ALPHARETTA, GA – September 24, 2026 (STL.News) Several shareholder-rights law firms have announced investigations concerning Priority Technology Holdings Inc. (NASDAQ: PRTH) after the financial technology company agreed to a $1.6 billion take-private transaction led by its chairman and chief executive officer, Thomas C. Priore.
Monteverde & Associates PC announced the latest investigation Thursday, saying it is examining Priority’s proposed sale to affiliates of Priore and whether the $8.05-per-share cash consideration represents a fair deal for shareholders.
The Monteverde announcement follows investigations announced by other shareholder-rights firms after Priority disclosed the definitive merger agreement Sept. 21.
The investigations are not findings of wrongdoing. The announcements reviewed for this report concern potential claims and questions about the transaction’s price, process, disclosures or the duties of Priority’s board. They should not be interpreted as court findings that Priority, Priore, the company’s directors, or other participants violated the law.
Priority agrees to $8.05-per-share deal
Priority entered into the definitive Agreement and Plan of Merger on Sept. 18 with WD Capital Partners Parent Inc. and WD Capital Partners Merger Sub Inc., according to a Form 8-K filed with the U.S. Securities and Exchange Commission.
The parent and merger subsidiary are controlled by Priore and certain affiliates.
Under the agreement, the Priore-led investor group would acquire the outstanding Priority common shares it does not already own for $8.05 per share in cash.
Priority announced the agreement publicly Sept. 21.
The company said the all-cash transaction represents an enterprise value of approximately $1.6 billion.
Priority said the $8.05 consideration represents a 65% premium to the company’s closing share price on Nov. 7, 2025, the last trading day before the investor group publicly disclosed its preliminary proposal.
The company also said the final price represents a 38% premium to Priority’s closing price on Sept. 18, the last trading day before the definitive agreement was announced.
Priority further disclosed that $8.05 represents a 2% premium to its 52-week high of $7.91 reached Oct. 9, 2025.
Deal followed lower initial proposal
The $8.05 final consideration is substantially higher than the price Priore’s investor group originally proposed.
The preliminary, nonbinding proposal surfaced in November 2025 and contemplated acquiring Priority shares not already owned by the investor group for $6 to $6.15 per share in cash.
Priority subsequently formed a special committee of independent and disinterested directors to consider the proposal and strategic alternatives.
Following negotiations, the parties ultimately agreed on $8.05 per share.
Priority says the final agreement increased by more than 30% over the initial proposal.
The difference between the original and final proposals provides important context for the current investigations. While shareholder-rights firms are questioning whether the final consideration adequately values the shares, Priority says its independent process produced a substantially improved offer for unaffiliated shareholders.
Independent committee recommended transaction
Priority says its special committee of independent and disinterested directors unanimously recommended the transaction.
According to the company, the special committee reviewed and valued the transaction and negotiated with Priore and his affiliates, with assistance from independent legal and financial advisers.
The board subsequently approved the transaction after receiving the special committee’s unanimous recommendation.
Michael Passilla, chairman of the special committee, said when the transaction was announced that the committee believes the agreement provides “compelling and certain value” to Priority’s unaffiliated shareholders.
That statement represents the special committee’s assessment of the deal. The law firms announcing investigations are separately examining whether the transaction and the process leading to it adequately protect public shareholders.
Priore group controls about 61.4% of shares
Priore and the other supporting shareholders already control a substantial portion of Priority.
Priority’s Sept. 21 SEC filing states that Priore, certain affiliates and other supporting shareholders collectively own approximately 61.4% of the company’s outstanding common stock.
Those shareholders entered into support agreements related to the merger.
Under those agreements, the supporting shareholders agreed, among other things, to vote their shares in favor of adopting the merger agreement and approving the merger, and against competing acquisition proposals that could interfere with or delay the transaction.
They also agreed to contribute their Priority shares immediately before the merger becomes effective in exchange for equity interests in the entity that will ultimately own Priority.
That structure means the supporting shareholders are rolling their existing interests into the privately held company rather than receiving the $8.05 cash consideration applicable to eligible public shares.
The significant ownership position of Priore and the supporting shareholders is one circumstance surrounding the transaction that makes the independent review process and minority-shareholder approval condition particularly relevant.
It does not, by itself, establish that the transaction is unfair or improper.
Unaffiliated shareholders must approve deal
Despite the supporting shareholders’ approximately 61.4% ownership, their shares alone cannot satisfy all shareholder-approval requirements necessary to complete the transaction.
Priority says completion is subject to customary closing conditions, including approval by holders of a majority of the company’s common stock not affiliated with the investor group.
The requirement provides unaffiliated shareholders with a separate vote on the transaction.
Priority said the merger is expected to close during the first half of 2027, assuming it obtains the required shareholder and regulatory approvals and satisfies the other closing conditions.
The company cautions in its SEC filings that there can be no assurance the merger will be completed on the currently anticipated timetable or at all.
If completed, Priority would become a privately held company, and its common stock would no longer be listed or traded on the Nasdaq Global Select Market.
Monteverde examines proposed transaction
Monteverde & Associates announced its investigation Sept. 24.
The firm said its inquiry relates to Priority’s sale to affiliates of Priore and highlighted the $8.05-per-share consideration while asking whether the proposed transaction represents a fair deal.
Monteverde’s announcement is an attorney advertisement seeking contact with Priority shareholders.
It does not allege that a court has determined the transaction is unfair, nor does the announcement establish that Priority or its directors committed wrongdoing.
Johnson Fistel examines board’s conduct
Johnson Fistel PLLP has also launched an investigation involving the proposed sale.
The firm says it is examining whether Priority board members breached their fiduciary duties in connection with the transaction.
Johnson Fistel has specifically raised questions about whether Priority conducted a fair process, whether the proposed transaction undervalues the company, and whether potential conflicts associated with a CEO-led transaction were adequately addressed.
Those are matters the firm says it is investigating and are not established findings.
Brodsky & Smith investigates potential claims
Brodsky & Smith announced an investigation Sept. 22 concerning potential claims against Priority’s board.
The firm says it is examining possible breaches of fiduciary duty and potential violations of federal or state law related to the sale.
Its investigation includes whether Priority’s board conducted a fair process and whether shareholders are receiving fair value.
Again, those are questions raised by the investigating attorneys, not findings made by a court or regulator.
Halper Sadeh questions price and process
Halper Sadeh LLC announced an investigation Sept. 21 involving the proposed $8.05-per-share transaction.
The firm says it is examining whether Priority and its board obtained the best possible price, conducted a fair sales process without improper conflicts, and disclosed material information shareholders need to evaluate the proposed transaction.
Halper Sadeh also stated that insiders may receive financial benefits unavailable to ordinary shareholders.
That characterization comes from the law firm and should not be interpreted as an independent finding that any benefit is improper.
The underlying SEC filing confirms that Priore and supporting shareholders are rolling their shares into the post-merger ownership structure.
Other firms scrutinize Priority transaction
Additional shareholder-rights firms have also announced investigations relating to the proposed take-private transaction.
The existence of several law-firm investigations does not establish the merits of any potential legal claim. Shareholder law firms routinely investigate announced mergers and acquisitions to determine whether potential claims exist concerning price, process, disclosures or directors’ duties.
Whether any of the current Priority investigations develop into litigation will depend on the individual firms’ findings, shareholder participation, subsequent disclosures and other circumstances.
As of Sept. 24, the current announcements reviewed for this report describe investigations rather than judicial findings concerning the fairness of the $8.05 transaction.
Transaction is not subject to financing condition
Priority also disclosed how it expects to finance the acquisition.
The company says it is financing the transaction in part through equity commitments from funds advised by Searchlight Capital Partners LP.
SEC disclosures indicate equity commitments of up to $160 million, with additional funding expected through borrowings under Priority’s existing credit arrangements and available company cash.
Importantly, Priority says the merger is not subject to a financing condition.
That means the merger agreement does not give the buyer a general right to abandon the transaction simply because it cannot obtain financing, although completion remains subject to the conditions in the merger agreement.
Shareholders await additional SEC disclosures
The merger process is far from complete, and additional disclosures are expected.
Priority has said it will file a proxy statement with the SEC in connection with the transaction, with a definitive version to be sent or otherwise provided to shareholders.
Because the transaction is a going-private deal involving Priority’s chairman, CEO and majority shareholder, the company has also indicated that transaction-related SEC materials will include the required going-private disclosures.
Those filings could provide shareholders with substantially more information concerning the history of negotiations, financial analyses, special committee deliberations, potential conflicts, valuation considerations, and reasons supporting the committee’s recommendation.
The proxy materials will also contain information relevant to the shareholder vote.
Investors evaluating the proposed merger will therefore have more information available before being asked to make a final voting decision.
Investigation does not mean wrongdoing occurred
The distinction between an investigation and litigation is particularly important in reporting the current Priority situation.
A shareholder-rights law firm’s announcement that it is investigating a merger does not mean it has filed a lawsuit.
It also does not establish that Priority’s directors breached their fiduciary duties, that federal securities laws were violated, that the $8.05 consideration is inadequate or that Priore’s investor group acted improperly.
The law firms are examining whether potential claims exist.
Priority, meanwhile, says an independent and disinterested special committee reviewed the proposal, conducted valuation work and negotiated extensively with the investor group before unanimously recommending the transaction.
The company also points to the increase from the original $6-to-$6.15 proposal to $8.05 and the premiums represented by the final consideration.
Those facts provide shareholders with the company’s explanation for why its board approved the transaction, while the investigations represent attorneys’ examination of whether the process and final terms adequately protected unaffiliated shareholders.
What happens next for Priority shareholders
Several developments will determine what happens from here.
Priority must proceed through the regulatory and shareholder-approval process. Additional SEC disclosures will provide more details about the negotiations and valuation work behind the transaction. Unaffiliated shareholders will eventually have the opportunity to vote on the proposed merger.
Meanwhile, the law firms investigating the transaction can continue evaluating the agreement, disclosures, and conduct of the parties involved.
If a firm later files a shareholder complaint, that would represent a separate legal development from the investigations now underway. Any such complaint would contain allegations that would need to be evaluated independently, and the defendants would have an opportunity to respond.
For now, the verified development is narrower: multiple shareholder-rights law firms are investigating Priority Technology Holdings’ proposed $8.05-per-share take-private transaction led by Chairman and CEO Thomas C. Priore.
Priority says its independent special committee negotiated a substantial increase from the original offer and unanimously concluded that the final agreement provides compelling and certain value to unaffiliated shareholders.
The investigating firms are examining whether the price, process, and disclosures sufficiently protect those shareholders.
The existence of the investigations alone should not be taken as evidence of wrongdoing.
Disclosure: This article reports on shareholder-rights investigations and a pending corporate transaction. An investigation is not a finding of wrongdoing. Allegations, concerns, and questions raised by law firms have not been established as fact, and no court finding concerning wrongdoing should be inferred from the investigation announcements discussed in this report.
Investor Notice: This article is provided for news and informational purposes only. It is not investment, financial, or legal advice. Investors should review Priority Technology Holdings’ filings with the U.S. Securities and Exchange Commission, including forthcoming merger-related materials, before making investment or voting decisions.
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