Priority Technology Holdings, which operates as Priority Commerce, reported higher revenue and adjusted EBITDA for the third quarter of 2026, but lower operating income and net income. The company also reiterated that affiliates of WD Capital Partners plan to take it private for $8.05 per share in cash.
The proposed transaction is expected to close in the first half of 2027, subject to shareholder and regulatory approvals and other customary closing conditions. With the deal pending, Priority will no longer provide financial guidance or hold quarterly earnings calls.
Third-quarter results
Compared with the same quarter last year:
- Revenue rose 11.3% to $268.6 million, including organic growth of 9.2%.
- Gross profit increased 8.1% to $97.0 million. Adjusted gross profit, a non-GAAP measure, rose 8.4% to $102.7 million.
- Margins narrowed: gross profit margin fell to 36.1% from 37.2%, while adjusted gross profit margin declined to 38.2% from 39.2%.
- Operating income fell 5.0% to $35.9 million.
- Net income dropped 55.7% to $12.2 million, and diluted earnings per share declined to $0.14 from $0.34.
- Adjusted EBITDA increased 5.5% to $60.9 million. Adjusted diluted earnings per share rose 7.1% to $0.30 from $0.28.
Take-private transaction and outlook
- Under the previously announced agreement, certain WD Capital Partners affiliates would acquire Priority’s outstanding common stock for $8.05 per share in cash. Priority would then become privately held.
- The company expects the deal to close in the first half of 2027. Completion depends on Priority shareholder approval, required regulatory approvals and other customary conditions.
- Because the transaction is pending, Priority will not issue new guidance or update guidance issued previously. It also will not hold an earnings call or webcast for the third quarter, and does not expect to hold them for future quarters. Earnings materials remain available on its investor relations website.
The quarter showed revenue growth alongside weaker reported profitability: net income and operating income declined, while adjusted EBITDA and adjusted earnings per share increased. If the transaction closes as planned, shareholders would receive cash consideration and the company would leave the public markets.