Priority's Private Path: Chairman's Bid Puts Governance on Trial

ALPHARETTA, GA – December 08, 2025 – The boardroom at Priority Technology Holdings, Inc. (NASDAQ: PRTH) has become the latest arena for a high-stakes debate on corporate governance and shareholder value. The fintech company recently announced that a special committee of its board has retained powerhouse advisors—Barclays for financial guidance and Paul, Weiss for legal counsel—to scrutinize a take-private proposal. The twist? The offer comes from an investor group led by the company’s own Chairman and CEO, Thomas Priore.

This move signals a critical juncture for the payments and banking solutions provider. While insider-led buyouts are not uncommon, they invariably place a company's governance framework under a microscope. With the Special Committee now armed with independent experts, minority shareholders are watching closely to see whether the process will prioritize their interests or those of the executive leading the charge.

The Offer on the Table

The preliminary, non-binding proposal, dated November 9, 2025, outlines a cash offer in the range of $6.00 to $6.15 per share. This values Priority at an equity total of approximately $510 million to $520 million and represents a significant 23% to 26% premium over the company’s closing stock price the day before the offer became public. Following the news, Priority's stock surged nearly 14% in premarket trading, reflecting initial market optimism.

In his proposal, Mr. Priore argued that the public markets have “consistently undervalued” the company, despite its robust recurring revenue model and consistent cash flow generation. He believes that operating as a private entity would allow Priority to “thrive” and deliver “immediate, certain and compelling value to minority shareholders.” The bid is structured to be funded by a mix of equity and new debt, with Mr. Priore expressing high confidence in securing the necessary capital, stating the deal is not subject to a financing contingency. This assertion aims to project strength and certainty in a process that is, by its nature, anything but certain.

A Question of Value and Timing

While the proposed premium appears attractive on the surface, the offer’s fairness is a matter of intense debate, fueled by the company's mixed financial picture and the timing of the bid. In the second quarter of 2025, Priority exceeded analyst expectations, with revenue climbing 9% year-over-year. However, the most recent third-quarter results, reported just days before the proposal, missed analyst consensus on both revenue and earnings per share, contributing to a stock price decline.

This dip has not gone unnoticed. Some activist shareholders have publicly voiced their opposition, with one influential firm holding a 2.2% stake declaring the offer an undervaluation of the company. Another investment group criticized the timing, pointing out the bid came after a 30% drop in the stock price from its recent highs and formally requested the independent committee to explore all strategic alternatives beyond the current proposal.

Valuation metrics present a complex picture. An analyst report from Keefe, Bruyette & Woods issued shortly after the proposal set a price target of $6.00, aligning perfectly with the lower end of the bid. However, the broader analyst consensus price target, while recently lowered from $11.40, still sits at $10.20—well above the offer range. This discrepancy highlights the core challenge for the Special Committee: determining Priority’s true intrinsic value, independent of recent market volatility and the CEO’s own assessment.

Navigating a Minefield of Corporate Governance

The central conflict in this saga is clear: Thomas Priore wears two hats. As Chairman and CEO, his fiduciary duty is to maximize value for all shareholders. As the lead bidder in a take-private attempt, his goal is to acquire the company at the most advantageous price for his investor group. This inherent tension is amplified by his substantial ownership, reported to be over 58% of the company's outstanding shares, giving him immense influence.

This is precisely why the establishment of a Special Committee composed of “independent and disinterested directors” is a critical procedural safeguard. By retaining its own top-tier financial and legal advisors, the committee is creating the necessary barrier between its evaluation process and the influence of company management. Its mandate is not simply to accept or reject Priore’s offer, but to conduct a thorough review of all potential strategic alternatives that could deliver superior value to the public shareholders it represents.

The company’s statement that it “has not set a definitive timetable for completion of its evaluation” is standard but important language. It signals to the market that the committee intends to conduct a deliberate and exhaustive process, rather than rushing to a conclusion. The integrity of this process is paramount, as it will determine whether minority investors receive a fair exit or are left feeling that the company was sold out from under them by the very person appointed to lead it.

The Lure of the Private Markets

Priority’s situation is not occurring in a vacuum. It is emblematic of a broader trend across the technology sector, where an increasing number of public companies are opting for the shelter of private ownership. In the first half of 2025 alone, technology firms were the target of 22% of all North American buyouts, as private equity and strategic buyers seek to capitalize on what they perceive as undervalued assets.

The motivations are compelling. Going private frees a company from the relentless pressure of quarterly earnings reports, the high costs of public company compliance, and the whims of market volatility. It allows management to make long-term strategic investments in innovation and growth—such as fully building out Priority's “Connected Commerce” platform—without facing immediate scrutiny from public investors. For a company like Priority, which operates in the hyper-competitive fintech space, the ability to pivot and invest without public market distraction could be a significant strategic advantage.

As the Special Committee at Priority Technology Holdings continues its evaluation, its decision will reverberate beyond the company's shareholders. It will serve as another key data point in the ongoing debate about the pros and cons of public versus private ownership and a case study in how boards navigate the complex conflicts that arise when corporate insiders decide they want to own it all.