4 million. Source
  • Debt and stockholders' deficit: Long-term debt, net of current portion, was $1.04 billion, plus a $5.7 million current portion. Total stockholders' deficit was $57.5 million at September 30, 2026. Source

Pending go-private transaction

  • Going-private deal at $8.05 cash: Under a merger agreement announced September 21, 2026, certain affiliates of WD Capital Partners Parent Inc. would acquire the common stock at $8.05 per share in cash, and the company would become privately held. Source
  • Approvals needed before closing: Closing requires customary conditions, including approval of Priority Commerce stockholders and receipt of required regulatory approvals. Source
  • Deal-related costs booked as non-recurring: Non-recurring SG&A items were $2.9 million versus $1.5 million. Legal fees were $1.1 million; professional, accounting and consulting fees were $1.7 million, including valuation and audit work for the pending Transaction. Source

Guidance and reporting

  • No new guidance this quarter: The company will not provide forward-looking guidance or update previously issued guidance because of the pending Transaction. Source
  • Last issued 2026 guidance figures: Full-year 2026 guidance from the second-quarter release was revenue of $1.01 billion to $1.04 billion, adjusted gross profit of $405 million to $425 million, and adjusted EBITDA of $230 million to $245 million. This release does not update these figures.
  • No earnings call; materials posted online: The company did not host an earnings call or webcast for the third quarter. Earnings materials are posted on its Investor Relations page. Source

Coming up, as management said on 5 November 2026

  • Transaction closing expected first half 2027: The company expects to complete the Transaction in the first half of 2027, subject to customary closing conditions and approvals. Source

Figures management reported

FigureReported
Total card processing dollar value (Merchant Solutions) Source$19,265,134 thousand in Q3 2026; $18,457,881 thousand in Q3 2025
Total card transaction count (Merchant Solutions) Source223,077 in Q3 2026; 230,203 in Q3 2025
Buyer funded card processing dollar value (Payables) Source$1,134,730 thousand in Q3 2026; $789,700 thousand in Q3 2025
Supplier funded issuing dollar value (Payables) Source$295,771 thousand in Q3 2026; $230,882 thousand in Q3 2025
ACH transaction count (Payables) Source4,695 in Q3 2026; 4,860 in Q3 2025
Average CFTPay billed clients (Treasury Solutions) Source1,152,092 in Q3 2026; 1,054,238 in Q3 2025
Average CFTPay monthly enrollments (Treasury Solutions) Source51,360 in Q3 2026; 61,185 in Q3 2025
Average total account balances (Treasury Solutions) Source$1,542,346 thousand in Q3 2026; $1,248,432 thousand in Q3 2025
Total account and deposit balances at quarter end Source$2.0 billion at September 30, 2026; $1.6 billion at September 30, 2025

Risks management discussed

  • Regulatory: Completion depends on stockholder approval and receipt of required regulatory approvals, along with customary closing conditions. Source
  • Financial: Legal and professional costs tied to litigation and the pending Transaction are recorded as non-recurring items and excluded from adjusted measures. Source

Earlier plans management reported on

  • Not stated: Management restates the expected timing for closing the pending transaction; no progress against that timing is reported. Source

Other quarters

Summarised with AI from the documents the company filed with the SEC. Every point is checked against the filing before it is shown: management’s own words word for word, figures against the line or table row they come from. A point that fails the check is left out. Source opens the filing at that line.