Priority Technology Holdings, Inc.PRTH
Priority Technology Holdings, Inc. Debt Disclosure
Debt Obligations
Outstanding debt obligations consisted of the following:
| (in thousands) | December 31, 2025 | December 31, 2024 | |||||||||
| 2024 Credit Agreement | |||||||||||
Term facility - matures July 31, 2032, interest rate of 7.47% and 9.11% at December 31, 2025 and 2024, respectively | $ | 1,020,000 | $ | 945,537 | |||||||
Revolving credit facility - $100.0 million line matures July 31, 2030, interest rate of 7.22% and 8.61% at December 31, 2025 and 2024, respectively | — | — | |||||||||
| Residual Finance credit facility | |||||||||||
Delayed draw term facility - matures August 18, 2031, interest rate of 9.98% at December 31, 2025 | 35,394 | — | |||||||||
| Total debt obligations | 1,055,394 | 945,537 | |||||||||
| Less: current portion of long-term debt | — | (9,503) | |||||||||
| Less: unamortized debt discounts and deferred financing costs | (16,036) | (15,146) | |||||||||
| Long-term debt, net | $ | 1,039,358 | $ | 920,888 | |||||||
Contractual Maturities
Based on terms and conditions existing at December 31, 2025, future minimum principal payments for long-term debt are as follows:
| (in thousands) | Residual Finance credit facility | 2024 Credit Agreement | Revolving Credit Facility | |||||||||||||||||||||||
| December 31, | Total Principal Due | |||||||||||||||||||||||||
| 2026 | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
| 2027 | — | 8,288 | — | 8,288 | ||||||||||||||||||||||
| 2028 | — | 10,350 | — | 10,350 | ||||||||||||||||||||||
| 2029 | — | 10,350 | — | 10,350 | ||||||||||||||||||||||
| 2030 | — | 10,350 | — | 10,350 | ||||||||||||||||||||||
| Thereafter | 35,394 | 980,662 | — | 1,016,056 | ||||||||||||||||||||||
| Total | $ | 35,394 | $ | 1,020,000 | $ | — | $ | 1,055,394 | ||||||||||||||||||
Additionally, the Company may be obligated to make certain additional mandatory prepayments after the end of each year based on excess cash flow, as defined in the 2024 Credit Agreement.
2024 Credit Agreement
On May 16, 2024, the Company entered into a Credit Agreement ("2024 Credit Agreement") which provides 1) a $835.0 million senior secured first lien term loan facility ; and 2) a $70.0 million senior secured revolving facility ("Credit facilities"). Proceeds from these Credit facilities were used to repay the outstanding balances under the 2021 Credit Agreement and redeem a portion of the Company's redeemable senior preferred stock which was fully redeemed in 2024. In accordance with ASC 470, the Company determined on a creditor-by-creditor basis that the 2024 Credit Agreement was both a debt modification and extinguishment of the 2021 Credit Agreement.
The Company expensed $3.9 million of previously unamortized fees and $4.8 million of debt issuance costs related to the refinancing which is reported in debt extinguishment and modification in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss).
Outstanding borrowings under the Credit agreement accrue interest using a base rate or a SOFR rate plus an applicable margin per year, subject to a SOFR rate floor of 0.50% per year. The revolving credit facility incurs an unused commitment fee on any undrawn amount in an amount equal to 0.50% per year of the unused portion. The future applicable interest rate margins may vary based on the Company's Total Net Leverage Ratio in addition to future changes in the underlying market rates for SOFR and the rate used for base-rate borrowings.
Second Amendment to the 2024 Credit Agreement
On July 31, 2025, the Company amended the 2024 Credit Agreement to incorporate the following:
•Term facility: The amendment increased the principal balance from $935.5 million to $1.0 billion, increased quarterly principal payments from $2.4 million to $2.5 million, extended the maturity date from May 2031 to July 2032 and decreased the margin rate from 4.75% to 3.75%.
•Revolving credit facility: The amendment increased the credit commitment from $70.0 million to $100.0 million, extended the maturity date from May 2029 to July 2030 and decreased the margin rate from 4.25% to 3.50%.
Proceeds from the increase in the term facility was primarily used for the acquisitions in Note 2. Acquisitions. In accordance with ASC 470, the Company determined on a creditor-by-creditor basis that the amendment was both a debt extinguishment and modification. The Company expensed $2.3 million of previously unamortized fees and $4.1 million of debt issuance costs related to the refinancing which is reported in debt extinguishment and modification on the Company's Consolidated Statements of Operations and Comprehensive Income (Loss). Also reported in debt extinguishment and modification on the Company's Consolidated Statements of Operations and Comprehensive Income (Loss) is the acceleration and payout of $6.9 million of deferred consideration for Plastiq (see Note 16. Commitments and Contingencies) and the $0.8 million gain on the extinguishment of a loan.
Third Amendment to the 2024 Credit Agreement
On October 1, 2025, the Company amended the 2024 Credit Agreement to incorporate the following:
•Term facility: The amendment increased the principal balance of the term loan from $1.0 billion to $1.04 billion through a single lender draw and increased quarterly principal payments from $2.5 million to $2.6 million. All other material terms of the term facility remained unchanged.
Proceeds from the increase in the term facility, net of fees and accrued interest, were approximately $34.7 million and were primarily used to fund a portion of the acquisition of 100% of the assets of DMS, see Note 2. Acquisitions, as well as related transaction fees and expenses.
In accordance with ASC 470, the Company determined that the amendment represents a debt modification. As the terms of the
Credit Agreement remained unchanged other than the increase in principal, previously unamortized debt issuance costs and original issue discount continue to be amortized over the remaining term of the loan. Debt issuance costs and original issue discount associated with the incremental borrowing were capitalized as a reduction of the related debt balance and are being amortized over the remaining term of the loan. The amendment was not considered a troubled debt restructuring.
Residual Finance Credit Facility
On August 18, 2025, a wholly owned subsidiary of the Company not restricted by the 2024 Credit Agreement, Priority Finance SPV, LLC ("Finance SPV") entered into an agreement ("Residual Finance credit facility") which provides a delayed draw term loan facility with a total commitment of $50.0 million of which Finance SPV has drawn $35.4 million. The agreement also provides an accordion feature to increase the commitment by an aggregate amount not to exceed $75.0 million such that the total commitment may equal, but not exceed, $125.0 million. The purpose of this credit facility is to fund certain residual purchases and loans to ISOs and ISVs.
Outstanding borrowings under the Residual Finance credit facility accrue interest using a SOFR rate plus an applicable margin per year, equal to 6.25%, subject to a SOFR rate floor of 2.0% per year. Unused commitments are subject to a unused commitment fee on any undrawn amount equal to 1.0% per year of the unused portion.
Interest Expense and Amortization of Deferred Loan Costs and Discounts
Deferred financing costs and debt discounts are amortized using the effective interest method over the remaining term of the respective debt and are recorded as a component of interest expense. Unamortized deferred financing costs and debt discount are included in long-term debt on the Company's Consolidated Balance Sheets.
| Twelve Months Ended December 31, | ||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | |||||||||||||||||
Interest expense(1)(2) | $ | 90,654 | $ | 88,948 | $ | 76,108 | ||||||||||||||
(1)Included in this amount is $2.7 million, $4.3 million and $1.7 million of interest expense related to the accretion of deferred consideration for the years ended December 31, 2025, 2024 and 2023.
(2)Interest expense included amortization of deferred financing costs and debt discounts of $1.8 million, $2.7 million and $3.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Debt Covenants
The 2024 Credit Agreement contains representations and warranties, financial and collateral requirements, mandatory payment events, events of default and affirmative and negative covenants, including without limitation, covenants that restrict among other things, the ability to create liens, pay dividends or distribute assets from the loan parties to the Company, merge or consolidate, dispose of assets, incur additional indebtedness, make certain investments or acquisitions, enter into certain transactions (including with affiliates) and to enter into certain leases. All of the assets of the company are pledged as collateral for the credit facilities under the 2024 Credit Agreement.
If the aggregate principal amount of outstanding revolving loans and letters of credit under the 2024 Credit Agreement exceeds 35% of the total revolving credit facility thereunder at quarter end, the Company is required to comply with certain restrictions on its Total Net Leverage Ratio. If applicable, the maximum permitted Total Net Leverage Ratio is: 1) 6.90:1.00 at each fiscal quarter ended September 30, 2025 through March 31, 2026; 2) 6.40:1.00 at each fiscal quarter ended June 30, 2026 and each fiscal quarter thereafter. As of December 31, 2025, the Company was in compliance with the covenants in the 2024 Credit Agreement.
The Residual Finance credit facility contains customary representations and warranties, financial and collateral requirements, mandatory payment events, events of default and affirmative and negative covenants, including without limitation, covenants that restrict among other things, the ability to create liens, pay dividends or distribute assets from the Loan Parties to the
Company, merge or consolidate, dispose of assets, incur additional indebtedness, make certain investments or acquisitions, and enter into certain transactions (including with affiliates).
The Residual Finance Credit Facility requires Finance SPV to comply with certain restrictions including minimum liquidity of $2.0 million, minimum tangible net worth of $5.0 million, maximum default ratio of 2.5%, maximum delinquency ratio of 5.0%, and a minimum excess spread ratio of 1.00 to 1.00. As of December 31, 2025, Finance SPV was in compliance with the restrictions in the agreement.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 10, 2026 | Showing above |
| 2024 | Mar 6, 2025 | |
| 2023 | Mar 12, 2024 | |
| 2022 | Mar 23, 2023 | |
| 2021 | Mar 17, 2022 | |
| 2020 | Mar 31, 2021 | |
| 2019 | Mar 30, 2020 | |
| 2018 | Mar 29, 2019 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.