Priority Commerce Will Not Issue New Guidance After WD Capital Deal

The Tip Desk · November 11, 2026 · 3 min read

Third-quarter revenue reached $268.6 million, up 11.3%, as the company said it would not issue forward-looking guidance after agreeing to be acquired for $8.05 a share.

Priority Technology Holdings (PRTH), a payments and banking company, reported third-quarter 2026 revenue of $268.6 million, up 11.3% from $241.4 million a year earlier, including 9.2% organic growth.

The company said it would not provide forward-looking guidance or host an earnings call for the quarter, or for future periods, after agreeing on Sept. 21 to be taken private by affiliates of WD Capital Partners Parent Inc. for $8.05 a share in cash. It expects to close in the first half of 2027, subject to stockholder approval and regulatory clearances.

That decision not to issue new guidance or update previously issued ranges is the quarter’s defining turn. In the second quarter, Priority Commerce had affirmed full-year 2026 guidance of $1.01 billion to $1.04 billion in revenue, $405 million to $425 million in adjusted gross profit, and $230 million to $245 million in adjusted EBITDA. With the merger pending, it no longer issued those ranges or any update to them.

Gross profit was $97.0 million. Adjusted gross profit, a non-GAAP measure, was $102.7 million. Gross profit margin was 36.1%, down nearly 110 basis points from 37.2%. Adjusted gross profit margin was 38.2%. Operating income was $35.9 million. Adjusted EBITDA was $60.9 million.

Net income fell 55.7% to $12.2 million from $27.6 million. Diluted earnings were $0.14 a share. The year-ago period included a $21.2 million non-recurring release of a valuation allowance on deferred tax assets and a $20.2 million income tax benefit; the current quarter recorded $4.4 million of income tax expense. Adjusted diluted EPS was $0.30.

Merchant Solutions remained the largest reportable segment, with revenue of $179.6 million and adjusted EBITDA of $32.6 million. Total card processing dollar value was $19.27 billion; card transaction count was 223.1 million.

Payables revenue was $31.6 million, with adjusted EBITDA of $3.9 million. Buyer-funded card processing dollar value was $1.13 billion.

Treasury Solutions revenue was $60.3 million and adjusted EBITDA was $48.1 million. Average CFTPay billed clients were 1.15 million. Average total account balances in the segment were $1.54 billion. Total account and deposit balances across the company were $2.0 billion as of Sept. 30, 2026.

Cash and cash equivalents were $135.6 million at quarter-end. Settlement assets were $1.50 billion and settlement obligations were $1.51 billion. Long-term debt, net of the current portion, discounts and issuance costs, was $1.04 billion.

The company said third-quarter performance was driven by the strength of its unified commerce platform. It did not attribute the margin compression or the operating-income decline to a specific driver in the release. Non-recurring selling, general and administrative expenses of $2.9 million in the quarter related primarily to litigation, mergers and acquisitions, and the pending transaction, including professional and audit fees for valuation work.