Priority Technology Holdings, Inc. (NASDAQ: PRTH) is exploring a potential privatization move after receiving a preliminary, non-binding take-private proposal from its Chairman and CEO, Thomas Priore. The company announced that a Special Committee of independent and disinterested directors has been tasked with evaluating the offer and other strategic alternatives.

To support this evaluation, the committee has retained Barclays as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP as independent legal counsel.

Special Committee Formed to Ensure Independence

The move follows Priority’s earlier announcement regarding Priore’s proposal dated November 9, 2025. By forming a Special Committee, the company aims to provide independent oversight, ensuring that any potential transaction is assessed objectively and in the best interests of all shareholders.

The committee has not set a timetable for completing its evaluation, signaling that the process may take time as it examines both the offer and alternative strategic options, such as continued public operation or alternative financing/partnership arrangements.

No Guarantees Yet

At this stage, Priority cautions that there is no assurance a definitive agreement will be reached. The company emphasized that further disclosures will only be made if appropriate or required by regulatory obligations.

While take-private deals have been a recurring theme in tech and fintech markets—often driven by investors seeking greater operational flexibility outside the scrutiny of public markets—Priority’s situation underscores the careful consideration required when a company’s own leadership is involved in a buyout proposal.

Market and Strategic Context

Privatization offers can provide companies with strategic benefits, including:

• Greater operational flexibility and long-term planning outside public reporting pressures
• Potential for restructuring or refocusing core business segments
• Opportunities to streamline governance and reduce shareholder distractions

However, the involvement of a current executive in a take-private bid raises governance and conflict-of-interest considerations, which explains the reliance on a fully independent Special Committee with top-tier legal and financial advisors.

Barclays and Paul Weiss bring both capital markets and transactional expertise, ensuring the committee can critically evaluate Priore’s proposal and weigh any alternative strategies.

What Investors Should Watch

• Committee Process: Investors will monitor the thoroughness and independence of the Special Committee’s evaluation.
• Market Reaction: Any public speculation or media reports may influence Priority’s stock performance.
• Definitive Offer: Until a binding offer is made, shareholder outcomes remain uncertain.
• Alternative Strategies: The committee may recommend other strategic options that could maximize shareholder value, including partial privatization, strategic partnerships, or continued public operation.

Take-private deals led by insiders often attract scrutiny from regulators and shareholders alike. Priority’s careful, methodical approach may help preempt governance concerns while exploring potential value-creation strategies.

Bottom Line

Priority Technology is at a crossroads. The Special Committee’s evaluation of the non-binding take-private offer by Chairman Thomas Priore will shape the company’s strategic direction, though the outcome remains uncertain. Investors and market watchers will be paying close attention as the process unfolds, particularly given the leadership’s involvement and the potential implications for corporate governance in the tech sector.