Core Points - Kaskela Law LLC has initiated an investigation into Priority Technology Holdings, Inc. (NASDAQ: PRTH) on behalf of long-term shareholders [1] - The investigation aims to determine if Priority and its officers and directors violated securities laws or breached fiduciary duties related to recent corporate actions [2] Company Performance - Since February 2025, Priority's stock price has dropped from over $12.00 per share to below $6.00 per share, representing a decline of over 50% [2]

Core Viewpoint - Buckley Capital Advisors opposes the non-binding proposal from CEO Thomas Priore to take Priority Technology Holdings private, arguing that the offer undervalues the company and does not fairly compensate minority shareholders [2][4][11] Company Valuation - The proposed acquisition price of $6.00 to $6.15 per share is seen as opportunistic and significantly below the intrinsic value of Priority Technology Holdings, which is estimated to be between $15 to $20 per share [3][8][10] - The current share price is approximately half of the company's recent trading price earlier in the year and well below 50% of its intrinsic value [3][6] Financial Performance - Priority Technology is projected to report earnings per share of about $1.30 in 2026, with the proposed offer valuing the company at less than 5 times its anticipated earnings [6][8] - The company has a high adjusted EBITDA margin of approximately 24% and over 90% of its business is recurring or reoccurring, indicating a predictable business model [5][6] Strategic Alternatives - Buckley Capital Advisors urges the Special Committee of the Board to conduct a full and transparent review of strategic alternatives, including a potential sale or continuing as a publicly-listed company [2][11] - The analysis suggests that the company is well-positioned within the financial services and payments industry, benefiting from strong free cash flow and high profitability [5][9] Market Comparisons - A comparative analysis indicates that Priority Technology is growing faster than many of its peers, with a valuation disconnect highlighted by recent M&A transactions in the financial payments industry [8][9] - Recent private market transactions in the industry have seen acquisition targets valued at significantly higher multiples than the proposed offer for Priority Technology [8][10]

Core Viewpoint - Kehoe Law Firm, P.C. is investigating potential breaches of fiduciary duties by certain board members and executive officers of Priority Technology Holdings, Inc. in relation to a proposal to take the company private at a price below market value [1][2]. Group 1: Investigation Details - The investigation centers on a proposal by CEO Thomas Priore to acquire publicly held shares of Priority Technology for $6.00-$6.15 per share [2]. - This proposed price is significantly lower than the company's 52-week average price of $8.19 and high price of $12.47, as well as below the average and high Street price targets of $10.80 and $13.00, respectively [3]. Group 2: Company Background - Priority Technology Holdings, Inc. is publicly traded on NASDAQ under the ticker PRTH [2]. - Kehoe Law Firm, P.C. is a recognized plaintiff-side class action firm that focuses on protecting investors and consumers from fraud and misconduct, having recovered over $10 billion for investors [3][4].

Core Points - Priority Technology Holdings, Inc. has formed a special committee of independent and disinterested directors to evaluate a proposal from Thomas Priore, the Company's Chairman and CEO, to acquire all outstanding shares of Priority's common stock that he does not already own for cash consideration [1] Group 1 - The special committee is authorized to assess the preliminary, non-binding proposal dated November 9, 2025 [1] - The proposal involves acquiring shares that are not currently owned by Thomas Priore [1] - The formation of the committee indicates a structured approach to evaluating potential acquisition offers [1]

Core Viewpoint - Kaskela Law LLC is investigating Priority Technology Holdings, Inc. due to a significant decline in its stock value, which has dropped over 50% since February 2025 [1][2]. Group 1: Stock Performance - Priority's common stock has decreased from over $12.00 per share to less than $6.00 per share, representing a cumulative decline of over 50% in value [1]. Group 2: Legal Investigation - The investigation aims to determine if Priority and its officers and directors violated securities laws or breached fiduciary duties related to recent corporate actions [2]. - Shareholders of Priority are encouraged to contact Kaskela Law LLC for more information regarding their legal rights and options [2].

Core Insights - Priority Technology Holdings experienced slower growth in its Merchant Solutions segment due to macroeconomic factors affecting various industries, including restaurants, construction, and wholesale trade [1][4][5] - The revenue growth in the Merchant Solutions segment slowed to 2% year over year, while the Payables and Treasury Solutions segments saw growth rates of 14% and 18%, respectively [2] - The company rebranded its operating segments to better reflect their solutions and customer base, changing SMB, B2B, and Enterprise to Merchant Solutions, Payables, and Treasury Solutions [3] Segment Performance - In the Merchant Solutions segment, same-store sales decelerated across multiple areas, although merchant attrition remained stable, indicating that macroeconomic factors are influencing performance [4] - The Chief Financial Officer noted that the slower growth in the Merchant Solutions segment's core portfolio was largely due to a decline in consumer spending in specific verticals [5] Strategic Acquisitions - During the third quarter, Priority made two significant acquisitions: Boom Commerce and Dealer Merchant Services (DMS), enhancing its capabilities in the automotive commerce sector [6][7] - The acquisition of Boom Commerce is expected to strengthen sales and expand distribution partnerships, while DMS will support the company's strategy in integrated payments and treasury solutions [7]

Core Viewpoint - Trailbreaker Resources Ltd. has amended an option agreement for a mineral claim at its Atsutla Gold project in British Columbia, which is aimed at enhancing its exploration efforts and shareholder value [1][4]. Agreement Details - The initial Option Agreement, signed on November 21, 2022, allowed Trailbreaker to earn a 100% interest in the 'Golden Echelon' claim block, covering 132 hectares, through staged share issuances totaling 80,000 common shares and a one-time cash payment of $25,000 [2][3]. - The amended agreement, signed on November 3, 2025, modifies the share issuance schedule and is subject to approval from the TSX Venture Exchange [4][5]. Share Issuance Schedule - Under the amended agreement, the share issuance includes: - 10,000 common shares upon TSX Venture Exchange approval - 10,000 common shares by November 16, 2023 - 10,000 common shares by November 16, 2024 - 50,000 common shares and a $25,000 cash payment by November 16, 2025 [5]. - Additional terms include issuing 25,000 common shares by November 16, 2025, and either paying $25,000 and issuing 50,000 common shares or issuing 175,000 common shares by May 16, 2026 [6]. Company Overview - Trailbreaker Resources is focused on mining exploration in British Columbia and Yukon Territory, Canada, with a commitment to continuous exploration and maintaining a portfolio of quality mineral properties [4]. - The company is led by an experienced management team with a proven track record in exploration and development across various regions including Yukon, British Columbia, Alaska, and Nevada [4].

Financial Performance and Key Metrics Changes - Priority reported a 6% increase in net revenue, with adjusted gross profit and adjusted EBITDA growing by 10% and 6% respectively [5][9] - Adjusted EPS increased by $0.10, or 56% year-over-year, reaching $0.28 in Q3 [5] - The company ended Q3 with over 1.7 million customer accounts, up from 1.4 million in the previous quarter [6] - Annual transaction volume increased by nearly $4 billion to $144 billion, with average account balances improving by almost $200 million to $1.6 billion [6][10] - Adjusted gross profit margin improved to 39.2%, a 140 basis point increase from the prior year [10] Business Segment Performance Changes - Merchant Solutions revenue grew by 2% to $161.9 million, with core portfolio growth of 4% and contributions from Boom Commerce [19] - Payables segment revenue increased by 13.6% to $25.2 million, with buyer-funded revenues growing by 11.8% and supplier-funded revenues by 21.3% [20] - Treasury Solutions revenue rose by 18.2% to $55.7 million, driven by strong enrollment trends and increased billed clients [22] - Payables and Treasury Solutions accounted for nearly 63% of adjusted gross profit, reflecting a strategic shift towards higher-margin segments [18] Market Data and Key Metrics Changes - The company experienced stable merchant attrition, indicating macroeconomic factors affecting spending [6] - Revenue growth expectations for the full year were revised down to 8-10%, from a previous range of 10-12.5% [7] - The company raised the low end of its full-year gross profit guidance to $370 million, while adjusted EBITDA guidance was slightly improved to $223 million-$228 million [7][29] Company Strategy and Industry Competition - The company is focusing on expanding its commerce platform and enhancing its service offerings in higher-margin segments [12][13] - Recent acquisitions, including Boom Commerce and Dealer Merchant Services, are aimed at strengthening capabilities in automotive commerce and expanding distribution [14] - The reclassification of operating segments to Merchant Solutions, Payables, and Treasury Solutions reflects the evolving business mix and client base [8] Management's Comments on Operating Environment and Future Outlook - Management noted that Q3 was not among the best performing quarters, but emphasized internal growth and strategic investments [31] - The company is committed to maintaining cost discipline while investing in higher growth segments [13][32] - Preliminary expectations for 2026 include high single-digit revenue growth and adjusted gross margins expanding by 75 to 100 basis points [30][60] Other Important Information - The company generated $29 million in free cash flow for the quarter, totaling $71 million year-to-date [27] - Debt at the end of the quarter was $1 billion, with $157 million of available equity [25] - The company is focused on debt reduction while evaluating strategic acquisition opportunities [28] Q&A Session Summary Question: When did the company start seeing same-store sales weakness? - Management noted that signs of weakness began in August and accelerated in September, particularly in the restaurant, construction, and wholesale trade sectors [35][36] Question: What was the impact of lower revenue from specialized acquiring and historical residual purchases? - The impact was approximately $2 million on a year-over-year basis, down from $4.5 million in the first half of the year [38] Question: How much of the Merchant Solutions segment is still in specialized acquiring? - Specialized acquiring has grown quarter over quarter, but it remains a year-over-year headwind [54] Question: What drives the acceleration in gross profit guidance for Q4? - The acceleration is driven by higher organic growth in the Merchant Solutions segment and the full quarter impact of recent acquisitions [58]

November 2025 R: 0 G: 62 B: 41 R: 1 G: 39 B: 26 R: 254 G: 109 B: 18 R: 255 G: 255 B: 255 Priority Technology Holdings, Inc. (Nasdaq: PRTH) Supplemental Slides: Q3 2025 Earnings Call R: 231 G: 229 B: 170 R: 166 G: 166 B: 166 R: 117 G: 209 B: 208 R: 131 G: 201 B: 126 R: 37 G: 37 B: 37 Disclaimer Important Notice Regarding Forward-Looking Statements and Non-GAAP Measures This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such stat ...

Core Insights - Priority Technology (PRTH) reported quarterly earnings of $0.28 per share, missing the Zacks Consensus Estimate of $0.30 per share, but showing an increase from $0.07 per share a year ago, resulting in an earnings surprise of -6.67% [1] - The company posted revenues of $241.44 million for the quarter ended September 2025, which was 4.63% below the Zacks Consensus Estimate, and an increase from $227.05 million year-over-year [2] - Priority Technology shares have declined approximately 40.9% year-to-date, contrasting with the S&P 500's gain of 15.6% [3] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is $0.30, with expected revenues of $261.13 million, and for the current fiscal year, the EPS estimate is $1.06 on revenues of $978.73 million [7] - The estimate revisions trend for Priority Technology was favorable prior to the earnings release, resulting in a Zacks Rank 2 (Buy) for the stock, indicating expected outperformance in the near future [6] Industry Context - The Technology Services industry, to which Priority Technology belongs, is currently ranked in the top 38% of over 250 Zacks industries, suggesting that stocks in the top 50% outperform those in the bottom 50% by more than 2 to 1 [8]