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priority-responselettert

  James Stevens  D 404.885.3721  james.stevens@troutman.com        Troutman Pepper Locke LLP  Bank of America Plaza, 600 Peachtree Street NE, Suite 3000  Atlanta, GA 30308    troutman.com      May 6, 2026    VIA EDGAR    United States Securities and Exchange Commission  Division of Corporation Finance  Office of Trade & Services  100 F Street, NE  Washington, D.C. 20549  Attn: Keira Nakada and Angela Lumley    Re: Priority Technology Holdings, Inc.  Form 10-K for the Fiscal Year Ended December 31, 2025  Form 8-K filed March 10, 2026  File No. 001-37872  Ladies and Gentlemen:  At the request and on behalf of our client, Priority Technology Holdings, Inc. (the  “Company”), we are hereby writing in response to the Staff’s comment letter dated April 28,  2026.  Unless the context requires otherwise, references to we, our, us, Priority Technology  Holdings, Inc. or the Company in the response below refer to Priority Technology Holdings, Inc.    Form 8-K Dated March 10, 2026  General  1. Please present and discuss in your earnings releases and supplemental slide  presentations the GAAP measure that is most comparable to the non-GAAP  measures, such as adjusted gross profit, adjusted gross profit margin, adjusted  EBITDA, adjusted EPS – diluted, with equal or greater prominence. Refer to Item  10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of our Non-GAAP Financial  Measures Compliance and Disclosure Interpretations.

  Securities and Exchange Commission  May 6, 2026  Page 2  Response:   The Company respectfully acknowledges the Staff’s comment and advises the Staff that, in the  Company’s future earnings releases furnished under Item 2.02 of Form 8-K, it will present and  discuss GAAP measures that are most comparable to non-GAAP measures with equal or  greater prominence.    By way of illustration, the Company has included as Exhibit A to this response a redlined  version of the earnings release included with its March 10, 2026, Form 8-K revised to present  GAAP measures alongside non-GAAP measures. Additionally, the Company will continue to  include a reconciliation of its non-GAAP measures to the most directly comparable GAAP  measures in its earnings release and supplemental slide presentation.  2. You adjust for selling, general, and administrative (non-recurring) and salary and  employee benefits (non-recurring) in your calculation of adjusted EBITDA and  adjusted EPS – diluted non-GAAP measures. Please disclose the circumstances  under which these expenses were incurred to support your determination that they  are non-recurring.  Response:  The earnings release for the quarter and year ended December 31, 2025, included a description  of “Salary and employee benefits (non-recurring)” items, which represent stock-based  compensation settled in cash. The Company’s stock-based compensation is generally non-cash  in nature and is added back in the determination of Adjusted EBITDA. Accordingly, this one-time  cash settlement of stock-based compensation was considered non-recurring and was added  back.  Similarly, the Company provided a breakdown of “Selling, general and administrative expenses  (non-recurring)” to enhance transparency regarding the nature of these expenses. These  amounts primarily include legal expenses related to non-recurring litigation and/or transactions  (e.g., debt refinancing, mergers and acquisitions), professional, accounting, and consulting fees  associated with non-recurring transactions or projects, legal settlements, and other items such  as duplicate software costs or contract expenses incurred for non-recurring initiatives (e.g.,  automation projects), each of which is considered non-recurring in nature.  The Company advises the Staff that it will include a description of these expenses in its future  filings.

  Securities and Exchange Commission  May 6, 2026  Page 3  The Staff is requested to direct any further questions regarding these filings and this letter to the  undersigned at (404) 885-3721.  Thank you.   Sincerely,       /s/ James Stevens     James Stevens    Enclosures:  Exhibit A

    EXHIBIT A

  1  EXHIBIT 99.1               Priority Technology Holdings, Inc. Announces Fourth Quarter and Full Year 2025 Financial  Results  Strong Fourth Quarter Growth Driven by Performance Across Diverse Business Segments  ALPHARETTA, GA - March 10, 2026 -- Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the  "Company"), is a payments and banking fintech purpose-built to collect, store, lend and send money with a connected  commerce engine that combines full-service merchant acquiring for accounts receivable, complete automated  payables tools for bill payment, and sophisticated treasury management solutions to accelerate cash flow and optimize  working capital for its customers, announced its fourth quarter and full year 2025 financial results including strong  year-over-year diversified revenue growth.     Highlights of Consolidated Results  Fourth Quarter 2025 Compared with Fourth Quarter 2024  Financial highlights of the fourth quarter of 2025 compared with the fourth quarter of 2024, are as follows2:  • Revenue of $247.1 million increased 8.8% from $227.1 million, including 6.8% of organic growth  • Gross profit of $93.1 million increased 19.4% from $83.9 million  • Adjusted gross profit (a non-GAAP measure1) of $100.2 million increased 19.4% from $83.9 million  • Gross profit margin of 37.7% increased by 270 basis points from 35.0%  • Adjusted gross profit margin (a non-GAAP measure1) of 40.6% increased 360 basis points from 37.0%  • Operating income of $33.5 million decreased 1.9% from $34.1 million  • Net income of $8.9 million increased by 23.9% from $7.2 million  • Adjusted EBITDA (a non-GAAP measure1) of $60.1 million increased 16.2% from $51.7 million  • Diluted EPS of $0.11 increased 320.0% from diluted loss per share of $0.05  • Adjusted EPS - diluted (a non-GAAP measure1) of $0.27 increased 50.0% from $0.18  • In October 2025, the Company acquired the assets of Dealer Merchant Services, a leading provider of  vertically focused software and payments in the automotive dealership arena    Full Year 2025 Compared with Full Year 2024    Financial highlights of the Full Year of 2025 compared with the Full Year of 2024, are as follows(2):  • Revenue of $953.0 million increased 8.3% from $879.7 million, including 7.7% in organic growth  • Gross profit of $352.9 million increased 13.3% from $311.6 million

  2  • Adjusted gross profit (a non-GAAP measure1) of $374.7 million increased 14.2% from $328.1 million  • Gross profit margin of 37.0% increased by 160 basis points from 35.4%  • Adjusted gross profit margin (a non-GAAP measure1) of 39.3% increased 200 basis points from 37.3%  • Operating income of $141.2 million increased 5.9% from $133.4 million  • Net income of $55.7 million increased by 131.9% from $24.0 million  • Adjusted EBITDA (a non-GAAP measure(1)) of $225.2 million increased 10.2% from $204.3 million  • Diluted EPS of $0.68 increased 319.4% from diluted loss per share of $0.31  • Adjusted EPS - diluted (a non-GAAP measure(1)) of $1.03 increased 102.0% from $0.51  (1) See "Non-GAAP Financial Measures" and the reconciliations of Adjusted Gross Profit (non-GAAP),  Adjusted Gross Profit Margin (non-GAAP), Adjusted EBITDA (non-GAAP), and Adjusted EPS (non- GAAP), to their most comparable GAAP measures provided below for additional information.  (2) Certain amounts/percentages may not add mathematically due to rounding    “Our results reflect the strength and diversification of Priority’s Connected Commerce platform, with almost 9%  revenue growth and over 19% adjusted gross profit growth in the fourth quarter,” said Tom Priore, Chairman and  CEO of Priority. “The ability to deliver payments and treasury solutions across our business segments generated over  18% revenue growth for Treasury Solutions and 13% growth for Payables, while adjusted gross profit margins  expanded by nearly 360 basis points.”    Full Year 2026 Financial Guidance  Priority's outlook remains strong, which is reflected in our full year 2026 guidance:  • Revenue forecast to achieve a growth rate of 6% to 9% compared to fiscal 2025 results, resulting in a revenue  range between $1.01 billion to $1.04 billion  • Adjusted gross profit (a non-GAAP measure) forecast to range between $405 million and $425 million  • Adjusted EBITDA (a non-GAAP measure) forecast to range between $230 million to $245 million    Conference Call  Priority's leadership will host a conference call on Tuesday, March 10, 2026 at 10:00 a.m. EST to discuss its fourth  quarter and full-year 2025 financial results. Participants can access the call by phone in the U.S. or Canada at (833)  636-1319 or internationally at (412) 902-4286.  The Internet webcast link and accompanying slide presentation can be accessed at  https://viavid.webcasts.com/starthere.jsp?ei=1751303&tp_key=851a6179f9 and will also be posted in the  "Investor Relations" section of the Company's website at www.prioritycommerce.com.

  3  An audio replay of the call will be available shortly after the conference call until March 24, 2026 at 11:59 p.m. EST.  To listen to the audio replay, dial (844) 512-2921 or (412) 317-6671 and enter conference ID number 10206470.  Alternatively, you may access the webcast replay in the "Investor Relations" section of the Company's website at  https://ir.prioritycommerce.com/.

  4  Non-GAAP Financial Measures  This communication includes certain non-GAAP financial measures that we regularly review to evaluate our business  and trends, measure our performance, prepare financial projections, allocate resources, and make strategic decisions.  We believe these non-GAAP measures help to illustrate the underlying financial and business trends relating to our  results of operations and comparability between current and prior periods. We also use these non-GAAP measures to  establish and monitor operational goals. However, these non-GAAP measures are not superior to or a substitute for  prominent measurements calculated in accordance with GAAP. Rather, the non-GAAP measures are meant to be a  complement to understanding measures prepared in accordance with GAAP.    Gross Profit and Adjusted Gross Profit Margin  The Company's adjusted gross profit metric represents revenues less cost of services (excludes depreciation and  amortization). Adjusted gross profit margin is adjusted gross profit divided by revenues. We review these non- GAAP measures to evaluate our underlying profit trends. The reconciliation of adjusted gross profit to its most  comparable GAAP measure is provided below:           (in thousands)  Three Months Ended  December 31,   Years Ended   December 31,   2025  2024  2025  2024  Revenues $ 247,128  $ 227,067  $ 953,009  $ 879,702   Cost of services (excludes depreciation and  amortization)  (146,882)   (143,134)   (578,315)   (551,621)   Adjusted gross profit $ 100,246  $ 83,933  $ 374,694  $ 328,081   Adjusted gross profit margin  40.6 %  37.0 %  39.3 %  37.3 %  Depreciation and amortization of revenue  generating assets  (7,166)   (4,467)   (21,747)   (16,516)   Gross profit $ 93,080  $ 79,466  $ 352,947  $ 311,565   Gross profit margin  37.7 %   35.0 %   37.0 %   35.4 %

  5    EBITDA and Adjusted EBITDA   EBITDA and adjusted EBITDA are performance measures. EBITDA is earnings before interest expense, income tax,  and depreciation and amortization expenses ("EBITDA"). Adjusted EBITDA begins with EBITDA but further  excludes certain non-cash costs, such as stock-based compensation and the write-off of the carrying value of  investments or other assets, as well as debt extinguishment and modification expenses and other expenses and income  items considered non-recurring, such as acquisition integration expenses, certain professional fees, and litigation  settlements. We review the non-GAAP adjusted EBITDA measure to evaluate our business and trends, measure our  performance, prepare financial projections, allocate resources, and make strategic decisions.      The reconciliation of adjusted EBITDA to its most comparable GAAP measure is provided below:    (in thousands)  Three Months Ended  December 31,   Years Ended   December 31,   2025  2024  2025  2024  Net income $ 8,946  $ 7,220  $ 55,681  $ 24,015   Interest expense  21,961   23,111   90,654   88,948   Income tax expense (benefit)  4,126   3,270   (9,402)  13,266   Depreciation and amortization  20,191   13,811   63,183   58,041   EBITDA  55,224   47,412   200,116   184,270   Debt modification and extinguishment expenses  —   1,703   12,514   10,369   Selling, general and administrative (non-recurring)  1,633   1,379   5,718   3,510   Non-cash stock-based compensation(1)  1,187   1,241   8,306   6,118   Non-cash bargain purchase gain(2) (non-recurring)  (482)  —   (3,989)  —   Salary and employee benefits(3) (non-recurring)  2,501   —   2,501   —   Adjusted EBITDA $ 60,063  $ 51,735  $ 225,166  $ 204,267   (1) Excludes stock-based compensation settled in cash subsequent to December 31, 2025.  (2) Bargain purchase gain recognized from acquiring Sila, Inc.   (3) Represents one time cash settlement of stock-based compensation (non-recurring).

  6  Further detail of certain of these adjustments, and where these items are recorded in our consolidated statements of  operations, is provided below:  (in thousands)  Three Months Ended  December 31,   Years Ended   December 31,   2025  2024  2025  2024  Selling, general and administrative expenses (non- recurring):         Certain legal fees(1) $ 760   1,347  $ 3,203   2,769   Professional, accounting and consulting fees(2)  869    20    2,092    544   Other expenses, net  4   12   293   197   Litigation settlement  —    —    130    —    $ 1,633  $ 1,379  $ 5,718  $ 3,510   1) These legal expenses primarily relate to litigation matters, mergers and acquisitions, and other transactions (e.g., the ongoing go-private project), all  of which are non-recurring in nature.  2) These professional, accounting, and consulting fees are associated with non-recurring projects, including professional fees and incremental audit  fees incurred for valuation and audit work related to acquisitions, disposals, and automation initiatives.        Adjusted Earnings (Loss) Per Share (Adjusted EPS)    Adjusted EPS is a performance measure. Adjusted EPS is calculated by dividing adjusted net income attributable to  common shareholders by weighted average number shares outstanding for the respective periods.    Adjusted net income attributable to common shareholders begins with net income attributable to common  shareholders adjusted to exclude various items listed below. We believe that Adjusted EPS is a measure that is  useful to investors and management in understanding our ongoing profitability and in analysis of ongoing  profitability trends.

  7  (in thousands)   Three Months Ended  December 31,    Years Ended  December 31,    2025  2024  2025  2024  Reconciliation of Adjusted EPS  Net income (loss) attributable to common shareholders  $ 8,946   $ (3,769)   $ 55,681   $ (23,960)   Non-recurring release of valuation allowance on  deferred tax assets   284   —   (20,386)   —   Accelerated accretion expense and excise tax  attributable to redeemable senior preferred stockholders   —    8,154    —    17,703   Debt modification and extinguishment expenses   —    1,703    12,514    10,369   Non-cash stock-based compensation   1,187    1,241    8,306    6,118   Selling, general and administrative (non recurring)   1,633    1,379    5,718    3,510   Amortization of acquisition related intangible assets   12,931   9,243   41,996   42,173   Salary and employee benefits (non recurring)   2,501   —   2,501   —   Tax impact of adjustments(1)   (4,745)   (3,526)   (18,469)   (16,158)   Non-cash bargain purchase gain (non-recurring)   (482)   —   (3,989)   —   Adjust