UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

SCHEDULE 14A

____________________

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Check the appropriate box:

PRIORITY TECHNOLOGY HOLDINGS, INC.
(Name of Registrant as Specified in Its Charter)

______________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check boxes that apply):

PRELIMINARY PROXY MATERIALS — SUBJECT TO COMPLETION

PRIORITY TECHNOLOGY HOLDINGS, INC.
2001 Westside Parkway, Suite 155
Alpharetta, GA 30004
[•]

[•], 2026

Dear Stockholders:

You are cordially invited to attend a special meeting (such meeting, including any adjournments or postponements thereof, the “Special Meeting”) of the stockholders of Priority Technology Holdings, Inc., which we refer to as the Company or Priority, to be held on [•], 2026, at [•] [a.m./p.m.], Eastern Time, virtually at [•]. Details regarding the business to be conducted at the Special Meeting are described in the accompanying proxy statement and the accompanying notice of Special Meeting (the “Notice of Special Meeting”).

At the Special Meeting, you will be asked to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of September 18, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, WD Capital Partners Parent Inc., a Delaware corporation (“Parent”), and WD Capital Partners Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Thomas Priore, the Company’s Chairman of the Board and Chief Executive Officer (the “Majority Stockholder”), and certain of his affiliates control WD Capital Partners Holdings LP, a Delaware limited partnership (“Ultimate Parent”) and, indirectly, Parent and Merger Sub.

Under the terms of the Merger Agreement, the Majority Stockholder, together with certain of his affiliates and certain other stockholders of the Company (collectively, the “Supporting Stockholders”), together with the Equity Financing Source (as defined in the accompanying proxy statement), will indirectly acquire Priority in an all-cash transaction representing an enterprise value of approximately $1.6 billion. The Company’s stockholders (other than holders of Excluded Shares, as defined in the accompanying proxy statement) will receive $8.05 in cash for each share of Priority’s common stock, par value $0.001 per share (the “Shares”), upon the closing of the Merger. The Board of Directors of the Company (the “Board”) (other than Mr. Priore and Marc Crisafulli, who each recused himself in view of Mr. Priore’s interest and Mr. Crisafulli’s possible interest in the Merger arising from his close personal relationship with Mr. Priore, as more fully described in the accompanying proxy statement), believes the Merger, which is the result of a robust, independent process undertaken by a special committee of the Board (the “Special Committee”), maximizes value for Priority stockholders and is in the best interests of the Company. Upon completion of the Merger, Priority will become a private company with the flexibility to continue investing in its integrated payments and banking platform, which facilitates the movement of money across digital and traditional channels for businesses, independent software vendors and financial institutions throughout the United States. The Merger Agreement and the transactions contemplated thereby, including the Merger, are described further in the accompanying proxy statement.

Your vote is very important. Whether or not you plan to attend the Special Meeting, you are urged to vote your Shares as promptly as possible to ensure your representation at the Special Meeting. Please review the instructions in the accompanying Notice of Special Meeting and proxy statement regarding voting.

If the Merger is completed, each Share, issued and outstanding immediately prior to the effective time of the Merger (other than Excluded Shares) will be converted automatically into the right to receive from Parent $8.05 per Share in cash (the “Merger Consideration”), without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement.

The proposed transactions constitute a “going-private transaction” under the rules of the Securities and Exchange Commission (the “SEC”). As of October 23, 2026, the Majority Stockholder, together with certain of his affiliates, beneficially owned approximately 61.4% of the outstanding Shares.

The Board formed the Special Committee, consisting solely of independent and disinterested members of the Board, to, among other things, review, evaluate and negotiate a proposal from the Majority Stockholder to acquire all of the outstanding shares of the Company’s common stock not owned by him and any resulting definitive agreement (which ultimately became the Merger Agreement and the transactions contemplated thereby, including the Merger), and other alternatives available to the Company. The Special Committee retained its own independent legal and financial advisors, including Barclays Capital Inc. (“Barclays”) as its independent financial advisor. In connection with the Special Committee’s evaluation of the Merger, Barclays delivered its opinion to the Special Committee orally, which was subsequently confirmed by delivery of a written opinion, dated September 18, 2026, to the effect that, as of the date of such opinion and based upon and subject to the qualifications, limitations and assumptions set forth therein, the Merger Consideration to be offered to the stockholders of the Company (other than holders of Excluded Shares) was fair to such stockholders from a financial point of view. The Special Committee, as more fully described in the accompanying proxy statement, evaluated the Merger, in consultation with the Company’s management and its own independent legal and financial advisors and considered various material factors. After careful consideration, the Special Committee unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders (including the Unaffiliated Security Holders, as defined in the accompanying proxy statement), (ii) recommended that the Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and declare that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders (including the Unaffiliated Security Holders) and (iii) recommended that, subject to approval by the Board, the Board resolve to recommend that the Company’s stockholders vote to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger.

The Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself in view of Mr. Priore’s interest and Mr. Crisafulli’s possible interest in the Merger) acting upon the unanimous recommendation of the Special Committee (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and declared that the Merger Agreement and transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (iii) directed that the Merger Agreement be submitted to the Company’s stockholders for their adoption and (iv) resolved to recommend that the holders of Shares vote to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger. In evaluating the Merger, the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself in view of Mr. Priore’s interest and Mr. Crisafulli’s possible interest in the Merger) also consulted with the Company’s Management, legal and other advisors and considered various material factors.

The Board recommends that you vote “FOR” the proposal to adopt the Merger Agreement and the transactions contemplated thereby, including the Merger.

Your vote is very important, regardless of the number of Shares you own. The adoption of the Merger Agreement requires the affirmative vote of (i) the holders of a majority of the outstanding Shares entitled to vote thereon, voting as a single class and (ii) the holders of a majority of the votes cast by the Unaffiliated Company Stockholders at the Special Meeting. For purposes of the second voting requirement, “Unaffiliated Company Stockholders” means holders of Shares other than (i) the Majority Stockholder, (ii) the Supporting Stockholders and any affiliate thereof, (iii) any person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, and (iv) any member of the Board who is not a member of the Special Committee. Accordingly, the Merger cannot be completed without the approval of a majority of the votes cast by stockholders who are unaffiliated with Mr. Priore and the other parties described above. If you fail to vote on the proposal to adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, the effect will be the same as a vote against the proposal with respect to the first voting requirement described above.

You will also be asked to vote at the Special Meeting (i) on a non-binding, advisory proposal to approve certain compensation arrangements for the Company’s named executive officers in connection with the Merger, which requires the affirmative vote of a majority of the votes cast on such proposal and (ii) on a proposal to adjourn the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement, which requires the affirmative vote of a majority of the votes cast on such proposal, whether or not a quorum is present.

The Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself in view of Mr. Priore’s interest and Mr. Crisafulli’s possible interest in the Merger) recommends that you vote “FOR” the advisory, non-binding proposal regarding certain Merger-related executive compensation arrangements, and “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate.

In considering the recommendations of the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself in view of Mr. Priore’s interest and Mr. Crisafulli’s possible interest in the Merger), the Company’s stockholders should be aware that the executive officers and directors have certain interests in the Merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. Those interests are more fully described in the accompanying proxy statement. The Special Committee and the Board were aware of these interests and considered them, among other matters, in making their recommendations.

Concurrently with the execution of the Merger Agreement, the Supporting Stockholders, who beneficially own as of October 23, 2026 approximately 61.4% of the outstanding Shares, have duly executed and entered into a Support Agreement, pursuant to which they have agreed, among other things, (i) to vote all of their Shares in favor of the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Merger, subject to and in accordance with the terms and conditions of the Support Agreement and (ii) immediately prior to the effective time of the Merger, to contribute and transfer all such Shares (the “Rollover Shares”) to Ultimate Parent in exchange for equity interests of Ultimate Parent (the “Rollover”). The Rollover Shares will be canceled at the effective time and will not be converted into the right to receive the Merger Consideration. A copy of the Support Agreement is attached as Annex D to the accompanying proxy statement.

Completion of the Merger is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement.

The accompanying proxy statement provides you with more detailed information about the Special Meeting, the Merger Agreement and the transactions contemplated thereby, including the Merger. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference in the accompanying proxy statement in their entirety. You may also obtain additional information about the Company from other documents we have filed with the SEC. In particular, you should read the “Risk Factors” section beginning on page 16 in our annual report on Form 10-K for the fiscal year ended December 31, 2025 and other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in the accompanying proxy statement in their entirety, for risks relating to our business and for a discussion of the risks you should consider in evaluating the proposed transactions and how they may affect you.

If you have any questions or need assistance voting your Shares, please contact the Company’s proxy solicitor in connection with the Special Meeting:

Innisfree M&A Incorporated
500 Fifth Avenue, 21st Floor
New York, New York 10110
Telephone: (866) 239-1763

On behalf of the Special Committee, we thank you for your continued support.

The accompanying proxy statement is dated [             ], 2026, and is first being mailed to the Company’s stockholders on or about [             ], 2026.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT OR THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PRIORITY TECHNOLOGY HOLDINGS, INC.
2001 Westside Parkway, Suite 155
Alpharetta, GA 30004
[•], 2026

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Dear Stockholders:

You are cordially invited to attend a special meeting (such meeting, including any adjournments or postponements thereof, the “Special Meeting”) of the stockholders of Priority Technology Holdings, Inc., which we refer to as the Company or Priority, to be held on [•], 2026, at [•] [a.m./p.m.], Eastern Time, virtually at [•]. The Special Meeting is being held to consider and vote on the following proposals:

1.      a proposal to adopt the Agreement and Plan of Merger, dated as of September 18, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, WD Capital Partners Parent Inc., a Delaware corporation (“Parent”), and WD Capital Partners Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), and approve the transactions contemplated thereby, including the Merger (the “Merger Agreement Proposal”);

2.      a non-binding, advisory proposal to approve certain compensation arrangements for the Company’s named executive officers in connection with the Merger (the “Golden Parachute Proposal”); and

3.      a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal”).

A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement.

Thomas Priore, the Company’s Chairman of the Board and Chief Executive Officer (the “Majority Stockholder”), and certain of his affiliates control WD Capital Partners Holdings LP, a Delaware limited partnership (“Ultimate Parent”) and, indirectly, Parent and Merger Sub. Under the terms of the Merger Agreement, the Majority Stockholder, together with certain of his affiliates and certain other stockholders of the Company, will indirectly acquire Priority in an all-cash transaction representing an enterprise value of approximately $1.6 billion. The Board of Directors of the Company (the “Board”) (other than Mr. Priore and Mr. Crisafulli, who each recused himself in view of Mr. Priore’s interest and Mr. Crisafulli’s possible interest in the Merger arising from his close personal relationship with Mr. Priore, as more fully described in the accompanying proxy statement), believes this transaction, which is the result of a robust, independent process undertaken by a special committee of the Board (the “Special Committee”), maximizes value for Priority stockholders and is in the best interests of the Company.

These items of business are more fully described in the proxy statement accompanying this Notice of Special Meeting.

The record date for the Special Meeting is [•], 2026 (the “Record Date”). As of the Record Date, there were [•] Shares outstanding and entitled to vote. Only the Company stockholders of record at the close of business on the Record Date are entitled to notice of, and to attend and vote at, the Special Meeting or any adjournment or postponement thereof. Any stockholder entitled to attend and vote at the Special Meeting is entitled to appoint a proxy to attend and act on such stockholder’s behalf. Such proxy need not be a stockholder of the Company. You may vote on the Internet, by telephone, by mail or by attending the Special Meeting and voting in person, by means of remote communication, or by proxy via [•].

The Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself in view of Mr. Priore’s interest and Mr. Crisafulli’s possible interest in the Merger) has approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommends that you vote “FOR” the Merger Agreement Proposal, “FOR” the Golden Parachute Proposal and “FOR” the Adjournment Proposal.

The proposed transactions constitute a “going-private transaction” under the rules of the Securities and Exchange Commission. As of October 23, 2026, the Majority Stockholder and certain of his affiliates beneficially owned approximately 61.4% of the total outstanding shares of the Company’s common stock, par value $0.001 per share (the “Shares”).

Your vote is very important, regardless of the number of Shares you own. The approval of the Merger Agreement Proposal requires the affirmative vote of (i) the holders of a majority of the outstanding Shares entitled to vote thereon, voting as a single class and (ii) the holders of a majority of the votes cast by the Unaffiliated Company Stockholders at the Special Meeting. For purposes of the second voting requirement, “Unaffiliated Company Stockholders” means holders of Shares other than (i) the Majority Stockholder, (ii) the Supporting Stockholders and any affiliate thereof, (iii) any person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, and (iv) any member of the Board who is not a member of the Special Committee, as described in the accompanying proxy statement. If you fail to vote on the Merger Agreement Proposal, the effect will be the same as a vote against the Merger Agreement Proposal with respect to the first voting requirement described above.

The approval of the Golden Parachute Proposal requires the affirmative vote of a majority of the votes cast on such proposal at the Special Meeting.

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on such proposal at the Special Meeting, whether or not a quorum is present.

Your vote is very important. To ensure your representation at the Special Meeting, it is important that you submit a proxy for your Shares promptly, whether or not you plan to attend the Special Meeting in person. As promptly as possible, please complete, date, sign and return the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy over the Internet or by telephone by following the instructions set forth on the enclosed proxy card. Stockholders who attend the Special Meeting may revoke their proxies and vote in person.

Alpharetta, Georgia
[•], 2026

TABLE OF CONTENTS

DEFINED TERMS

Unless stated otherwise, whenever used in this proxy statement, the following terms have the meanings set forth below:

•        “Adjournment Proposal” means the proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal;

•        “Barclays” means Barclays Capital Inc., financial advisor to the Special Committee;

•        “Board” means the Board of Directors of the Company;

•        “Business Day” means any day that is a trading day on Nasdaq;

•        “Bylaws” means the amended and restated bylaws of the Company, as in effect on the date of this proxy statement;

•        “Certificate of Merger” means the certificate of merger to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL to effect the Merger;

•        “Closing” means the closing of the Merger;

•        “Closing Date” means the date on which the Closing occurs;

•        “Closing Restricted Payment” has the meaning set forth under “Special Factors — Financing of the Merger — Closing Restricted Payment”;

•        “Company,” “Priority,” “we,” “us” or “our” means Priority Technology Holdings, Inc., a Delaware corporation;

•        “Company Acquisition Proposal” has the meaning set forth in the Merger Agreement;

•        “Company Change in Recommendation” has the meaning set forth in the Merger Agreement;

•        “Company Equity Awards” has the meaning set forth in the Merger Agreement;

•        “Company Material Adverse Effect” has the meaning set forth in the Merger Agreement;

•        “Company Superior Proposal” has the meaning set forth in the Merger Agreement;

•        “Company Termination Fee” means a cash amount equal to $15,750,000;

•        “DGCL” means the General Corporation Law of the State of Delaware;

•        “Dissenting Shares” means Shares that are issued and outstanding immediately prior to the Effective Time and held by holders who have not voted in favor of the adoption of the Merger Agreement or consented thereto in writing and who have properly exercised and validly perfected appraisal rights in accordance with, and have complied with, Section 262 of the DGCL;

•        “Effective Time” means the time at which the Merger becomes effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (or such later time as may be agreed by the parties and specified in the Certificate of Merger);

•        “Equity Commitment Letter” means the equity commitment letter from the Equity Financing Source, dated as of September 18, 2026, delivered by the Equity Financing Source to Ultimate Parent, of which the Company is a third-party beneficiary, pursuant to which the Equity Financing Source committed to purchase Series A preferred units of Ultimate Parent to fund a portion of the transactions contemplated by the Merger Agreement;

•        “Equity Financing Source” or “Guarantors” means, collectively, Searchlight Capital IV, L.P., Searchlight Capital IV PV-A, L.P. and Searchlight Capital IV PV-B, L.P., which are affiliated investment funds of Searchlight Capital Partners, L.P.;

•        “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

•        “Excluded Shares” means, collectively, (i) the Shares held by the Company as treasury shares or owned by any direct or indirect wholly owned subsidiary of the Company immediately prior to the Effective Time, (ii) the Shares owned by Parent, Merger Sub, or any of their respective affiliates immediately prior to the Effective Time, (iii) the Rollover Shares and (iv) the Dissenting Shares;

•        “Financing” has the meaning set forth under “Special Factors — Financing of the Merger — Equity Financing”;

•        “Financing Source A” means a private investment firm that engaged with the Company and, following the Initial Proposal, with Mr. Priore regarding a potential equity financing of a take-private transaction, but with which Mr. Priore did not ultimately reach an agreement on financing terms;

•        “Golden Parachute Proposal” means the non-binding, advisory proposal to approve certain compensation arrangements for the Company’s named executive officers in connection with the Merger;

•        “Interim Investors Agreement” means the Interim Investors Agreement, dated as of September 18, 2026, by and among Ultimate Parent, Parent, Merger Sub, the Majority Stockholder and Searchlight IV SAT, L.P., an affiliate of the Equity Financing Source, which establishes certain terms and conditions that will govern the relationship among the parties thereto with respect to the Merger Agreement, the Equity Commitment Letter, the Limited Guaranty and the other agreements related thereto and the transactions contemplated thereby;

•        “Limited Guaranty” means the limited guaranty in favor of the Company, dated as of September 18, 2026, delivered by the Guarantors to the Company, pursuant to which the Guarantors are guaranteeing, severally and not jointly, certain payment obligations of Parent in connection with the Merger Agreement;

•        “Majority Stockholder” or “Mr. Priore” means Thomas C. Priore, the Company’s Chairman and Chief Executive Officer and the controlling stockholder of the Company;

•        “McDermott” means McDermott Will & Schulte LLP, legal counsel to Parent, Merger Sub and the Majority Stockholder;

•        “Merger” means the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent;

•        “Merger Agreement” means the Agreement and Plan of Merger, dated as of September 18, 2026, by and among the Company, Parent and Merger Sub, as it may be amended from time to time;

•        “Merger Agreement Proposal” means the proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger;

•        “Merger Consideration” means $8.05 per Share in cash, without interest and less any applicable withholding taxes;

•        “Merger Sub” means WD Capital Partners Merger Sub Inc., a Delaware corporation formed in connection with the Merger and a direct, wholly owned subsidiary of Parent that is indirectly controlled by the Majority Stockholder;

•        “Nasdaq” means the Nasdaq Global Select Market;

•        “Outside Date” means December 18, 2027;

•        “Parent” means WD Capital Partners Parent Inc., a Delaware corporation formed in connection with the Merger and indirectly controlled by the Majority Stockholder;

•        “Parent Entities” means Merger Sub and Parent;

•        “Parent Termination Fee” means a cash amount equal to $35,250,000;

•        “Paul Weiss” means Paul, Weiss, Rifkind, Wharton & Garrison LLP, legal counsel to the Special Committee;

•        “Paying Agent” means the paying agent to be appointed by Parent and reasonably acceptable to the Company for purposes of the Merger;

•        “proxy statement” means this proxy statement, including all annexes hereto, as it may be amended or supplemented from time to time;

•        “Purchaser Filing Parties” means the Majority Stockholder, Parent, Merger Sub, Ultimate Parent, Ultimate Parent GP, the Thomas Priore 2019 GRAT, the Thomas C. Priore Irrevocable Insurance Trust u/a/d 1/8/2010, John V. Priore and AESV CreditCard Consulting, LLC (“AESV”);

•        “Record Date” means [•], 2026;

•        “Restructuring Consents” means the state money transmitter licensing consents, approvals or exemption confirmations described in the Merger Agreement in connection with the change of control resulting from the Merger;

•        “Rollover” means the contribution by the Supporting Stockholders of their Rollover Shares to Ultimate Parent immediately prior to the Effective Time in exchange for equity interests of Ultimate Parent, pursuant to the Support Agreement;

•        “Rollover Shares” means the Shares held by the Supporting Stockholders that will be contributed to Ultimate Parent in the Rollover;

•        “Schedule 13E-3” means the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed with the SEC in connection with the Merger, as amended from time to time;

•        “SEC” means the U.S. Securities and Exchange Commission;

•        “Section 262” means Section 262 of the DGCL;

•        “Shares” means shares of the Company’s common stock, par value $0.001 per share;

•        “Special Committee” means the special committee of the Board, consisting solely of independent and disinterested directors, formed to, among other things, review, evaluate and negotiate the Merger Agreement and the transactions contemplated thereby;

•        “Special Meeting” means the special meeting of the stockholders of the Company, including any adjournments or postponements thereof;

•        “Support Agreement” means the Support Agreement, dated as of September 18, 2026, by and among the Company, Parent, Ultimate Parent and the Supporting Stockholders;

•        “Supporting Stockholders” means Thomas C. Priore, the Thomas Priore 2019 GRAT, the Thomas C. Priore Irrevocable Insurance Trust u/a/d 1/8/2010, AESV CreditCard Consulting, LLC and John V. Priore;

•        “Surviving Corporation” means the Company, as the surviving corporation in the Merger;

•        “Truist Credit Agreement” means the Credit and Guaranty Agreement, dated as of May 16, 2024, among Priority Holdings, LLC, as the sole Borrower Representative, the other Credit Parties thereto, and Truist Bank, as Administrative Agent, Collateral Agent, an Issuing Bank and Swing Line Lender, as amended from time to time;

•        “Ultimate Parent” means WD Capital Partners Holdings LP, a Delaware limited partnership formed in connection with the Merger, an affiliate of Parent, that is indirectly controlled by the Majority Stockholder;

•        “Ultimate Parent GP” means WD Capital Partners Holdings GP LLC, a Delaware limited liability company formed in connection with the Merger and directly controlled by the Majority Stockholder;

•        “Unaffiliated Company Stockholders” means the holders of Shares, excluding those Shares held, directly or indirectly, by or on behalf of (i) the Supporting Stockholders and any Affiliate (as defined in the Merger Agreement) thereof, (ii) any person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) of the Exchange Act, and (iii) those members of the Board who are not members of the Special Committee;

•        “Unaffiliated Security Holders” means the holders of Shares who are not affiliates of the Company, as such term is used in Rule 13e-3(a)(4) under the Exchange Act. The Unaffiliated Security Holders are not the same group as the Unaffiliated Company Stockholders; see “Special Factors — Reasons for the Merger; Recommendation of the Board and the Special Committee”; and

•        “Varde Credit Agreement” means the Credit Agreement, dated as of August 18, 2025, among Priority Finance SPV, LLC, as Borrower, Priority Residual Finance, LLC, as Holdings, Priority Holdings, LLC, as Servicer, the lenders from time to time party thereto, and VP Capital, L.P., as Administrative Agent and Collateral Agent, as amended from time to time.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING

The following questions and answers are intended to address briefly some commonly asked questions regarding the Special Meeting, the Merger Agreement and the transactions contemplated thereby, including the Merger. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the “Summary Term Sheet” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, all of which you should read carefully in their entirety. See “Where You Can Find Additional Information.”

Q.     Why am I receiving this document?

A.     On September 18, 2026, the Company entered into the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company with the Company surviving the Merger as a wholly owned subsidiary of Parent. Thomas Priore, the Company’s Chairman of the Board and Chief Executive Officer (the “Majority Stockholder”), and certain of his affiliates control Ultimate Parent and, indirectly, Parent and Merger Sub. If the Merger is completed, the holders of Shares (other than the holders of the Excluded Shares) will have the right to receive the Merger Consideration of $8.05 per Share in cash, without interest, less any applicable withholding taxes, subject to and in accordance with the terms and conditions set forth in the Merger Agreement. A copy of the Merger Agreement is attached to this proxy statement as Annex A and is incorporated by reference in this proxy statement in its entirety.

         The Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself in view of Mr. Priore’s interest and Mr. Crisafulli’s possible interest in the Merger arising from his close personal relationship with Mr. Priore), acting upon the unanimous recommendation of the Special Committee, among other things, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders (including the Unaffiliated Security Holders), (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and declared that the Merger Agreement and transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders (including the Unaffiliated Security Holders), (iii) directed that the Merger Agreement be submitted to the Company’s stockholders for their adoption, and (iv) resolved to recommend that the holders of Shares vote to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger.

         The Company is holding the Special Meeting so that our stockholders may vote on the Merger Agreement Proposal, the Golden Parachute Proposal, and the Adjournment Proposal.

         The Company is soliciting proxies for the Special Meeting. You are receiving this proxy statement because you own Shares. This proxy statement contains important information about the Merger and the Special Meeting, and you should read it carefully. The enclosed proxy card allows you to vote your Shares without attending the Special Meeting in person.

         Your vote is extremely important, and we encourage you to submit your proxy as soon as possible. For more information on how to vote your Shares, please see the section of this proxy statement entitled “The Special Meeting.”

Q.     What is the proposed transaction and what effects will it have on the Company?

A.     The proposed transaction is the Merger of Merger Sub with and into the Company, subject to and in accordance with the terms and conditions of the Merger Agreement.

         Pursuant to the Merger Agreement, subject to the satisfaction or waiver of certain conditions, Merger Sub will merge with and into the Company with the Company surviving the Merger as a wholly owned subsidiary of Parent. If the Merger is completed, the holders of Shares (other than the holders of the Excluded Shares) will have the right to receive the Merger Consideration of $8.05 per Share in cash, without interest, less any applicable withholding taxes, subject to and in accordance with the terms and conditions set forth in the Merger Agreement.

         In addition, following completion of the Merger, there will be no further market for the Shares and, as promptly as practicable following the Effective Time and in compliance with applicable law, the Company’s securities will be delisted from the Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), upon application to the Securities and Exchange Commission (the “SEC”). As a result of the Merger, the Company will no longer be an independent public company, the Shares will no longer be listed on any exchange or quotation system, price quotations will no longer be available and the Company’s registration and reporting obligations under the Exchange Act will cease.

         Following completion of the Merger, your Shares will represent only the right to receive the Merger Consideration and the right to receive dividends and other distributions, in each case, subject to and in accordance with the terms and conditions of the Merger Agreement, and you will no longer have any interest in the Company’s future earnings, growth, or value.

         For more information about the Merger Agreement and the transactions contemplated thereby, including the Merger, see “The Merger Agreement.”

Q.     Why is this transaction structured as a “going-private transaction”?

A.     The proposed transactions constitute a “going-private transaction” under the rules of the SEC because the Majority Stockholder, who is an affiliate of the Company, is engaged in the Merger, and the Merger, if completed, will result in the Shares being delisted from the Nasdaq and deregistered under the Exchange Act. Mr. Priore, the Majority Stockholder, serves as the Company’s Chairman of the Board and Chief Executive Officer and, as of October 23, 2026, the Majority Stockholder, together with certain of his affiliates, beneficially owned approximately 61.4% of the outstanding Shares. Through Ultimate Parent, the Majority Stockholder controls Parent and Merger Sub. As a result, the transaction is subject to the requirements of Rule 13e-3 under the Exchange Act, and the Company and the Purchaser Filing Parties have filed a Transaction Statement on Schedule 13E-3 with the SEC in connection with the Merger. For more information, see “Special Factors.”

Q.     Why was the Special Committee formed, and what was its role in the approval of the Merger?

A.     Because the Majority Stockholder proposed to acquire all of the outstanding shares of the Company’s common stock not owned by him, the Board formed the Special Committee, consisting solely of independent and disinterested members of the Board, to, among other things, review, evaluate and negotiate that proposal and any resulting definitive agreement (which ultimately became the Merger Agreement and the transactions contemplated thereby, including the Merger), and other alternatives available to the Company. The Special Committee was authorized to retain its own independent legal and financial advisors, and retained Barclays as its independent financial advisor. The Special Committee was empowered to negotiate on behalf of the Company and to determine whether any transaction was fair to and in the best interests of the Company and its stockholders (or any subset thereof, including the Unaffiliated Company Stockholders). Following the Special Committee’s recommendation, the Board approved the Merger Agreement (other than Mr. Priore, the Majority Stockholder, and Mr. Crisafulli, who each recused himself in view of Mr. Priore’s interest and Mr. Crisafulli’s possible interest in the Merger). For more information, see “Special Factors — Background of the Merger” and “Special Factors — Reasons for the Merger; Recommendation of the Board and the Special Committee.”

Q.     What will the Supporting Stockholders, which include the Majority Stockholder, receive in the Merger?

A.     The Supporting Stockholders’ Shares will not be converted into the right to receive the Merger Consideration. Instead, pursuant to the Support Agreement, the Supporting Stockholders will contribute their Shares (the “Rollover Shares”) to Ultimate Parent immediately prior to the Effective Time in exchange for equity interests of Ultimate Parent. Accordingly, following the Merger, the Supporting Stockholders will retain an indirect equity interest in the Surviving Corporation. For more information, see “Special Factors — Support Agreement” and “Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger.”

Q.     What happens if the Merger is not completed?

A.     If the Merger Agreement Proposal is not approved by the Company’s stockholders or if the Merger is not completed for any other reason, the Company’s stockholders will not receive any payment for their Shares in connection with the Merger. Instead, unless the Company is sold to a third party, the Company will remain an independent public company, and the Shares will continue to be listed and traded on the Nasdaq, so long as the Company continues to meet the applicable listing requirements. In addition, if the Merger is not completed, the Company expects that members of the Company management team, including Tim O’Leary, Chief Financial Officer of the Company and Brad Miller, General Counsel and Chief Risk Officer of the Company (“Management”) will operate the Company’s business in a manner similar to that in which it is being operated today and that the Company’s stockholders will continue to be subject to the same risks and opportunities to which they are currently subject. There can be no assurance as to the effect of these risks and opportunities on the future value of your Shares, including the risk that the market price of Shares may decline to the extent that the current market price of Shares reflects a market assumption that the Merger will be completed. For more information about what happens if the Merger is not completed, see “Special Factors — Certain Effects on the Company if the Merger is Not Completed.”

         Under certain circumstances, if the Merger is not completed, the Company would be required to pay Parent a Company Termination Fee of $15,750,000 in cash, or Parent would be required to pay the Company a Parent Termination Fee of $35,250,000 in cash. For more information about termination fees, see “The Merger Agreement — Termination Fees.”

Q.     When and where is the Special Meeting?

A.     The Special Meeting of stockholders of the Company will be held on [•], at [•] [a.m./p.m.], Eastern Time, virtually at [•]. For more information about the Special Meeting, see “The Special Meeting.”

Q.     Who can vote at the Special Meeting?

A.     All record holders of the Shares as of the close of business on [•], 2026, the Record Date for the Special Meeting, are entitled to notice of, and to attend and vote at, the Special Meeting or any adjournment or postponement thereof. You are entitled to receive notice of, and to attend and vote at, the Special Meeting if you are a record holder of the Shares at the close of business on the Record Date. Each holder of Shares is entitled to one vote for each Share held of record on the Record Date on each matter properly brought before the Special Meeting.

         If you are a record holder of Shares, please be prepared to provide proper, government-issued photo identification at the Special Meeting, such as a driver’s license. If, as of the Record Date, you are the beneficial owner of Shares held in “street name” by your broker, bank or other nominee, and you wish to vote in person, by means of remote communication, at the Special Meeting, you will need to provide proof of ownership, such as a recent account statement or letter from your broker, bank or other nominee, along with proper identification. Please note that if you are a beneficial owner and wish to vote in person, by means of remote communication, at the Special Meeting, you must have a legal proxy from your broker, bank or other nominee naming you as the proxy. You should allow yourself enough time prior to the Special Meeting to obtain this proxy from the holder of record.

         For more information about who can vote at the Special Meeting, see “The Special Meeting — Voting.”

Q.     What is the difference between being a “stockholder of record” and a “beneficial owner” of Shares held in “street name”?

A.     If your Shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are considered, with respect to those Shares, the stockholder of record or record holder. This proxy statement and proxy card have been sent directly to you by the Company. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote in person, by means of remote communication, at the Special Meeting.

         If your Shares are held through a broker, bank or other nominee, you are considered the beneficial owner of those Shares held in “street name.” In that case, this proxy statement has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those Shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your Shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote these Shares in person at the Special Meeting unless you provide a legal proxy from your broker, bank or other nominee.

         For more information about the stockholders of record and beneficial owners of Shares held in “street name,” see “The Special Meeting — Voting.”

Q.     What am I being asked to vote on at the Special Meeting?

A.     You are being asked to consider and vote on the following:

•        Merger Agreement Proposal:    A proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger. A copy of the Merger Agreement is attached as Annex A to this proxy statement and is incorporated by reference in this proxy statement in its entirety.

•        Golden Parachute Proposal:    A non-binding, advisory proposal to approve certain compensation arrangements for the Company’s named executive officers in connection with the Merger, as disclosed in the “Golden Parachute Compensation” table contained in the section captioned “Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger — Golden Parachute Compensation.”

•        Adjournment Proposal:    A proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement Proposal.

         For more information on each of these proposals, see “The Merger (The Merger Agreement Proposal — Proposal 1),” “Merger-Related Executive Compensation Arrangements (The Golden Parachute Proposal — Proposal 2)” and “Adjournment of the Special Meeting (The Adjournment Proposal — Proposal 3).”

Q.     What is a quorum?

A.     The representation of the holders of a majority of the outstanding Shares as of the Record Date must be present, in person, by means of remote communication, or represented by proxy, at the Special Meeting in order to constitute a quorum for the purposes of holding the Special Meeting and conducting business. For more information about the quorum of the Special Meeting, see “The Special Meeting — Record Date and Quorum.”

Q.     What vote is required for the Company’s stockholders to approve the Merger Agreement Proposal?

A.     The approval of the Merger Agreement Proposal requires the affirmative vote of (i) the holders of a majority of the outstanding Shares entitled to vote thereon, voting as a single class and (ii) the holders of a majority of the votes cast by the Unaffiliated Company Stockholders at the Special Meeting.

For purposes of the second voting requirement, “Unaffiliated Company Stockholders” means holders of Shares other than (i) the Majority Stockholder, (ii) the Supporting Stockholders and any affiliate thereof, (iii) any person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) under the Exchange Act, and (iv) any member of the Board who is not a member of the Special Committee. Accordingly, the Merger cannot be completed without the approval of a majority of the votes cast by stockholders who are unaffiliated with Mr. Priore and the other parties described above.

As of the close of business on [•], 2026, which is the Record Date, there were [•] Shares outstanding.

As of the date of the filing of this proxy statement, none of Parent, Merger Sub or Ultimate Parent owns any Shares directly. The Supporting Stockholders, which include the Majority Stockholder, beneficially own, in the aggregate, approximately 61.4% of the outstanding Shares, which will be contributed to Ultimate

Parent in the Rollover. In addition, the Company’s directors and executive officers beneficially own Shares, as described under “Other Important Information Regarding the Company — Security Ownership of Certain Beneficial Owners and Management.” The Supporting Stockholders have entered into the Support Agreement, pursuant to which they have agreed to vote their Shares in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger, subject to the terms and conditions of the Support Agreement. A copy of the Support Agreement is attached as Annex D to this proxy statement and is incorporated by reference in this proxy statement in its entirety.

For more information, see “The Merger (The Merger Agreement Proposal — Proposal 1).”

Q.     What vote is required for the Company’s stockholders to approve the Golden Parachute Proposal?

A.     Approval of the non-binding, advisory proposal to approve certain compensation arrangements for the Company’s named executive officers in connection with the Merger requires the affirmative vote of a majority of the votes cast on such proposal at the Special Meeting. Abstentions and broker non-votes will not be counted as votes cast. The approval of the Golden Parachute Proposal is not a condition to the completion of the Merger.

         For more information, see “Merger-Related Executive Compensation Arrangements (The Golden Parachute Proposal — Proposal 2).”

Q.     What vote is required for the Company’s stockholders to approve the Adjournment Proposal?

A.     Approval of one or more adjournments of the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement Proposal, requires the affirmative vote of a majority of the votes cast on such proposal at the Special Meeting, whether or not a quorum is present.

         For more information, see “Adjournment of the Special Meeting (The Adjournment Proposal — Proposal 3).”

Q.     How are the votes counted?

A.     For each of the Merger Agreement Proposal, the Golden Parachute Proposal and the Adjournment Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

         With respect to the Merger Agreement Proposal, an abstention will have the same effect as a vote “AGAINST” the first voting requirement (majority of all outstanding Shares), but will have no effect on the second voting requirement (majority of votes cast by Unaffiliated Company Stockholders), because abstentions are not counted as votes cast for purposes of that voting requirement.

         With respect to the Golden Parachute Proposal, an abstention will have no effect because abstentions are not counted as votes cast.

         With respect to the Adjournment Proposal, an abstention will have no effect because abstentions are not counted as votes cast.

         Abstentions will count for purposes of determining if a quorum is present at the Special Meeting. For more information, see “The Special Meeting.”

Q.     How does the Board recommend that I vote?

A.     The Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself in view of Mr. Priore’s interest and Mr. Crisafulli’s possible interest in the Merger) acting upon the unanimous recommendation of the Special Committee recommends that you vote:

•        “FOR” the Merger Agreement Proposal;

•        “FOR” the Golden Parachute Proposal; and

•        “FOR” the Adjournment Proposal.

         For more information, you should read “Special Factors — Reasons for the Merger; Recommendation of the Board and the Special Committee” for a discussion of the factors that the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself in view of Mr. Priore’s interest and Mr. Crisafulli’s possible interest in the Merger) considered in deciding to recommend the approval of the Merger Agreement. See also “Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger.”

Q.     How will the Supporting Stockholders vote on the Merger Agreement Proposal?

A.     Concurrently with the execution and delivery of the Merger Agreement, the Company, Parent and Ultimate Parent entered into a Support Agreement with the Supporting Stockholders, who as of October 23, 2026 beneficially owned approximately 61.4% of the outstanding Shares. Under the Support Agreement, the Supporting Stockholders have agreed to (i) vote their Shares in favor of the adoption of the Merger Agreement and the approval of the Merger, (ii) vote their Shares against any alternative acquisition proposal and any other proposal or action that would reasonably be expected to prevent, materially impede or materially delay the Merger or result in any condition to the Merger not being satisfied, (iii) waive their appraisal and dissenters’ rights with respect to the Merger, and (iv) not transfer or enter into any contract, option, agreement, understanding or other arrangement with respect to the transfer of any Shares held by the Supporting Stockholders, other than as provided under certain customary exceptions and set forth in the Support Agreement. The obligations of the Supporting Stockholders under the Support Agreement will automatically terminate upon the earlier to occur of (i) the termination of the Merger Agreement in accordance with its terms and (ii) the Effective Time.

         A copy of the Support Agreement is attached as Annex D to this proxy statement and is incorporated by reference in this proxy statement in its entirety. For more information about the voting intentions of the Supporting Stockholders, see “Special Factors — Support Agreement.”

Q.     How do I vote?

A.     If you are a stockholder of record as of the Record Date, you may vote your Shares on matters presented at the Special Meeting in any of the following ways:

•        in person, by attending the Special Meeting and casting your vote in person, by means of remote communication;

•        by proxy (stockholders of record have a choice of voting by proxy):

•        on the Internet, by following the Internet proxy instructions printed on the enclosed proxy card;

•        by telephone, using the telephone number printed on the enclosed proxy card; or

•        by mail, by marking the enclosed proxy card, dating and signing it, and returning it in the accompanying prepaid reply envelope.

         If, as of the Record Date, you are the beneficial owner of Shares held in “street name” by your broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee that you must follow in order to have your Shares voted. Those instructions will identify which of the above choices are available to you in order to have your Shares voted. Please note that if you are a beneficial owner and wish to vote in person, by means of remote communication, at the Special Meeting, you must have a legal proxy from your broker, bank or other nominee naming you as the proxy. You should allow yourself enough time prior to the Special Meeting to obtain this proxy from the holder of record.

         The control number located on your proxy card is designed to verify your identity and allow you to submit a proxy for your Shares, and to confirm that your voting instructions have been properly recorded when submitting a proxy over the Internet or by telephone.

         Please refer to the instructions on your proxy card or voting instruction form to determine the deadlines for submitting a proxy over the Internet or by telephone. If you choose to submit your proxy by mailing a proxy card, your proxy card must be received by our Corporate Secretary by the time the Special Meeting begins.

For more information about voting, see “The Special Meeting — How to Vote.”

Q.     What is a proxy?

A.     A proxy is your legal designation of another person to vote your Shares. This written document describing the matters to be considered and voted on at the Special Meeting is called a proxy statement. The document used to designate a proxy to vote your Shares is called a proxy card. For more information about voting by proxy, see “The Special Meeting — How to Vote.”

Q.     If I am a stockholder of record, what happens if I do not vote or submit a proxy card?

A.     If you do not attend the Special Meeting and fail to vote, either in person, by means of remote communication, or by proxy, your Shares will not be voted at the Special Meeting and will not be counted for purposes of determining whether a quorum exists.

         Additionally, if you do not attend the Special Meeting and fail to vote, either in person, by means of remote communication, or by proxy, your failure to vote will (a) have the effect of counting “AGAINST” the Merger Agreement Proposal with respect to the first voting requirement (the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote thereon, voting as a single class), (b) have no effect on the Merger Agreement Proposal with respect to the second voting requirement (the affirmative vote of the holders of a majority of the votes cast by the Unaffiliated Company Stockholders at the Special Meeting), because a failure to vote is not counted as a vote cast for purposes of that voting requirement, (c) have no effect on the Golden Parachute Proposal, and (d) have no effect on the Adjournment Proposal. For more information, see “The Special Meeting.”

Q.     If my Shares are held in “street name” by my broker, bank or other nominee, will my broker, bank or other nominee vote my Shares for me?

A.     Your broker, bank or other nominee will only be permitted to vote your Shares if you instruct your broker, bank or other nominee as to how to vote. You should follow the instructions provided by your broker, bank or other nominee regarding the voting of your Shares. Under applicable stock exchange rules, absent your instructions, a broker, bank or other nominee does not have discretionary authority to vote on “non-routine” matters and all of the matters to be considered at the Special Meeting are, under such rules, “non-routine.”

         As a result, absent specific instructions from the beneficial owner of such Shares, your broker, bank or other nominee is not empowered to vote such Shares.

         If you instruct your broker, bank or other nominee how to vote on at least one, but not all of the proposals to be considered at the Special Meeting, your Shares will be voted according to your instructions on those proposals for which you have provided instructions and will be counted as present for purposes of determining whether a quorum is present at the Special Meeting. In this scenario, a “broker non-vote” will occur with respect to each proposal for which you did not provide voting instructions to your broker, bank or other nominee.

         A failure to provide instructions with respect to any of the proposals and a broker non-vote will (a) have the effect of a vote “AGAINST” the Merger Agreement Proposal with respect to the first voting requirement (the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote thereon, voting as a single class), (b) have no effect on the Merger Agreement Proposal with respect to the second voting requirement (the affirmative vote of the holders of a majority of the votes cast by the Unaffiliated Company Stockholders at the Special Meeting), because a broker non-vote is not counted as a vote cast for purposes of that voting requirement, (c) have no effect on the Golden Parachute Proposal, and (d) have no effect on the Adjournment Proposal. For more information, see “The Special Meeting — Voting.”

Q.     If a stockholder gives a proxy, how are the Shares voted?

A.     If you vote by proxy, regardless of the method you choose to submit a proxy, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, will vote your Shares in the way that you indicate. When completing the Internet or telephone proxy processes or the proxy card, you may specify whether your Shares should be voted “FOR” or “AGAINST,” or to “ABSTAIN” from voting on, all, some or none of the specific items of business to come before the Special Meeting.

         If you properly execute your proxy card but do not mark the boxes indicating how your Shares should be voted on a matter, the Shares represented by your properly executed proxy will be voted “FOR” such matter. For more information, see “The Special Meeting — How to Vote.”

Q.     Can I change or revoke my vote?

A.     Yes. You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by (1) submitting another proxy, including a proxy card, at a later date by telephone or on the Internet or by timely delivery of a validly executed, later-dated proxy, (2) giving written notice of revocation to our Corporate Secretary, which must be filed with our Corporate Secretary before the Special Meeting begins, or (3) attending the Special Meeting and voting in person, by means of remote communication. If, as of the Record Date, you are the beneficial owner of Shares held in “street name” by your broker, bank or other nominee, please refer to the information forwarded by your broker, bank or other nominee for procedures on revoking your proxy.

         Only your last submitted proxy will be considered. Please cast your vote “FOR” each of the proposals, following the instructions set forth on your enclosed proxy card or voting instruction form provided by your broker, bank or other nominee, as promptly as possible. For more information, see “The Special Meeting — Proxies and Revocation.”

Q.     What do I do if I receive more than one proxy or set of voting instructions?

A.     If, as of the Record Date, you hold Shares as the beneficial owner of Shares held in “street name,” or through more than one broker, bank or other nominee, and also directly as the stockholder of record or otherwise, you may receive more than one proxy card or voting instruction forms relating to the Special Meeting. These should each be executed and returned separately in accordance with the instructions provided in this proxy statement in order to ensure that all of your Shares are voted.

Q.     Should I send in my stock certificates or other evidence of ownership now?

A.     No. After the Merger is completed, you will be sent a letter of transmittal with detailed written instructions for exchanging your Shares for the Merger Consideration. If, as of the Record Date, you are the beneficial owner of Shares held in “street name” by your broker, bank or other nominee, you may receive instructions from your broker, bank or other nominee as to what action, if any, you need to take to effect the surrender of your Shares in exchange for the Merger Consideration. Please do not send in your certificates now.

Q.     What happens if I sell my Shares before the Special Meeting?

A.     The Record Date for stockholders entitled to vote at the Special Meeting is prior to both the date of the Special Meeting and the consummation of the Merger. If you transfer your Shares before the Record Date, you will not be entitled to vote at the Special Meeting and will not be entitled to receive the Merger Consideration. If you transfer your Shares after the Record Date but before the Special Meeting you will, unless special arrangements are made, retain your right to vote at the Special Meeting, but will transfer the right to receive the Merger Consideration to the person to whom you transfer your Shares. Unless special arrangements are made, the person to whom you transfer your Shares after the Record Date will not have a right to vote those Shares at the Special Meeting. For more information, see “The Special Meeting — How to Vote.”

Q.     Who will solicit and pay the cost of soliciting proxies?

A.     The Company has engaged Innisfree M&A Incorporated (“Innisfree”) to assist in the solicitation of proxies for the Special Meeting. The Company has agreed to pay Innisfree a fee of approximately $60,000, and to reimburse Innisfree for certain out-of-pocket fees, charges and expenses. The Company will indemnify Innisfree and its affiliates against certain claims, liabilities, losses, damages and expenses. The Company also will reimburse brokers, banks, other nominees, custodians and fiduciaries representing beneficial owners of the Shares for their expenses in forwarding soliciting materials to beneficial owners of our Shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, over the Internet or in person. Our directors, officers and employees will not be paid any additional amounts for soliciting proxies. For more information, see “The Special Meeting — Solicitation of Proxies; Payment of Solicitation Expenses.”

Q.     What is householding and how does it affect me?

A.     The SEC rules permit companies and intermediaries such as brokers, banks and other nominees to satisfy delivery requirements with respect to two or more stockholders sharing the same address by delivering a single proxy statement. This process is commonly referred to as “householding” and can result in significant cost savings for the Company. To take advantage of this opportunity, Priority, brokers, banks and other nominees who hold your Shares may deliver only one proxy statement to multiple stockholders who share an address unless one or more of the stockholders has provided contrary instructions. The Company will deliver promptly, upon written or oral request, a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered. For more information, see “Miscellaneous — Householding.”

Q.     What rights do I have to seek an appraisal of my Shares?

A.     Each record holder or beneficial owner of Shares will have the right to seek appraisal of the fair value of such holder’s or beneficial owner’s Shares as determined by the Delaware Court of Chancery if the Merger is completed, but only if such holder or beneficial owner does not vote such Shares in favor of the Merger Agreement Proposal and otherwise complies with the statutory requirements and procedures for demanding and perfecting appraisal rights set forth in Section 262 of the Delaware General Corporation Law, as amended (the “DGCL”), which is the appraisal rights statute applicable to Delaware corporations. Failure to follow precisely any of the statutory requirements and procedures may result in the loss of appraisal rights. A copy of Section 262 of the DGCL is included as Annex E to this proxy statement and is incorporated by reference in its entirety. The requirements and procedures are also summarized in this proxy statement. For more information about appraisal rights, see “The Special Meeting — Appraisal Rights” and Annex E to this proxy statement.

Q.     What are the material U.S. federal income tax consequences of the Merger to me if I am a U.S. Holder?

A.     If you are a U.S. Holder (as defined below in “Special Factors — Material U.S. Federal Income Tax Consequences of the Merger”), receipt of cash in exchange for Shares pursuant to the Merger generally will be a taxable transaction for U.S. federal income tax purposes. Generally, you will recognize gain or loss equal to the difference, if any, between the amount of cash you receive and the adjusted tax basis of your Shares. However, the tax consequences of the Merger to you will depend on your particular circumstances, and you should consult your own tax advisors to determine how the Merger will affect you. For a more detailed summary of the tax consequences of the Merger, see the section below “Special Factors — Material U.S. Federal Income Tax Consequences of the Merger.”

Q.     What are the material U.S. federal income tax consequences of the Merger to me if I am a Non-U.S. Holder?

A.     If you are a Non-U.S. Holder (as defined below in “Special Factors — Material U.S. Federal Income Tax Consequences of the Merger”), you generally will not be subject to U.S. federal income tax on any gain recognized in connection with the Merger unless you have certain connections to the United States. However, the tax consequences of the Merger to you will depend on your particular circumstances, and you should consult your own tax advisors to determine how the Merger will affect you. For a more detailed summary of the tax consequences of the Merger, see the section below “Special Factors — Material U.S. Federal Income Tax Consequences of the Merger.”

Q.     What do I need to do now?

A.     We urge you to read this proxy statement carefully, including its annexes and the documents referred to or incorporated by reference in this proxy statement, as well as the related Schedule 13E-3, including the exhibits thereto, filed with the SEC, and to consider how the Merger affects you. For more information, see “Where You Can Find Additional Information.”

         Even if you plan to attend the Special Meeting, after carefully reading and considering the information contained in this proxy statement, please submit your proxy promptly to ensure that your Shares are represented at the Special Meeting.

         If you are a stockholder of record, please submit your proxy for your Shares:

•        on the Internet, by following the Internet proxy instructions printed on the enclosed proxy card;

•        by telephone, using the telephone number printed on the enclosed proxy card; or

•        by mail, by marking the enclosed proxy card, dating and signing it, and returning it in the accompanying prepaid reply envelope.

         If you decide to attend the Special Meeting and vote in person, by means of remote communication, your vote in person at the Special Meeting will revoke any proxy previously submitted.

         If, as of the Record Date, you are the beneficial owner of Shares held in “street name” by your broker, bank or other nominee, please refer to the instructions provided by your broker, bank or other nominee to see which of the above choices are available to you in order to have your Shares voted.

         For more information, see “The Special Meeting” and “Where You Can Find Additional Information.”

Q.     Who can help answer my other questions?

A.     If you have additional questions about the Special Meeting, the Merger, or this proxy statement, need assistance in submitting your proxy or voting your Shares, or need additional copies of the proxy statement or the enclosed proxy card or voting instructions, please contact the Company’s proxy solicitor in connection with the Special Meeting:

Innisfree M&A Incorporated, 500 Fifth Avenue, 21st Floor, New York, New York 10110; Shareholders may call toll free: (866) 239-1763; Banks and Brokers may call collect: (212) 750-5833.

RISK FACTORS

The following risk factors should be considered carefully, together with all of the other information included in, or incorporated by reference into, this proxy statement, including the matters described under “Cautionary Statement Regarding Forward-Looking Statements,” in deciding how to vote. The risks described below relate to the Merger. These are not the only risks the Company faces. The risk factors relating to the Company’s business and operations are described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which is incorporated by reference into this proxy statement, and you should read and consider those risks as well. See “Where You Can Find Additional Information.”

The Merger may not be completed on the anticipated timeline or at all, which could adversely affect the Company’s business and the market price of the Shares.

Completion of the Merger is subject to a number of conditions, including, among other things, obtaining the Company Stockholder Approval (including the separate approval of the holders of a majority of the votes cast by the Unaffiliated Company Stockholders), obtaining the Restructuring Consents relating to the Company’s state money transmitter licenses, the absence of any law or order in the United States prohibiting the Merger, the absence of a Company Material Adverse Effect, and the requirement that each of the Truist Credit Agreement and the Varde Credit Agreement remain in full force and effect. There can be no assurance that these conditions will be satisfied or waived or that the Merger will be completed. If the Merger is not completed, the Company’s stockholders will not receive the Merger Consideration, and the Company will remain subject to the risks and uncertainties described in its filings with the SEC.

The failure to obtain the required Restructuring Consents on a timely basis, or at all, could delay or prevent completion of the Merger.

The Merger requires consents, approvals or exemption confirmations from state governmental authorities in connection with the change of control of the Company’s money transmitter licenses. Obtaining these Restructuring Consents may take a significant amount of time, and the applicable authorities may impose conditions on their approvals. If the required Restructuring Consents are not obtained by the applicable deadlines, or the Alternative Arrangements or Withdrawals contemplated by the Merger Agreement cannot be implemented, the closing condition relating to the Restructuring Consents may not be satisfied, and the Merger may be delayed or may not be completed.

The Merger cannot be completed without the approval of the Unaffiliated Company Stockholders.

In addition to the approval of the holders of a majority of the outstanding Shares, completion of the Merger requires the affirmative vote of the holders of a majority of the votes cast by the Unaffiliated Company Stockholders. Because the Supporting Stockholders and certain other persons are excluded from this vote, the Merger cannot be completed without the affirmative support of stockholders who are unaffiliated with the Majority Stockholder, notwithstanding the Supporting Stockholders’ agreement to vote their Shares in favor of the Merger. There can be no assurance that this approval will be obtained.

If the Merger is completed, the Company’s stockholders will not participate in any future earnings or growth of the Company and will not benefit from any appreciation in the value of the Company.

Upon completion of the Merger, the Company’s stockholders (other than the Supporting Stockholders, who will hold an indirect interest in the Surviving Corporation through Ultimate Parent) will receive $8.05 per Share in cash and will no longer have any equity interest in the Company. As a result, those stockholders will not participate in any potential future earnings, growth or appreciation in the value of the Company, and will not benefit from any potential future sale of the Company that might result in greater value per Share than the Merger Consideration.

The Majority Stockholder has interests in the Merger that are different from, or in addition to, the interests of the Company’s other stockholders.

The Majority Stockholder, who serves as the Company’s Chairman and Chief Executive Officer, controls Parent and Merger Sub and, together with the other Supporting Stockholders and the Equity Financing Source, will hold the entire equity interest in the Surviving Corporation following the Merger through Ultimate Parent.

As a result, the Majority Stockholder is effectively on both sides of the transaction. The Company’s directors and executive officers also have interests in the Merger that may be different from, or in addition to, the interests of stockholders generally. These interests are described under “Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger.”

The pendency of the Merger could adversely affect the Company’s business, operations and relationships.

The announcement and pendency of the Merger, and the restrictions on the conduct of the Company’s business under the Merger Agreement during the period before closing, could disrupt the Company’s business and divert Management’s attention. These effects could adversely affect the Company’s relationships with customers, suppliers, business partners, employees and others, and could make it more difficult to retain and hire key personnel, whether or not the Merger is completed.

Failure to complete the Merger could negatively affect the market price of the Shares.

If the Merger is not completed, the market price of the Shares may decline to the extent that the current market price reflects an assumption that the Merger will be completed. In addition, the Company may be subject to additional risks if the Merger is not completed, including costs relating to the Merger, such as legal, accounting and financial advisory fees, that must be paid regardless of whether the Merger is completed, and the potential for litigation relating to the Merger.

The Company will incur significant costs in connection with the Merger.

The Company has incurred, and expects to continue to incur, significant costs, fees and expenses in connection with the Merger, including financial advisory, legal, accounting and other professional fees. Many of these costs are payable whether or not the Merger is completed.

Litigation against the Company, its directors or others could prevent or delay the completion of the Merger or otherwise result in significant costs.

Transactions such as the Merger are frequently the subject of litigation or other claims, including claims for breach of fiduciary duty and claims challenging the adequacy of disclosure. Any such litigation could delay or prevent the completion of the Merger, divert the attention of the Company’s Management, or result in significant costs, including any costs associated with indemnification.

SPECIAL FACTORS

The following, together with the summary of the Merger Agreement set forth under the section titled “The Merger Agreement,” is a description of the material aspects of the Merger. While we believe that the following description covers the material aspects of the Merger, the description may not contain all of the information that is important to you. We encourage you to read carefully this entire document, including the Merger Agreement attached to this proxy statement as Annex A, for a more complete understanding of the Merger. The following description is subject to, and is qualified in its entirety by reference to, the Merger Agreement. You may obtain additional information without charge as described in the section titled “Where You Can Find Additional Information.”

We are asking our stockholders to consider and vote on the approval and adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger. Pursuant to the Merger Agreement, subject to the satisfaction or waiver of certain conditions, Merger Sub will merge with and into the Company with the Company surviving the Merger as a wholly owned subsidiary of Parent. If the Merger is completed, the holders of Shares (other than the holders of the Excluded Shares) will have the right to receive the Merger Consideration of $8.05 per Share in cash, without interest, less any applicable withholding taxes, subject to and in accordance with the terms and conditions set forth in the Merger Agreement.

Background of the Merger

The Board and senior management regularly review the Company’s operations, performance, prospects and strategic direction in light of developments in the payments industry and the broader market. These regular reviews have, from time to time, included evaluation of, and discussions with certain third-parties regarding, potential strategic partnerships, investments in the Company and other strategic alternatives. Mr. Priore, the Company’s Chairman and Chief Executive Officer, together with his affiliates, owns approximately 61.4% of the Shares and is the Company’s controlling stockholder, and, as a result, any change of control of the Company would require his support.

In March and April of 2025, members of the Company’s management met with Financing Source A regarding potential partnerships with various portfolio companies of Financing Source A. In May of 2025, the Company and Financing Source A entered into a confidentiality agreement and the parties held preliminary discussions regarding a potential investment in the Company in connection with a take-private transaction or other strategic transaction. Over the course of the next few months, Financing Source A conducted diligence on the Company and participated in several diligence calls with members of the Company’s management. Those discussions concluded without any proposal being made. The Company had further discussions with Financing Source A regarding a potential transaction after Financing Source A’s engagement with Mr. Priore following the Initial Proposal, as described below.

On November 9, 2025, Mr. Priore sent the Board an unsolicited, preliminary and non-binding proposal (the “Initial Proposal”) to acquire all of the outstanding Shares for $6.00 – $6.15 per share. On November 7 (the prior trading day), the Company’s closing share price was $4.87.

On November 10, 2025, the Company issued a press release to announce that it had formed a special committee of independent and disinterested directors that is authorized, among other things, to evaluate the Initial Proposal (the “Special Committee”). Following discussions regarding the independence and ability of each of the proposed members of the Special Committee to serve as an independent and “disinterested director” under Section 144 of the DGCL, the Board established the Special Committee of independent and disinterested directors consisting of Michael Passilla (Chair of the Special Committee), Clayton Main, and Christina Favilla, each of whom the Board determined in good faith to be disinterested and independent, including without limitation for purposes of Section 144 of the DGCL with respect to a potential strategic transaction involving the Company, including a potential take-private transaction involving the Company by Mr. Priore. The Board delegated to the Special Committee the full power and authority of the Board to (i) review and evaluate the advisability of strategic alternatives available to the Company, including, but not limited to, the Initial Proposal and solicit expressions of interest or other proposals for a potential transaction, if and to the extent the Special Committee deems appropriate; (ii) establish, approve, modify, monitor and direct the process and procedures related to the negotiation, review and evaluation of a potential transaction, including the authority to determine not to proceed with any such process, procedures, review or evaluation; (iii) respond to any communications, inquiries or proposals regarding a potential transaction; (iv) recommend, reject or approve the terms of a potential transaction; (v) review, evaluate, investigate,

pursue and negotiate the price, structure, form, terms and conditions of a potential transaction and the form, terms and conditions of any definitive agreements in connection therewith; (vi) determine whether a potential transaction is fair to, and in the best interests of, the Company and its stockholders (or any subset of the stockholders of the Company that the Special Committee determines to be appropriate); (vii) recommend to the full Board what action, if any, should be taken by the Company with respect to a potential transaction; (viii) take such actions as the Special Committee may deem to be necessary or appropriate in connection with anti-takeover provisions, including, without limitation, actions with respect to the adoption, amendment or redemption of a stockholder rights plan and, with respect to the approval of a transaction involving any potential acquirer or other party, for purposes of Section 203 of the DGCL; (ix) do all things that may, in the judgment of its members, be deemed necessary, appropriate or advisable to assist the Special Committee in carrying out its responsibilities in connection with or with respect to a potential transaction, including, without limitation, to evaluate, negotiate and approve any amendments to other documents to which the Company is a party and exercise any other power, including, without limitation, to evaluate, negotiate and approve, and to cause the performance or waiver of rights under any such agreements and other documents as the Special Committee may determine to be necessary or desirable in connection with undertaking its duties as contemplated by these resolutions; and (x) provide reports or recommendations to the Board in regard to such matters at such times as the Special Committee deems appropriate and consistent with its activities. The Board also resolved that it would not approve or recommend any potential transaction for approval by the Company’s stockholders without a prior favorable recommendation by the Special Committee.

Also on November 10, 2025, Mr. Priore filed an amendment to his Schedule 13D with the SEC publicly disclosing the Initial Proposal and attaching a copy of the letter.

On November 18, 2025, the Special Committee met with members of the Company management team, including Tim O’Leary, Chief Financial Officer of the Company and Brad Miller, General Counsel and Chief Risk Officer of the Company (“Management”) and representatives of legal counsel to the Special Committee, Paul, Weiss. The Special Committee received proposals from a number of law firms and selected Paul, Weiss based mainly on its experience representing special committees in circumstances similar to that of the Special Committee. Representatives of Paul, Weiss provided guidance for Management on maintaining confidentiality and not disclosing the content of such meetings to Mr. Priore. The Special Committee agreed to interview at least three financial advisors with payments industry expertise and special committee experience, and directed Paul, Weiss to conduct the initial outreach to three identified financial advisors.

On November 19, 2025, the Special Committee began negotiations with Mr. Priore, through their respective legal advisors, of the terms of a confidentiality agreement (the “NDA”) between Mr. Priore and the Company in connection with the potential transaction.

On November 20, 2025, the Special Committee held a meeting attended by Management and representatives of Paul, Weiss. During the meeting, the Special Committee discussed the terms of the NDA and representatives of Paul, Weiss delivered a presentation to the Special Committee on the Special Committee members’ fiduciary duties under Delaware law.

On November 22, 2025, the Company and Mr. Priore signed the NDA, which included a standstill provision and prevented Mr. Priore and his representatives from sharing the Company’s confidential information with potential financing sources without the prior written approval of the Special Committee.

On November 25, 2025, the Special Committee held a meeting and, following a discussion, agreed to provide consent to Mr. Priore providing information regarding the potential transaction to Financing Source A and certain other potential financing sources.

Between November 25 and December 4, 2025, Barclays and two other nationally recognized financial advisors shared proposals and presentations to represent the Special Committee as its financial advisor. During such time, the Special Committee also provided its consent for Mr. Priore’s engagement with additional potential financing sources from time to time.

On December 1, 2025, Barclays provided the Special Committee with materials disclosing certain relationships between Barclays and its affiliates, on the one hand, and the Company and potential counterparties to a transaction, including Mr. Priore, on the other hand.

On December 4, 2025, representatives of Barclays provided to the Special Committee a relationship disclosure letter with respect to Mr. Priore and certain financing sources disclosed by him and approved by the Special Committee, including Financing Source A. The Special Committee evaluated the disclosures and concluded it did not impair Barclays’ independence.

Also on December 4, 2025, the Special Committee held a meeting attended by Management and representatives of Paul, Weiss. The Special Committee discussed the proposals and presentations from Barclays and two other nationally recognized financial advisors. Following an executive session that excluded Management, the Special Committee selected Barclays as its financial advisor.

On December 7, 2025, Barclays and the Special Committee signed an engagement letter. For additional information, see the section entitled “Special Factors — Opinion of Barclays Capital Inc.”

On December 8, 2025, the Company issued a press release and filed a Form 8-K announcing the retention of Paul, Weiss as legal counsel and Barclays as financial advisor.

On December 16, 2025, the Special Committee held a meeting attended by Management and representatives of Paul, Weiss and Barclays. The Special Committee, following discussions with Management and its advisors, determined to use the Company’s 2026 preliminary operating plan (the “Plan”) as the basis for drafting a five-year long-range plan (“LRP”), which would underpin Barclays’ valuation analyses.

On December 17, 2025, Mr. Priore informed the Special Committee that he was interested only in acquiring the outstanding shares of the Company not held by Mr. Priore and his affiliates (collectively, the “investor group”), and that he does not intend to sell his stake in the Company to any third party. On December 18, Mr. Priore filed an amendment to his Schedule 13D with the SEC stating the intentions he conveyed to the Special Committee on December 17.

On December 19, 2025, Mr. Passilla spoke with Mr. Priore, who confirmed his intention to act solely as a buyer and not as a seller in any potential transaction.

On December 23, 2025, the Special Committee held a meeting attended by Management and representatives of Paul, Weiss and Barclays. The Special Committee discussed the timeline for the proposed transaction, including the timing for the Company’s Plan and certain related deliverables from Barclays.

On December 30, 2025, the Board approved the Company’s annual budget for 2026.

On January 2, 2026, at the request of the Special Committee, representatives of Barclays met with representatives of Financing Source A and, as instructed by the Special Committee, informed Financing Source A that it would not receive access to additional due diligence information until the Special Committee had considered Mr. Priore’s most recent proposal.

On January 6, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays. Management provided an update on the status of the LRP it was preparing. Management departed the meeting and the Committee convened an executive session with representatives of Paul, Weiss and Barclays. During the executive session, the parties discussed finalizing the LRP.

On January 13, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays. Management provided a further update on the status of the LRP. Over the following weeks, the Special Committee authorized virtual data room access for additional financing sources at the request of Mr. Priore.

On January 16, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays. Management presented the Company’s draft LRP to the Special Committee and its advisors; Mr. O’Leary confirmed that the leaders of the Company’s three key business units had reviewed and signed off on the draft LRP and that Mr. Priore had not yet seen the projections contained in the draft LRP. The Special Committee authorized Management and Barclays to discuss the LRP with Mr. Priore.

On January 22, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays. Barclays reported that the draft LRP had been presented to Mr. Priore, who provided feedback limited to the projected growth of the Company’s Treasury Solutions segment, specifically the assumptions regarding new account additions and average account balances for the segment’s CFTPay business. The Special Committee considered the feedback from Mr. Priore and selected which changes to make to the draft LRP. In response to such

feedback, projected CFTPay new account growth and average cash per account assumptions for fiscal years 2027 through 2030 were updated to reflect a more gradual ramp, which resulted in moderately lower projected Treasury Solutions revenue and Adjusted EBITDA for those years. The projections for fiscal year 2026 and for the Company’s other segments were not changed. Management advised the Special Committee that it agreed with such revisions. The Special Committee considered the feedback from Mr. Priore, the resulting revisions and Management’s view that such revisions were appropriate and subsequently directed Management to finalize the draft LRP for the Special Committee’s approval based on certain changes agreed by Special Committee members.

On January 29, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays and approved the draft LRP.

On January 30, 2026, the Special Committee convened to meet with Management and representatives of Paul, Weiss and Barclays. The Special Committee and its advisors discussed the LRP.

On February 2, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays. The parties discussed the status of the potential transaction. Management departed the meeting and the Committee convened an executive session with representatives of Paul, Weiss and Barclays, during which representatives of Barclays presented certain preliminary valuation analyses of the Company. The Special Committee discussed the preliminary valuation analysis, as well as the appropriate strategy and price for countering the transaction proposed by Mr. Priore with its advisors. The Special Committee then authorized Barclays to present a proposal of $9.50 per share to Mr. Priore. On February 2, the Company’s closing share price was $5.88.

On February 3, 2026, Barclays, at the direction of the Special Committee, met with Mr. Priore and delivered the Special Committee’s counterproposal of $9.50 per share to Mr. Priore. On February 3, the Company’s closing share price was $5.58.

On February 4, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays.

On February 9, 2026, representatives of McDermott Will & Schulte LLP (“McDermott”), on behalf of Mr. Priore, communicated to representatives of Paul, Weiss that Mr. Priore was willing to increase his proposal to $6.75 or another price in the high $6 range. On February 9, the Company’s closing share price was $5.63.

Between February 10 and February 12, 2026, the Special Committee met several times with its advisors to discuss Mr. Priore’s revised proposal and his request to provide additional due diligence access to potential financing sources, including access to Management. The Special Committee determined to provide certain of Mr. Priore’s potential financing sources, including Financing Source A, with access to Management and Barclays for diligence and directed Barclays to communicate to Mr. Priore that his proposal remained inadequate but that the Special Committee was willing to provide additional access to enable Mr. Priore and his potential financing sources to identify additional value.

Between February and May 2026, at the direction of the Special Committee, Management and Barclays participated in due diligence sessions and responded to diligence requests from Mr. Priore’s potential financing sources, including Financing Source A.

On February 11, 2026, Mr. Priore delivered a revised proposal of $7.00 per share to representatives of Barclays. On February 11, the Company’s closing share price was $5.42. Barclays promptly communicated the revised proposal to the Special Committee.

On February 16, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays. After excusing Management from the meeting, the Special Committee and its advisors discussed Mr. Priore’s February 11, 2026 proposal and other updates regarding the potential transaction. The Special Committee authorized Barclays to relay a counterproposal of $8.88 per share to Mr. Priore. On February 13 (the prior trading day), the Company’s closing share price was $5.39.

On February 17, 2026, representatives of Barclays discussed the economic terms of the potential transaction on a call with Mr. Priore.

On February 17, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays. Management provided an update on a diligence session they held with a potential financing source and Barclays. Management departed the meeting and the Committee convened an executive session with representatives of Paul, Weiss and Barclays, during which representatives of Barclays provided an update on a call they had with Mr. Priore. Also on February 17, 2026, Barclays, at the direction of the Special Committee, delivered the Special Committee’s counterproposal of $8.88 per share to Mr. Priore.

On February 19, 2026, Mr. Priore delivered a revised proposal of $7.50 per share to representatives of Barclays. Later that day, the Special Committee met with Management and representatives of Paul, Weiss and Barclays, at which Barclays communicated the revised proposal by Mr. Priore. Management provided an update on a diligence session with Financing Source A. Representatives from Barclays noted that Jones Day (the Company’s counsel in its capacity as borrower under its existing credit facilities) would prepare materials on considerations under the facilities for a potential take private transaction. On February 19, the Company’s closing share price was $5.51.

On February 24, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays. Later that day, the Special Committee, Barclays, Paul, Weiss, Mr. Priore and McDermott met, and Mr. Priore personally presented his valuation views to the Special Committee, with his legal counsel present. The Special Committee informed Mr. Priore that it would await a further revised proposal.

On February 25, 2026, representatives of McDermott, at the direction of Mr. Priore, communicated to Paul, Weiss a revised proposal from Mr. Priore of $7.85 per share. On February 25, the Company’s closing share price was $5.73.

On February 26, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays. After excusing Management from the meeting, the Special Committee and its advisors convened an executive session and discussed the appropriate strategy for responding to Mr. Priore’s revised proposal. The Special Committee then authorized Paul, Weiss to relay to Mr. Priore’s counsel a counterproposal of $8.10 per share and to request an update on Mr. Priore’s plan to finance a potential transaction. On February 26, the Company’s closing share price was $5.55.

Later on February 26, 2026, Paul, Weiss, at the direction of the Special Committee, communicated the Special Committee’s counterproposal of $8.10 per share to McDermott.

On March 3, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays. The Special Committee determined that materials prepared by Jones Day could be shared with Mr. Priore and his potential financing sources. After excusing Management from the meeting, the Special Committee and its advisors convened an executive session. Representatives of Paul, Weiss provided an update on the February 26 discussion with McDermott, during which they had delivered the Special Committee’s counterproposal of $8.10 per share.

On March 5, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays. Barclays provided an update on the status of negotiations with Mr. Priore regarding the potential transaction and the status of due diligence being conducted by Mr. Priore’s potential financing sources. Paul, Weiss presented a summary of the initial draft merger agreement it had prepared for the potential transaction. The Special Committee authorized Paul, Weiss to share a draft of the merger agreement for the potential transaction (the “Merger Agreement”) with McDermott. Later that day, Paul, Weiss did so.

Between March 5 and May 5, 2026, at the direction of the Special Committee, representatives of Paul, Weiss and representatives of McDermott exchanged several drafts of the Merger Agreement, a Support Agreement to be provided by Mr. Priore in connection with the potential transaction, an Equity Commitment Letter to be provided by Financing Source A and the Company’s disclosure schedules. Key negotiating points included the Restructuring Consents (the parties’ obligations with respect to the Company’s money transmitter licenses), the structure and size of a reverse termination fee to be paid in certain circumstances and the parties’ closing conditions.

On March 17, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays. Barclays and Management provided an update on diligence workstreams with Mr. Priore’s potential financing sources. The Special Committee discussed financing sources and financing terms, and agreed to connect with Mr. Priore to discuss financing.

On March 19, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays. The Special Committee discussed financing sources and financing terms for the potential transaction. After excusing Management from the meeting, Paul, Weiss circulated and discussed an issues list on the most recent draft of the Merger Agreement circulated by McDermott and provided an update on a call they had with Mr. Priore’s counsel and Jones Day. Between March 19 and May 5, 2026, Paul, Weiss provided regular updates to the Special Committee regarding the negotiation of the Merger Agreement and key open issues.

On March 26, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays and discussed the status of the financing for the potential transaction, including the latest developments with respect to Mr. Priore’s potential financing sources. Mr. O’Leary provided an update on a conversation he had with Mr. Priore in connection with the potential financing sources and timing for the potential transaction.

On March 31, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays. Management provided an update on diligence workstreams with potential financing sources of Mr. Priore. Representatives of Paul, Weiss noted that certain key provisions of the Merger Agreement required additional information from Mr. Priore on the financing sources and financing terms for the potential transaction.

On April 9, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays. Management noted that, based on the ongoing due diligence requests, Financing Source A and certain other third-parties remained potential financing sources of Mr. Priore.

On April 17, 2026, Mr. Priore and Mr. Passilla discussed the potential transaction, including Mr. Priore’s potential financing sources.

On April 22, 2026, Mr. Passilla and Mr. Priore had a phone call during which Mr. Priore discussed certain financing aspects of the potential transaction.

On April 23, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays. Management provided an update on diligence workstreams with Financing Source A. Mr. Passilla provided an update on his April 22 discussion with Mr. Priore during which they discussed certain financing aspects of the potential transaction.

On April 28, 2026, following authorization by the Special Committee, Management and Barclays held a teleconference with Mr. Priore during which the parties discussed the sources and uses for the potential transaction.

On April 30, 2026, Mr. Priore entered into an Exclusivity and Fee Letter with Financing Source A.

On May 2, 2026, representatives of McDermott, on behalf of Mr. Priore, communicated a revised proposal from Mr. Priore of $7.90 per share to Paul, Weiss. On May 1 (the prior trading day), the Company’s closing share price was $5.33.

On May 3, 2026, Mr. Passilla delivered a counter offer of $8.00 per share to Mr. Priore.

On May 8, 2026, Mr. Priore determined that he could not reach acceptable financing terms with Financing Source A. Mr. Priore communicated to the Special Committee that he would need to pause discussions regarding the transaction until he could obtain financing on acceptable terms, but that he remained committed to pursuing a transaction with the Company.

On or about June 30, 2026, Mr. Passilla met with Mr. Priore during which meeting Mr. Priore provided an update on discussions with Financing Source A and other additional potential financing sources. Mr. Passilla relayed to Mr. Priore that an updated financial analysis would be required in connection with any revised offer from Mr. Priore and that the most recent negotiations between Mr. Priore and the Special Committee on price should not be viewed as determinative.

On July 1, 2026, the Special Committee held a meeting attended by representatives of Paul, Weiss and Barclays. Mr. Passilla provided an update on his recent conversation with Mr. Priore, including the status of Mr. Priore’s discussions with Financing Source A and other potential financing sources. Representatives of Barclays presented on trading performance of the Company, comparable companies and certain precedent transactions.

On August 5, 2026, Mr. Passilla had a phone call with Mr. Priore during which they discussed the financing process and the various potential financing sources with which Mr. Priore was in contact. Mr. Passilla conveyed to Mr. Priore that the Special Committee did not intend to engage in negotiations of a potential transaction with Mr. Priore unless and until Mr. Priore shared an updated proposal that included a financing plan.

On August 6, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays. Mr. O’Leary provided an update on diligence workstreams with Mr. Priore’s potential financing sources related to a potential transaction. Mr. O’Leary noted that the Equity Financing Source was expected to conduct an in-person due diligence session with the Company. The Special Committee and its advisors agreed that based on the Company’s revised full-year financial guidance provided to investors as part of the Company’s earnings release for the second quarter of 2026, Management should prepare an updated LRP. The Special Committee asked representatives of Barclays to update its prior valuation analyses of the Company once an updated LRP was complete. Mr. Passilla provided a summary of the August 5 call he had had with Mr. Priore.

On August 25, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays. Mr. O’Leary provided an update on the LRP. Mr. O’Leary noted that Mr. Priore and the leaders of the Company’s three key business units provided ordinary course input on the Company’s six-plus-six forecast, which was the basis for the revised full-year financial guidance and which formed part of the input for the updated LRP. Mr. O’Leary further noted that, other than such ordinary course input on the six-plus-six forecast, Mr. Priore had not provided feedback on the updated LRP. The Special Committee directed Management to finalize the updated LRP for approval by the Special Committee.

On or about September 2, 2026, Mr. Passilla had a discussion with Mr. Priore regarding the status of Mr. Priore’s negotiations with the Equity Financing Source, who was expected to provide financing to Mr. Priore in a potential transaction.

On September 3, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays. Mr. Passilla provided an update on the discussion with Mr. Priore on or about September 2, 2026. Mr. O’Leary presented the Company’s updated LRP. The Special Committee approved the updated LRP and authorized representatives of Barclays to share the updated LRP with Mr. Priore and then with the Equity Financing Source.

On September 4, 2026, Mr. Priore provided a draft Equity Commitment Letter from the Equity Financing Source, and representatives of McDermott, on behalf of Mr. Priore, communicated a revised proposal from Mr. Priore of $7.90 to $7.95 per share to representatives of Paul, Weiss. Representatives of Paul, Weiss promptly informed the Special Committee of the same. On September 4, the Company’s closing share price was $5.55.

From September 4 through September 18, 2026, Paul, Weiss, McDermott and Latham & Watkins (“Latham”), counsel to the Equity Financing Source, exchanged drafts of the Equity Commitment Letter from the Equity Financing Source, as well as a Limited Guaranty from the Equity Financing Source covering the reverse termination fee.

On September 12, 2026, McDermott sent a revised Merger Agreement to Paul, Weiss. Open issues included the reverse termination fee, the outside date and the Restructuring Consents.

On September 14, 2026, the Special Committee held a meeting with Management and representatives of Paul, Weiss and Barclays. The Committee and its advisors directed questions to Management. Management departed the meeting and the Committee convened an executive session with representatives of Paul, Weiss and Barclays. Representatives of Barclays discussed with the Special Committee its updated valuation materials. The Special Committee and its advisors discussed how to respond to Mr. Priore’s most recent proposal and authorized a counter offer of $8.20 per share to Mr. Priore based on the updated LRP. Later on September 14, Mr. Passilla did so. The Special Committee and Paul, Weiss discussed certain open points such as the reverse termination fee, the outside date and the Restructuring Consents, related to the Merger Agreement draft and proposed responses.

Also on September 14, representatives of Barclays provided to the Special Committee an updated relationship disclosure letter with respect to Mr. Priore and the Equity Financing Source.

On September 15, 2026, Mr. Priore delivered to Mr. Passilla what he represented as his best and final proposal of $8.05 per share. On September 15, the Company’s closing share price was $6.01. Representatives of Barclays and Paul, Weiss discussed the updated proposal with Mr. Passilla, as Chair of the Special Committee. Following

those discussions, Mr. Passilla consulted with the other members of the Special Committee, after which the Special Committee determined to continue to engage with Mr. Priore on the basis of $8.05 per share and a reverse termination fee of $35.25 million (representing approximately 5% of the Company’s total equity value implied by the $8.05 per share price), subject to final agreement on the open points in the transaction documents and comfort regarding Mr. Priore’s financing sources.

On September 16 and September 17, 2026, McDermott and Paul, Weiss exchanged revised drafts of the Merger Agreement with key negotiating points being the reverse termination fee, the outside date and the Restructuring Consents.

On September 18, 2026, McDermott sent a proposed execution version of the Support Agreement to Paul, Weiss. Also on September 18, McDermott sent a proposed execution version of the Equity Commitment Letter to Paul, Weiss. Paul, Weiss sent proposed execution versions of the Merger Agreement and Disclosure Letter to McDermott. Latham sent a revised Limited Guaranty to Paul, Weiss.

Also on September 18, 2026, the Special Committee met with Management and representatives of Paul, Weiss and Barclays. Representatives of Paul, Weiss shared a summary of the key terms of the transaction agreements, including the transaction structure and payment mechanics, the conditions to closing, the terms of the key documents contemplated by the Merger Agreement, including the Support Agreement and the Limited Guaranty, and the requirements applicable to the parties between signing and closing. Representatives of Paul, Weiss also reviewed with the Special Committee the anticipated timing for obtaining the Restructuring Consents, and the $15.75 million Company termination fee and the $35.25 million reverse termination fee. Representatives of Barclays presented prepared valuation materials, which included an updated market backdrop and trading performance, an updated review of the Company’s financials and forecasts and an updated valuation perspective, and rendered its oral opinion, subsequently confirmed in writing, that, as of September 18, 2026, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Barclays as set forth in its written opinion, the Merger Consideration to be offered to the stockholders of the Company (other than the holders of the Excluded Shares) pursuant to the Merger Agreement was fair to such stockholders from a financial point of view. Representatives of Paul, Weiss advised the members of the Special Committee of their fiduciary duties under Delaware law, including in the context of a potential going-private transaction with a significant stockholder. Following discussion, the Special Committee unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of the Company and the Company’s stockholders; (ii) recommended that the Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger; and (iii) recommended that, subject to approval by the Board, the Board resolve to recommend that the stockholders of the Company vote to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger.

Immediately following the meeting of the Special Committee on September 18, 2026, the Board (other than Mr. Priore and Mr. Crisafulli, each of whom recused himself in view of Mr. Priore’s interest and Mr. Crisafulli’s possible interest in the transaction given his close personal relationship with Mr. Priore) met, along with representatives of Paul, Weiss and Barclays. Representatives of Paul, Weiss advised the members of the Board regarding the fiduciary duties of the Special Committee and the Board in connection with the potential transaction. The Special Committee delivered its recommendation to the Board. Following discussion, based on the unanimous recommendation of the Special Committee, the Board, among other things (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of the Company and the Company’s stockholders; (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, at a per-share cash consideration of $8.05; (iii) directed that the Merger Agreement be submitted to the stockholders for their adoption and approval; (iv) resolved to recommend that the stockholders vote to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger; and (v) authorized the officers of the Company to execute and deliver the Merger Agreement, Support Agreement, Limited Guaranty, and all related ancillary documents and take all actions necessary to consummate the transactions contemplated thereby. The Special Committee adopted the Barclays analysis and opinion, and the Board adopted the Special Committee’s analysis and conclusion.

Later on September 18, 2026, the Company, Parent and Merger Sub executed the Merger Agreement; the Supporting Stockholders, Parent, Ultimate Parent and the Company executed the Support Agreement; the Equity Financing Source executed the Equity Commitment Letter, the Guarantors executed the Limited Guaranty in favor of the Company and Ultimate Parent, Parent, Merger Sub, Mr. Priore and Searchlight IV SAT, L.P., an affiliate of Equity Financing Source, entered into the Interim Investors Agreement.

Prior to the opening of equity trading markets in the United States on September 21, 2026, the Company issued a press release announcing the signing of the Merger Agreement with an investor group led by Mr. Priore. During the period described in this section and through the date of this proxy statement, neither the Company, the Board nor the Special Committee received any unsolicited proposal from third parties regarding a potential transaction.

Later on September 21, 2026, Mr. Priore, John V. Priore and AESV filed Amendment No. 7 to the Schedule 13D, which described the Merger Agreement, the Support Agreement, the Equity Commitment Letter, the Limited Guaranty and the Interim Investors Agreement, each entered into on September 18, 2026.

For additional information regarding the final terms of the Merger Agreement, see the section entitled “The Merger Agreement” and the copy of the Merger Agreement attached as Annex A to this proxy statement. For additional information regarding the final terms of the Support Agreement, see the section entitled “Support Agreement” and the copy of the Support Agreement attached as Annex D to this proxy statement.

Reasons for the Merger; Recommendation of the Board and the Special Committee

As described in the section entitled “Background of the Merger,” the Board duly established the Special Committee and delegated to it the full power and authority of the Board, subject to applicable law, to (i) review and evaluate any potential transaction and solicit expressions of interest or other proposals if and to the extent the Special Committee deemed appropriate, (ii) establish, approve, modify, monitor and direct the process and procedures relating to any potential transaction, including determining not to proceed with any such process, (iii) respond to communications, inquiries or proposals regarding any potential transaction, (iv) recommend, reject or approve the terms of any potential transaction, (v) investigate, pursue and negotiate its price, structure, form, terms and conditions and definitive agreements, (vi) determine whether any potential transaction is fair to, and in the best interests of, the Company and its stockholders or any subset of its stockholders that the Special Committee deemed appropriate, (vii) recommend to the full Board what action, if any, should be taken, (viii) take actions it deemed necessary or appropriate in connection with anti-takeover provisions, including actions with respect to a stockholder rights plan and, with respect to any transaction involving a potential acquirer or other party, for purposes of Section 203 of the DGCL, (ix) retain and determine the compensation of independent legal, financial and other advisors, consultants and agents and take other actions necessary or advisable to carry out these responsibilities in connection with or with respect to a potential transaction, including, without limitation, to evaluate, negotiate and approve any amendments to other documents to which the Company is a party and exercise any other power, including, without limitation, to evaluate, negotiate and approve, and to cause the performance or waiver of rights under any such agreements and other documents as the Special Committee may determine to be necessary or desirable in connection with undertaking its duties as contemplated by these resolutions and (x) provide reports or recommendations to the Board in regard to such matters at such times as the Special Committee deems appropriate and consistent with its activities.

The Company’s purpose for engaging in the Merger is to enable the holders of Shares (other than holders of Excluded Shares) to receive $8.05 per Share in cash. The Company is undertaking the Merger at this time because, as described under “— Background of the Merger,” following Mr. Priore’s unsolicited Initial Proposal, the Special Committee evaluated the proposal against the Company’s standalone plan and other alternatives available to the Company and concluded that the Merger was advisable and in the best interests of the Company and its stockholders, including the Unaffiliated Security Holders.

The Special Committee, acting with the advice and assistance of its independent legal and financial advisors, evaluated and negotiated the Merger Agreement and the transactions contemplated thereby, including the Merger, and after careful consideration, at a meeting of the Special Committee held on September 18, 2026, the Special Committee, among other things, unanimously:

•        determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, the Company and the Company’s stockholders, including the Unaffiliated Company Stockholders;

•        recommended that the Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and declare the Merger Agreement and the transactions contemplated thereby, including the Merger, advisable, fair to and in the best interests of the Company and the Company’s stockholders;

•        recommended that, subject to approval by the Board, the Board resolve to recommend that the holders of Shares vote to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger; and

•        recommended that the Board declare the Support Agreement and the Limited Guaranty advisable, fair to, and in the best interests of the Company and the Company’s stockholders, and adopt and approve their forms and the transactions contemplated thereby.

On September 18, 2026, after careful consideration, the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself), acting upon the unanimous recommendation of the Special Committee, pursuant to resolutions adopted at a meeting of the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself), expressly adopting the determinations of the Special Committee described above, and among other things:

•        determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, the Company and the Company’s stockholders;

•        approved the Merger Agreement and the transactions contemplated thereby, including the Merger;

•        acting upon the recommendation of the Special Committee, declared the Support Agreement and the Limited Guaranty advisable, fair to and in the best interests of the Company and the Company’s stockholders, and approved their forms and the transactions contemplated thereby;

•        directed that the Merger Agreement be submitted to the holders of Shares for their adoption and approval; and

•        resolved to recommend that the holders of Shares vote to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger.

Accordingly, the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) recommends that you vote “FOR” the Merger Agreement Proposal, to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, at the Special Meeting.

In considering the recommendations of the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) with respect to the Merger, you should be aware that executive officers and directors have certain interests in the Merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. The Special Committee, consisting of independent and disinterested directors, each of whom the Board has determined to be a “disinterested director” (as defined in Section 144 of the DGCL), and the Board were aware of these interests and considered them, among other matters, in evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger and in making its decision to recommend that the Board adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger. For more information about these interests, refer to the section entitled “Interests of the Company’s Directors and Executive Officers in the Merger.” The Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) believe that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to the Company’s stockholders, including the Unaffiliated Company Stockholders.

The Special Committee engaged its own independent legal and financial advisors and received advice throughout the negotiations from such advisors. Since the members of the Special Committee are disinterested with respect to the transactions contemplated by the Merger Agreement, independent of, and not affiliated with, the Parent or the Supporting Stockholders, the Special Committee believed that it could effectively represent the interests of the Unaffiliated Company Stockholders in negotiating the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger and in making its decision to recommend that the Board adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

Recommendation of the Board

In reaching its recommendation, the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) considered, among other things, the Special Committee’s unanimous recommendation; the independence and disinterestedness of its members; the fact that the Special Committee retained and was advised by its own independent legal and financial advisors; and the Special Committee’s full power and authority of the Board, including its authority to reject Mr. Priore’s proposal and to say “no” definitively to any transaction.

In evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, and making the decisions, determinations and recommendations described above, the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) considered, among other things, the following potentially positive factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

Merger Consideration

•        the current and historical market prices of the Shares, including as set forth in the table under “Other Important Information Regarding the Company — Market Price of Shares and Dividends,” taking into account the market performance of the Shares relative to the common stock of other participants in the industry and general market indices, and the fact that the Merger Consideration of $8.05 per Share represents a premium of approximately 65% over the closing price of $4.87 per Share on November 7, 2025, the last full trading day prior to the initial proposal, approximately 46% over the 30-day VWAP of $5.52 as of September 16, 2026, and approximately 37% over the closing price of $5.89 per Share as of September 16, 2026;

•        certain factors related to the Company’s business, financial condition and results of operations, and the Company’s prospects and plans, including:

•        the reviews undertaken by, and understandings of, the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) with respect to the Company’s business, operations, assets, financial condition, earnings, ownership structure, management, strategy, competitive position, current, historical and projected financial performance, prospects and plans, as well as the associated risks involved in achieving such projections, prospects and plans;

•        the reviews undertaken by, and understandings of, the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) with respect to economic and market conditions and trends, as well as the challenges and uncertainty surrounding such conditions and trends, both on a historical and prospective basis, in the near term and the long term, such as:

•        the nature of the industry in which the Company operates, including anticipated industry trends and changing competitive dynamics;

•        the risks and uncertainties relating to the industry, including to be able to compete effectively in the markets in which the Company operates or may operate in the future;

•        the risks and uncertainties relating to anticipated structural changes in the Company’s industry due to technological changes (including artificial intelligence) and geopolitical uncertainties;

•        the potential risks to the Company’s stockholders of continuing to hold publicly traded common stock, including the risks of market volatility;

•        certain compliance costs and obligations imposed on the Company as a result of having publicly traded common stock;

•        the risks and uncertainties relating to the Company’s concentrated stock ownership;

•        the risk of not meeting management forecasts prepared by the Company’s management for, or otherwise made available to, the Special Committee and the Board;

•        certain challenges and limitations on the Company of continuing as a stand-alone public company, including the execution risk associated with, and potential for business disruption and negative stock price reaction;

•        the fact that the Merger Consideration consists solely of cash, providing the Company’s stockholders with certainty of value and immediate liquidity at an attractive per Share equity value without the market or execution risks associated with continued independence;

•        the beliefs of the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) that the Merger represents the best transaction reasonably available for Company stockholders in light of the foregoing factors as well as, among other things:

Negotiations with Mr. Priore

•        the fact that the Special Committee negotiated with Mr. Priore, the Company’s largest stockholder, Chairman of the Board and Chief Executive Officer, increasing the Merger Consideration from his initial proposal of $6.00 – $6.15 per Share on November 9, 2025 to $8.05 per Share, and the beliefs of the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) that the $8.05 per Share Merger Consideration, which Mr. Priore communicated as his “best and final” offer on September 15, 2026, was the highest price Mr. Priore was willing to pay and, together with his stated unwillingness to sell his stake to any third party, was the highest price reasonably attainable, and that further negotiations risked causing Mr. Priore to abandon the Merger altogether;

Available Alternatives

•        the beliefs of the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) that the per Share Merger Consideration to be paid to the holders of Shares was more favorable to such holders than the potential value that might result from other alternatives reasonably available to the Company, including the alternative of remaining an independent company and pursuing the Company’s current strategic plan, and other strategic or financial alternatives that might be undertaken as an independent company, in light of a number of factors, including the risks and uncertainties associated with those alternatives and the administrative and compliance costs associated with operating the Company as a publicly traded company;

•        that the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself), with the assistance of their respective independent legal and other advisors, had considered continuing to operate the Company on a standalone basis and other value-creating options;

•        that the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) considered the risks and uncertainties associated with such alternatives, and each respectively formed the view that no other alternatives were reasonably likely to create greater value for the Company’s stockholders than the Merger, taking into account the alternatives reasonably available to the Company and the risk of execution, as well as business, competitive, industry and market risks (as more fully described under “Special Factors — Background of the Merger”);

•        the beliefs of the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) that, after extensive negotiations conducted at the direction of the Special Committee, with the assistance of experienced independent legal and financial advisors, the Company obtained the best terms and highest price that Parent was willing to pay for the Company, and that, in light of Mr. Priore’s stated unwillingness to sell his stake to any third party and the Supporting Stockholders’ approximately 61.4% ownership, soliciting proposals from third parties was not a viable alternative and further negotiations would have created a risk of causing Parent to abandon the Merger altogether or materially delay the entry into definitive transaction agreements with respect to the Merger;

•        the fact that since the public announcement of the Merger Agreement, none of the Company, Parent, the Special Committee, the Board, nor any of their respective independent legal and financial advisors, as applicable, have received any inbound inquiries from third parties related to potential alternative acquisition proposals;

Terms of the Merger Agreement

•        the reviews undertaken by the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) of the Merger Agreement and the structure of the transactions contemplated thereby, including, among others, the specific financial and other terms and conditions set out below; the Special Committee, with its advisors, reviewed various drafts of the Merger Agreement, Support Agreement and other documents contemplated thereby and discussed the final terms of the proposed Merger Agreement with its advisors on September 18, 2026;

•        the terms of the Merger Agreement permitting the Company to receive unsolicited Company Acquisition Proposals (as defined in the Merger Agreement) that do not result from any breach of the non-solicitation obligations in the Merger Agreement, and the other terms and conditions of the Merger Agreement, including:

•        that the Company may, in certain circumstances (i) furnish any information or access thereto to any third party making such a Company Acquisition Proposal and its representatives and potential financing sources and (ii) participate or engage in negotiations or discussions with such third party and its representatives and potential financing sources regarding such Company Acquisition Proposal, provided, in each case, the Company Acquisition Proposal is received prior to obtaining the requisite Company Stockholder Approval with respect to the Merger Agreement Proposal;

•        that the Merger Agreement may be terminated, in certain circumstances, including, among others, by the Company to accept and enter into a definitive agreement with respect to a Company Superior Proposal, provided that the Company pays Parent a Company Termination Fee of $15,750,000 in cash, which amount the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) believe to be reasonable under the circumstances and taking into account the range of such termination fees in similar transactions, and the unlikelihood that a fee of such size would be a meaningful deterrent to other acquisition proposals; and

•        that the Board may, upon the recommendation of the Special Committee, in certain circumstances, make a Company Change in Recommendation, including in response to (i) a Company Intervening Event, or (ii) a bona fide written Company Acquisition Proposal that the Board determines constitutes a Company Superior Proposal, in each case, subject to and in accordance with the terms and conditions of the Merger Agreement;

Likelihood of Consummation

•        the likelihood of the Merger being completed, based on, among other matters:

•        Parent having delivered to the Company a true, complete and correct copy of the executed Equity Commitment Letter to which the Company is a third-party beneficiary, pursuant to which the Equity Financing Source has committed to provide, subject only to the terms and conditions of the Equity Commitment Letter, equity financing in an aggregate amount of up to $160,000,000 (but not less than $150,000,000) to be used solely for the purpose of providing the financing for the transactions contemplated by the Merger Agreement at the Closing of the Merger, including the fees and expenses related thereto, noting that the aggregate amount, together with the Closing Restricted Payment and cash on hand at the Company, represents the amount estimated to be required to fund the Required Amount, as defined in the Merger Agreement, at the Closing;

•        the absence of a financing condition in the Merger Agreement;

•        the Company’s ability, subject to the conditions specified in the Merger Agreement, to seek specific performance to cause the Financing to be funded and the Merger to occur;

•        the requirement that, in the event of a failure of the Merger to be consummated under certain circumstances, Parent pay the Company a Parent Termination Fee of $35,250,000 in cash, subject to and in accordance with the terms and conditions of the Merger Agreement (as more fully described under “The Merger Agreement — Termination Fees”);

•        the Limited Guaranty, provided by the Guarantors, severally and not jointly, in favor of the Company, pursuant to which the Guarantors have agreed to guarantee certain payment obligations of Parent and Merger Sub under the Merger Agreement, capped at $38,750,000, with respect to payment of the Parent Termination Fee and certain interest payments and reimbursement obligations of Parent;

•        the requirement that the Company, Finxera, Inc. (“Licensee”) and Parent use their respective reasonable best efforts to obtain all Restructuring Consents with respect to the Company’s money transmitter licenses and, following June 18, 2027 (or such earlier date as the Company, Licensee and Parent may agree), to implement Alternative Arrangements (or, where not feasible,

Withdrawals) that, together with the Restructuring Consents already obtained, satisfy the applicable condition to the completion of the Merger, subject to and in accordance with the terms and conditions of the Merger Agreement;

•        the likelihood and anticipated timing of completing the proposed Merger in light of the scope of the conditions to completion, including that there were no anticipated substantive issues expected in connection with the required Restructuring Consents (or any combination of Restructuring Consents, Alternative Arrangements or Withdrawals) with respect to the Company’s money transmitter licenses;

•        other terms and conditions of the Merger Agreement, including:

•        the beliefs of the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) that the Company Termination Fee is reasonable in light of, among other matters, the benefit of the Merger to the Company’s stockholders, the size of such termination fee in similar transactions and the enterprise value of the Company;

•        the terms of the Merger Agreement providing the Company sufficient operating flexibility to conduct its business in the ordinary course until the earlier of the consummation of the Merger or the termination of the Merger Agreement;

•        the Company’s ability, under circumstances specified in the Merger Agreement, to seek specific performance to prevent certain breaches of the Merger Agreement by Parent and Merger Sub;

•        the scope of the representations, warranties and covenants being made by the Company and Parent;

•        the fact that Barclays rendered its oral opinion to the Special Committee on September 18, 2026, subsequently confirmed by its written opinion dated the same date and for the benefit of the Special Committee only, that, as of that date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Barclays as set forth in the written opinion, the Merger Consideration offered to the stockholders of the Company (other than holders of Excluded Shares) pursuant to the Merger Agreement was fair to such stockholders from a financial point of view (as more fully described under “Special Factors — Opinion of Barclays Capital Inc.”);

•        the beliefs of the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) that they were fully informed about the extent to which the interests of the Supporting Stockholders in the Merger differ from those of the Company’s other stockholders;

•        the fact that the Supporting Stockholders, who hold approximately 61.4% of the outstanding Shares, have duly executed and entered into a Support Agreement, pursuant to which they have agreed to vote their Shares in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, subject to and in accordance with the terms and conditions of the Support Agreement;

•        the fact that the Support Agreement terminates upon the earlier of the valid termination of the Merger Agreement and the Effective Time, as more fully described in the section titled “Special Factors — Support Agreement”;

•        the fact that the Merger Agreement is subject to approval and adoption by the affirmative vote of holders of (i) a majority of the voting power of all outstanding Shares entitled to vote, voting as a single class and (ii) a majority of the votes cast by the “disinterested stockholders” (as defined in Section 144 of the DGCL), which excludes any stockholder that is not an Unaffiliated Company Stockholder;

•        the fact that the Merger cannot be completed unless the Merger Agreement is adopted by the affirmative vote of a majority of the votes cast by the “disinterested stockholders” (as defined in Section 144 of the DGCL), excluding any stockholder that is not an Unaffiliated Company Stockholder, and that this condition may not be waived. This vote excludes Shares held by the Supporting Stockholders and their Affiliates, by any person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) of the Exchange Act and by those members of the Board who are not members of the Special Committee. Shares held by

members of the Special Committee are not excluded, and the members of the Special Committee are “affiliates” of the Company for purposes of Rule 13e-3. Nevertheless, the Special Committee and the Board considered this condition as supporting their belief that the Merger is procedurally fair to the Unaffiliated Security Holders; and

•        the right of Company stockholders to exercise their statutory appraisal rights under Section 262 of the DGCL and receive payment of the fair value of their Shares in lieu of the Merger Consideration to be paid per Share, subject to and in accordance with the terms and conditions of the Merger Agreement and the DGCL, unless and until any such Company stockholder fails to perfect or effectively withdraws or loses his, her, its or their rights to appraisal and payment under the DGCL.

In evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, and making the decisions, determinations and recommendations described above, the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) considered, among other things, a number of procedural safeguards that they believed were and are present to ensure the fairness of the Merger Agreement and the transactions contemplated thereby, including the Merger, and to permit the Special Committee to represent effectively the interests of the Unaffiliated Company Stockholders and in light of such procedural safeguards the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) did not consider it necessary to retain an unaffiliated representative to act solely on behalf of the Unaffiliated Company Stockholders for purposes of negotiating the terms of the Merger Agreement or preparing a report concerning the fairness of the Merger Agreement and transactions contemplated thereby, including the Merger. These procedural safeguards include, among other things, the following, which are not intended to be exhaustive and are not presented in any relative order of importance:

•        that the Special Committee was formed at the outset of the Company’s consideration of a potential transaction and prior to any consideration of the Merger Agreement and the transactions contemplated thereby, including the Merger, and consisted of Michael Passilla, Clayton Main and Christina Favilla;

•        that the Special Committee consists solely of directors, each of whom the Board determined, to (i) satisfy the applicable criteria for director independence from the Company and the Company’s controlling stockholder, Mr. Priore, or the Supporting Stockholders, under Nasdaq listing standards (treating Mr. Priore as if he were the corporation for purposes of applying those criteria to independence from him), (ii) be a “disinterested director” as defined in Section 144 of the DGCL, (iii) not be a member of the Company’s management and (iv) not have an interest in the Merger that is different from, or in addition to, the interests of the Company’s stockholders generally, and who are independent of, and not affiliated with, Parent or the Supporting Stockholders or any of their respective affiliates (other than as described in “Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”);

•        that the members of the Special Committee were adequately compensated for their services and that their compensation was in no way contingent on their approving the Merger Agreement and taking the other actions described in this proxy statement;

•        that the Special Committee had exclusive authority to decide whether or not to proceed with a transaction or any alternative thereto, including authority to determine that any related process should not proceed or should stop, while any action required to be taken by the Board under Section 141(c) of the DGCL remained subject to a prior recommendation by the Special Committee;

•        that the Special Committee retained and was advised by its own experienced and independent legal and financial advisors;

•        that the Special Committee met on more than 35 occasions, together with its independent legal and financial advisors, to discuss and evaluate the Merger and alternatives thereto, including the potential consequences of not pursuing the Merger and remaining a standalone public company;

•        that the Board was not permitted to recommend any potential transaction or any alternative thereto for approval by the Company’s stockholders or otherwise approve any proposed transaction or any alternative thereto without a prior favorable recommendation of such proposed transaction or alternative thereto by the Special Committee;

•        that the Special Committee had no obligation to recommend any transaction, including a transaction with Parent, was fully empowered to say “no” definitively to any transaction and had the authority to reject any proposals made by Parent or any other person;

•        that the Special Committee, together with its independent financial and legal advisors, conducted an extensive process, involving frequent and extensive deliberations and negotiations over approximately ten months; during that process, the Special Committee made multiple counterproposals, declined in August 2026 to negotiate absent a financing plan, and considered:

•        the Company’s standalone plan relative to Mr. Priore’s proposal;

•        the Merger Agreement and the transactions contemplated thereby, including the Merger, and, in each case, each member of the Special Committee was actively engaged in that process on a regular basis and was provided with full access to the Company’s management and its advisors in connection with the evaluation process (as more fully described under “Special Factors — Background of the Merger”);

•        that consummation of the transactions contemplated by the Merger Agreement is subject to the Company Stockholder Approval described above, including a non-waivable “majority-of-the-minority” voting requirement, and that, in accordance with Section 144(c) of the DGCL, the Special Committee approved the Merger and the transaction is structured to satisfy the requirements of Section 144(c) through Special Committee approval and a disinterested stockholder vote;

•        that the terms of the Merger Agreement, including the Merger Consideration, were the product of extensive negotiations between the Special Committee and its legal and financial advisors, on the one hand, and Parent, Merger Sub and their affiliates and advisors, on the other hand, that resulted, among other things, in an increase in the Merger Consideration from Mr. Priore’s initial proposal of $6.00 – $6.15 per Share on November 9, 2025 to $8.05 per Share, and the improvement, from the perspective of the Company, of other terms of the Merger and the Merger Agreement, including the Equity Financing Source’s commitment, pursuant to the Equity Commitment Letter, to invest in WD Capital Partners Holdings LP, the Ultimate Parent, up to $160,000,000 (but not less than $150,000,000), which is to be used solely for the purpose of funding the Required Amount, the operating covenants and the amount of the termination fees, relative to the Parent’s initial proposed terms;

•        the various terms of the Merger Agreement that are intended to help ensure that the Company’s stockholders receive the highest price per Share reasonably available, including:

•        that the Merger Agreement may be terminated, in certain circumstances, including, among others, by the Company to accept and enter into a definitive agreement with respect to a Company Superior Proposal (as more fully described under “The Merger Agreement”), provided that the Company pay Parent the Company Termination Fee;

•        that the Board may, upon the recommendation of the Special Committee, in certain circumstances, make a Company Change in Recommendation, including in response to (i) a Company Intervening Event, or (ii) a bona fide written Company Acquisition Proposal that the Board determines constitutes a Company Superior Proposal;

in each case, subject to and in accordance with the terms and conditions of the Merger Agreement; and

•        that the Special Committee made its evaluation of the Merger Agreement and the transactions contemplated thereby, including the Merger, based upon the factors discussed in this proxy statement and with the full knowledge of the interests of the Supporting Stockholders in the Merger.

In evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, and making the decisions, determinations and recommendations described above, the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) also considered, among other things, certain countervailing factors, including the following uncertainties, risks and other potentially negative factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

•        that, following the completion of the Merger, the Company will no longer exist as an independent public company and that the consummation of the Merger and receipt of the Merger Consideration, while providing relative certainty of value, will not allow the Company’s stockholders (other than the Supporting Stockholders) to participate in potential further growth in the Company’s assets, future earnings growth, future appreciation in value of the Shares or any future dividends after the Merger;

•        the risk that the transactions contemplated by the Merger Agreement, including the Merger may not be consummated in a timely manner or at all, for a variety of reasons, and the consequences thereof, including (i) the potential loss of value to the Company’s stockholders, including the reduction of the trading price of the Shares (ii) the potential negative impact on the operations and prospects of the Company, including the risk of loss of key personnel and certain key members of senior management, and (iii) the market’s perception of the Company’s prospects could be adversely affected if such transactions were delayed or were not consummated;

•        the possible effects of the pendency or consummation of the transactions contemplated by the Merger Agreement, including the potential for suits, actions or proceedings in respect of the Merger Agreement or the transactions contemplated by the Merger Agreement, the risk of any loss or change in the relationship of the Company and its subsidiaries with their respective employees, agents, customers and other business relationships, and any possible effect on the Company’s ability to attract and retain key employees, including that certain key members of senior management might choose not to remain employed with the Company prior to the completion of the Merger;

•        the risk of incurring substantial expenses related to the Merger, including in connection with any litigation that may arise in the future;

•        the risks and potentially negative factors described in “Special Factors — Certain Effects of the Merger; Treatment of the Shares” and “Special Factors — Certain Effects on the Company if the Merger is Not Completed,” respectively;

•        that the Company’s directors, officers and employees have expended and will expend extensive efforts attempting to complete the transactions contemplated by the Merger Agreement and such persons have experienced and will experience significant distractions from their work during the pendency of such transactions and that the Company has incurred and will incur substantial costs in connection with such transactions, even if such transactions are not consummated;

•        that the receipt of the Merger Consideration in exchange for Shares pursuant to the Merger Agreement will be a taxable transaction for U.S. federal income tax purposes;

•        the restrictions imposed by the Merger Agreement on the Company’s solicitation of acquisition proposals from third parties, and that prospective bidders may perceive Parent’s right under the Merger Agreement to negotiate with the Company to match the terms of any Company Superior Proposal prior to the Company being able to terminate the Merger Agreement and accept a Company Superior Proposal to be a deterrent to making alternative proposals;

•        that Mr. Priore has stated that he does not intend to sell his stake in the Company to any third party, and that the Supporting Stockholders’ existing ownership interest in the Company, representing approximately 61.4% of the outstanding Shares, and their obligations under the Support Agreement may discourage or make less likely the submission of a superior proposal;

•        that the Supporting Stockholders, who hold approximately 61.4% of the outstanding Shares, have agreed to vote their Shares in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, and their support effectively assures satisfaction of the first vote requirement;

•        the possibility that the Company may be required to pay Parent a Company Termination Fee of $15,750,000 in cash under certain circumstances, including upon termination of the Merger Agreement to accept a Company Superior Proposal (as more fully described under “The Merger Agreement — Termination Fees”);

•        the possibility that the Parent Termination Fee of $35,250,000 in cash payable by Parent to the Company, together with other specified amounts, may be the Company’s sole and exclusive remedy in the event that the Merger Agreement is terminated (i) by the Company due to (a) Parent’s breach of, or failure to perform its representations, warranties or obligations under the Merger Agreement or (b) Parent’s failure to consummate the Merger at such time at which all of the applicable conditions to Closing have been satisfied (subject to certain conditions) or (ii) by Parent or the Company if the transaction fails to

close on or before the Outside Date and such failure is not caused by the party seeking termination, and the Company would have been otherwise entitled to terminate the Merger Agreement for either of the reasons set forth in clauses (a) and (b) above;

•        that Parent and Merger Sub are newly formed entities with essentially no assets and the Limited Guaranty, provided by the Guarantors, severally and not jointly, is capped at $38,750,000, with respect to payment of the Parent Termination Fee and certain interest payments and reimbursement obligations of Parent;

•        that, if the Merger Agreement is terminated in connection with the Company’s entry into a definitive agreement with respect to a Company Superior Proposal, the Supporting Stockholders have not agreed to vote their Shares in favor of such Company Superior Proposal;

•        that the Support Agreement will terminate upon the earlier of the valid termination of the Merger Agreement and the Effective Time;

•        the understanding that the Supporting Stockholders, their affiliates and various executive officers and directors have certain interests in the Merger that may be different from, or in addition to, the interests of the Company’s stockholders generally (as discussed under “Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”);

•        that the final Merger Consideration of $8.05 per Share was below the amounts of the Special Committee’s prior counterproposals;

•        that the money transmitter license condition could result in a long period before the Closing, including the Alternative Arrangements mechanism which may be applied after June 18, 2027; and

•        the restrictions placed on the conduct of the Company’s business prior to the completion of the Merger pursuant to the terms of the Merger Agreement, which could delay or prevent the Company from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of the Company absent the pending completion of the Merger.

The Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) concluded that, overall, the potentially positive factors outweighed the uncertainties, risks and potentially negative factors relevant to the Merger Agreement and the transactions contemplated thereby, including the Merger. Accordingly, the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, the Company and the Company’s stockholders.

Accordingly, the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) recommends that you vote “FOR” the Merger Agreement Proposal, to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, at the Special Meeting.

In the course of evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, and making the decisions, determinations and recommendations described above, the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) did not consider the liquidation value of the Company because (i) they considered the Company to be a viable, going concern, (ii) they believed that liquidation sales generally result in proceeds substantially less than sales of going concerns, (iii) they considered determining a liquidation value to be impracticable given the significant execution risk involved in any breakup of the Company and (iv) the Company will continue to operate its business following the Merger. For the foregoing reasons, the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) did not consider liquidation value to be a relevant methodology. Further, the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) did not consider net book value, which is an accounting concept, as a factor because they believe that net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs and because net book value does not take into account the prospects of the Company, market conditions, trends in the industry in which the Company operates or the business risks inherent in that industry. The Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) did not seek to determine a separate pre-Merger going concern value for the Shares to determine the fairness of the Merger Consideration to the Company’s stockholders because they

believed that the financial analyses presented by Barclays, including its discounted cash flow analysis described in “Special Factors — Opinion of Barclays Capital Inc.,” were a form of going concern valuation, and adopted those analyses. The Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) also believe that the unaffected trading price of the Shares immediately prior to the public disclosure of the November 9, 2025 initial proposal represents an indicator of the Company’s going concern value at that time because it was not impacted by speculation regarding the likelihood of a potential transaction, while recognizing that this price predates the signing of the Merger Agreement by approximately ten months and does not reflect subsequent developments, and accordingly also considered the trading prices of the Shares prior to the signing of the Merger Agreement and the Barclays analyses described above. The Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) carefully considered the advice and opinion of Barclays.

The Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) are not aware of any firm offer for a merger, sale of all or a substantial part of the Company’s assets, or a purchase of a controlling amount of the Company securities having been received by the Company from anyone other than a filing person in the two (2) years preceding the signing of the Merger Agreement. The foregoing discussion is not exhaustive, but is intended to summarize the material information and factors considered by the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) in their consideration of the Merger Agreement and the transactions contemplated thereby, including the Merger. The Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) reached the decision to approve the entry into the Merger Agreement and recommend its adoption by the Company’s stockholders in light of the factors described above and other factors that the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) believed were appropriate. In view of the variety of factors and the quality and amount of information considered, the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) did not find it practicable to and did not quantify or otherwise assign relative weights to the specific factors considered in reaching their determinations. In addition, each of the directors of the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) may have given different weight to different factors. The Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) conducted an overall review of the factors described above, including through discussions with the Company’s management and their respective legal and financial advisors, and considered the factors overall to be favorable to, and to support, their decisions, determinations and recommendations. It should be noted that this explanation of the reasoning of the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself) and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Opinion of Barclays Capital Inc.

The Special Committee engaged Barclays to act as its financial advisor in connection with the proposed merger involving the Company, Parent and Merger Sub, pursuant to the Merger Agreement. On September 18, 2026, Barclays rendered its oral opinion (which was subsequently confirmed in writing) to the Special Committee that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the consideration of $8.05 per share in cash (the “Merger Consideration”) to be offered to the stockholders of the Company (other than the holders of the Excluded Shares) in the proposed transaction was fair, from a financial point of view, to such stockholders.

For purposes of Barclays’ opinion, “Excluded Shares” means Shares held by the Company, any of the Company’s direct or indirect wholly owned subsidiaries, Parent, Merger Sub or any of their respective affiliates, Rollover Shares and Dissenting Shares (as defined in the Merger Agreement). “Rollover Shares” means all Shares rolled over by Thomas Priore and certain of his affiliates that hold Shares.

The full text of Barclays’ written opinion, dated as of September 18, 2026, is attached as Annex C to this Proxy Statement. Barclays’ written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion. You are encouraged to read the opinion carefully in its entirety. The following is a summary of Barclays’ opinion and the methodology that Barclays used to render its opinion. We urge you to read the full text of Barclays’ opinion, which is attached as Annex C, carefully and in its entirety.

Barclays’ opinion, the issuance of which was approved by Barclays’ Fairness Opinion Committee, is for the use and benefit of the Special Committee and was rendered to the Special Committee in connection with its consideration of the proposed transaction. Barclays’ opinion addresses only the fairness, from a financial point of view, to the stockholders of the Company (other than the holders of the Excluded Shares) of the Merger Consideration to be offered to such stockholders in the proposed transaction and does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the proposed transaction or any other matter. The terms of the proposed transaction were determined through negotiations between the Special Committee, on behalf of the Company, and Thomas Priore and his representatives. The Special Committee unanimously recommended that the Company’s board of directors approve the Merger Agreement and the transactions contemplated thereby, and the Company’s board of directors (other than Thomas Priore and Mr. Crisafulli, who each recused himself) approved the Merger Agreement and the transactions contemplated thereby. Barclays did not recommend any specific form of consideration to the Special Committee or that any specific form of consideration constituted the only appropriate consideration for the proposed transaction. Barclays was not requested to address, and its opinion does not in any manner address, the Company’s underlying business decision to proceed with or effect the proposed transaction, the likelihood of the consummation of the proposed transaction, or the relative merits of the proposed transaction as compared to any other transaction or business strategy in which the Company might engage. In addition, Barclays expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the proposed transaction, or any class of such persons, relative to the Merger Consideration to be offered to the stockholders of the Company (other than the holders of the Excluded Shares) in the proposed transaction.

In arriving at its opinion, Barclays, among other things:

•        reviewed and analyzed a draft of the Merger Agreement, dated as of September 15, 2026, and the specific terms of the proposed transaction;

•        reviewed and analyzed publicly available information concerning the Company that Barclays believed to be relevant to its analysis, including the Company’s Annual Reports on Form 10-K for the fiscal years ended December 31, 2023, December 31, 2024 and December 31, 2025, Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025, June 30, 2025, September 30, 2025, March 31, 2026 and June 30, 2026 and the investor presentations furnished as exhibits to the Company’s Current Reports on Form 8-K filed on May 6, 2025, August 7, 2025, November 6, 2025, March 10, 2026, May 11, 2026 and August 6, 2026;

•        reviewed and analyzed financial and operating information with respect to the business, operations and prospects of the Company furnished to Barclays by the Company, including financial projections of the Company prepared by the Company’s management, including net operating loss projections of the Company prepared by management of the Company (the “NOL Projections”)

•        reviewed and analyzed a trading history of Shares from July 27, 2018 through September 16, 2026 and a comparison of such trading history with those of other companies that Barclays deemed relevant;

•        reviewed and analyzed a comparison of the historical financial results and present financial condition of the Company with those of other companies that Barclays deemed relevant;

•        reviewed and analyzed a comparison of the financial terms of the proposed transaction with the financial terms of certain other transactions that Barclays deemed relevant;

•        reviewed and analyzed published estimates of independent research analysts with respect to the future financial performance and price targets of the Company;

•        had discussions with the management of the Company concerning its business, operations, assets, liabilities, financial condition and prospects; and

•        undertook such other studies, analyses and investigations as Barclays deemed appropriate.

In arriving at its opinion, Barclays assumed and relied upon the accuracy and completeness of the financial and other information used by Barclays without any independent verification of such information (and had not assumed responsibility or liability for any independent verification of such information). Barclays also relied upon the assurances of management of the Company that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial projections of the Company, upon the advice of the Company, Barclays assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company as to the Company’s future financial performance and that the Company would perform substantially in accordance with such projections. In arriving at its opinion, Barclays assumed no responsibility for and expressed no view as to any such projections or estimates or the assumptions on which they were based. In arriving at its opinion, Barclays did not conduct a physical inspection of the properties and facilities of the Company and did not make or obtain any evaluations or appraisals of the assets or liabilities of the Company. In addition, the Special Committee had not authorized Barclays to solicit, and Barclays did not solicit, any indications of interest from any third party with respect to the purchase of all or a part of the Company’s business. Barclays’ opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, September 18, 2026. Barclays assumed no responsibility for updating or revising its opinion based on events or circumstances that may have occurred after September 18, 2026.

Barclays assumed that the executed Merger Agreement would conform in all material respects to the last draft reviewed by Barclays. Additionally, Barclays assumed the accuracy of the representations and warranties contained in the Merger Agreement and all the agreements related thereto. Barclays also assumed, upon the advice of the Company, that all material governmental, regulatory and third party approvals, consents and releases for the proposed transaction would be obtained within the constraints contemplated by the Merger Agreement and that the proposed transaction would be consummated in accordance with the terms of the Merger Agreement without waiver, modification or amendment of any material term, condition or agreement thereof. Barclays did not express any opinion as to any tax or other consequences that might result from the proposed transaction, nor did Barclays’ opinion address any legal, tax, regulatory or accounting matters, as to which Barclays understood the Company had obtained such advice as it deemed necessary from qualified professionals.

In connection with rendering its opinion, Barclays performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, Barclays did not ascribe a specific range of values to the Shares but rather made its determination as to fairness, from a financial point of view, to the stockholders of the Company (other than the holders of the Excluded Shares) of the Merger Consideration to be offered to such stockholders in the proposed transaction on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinion, Barclays did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the particular transaction. Accordingly, Barclays believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

Latham, which was retained by Barclays in December 2025, is providing legal advice to Barclays in connection with Barclays’ role as financial advisor to the Special Committee with respect to the Merger and is also providing legal advice to the Equity Financing Source in connection with its role as a financing source with respect to the Merger. Barclays informed the Special Committee that separate Latham teams represent Barclays and the Equity Financing Source, respectively, and that ethical walls were established between those teams. Barclays advised the Special Committee that, as a result, it does not believe that Latham’s representation of the Equity Financing Source creates a conflict of interest that would impact Barclays’ provision of financial advice to the Special Committee, which the Special Committee determined was acceptable.

Summary of Material Financial Analyses

The following is a summary of the material financial analyses used by Barclays in preparing its opinion to the Special Committee. The summary of Barclays’ analyses and reviews provided below is not a complete description of the analyses and reviews underlying Barclays’ opinion.

For the purposes of its analyses and reviews, Barclays made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company, Barclays or any other parties to the proposed transaction. No company, business or transaction considered in Barclays’ analyses and reviews is identical to the Company or the proposed transaction, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions considered in Barclays’ analyses and reviews. None of the Company, Barclays or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of companies, businesses or securities do not purport to be appraisals or reflect the prices at which the companies, businesses or securities may actually be sold. Accordingly, the estimates used in, and the results derived from, Barclays’ analyses and reviews are inherently subject to substantial uncertainty.

The summary of the financial analyses and reviews provided below includes information presented in tabular format. In order to fully understand the financial analyses and reviews used by Barclays, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Barclays’ analyses and reviews.

Selected Comparable Company Analysis

In order to assess how the public market values shares of similar publicly traded companies and to provide a range of relative implied equity values per share of the Company by reference to those companies, which could then be used to calculate implied ranges, Barclays reviewed and compared specific financial and operating data relating to the Company with selected companies that Barclays, based on its experience in the payments industry, deemed comparable to the Company. The selected comparable companies with respect to the Company were:

•        Merchant Solutions

•        Deluxe Corporation

•        Fiserv, Inc.

•        Global Payments, Inc.

•        Paysafe Limited

•        Repay Holdings Corporation

•        Shift 4 Payments, Inc.

•        Treasury Solutions

•        Repay Holdings Corporation

•        WEX Inc.

•        Payables

•        Bill Holdings, Inc.

•        Corpay, Inc.

•        WEX Inc.

•        WholeCo

•        Deluxe Corporation

•        Flywire Corporation

•        Payoneer Global Inc.1

•        PayPal Holdings, Inc.

•        Paysafe Limited

•        Repay Holdings Corporation

•        WEX Inc.

Barclays calculated and compared various financial multiples and ratios of the Company and the selected comparable companies. As part of its selected comparable company analysis, Barclays calculated and analyzed the ratio of each company’s enterprise value (“EV”) to certain historical and projected financial criteria for the calendar year 2026 (“CY26”), calendar year 2027 (“CY27”) and the twelve months ending June 30, 2026 (“LTM 6/30/2026”), such as earnings before interest, taxes, depreciation and amortization, as adjusted for non-recurring items, unburdened by stock-based compensation expense and other similar expenses (as used in this section of this proxy statement, “Adjusted EBITDA”). The EV of each company was obtained by adding its short and long-term debt and other debt-like items, where relevant, to the sum of the market value of its fully diluted common equity, the value of any preferred stock and the book value of any minority interest, where relevant, and subtracting its cash, cash equivalents, the book value of equity investments and other cash-like items, each where relevant. Where relevant, the comparable companies metrics were adjusted to reflect pro forma historical acquisitions. All of these calculations were performed and based on publicly available financial data (including company filings, FactSet data and broker research) and closing prices, as of September 16, 2026, two trading days prior to the delivery of Barclays’ opinion. Financial metrics of the Company presented on a pro forma basis (“PF”) give effect to the Company’s acquisitions of Boom, DMS, Sila Money and Intellipay as if each had been completed at the beginning of the applicable period, as provided by the Company. The results of this selected comparable company analysis are summarized below:

Barclays selected the comparable companies listed above because of similarities in one or more business or operating characteristics with the Company. However, because no selected comparable company is exactly the same as the Company, Barclays believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, Barclays also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of the Company and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels, degree of operational risk, capital structure and ownership mix between the Company and the companies included in the selected company analysis. Based upon these judgments, Barclays selected a range of EV/EBITDA multiples of 6.0x to 7.5x for PF LTM 6/30/2026, 5.5x to 7.0x for CY26E, and 5.0x to 6.5x for CY27E. Barclays then applied such ranges to the Company’s estimated PF Adjusted EBITDA for each respective period to calculate a range of implied prices per Share on a fully diluted basis. The following summarizes the result of these calculations:

Barclays noted that on the basis of the selected comparable company analysis, the transaction consideration of $8.05 per share was within the range of implied values per share calculated based on the Comparable Public Companies analysis.

Selected Precedent Transaction Analysis

Barclays reviewed and compared the purchase prices and financial multiples paid in selected other transactions that Barclays, based on its experience with merger and acquisition transactions, deemed relevant. Barclays chose such transactions based on, among other things, the similarity of the applicable target companies in the transactions to the Company with respect to the size, business mix, and other characteristics of their businesses. The following table sets forth the transactions analyzed based on such characteristics:

As part of its selected precedent transaction analysis, for each of the selected transactions based on information Barclays obtained from company filings, FactSet data, broker research and other publicly available data, Barclays analyzed the ratio of each target company’s EV to both the company’s EBITDA over the last 12-month period (“LTM”) and the forward 12-month period (“NTM”) as of, or around, the time of announcement of the respective transactions. The results of this analysis are summarized below:

The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of the Company and the companies included in the selected precedent transaction analysis. Accordingly, Barclays believed that a purely quantitative selected precedent transaction analysis would not be particularly meaningful in the context of considering the proposed transaction. Barclays therefore made qualitative judgments concerning differences between the characteristics of the selected precedent transactions and the proposed transaction which would affect the acquisition values of the selected target companies and the Company. Based upon these judgments, Barclays selected a range of EV/LTM EBITDA multiples of 7.0x to 10.0x and a range of EV/NTM EBITDA multiples of 6.5x to 9.5x. Barclays then applied such range to the Company’s actual LTM PF Adjusted EBITDA as of June 30, 2026 and the Company’s projected NTM PF Adjusted EBITDA as of June 30, 2026 as included in the Management Projections to calculate a range of implied prices per share of the Company. The following summarizes the results of these calculations:

Barclays noted that on the basis of the selected precedent transaction analysis, the transaction consideration of $8.05 per share was within the range of implied values per share based on EV/ LTM EBITDA and EV/NTM EBITDA multiples, calculated based on the Selected Precedent Transaction Analysis.

Discounted Cash Flow Analysis

In order to estimate the present value of the Shares, Barclays performed a discounted cash flow analysis of the Company. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

To calculate the estimated enterprise value of the Company using the discounted cash flow method, Barclays added (i) the Company’s projected unlevered free cash flows for the six-month period ending December 31, 2026 and for fiscal years 2027 through 2030 based on the Management Projections, (ii) the Company’s projected cash savings from net operating losses for such periods based on the NOL Projections, together with the present value of the impact of the balance of projected net operating losses, assuming the remaining balance of non-federal net operating losses is fully used in the year following the end of the Management Projections, and (iii) the “terminal value” of the Company as of the end of fiscal year 2030, discounting all such amounts to their present value as of June 30, 2026 using a range of selected discount rates described below.

The unlevered free cash flows were calculated by taking the Company’s Adjusted EBITDA and subtracting stock-based compensation (which was treated as a cash expense), taxes, capital expenditures, changes in net working capital, payments for business acquisitions and payments of contingent consideration for historical acquisitions. The residual value of the Company at the end of the forecast period, or “terminal value,” was estimated by selecting a range of Terminal EV/LTM Adjusted EBITDA multiples of 6.0x to 7.5x, which range was derived by Barclays using its professional judgment and experience and applying such range to the Company’s 2030 Adjusted EBITDA. The range of discount rates of 10.5% to 14.0% was selected based on an analysis of the weighted average cost of capital of the Company and certain information of the comparable companies and based on Barclays’ professional judgment and experience.

Barclays then calculated a range of implied equity values per Share on a fully diluted basis by subtracting the Company’s estimated net debt and noncontrolling interest, from the estimated enterprise value using the discounted cash flow method and dividing such amount by the fully diluted number of Shares, as provided by Company management. The foregoing analysis yielded an implied range of implied values per Share on a fully diluted basis of $6.63 to $11.92.

Barclays noted that on the basis of the discounted cash flow analysis, the Merger Consideration of $8.05 per share was within the range of implied values per share calculated using Management Projections (including the NOL Projections).

Sum-of-the-Parts Analysis

Barclays also performed a sum-of-the-parts analysis of the Company on the basis of the public trading multiples of the selected comparable companies, in order to derive a range of implied equity values per Share by reference to the trading multiples applicable to each of the Company’s business segments individually rather than to the Company as a whole. Barclays separately derived implied enterprise value reference ranges for each of the Company’s three reportable segments: (a) Merchant Solutions, (b) Treasury Solutions and (c) Payables.

For each segment, Barclays applied a reference range of EV to Adjusted EBITDA multiples, in each case selected based on Barclays’ professional judgment and experience and on its analysis of the EV to Adjusted EBITDA multiples of certain selected comparable companies, for each reporting segment, as described above under “Selected Comparable Company Analysis”. Barclays applied such reference ranges to each segment’s PF Adjusted EBITDA, inclusive of corporate cost allocations distributed across the segments based on each segment’s relative percentage contribution to Adjusted EBITDA, in each case as reflected in the Management Projections, for each of (i) the last twelve months ended June 30, 2026, (ii) fiscal year 2026 and (iii) fiscal year 2027, as set forth in the table below:

Barclays then calculated a range of implied equity values per Share on a fully diluted basis by adding the implied enterprise values of each segment, subtracting the Company’s estimated net debt and noncontrolling interest from the estimated Company enterprise value and dividing the result by the fully diluted number of Shares, as provided by Company management. The following summarizes the results of these calculations:

The sum-of-the-parts reference range set forth above represents the average of the low ends, and the average of the high ends, of the implied equity value per share ranges derived from the last twelve months ended June 30, 2026, fiscal year 2026 and fiscal year 2027 PF Adjusted EBITDA metrics.

Barclays noted that on the basis of the sum-of-the-parts analysis, the Merger Consideration of $8.05 per share was within the range of implied equity values per share based on the Sum-of-the-Parts analysis.

Other Factors

Barclays also reviewed and considered other factors, which were not considered part of its financial analyses in connection with rendering its opinion, but were references for informational purposes, including, among other things, the Historical Share Price Analysis, Illustrative Leveraged Acquisition Analysis, Analyst Price Target Analysis and Transaction Premium Analysis described below.

Historical Share Price Analysis

To illustrate the trend in the historical trading prices of the Shares, Barclays considered historical data with regard to the trading prices of the Shares for the period from September 17, 2025 to September 16, 2026.

Illustrative Leveraged Acquisition Analysis

Barclays performed a leveraged acquisition analysis in order to ascertain a price for the Shares which might be achieved in a leveraged buyout transaction using a debt capital structure consistent for such buyout transactions and based upon current market conditions. Barclays conducted such analysis assuming that the Company continues on a standalone basis consistent with the Management Projections through the end of fiscal year 2030.

Analyst Price Target Analysis

Barclays reviewed the price target for the Shares most recently published by research analysts covering the Company as of September 16, 2026.

Transaction Premium Analysis

In order to assess the premium offered to the stockholders of the Company in the proposed transaction relative to the premiums offered to stockholders in other similar transactions, Barclays reviewed the premiums paid in selected transactions announced since 2018 involving publicly traded target companies in the Technology sector, which in each case involved a majority owner acquiring the remaining minority ownership of the target. For each transaction, Barclays calculated the premium per share paid by the acquiror by comparing the announced transaction value per share to (i) the target company’s closing share price on the unaffected date and (ii) the target company’s 30-day volume weighted average price as of the unaffected date.

General

Barclays is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. The Special Committee selected Barclays because of its familiarity with the Company and its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, as well as substantial experience in transactions comparable to the proposed transaction.

Barclays is acting as financial advisor to the Special Committee in connection with the proposed transaction. As compensation for its services in connection with the proposed transaction, the Company paid Barclays $1.5 million upon the delivery of Barclays’ formal valuation presentation, which is referred to as the “Valuation Fee.” The Company also paid Barclays $1.5 million upon the delivery of Barclays’ opinion, which is referred to as the “Opinion Fee”. Neither the Valuation Fee nor the Opinion Fee was contingent upon the conclusion of Barclays’ opinion or the consummation of the proposed transaction. Additional compensation of $11.0 million will be payable on completion of the proposed transaction, against which the amounts paid as the Valuation Fee and the Opinion Fee will be credited. In addition, the Company has agreed to reimburse Barclays for a portion of its reasonable out-of-pocket expenses incurred in connection with the proposed transaction and to indemnify Barclays for certain liabilities that may arise out of its engagement by the Company and the rendering of Barclays’ opinion. In the past two years, Barclays has not performed any investment banking and financial services for either the Company or Parent for which Barclays has received fees, but Barclays may in the future perform such services and may receive customary fees for such services.

Barclays and its affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, Barclays and its affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of the Company for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments.

Certain Other Presentations by Barclays

In addition to the materials presented to the Special Committee on September 18, 2026, in connection with the delivery of its opinion, Barclays prepared and presented to the Special Committee preliminary valuation analyses, discussion materials and update materials during the course of the process described under “— Background of the Merger.” Each of those presentations has been filed as an exhibit to the Schedule 13E-3. None of those presentations constitutes an opinion of Barclays with respect to the Merger Consideration, and the analyses in each were based on information available to Barclays, and on market, economic and other conditions, as of the date of the applicable presentation. Because those presentations were prepared at earlier stages of the process and reflect different financial projections, capital structure assumptions and market data, their analyses are not directly comparable to the analyses summarized above or to one another, and they should not be relied upon as indicative of the views of Barclays or the Special Committee as of the date of this proxy statement.

The reports, opinions and appraisals referred to in this section will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of Shares or representative who has been so designated in writing.

Position of the Purchaser Filing Parties as to the Fairness of the Merger

Under the SEC rules governing “going private” transactions, the Purchaser Filing Parties are affiliates of the Company engaged in the Merger and filing persons on the Schedule 13E-3 and, therefore, are required to express their beliefs as to the fairness of the Merger to the Unaffiliated Company Stockholders. The Purchaser Filing Parties are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. The views of the Purchaser Filing Parties as to the fairness of the Merger are not intended to be, and should not be construed as, a recommendation to any Company stockholder as to how such stockholder should vote on the Merger Agreement Proposal.

The Purchaser Filing Parties have interests in the Merger that are different from, and in addition to, those of the Unaffiliated Company Stockholders. See “Other Important Information Regarding the Purchaser Filing Parties” and “— Interests of the Company’s Directors and Executive Officers in the Merger.”

None of the Purchaser Filing Parties has undertaken any formal evaluation of the fairness of the Merger to the Unaffiliated Company Stockholders or engaged a financial advisor for such purpose. Other than Mr. Priore’s participation to the extent specifically described under “— Background of the Merger” and “— Certain Unaudited Prospective Financial Information,” none of the Purchaser Filing Parties participated in the deliberations of the Special Committee or the Board regarding the Merger. None of the Purchaser Filing Parties received advice from the legal or other advisors of the Special Committee or the Company as to the fairness of the Merger. The opinion of Barclays was provided solely for the benefit of the Special Committee, and none of the Purchaser Filing Parties reviewed or relied on such opinion or the related analyses of Barclays.

Based on, among other things, the factors considered by, and the analyses and resulting conclusions of, the Special Committee and the Board described under “— Reasons for the Merger; Recommendation of the Board and the Special Committee,” (other than the opinion of Barclays and the financial analyses underlying it), which analyses and resulting conclusions the Purchaser Filing Parties expressly adopt, and the factors described below, the Purchaser Filing Parties believe that the Merger is substantively and procedurally fair to the Unaffiliated Company Stockholders. In reaching their conclusion as to the substantive fairness of the Merger, the Purchaser Filing Parties considered the following factors, among others:

•        the fact that the Merger Consideration is all cash, thus allowing Company stockholders (other than the Supporting Stockholders) to immediately realize a certain value for their Shares, which value represents a premium of approximately 38% over the closing price of the Shares on the last trading day before the Company publicly announced the Merger;

•        the fact that the Merger will provide liquidity for the Company stockholders (other than the Supporting Stockholders) without the delays that would otherwise be necessary in order to liquidate the positions of larger holders, and without incurring brokerage and other costs typically associated with market sales;

•        the current and historical market prices of the Shares, including the market performance of the Shares relative to those of other participants in the Company’s industry and general market indices;

•        without adopting the opinion of Barclays or its related analyses, the fact that the Special Committee received an opinion from Barclays, dated September 18, 2026, to the effect that, as of that date and based upon and subject to the assumptions, procedures, qualifications and limitations set forth therein, the Merger Consideration to be offered to the stockholders of the Company (other than the holders of Excluded Shares) was fair, from a financial point of view, to such stockholders;

•        the fact that the obligation of Parent and Merger Sub to consummate the Merger is not conditioned on the receipt of the Closing Restricted Payment, the receipt of any financing or the consummation of any other transaction, thereby reducing financing-related closing risk; and

•        the fact that the Company has the ability, under certain circumstances, to seek specific performance under the Merger Agreement to prevent breaches of the Merger Agreement and to specifically enforce the terms of the Merger Agreement, and the Company is a specified third-party beneficiary with enforcement rights under the Equity Commitment Letter in order to cause the Financing to be funded.

The Purchaser Filing Parties did not consider the liquidation value of the Company because they consider the Company to be a viable going concern that will continue to operate its business following the Merger. Accordingly, the Purchaser Filing Parties did not consider liquidation value to be a relevant methodology.

The Purchaser Filing Parties did not consider net book value, which is an accounting concept, to be a material indicator of the value of the Company as a going concern because net book value reflects historical costs and does not take into account the prospects of the Company, market conditions, trends in the industry in which the Company operates or the business risks inherent in that industry. The Purchaser Filing Parties note, however, that the Merger Consideration of $8.05 in cash per Share exceeds the Company’s negative book value per Share as of June 30, 2026 by approximately $8.91 per Share.

The Purchaser Filing Parties did not establish, and did not consider, a separate going concern value for the Company as a public company in determining the fairness of the Merger Consideration to the Unaffiliated Company Stockholders because, following the Merger, the Company will have a significantly different capital structure. However, to the extent the pre-Merger going concern value of the Company was reflected in the unaffected price of the Shares, the Merger Consideration of $8.05 in cash per Share, represents a premium of approximately 65% to the closing price of $4.87 per Share on November 7, 2025, the last full trading day prior to the public disclosure of the initial proposal, and accordingly represents a premium to such going concern value. The Merger Consideration also represents a premium of approximately 38% to the closing price of $5.83 per Share on September 18, 2026, the last full trading day before the public announcement of the Merger Agreement, which price the Purchaser Filing Parties note was affected by the public disclosure of the initial proposal.

In evaluating the substantive fairness of the Merger to the Unaffiliated Company Stockholders, the Purchaser Filing Parties did not consider the prices paid in other past transactions in which any Shares were purchased, since any such purchases were made at then-current market or trading prices of such Shares and do not necessarily reflect the present market value of the Shares. The Purchaser Filing Parties also did not consider the $7.75 per Share public offering price in the underwritten secondary offering completed in January 2025, in which the Majority Stockholder sold an aggregate of 400,000 Shares and John V. Priore, together with AESV, sold an aggregate of 4,697,431 Shares, to be relevant to the fairness of the Merger Consideration, other than to note that the Merger Consideration of $8.05 in cash per Share exceeds such offering price.

The Purchaser Filing Parties were not aware of any firm offer received by the Company from anyone other than the Purchaser Filing Parties during the two years preceding the execution of the Merger Agreement for (i) a merger or consolidation of the Company with another company, (ii) the sale or transfer of all or a substantial part of the Company’s assets or (iii) the purchase of all or a substantial portion of the Company’s securities that would enable such person to exercise control of or significant influence over the Company.

Other than the opinion of Barclays described above, the Purchaser Filing Parties did not receive any reports, opinions or appraisals from any outside party materially related to the fairness of the Merger or the Merger Consideration and, accordingly, did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the Merger to the Unaffiliated Company Stockholders.

The Purchaser Filing Parties further believe that the Merger is procedurally fair to the Unaffiliated Security Holders, based upon, among other things, the following factors:

•        the fact that the Special Committee was formed at the outset of the Company’s consideration of a potential transaction and prior to any consideration of the Merger Agreement and the transactions contemplated thereby, including the Merger, or any negotiations with respect thereto;

•        the fact that the Special Committee and the Board were fully informed about the extent to which the interests of the Purchaser Filing Parties in the Merger potentially differed from those of the Unaffiliated Company Stockholders;

•        the fact that the Special Committee acted solely to represent the interests of the Unaffiliated Security Holders;

•        the fact that the consideration and negotiation of the Merger Agreement were conducted entirely under the control and supervision of the Special Committee, which consists solely of independent and disinterested directors who are not officers or employees of the Company and are not affiliated with any of the Purchaser Filing Parties, and that the Board (other than Mr. Priore and Mr. Crisafulli, each of whom recused himself) determined that each member of the Special Committee is disinterested with respect to the Merger and that no limitations were placed on the Special Committee’s authority;

•        the fact that the Special Committee had the benefit of advice from outside legal and financial advisors;

•        the fact that the Special Committee had the full power and authority to negotiate the terms and conditions of any strategic transaction involving the Company (including the Merger), including to reject any proposals made by the Majority Stockholder, the Purchaser Filing Parties or any other person, as well as to cause the Company to adopt such defenses to an unsolicited bid as the Special Committee may deem reasonably necessary;

•        the recognition by the Special Committee and the Board that the Special Committee had no obligation to recommend any transaction, including a transaction with the Majority Stockholder or Purchaser Filing Parties;

•        the fact that, since the outset of the strategic process that resulted in execution of the Merger Agreement, the Majority Stockholder’s proposal for the potential transaction was conditioned upon the creation of, and subsequent approval by, the Special Committee;

•        the fact that the Merger Consideration was the result of the Special Committee’s extensive arm’s-length negotiations with the Majority Stockholder and Parent;

•        the fact that the Merger was approved by a majority of the directors of the Company who are not employees of the Company;

•        the fact that no amendment or waiver of the Support Agreement may be made by the Company or the Board without the approval of the Special Committee, and that the Special Committee directs the Company’s enforcement of the Support Agreement against the Supporting Stockholders;

•        the fact that the Merger Agreement conditions the Merger on the Company receiving the affirmative vote of a majority of the votes cast by the disinterested stockholders (as such term is defined in Section 144 of the DGCL), which, for the avoidance of doubt, excludes any stockholder that is not an Unaffiliated Company Stockholder, to approve the Merger Agreement Proposal;

•        the Company’s ability, under certain circumstances as set out in the Merger Agreement, to provide information to, or participate in discussions or negotiations with, third parties regarding any Company Acquisition Proposal that constitutes, or is reasonably likely to lead to, a Company Superior Proposal;

•        the Company’s ability, under certain circumstances as set out in the Merger Agreement, to terminate the Merger Agreement to enter into any acquisition agreement, letter of intent, agreement in principle or similar agreement with respect to a Company Superior Proposal, subject to paying Parent a termination fee of $15,750,000 in cash, subject to and in accordance with the terms and conditions of the Merger Agreement;

•        the availability of appraisal rights under Section 262 of the DGCL to holders of Shares (other than the Supporting Stockholders) who do not vote in favor of the adoption of the Merger Agreement and who otherwise comply with all of the required procedures under Delaware law, which allow such holders to seek appraisal of the fair value of their Shares as determined by the Delaware Court of Chancery in lieu of receiving the Merger Consideration; and

•        the fact that, in certain circumstances under the terms of the Merger Agreement, the Special Committee and the Board are able to change, withhold, withdraw, qualify or modify their recommendation of the Merger.

The Purchaser Filing Parties also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the proposed Merger, including:

•        the risk that the Merger might not be completed in a timely manner or at all;

•        the fact that Parent’s obligation to consummate the Merger is conditioned on each of the Truist Credit Agreement and the Varde Credit Agreement remaining in full force and effect;

•        that Ultimate Parent, Parent and Merger Sub are newly formed entities with essentially no assets other than their respective rights in respect of the Financing and the Rollover;

•        even though the Company has the ability, under certain circumstances, to conduct negotiations with a third party that makes an unsolicited bona fide written proposal for a business combination or acquisition of the Company that is reasonably likely to lead to a Company Superior Proposal, the Majority Stockholder acknowledged in a response to an inquiry by the Special Committee that he is not interested in selling his stake in the Company (which, as of October 23, 2026, represented beneficial ownership of approximately 56.4% of the outstanding Shares by the Majority Stockholder alone, and approximately 61.4% of the outstanding Shares by the Supporting Stockholders as a group) to a third party and was only interested in a transaction in which he and his affiliated entities acquire all of the Shares, which may in the future discourage third parties from submitting alternative acquisition proposals with terms and conditions, including price, that may be superior to the Merger;

•        the fact that the Company stockholders (other than the Supporting Stockholders) will not participate in any future earnings, appreciation in value or growth of the Company’s business and will not benefit from any potential sale of the Company or its assets to a third party in the future;

•        the restrictions on the conduct of the Company’s business prior to the completion of the Merger set forth in the Merger Agreement, which may delay or prevent the Company from undertaking business opportunities that may arise and certain other actions it might otherwise take with respect to the operations of the Company pending completion of the Merger;

•        the potential negative effect that the pendency of the Merger, or a failure to complete the Merger, could have on the Company’s business and relationships with its employees, vendors and customers;

•        subject to the terms and conditions of the Merger Agreement, that the Company and its subsidiaries are restricted from soliciting, initiating, proposing or inducing the submission of Company Acquisition Proposals from third parties or knowingly encouraging, facilitating or assisting any inquiry or proposal that would reasonably be expected to lead to a Company Acquisition Proposal;

•        the possibility that the amounts that may be payable by the Company upon the termination of the Merger Agreement, including payment to Parent of a Company Termination Fee of $15,750,000 in cash, and the processes required to terminate the Merger Agreement, including the opportunity for Parent to negotiate to make adjustments to the Merger Agreement, could discourage other potential acquirors from making a competing bid to acquire the Company; and

•        the fact that an all-cash transaction would generally be taxable to the Company’s stockholders who receive cash proceeds and are U.S. holders for U.S. federal income tax purposes. See “— Material U.S. Federal Income Tax Consequences of the Merger” for additional information.

The foregoing discussion of the information and factors considered by the Purchaser Filing Parties in connection with the fairness of the Merger is not intended to be exhaustive but is believed to include all material factors considered by them. The Purchaser Filing Parties did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Merger. Rather, the Purchaser Filing Parties reached their position as to the fairness of the Merger after considering the foregoing factors as a whole.

The Purchaser Filing Parties believe that these factors provide a reasonable basis upon which to form their belief that the Merger is substantively and procedurally fair to the Unaffiliated Company Stockholders. This belief, however, is not intended to be, and should not be construed as, a recommendation to any Company stockholder as to how such stockholder should vote on the Merger Agreement Proposal. None of the Purchaser Filing Parties makes any such recommendation. The Purchaser Filing Parties attempted to negotiate the terms of a transaction that would be most favorable to them, and not to the Unaffiliated Company Stockholders.

Purpose and Reasons of the Purchaser Filing Parties for the Merger

Under the SEC rules governing “going private” transactions, the Purchaser Filing Parties are affiliates of the Company engaged in the Merger and filing persons on the Schedule 13E-3 and, therefore, are required to state their purposes and reasons for the Merger. The Purchaser Filing Parties are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. The views of the Purchaser Filing Parties described in this section are not intended to be, and should not be construed as, a recommendation to any Company stockholder as to how such stockholder should vote on the Merger Agreement Proposal.

The Purchaser Filing Parties’ purpose in pursuing the Merger is to cause Parent to acquire the equity interests in the Company not already owned by the Supporting Stockholders, cause the Company to become privately held, permit the Supporting Stockholders and the Equity Financing Source to participate in the future performance of the Company through their ownership of Ultimate Parent and permit Mr. Priore to retain control of the Company following completion of the Merger.

The Purchaser Filing Parties believe that the Company’s long-term business strategy can be pursued more effectively as a privately held company. As described under “— Background of the Merger,” in his November 9, 2025 proposal, Mr. Priore expressed his view that the Company had developed a recurring-revenue business model with a strong record of free cash flow generation, but that the public markets had consistently undervalued the Company’s progress while focusing on short-term volatility. The Purchaser Filing Parties believe that private ownership will provide the Company and its management with greater flexibility to focus on long-term growth, operational performance and cash generation and to pursue strategic and operational initiatives without the public market’s emphasis on short-term results and volatility.

The Purchaser Filing Parties recognize that their continuing indirect investment in the Company following completion of the Merger will subject them to the risks associated with the Company’s future performance and that the anticipated benefits of private ownership may not be realized. However, they believe that the potential long-term benefits of private ownership justify assuming those risks.

The Purchaser Filing Parties believe that structuring the transaction as a merger in which Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent, is preferable to other transaction structures because (i) it will enable Parent to acquire all of the outstanding Shares (other than the Rollover Shares) at the same time, (ii) it will allow the Company to cease to be a publicly registered and reporting company, (iii) it represents an opportunity for the Unaffiliated Company Stockholders to immediately realize the value of their investment in the Company and (iv) it will permit the Supporting Stockholders and the Equity Financing Source to participate in the future performance of the Company through their ownership of Ultimate Parent.

The Purchaser Filing Parties considered continuing to own their interests in the Company while the Company remained publicly traded, but did not favor that alternative because it would not achieve the benefits of private ownership described above. The Purchaser Filing Parties also did not consider a sale of Mr. Priore’s controlling interest in the Company to a third party to be a viable alternative because Mr. Priore was not interested in selling his interest and instead intended to maintain a substantial continuing investment in the Company. The Purchaser Filing Parties did not give significant consideration to other transaction structures because they believed that the Merger was the most direct and effective means of accomplishing their objectives.

The Purchaser Filing Parties believe that the timing of the Merger is appropriate in light of the considerations underlying Mr. Priore’s November 9, 2025 proposal. In particular, the Purchaser Filing Parties believe that the Merger provides an opportunity to take the Company private at a time when they believe the Company can benefit from a longer-term approach to its business and strategy, while permitting the Supporting Stockholders and the Equity Financing Source to participate in the Company’s future performance.

Plans for the Company After the Merger

Following completion of the Merger, Merger Sub will have been merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent. The Shares of the Company are currently listed on the Nasdaq and registered under the Exchange Act. Following completion of the Merger, there will be no further market for the Shares and, as promptly as practicable following the Effective Time and in compliance with applicable law, the Company’s securities will be delisted from the Nasdaq and deregistered under the Exchange Act.

The Parent Entities currently anticipate that the Company’s operations initially will be conducted following completion of the Merger substantially as they are currently being conducted (except that the Company will cease to be a public company and will instead be a wholly owned subsidiary of Parent). The Majority Stockholder has no immediate plans other than to reduce the size and cost structure of the board of directors consistent with a privately held enterprise. Further, following completion of the Merger, the Parent Entities will continue to assess the Company’s assets, corporate and capital structure, capitalization, operations, business, properties and personnel to determine what additional changes, if any, would be desirable following the Merger to enhance the business and operations of the Company. In addition, Parent may seek to buy or combine the Company with target companies that provide earnings and growth synergies; however, although presently there are no such contracts, arrangements, plans, proposals, commitments or understandings regarding any such transactions, the Parent Entities and certain of their affiliates may seek, from and after the Effective Time, to acquire target companies or assets that operate in the Company’s industry.

From and after the Effective Time of the Merger, (a) the directors of Merger Sub will become and constitute the only directors of the Surviving Corporation, and such directors will serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the organizational documents of the Surviving Corporation, and (b) the officers of the Company will constitute the only officers of the Surviving Corporation, and such officers will serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the organizational documents of the Surviving Corporation.

Certain Effects of the Merger; Treatment of the Shares

If the Merger Agreement is approved by the requisite votes of the Company’s stockholders and all other conditions to the Closing of the Merger are either satisfied or waived, Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent and the following will occur.

Treatment of the Shares

At the Effective Time, each Share outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be converted into the right to receive the Merger Consideration, without interest, less any applicable withholding taxes, in accordance with and subject to the terms and conditions set forth in the Merger Agreement, whereupon all such Shares will cease to be outstanding and shall cease to exist, and the holders of such Shares will cease to have any rights with respect thereto, other than the right to receive the Merger Consideration and the right to receive dividends and other distributions, in each case, subject to and in accordance with the terms and conditions of the Merger Agreement.

Treatment of Equity Compensation Awards

Company Options

At the Effective Time, each outstanding option to acquire Shares (each, a “Company Option”) granted under the Company’s 2018 Equity Incentive Plan (the “Company Stock Plan”), whether vested or unvested, will be fully vested, cancelled and automatically converted into the right to receive a lump sum cash payment equal to the product of (A) the excess, if any, of the Merger Consideration over the applicable exercise price per Share subject to such Company Option multiplied by (B) the number of Shares subject to such Company Option.

Company RSUs

At the Effective Time, each outstanding restricted share unit award granted pursuant to the Company Stock Plan (each, a “Company RSU”), whether vested or unvested, will vest in full and be cancelled and automatically converted into the right to receive the Merger Consideration for each Share subject to such Company RSU.

Company PSUs

At the Effective Time, each outstanding restricted share unit award granted pursuant to the Company Stock Plan, the vesting of which is conditioned in full or in part based on achievement of performance goals or metrics (each, a “Company PSU”), will vest at target level of performance achievement and be cancelled and automatically converted into the right to receive the Merger Consideration for each Share subject to such then-vested Company PSU.

Company ESPP

The Merger Agreement generally provides that, after September 18, 2026, no new offering periods will commence under the Company’s 2021 Employee Stock Purchase Plan, as amended (which we refer to as the “Company ESPP”), no participant contributions under the Company ESPP will be increased and no new participants will be permitted to commence participation in the Company ESPP. In addition, no offering period in effect as of September 18, 2026 will be extended. With respect to the offering period in effect at the Effective Time, if any, all outstanding purchase rights under the Company ESPP will be exercised as of no later than three (3) Business Days prior to the date on which the Effective Time occurs, and each Company ESPP participant’s accumulated contributions under the Company ESPP will be used to purchase Shares in accordance with the terms of the Company ESPP as of such exercise date. All Shares purchased on such date will be treated in accordance with the terms and conditions of the Merger Agreement. Subject to the consummation of the transactions contemplated by the Merger Agreement, the Company ESPP will terminate effective immediately prior to the Effective Time.

Benefits of the Merger for the Company’s Unaffiliated Company Stockholders

The primary benefit of the Merger to the Unaffiliated Company Stockholders (other than the holders of the Excluded Shares) will be their right to receive the Merger Consideration of $8.05 per Share in cash, without interest, less any applicable withholding taxes, in accordance with and subject to the terms and conditions set forth in the Merger Agreement, representing a premium of approximately 65% over the closing price of $4.87 per Share on November 7, 2025, the last full trading day prior to the public disclosure of Mr. Priore’s initial proposal, and approximately 38% over the closing price of the shares of the Company’s common stock on September 18, 2026, the last trading day before the Company publicly announced the Merger. Additionally, such security holders will avoid the risk after the Merger of any possible decrease in our future earnings, growth or value.

Detriments of the Merger to the Company’s Unaffiliated Company Stockholders

The primary detriments of the Merger to our Unaffiliated Company Stockholders include the lack of an interest of such security holders in the potential future earnings, growth, or value realized by the Company after the Merger.

Certain Effects of the Merger for the Supporting Stockholders

Following the Merger, all of the equity interests in the Company will be beneficially owned, indirectly through Ultimate Parent, by the Supporting Stockholders and the Equity Financing Source. If the Merger is completed, the Supporting Stockholders and the Equity Financing Source will be the sole beneficiaries of our future earnings and growth, if any, and they will be the only ones entitled to vote on corporate matters affecting the Company following the Merger.

The Company’s historical net income attributable to its common stockholders for the six months ended June 30, 2026 was approximately $19,623 thousand and its historical net book value as of June 30, 2026 was approximately $(71,051) thousand. The table below sets forth each of the Supporting Stockholders’ direct or indirect interest in the Company’s net book value and net income before and immediately after the Merger, based on the historical net book value and net income of the Company as of and for the six months ended June 30, 2026.

____________

(1)      Based on 46,600,996 Shares beneficially owned by Mr. Priore and 4,067,207 Shares beneficially owned by John V. Priore and AESV, as a percentage of 82,420,307 Shares outstanding as of June 30, 2026.

(2)      Assumes that (i) no additional persons become Supporting Stockholders and (ii) the Equity Financing Source will own 9.2% of Ultimate Parent’s fully diluted common equity as of the Closing Date. Excludes ownership of Ultimate Parent’s Series A Preferred units.

(3)      Includes Shares owned by Parent.

(4)      Includes Shares beneficially owned by Mr. Priore directly and indirectly through the Thomas C. Priore Irrevocable Insurance Trust u/a/d 1/8/2010.

(5)      Includes Shares beneficially owned by John V. Priore directly and indirectly through AESV.

Certain Effects on the Company if the Merger is Not Completed

If the Merger Agreement Proposal is not approved by the Company’s stockholders or if the Merger is not completed for any other reason, the Company’s stockholders will not receive any payment for their Shares in connection with the Merger. Instead, unless the Company is sold to a third party, the Company will remain an independent public company, and the Shares will continue to be listed and traded on the Nasdaq, so long as the Company continues to meet the applicable listing requirements. In addition, if the Merger is not completed, the Company expects that Management will operate the Company’s business in a manner similar to that in which it is being operated today and that the Company’s stockholders will continue to be subject to the same risks and opportunities to which they are currently subject. There is no assurance as to the effect of these risks and opportunities on the future value of your Shares, including the risk that the market price of Shares may decline to the extent that the current market price of Shares reflects a market assumption that the Merger will be completed. Under certain circumstances, if the Merger is not completed, the Company would be required to pay Parent a Company Termination Fee of $15,750,000 in cash, or Parent would be required to pay the Company a Parent Termination Fee of $35,250,000. See “The Merger Agreement — Termination Fees.”

Certain Unaudited Prospective Financial Information

The Company does not, as a matter of course, publicly disclose long-term projections as to future performance, earnings or other results given, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, the Company is including a summary of the January 2026

Projections (defined below) and the September 2026 Projections (defined below) (collectively, the “Summary Projections”) prepared by Company management that were used in developing the Company’s LRP and provided to the Special Committee and the Special Committee’s financial and legal advisors in connection with their evaluation of the Merger.

The Summary Projections were prepared on a stand-alone basis and do not take into account the Merger or any of the other transactions contemplated thereby, including any costs incurred in connection with the Merger, or any changes to Company operations or strategy that may be implemented after the completion of the Merger. As a result, the financial projections included in the Summary Projections are not a guarantee of performance and actual results likely will differ, and may differ materially, from those contained in the Summary Projections. You should note that the Summary Projections constitute forward-looking statements. See “Cautionary Statement Regarding Forward-looking Statements.”

Certain members of Company management provided the Summary Projections to the Special Committee, and the Special Committee reviewed, approved and directed representatives of Barclays to use the January 2026 Projections in connection with its preliminary financial analyses and the September 2026 Projections in connection with performing certain of its financial analyses in connection with its opinion, as described in more detail in the section of this proxy statement captioned “Special Factors — Opinion of Barclays Capital Inc.” The Summary Projections include the growth plan of the Company prepared by members of Company management in connection with the process described in the section of this proxy statement entitled “Special Factors — Background of the Merger” (i.e., the January 2026 Projections), which the Special Committee and members of Company management believe reflected estimates related to future results and long-term performance of the Company and were later updated in September 2026 (i.e., the September 2026 Projections), The Summary Projections were prepared for internal use only and not for public disclosure. Although the information in the Summary Projections is presented with specificity, it reflects various estimates and assumptions made by the Company’s management with respect to operating results, competitive conditions, capital expenditures, regulatory conditions, as well as the other matters described in the section of this proxy statement captioned “Cautionary Statement Regarding Forward-Looking Statements.”

January 2026 Projections

Set forth below are prospective Revenue, Adjusted EBITDA and Unlevered Free Cash Flow for the Company for fiscal years 2026 through 2030, which projections were prepared by members of Company management in January 2026 (the “January 2026 Projections”). The January 2026 Projections were prepared in connection with the process described in the section of this proxy statement entitled “Special Factors — Background of the Merger” and were based on (i) the growth plan for the Company for fiscal year 2026 that was prepared in the ordinary course and (ii) the assumptions of Company management in January 2026 for the years 2027 through 2030, which reflected certain revisions made by Company management following feedback from Mr. Priore, as described in the section of this proxy statement entitled “Special Factors — Background of the Merger”. The January 2026 Projections were approved by the Special Committee to be used by Barclays for its preliminary analysis. The January 2026 Projections included the following assumptions and limitations:

•        actual results through the fiscal quarter ending September 2025 and interim monthly financial results for October 2025 and November 2025;

•        2026 financial forecast was prepared based on the Company’s 2026 budget that was reviewed and approved by the Board on December 30, 2025 in the ordinary course of business as part of its strategic planning process;

•        total revenue growth at a c. 6.5% compounded annual growth rate (CAGR) through 2030 based on annual revenue growth rates ranging from c. 8% in 2026 to c. 5% in 2030, reflecting moderation to anticipated long-term organic growth rates on a blended basis;

•        adjusted gross profit margins remaining stable in the 40% to 41% range over the projected period but higher than the 39% adjusted gross profit margin through November 2025;

•        adjusted EBITDA margins remaining stable in the 23% to 24% range over the projected period and consistent with the adjusted EBITDA margin of 24% through November 2025; and

•        no anticipated acquisitions or divestitures during the projected period.

____________

(1)      “Adjusted EBITDA” is a non-GAAP measure which is defined as earnings before interest, taxes, depreciation and amortization, as adjusted for non-recurring items, unburdened by stock-based compensation expense and other similar expenses.

(2)      “Unlevered Free Cash Flow” is a non-GAAP financial measure which was calculated by Barclays in connection with its discounted cash flow analysis, using the financial information provided by Company management in the LRP, as Adjusted EBITDA (as shown in the table above) less: (i) stock-based compensation (which was treated as a cash expense), (ii) taxes, (iii) capital expenditures, (iv) changes in net working capital, (v) payments for business acquisitions and (vi) payments of contingent consideration for historical acquisitions.

September 2026 Projections

Set forth below are prospective Revenue, Adjusted EBITDA and Unlevered Free Cash Flow for the Company for fiscal years 2026 through 2030, which projections were prepared by members of Company management in September 2026 (the “September 2026 Projections”).

The September 2026 Projections were prepared in connection with the process described below and in the section of this proxy statement entitled “Special Factors — Background of the Merger” and were based on: (i) the growth plan for the Company for the remainder of the fiscal year 2026 that was prepared in the ordinary course; and (ii) the assumptions of Company management in the third fiscal quarter of 2026 for the years 2027 through 2030.

In August 2026, in light of the Company’s actual performance during the first half of 2026 and expected performance through the end of 2026 as of such time as further reflected in revised full year financial guidance provided to investors as part of the Company’s second quarter earnings release, members of Company management reviewed the January 2026 Projections and the assumptions underlying such forecasts, including with the Special Committee, in comparison to the Company’s 6+6 operating forecast. The January 2026 Projections did not account for certain risk factors including higher revenue from certain operating segments but at lower adjusted gross margins combined with lower new enrollment and boarding activity in other operating segments that were anticipated to have an impact on future operating performance. As a result, the Special Committee requested Company management to update the January 2026 Projections to include the actual performance during the first half of 2026 and the latest forecast of future performance. The September 2026 Projections were approved by the Special Committee to be used by Barclays for its analysis.

The September 2026 Projections included the following assumptions and limitations:

•        actual results through the fiscal quarter ending June 2026;

•        updated 2026 financial forecast was prepared based on the Company’s 6+6 forecast for the second half of fiscal 2026 in the ordinary course of business as part of its strategic planning process;

•        total revenue growth at a c. 6.7% CAGR through 2030 based on annual revenue growth rates ranging from c. 10% in 2026 to c. 4% in 2030, reflecting a shift from the January 2026 Projections based on higher anticipated revenue in certain operating segments in fiscal 2026 and 2027 offset in outer years by slower growth in other operating segments;

•        adjusted gross profit margins remaining stable at 39% over the projected period but lower than the January 2026 Projections because of lower margins on higher anticipated revenues in certain operating segments partially offset by higher anticipated interest rates based on then-current market forecasts;

•        adjusted EBITDA margins remaining stable in the c. 22% area over the projected period, but lower than the adjusted EBITDA margin of c. 23% for the first half of 2026; and

•        the inclusion of the results of IntelliPay, which the Company acquired in August 2026, and no anticipated acquisitions or divestitures following fiscal year 2026.

____________

(1)      “Adjusted EBITDA” is a non-GAAP measure which is defined as earnings before interest, taxes, depreciation and amortization, as adjusted for non-recurring items, unburdened by stock-based compensation expense and other similar expenses.

(2)      “Unlevered Free Cash Flow” is a non-GAAP financial measure which was calculated by Barclays in connection with its discounted cash flow analysis, using the financial information provided by Company management in the LRP, as Adjusted EBITDA (as shown in the table above) less: (i) stock-based compensation (which was treated as a cash expense), (ii) taxes, (iii) capital expenditures, (iv) changes in net working capital, (v) payments for business acquisitions and (vi) payments of contingent consideration for historical acquisitions.

The Summary Projections reflect estimates and judgments and are susceptible to sensitivities and assumptions, as well as to multiple interpretations based on actual experience and business developments. The Summary Projections cover multiple years, and such information by its nature becomes less predictive with each succeeding year. The Summary Projections are not, and should not be considered to be, a guarantee of future operating results. The Summary Projections should not be regarded as an indication that Company management, the Special Committee, the Board or any of their respective advisors or representatives, or any other person, considered or now considers the Summary Projections to be necessarily predictive of actual future results. Further, the Summary Projections are not fact and should not be relied upon as necessarily predictive of the Company’s actual future results or for purposes of making any investment decision.

Certain financial measures included in the Summary Projections are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. Financial measures included in the Summary Projections provided to the Special Committee, the Board and Barclays in connection with the Merger and the transactions contemplated thereby are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Summary Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Special Committee, the Board or Barclays. Accordingly, no reconciliation of the financial measures included in the Summary Projections is provided in this proxy statement.

The Summary Projections constitute forward-looking statements. By including the Summary Projections in this proxy statement, none of the Company, the Special Committee, the Board or any of their respective advisors or representatives, or any other person, has made or makes any representation to any person regarding the Company’s ultimate performance as compared to the information contained in the Summary Projections. The inclusion of the Summary Projections should not be regarded as an indication that the Company, the Special Committee, the Board or any of their respective advisors or representatives, or any other recipient of the Summary Projections, considered, or now considers, the Summary Projections to be necessarily predictive of the Company’s performance or actual future results. For information on factors that may cause our future results to materially vary, see the section of this proxy statement captioned “Cautionary Statement Regarding Forward-Looking Statements.” Further, the inclusion of the Summary Projections in this proxy statement does not constitute an admission or representation by the Company that the information presented is material. The Summary Projections have been included in this proxy statement solely to give the Company’s stockholders access to certain information that was made available to the

Special Committee, the Board and Barclays. The Summary Projections are not included in this proxy statement in order to influence any stockholder of the Company as to how to vote at the Special Meeting with respect to the Merger Agreement Proposal, or whether to seek appraisal rights with respect to their Shares.

IN LIGHT OF THE FOREGOING FACTORS AND THE UNCERTAINTIES INHERENT IN THE SUMMARY PROJECTIONS, THE COMPANY’S STOCKHOLDERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THE SUMMARY PROJECTIONS.

Interests of the Company’s Directors and Executive Officers in the Merger

In considering the recommendations of the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself in view of Mr. Priore’s interest and Mr. Crisafulli’s possible interest in the Merger) with respect to the Merger, the Company’s stockholders should be aware that the executive officers and directors have certain interests in the Merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. The Special Committee, consisting entirely of independent directors, and the Board were aware of these interests and considered the interests described below, among other matters, in evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger and in making their recommendations.

For purposes of this disclosure, the Company’s executive officers are:

•        Thomas Priore — Chairman and Chief Executive Officer

•        Tim O’Leary — Chief Financial Officer

•        Bradley Miller — General Counsel and Chief Risk Officer

•        Sean Kiewiet — Chief Strategy Officer

•        Ranjana Ram — Chief Operating Officer

Special Committee Fees

Each of the members of the Special Committee, consisting of directors who are not directly or indirectly affiliated with, and who are otherwise independent from, the Majority Stockholder and who are not members of the Company’s Management or otherwise interested in the Merger, will receive a fee of $5,000 per month (and the chair of the Special Committee will receive an additional fee of approximately $3,333 per month) for each month that the Special Committee is in effect, beginning on November 10, 2025 and extended on February 8, 2026, in connection with their services to the Company with respect to the Merger (which fee is not conditioned on the consummation of the Merger).

Payments to Executive Officers and Directors in Respect of Equity Awards

At the Effective Time of the Merger, each Company Option, Company RSU, and Company PSU will be converted into the right to receive cash payments based upon the Merger Consideration (less the applicable exercise price, in the case of Company Options, and with Company PSUs vesting at target level of performance achievement), as described below. As of October 23, 2026, the Company’s executive officers hold an aggregate of 1,545,211 unvested Company RSUs and Company PSUs (consisting of 724,311 Company RSUs and 820,900 Company PSUs) and no Company Options, which, based on the Merger Consideration of $8.05 per Share, would be converted at the Effective Time into the right to receive an aggregate of approximately $12,438,948 in cash.

Company Options

At the Effective Time, each outstanding option to acquire Shares (each, a “Company Option”) granted under the Company’s 2018 Equity Incentive Plan (the “Company Stock Plan”), whether vested or unvested, will be fully vested, cancelled and automatically converted into the right to receive a lump sum cash payment equal to the product of (A) the excess, if any, of the Merger Consideration over the applicable exercise price per Share subject to such Company Option multiplied by (B) the number of Shares subject to such Company Option.

Company RSUs

At the Effective Time, each outstanding restricted share unit award granted pursuant to the Company Stock Plan (each, a “Company RSU”), whether vested or unvested, will vest in full and be cancelled and automatically converted into the right to receive the Merger Consideration for each Share subject to such Company RSU.

Company PSUs

At the Effective Time, each outstanding restricted share unit award granted pursuant to the Company Stock Plan, the vesting of which is conditioned in full or in part based on achievement of performance goals or metrics (each, a “Company PSU”), will vest at target level of performance achievement and be cancelled and automatically converted into the right to receive the Merger Consideration for each Share subject to such then-vested Company PSU.

Company ESPP

The Merger Agreement generally provides that, after September 18, 2026, no new offering periods will commence under the Company’s 2021 Employee Stock Purchase Plan, as amended (which we refer to as the “Company ESPP”), no participant contributions under the Company ESPP will be increased and no new participants will be permitted to commence participation in the Company ESPP. In addition, no offering period in effect as of September 18, 2026 will be extended. With respect to the offering period in effect at the Effective Time, if any, all outstanding purchase rights under the Company ESPP will be exercised as of no later than three (3) Business Days prior to the date on which the Effective Time occurs, and each Company ESPP participant’s accumulated contributions under the Company ESPP will be used to purchase Shares in accordance with the terms of the Company ESPP as of such exercise date. All Shares purchased on such date will be treated in accordance with the terms and conditions of the Merger Agreement. Subject to the consummation of the transactions contemplated by the Merger Agreement, the Company ESPP will terminate effective immediately prior to the Effective Time.

Change in Control Agreements

The Company does not maintain stand-alone change in control agreements with any of its named executive officers or with any of its other executive officers, and does not maintain a change in control severance policy. Accordingly, no executive officer is entitled to any cash severance or other separation payment as a result of the Merger or of any termination of employment following the Merger, and the only Merger-related compensation payable to the Company’s executive officers is the cash payable in respect of their Company Options, Company RSUs and Company PSUs described above.

The Company does not provide any of its named executive officers or any of its other officers with a “gross up” for so-called golden parachute excise tax obligations payable by the executive officer in connection with a change in control or a subsequent termination of the executive officer’s employment.

None of the Company’s non-employee directors is party to a change in control agreement, and no non-employee director is entitled to any cash severance or other separation payment in connection with the Merger.

Indemnification Benefits

Pursuant to the terms of the Merger Agreement, the directors and officers of the Company will be entitled to certain ongoing indemnification and insurance coverage, including under directors’ and officers’ liability insurance policies, for a period of six years following the Effective Time. All of the Company’s directors and executive officers benefit from these arrangements. For more information, see the section of this proxy statement captioned “The Merger Agreement — Indemnification; Directors’ and Officers’ Insurance.”

Post-Closing Compensation Arrangements

Any executive officers or directors who become officers, directors or employees or who otherwise are retained to provide services to the Surviving Corporation may enter into new individualized compensation arrangements and may participate in cash or equity incentive or other benefit plans maintained by the Surviving Corporation or its affiliates. As of the date of this proxy statement, no such compensation arrangements have been established or entered into.

Quantification of Potential Change-in-Control Payments to the Company’s Named Executive Officers

The information set forth in the tables below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about certain compensation for each of the Company’s named executive officers that is based on or otherwise relates to the Merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and such compensation potentially payable as a result of the Merger to these individuals is subject to a non-binding, advisory vote of the Company’s stockholders, as described below in “Merger-Related Executive Compensation Arrangements (The Golden Parachute Proposal — Proposal 2).”

With respect to the named executive officers included in the Company’s most recent filing with the SEC disclosing information pursuant to Item 402 of Regulation S-K, the Company is a smaller reporting company and its named executive officers are accordingly its principal executive officer and its two most highly compensated executive officers other than the principal executive officer who were serving as executive officers at the end of the last completed fiscal year. Accordingly, the discussion in this section is limited to Mr. Priore, Mr. O’Leary and Mr. Miller.

Because the Company does not maintain any change in control agreement or change in control severance policy, no cash severance or benefits-continuation payments are payable to any named executive officer in connection with the Merger, and the only Merger-related compensation reportable for the Company’s named executive officers consists of the accelerated vesting and cash-out of unvested equity awards. All such equity vesting occurs by reason of the completion of the Merger (a “single-trigger” arrangement) and is not conditioned on any termination of employment.

The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur after the date of this proxy statement but before the completion of the Merger. For purposes of calculating such amounts, on a pre-tax basis, the Company has made the following assumptions:

•        October 23, 2026, which is the latest practicable date prior to this filing, as the date of the completion of the Merger (which is the assumed Closing Date solely for purposes of the calculations in this section); and

•        Company RSUs and Company PSUs are valued based upon the Merger Consideration of $8.05 per Share (less the applicable exercise price, in the case of Company Options, and with Company PSUs vesting at target level of performance achievement), and do not forecast any vesting, deferrals or forfeitures of those awards following October 23, 2026.

The calculations in the table below do not include amounts in which each named executive officer was already vested as of the date of this proxy statement. These amounts also do not reflect compensation actions that may occur after the date of this proxy statement but before the Effective Time. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

Golden Parachute Compensation

—————

(1)      Equity. Represents the value of the unvested Company RSUs and Company PSUs held by each named executive officer that will vest in full upon the completion of the Merger, as described in ‘Special Factors — Certain Effects of the Merger; Treatment of the Shares’ above. All such vesting occurs by reason of the completion of the Merger and is not conditioned on a termination of employment (a ‘single-trigger’ arrangement). None of the named executive officers holds any Company Options. All values are based on a price per Share of $8.05, with Company PSUs vesting at target level of performance achievement. The number of unvested awards and corresponding values are as follows:

The amounts reported for Mr. Priore exclude Shares previously received upon settlement of vested equity awards, which are Rollover Shares and will be contributed to Ultimate Parent in the Rollover, as described in “Special Factors — Support Agreement.”

(2)      Total. Represents the sum of the amounts reported in the preceding columns for each named executive officer.

Intent of the Company’s Directors and Executive Officers to Vote in Favor of the Merger and Adoption of the Merger Agreement

Our executive officers and members of the Board who are not members of the Special Committee have informed us that, as of the date of this proxy statement, they intend to vote all of the Shares owned directly by them in favor of the approval of the Merger Agreement Proposal and each of the other proposals. As of [•], 2026, the Record Date for the Special Meeting, our directors and executive officers other than the Majority Stockholder directly owned, in the aggregate, [•] shares entitled to vote at the Special Meeting, or collectively approximately [•]% of the total voting power entitled to vote at the Special Meeting. For purposes of clarity, the Shares directly owned by the directors and executive officers of the Company (other than the Majority Stockholder) will be (i) included in determining whether the Merger Agreement has been approved by the affirmative vote of holders of a majority of the voting power of all outstanding Shares entitled to vote and (ii) excluded from determining whether the Merger Agreement has been approved by the affirmative vote of holders of a majority of the votes cast by holders of Shares, that are not owned, beneficially or of record, by (A) the Supporting Stockholders, (B) any affiliate of a Supporting Stockholder, (C) any executive officer of the Company or (D) any member of the Board who is not a member of the Special Committee. For a further description of the voting intentions of the Company’s directors and executive officers, see “The Special Meeting — Voting Intentions of the Company’s Directors and Executive Officers.”

Intent of the Supporting Stockholders to Vote in Favor of the Merger and Adoption of the Merger Agreement

The Supporting Stockholders, who hold approximately 61.4% of the Company’s outstanding common stock, have duly executed and entered into a Support Agreement, pursuant to which they have agreed to vote their Shares in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, subject to and in accordance with the terms and conditions of the Support Agreement. A copy of the Support Agreement is attached as Annex D to this proxy statement and is incorporated by reference into this proxy statement in its entirety. For more information about the Support Agreement and the voting intentions of the Supporting Stockholders, see “Special Factors — Support Agreement.”

Material U.S. Federal Income Tax Consequences of the Merger

The following is a discussion of the material U.S. federal income tax consequences of the Merger to U.S. Holders and Non-U.S. Holders whose Shares are converted into the right to receive the Merger Consideration pursuant to the Merger. This discussion does not purport to be a complete analysis of all potential tax effects of the Merger. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder, court decisions and published positions of the Internal Revenue Service (the “IRS”), in each case as in effect as of the date of this proxy statement. These authorities may change or be subject to differing interpretations at any time, possibly with retroactive effect, and any such change or interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. The Company has not sought, and does not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in this discussion, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

This discussion applies only to holders who hold their Shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to holders in light of their particular circumstances, the alternative minimum tax, any U.S. federal estate, gift or other non-income tax laws, any state, local or non-U.S. tax laws, Sections 1471 through 1474 of the Code (commonly referred to as “FATCA”), or the U.S. federal income tax consequences of the Rollover or of any transactions pertaining to Company Options, Company RSUs, Company PSUs or the Company ESPP in connection with the Merger. In addition, this discussion does not apply to holders subject to special rules, including, for example:

•        banks, insurance companies and other financial institutions;

•        mutual funds;

•        brokers or dealers in securities, currencies or commodities;

•        traders in securities that elect to use the mark-to-market method of accounting;

•        regulated investment companies and real estate investment trusts;

•        pension plans, tax-qualified retirement plans, individual retirement or other tax-deferred accounts;

•        partnerships, S corporations or other entities or arrangements classified as partnerships or pass-through entities for U.S. federal income tax purposes (and investors therein);

•        holders who hold their Shares as “qualified small business stock” for purposes of Sections 1045 and 1202 of the Code, as “Section 1244 stock” within the meaning of Section 1244 of the Code, or through individual retirement or other tax-deferred accounts;

•        expatriated entities subject to Section 7874 of the Code;

•        U.S. expatriates and certain former citizens or long-term residents of the United States;

•        holders that participate in the Rollover or otherwise exchange any Shares for any equity interests in Ultimate Parent, or other consideration other than the Merger Consideration;

•        holders required to accelerate the recognition of any item of gross income as a result of such income being recognized on an applicable financial statement;

•        holders that are “controlled foreign corporations” or “passive foreign investment companies,” as those terms are used in the Code;

•        holders that have held at any time, directly, indirectly or constructively, more than 5% of the Shares;

•        holders who own an equity interest, actually or constructively, in Ultimate Parent or the Company continuing as the Surviving Corporation;

•        U.S. Holders whose “functional currency” is not the U.S. dollar;

•        grantor trusts;

•        corporations that accumulate earnings to avoid U.S. federal income tax;

•        holders that acquire or sell Shares as part of wash sales for U.S. federal income tax purposes;

•        holders that hold their Shares through a bank, financial institution, or other entity, or a branch thereof, located, organized, or resident outside the United States; and

•        holders who properly exercise appraisal rights under Section 262 of the DGCL.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Shares, the tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Partnerships holding Shares and their partners should consult their tax advisors regarding the U.S. federal income tax consequences of the Merger to them.

THIS DISCUSSION IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUENCES OF THE MERGER TO THEM, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. TAX LAWS.

U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of Shares that is, for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity treated as a corporation) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source; or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or (b) it has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

The receipt of cash by a U.S. Holder in exchange for Shares pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder will recognize capital gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received in exchange for such Shares (determined before deduction of any applicable withholding taxes) and (ii) the U.S. Holder’s adjusted tax basis in such Shares. A U.S. Holder’s adjusted tax basis in its Shares generally will equal the price the U.S. Holder paid for such Shares, reduced by any distributions treated as a return of capital. Gain or loss must be determined separately for each block of Shares (generally, Shares acquired at the same cost in a single transaction). Such gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for such Shares exceeds one year at the Effective Time. Long-term capital gains of non-corporate U.S. Holders, including individuals, are generally eligible for reduced rates of U.S. federal income tax. The deductibility of capital losses is subject to limitations.

In addition, certain non-corporate U.S. Holders, including individuals, estates and trusts, generally will be subject to a 3.8% Medicare tax on their “net investment income,” which generally will include any gain recognized on the receipt of cash in exchange for Shares pursuant to the Merger. U.S. Holders should consult their tax advisors regarding the application of this tax.

Non-U.S. Holders

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of Shares that is neither a U.S. Holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

Subject to the discussion below under “Information Reporting and Backup Withholding,” a Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain recognized on the receipt of cash in exchange for Shares pursuant to the Merger unless: (i) the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States); (ii) the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the Merger and certain

other conditions are met; or (iii) the Company is or has been a “United States real property holding corporation” (a “USRPHC”) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the Effective Time and the Non-U.S. Holder’s holding period for the Shares, and certain other conditions are met.

Gain described in clause (i) above generally will be subject to U.S. federal income tax on a net income basis at the regular rates applicable to U.S. persons, and a Non-U.S. Holder that is a corporation may also be subject to a branch profits tax at a rate of 30% (or a lower applicable treaty rate) on its effectively connected earnings and profits, as adjusted. Gain described in clause (ii) above generally will be subject to U.S. federal income tax at a rate of 30% (or a lower applicable treaty rate), which may be offset by certain U.S.-source capital losses of the Non-U.S. Holder for the taxable year.

With respect to clause (iii) above, the Company believes that it is not currently a USRPHC, has not been a USRPHC at any time during the five-year period ending on the date of the Effective Time, and does not expect to become a USRPHC before the Effective Time, although the Company has not made a definitive determination. Accordingly, the Company does not intend to withhold any amounts from payments to shareholders. Because the determination of whether the Company is a USRPHC depends on the fair market value of the Company’s United States real property interests relative to the fair market value of the Company’s other real property interests and other business assets, there can be no assurance that the Company is not, or has not been during such period, a USRPHC, or that the Company will not become a USRPHC before the Effective Time. If the Company is or has been a USRPHC during the relevant period, gain recognized by a Non-U.S. Holder generally will be subject to U.S. federal income tax at rates generally applicable to U.S. persons and generally will be subject to a withholding tax equal to 15% of the Merger Consideration received by the Non-U.S. Holder (for which a credit or refund generally may be applied for to the extent such withholding exceeds the Non-U.S. Holder’s actual U.S. federal income tax liability on such gain). Even if the Company were a USRPHC, gain arising from the conversion of a Non-U.S. Holder’s Shares into the right to receive cash pursuant to the Merger will not be subject to U.S. federal income tax under clause (iii) above if the Shares are “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market and such Non-U.S. Holder owned, actually and constructively, 5% or less of the Shares throughout the shorter of the five-year period ending on the date of the Effective Time and the Non-U.S. Holder’s holding period. Non-U.S. Holders should consult their tax advisors regarding the consequences that could result if the Company is or were to become a USRPHC.

Information Reporting and Backup Withholding

Payments made in exchange for Shares pursuant to the Merger generally will be subject to information reporting and may be subject to backup withholding (currently at a rate of 24%). To avoid backup withholding, a U.S. Holder that does not otherwise establish an exemption should complete and return to the Paying Agent a properly executed IRS Form W-9 included with the letter of transmittal, certifying under penalties of perjury that such U.S. Holder is a U.S. person, that the taxpayer identification number provided is correct and that such U.S. Holder is not subject to backup withholding. Certain types of U.S. Holders (including, with respect to certain types of payments, corporations) generally are not subject to backup withholding or information reporting.

A Non-U.S. Holder generally can avoid backup withholding by providing the Paying Agent with a properly completed and executed IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Form W-8 certifying the Non-U.S. Holder’s non-U.S. status, or by otherwise establishing an exemption. Non-U.S. Holders should consult their tax advisors to determine which IRS Form W-8 is appropriate. Copies of information returns that are filed with the IRS may be made available under an applicable tax treaty or information exchange agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or credit against a holder’s U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS. The IRS may impose a penalty upon a holder that fails to provide the correct taxpayer identification number.

Financing of the Merger

The Company anticipates that the total funds needed to consummate the Merger (including the funds that will be used to pay the aggregate Merger Consideration and other amounts payable pursuant to the Merger Agreement at the Closing and to pay related fees, costs and expenses), which are expected to be approximately $283.7 million, will be funded through a combination of the following:

•        Equity financing in an aggregate amount of up to $160 million (but not less than $150 million) to be provided by the Equity Financing Source pursuant to the Equity Commitment Letter. For more information, see the section of this proxy statement titled “— Equity Financing.”

•        The Closing Restricted Payment in an aggregate amount of up to $131.2 million, consisting of $96.3 million plus up to $34.9 million for the repurchase of shares of current or former directors, officers or employees. The Closing Restricted Payment will be funded through a combination of borrowings under the Truist Credit Agreement and available cash of the Company and its subsidiaries and will be made to the Company substantially concurrently with the Closing. For more information, see the sections of this proxy statement titled “— Closing Restricted Payment” and “The Merger Agreement — Parent Financing.”

•        Cash on hand of the Company and its subsidiaries, which will be used to pay certain related fees and expenses.

The obligation of Parent and Merger Sub to complete the Merger is not subject to any conditionality regarding the receipt of the Closing Restricted Payment, the receipt of any financing or the consummation of any other transaction. For more information, see the section titled “The Merger Agreement — Parent Financing.” Other than Parent’s obligation to use reasonable best efforts to obtain alternative financing as described under “The Merger Agreement — Parent Financing,” there are no alternative financing arrangements or plans in the event the Financing is not funded.

Equity Financing

Pursuant to the Equity Commitment Letter, the Equity Financing Source has committed, severally and not jointly, to purchase from Ultimate Parent, for cash, Series A preferred units of Ultimate Parent having an aggregate initial stated value of up to $160 million (but not less than $150 million) (the “Financing”). The relationship among Ultimate Parent, Parent, Merger Sub, the Majority Stockholder and Searchlight IV SAT, L.P., an affiliate of the Equity Financing Source, with respect to the Equity Commitment Letter and the Financing is governed by the Interim Investors Agreement. In connection with the Financing, Ultimate Parent will also issue to the Equity Financing Source common units of Ultimate Parent (the “Common Units”) representing, in the aggregate, 9.2% of Ultimate Parent’s fully diluted common equity as of the Closing Date (subject to a participation threshold equal to the price per unit paid to the Company’s stockholders in connection with the Merger (i.e., $8.05 per unit)), before giving effect to the full dilution attributable to management equity, subject to ratable reduction if less than $160 million of Series A preferred units are purchased at the Closing. Pursuant to the Equity Commitment Letter, the Equity Financing Source may elect to purchase up to an additional $10 million of Common Units within three months after the Closing Date at a price per unit not to exceed 110% of the price per unit of common equity paid in connection with the Merger. At the Closing, Ultimate Parent will pay the Equity Financing Source a closing payment equal to 2.00% of the aggregate initial stated value of the Series A preferred units purchased and reimburse its reasonable and documented out-of-pocket expenses incurred in connection with the issuance and sale of the Series A preferred units and Common Units, subject to a $1 million cap absent Ultimate Parent’s consent.

On or before the Closing Date, Ultimate Parent will contribute the proceeds of the sale of Series A preferred units, directly or indirectly, to Parent as common equity. Together with the Closing Restricted Payment, those proceeds will be used to fund the aggregate Merger Consideration (other than in respect of the Rollover Shares), amounts payable in respect of Company equity awards and other amounts payable at Closing under the Merger Agreement, and certain Company indebtedness, liabilities and other obligations contemplated to be funded by Parent. The Company’s cash on hand will also be used to pay related fees and expenses.

For so long as any Series A preferred units remain outstanding, holders of a majority of their then-current aggregate stated value may designate one voting member and one non-voting observer to the board of managers of Ultimate Parent (or equivalent governing body), with the voting designee entitled to serve on each board committee. After the Series A preferred units are no longer outstanding, the Equity Financing Source will retain those rights for so long as it holds at least 50% of the Common Units purchased by it at Closing or, with respect to any such additional common units, on the applicable purchase date.

Funding of the Financing by the Equity Financing Source is subject only to the terms and conditions of the Equity Commitment Letter, including the requirements that (a) substantially concurrently with the funding of the Financing, the Merger shall have been consummated in accordance with the Merger Agreement and the conditions to the consummation of the Merger described under the headings “The Merger Agreement — Conditions to the Completion of the Merger — Mutual Closing Conditions” and “The Merger Agreement — Conditions to the Completion of the Merger — Additional Parent Closing Conditions” shall have been satisfied, in each case subject to the limitations in the Equity Commitment Letter on amendments, modifications or waivers of the Merger Agreement that would be materially adverse to the Equity Financing Source, (b) since the date of the Merger Agreement, no Company Material Adverse Effect has occurred and (c) the Rollover has occurred in accordance with the Support Agreement.

The obligation of each fund comprising the Equity Financing Source to fund its portion of the Financing will terminate automatically upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the consummation of the Closing and funding of the Financing, (c) the assertion in writing, in any litigation or arbitration proceeding, by the Company, any of its subsidiaries or any of their respective authorized representatives, of any Non-Permitted Claim (as defined in the Limited Guaranty), (d) the payment by the Guarantors of their Guaranteed Obligations (as defined in the Limited Guaranty) and (e) 11:59 p.m., New York City time, on the date that is 90 days after the Outside Date. The pursuit by the Company of specific performance under the Equity Commitment Letter or the Merger Agreement, or alternatively of the Parent Termination Fee or the Guaranteed Obligations in accordance with the Merger Agreement or the Limited Guaranty, will not constitute a claim that triggers termination under clause (c).

The Company is an express third-party beneficiary of certain provisions of the Equity Commitment Letter, including certain provisions relating to assignment, amendment and waiver. Subject to the terms and conditions of the Equity Commitment Letter and the Merger Agreement, the Company is entitled to enforce Ultimate Parent’s rights to cause the Equity Financing Source to fund the Financing, or directly enforce the Equity Financing Source’s obligation to fund the Financing, if the Company is entitled to specific performance of Parent’s obligation to cause the Financing to be funded, as described under “The Merger Agreement — Specific Performance.”

Closing Restricted Payment

Pursuant to the Merger Agreement, on the date of the Merger Agreement, the Company caused the applicable Company subsidiaries, including Priority Holdings, LLC, as borrower under the Truist Credit Agreement, to declare an irrevocable restricted payment payable to the Company at the Closing in an aggregate amount of up to $131.2 million (the “Closing Restricted Payment”), consisting of $96.3 million plus up to $34.9 million for the repurchase of shares of current or former directors, officers or employees. The Company also caused an election to be made under the Truist Credit Agreement to treat the Closing Restricted Payment as a “Limited Condition Transaction” thereunder.

The Company has agreed to cause Priority Holdings, LLC, on or prior to the Closing Date, to make a borrowing under the Truist Credit Agreement in an amount sufficient, together with available cash on hand, to fund the Closing Restricted Payment. The Company has also agreed to cause the Closing Restricted Payment to be made substantially concurrently with the Closing. The Closing Restricted Payment will remain irrevocable prior to the Outside Date.

The borrowing used to fund the Closing Restricted Payment will be drawn from the Company’s existing revolving credit facility under the Truist Credit Agreement. Such borrowing will bear interest at a floating rate equal to term SOFR plus 3.50% per year, subject to a SOFR floor of 0.50% per year, and mature on July 31, 2030. The Company expects to fund the Closing Restricted Payment through a combination of such borrowing and available cash of the Company and its subsidiaries, with the allocation between the two to be determined closer to Closing based on the Company’s available cash balances. There are no alternative financing arrangements or plans in the event that such borrowing is not made.

As described under “— Equity Financing” above, the Closing Restricted Payment, together with the proceeds of the Financing, is expected to fund the amounts payable required to consummate the Merger. It is a condition to Parent’s and Merger Sub’s obligation to consummate the Merger that the Truist Credit Agreement remain in full force and effect. The obligation of Parent and Merger Sub to consummate the Merger, however, is not subject to the receipt of the Closing Restricted Payment. For more information, see “The Merger Agreement — Parent Financing.”

Delisting of the Company’s Common Stock

The Shares are currently listed on the Nasdaq Global Select Market under the symbol “PRTH.” If the Merger is completed, the Shares will cease to be publicly traded, and the Company will become a privately held company and a wholly owned subsidiary of Parent. Following the Effective Time, the Company will cause the Shares to be delisted from Nasdaq and withdrawn from registration under Section 12(b) of the Exchange Act as promptly as practicable following the Effective Time and in compliance with applicable law.

As promptly as practicable following the Effective Time, the Surviving Corporation intends to cause the filing with the SEC of a notification on Form 25 to delist the Shares from Nasdaq and to deregister the Shares under Section 12(b) of the Exchange Act. Ten days after the filing of the Form 25, the deregistration of the Shares under Section 12(b) of the Exchange Act will become effective, and, following the effectiveness of the Form 25, the Surviving Corporation intends to cause the filing with the SEC of a certification on Form 15 under the Exchange Act, which will further suspend the Company’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act and, upon effectiveness, terminate the registration of the Shares under Section 12(g) of the Exchange Act.

Upon the deregistration of the Shares, the Company will no longer be required to file periodic and other reports with the SEC under the Exchange Act with respect to the Shares, and the Company and its officers, directors and significant stockholders will no longer be subject to many of the disclosure, reporting and other requirements of the Exchange Act, including the requirements to file annual, quarterly and current reports, to furnish a proxy statement in connection with meetings of stockholders, and the requirements of Section 16 of the Exchange Act. For more information, see “Effects of the Merger on Stockholder Rights” and “Delisting and Deregistration of Common Stock.”

No Public Market After the Merger

The Shares are currently listed and traded on the Nasdaq Global Select Market under the symbol “PRTH.” If the Merger is completed, there will be no public trading market for the Shares. Following the Effective Time, the Shares will be delisted from Nasdaq and deregistered under the Exchange Act, and price quotations for the Shares will no longer be available. See “— Delisting of the Company’s Common Stock.”

As a result of the Merger, the Company will be a privately held, wholly owned subsidiary of Parent, and there will be no public trading market for the Shares. The former holders of Shares will instead have the right to receive the Merger Consideration as described in this proxy statement. For a discussion of the other effects of the Merger on holders of Shares, see “Effects of the Merger on Stockholder Rights” and “Special Factors — Certain Effects of the Merger; Treatment of the Shares.”

Fees and Expenses

The estimated fees and expenses incurred or expected to be incurred by the Company in connection with the Merger are as follows:

Accounting Treatment

The Merger is expected to be accounted for as a transaction between entities under common control in accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), including the guidance in ASC 805-50, under accounting principles generally accepted in the United States (“U.S. GAAP”). Accordingly, the assets and liabilities transferred in the Merger are expected to be recognized at their respective carrying amounts as of the date of the Merger, and no new goodwill or gain or loss is expected to be recognized as a result of the Merger.

Regulatory Approvals

Licensee holds money transmitter or the statutory equivalent licenses in numerous U.S. jurisdictions. The relevant laws and regulations of certain of these jurisdictions require that, prior to a restructuring that results in the acquisition of control of a licensee, the licensee and/or acquirer must notify the applicable regulatory authority, make certain filings with such regulatory authority, and/or obtain the approval of such regulatory authority. Each of the Company, Licensee and Parent has agreed to use reasonable best efforts to obtain all such Restructuring Consents; provided, however, that, upon the earlier of (i) June 18, 2027, or (ii) such date that the Company, Licensee and Parent mutually agree, the Company, Licensee and Parent shall use reasonable best efforts to implement Alternative Arrangements (or, where not feasible after use of such reasonable best efforts, Withdrawals).

It is a condition to the obligations of the Company, Parent and Merger Sub to complete the Merger that the Restructuring Consents be obtained; provided that such condition will be deemed satisfied by the receipt of such Restructuring Consents or any combination of Restructuring Consents, Alternative Arrangements, or Withdrawals in respect of one or more money transmitter licenses, if, on or after June 18, 2027, (i) a Restructuring Consent is received from certain specified states, and (ii) the jurisdictions for which Withdrawals are exercised did not generate more than 10% of the consolidated fee revenue of the Company and the Company subsidiaries from operations subject to money transmitter licenses during the twelve (12) month period ended on June 30, 2026 (with the exception that Withdrawals cannot take place in certain specified states absent an Alternative Arrangement). “Alternative Arrangement” means in any jurisdiction that requires Licensee to have a license as a money transmitter, money servicer, or similar business, an arrangement sufficient to enable the services that the Company or such Licensee provides in such jurisdiction to continue as of the Closing Date in compliance in all material respects with all applicable law and network rules without a money transmitter license. Alternative Arrangement includes Licensee ceasing the conduct of regulated services under its money transmitter license as of the Closing Date in such jurisdiction in accordance with the law of such jurisdiction and surrendering its money transmitter license in such jurisdiction and Licensee either (i) utilizing a program management or other service provider arrangement with any such other person that maintains the necessary charter or permit to enable the services that Licensee provides in such jurisdiction to continue as of the Closing Date, or (ii) making other arrangements sufficient to permit the Company to operate the business. “Withdrawal” means in any jurisdiction in which a Restructuring Consent has not been obtained and in which it is not feasible to implement Alternative Arrangements, Licensee taking all steps necessary to avoid a violation of law in such jurisdiction, including ceasing the conduct of services regulated by the money transmitter license as of the Closing Date in such jurisdiction in accordance with the law of such jurisdiction and surrendering its money transmitter license in such jurisdiction. The Company, Licensee, and Parent are in the process of obtaining the required Restructuring Consents.

Litigation Relating to the Merger

As of the date of this proxy statement, the Company is not aware of any pending litigation related to the Merger. Lawsuits arising out of or relating to the Merger Agreement or the Merger may be filed in the future against the Company, the members of the Board, Parent, Merger Sub and/or their respective affiliates. Such lawsuits could, among other things, seek to enjoin the consummation of the Merger, seek rescission of the Merger or rescissory damages, or seek an award of attorneys’ and experts’ fees and other damages. The outcome of any such litigation is uncertain, and it could delay or prevent the completion of the Merger or result in substantial costs to the Company.

Appraisal Rights

If the Merger is consummated and certain conditions are met, stockholders and beneficial owners who continuously hold or beneficially own, as applicable, Shares through the Effective Time, who do not vote such Shares in favor of the adoption of the Merger Agreement and who properly demand appraisal of such Shares and do not effectively withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of such Shares in connection with the Merger under Section 262 of the DGCL. This means that holders or beneficial owners of Shares who perfect their appraisal rights, who do not thereafter effectively withdraw their demand for appraisal, and who follow the procedures in the manner prescribed by Section 262 of the DGCL may be entitled to have such Shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of such Shares, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest to be paid on the amount determined to be fair value, if any, (or in certain circumstances described in further detail in the section of this proxy statement captioned “The Special Meeting — Appraisal Rights,” on the difference between the amount determined to be the fair value and the amount paid by the Surviving Corporation in the Merger to each person entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, stockholders or beneficial owners who wish to seek appraisal of their Shares are encouraged to review Section 262 of the DGCL carefully and to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders or beneficial owners considering seeking appraisal should be aware that the fair value of their Shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their Shares.

To exercise your appraisal rights, you must: (i) submit a written demand for appraisal to the Company before the vote is taken on the adoption of the Merger Agreement; (ii) not vote, or submit a proxy voting, the Shares for which you seek appraisal in favor of the proposal to adopt the Merger Agreement; (iii) continue to hold such Shares of record (or, in the case of a beneficial owner, continue to beneficially own such Shares) on and from the date of the making of the demand through the Effective Time; and (iv) strictly comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL. Your failure to follow exactly the procedures specified under Section 262 of the DGCL may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Merger unless certain stock ownership conditions are satisfied by the stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement captioned “The Special Meeting — Appraisal Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is reproduced and attached as Annex E to this proxy statement and is incorporated by reference in this proxy statement in its entirety. If you hold your Shares through a broker, bank or other nominee and you wish to exercise appraisal rights, you may make a demand for appraisal in your own name as a beneficial owner in accordance with Section 262(d)(3) of the DGCL or may consult with such broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank or other nominee. For more information, please see the section of this proxy statement captioned “The Special Meeting — Appraisal Rights.”

Support Agreement

Concurrently with the execution and delivery of the Merger Agreement, the Supporting Stockholders, who, as of October 23, 2026, together hold approximately 61.4% of the voting power of the Company’s outstanding capital stock, entered into a Support Agreement with the Company, Parent and Ultimate Parent.

Under the Support Agreement, the Supporting Stockholders have agreed, upon the terms and subject to the conditions and limitations set forth therein, among other things, to (i) vote their Shares in favor of the adoption of the Merger Agreement and the approval of the Merger; (ii) vote their Shares against any alternative acquisition proposal and any other proposal or action that would reasonably be expected to prevent, materially impede or materially delay the Merger or result in any condition to the Merger not being satisfied; (iii) waive their appraisal and dissenters’ rights with respect to the Merger; and (iv) not transfer or enter into any contract, option, agreement, understanding or other arrangement with respect to the transfer of any Shares held by the Supporting Stockholders,

other than as provided under certain customary exceptions and set forth in the Support Agreement. The obligations of the Supporting Stockholders under the Support Agreement will automatically terminate upon the earlier to occur of (i) the termination of the Merger Agreement in accordance with its terms and (ii) the Effective Time.

Pursuant to the Support Agreement, among other things, immediately prior to the Effective Time, the Supporting Stockholders will contribute to Ultimate Parent all of their Shares in exchange for newly issued equity interests of Ultimate Parent. As a result of the Merger, the Shares contributed to Ultimate Parent will be canceled and will cease to exist, and no consideration will be issued or delivered in exchange therefor.

The foregoing description of the Support Agreement is a summary of the material terms and conditions of such document and is qualified in its entirety by reference to the complete text of the Support Agreement, a copy of which is attached as Annex D to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Limited Guaranty

Subject to the terms and conditions set forth in the Limited Guaranty, the Guarantors have severally, and not jointly, guaranteed their respective pro rata portions of (i) the Parent Termination Fee, if and when payable by Parent to the Company under the Merger Agreement, and (ii) certain enforcement expense obligations payable under the Merger Agreement, subject to an aggregate cap of $3.5 million for such enforcement expense obligations. The maximum liability under the Limited Guaranty is $21,476,972.60 for Searchlight Capital IV, L.P., $15,289,693.60 for Searchlight Capital IV PV-A, L.P. and $1,983,333.80 for Searchlight Capital IV PV-B, L.P., representing an aggregate maximum liability of $38.75 million.

The Limited Guaranty will terminate as of the earliest to occur of (a) the consummation of the Merger and the Closing in accordance with the terms of the Merger Agreement, (b) the payment of the guaranteed obligations up to the $38.75 million maximum aggregate amount, (c) the termination of the Merger Agreement in circumstances in which Parent or Merger Sub would not be required to pay any guaranteed obligations, (d) the termination of the Merger Agreement in circumstances in which Parent or Merger Sub is required to pay guaranteed obligations, unless the Company makes a written claim against the Guarantors under the Limited Guaranty or against Parent under the Merger Agreement, or commences proceedings in respect of such guaranteed obligations, in each case within 60 days after such termination, (e) the assertion by the Company or certain related persons of a Non-Permitted Claim (as defined in the Limited Guaranty) or (f) termination of the Limited Guaranty by mutual written agreement of the Guarantors and the Company.

Except with respect to certain permitted claims specified in the Limited Guaranty, the Company’s recourse against the Guarantors under the Limited Guaranty is the Company’s sole and exclusive remedy against the Guarantors and certain related persons of the Guarantors in respect of any breaches, losses, damages, liabilities or obligations arising under, or in connection with, the Limited Guaranty, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated thereby, including in respect of any written or oral representations made or alleged to have been made in connection therewith.

THE MERGER AGREEMENT

The Merger Agreement

The following describes the material provisions of the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference herein in its entirety. The descriptions in this section and elsewhere in this proxy statement are subject to, and qualified in their entirety by, reference to the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read carefully the Merger Agreement in its entirety before making any decisions regarding the Merger because it is the principal document governing the Merger.

The Merger Agreement and this summary of its terms have been included to provide you with information regarding the terms of the Merger Agreement and are not intended to provide you with any factual information about us or to modify or supplement any factual disclosures about us contained in this proxy statement or in our public reports filed with the SEC. In particular, the Merger Agreement and this summary are not intended to be, and should not be relied upon as, disclosures regarding the actual state of any facts and circumstances relating to the Company. Such information can be found elsewhere in this proxy statement and in the public filings we make with the SEC, as described in the section titled “Where You Can Find Additional Information.”

The Merger Agreement contains representations and warranties by and covenants of each of the parties to the Merger Agreement that were made only for the purposes of the Merger Agreement and as of specified dates. Those representations, warranties and covenants were made solely for the benefit of the parties to the Merger Agreement, were qualified and subject to important limitations in connection with the negotiation of the Merger Agreement (including by being qualified by confidential disclosure schedules and certain other disclosures exchanged between the parties to the Merger Agreement, which are not reflected in the Merger Agreement) and may be subject to contractual standards of materiality which may differ from what may be viewed as material by you or other investors. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing the circumstances in which a party to the Merger Agreement may have the right not to close the transactions contemplated thereby if the representations and warranties of the other party prove to be untrue due to a change in circumstances or otherwise, and allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company. As of the date of this proxy statement, except as set forth in the Company’s public disclosures, there are no specific material facts that exist that the Company believes materially contradict its representations and warranties in the Merger Agreement. The Company will provide additional disclosure in its public reports to the extent it becomes aware of the existence of any specific material facts that are required to be disclosed under U.S. federal securities laws and might contradict its representations and warranties contained in the Merger Agreement. In any event, the representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference herein. See the section titled “Where You Can Find Additional Information.”

Capitalized terms used herein and not otherwise defined in this proxy statement have the meanings set forth in the Merger Agreement. Stockholders and other interested parties should read the Merger Agreement for a more complete description of the provisions summarized below.

The Merger

The Merger Agreement provides that, subject to and in accordance with the terms and conditions of the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the applicable provisions of the DGCL. Upon completion of the Merger, the separate existence of Merger Sub will cease and the Company shall be the surviving corporation (the “Surviving Corporation”) and shall become a direct, wholly owned subsidiary of Parent, and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger.

Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the properties, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

The Merger Consideration

At the Effective Time:

•        each Share that is issued and held by the Company or any of the Company’s direct or indirect wholly owned subsidiaries, and each Share that is owned by Parent, Merger Sub or any of their respective Affiliates (including the Rollover Shares), in each case immediately prior to the Effective Time, will automatically be canceled and will cease to exist, and no consideration will be issued or delivered in exchange therefor;

•        each Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be converted automatically into the right to receive the Merger Consideration of $8.05 per Share in cash, without any interest thereon and less any withholding taxes required by applicable law, subject to and in accordance with the terms and conditions of the Merger Agreement. All such Shares, when so converted, will cease to be outstanding and will cease to exist. Each holder of any such Share outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and certain dividends and other distributions, in each case, subject to and in accordance with the terms and conditions of the Merger Agreement; and

•        each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and will represent one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation and will constitute the only outstanding shares of the Surviving Corporation as of immediately after the Effective Time.

Impact of Stock Splits, Etc.

In the event of any change in the number of Shares or securities convertible or exchangeable into or exercisable for Shares (including options to purchase Shares), issued and outstanding after the date of the Merger Agreement and prior to the Effective Time by reason of any stock split, reverse stock split, stock dividend, subdivision, reclassification, recapitalization, combination, exchange of Shares or the like, the Merger Consideration will be equitably adjusted to provide to the holders of Shares the same economic effect as contemplated by the Merger Agreement prior to such event, subject to further adjustment in accordance with the Merger Agreement.

Treatment of Equity Compensation Awards

Company Options

At the Effective Time, each outstanding option to acquire Shares (each, a “Company Option”) granted under the Company’s 2018 Equity Incentive Plan (the “Company Stock Plan”), whether vested or unvested, will be fully vested, cancelled and automatically converted into the right to receive a lump sum cash payment equal to the product of (A) the excess, if any, of the Merger Consideration over the applicable exercise price per Share subject to such Company Option multiplied by (B) the number of Shares subject to such Company Option.

Company RSUs

At the Effective Time, each outstanding restricted share unit award granted pursuant to the Company Stock Plan (each, a “Company RSU”), whether vested or unvested, will vest in full and be cancelled and automatically converted into the right to receive the Merger Consideration for each Share subject to such Company RSU.

Company PSUs

At the Effective Time, each outstanding restricted share unit award granted pursuant to the Company Stock Plan, the vesting of which is conditioned in full or in part based on achievement of performance goals or metrics (each, a “Company PSU”), will vest at target level of performance achievement and be cancelled and automatically converted into the right to receive the Merger Consideration for each Share subject to such then-vested Company PSU.

Company ESPP

The Merger Agreement generally provides that, after September 18, 2026, no new offering periods will commence under the Company’s 2021 Employee Stock Purchase Plan, as amended (which we refer to as the “Company ESPP”), no participant contributions under the Company ESPP will be increased and no new participants will be permitted to commence participation in the Company ESPP. In addition, no offering period in effect as of September 18, 2026 will be extended. With respect to the offering period in effect at the Effective Time, if any, all outstanding purchase rights under the Company ESPP will be exercised as of no later than three (3) Business Days prior to the date on which the Effective Time occurs, and each Company ESPP participant’s accumulated contributions under the Company ESPP will be used to purchase Shares in accordance with the terms of the Company ESPP as of such exercise date. All Shares purchased on such date will be treated in accordance with the terms and conditions of the Merger Agreement. Subject to the consummation of the transactions contemplated by the Merger Agreement, the Company ESPP will terminate effective immediately prior to the Effective Time.

Exchange Procedures and Payment Procedures

Prior to the Effective Time, Parent will enter into an agreement with a paying agent designated by Parent and reasonably acceptable to the Company to act as agent for the holders of Shares in connection with the Merger and to receive the Merger Consideration and any dividends or other distributions to which they are entitled, subject to and in accordance with the terms and conditions of the Merger Agreement.

On the Closing Date and prior to the filing of the Certificate of Merger, Parent will deposit, or cause to be deposited, with the paying agent, for the benefit of the holders of Shares issued and outstanding immediately prior to the Effective Time (other than the holders of the Excluded Shares), an amount in cash sufficient to pay the aggregate Merger Consideration payable at or in connection with the Closing. Pending disbursement in accordance with the Merger Agreement, the paying agent will invest the cash deposited with it at the direction of Parent or the Surviving Corporation in certain short-term investments permitted by the Merger Agreement, including U.S. government obligations, highly rated commercial paper and certain bank deposit and investment products (such cash, together with any proceeds thereon, the “Exchange Fund”). The paying agent will, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for Shares pursuant to the Merger Agreement out of the Exchange Fund.

Promptly following the Effective Time, and in any event not more than three (3) Business Days thereafter, Parent and the Surviving Corporation will cause the paying agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) the Certificates, and (ii) the Uncertificated Shares, (A) a letter of transmittal, and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof and any dividends or other distributions to which they are entitled, in each case, subject to and in accordance with the terms and conditions of the Merger Agreement. Upon surrender of Certificates for cancellation to the paying agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive, and the paying agent shall promptly pay, in exchange therefor, an amount in cash equal to the Merger Consideration payable in respect of the number of Shares represented by such Certificate, and the Certificates so surrendered will forthwith be cancelled.

Upon receipt of an “agent’s message” by the paying agent (or such other evidence, if any, of transfer as the paying agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive, and the paying agent will promptly pay, in exchange therefor, an amount in cash equal to the Merger Consideration payable in respect of the number of Shares represented by such holder’s transferred Uncertificated Shares, and the transferred Uncertificated Shares so surrendered will be

cancelled. The paying agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the paying agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. The paying agent may reduce the amount of any Merger Consideration paid in respect of Shares by any applicable withholding taxes. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive the Merger Consideration payable in respect thereof, without interest, less any applicable withholding taxes, and any dividends or other distributions pertaining to Shares formerly represented by such Certificates or Uncertificated Shares, in each case, subject to and in accordance with the terms and conditions of the Merger Agreement.

Notwithstanding anything to the contrary in the Merger Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the paying agent in order to receive the payment that such holder is entitled to receive pursuant to the Merger Agreement.

Prior to the Effective Time, Parent and the Company will cooperate to establish procedures with the paying agent and the Depository Trust Company with the objective that if the Effective Time occurs at or prior to 11:30 a.m., Eastern time, on the Closing Date, the paying agent will transmit to the Depository Trust Company or its nominees on the Closing Date, and if the Effective Time occurs after 11:30 a.m., Eastern time, on the Closing Date, the paying agent will transmit to the Depository Trust Company or its nominees on the first Business Day after the Closing Date, an amount in cash, by wire transfer of immediately available funds, equal to the Merger Consideration payable in respect of the number of Shares (other than the Excluded Shares) held of record by the Depository Trust Company or such nominee immediately prior to the Effective Time.

Withholding

Each of Parent, the Company, Merger Sub, the Surviving Corporation, the paying agent and any other applicable withholding agent will be entitled to deduct and withhold (or cause to be deducted and withheld) from the amounts otherwise payable to any holder of Shares or holder of equity or equity-based awards under the Company Stock Plan pursuant to the Merger Agreement such amounts as Parent, the Company, Merger Sub, the Surviving Corporation, the paying agent and any other applicable withholding agent, as the case may be, determines are required to be deducted or withheld with respect to the making of such payments under applicable law. To the extent that amounts are so properly deducted or withheld and timely paid over to the appropriate governmental entity by Parent, the Company, Merger Sub, the Surviving Corporation, the paying agent or any other applicable withholding agent, as the case may be, such deducted or withheld amounts shall be treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction or withholding was made.

Dissenters’ Rights

If required by the DGCL (but only to the extent required thereby), the Dissenting Shares will not be converted into the right to receive the Merger Consideration, and holders of such Dissenting Shares will be entitled to receive payment of the fair value of such Dissenting Shares, in accordance with, but only if and when required by, the provisions of Section 262 of the DGCL, unless and until any such holder fails to perfect or effectively withdraws or loses his, her, its or their rights to appraisal and payment under the DGCL.

If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such Dissenting Shares will thereupon be treated as if they had been converted into, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, and the Surviving Corporation will remain liable for payment of the Merger Consideration for such Shares.

At the Effective Time, any holder of Dissenting Shares will cease to have any rights with respect thereto other than such rights as are provided to holders of Dissenting Shares pursuant to Section 262 of the DGCL. The Company shall give Parent (i) prompt written notice of any demands received by the Company for appraisals of Shares, withdrawals of such demands and any other instruments relating to appraisal demands received by the Company pursuant to Section 262 of the DGCL and (ii) the opportunity to participate in all negotiations and proceedings with respect to such demands for appraisal pursuant to the DGCL in respect of Dissenting Shares. The Company will

not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands for payment in respect of Dissenting Shares. For purposes of Parent’s participation right described above, Parent will be kept apprised of proposed strategy and other significant decisions relating to appraisal demands in respect of Dissenting Shares (to the extent consistent with preserving applicable attorney-client privilege) and may provide comments or suggestions with respect to such demands. However, Parent will not have any decision-making authority with respect to such demands other than its consent right with respect to the payment, settlement or compromise thereof.

Organizational Documents, Directors and Officers of the Surviving Corporation

At the Effective Time:

•        the certificate of incorporation of the Company as in effect immediately prior to the Effective Time will be amended and restated to read in its entirety as set forth in Exhibit A to the Merger Agreement and, as so amended and restated, will be the certificate of incorporation of the Surviving Corporation, until, subject to certain terms of the Merger Agreement, thereafter amended in accordance with its terms and the DGCL;

•        the parties to the Merger Agreement will take all necessary actions so that, at the Effective Time, the bylaws of the Company as in effect immediately prior to the Effective Time will be amended and restated to be in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except (i) that all references therein to Merger Sub will be amended to become references to the Surviving Corporation and (ii) for any changes as necessary to comply with the Merger Agreement) and, as so amended and restated, will be the bylaws of the Surviving Corporation, until, subject to certain terms of the Merger Agreement, thereafter amended in accordance with its terms, the certificate of incorporation of the Surviving Corporation and the DGCL;

•        the parties to the Merger Agreement will take all necessary actions so that, at the Effective Time, the officers of the Company will constitute the only officers of the Surviving Corporation, and such officers will serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the organizational documents of the Surviving Corporation; and

•        the parties to the Merger Agreement will take all necessary actions so that, at the Effective Time, the directors of Merger Sub will become and constitute the only directors of the Surviving Corporation, and such directors will serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the organizational documents of the Surviving Corporation.

Closing of the Merger

Upon the terms and subject to the conditions set forth in the Merger Agreement, the Closing will take place as soon as practicable (but in any event no later than the third (3rd) Business Day) after the satisfaction or (to the extent permitted by applicable law) waiver in accordance with the Merger Agreement of all the conditions to the Closing (see “— Conditions to the Completion of the Merger”) (other than any such conditions which by their nature cannot be satisfied until the Closing Date, which will be required to be so satisfied or (to the extent permitted by applicable law) waived in accordance with the Merger Agreement on the Closing Date) via electronic exchange of documents and signature pages, or such other time, date or place as Parent and the Company may agree in writing.

Effective Time of the Merger

The Merger shall become effective, at the Effective Time, upon the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or at such later time and date as may be agreed upon in writing by the parties to the Merger Agreement and specified in the Certificate of Merger in accordance with the DGCL.

Delisting

If the Merger is completed, there will be no further market for the Shares and, as promptly as practicable following the Effective Time and in compliance with applicable law, the Company’s securities will be delisted from the Nasdaq and deregistered under the Exchange Act. The Company, however, cannot assure Closing of the Merger by any particular date, if at all.

Representations and Warranties

In the Merger Agreement, the Company made customary representations and warranties to Parent and Merger Sub, including with respect to organization and qualification, capital structure, general authority and standing, subsidiaries and equity interests, authority and enforceability, the absence of conflicts and necessary consents, SEC documents and financial statements, absence of undisclosed liabilities, information supplied in certain documents, absence of certain changes or events, taxes, labor relations, employee benefits, title to properties, material contracts, litigation, compliance with laws and permits, anti-money laundering and network rules, environmental matters, intellectual property, data privacy and cybersecurity, insurance, brokers’ and advisors’ fees, the opinion of Barclays Capital Inc. (the Special Committee’s financial advisor), anti-takeover laws, international trade and anti-corruption, and no other representations or warranties and reliance. Parent and Merger Sub made customary representations and warranties to the Company, including with respect to, among other matters, organization and qualification, general authority and standing, enforceability, the absence of conflicts and necessary consents, financing, information supplied in certain documents, litigation, brokers’ and advisors’ fees, ownership and activities of Merger Sub, ownership of Shares, solvency, the absence of certain arrangements, Significant Holders, the Limited Guaranty, and no other representations or warranties and reliance.

Some of the representations and warranties in the Merger Agreement made by the Company are qualified as to “materiality” or by reference to a “Company Material Adverse Effect.” For purposes of the Merger Agreement, a “Company Material Adverse Effect” means any event, change, development, occurrence, result or effect that, individually or in the aggregate with any one or more of the foregoing, (i) has had or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or (ii) prevents the Company from consummating the Merger on or prior to the Outside Date (as defined below), except, with respect to clause (i) only, that no such event, change, development, occurrence, result or effect resulting or arising from the following, individually or in the aggregate, will constitute or will be considered in making such determination:

A.     changes in economic, regulatory, political, business, financial or market conditions in the United States or elsewhere in the world;

B.      changes in the credit, debt, financial or capital markets or in interest or exchange rates, in each case, in the United States or elsewhere in the world;

C.     changes in conditions affecting the industry in which the Company and its subsidiaries operate;

D.     any outbreak of any military conflict, declared or undeclared war, armed hostilities, or acts of foreign or domestic terrorism or broad-based cyberattacks that are not specifically targeted at the Company;

E.      any epidemic, plague, pandemic or other outbreak of illness or public health event, hurricane, flood, tornado, earthquake or other natural disaster or act of God (or any worsening of the foregoing), including, in each case, the response of governmental and non-governmental entities;

F.      any failure by the Company or any of its subsidiaries to meet any internal or external projections or forecasts, any change in the market price or trading volume of the Shares or any change in the Company’s credit rating (but excluding, in each case, the underlying causes of such failure or decline unless such underlying causes are otherwise included in the exceptions to this definition);

G.     the public announcement, pendency or performance of the transactions contemplated by the Merger Agreement or the identity of, or any facts or circumstances relating to Parent, Merger Sub, the SCP Persons or their respective affiliates, including, in any such case, the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, lenders, investors, licensors, licensees, venture partners or employees (other than, in each case, for the purposes of certain representations or warranties regarding the Company’s authority and enforceability, the absence of conflicts and necessary consents);

H.     changes in, including any actions taken to comply with any change in, applicable laws or the interpretation thereof;

I.       changes in, including any actions taken to comply with any change in, GAAP or any other applicable accounting standards or the interpretation thereof;

J.       any action required or specifically permitted to be taken by the Company pursuant to the terms of the Merger Agreement or taken at the direction of Parent or Merger Sub or the failure of the Company to take any action that requires consent of Parent under the covenants related to the Company’s conduct of business prior to the Effective Time to the extent Parent fails to give its consent thereto, or requires cooperation of Parent under the covenants regarding efforts to consummate the Merger to the extent Parent fails to provide cooperation thereto;

K.     any breach of the Merger Agreement by Parent or Merger Sub; or

L.      any stockholder litigation (or a derivative or similar claim) or other proceeding brought in connection with the Merger Agreement or any of the transactions contemplated thereby, including breach of fiduciary duty or inadequate disclosure claims;

provided, however, that any event, change, development, occurrence, result or effect arising out of or resulting from any change or event referred to in items (A), (B), (C), (D), (E), (H) or (I) above may constitute, and be taken into account in determining the occurrence of, a Company Material Adverse Effect if and only to the extent that such change or event has a materially disproportionate adverse impact on the Company and its subsidiaries, taken as a whole, as compared to any other participants that operate in the industries in which the Company and its subsidiaries operate.

Subject to certain limited exceptions, the representations and warranties will not survive consummation of the Merger, and cannot be the basis for claims under the Merger Agreement by any party after the Effective Time.

Covenants Related to the Company’s Conduct of Business

During the period from the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, and except (i) as expressly permitted or required by the Merger Agreement, (ii) as may be required by applicable law or required by any Company benefit plan as in effect on the date of the Merger Agreement, (iii) as set forth in the confidential disclosure letter to the Merger Agreement, (iv) with respect to specified provisions, any transaction or series of related transactions approved by the Board or a committee thereof, including the affirmative vote of the Chairman of the Board serving in that role as of the date of the Merger Agreement, or (v) with the prior written consent of Parent, the Merger Agreement obligates the Company to, and obligates the Company to cause each of its subsidiaries to, use its reasonable best efforts to conduct its business in the ordinary course in all material respects and, to the extent consistent therewith, use reasonable best efforts to preserve intact its business organizations, goodwill and assets and maintain its rights, franchises and existing relations with customers, suppliers, officers, employees and business associates.

Without limiting the foregoing, the Merger Agreement also contains specific restrictive covenants as to certain activities of the Company and its subsidiaries. These covenants provide that, subject to the exceptions in the immediately preceding paragraph, the Company will not, and will cause each of its subsidiaries not to, take the following actions.

A.     amend the Company’s or any subsidiary’s organizational documents as in effect on the date of the Merger Agreement;

B.      authorize, recommend, propose or announce an intention to adopt a plan of complete or partial dissolution or liquidation;

C.     issue, sell, deliver, agree or commit to issue, sell or deliver any Shares, except for issuances of Shares in respect of rights outstanding under the Company ESPP as of the Measurement Date and compensatory share rights outstanding under the Company Stock Plan as of the Measurement Date;

D.     directly or indirectly repurchase or redeem any Company securities; except as required by the terms of the Company Stock Plan and any related award agreements outstanding and in effect as of the Measurement Date and the date of the Merger Agreement in accordance with their terms as in effect on the date of the Merger Agreement or to satisfy any tax withholding obligations of the holder thereof or as required by the terms of its securities outstanding on the Measurement Date and the date of the Merger Agreement (or granted following the date of the Merger Agreement in accordance with the Merger Agreement);

E.      (i) split, combine or reclassify any Shares; or (ii) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock or other equity or voting interest, or make any other actual, constructive or deemed dividend or distribution in respect of the shares of capital stock or other equity or voting interest, except for cash dividends made by any subsidiary to the Company or one of the Company’s other direct or indirect wholly-owned subsidiaries;

F.      acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any other person or any material portion thereof or material equity interest therein; provided, that for the avoidance of doubt, this clause (F) shall not restrict purchases of products or supplies by the Company and its subsidiaries in the ordinary course of business;

G.     incur or assume any indebtedness (including any long-term or short-term debt) or issue any debt securities, except for: (i) trade payables incurred in the ordinary course of business or pursuant to supply chain or trade finance utilized by the Company in the ordinary course of business; (ii) obligations incurred pursuant to business credit cards in the ordinary course of business; (iii) intercompany loans or advances between or among the Company and any subsidiary or as otherwise permitted by the Truist Credit Agreement or the Varde Credit Agreement, as applicable; (iv) indebtedness under the revolving credit facility under the Truist Credit Agreement or under the Varde Credit Agreement; (v) additional indebtedness or debt securities of the Company or any subsidiary provided that the incurrence thereof is approved by the Board (or a committee thereof), which approval includes the affirmative vote of the Chairman of the Board serving in such role as of the date of the Merger Agreement; (vi) any sale or leaseback transaction, the net cash proceeds of which are used for operating activities, Company capital expenditures or payments with respect to indebtedness; (vii) Company capital expenditures or payments with respect to indebtedness under the revolving credit facility under the Truist Credit Agreement or the Varde Credit Agreement, as applicable; and (viii) any amendments, supplements, modifications, renewals, extensions, substitutions, refundings, refinancings or replacements of any indebtedness described in any one or more of clauses (i) through (vii) above;

H.     (i) sell, lease, sublease, license, sublicense, abandon, waive, relinquish, transfer, pledge, abandon, assign, swap, mortgage or otherwise dispose of or subject to any lien all or any material portion of its assets, businesses or properties other than (A) any sales, leases, licenses, sublicenses, or dispositions of assets in the ordinary course of business consistent with past practice, including the factoring of receivables in the ordinary course of business consistent with past practice, (B) any distributions expressly permitted under clause (E) above or (C) any non-exclusive licenses or sublicenses of company-owned intellectual property granted to customers for the use of, or in connection with, Company products in the ordinary course of business consistent with past practice; (ii) acquire (by merger or otherwise) or lease any assets or all or any portion of (or interests in) the business or property of any other entity; provided that, for the avoidance of doubt, this shall not restrict purchases of products or supplies by the Company and the subsidiaries in the ordinary course of business; (iii) merge, consolidate or enter into any other business combination transaction with any person (other than as permitted by the foregoing clause (ii)); or (iv) convert from a limited partnership, limited liability company or corporation, as the case may be, to any other business entity;

I.       except as required by applicable law or GAAP, make any change in any of its accounting principles or practices;

J.       make, change or rescind any material tax election;

K.     except as required by the terms of any benefit plan as in effect on the date of the Merger Agreement and set forth in the confidential disclosure letter to the Merger Agreement, (i) grant to any current or former director, officer, employee, contractor, consultant or other individual service provider any increase in compensation, bonus or fringe or other benefits, (ii) establish, adopt, enter into, terminate or amend any benefit plan, or take any action to accelerate the vesting, funding or payment of any compensation or benefits under, any benefit plan or otherwise, (iii) grant, promise to grant or amend the terms of any equity or equity-based awards, including, without limitation, any compensatory share rights, (iv) enter into any, or amend the terms of any existing, employment, consulting, change in control, retention or severance agreement with any current or former director, officer, employee, contractor, consultant or other individual service provider, (v) hire any officer, employee, contractor or consultant, other than non-officer individuals with annual compensation less than $250,000, or terminate the employment or services (other than for cause) of any officer or any employee, contractor or consultant with annual compensation of more than $250,000, provided, however, that the foregoing clauses (iv) and (v) shall not apply to any transaction or hiring approved in writing by the Chairman of the Board serving in such role as of the date of the Merger Agreement;

L.      cancel, terminate or materially amend the structure, limits or terms and conditions of any material insurance policies or any of the coverages thereunder or fail to pay any material premium due (unless such insurance coverage is otherwise adequately provided by an existing insurance policy or being replaced by an insurance policy with substantially similar coverage of such replaced policy);

M.     (i) enter into any contract that would have been a Company Specified Contract had it been entered into prior to the date of the Merger Agreement (other than in the ordinary course of business consistent with past practice) or (ii) materially modify, amend, terminate or assign, or waive or assign any rights under, any Company Specified Contract in any material manner (other than in the ordinary course of business consistent with past practice);

N.     waive, release, assign, settle or compromise any material proceeding or settle or compromise any proceeding if such settlement or compromise (i) involves a material conduct remedy or material injunctive or similar relief, (ii) involves an admission of criminal wrongdoing by the Company or any subsidiary, (iii) has in any material respect a restrictive impact on the business of the Company or any subsidiary or (iv) involves the payment of more than $1,000,000;

O.     make any loans, advances or capital contributions to, or investments in, any person (other than the Company or any wholly-owned subsidiary or in connection with indemnification and advancement rights of the Company’s directors and officers) other than loans, advances or capital contributions in the form of trade credit granted to customers in the ordinary course of business consistent with past practice;

P.       disclose any material source code or material trade secrets to any person, except in the ordinary course of business consistent with past practice and pursuant to a non-disclosure agreement;

Q.     implement or announce any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs, salary or wage reductions, work schedule changes or other such actions that would implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar laws;

R.     waive or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any current or former employee or independent contractor;

S.      enter into any new line of business outside of the Company’s existing line of business as of the date of the Merger Agreement;

T.      terminate, suspend, amend or modify in any material respect, any company permit; or

U.      agree or commit to do anything prohibited by clauses (A) through (T) in this section of this proxy statement entitled “Covenants Related to the Company’s Conduct of Business.”

Employee Matters

For a period of one (1) year after the Effective Time (the “Continuation Period”), Parent will, or will cause the Surviving Corporation to, provide each employee of the Company and the Company subsidiaries who is so employed immediately prior to the Effective Time (including any such employee who is on an approved leave) (each, a “Continuing Employee”), for so long as the Continuing Employee remains employed by the Surviving Corporation during the Continuation Period, with (i) base salary or base wage rate, as applicable, that is no less favorable than as in effect immediately prior to the Effective Time, (ii) target cash, bonus and incentive opportunities (excluding the value attributable to any equity or equity-based, retention, change in control or similar compensation) that are each no less favorable than those in effect immediately prior to the Effective Time, (iii) severance benefits that are no less favorable in the aggregate than those that would have been provided under the benefit plans of the Company (the “Company Benefit Plans”) as in effect immediately prior to the Effective Time or under the benefit plans and arrangements of the Surviving Corporation as in effect at the time of termination, and (iv) all other employee benefit plans (other than those providing equity or equity-based compensation, stock purchase, long-term incentive, change in control, retention, nonqualified deferred compensation, defined benefit pension or retiree health or welfare benefits (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to those that would have been provided under the Company Benefit Plans as in effect immediately prior to the Effective Time (excluding any of the Excluded Benefits).

Parent will take all actions necessary or appropriate to permit each Continuing Employee to continue to participate from and after the Closing Date in the Company Benefit Plans in which such Continuing Employee participated immediately prior to the Closing Date or be eligible to participate from and after the Closing Date in Benefit Plans of Parent or any of its Affiliates (excluding Benefit Plans providing for any of the Excluded Benefits). To the extent Parent causes a Continuing Employee to cease to be eligible to participate in a Company Benefit Plan and instead provides for such Continuing Employee to be eligible to participate in a Benefit Plan sponsored or maintained by Parent or any of its Affiliates (“Replacement Plans”), if such Replacement Plan is a group health plan, Parent will credit (or cause to be credited or, if applicable, use commercially reasonable efforts to cause any third-party provider to credit) such Continuing Employee, for the plan year in which such coverage under such Replacement Plan begins, with any deductibles and copayments already incurred during the plan year under the comparable Company Benefit Plan. Parent will recognize (or cause to be recognized) each Continuing Employee’s years of service and level of seniority with the Company and the Company subsidiaries for purposes of eligibility, vesting and vacation benefit determination (but not for benefit accruals under any defined benefit pension plan) under the Replacement Plans to the extent such service was credited under a comparable Company Benefit Plan, so long as credit for any service would not result in a duplication of benefits or compensation. Parent will cause each Replacement Plan to waive any preexisting condition exclusion or restriction with respect to participation and coverage requirements applicable to a Continuing Employee for the plan year in which the Closing occurs to the extent such exclusion or restriction did not apply with respect to such Continuing Employee under the corresponding Company Benefit Plan immediately prior to the Closing. From and after the Effective Time, the Surviving Corporation will honor all Company Benefit Plans in accordance with their terms.

Parent will further cause the Surviving Corporation to honor all vacation and other paid time off days accrued or earned but not yet taken by each Continuing Employee as of the Closing Date.

No Solicitation by the Company

The Company has agreed that, during the term of the Merger Agreement and subject to certain exceptions set forth in the Merger Agreement:

•        the Company will not and will cause its subsidiaries and its and their respective directors and officers not to, and will instruct and use reasonable best efforts to cause its and their respective representatives not to, directly or indirectly (i) initiate, solicit or knowingly encourage or knowingly facilitate the making of any Company Acquisition Proposal or any other offer or proposal that would reasonably be expected to lead to a Company Acquisition Proposal, (ii) other than informing third parties of the existence of the provisions described in the section of the Merger Agreement entitled “No Solicitation by the Company and Company Change in Recommendation” and engaging in discussions with any person or group or their respective representatives who has made a Company Acquisition Proposal

solely for the purpose of clarifying the terms of such Company Acquisition Proposal or determining whether such person intends to provide any documents (or additional documents) containing the terms and conditions of such Company Acquisition Proposal, engage in, continue or otherwise participate in negotiations or discussions with, or furnish any non-public information concerning the Company or any of its subsidiaries to, any third party in connection with a Company Acquisition Proposal or (iii) enter into any acquisition agreement, letter of intent, agreement in principle or similar agreement with respect to a Company Acquisition Proposal. Notwithstanding anything to the contrary contained in the Merger Agreement, the Company shall be permitted to grant waivers of, and not enforce, any standstill provision or similar provision that has the effect of prohibiting the counterparty thereto from making an unsolicited Company Acquisition Proposal; and

•        the Company will, and will cause its subsidiaries and its and their respective officers and directors, and will instruct and use reasonable best efforts to cause its other representatives to cease and cause to be terminated any discussions or negotiations with any person and its representatives that would be prohibited by the section of the Merger Agreement entitled “No Solicitation by the Company and Company Change in Recommendation,” request the prompt return or destruction of all non-public information concerning the Company and its subsidiaries theretofore furnished to any such person with whom a confidentiality agreement with respect to an actual or potential Company Acquisition Proposal was entered into at any time within twelve (12) months immediately preceding the date of the Merger Agreement and will (i) cease providing any further information with respect to the Company or any Company Acquisition Proposal to any such person or its representatives; and (ii) terminate all access granted to any such person and its representatives to any physical or electronic data room (or any other diligence access).

For the purposes of this proxy statement and the Merger Agreement, unless otherwise stated, “Company Acquisition Proposal” means any offer, proposal or indication of interest, including any amendment or modification to any existing offer, proposal or indication of interest (other than, in each case, an offer, proposal or indication of interest made or submitted by or on behalf of Parent), relating to, other than the Merger and the other transactions contemplated by the Merger Agreement, any transaction (including any single- or multi-step transaction), or series of related transactions with a person or “group” (as defined in the Exchange Act) relating to (a) the direct or indirect issuance to such person or “group” or acquisition by such person or “group” of securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing at least 20% of the Shares or voting power of the Company or (b) the direct or indirect acquisition by such person or “group” of any business or assets of the Company and the Company subsidiaries representing at least 20% of the consolidated assets or revenue of the Company (including indirectly through ownership of equity in Company subsidiaries) and the Company’s subsidiaries, taken as a whole, in either of cases (a) or (b), pursuant to a merger (including a reverse merger in which the Company is the Surviving Corporation), reorganization, recapitalization, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer, exchange offer or other similar transaction.

Notwithstanding anything to the contrary in the Merger Agreement, if, prior to obtaining the Company Stockholder Approval (as defined below), the Company receives an unsolicited bona fide written Company Acquisition Proposal, which proposal was made after the date of the Merger Agreement and did not result from a breach (other than an immaterial breach) of the provisions of the Merger Agreement described in the section of the Merger Agreement entitled “No Solicitation by the Company and Company Change in Recommendation,” and the Special Committee determines in good faith, after consultation with its financial advisor and outside counsel, that (A) such proposal constitutes or could reasonably be expected to lead to, a Company Superior Proposal, and (B) the failure to take the actions contemplated by the provisions of the Merger Agreement described in clause (b) of the section of the Merger Agreement entitled “No Solicitation by the Company and Company Change in Recommendation” would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable law, then the Special Committee, the Company and their respective representatives may, subject to compliance with the provisions of the Merger Agreement described in the section of the Merger Agreement entitled “No Solicitation by the Company and Company Change in Recommendation” do any or all of the following: (i) furnish any information (including non-public information) or access thereto to any third party making such Company Acquisition Proposal and its representatives and potential financing sources (subject to certain conditions, including the execution of a confidentiality agreement and promptly (and in any event no later than twenty four (24) hours

after making such information or other materials available to such third party) providing or making available such information or other materials to Parent if not previously provided) or (ii) participate or engage in negotiations or discussions with the person or group making such Company Acquisition Proposal and its representatives and potential financing sources regarding such Company Acquisition Proposal.

For the purposes of this proxy statement and the Merger Agreement, unless otherwise stated, “Company Superior Proposal” means a bona fide written Company Acquisition Proposal (provided, that, for this purpose the references to “20%” in the definition thereof will be deemed to be references to “50%”) made by a third party, that did not result from a breach (other than any such breach that is immaterial) of the provisions of the Merger Agreement described in the section titled “No Solicitation by the Company and Company Change in Recommendation” and that the Special Committee determines in its good faith judgment (after consultation with its financial advisors and outside counsel), taking into account all of the terms and conditions of such Company Acquisition Proposal and the Merger Agreement (including any offer by Parent to amend the terms of the Merger Agreement and taking into account all financial, legal, regulatory and other aspects of such Company Acquisition Proposal that the Special Committee considers in good faith to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable to the Company’s stockholders (solely in their capacity as such, and other than Supporting Stockholders) from a financial point of view than the Merger and the other transactions contemplated by the Merger Agreement.

Except as otherwise permitted by the provisions of the Merger Agreement described in the section titled “No Solicitation by the Company and Company Change in Recommendation,” neither the Board nor any committee thereof (including the Special Committee) shall (i) (A) withdraw (or modify, amend or qualify in a manner adverse to Parent), or propose publicly to withdraw (or modify, amend or qualify in a manner adverse to Parent), the Board Recommendation (it being understood that it shall be considered adverse to Parent if (1) any Company Acquisition Proposal structured as a tender or exchange offer is commenced and the Special Committee and the Board fail to publicly recommend against acceptance of such tender or exchange offer by the Company’s stockholders within ten (10) Business Days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act or (2) any Company Acquisition Proposal is publicly announced (other than by the commencement of a tender or exchange offer) and the Special Committee and the Board fail to issue a public press release within five (5) Business Days of such public announcement providing that the Special Committee and the Board reaffirm the Board Recommendation), (B) fail to publicly reaffirm the Board Recommendation within five (5) Business Days after Parent so requests in writing (it being understood that the Company will have no obligation to make such reaffirmation on more than two (2) separate occasions plus one more time for each time a Company Acquisition Proposal or material modification thereto shall have become publicly known), (C) fail to include the Board Recommendation in the proxy statement, or (D) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, any Company Acquisition Proposal (any action described in this clause (i) being referred to as a “Company Change in Recommendation”) or (ii) approve or recommend or propose publicly to approve or recommend, or enter into, any acquisition agreement, letter of intent, agreement in principle or similar agreement (other than certain permitted confidentiality agreements) with respect to a Company Acquisition Proposal (a “Company Alternative Acquisition Agreement”).

Notwithstanding anything to the contrary in the provisions of the Merger Agreement, at any time prior to the receipt of the Company Stockholder Approval, the Board, upon the recommendation of the Special Committee, may make a Company Change in Recommendation in response to a Company Intervening Event if (i) the Special Committee determines in good faith, after consultation with its outside legal counsel, that the failure to do so would reasonably be expected to be inconsistent with its fiduciary duties under applicable law, (ii) (A) the Company has provided Parent at least four (4) Business Days’ written notice prior to making any such Company Change in Recommendation, which notice shall describe the Company Intervening Event in reasonable detail and which notice shall not itself constitute a Company Change in Recommendation and (B) if requested by Parent in good faith, during such four (4) Business Day period after providing such notice, negotiate in good faith with respect to any revisions to the terms of the Merger Agreement proposed by Parent so that a Company Change in Recommendation would no longer be necessary, and (iii) after giving effect to the revisions contemplated by the foregoing clause (ii) if any, after consultation with financial advisors and outside counsel, the Board, upon the recommendation of the Special Committee, has determined in good faith that failure to make the Company Change in Recommendation in response to such Company Intervening Event, would reasonably be expected to be inconsistent with the Board’s fiduciary duties under applicable law. The provisions described in this paragraph also apply to any material change

in the event, occurrence or fact relating to such Company Intervening Event and require a new notice from the Company, except that the references to periods of four Business Days in the procedures described in this paragraph shall be shortened to two (2) Business Days for such purposes.

For the purposes of this proxy statement and the Merger Agreement, unless otherwise stated, “Company Intervening Event” means any material change, event, fact, circumstance, condition, development or occurrence that first becomes known to either the Special Committee or the Board after the date of the Merger Agreement and was not reasonably foreseeable by the Board as of the date of the Merger Agreement; provided, however, that in no event will any of the following constitute or be deemed to contribute to or otherwise be taken into account in determining whether there has been a Company Intervening Event: (i) the receipt, existence or terms of any Company Acquisition Proposal, or any proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal, (ii) any change in the market price or trading volume of the Shares, in and of itself, (iii) the Company or any of its subsidiaries meeting or exceeding any applicable internal or published projections, forecasts, estimates or predictions of revenues, earnings or other financial or operating metrics for any period or (iv) any failure, in and of itself, by the Company to meet any such projections, forecasts, estimates or predictions for any period (it being understood that the underlying cause of any of the foregoing in clauses (ii), (iii) or (iv) may be considered and taken into account, unless such underlying cause is otherwise included in the exceptions to this definition).

The Company has agreed that the Board may not make a Company Change in Recommendation in response to a Company Superior Proposal and the Company may not terminate the Merger Agreement as described below, unless:

•        the Company has provided to Parent four (4) Business Days’ prior written notice (the “Company Superior Proposal Notice”), which notice shall not constitute a Company Change in Recommendation, advising Parent that the Company intends to take such action (and the material terms and conditions of any such Company Superior Proposal), the identity of the person making such Company Acquisition Proposal and copies of all definitive or proposed agreements or other material documents submitted in connection therewith;

•        during such four (4) Business Day period, if requested in writing by Parent in good faith, the Company and its representatives engaged in good faith negotiations with Parent regarding changes to the terms of the Merger Agreement intended by Parent to cause such Company Acquisition Proposal to no longer constitute a Company Superior Proposal; and

•        the Board has considered any adjustments to the Merger Agreement proposed in writing by Parent (the “Parent Proposed Changed Terms”) by no later than 11:59 p.m., New York City time, on the fourth (4th) Business Day of such four (4) Business Day period and, upon the recommendation of the Special Committee, has determined in good faith (after consultation with its financial advisors and outside counsel) that the Company Superior Proposal would continue to constitute a Company Superior Proposal if such Parent Proposed Changed Terms were to be given effect, and that the failure to make the Company Change in Recommendation or terminate the Merger Agreement in accordance with its terms would reasonably be expected to be inconsistent with the fiduciary obligations of the Board under applicable law; provided, however, that any (1) material revisions to the terms of a Company Superior Proposal or (2) material revisions to a Company Acquisition Proposal that the Board had determined no longer constitutes a Company Superior Proposal, will constitute a new Company Acquisition Proposal and will in each case require the Company to deliver to Parent a new Company Superior Proposal Notice, except that the references to four (4) Business Days in the immediately preceding three (3) bullet points will be deemed to be two (2) Business Days.

Notwithstanding anything to the contrary contained in the Merger Agreement, at any point prior to receipt of the Company Stockholder Approval if, in response to an unsolicited bona fide written Company Acquisition Proposal made after the date of the Merger Agreement and not withdrawn that did not result from a material breach of the Merger Agreement provisions in the section titled “No Solicitation by the Company and Company Change in Recommendation,” the Special Committee determines in good faith (after consultation with its financial advisors and outside counsel) that (i) such Company Acquisition Proposal constitutes a Company Superior Proposal and (ii) the failure to make the Company Change in Recommendation or terminate the Merger Agreement in accordance with its terms would reasonably be expected to be inconsistent with the Board’s fiduciary obligations under applicable law, (A) subject to compliance with the requirements set forth in the immediately preceding paragraph

and bullet points, the Board, upon the recommendation of the Special Committee, may make a Company Change in Recommendation or (B) the Company may terminate the Merger Agreement in accordance with its terms in order to enter into a Company Alternative Acquisition Agreement with respect to such Company Superior Proposal, provided, among other conditions, the Company pays to Parent the Company Termination Fee.

The Company will promptly (and in any event within twenty four (24) hours after receipt) advise Parent in writing in the event that the Company receives any Company Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to a Company Acquisition Proposal, and in connection with such notice, provide to Parent the material terms and conditions (including the identity of the third party making any such Company Acquisition Proposal) of any such Company Acquisition Proposal, including unredacted copies of all written requests, proposals, offers, or proposed agreements (including any financing documents related thereto, which may be redacted to remove fees, flex and pricing terms, lender-confidential information and other immaterial or competitively sensitive provisions). The Company will (i) keep Parent reasonably informed on a current basis of the status and material terms of any such Company Acquisition Proposal (including, prior to furnishing any information or to participating in any discussions or negotiations pursuant to the Merger Agreement, advising Parent of any determination by the Board pursuant to the Merger Agreement) and any discussions and negotiations concerning the material terms and conditions thereof and (ii) provide to Parent as soon as practicable (and in any event within twenty four (24) hours after receipt) any written indication of interest (or amendment thereto) or any written material that constitutes an offer (or amendment thereto) including copies of any proposed Company Alternative Acquisition Agreements.

Nothing in the Merger Agreement prevents the Company or the Board, directly or indirectly through their respective representatives, from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, (ii) making any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) under the Exchange Act or (iii) making any disclosure to the stockholders of the Company that is required by law or with respect to which the Special Committee or the Board determines in good faith, after consultation with its outside legal counsel, that failure to make such disclosure would reasonably be expected to be inconsistent with its fiduciary duties under applicable law, in each case, other than a Company Change in Recommendation that is not permitted as described herein. For the avoidance of doubt, no statement or disclosure that includes the reaffirmation of the Board Recommendation shall be deemed to be a Company Change in Recommendation.

Any material breach of the provisions of the Merger Agreement described in the section titled “No Solicitation by the Company and Company Change in Recommendation,” by any of the Company’s senior employees or representatives (acting as such) will be deemed to be a breach of the Merger Agreement by the Company.

Parent Financing

Pursuant to the Merger Agreement, Parent and Merger Sub have agreed not to amend, modify or waive any provision or remedy pursuant to the Equity Commitment Letter without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) that would (x) reduce the aggregate amount of financing required to consummate the transaction (taking into account any increases to any alternative financing and other available sources of cash) and (y) impose additional conditions to the receipt of the Financing in a manner that would prevent the funding of the Financing on the Closing Date. Parent has also agreed to use reasonable best efforts to take (or cause to be taken) all actions and do (or cause to be done) all things necessary, proper and advisable to obtain the Financing, including by maintaining the Equity Commitment Letter in effect, complying with its obligations thereunder, satisfying (or obtaining a waiver of) the conditions applicable to Parent or Merger Sub, enforcing its rights thereunder and consummating the Financing at or prior to the Closing. If, prior to Closing, any portion of the Financing becomes unavailable and Parent’s cash on hand and other available sources of funds would be insufficient to fund the Required Amount, Parent has agreed to use reasonable best efforts, subject to certain limitations set forth in the Merger Agreement, to obtain alternative financing sufficient to fund the Required Amount. If Parent is seeking alternative financing, it shall not be required to pay any fees or agree to any interest rates in excess of those set forth in the Equity Commitment Letter, agree to any conditionality or economic terms that are less favorable than those set forth in the Equity Commitment Letter, consummate the Financing prior to the time that the Closing is required to be effected pursuant to the Merger Agreement or initiate, prosecute or maintain any legal claim or other suit or legal action against the Equity Financing Source.

The Merger Agreement provides that, prior to the Effective Time, the Company shall use commercially reasonable efforts to maintain (and shall cause each other member of the Company and the Company subsidiaries to use commercially reasonable efforts to maintain) each of the Truist Credit Agreement and the Varde Credit Agreement in full force and effect in accordance with the terms and subject to the conditions thereof. Without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Company (and any other member of the Company and the Company subsidiaries) shall not agree to or permit any material amendment, waiver, replacement, consent or other modification of the Truist Credit Agreement or the Varde Credit Agreement and the Company shall promptly notify Parent of any actual or alleged material default under or termination of either agreement. Upon notification thereof, the Company shall, and shall cause each of the Company subsidiaries to, promptly use its and their reasonable best efforts (in consultation with Parent) to cure any material default under the Truist Credit Agreement or the Varde Credit Agreement, in each case, prior to the Closing Date.

On the date of the Merger Agreement, the Company (and/or its applicable subsidiaries) (i) declared an irrevocable restricted payment, payable to the Company at Closing, in an aggregate amount equal to the sum of (A) $96.3 million plus (B) up to $34.9 million for restricted payments related to the repurchase of shares of current or former directors, officers or employees (the “Closing Restricted Payment”) and (ii) elected to treat the Closing Restricted Payment as a limited condition transaction in accordance with the Truist Credit Agreement. The Company shall (and shall cause its applicable subsidiaries to) (i) on or prior to the Closing Date, make a borrowing under the Truist Credit Agreement in an amount sufficient, together with all available cash on hand, to make the Closing Restricted Payment and (ii) substantially concurrently with the Closing, make the Closing Restricted Payment. The Closing Restricted Payment shall be irrevocable prior to the Outside Date.

The obligation of Parent to complete the Merger is not subject to the receipt by Parent or Merger Sub of any financing or the consummation of any other transaction, although Parent’s obligation to consummate the Merger is conditioned on each of the Truist Credit Agreement and the Varde Credit Agreement remaining in full force and effect.

Company Stockholder Approval

The Merger Agreement provides that, as promptly as reasonably practicable (but in no event later than thirty (30) Business Days) after the execution of the Merger Agreement, (i) the Company shall prepare a preliminary proxy statement and file it with the SEC and (ii) the Company and Parent shall jointly prepare and file with the SEC a Schedule 13E-3. This proxy statement fulfills the obligation referenced in clause (i) of the foregoing sentence. The Company will advise Parent promptly after it receives notice thereof, of any request by the SEC for amendment of, or comments on, the proxy statement, the Schedule 13E-3 and responses thereto or requests by the SEC for additional information. Prior to the filing of the proxy statement or the Schedule 13E-3 (or, in each case, any amendment or supplement thereto) or any dissemination thereof to the stockholders of the Company, or responding to any comments from the SEC with respect thereto, the Company or Parent, as applicable, shall provide the other party with a reasonable opportunity to review and to propose comments on such document or response, which the Company or Parent, as applicable, shall consider in good faith.

The Company shall take all action necessary in accordance with applicable laws and the organizational documents of the Company to duly give notice of, convene and hold a meeting of its stockholders, to be held as promptly as reasonably practicable (but in no event later than thirty (30) Business Days) following the clearance of the final proxy statement and the Schedule 13E-3 by the SEC, for the purpose of obtaining the affirmative vote of holders of (i) a majority of the voting power of all outstanding Shares entitled to vote, voting as a single class and (ii) a majority of the votes cast by the “disinterested stockholders” as defined in Section 144 of the DGCL, excluding any stockholder that is not an Unaffiliated Company Stockholder (meaning holders of Shares other than (i) the Majority Stockholder, (ii) the Supporting Stockholders and their affiliates, (iii) any persons that the Company has determined to be an “Officer” of the Company within the meaning of Rule 16a-1(f) under the Exchange Act and (iv) any members of the Board who are not a member of the Special Committee), to approve and adopt the Merger Agreement (the “Company Stockholder Approval”).

Unless the Special Committee has withdrawn, modified, amended or qualified its recommendation thereof or otherwise effected a Company Change in Recommendation in accordance with the applicable provisions of the Merger Agreement, the Company will (i) through the Board, recommend, including through a recommendation in the proxy statement, that the stockholders of the Company vote in favor of the adoption of the Merger Agreement, and (ii) solicit from stockholders of the Company proxies in favor of the adoption of the Merger Agreement.

Without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), the adoption of the Merger Agreement shall be the only matter (other than matters of procedure, matters related to executive compensation matters associated with the Merger, and matters required by applicable law to be voted on by the Company’s stockholders in connection with the adoption of the Merger Agreement) that the Company shall propose to be acted on by the stockholders of the Company at the Company stockholders meeting. The Company stockholders meeting may be adjourned or postponed, subject to and in accordance with the terms and conditions of the Merger Agreement.

Regulatory Approvals; Third Party Consents

Licensee holds money transmitter or the statutory equivalent licenses in numerous U.S. jurisdictions. The relevant laws and regulations of certain of these jurisdictions require that, prior to a restructuring that results in the acquisition of control of a licensee, the licensee and/or acquirer must notify the applicable regulatory authority, make certain filings with such regulatory authority, and/or obtain the approval of such regulatory authority. Each of the Company, Licensee and Parent has agreed to use reasonable best efforts to obtain all such Restructuring Consents; provided, however, that, upon the earlier of (i) June 18, 2027, or (ii) such date that the Company, Licensee and Parent mutually agree, the Company, Licensee and Parent shall use reasonable best efforts to implement Alternative Arrangements (or, where not feasible after use of such reasonable best efforts, Withdrawals).

It is a condition to the obligations of the Company, Parent and Merger Sub to complete the Merger that the Restructuring Consents be obtained; provided that such condition will be deemed satisfied by the receipt of such Restructuring Consents or any combination of Restructuring Consents, Alternative Arrangements, or Withdrawals in respect of one or more money transmitter licenses, if, on or after June 18, 2027, (i) a Restructuring Consent is received from certain specified states, and (ii) the jurisdictions for which Withdrawals are exercised did not generate more than 10% of the consolidated fee revenue of the Company and the Company subsidiaries from operations subject to money transmitter licenses during the twelve (12) month period ended on June 30, 2026 (with the exception that Withdrawals cannot take place in certain specified states absent an Alternative Arrangement). “Alternative Arrangement” means in any jurisdiction that requires Licensee to have a license as a money transmitter, money servicer, or similar business, an arrangement sufficient to enable the services that the Company or such Licensee provides in such jurisdiction to continue as of the Closing Date in compliance in all material respects with all applicable law and network rules without a money transmitter license. Alternative Arrangement includes Licensee ceasing the conduct of regulated services under its money transmitter license as of the Closing Date in such jurisdiction in accordance with the law of such jurisdiction and surrendering its money transmitter license in such jurisdiction and Licensee either (i) utilizing a program management or other service provider arrangement with any such other person that maintains the necessary charter or permit to enable the services that Licensee provides in such jurisdiction to continue as of the Closing Date, or (ii) making other arrangements sufficient to permit the Company to operate the business. “Withdrawal” means in any jurisdiction in which a Restructuring Consent has not been obtained and in which it is not feasible to implement Alternative Arrangements, Licensee taking all steps necessary to avoid a violation of law in such jurisdiction, including ceasing the conduct of services regulated by the money transmitter license as of the Closing Date in such jurisdiction in accordance with the law of such jurisdiction and surrendering its money transmitter license in such jurisdiction. The Company, Licensee, and Parent are in the process of obtaining the required Restructuring Consents.

Takeover Laws

Each of the Company, Parent and Merger Sub has agreed not to take any action that would cause the transactions contemplated by the Merger Agreement (including the Merger) to be subject to requirements imposed by any takeover laws, and each of them has agreed to take all reasonable steps within its control to exempt (or ensure the continued exemption of) such transactions from the takeover laws of any state that purport to apply to the Merger Agreement or to the transactions contemplated thereby.

For the purpose of the paragraph immediately above, “takeover law” means any “interested stockholder,” “fair price,” “moratorium,” “control share acquisition,” “business combination” or any other anti-takeover law or similar law enacted under state or federal law.

Indemnification; Directors’ and Officers’ Insurance

The Merger Agreement provides that, for a period of six (6) years after the Effective Time, the Surviving Corporation will indemnify and hold harmless, to the fullest extent authorized or permitted by, and subject to the conditions and procedures set forth in, applicable law, and will pay on behalf of or advance expenses to, each person who is now, or has been or becomes at any time prior to the Effective Time, an officer or director of the Company or any of its subsidiaries and together with such person’s heirs, executors or administrators (collectively, the “Indemnified Parties”), in connection with any proceeding and against any losses, claims, damages, liabilities, costs or expenses, judgments, fines, penalties or settlement amounts incurred in connection therewith, including by reason of the fact such person is or was a director, officer, employee, member, trustee or fiduciary of another corporation, foundation, partnership, joint venture, trust, pension or other benefit plan or enterprise (regardless of whether such other entity or enterprise is affiliated with the Company) serving at the request of or on behalf of the Company or any of its subsidiaries, subject to certain limitations and conditions more fully described in the Merger Agreement.

For six (6) years following the Effective Time, Parent will maintain, or cause the Surviving Corporation to maintain, directors’ and officers’ liability and fiduciary liability insurance for the benefit of the persons covered by the Company’s current policies with respect to matters arising on or before the Effective Time. Parent may replace those policies with policies providing at least the same coverage and aggregate limits and containing terms and conditions that are no less favorable to the insured persons, provided that there is no gap or lapse in coverage. Parent will not be required to pay annual premiums in excess of 300% of the annual premiums paid by the Company for such insurance immediately prior to the execution of the Merger Agreement and, if the cost of such coverage exceeds that amount, Parent will purchase the maximum amount of coverage available for that amount. Alternatively, the Company may, on or prior to the Effective Time, purchase a six (6) year tail policy with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by such Indemnified Parties in coverage and amount no greater than the policies currently in place so long as the total premiums paid would not exceed the maximum aggregate amount of premiums contemplated to be paid under the previous sentence for such 6-year period, and if such tail policy is so purchased, Parent will be relieved of its obligations under the previous sentence.

If Parent, the Surviving Corporation or any of their respective successors or assigns consolidates with or merges with or into any other person and will not be the continuing or surviving corporation, partnership or other entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, Parent will make proper provision so that the successors and assigns of Parent or the Surviving Corporation assume the obligations discussed in the preceding two (2) paragraphs.

Stockholder Litigation

The Company has agreed that, if any litigation or other proceeding by any stockholder related to the Merger Agreement or the transactions contemplated thereby (including the Merger) is initiated or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries or the members of the Board (or of any equivalent governing body of any subsidiary) prior to the Effective Time, the

Special Committee, on behalf of the Company, shall control the defense of any such litigation or other proceeding; provided, however, that the Company will promptly notify Parent, and any Indemnified Party that is named as a party in such proceeding, and keep Parent, and any such Indemnified Party, reasonably informed on a current basis with respect to the status thereof (including by providing copies of all pleadings with respect thereto). The Company will consult with Parent on a regular basis with respect to, and will give Parent, and any Indemnified Party that is named as a party in such proceeding, the opportunity to participate in the defense or settlement of, any security holder litigation or other proceeding against the Company or its directors relating to such transactions, and no such settlement will be agreed to without the prior written consent of Parent, which consent will not be unreasonably withheld, conditioned or delayed by Parent. For purposes of the preceding sentence, “participate” means that Parent will be kept apprised of the proposed strategy and other significant decisions with respect to such litigation or other proceeding (to the extent consistent with the preservation of attorney-client privilege) and may offer comments or suggestions with respect thereto, but will not have any decision-making authority over such litigation or other proceeding, except with respect to any required consent to a settlement or compromise as described above. The Company will not, without the prior written consent of an Indemnified Party settle any claims against such Indemnified Party unless the settlement solely involves the payment of money by persons other than such Indemnified Party and includes an unconditional release of the Indemnified Party from liability on matters that are the subject of such proceeding.

Notwithstanding the foregoing provisions of this section titled “Stockholder Litigation,” nothing will require the Company to disclose any information if the Company reasonably determines that such disclosure would (a) constitute a violation of any contract with respect to confidentiality or non-disclosure owing to a third party (including any governmental entity) to which the Company or any of the Company subsidiaries is a party, (b) constitute a violation of any applicable law or (c) result in a waiver of attorney-client privilege, work product doctrine or similar privilege; provided, that the Company shall not be permitted to assume the defense of any Indemnified Party to the extent the Indemnified Party shall have reasonably concluded (based on the advice of counsel) that there is reasonably likely to be a material conflict of interest between the Company (or any other person or persons included in a joint defense) and the Indemnified Party in the conduct of the defense of such action. The provisions of this section titled “Stockholder Litigation” that concern the conduct of proceedings against any Indemnified Parties shall survive the consummation of the Merger and are intended to be for the benefit of, and to be enforceable by, the Indemnified Parties and their respective heirs and personal representatives, and will be binding on Parent, the Surviving Corporation and their respective successors and assigns.

For the avoidance of doubt, any proceeding related to Dissenting Shares will be governed by the provisions described under the section titled “— Dissenters’ Rights” above.

Other Covenants

The Merger Agreement contains other customary covenants, including, but not limited to, covenants relating to public announcements and other public statements, access to information, confidentiality, efforts to consummate the Merger, third-party approvals, Section 16 matters and delisting of the Shares.

Conditions to the Completion of the Merger

Mutual Closing Conditions

The obligations of each of the parties to consummate the Merger are conditioned upon the satisfaction at or prior to the Closing (or waiver by both the Company and Parent, to the extent permitted by applicable law, except for the condition referenced in the first bullet point immediately below, which is not waivable) of each of the following:

•        the Company Stockholder Approval has been obtained;

•        no governmental entity in the United States has issued any order (whether preliminary, temporary or permanent) that remains in effect or taken any other action, in each case restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by the Merger Agreement (including the Merger) and no law is in effect in the United States that makes the consummation of such transactions illegal or otherwise prohibited; and

•        the Restructuring Consents required under the Merger Agreement have been obtained and remain in full force and effect; provided, however, that, on or after June 18, 2027, such condition shall be deemed satisfied by the receipt of such Restructuring Consents or any combination of Restructuring Consents, Alternative Arrangements, or Withdrawals in respect of one or more money transmitter licenses so long as (i) a Restructuring Consent is received from certain specified states, and (ii) the jurisdictions for which Withdrawals are exercised did not generate more than 10% of the consolidated fee revenue of the Company and the Company subsidiaries from operations subject to money transmitter licenses during the twelve (12) month period ended on June 30, 2026 (with the exception that Withdrawals cannot take place in certain specified states absent an Alternative Arrangement).

Additional Company Closing Conditions

The obligation of the Company to consummate the Merger is further conditioned upon the satisfaction (or waiver by the Company) at or prior to the Closing of each of the following:

•        the representations and warranties of Parent and Merger Sub contained in the Merger Agreement being true and correct as of the date of the Merger Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving

effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in any such representation or warranty) would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect;

•        each and all of the agreements and covenants of Parent and subsidiaries of Parent to be performed and complied with pursuant to the Merger Agreement on or prior to the Effective Time have been duly performed and complied with in all material respects; and

•        the Company shall have received a certificate of Parent signed by an executive officer of Parent, dated as of the Closing Date, confirming that the conditions described in the preceding bullets have been satisfied.

Additional Parent Closing Conditions

The obligation of Parent and Merger Sub to consummate the Merger is further conditioned upon satisfaction (or waiver by Parent) at or prior to the Closing of each of the following:

•        the representations and warranties of the Company:

•        contained in the Merger Agreement (other than representations and warranties regarding certain elements of the Company’s organization and qualification, certain elements of the Company’s capital structure, certain elements of the Company’s general authority and standing, the absence of conflicts with the Company’s Organizational Documents, the absence of a Company Material Adverse Effect since June 30, 2026, the absence of brokers’ and advisors’ fees and anti-takeover laws or measures in the Company’s organizational documents, agreements or similar arrangements) being true and correct as of the Closing Date, as if made as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in any such representation or warranty) would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect;

•        regarding certain elements of the Company’s organization and qualification, certain elements of the Company’s general authority and standing, the absence of conflicts and the absence of brokers’ and advisors’ fees and anti-takeover laws or measures in the Company’s organizational documents, agreements or similar arrangements being true and correct in all material respects (without giving effect to a Company Material Adverse Effect or other materiality qualification) as of the Closing Date, as if made as of such time (except to the extent expressly made as of an earlier date, in which case as of such date);

•        regarding certain elements of the Company’s capital structure, being true and correct in all but de minimis respects as of the Closing Date, as if made as of such time; and

•        regarding the absence of a Company Material Adverse Effect since June 30, 2026 being true and correct in all respects as of the Closing Date as if made at and as of such time;

•        each and all of the agreements and covenants of the Company and the Company subsidiaries to be performed and complied with pursuant to the Merger Agreement on or prior to the Effective Time have been duly performed and complied with in all material respects;

•        Parent shall have received a certificate of the Company signed by an executive officer of the Company, dated as of the Closing Date, confirming that the conditions described in the preceding bullets have been satisfied;

•        since the date of the Merger Agreement, there shall not have occurred any Company Material Adverse Effect; and

•        each of the Truist Credit Agreement and Varde Credit Agreement remains in full force and effect.

Termination

The Merger Agreement may be terminated at any time prior to the Closing (notwithstanding receipt of the Company Stockholder Approval, except as expressly noted) as follows:

A.     by the mutual written consent of the Company and Parent in a written instrument;

B.      by the Company or Parent if:

i.       a governmental entity in the United States has issued a final nonappealable order or taken any other action, in each case, permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Merger Agreement (including the Merger) or if any law that permanently makes consummation of such transactions illegal or otherwise prohibited is in effect in the United States; provided, that, the right to so terminate the Merger Agreement pursuant to the provision described in this subparagraph will not be available to any party if such order or law was primarily due to the failure of such party (or, in the case of Parent or Merger Sub, any of the Supporting Stockholders) to perform any of its obligations under the Merger Agreement;

ii.      the Closing does not occur on or before December 18, 2027 (the “Outside Date”); provided, that, the right to terminate the Merger Agreement pursuant to the provision described in this subparagraph will not be available to any party if such failure of the Closing to occur is primarily due to the failure of such party (or, in the case of Parent or Merger Sub, any of the Supporting Stockholders) to perform any of its obligations under the Merger Agreement; or

iii.     after the final adjournment of the Company stockholder meeting a vote of the Company stockholders has been taken in accordance with the Merger Agreement, the Company Stockholder Approval has not been obtained;

C.     by Parent if the Company has breached or failed to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement, which breach or failure to perform would result in the failure of certain conditions to the consummation of the Merger described in the first two (2) bullets under the heading “— Conditions to the Completion of the Merger — Additional Parent Closing Conditions” to be satisfied and such breach or failure to perform is incapable of being cured or, if capable of being cured, is not cured by the earlier of (x) the Outside Date or (y) thirty (30) days following receipt by the Company of notice of such breach or failure from Parent; provided, that, the right to terminate the Merger Agreement pursuant to the provision described in this subparagraph will not be available if Parent or Merger Sub (or any of the Supporting Stockholders) is itself in breach of any provision of the Merger Agreement or has failed to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement, and which breach or failure to perform would result in the failure of certain conditions to the consummation of the Merger described in the first two (2) bullets under the heading “— Conditions to the Completion of the Merger — Additional Company Closing Conditions;”

D.     by the Company if Parent or Merger Sub (or any of the Supporting Stockholders) has breached or failed to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement, which breach or failure to perform would result in the failure of certain conditions to the consummation of the Merger described in the first two (2) bullets under the heading “— Conditions to the Completion of the Merger — Additional Company Closing Conditions” to be satisfied and such breach or failure to perform is incapable of being cured or, if capable of being cured, is not cured by the earlier of (x) the Outside Date or (y) thirty (30) days following receipt by Parent of notice of such breach or failure from the Company; provided, that, the right to terminate the Merger Agreement pursuant to the provision described in this subparagraph will not be available if the Company is itself in breach of any provision of the Merger Agreement or has failed to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement, and which breach or failure to perform would result in the failure of the conditions to the consummation of the Merger described in the first two (2) bullets under the heading “— Conditions to the Completion of the Merger — Additional Parent Closing Conditions;”

E.      by Parent prior to the time the Company Stockholder Approval is obtained, if the Board or any committee thereof (including the Special Committee) has effected a Company Change in Recommendation;

F.      by the Company, if the Merger Agreement is terminated to enter into a definitive agreement relating to a Company Superior Proposal in accordance with the terms and conditions set forth in the Merger Agreement, and the Company has complied with the Merger Agreement, provided, that, the Company shall have, prior to or concurrently with such termination, paid to Parent the Company Termination Fee; or

G.     by the Company, if (i) all the conditions to the consummation of the Merger described under the headings “— Conditions to the Completion of the Merger — Mutual Closing Conditions” and “— Conditions to the Completion of the Merger — Additional Parent Closing Conditions” have been and continue to be satisfied (other than those closing conditions that by their nature are to be satisfied at the Closing, provided, that, such conditions are reasonably capable of being satisfied at the Closing), (ii) Parent and Merger Sub have failed to consummate the Merger on the date required pursuant to the terms and conditions of the Merger Agreement, (iii) after the occurrence of (i) and (ii), the Company has irrevocably notified Parent in writing that the conditions described under the headings “— Conditions to the Completion of the Merger — Mutual Closing Conditions” and “— Conditions to the Completion of the Merger — Additional Parent Closing Conditions” have been and continue to be satisfied (other than those conditions that by their nature are to be satisfied at the Closing, provided, that, such conditions are reasonably capable of being satisfied at the Closing and the date of termination) or waived, the Company is ready, willing and able to consummate the Merger and has given Parent written notice at least three (3) Business Days prior to such termination stating the Company’s intention to terminate the Merger Agreement pursuant to this section and the intended termination date (which date shall be after the third (3rd) Business Day after the date of such notice) if Parent and Merger Sub fail to consummate the Merger, and (iv) Parent and Merger Sub fail to consummate the Merger on the later of the expiration of such three (3) Business Day period and the date set forth in the foregoing notice.

In the event that the Merger Agreement is validly terminated, each of the parties will be relieved of its duties and obligations thereunder after the date of such termination and such termination will be without liability to Parent, Merger Sub or the Company or their respective affiliates. However, following termination, (a) certain provisions specified in the Merger Agreement (including, but not limited to, the obligation of Parent or the Company to pay a termination fee in certain circumstances, as further described under the heading “— Termination Fees” below) will survive any such termination and be enforceable thereunder, in accordance with the terms and conditions of the Merger Agreement, and (b) the Company will not be relieved of any liability for any Willful Breach of any covenant or agreement contained in the Merger Agreement occurring prior to termination, and neither Parent nor the Company will be relieved of any liability for fraud or any breach of the Confidentiality Agreement, and in each such case, the aggrieved party will be entitled to all rights and remedies available at law or in equity, in each case, subject to and in accordance with the terms and conditions of the Merger Agreement.

Termination Fees

As used herein, “Company Termination Fee” means a cash amount equal to $15,750,000. In the event that:

•        (i) prior to the termination of the Merger Agreement, a Company Acquisition Proposal is publicly submitted, publicly proposed, or publicly disclosed prior to, and not withdrawn at the date of termination of the Merger Agreement, (ii) the Merger Agreement is terminated by the Company or Parent pursuant to the provisions described in subparagraph (B)(ii) (Outside Date) or (B)(iii) (Failure to Obtain Company Stockholder Approval), or by Parent pursuant to the provisions described in subparagraph (C) (Company Breach), in each case, under the heading “— Termination” above, and

•        the Company consummates a Company Acquisition Proposal, or enters into a definitive agreement providing for the consummation of a Company Acquisition Proposal, within twelve (12) months after the date of termination of the Merger Agreement, then the Company will pay (or cause to be paid) to Parent the Company Termination Fee upon the consummation of such Company Acquisition Proposal (provided, that, for purposes of this sentence, any reference in the definition of Company Acquisition Proposal to “20%” will be deemed a reference to “50%”);

•        the Merger Agreement is terminated by Parent pursuant to the provisions described in subparagraph (E) (Company Change in Recommendation) under the heading “— Termination” above, the Company will pay (or cause to be paid) to Parent the Company Termination Fee within two (2) Business Days of termination of the Merger Agreement; or

•        the Merger Agreement is terminated by the Company pursuant to the provisions described in subparagraph (F) (Company Superior Proposal) under the heading “— Termination” above, the Company will pay (or cause to be paid) to Parent the Company Termination Fee prior to or concurrently with the termination of the Merger Agreement and as a condition to terminate the Merger Agreement.

As used herein, “Parent Termination Fee” means a cash amount equal to $35,250,000. In the event that

•        the Merger Agreement is terminated by the Company pursuant to the provisions described in subparagraph (D) (Parent Breach) or subparagraph (G) (Parent Failure to Close) under the heading “— Termination” above, Parent will promptly, and in any event within five (5) Business Days, pay the Parent Termination Fee to the Company; or

•        the Merger Agreement is terminated by Parent or the Company pursuant to the provisions described in subparagraph (B)(ii) (Outside Date) under the heading “— Termination” above at such time as the Company would have been validly entitled to terminate the Merger Agreement pursuant to the provisions described in subparagraph (D) (Parent Breach) or subparagraph (G) (Parent Failure to Close), Parent will promptly, and in any event within five (5) Business Days, pay the Parent Termination Fee to the Company.

If the Company or Parent, fails to promptly pay the amount of the applicable termination fee, interest will accrue on such amount from the date such payment was required to be paid pursuant to the terms of the Merger Agreement until the date of payment at the prime rate set forth in The Wall Street Journal in effect on the date on which such payment was required to be made. If the Company or Parent, as the case may be, pursues litigation or other proceedings that result in a judgment for the party that commenced such proceeding for payment of the applicable termination fee, the party that failed to pay promptly will reimburse the other party for its reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such proceedings; provided, that the aggregate amount of interest payable pursuant to the immediately preceding sentence and such costs and expenses shall not exceed $3,500,000.

If the Company Termination Fee is payable and paid, subject to an exception for Willful Breach and fraud, the Company Termination Fee is the sole and exclusive remedy of Parent and the Parent Related Parties for any losses or damages suffered as a result of the failure to consummate the transactions contemplated by the Merger Agreement. If the Parent Termination Fee is payable and paid, receipt of the Parent Termination Fee is the sole and exclusive remedy of the Company and the Company Related Parties against Parent and the Parent Related Parties for any losses or damages suffered as a result of the failure to consummate the transactions contemplated by the Merger Agreement or for any breach of the Merger Agreement, except in the case of fraud by Parent or liabilities arising under the Confidentiality Agreement.

In no event will Parent be entitled to receive, and the Company be required to pay, more than one (1) payment of the Company Termination Fee or the Company be entitled to receive, and Parent be required to pay, more than one (1) payment of the Parent Termination Fee, in each case, in connection with the Merger Agreement.

While each of the Company and Parent may pursue both a grant of specific performance in accordance with the provision described under the heading “— Specific Performance,” and the payment of the Parent Termination Fee or the Company Termination Fee, as applicable, described under this heading “— Termination Fees,” under no circumstances shall the Company or Parent be permitted or entitled to receive both a grant of specific performance that results in the consummation of the Merger and any money damages, including all or any portion of the Parent Termination Fee or the Company Termination Fee, as applicable.

Expenses

Except as described under the heading “— Termination Fees” above, each party will pay its own expenses incident to preparing for, entering into and carrying out the Merger Agreement and the consummation of the transactions contemplated thereby. The Company will pay all filing fees owed in connection with the Merger.

Specific Performance

The Company, Parent and Merger Sub have agreed that irreparable damage, for which monetary damages or other legal remedies would not be an adequate remedy, would occur in the event that any of the provisions of the Merger Agreement were not performed in accordance with their specific terms or were otherwise breached by the parties. The parties have agreed that they shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches or threatened breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement in the Court of Chancery of the State of Delaware or, if the Court of Chancery of the State of Delaware lacks jurisdiction over such matter, the Superior Court of the State of Delaware and the federal courts of the United States of America located in the State of Delaware, without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled at law or in equity. Each party has agreed not to raise any objections to the availability of the equitable remedy of specific performance and further agreed not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. Each party has further agreed that neither the other party nor any other person will be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in the provision described in this paragraph, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

Notwithstanding anything to the contrary in the Merger Agreement, the Company will only be entitled to specific performance to cause the Financing to be funded (including by enforcing the Company’s third party beneficiary rights under the Equity Commitment Letter) if, and only if:

•        all of the conditions to the consummation of the Merger described under the headings “— Conditions to the Completion of the Merger — Mutual Closing Conditions” and “— Conditions to the Completion of the Merger — Additional Parent Closing Conditions” have been and continue to be satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, each of which is capable of being satisfied at the time the Closing would have occurred but for the failure of the Financing to be funded and continues to be satisfied);

•        Parent and Merger Sub fail to consummate the Merger on the date required by the Merger Agreement; and

•        the Company has irrevocably confirmed in a written notice to Parent that if specific performance is granted and the Financing is funded, then it is ready, willing and able to take such actions that are required of it by the Merger Agreement to cause the Closing to occur (and the Company has not revoked, withdrawn, modified or conditioned such irrevocable confirmation), and Parent and Merger Sub fail to complete the Closing within three (3) Business Days after delivery of the Company’s irrevocable written confirmation.

The election to pursue an injunction, specific performance or other equitable relief shall not restrict, impair or otherwise limit the Company, on the one hand, or Parent, on the other hand, from, in the alternative, seeking to terminate the Merger Agreement and pursuing any other remedy available pursuant to the express terms and conditions of the Merger Agreement.

Notwithstanding the foregoing, to the extent any party brings a proceeding to enforce specifically the performance of the terms and provisions of the Merger Agreement (other than a proceeding to specifically enforce any provision that expressly survives termination of the Merger Agreement) when expressly available to such party pursuant to the terms of the Merger Agreement, the Merger Agreement shall not terminate until the later of (i) the twentieth (20th) Business Day following the resolution of such proceeding, or (ii) such other time period established by the court presiding over such proceeding. The Special Committee is an express third party beneficiary of the Merger Agreement with the right to seek damages against Parent on behalf of the holders of Shares and Company Equity Awards.

Amendment and Waiver

At any time prior to the Effective Time, any provision of the Merger Agreement may be amended or waived by the Company, Parent or Merger Sub only by action taken or authorized by or on behalf of such party’s board (or duly authorized committee thereof) and, in the case of the Company, by and with the approval of the Special Committee, but in all cases only if such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to the Merger Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective. However, without the further approval of the stockholders of the Company, no such amendment shall be made or given after obtaining the Company Stockholder Approval that requires the approval of the stockholders of the Company under the DGCL or in accordance with the rules and regulations of the Nasdaq unless the required further approval is obtained. Further, certain provisions of the Merger Agreement, and related definitions and provisions affecting the substance of those protections, may not be amended or waived if such amendment or waiver would be adverse to any Equity Financing Source without the prior written consent of the applicable Equity Financing Source.

Any failure of any of the parties to comply with any obligation, covenant, agreement or condition in the Merger Agreement may be waived at any time prior to the Effective Time by any of the parties entitled to the benefit thereof only by a written instrument signed by each such party granting such waiver and, in the case of the Company, by first obtaining the approval of the Special Committee.

Governing Law

The Merger Agreement is governed by the laws of the State of Delaware.

PROVISIONS FOR UNAFFILIATED STOCKHOLDERS

No provision has been made to grant the Company’s Unaffiliated Company Stockholders access to the corporate files of the Company, Parent, Merger Sub, Ultimate Parent or the Majority Stockholder, or to obtain counsel or appraisal services at the expense of any of the foregoing, other than as described in this proxy statement. The Special Committee and the Board believe that such provisions are not necessary to ensure that the interests of the Company’s unaffiliated stockholders are adequately protected because of the following:

Majority-of-the-Unaffiliated Company Stockholders Vote.    The Merger cannot be completed without the approval of a majority of the votes cast by the Unaffiliated Company Stockholders at the Special Meeting (the “Unaffiliated Stockholder Vote”). This voting requirement is in addition to the requirement that the holders of a majority of all outstanding Shares approve the Merger Agreement Proposal. For purposes of the Unaffiliated Stockholder Vote, “Unaffiliated Company Stockholders” excludes (i) the Majority Stockholder, (ii) the Supporting Stockholders and any affiliate thereof, (iii) any person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) under the Exchange Act, and (iv) any member of the Board who is not a member of the Special Committee. The majority-of-the-Unaffiliated Company Stockholders voting requirement ensures that the Merger cannot be completed without the affirmative support of stockholders who do not have a financial interest in the transaction beyond their ownership of Shares. See “The Special Meeting — Vote Required.”

Independent Special Committee.    Because the Majority Stockholder proposed to acquire all of the outstanding shares of the Company’s common stock not owned by him, the Board formed the Special Committee, consisting solely of independent and disinterested directors, to review, evaluate and negotiate the proposal and any resulting definitive agreement (which ultimately became the Merger Agreement and the transactions contemplated thereby, including the Merger), and other alternatives available to the Company. The Special Committee was delegated the full power and authority of the Board to, among other things, evaluate, solicit expressions of interest, negotiate, recommend and approve the terms of the proposed transaction, including the authority to establish the process and procedures for evaluation, determine whether any transaction was fair to and in the best interests of the Company and its stockholders (or any subset thereof, including the Unaffiliated Company Stockholders), and recommend action to the full Board. See “Special Factors — Background of the Merger.”

Independent Legal and Financial Advisors.    The Special Committee retained its own independent legal counsel, Paul Weiss, and its own independent financial advisor, Barclays, each of which reported exclusively to the Special Committee. Neither of these advisors had any prior material relationship with the Majority Stockholder, Parent or their affiliates that would impair their independence. See “Special Factors — Opinion of Barclays Capital Inc.”

Fairness Opinion.    Barclays delivered its opinion to the Special Committee orally, which was subsequently confirmed by delivery of a written opinion, dated September 18, 2026, to the effect that, as of the date of such opinion and based upon and subject to the qualifications, limitations and assumptions set forth therein, the Merger Consideration to be offered to the stockholders of the Company (other than holders of Excluded Shares) was fair to such stockholders from a financial point of view. The full text of the written opinion of Barclays is attached as Annex C to this proxy statement. See “Special Factors — Opinion of Barclays Capital Inc.”

Appraisal Rights.    Under Section 262 of the DGCL, record holders and beneficial owners of Shares who do not vote in favor of the Merger Agreement Proposal and who otherwise comply with all applicable statutory requirements will have the right to seek appraisal of the fair value of their Shares as determined by the Delaware Court of Chancery. This appraisal amount could be more than, the same as, or less than the Merger Consideration. See “The Special Meeting — Appraisal Rights.”

Comprehensive Disclosure.    This proxy statement, together with the Schedule 13E-3, provides the Company’s unaffiliated stockholders with detailed information concerning the Merger, the Merger Agreement, the background of the Merger, the deliberations and analysis of the Special Committee and the Board, the fairness opinion delivered by Barclays, and the interests of the Company’s directors and executive officers in the Merger, so that the Company’s unaffiliated stockholders can make an informed decision as to whether to vote in favor of the Merger Agreement Proposal.

In light of the foregoing protections, the Special Committee and the Board determined that no additional provisions for the Company’s unaffiliated stockholders were necessary or appropriate to ensure that the interests of such stockholders are adequately protected.

EFFECTS OF THE MERGER ON STOCKHOLDER RIGHTS

If the Merger is completed, the Company will become a wholly owned subsidiary of Parent and the Company’s stockholders (other than holders of Rollover Shares) will cease to have any ownership interest in the Company or rights as stockholders of the Company. As a result, the Company’s stockholders will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of the Company. Following the Merger, the Company’s stockholders will not have any interest in, and will not be stockholders of, the Surviving Corporation and therefore will not participate in its future earnings and growth, if any. Instead, each former holder of Shares (other than holders of Excluded Shares) will have only the right to receive the Merger Consideration of $8.05 per Share in cash, without interest and less any applicable withholding taxes.

Delisting and Deregistration

Following the completion of the Merger, the Shares will no longer be listed on the Nasdaq Global Select Market, and price quotations with respect to sales of Shares in the public market will no longer be available. In addition, registration of the Shares under the Exchange Act will be terminated upon application to the SEC. As a result, the Company will no longer be required to file annual, quarterly or current reports with the SEC, and the Company’s stockholders will no longer have the protections afforded by the reporting, proxy statement and short-swing profit disgorgement requirements of the Exchange Act.

Certificate of Incorporation and Bylaws

At the Effective Time, the certificate of incorporation of the Company will be amended and restated in its entirety as set forth on Annex B to the proxy statement, and as so amended and restated, will be the certificate of incorporation of the Surviving Corporation. At the Effective Time, the amended and restated bylaws of the Company will be further amended and restated to be in the form of the amended and restated bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that all references therein to Merger Sub will be amended to become references to the Surviving Corporation and for any changes necessary to comply with the indemnification provisions described below), and as so further amended and restated, will be the bylaws of the Surviving Corporation. See “The Merger Agreement — Organizational Documents, Directors and Officers of the Surviving Corporation.”

Directors and Officers

At the Effective Time, (a) the directors of Merger Sub immediately prior to the Effective Time will become and constitute the only directors of the Surviving Corporation and (b) the officers of the Company immediately prior to the Effective Time will constitute the only officers of the Surviving Corporation, in each case until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the organizational documents of the Surviving Corporation. See “Other Important Information Regarding the Purchaser Filing Parties — Information Regarding Directors and Executive Officers of the Surviving or Acquiring Company.”

Equity Compensation Awards

At the Effective Time, all outstanding Company Options, Company RSUs and Company PSUs will be fully vested (with Company PSUs vesting at target level of performance achievement), canceled and converted into cash payments based on the Merger Consideration, as described in greater detail in “The Merger Agreement — Treatment of Equity Compensation Awards.” The Company ESPP will terminate immediately prior to the Effective Time. Following the Merger, no equity-based compensation awards with respect to the Shares will remain outstanding.

Appraisal Rights

Record holders or beneficial owners of Shares who do not vote in favor of the Merger Agreement Proposal and who otherwise comply with all applicable requirements of Section 262 of the DGCL will be entitled to seek appraisal of the fair value of their Shares as determined by the Delaware Court of Chancery. This appraisal amount could be more than, the same as, or less than the Merger Consideration. See “The Special Meeting — Appraisal Rights.”

Indemnification and Insurance

For a period of six years from the Effective Time, Parent will cause the Surviving Corporation to indemnify all past, present and future (through the Effective Time) directors, officers, employees, members, trustees and fiduciaries of the Company and the Company Subsidiaries to the fullest extent permitted by applicable law. The Surviving Corporation’s organizational documents will contain indemnification, advancement of expenses and exculpation provisions no less favorable than those in the Company’s organizational documents as in effect on the date of the Merger Agreement for the same six-year period. The Company may, on or prior to the Effective Time, purchase a six-year tail policy with respect to the current D&O and fiduciary insurance policies, with total premiums not exceeding 300% of the last annual premiums paid prior to the date of the Merger Agreement. See “The Merger Agreement — Indemnification; Directors’ and Officers’ Insurance.”

Interests of the Majority Stockholder in the Surviving Corporation

Following the completion of the Merger, the Majority Stockholder, together with the other Supporting Stockholders and the Equity Financing Source, will, through Ultimate Parent, indirectly hold the entire equity interest in the Surviving Corporation. As a result, the Majority Stockholder, the other Supporting Stockholders and the Equity Financing Source will be the sole indirect beneficiaries of any future earnings and growth of the Surviving Corporation, and will bear the risk of any future decrease in the value of the Surviving Corporation. The Unaffiliated Company Stockholders will have no continuing interest in the Surviving Corporation.

Summary

The following table summarizes the principal effects of the Merger on the rights of the Company’s stockholders:

PARTIES TO THE MERGER

The Company

Priority Technology Holdings, Inc.

2001 Westside Parkway, Suite 155

Alpharetta, GA 30004

Attention: Investor Relations

Telephone: (800) 935-5961

The Company was founded in 2005 and is headquartered in Alpharetta, Georgia, operating as a publicly traded fintech under the ticker PRTH on Nasdaq. The Company operates as a payment technology company in the United States through three segments: Small and Medium-Sized Businesses (SMB) Payments, Business-To-Business (B2B) Payments, and Enterprise Payments. The Company provides integrated payments and banking solutions to businesses, independent software vendors and financial institutions. Its platform is designed to facilitate the movement of money across digital and traditional channels. Its solutions combine payment processing, embedded banking and treasury services, accounts payable automation, and merchant services into one platform to accelerate cash flow, optimize working capital, and support growth. The Company’s common stock, par value $0.001 per share, is listed on the Nasdaq Global Select Market under the symbol “PRTH.” The Company’s principal executive office is located at 2001 Westside Parkway, Suite 155, Alpharetta, Georgia 30004, and the telephone number of our principal executive office is (800) 935-5961.

For more information about the Company, see the section entitled “Where You Can Find Additional Information.”

Parent

WD Capital Partners Parent Inc.

2001 Westside Parkway, Suite 155

Alpharetta, GA 30004

Attention: Thomas Priore

Telephone: (800) 935-5961

Parent.    WD Capital Partners Parent Inc. is a Delaware corporation formed on May 6, 2026, solely for the purpose of completing the proposed Merger and has conducted no business activities other than those related to the structuring and negotiation of the Merger and arranging financing therefor. Parent is a direct, wholly owned subsidiary of Ultimate Parent and has not engaged in any business except as contemplated by the Merger Agreement. The Majority Stockholder controls Ultimate Parent and, indirectly, Parent. The principal office address of Parent is 2001 Westside Parkway, Suite 155, Alpharetta, GA 30004, Attention: Thomas Priore. The telephone number at the principal office is (800) 935-5961.

Merger Sub

WD Capital Partners Merger Sub Inc.

2001 Westside Parkway, Suite 155

Alpharetta, GA 30004

Attention: Thomas Priore

Telephone: (800) 935-5961

Merger Sub.    WD Capital Partners Merger Sub Inc. is a Delaware corporation formed on May 6, 2026, solely for the purpose of completing the proposed Merger and has conducted no business activities other than those related to the structuring and negotiation of the Merger and arranging financing therefor. Merger Sub is a direct, wholly owned subsidiary of Parent and has not engaged in any business except as contemplated by the Merger Agreement. At the Effective Time, Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent, and the separate existence of Merger Sub will cease. The principal office address of Merger Sub is 2001 Westside Parkway, Suite 155, Alpharetta, GA 30004, Attention: Thomas Priore. The telephone number at the principal office is (800) 935-5961.

THE SPECIAL MEETING

Date, Time and Place

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting to be held on [•], starting at [•] [a.m./p.m.], Eastern Time, or at any postponement or adjournment thereof, virtually at [•].

Purpose of the Special Meeting

At the Special Meeting, holders of Shares entitled to vote at the Special Meeting will be asked to approve:

•        the Merger Agreement Proposal;

•        the Golden Parachute Proposal; and

•        the Adjournment Proposal.

Our stockholders must approve the Merger Agreement Proposal in order for the Merger to occur. If our stockholders fail to approve the Merger Agreement Proposal, the Merger will not occur. Approval of the Golden Parachute Proposal and approval of the Adjournment Proposal are not conditions to completion of the Merger. A copy of the Merger Agreement is attached as Annex A to this proxy statement and is incorporated by reference in this proxy statement in its entirety. We encourage you to read the Merger Agreement carefully in its entirety.

The votes on the Golden Parachute Proposal and the Adjournment Proposal are each separate and apart from the Merger Agreement Proposal. Accordingly, a stockholder may vote in favor of the Golden Parachute Proposal and/or the Adjournment Proposal and vote not to approve the Merger Agreement Proposal (and vice versa).

Recommendation of the Board

The Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself in view of Mr. Priore’s interest and Mr. Crisafulli’s possible interest in the Merger) acting upon the unanimous recommendation of the Special Committee recommends that you vote:

•        “FOR” the Merger Agreement Proposal;

•        “FOR” the Golden Parachute Proposal; and

•        “FOR” the Adjournment Proposal.

You should read “Special Factors — Reasons for the Merger; Recommendation of the Board and the Special Committee” for a discussion of the factors that the Special Committee and the Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself in view of Mr. Priore’s interest and Mr. Crisafulli’s possible interest in the Merger) considered in deciding to recommend the approval of the Merger Agreement. See also “Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger.”

Record Date and Quorum

We have fixed [•], 2026 as the Record Date for the Special Meeting, and only record holders of Shares as of the close of business on the Record Date are entitled to notice of, and to attend and vote at, the Special Meeting or any adjournment or postponement thereof. You are entitled to receive notice of, and to attend and vote at, the Special Meeting if you are a record holder of the Shares at the close of business on the Record Date.

Each holder of Shares is entitled to one vote for each Share held of record on the Record Date on each matter properly brought before the Special Meeting. As of the Record Date, there were [•] Shares outstanding and entitled to vote at the Special Meeting.

The representation of the holders of a majority of the outstanding Shares as of the Record Date must be present, in person, by means of remote communication, or represented by proxy, at the Special Meeting in order to constitute a quorum for the purposes of holding the Special Meeting and conducting business.

The Shares entitled to vote at and represented at the Special Meeting, that are not voted, including the Shares for which a stockholder directs an abstention from voting, if any, will be counted for purposes of establishing a quorum. A quorum is necessary to transact business at the Special Meeting. Once a Share entitled to vote at the Special Meeting is represented at the Special Meeting, it will be counted for the purpose of determining a quorum at the Special Meeting and any adjournment of the Special Meeting. However, if a new record date is set for the adjourned Special Meeting, a new quorum will have to be established. In the event that a quorum is not present at the Special Meeting, the person presiding over the Special Meeting (or the stockholders present, if the presiding person so directs) may adjourn the Special Meeting to another time and/or place until a quorum is present, without notice other than announcement at the Special Meeting.

Vote Required

Merger Agreement Proposal

The approval of the Merger Agreement Proposal requires the affirmative vote of (i) the holders of a majority of the outstanding Shares entitled to vote thereon, voting as a single class and (ii) the holders of a majority of the votes cast by the Unaffiliated Company Stockholders at the Special Meeting. For purposes of the Unaffiliated Stockholder Vote, “Unaffiliated Company Stockholders” means holders of Shares other than (i) the Majority Stockholder, (ii) the Supporting Stockholders and any affiliate thereof, (iii) any person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) under the Exchange Act, and (iv) any member of the Board who is not a member of the Special Committee. Both voting requirements must be satisfied for the Merger Agreement Proposal to be approved. For the Merger Agreement Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

Golden Parachute Proposal

The approval of the Golden Parachute Proposal requires the affirmative vote of a majority of the votes cast on such proposal at the Special Meeting. The approval of the Golden Parachute Proposal is not a condition to the completion of the Merger. The vote on the Golden Parachute Proposal is a separate vote from the vote to approve the Merger Agreement Proposal, and you may vote to approve one proposal and not the other. For the Golden Parachute Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

Adjournment Proposal

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on such proposal at the Special Meeting, whether or not a quorum is present. For the Adjournment Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

Voting Intentions of the Company’s Directors and Executive Officers

Our executive officers and members of the Board who are not members of the Special Committee have informed us that, as of the date of this proxy statement, they intend to vote all of the Shares owned directly by them “FOR” the Merger Agreement Proposal, “FOR” the Golden Parachute Proposal and “FOR” the Adjournment Proposal.

As of [•], 2026, the Record Date for the Special Meeting, our directors and executive officers (other than the Majority Stockholder) directly owned, in the aggregate, [•] Shares entitled to vote at the Special Meeting, or collectively approximately [•]% of the outstanding Shares entitled to vote at the Special Meeting. For purposes of clarity, the Shares directly owned by the directors and executive officers (other than Shares owned by the Majority Stockholder) will be (i) included in determining whether the Merger Agreement Proposal has been approved by the Overall Majority Vote, but (ii) to the extent owned by any person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) under the Exchange Act or any director who is not a member of the Special Committee, excluded from determining whether the Merger Agreement Proposal has been approved by the Unaffiliated Stockholder Vote. Shares owned by Mr. Priore (the Majority Stockholder), the other Supporting Stockholders and their respective affiliates will be included in determining whether the Merger Agreement Proposal has been approved by the Overall Majority Vote, but excluded from the Unaffiliated Stockholder Vote.

The Supporting Stockholders, who hold approximately 61.4% of the outstanding Shares, have duly executed and entered into a Support Agreement, pursuant to which they have agreed to vote their Shares in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, subject to and in accordance with the terms and conditions of the Support Agreement. A copy of the Support Agreement is attached as Annex D to this proxy statement and is incorporated by reference in this proxy statement in its entirety.

As of the date of the filing of this proxy statement, none of Parent, Merger Sub or Ultimate Parent owns any Shares directly. As of October 23, 2026, the Majority Stockholder beneficially owned approximately 56.4% of the outstanding Shares.

Voting

Stockholders of Record

If your Shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are considered, with respect to those Shares, the stockholder of record or record holder. This proxy statement and proxy card have been sent directly to you by the Company. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the Special Meeting (which, because the Special Meeting is being held by means of remote communication, means voting electronically during the Special Meeting).

If you do not attend the Special Meeting and fail to vote, either in person, by means of remote communication, or by proxy, your Shares will not be voted at the Special Meeting, and will not be counted for purposes of determining whether a quorum exists.

Additionally, if you do not attend the Special Meeting and fail to vote, either in person, by means of remote communication, or by proxy, your failure to vote will (a) have the effect of counting “AGAINST” the Merger Agreement Proposal with respect to the Overall Majority Vote, (b) have no effect on the Merger Agreement Proposal with respect to the Unaffiliated Stockholder Vote, because a failure to vote is not counted as a vote cast, (c) have no effect on the Golden Parachute Proposal, and (d) have no effect on the Adjournment Proposal.

Beneficial Owners

If your Shares are held through a broker, bank or other nominee, you are considered the beneficial owner of those Shares held in “street name.” In that case, this proxy statement has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those Shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your Shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote these Shares in person, by means of remote communication, at the Special Meeting unless you submit a legal proxy from your broker, bank or other nominee.

Your broker, bank or other nominee will only be permitted to vote your Shares if you instruct your broker, bank or other nominee as to how to vote. You should follow the instructions provided by your broker, bank or other nominee regarding the voting of your Shares. Under applicable stock exchange rules, absent your instructions, a broker, bank or other nominee does not have discretionary authority to vote on “non-routine” matters and all of the matters to be considered at the Special Meeting are, under such rules, “non-routine.” As a result, absent specific instructions from the beneficial owner of such Shares, your broker, bank or other nominee is not empowered to vote such Shares.

If you instruct your broker, bank or other nominee how to vote on at least one, but not all of the proposals to be considered at the Special Meeting, your Shares will be voted according to your instructions on those proposals for which you have provided instructions and will be counted as present for purposes of determining whether a quorum is present at the Special Meeting. In this scenario, a “broker non-vote” will occur with respect to each proposal for which you did not provide voting instructions to your broker, bank or other nominee.

A failure to provide instructions with respect to any of the proposals and a broker non-vote will (a) have the effect of a vote “AGAINST” the Merger Agreement Proposal with respect to the Overall Majority Vote, (b) have no effect on the Merger Agreement Proposal with respect to the Unaffiliated Stockholder Vote, because a broker non-vote is not counted as a vote cast, (c) have no effect on the Golden Parachute Proposal, and (d) have no effect on the Adjournment Proposal.

Abstentions

With respect to the Merger Agreement Proposal, an abstention will have the same effect as a vote cast “AGAINST” the Overall Majority Vote, but will have no effect on the Unaffiliated Stockholder Vote, because abstentions are not counted as votes cast.

With respect to the Golden Parachute Proposal, an abstention will have no effect because abstentions are not counted as votes cast.

With respect to the Adjournment Proposal, an abstention will have no effect because abstentions are not counted as votes cast.

Abstentions will count for the purpose of determining if a quorum is present at the Special Meeting.

How to Vote

Your vote is important. You may vote via the Internet, by telephone, by mail or by attending the Special Meeting and voting in person, all as described below. The control number located on your proxy card is designed to verify your identity and allow you to submit a proxy for your Shares, and to confirm that your voting instructions have been properly recorded when submitting a proxy over the Internet or by telephone. If you are a stockholder of record, telephone and Internet voting facilities are available now and will be available 24 hours a day until 11:59 p.m., Eastern Time, on [•], 2026. If you are the beneficial owner of Shares held in “street name,” your broker, bank or other nominee will provide instructions as to whether you may submit your voting instructions via the Internet or by telephone and any applicable deadlines.

Vote on the Internet.    If you are a stockholder of record, you may submit your proxy via the Internet by following the instructions set forth on the enclosed proxy card. If, as of the Record Date, you are the beneficial owner of Shares held in “street name” by your broker, bank or other nominee, you will need to go to the website provided on the enclosed voting instruction form. Have your proxy card or voting instruction form in hand when you access the voting website. On the Internet voting site, you can confirm that your instructions have been properly recorded.

Vote by Telephone.    If you are a stockholder of record, you can also vote by following the instructions set forth on your enclosed proxy card. If, as of the Record Date, you are the beneficial owner of Shares held in “street name” by your broker, bank or other nominee, you can vote by telephone by dialing the number specified on your enclosed voting instruction form. Voice prompts will allow you to vote your Shares and confirm that your instructions have been properly recorded. Have your proxy card or voting instruction form in hand when you call.

Vote by Mail.    If you are a stockholder of record or if, as of the Record Date, you are the beneficial owner of Shares held in “street name” by your broker, bank or other nominee, you may choose to vote by mail, by marking your enclosed proxy card or voting instruction form, dating and signing it, and returning it in the accompanying prepaid reply envelope. If the envelope is missing and you are a stockholder of record, please mail your completed proxy card to [•]. If the envelope is missing and you are the beneficial owner of Shares held in “street name” by your broker, bank or other nominee, please mail your completed voting instruction form to the address specified therein. Please allow sufficient time for mailing if you decide to vote by mail.

Voting at the Special Meeting.    If you are a stockholder of record you may vote in person by attending the Special Meeting and electronically casting your vote. The method or timing of your vote by proxy will not limit your right to vote at the Special Meeting if you attend the Special Meeting and vote virtually. If, as of the Record Date, you are the beneficial owner of Shares held in “street name” by your broker, bank or other nominee, and you wish to vote in person, by means of remote communication, at the Special Meeting, you will need to provide proof of ownership, such as a recent account statement or letter from your broker, bank or other nominee, along with

proper identification. Please note that if you are a beneficial owner and wish to vote in person, by means of remote communication, at the Special Meeting, you must have a legal proxy from your broker, bank or other nominee naming you as the proxy. You should allow yourself enough time prior to the Special Meeting to obtain this proxy from the holder of record.

The Shares voted electronically, telephonically, or represented by the proxy cards received, properly marked, dated, signed and not revoked, will be voted at the Special Meeting.

If, as of the Record Date, you are the beneficial owner of Shares held in “street name” by your broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee that you must follow in order to have your Shares voted. Those instructions will identify which of the above choices are available to you in order to have your Shares voted.

The control number located on your proxy card is designed to verify your identity and allow you to submit a proxy for your Shares, and to confirm that your voting instructions have been properly recorded when submitting a proxy over the Internet or by telephone.

Please refer to the instructions on your proxy card or voting instruction form to determine the deadlines for submitting a proxy over the Internet or by telephone. If you choose to submit your proxy by mailing a proxy card, your proxy card must be received by our Corporate Secretary by the time the Special Meeting begins.

If you vote by proxy, regardless of the method you choose to submit a proxy, the individuals named on the enclosed proxy card, or either of them, each with full power of substitution and full power to act alone, will vote your Shares in the way that you indicate. When completing the Internet or telephone proxy processes or the proxy card, you may specify whether your Shares should be voted “FOR” or “AGAINST,” or to “ABSTAIN” from voting on, all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes indicating how your Shares should be voted on a particular matter, the Shares represented by your properly signed proxy will be voted “FOR” such matter (i.e., “FOR” the Merger Agreement Proposal, “FOR” the Golden Parachute Proposal or “FOR” the Adjournment Proposal, as applicable).

If you have any questions or need assistance voting your Shares, please call Innisfree, our proxy solicitor, toll-free at (866) 239-1763.

IT IS IMPORTANT THAT YOU SUBMIT A PROXY FOR YOUR SHARES PROMPTLY. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, AS PROMPTLY AS POSSIBLE, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY OVER THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD. STOCKHOLDERS WHO ATTEND THE SPECIAL MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON.

Proxies and Revocation

Any stockholder of record entitled to vote at the Special Meeting may submit a proxy over the Internet, by telephone or by returning the enclosed proxy card in the accompanying prepaid reply envelope, or may vote in person by attending the Special Meeting and electronically casting your vote. If, as of the Record Date, you are the beneficial owner of Shares held in “street name” by your broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote your Shares using the instructions provided by your broker, bank or other nominee. If you fail to submit a proxy or to vote in person at the Special Meeting, or you do not provide your broker, bank or other nominee with instructions, as applicable, your Shares will not be voted at the Special Meeting, which will have the same effect as a vote cast “AGAINST” the Merger Agreement Proposal with respect to the Overall Majority Vote, but will have no effect on the Merger Agreement Proposal with respect to the Unaffiliated Stockholder Vote (because a failure to vote is not counted as a vote cast), will not have any effect on the Golden Parachute Proposal and will not have any effect on the Adjournment Proposal.

You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by (1) submitting another proxy, including a proxy card, at a later date by telephone or on the Internet or by timely delivery of a validly executed, later-dated proxy, (2) giving written notice of revocation to our Corporate Secretary, which must be filed with our Corporate Secretary before the Special Meeting begins, or (3) attending the Special Meeting and voting in person. If, as of the Record Date, you are the beneficial owner of Shares held in “street name” by your broker, bank or other nominee, please refer to the information forwarded by your broker, bank or other nominee for procedures on revoking your proxy.

Only your last submitted proxy will be considered. Please cast your vote “FOR” each of the proposals, following the instructions in your proxy card or voting instruction form provided by your broker, bank or other nominee, as promptly as possible.

Adjournments and Postponements

Any adjournment of the Special Meeting may be made from time to time by the person presiding at the Special Meeting or by the affirmative vote of a majority of the votes cast by stockholders present or represented by proxy at the Special Meeting and entitled to vote thereon, whether or not a quorum is present, without further notice other than by an announcement made at the Special Meeting. If a quorum is not present at the Special Meeting, or if a quorum is present at the Special Meeting but there are not sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal, then our stockholders may be asked to vote on a proposal to approve one or more adjournments of the Special Meeting, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement Proposal (as further described in “Adjournment of the Special Meeting (The Adjournment Proposal — Proposal 3) — The Proposal”). Any adjournment of the Special Meeting for the purpose of soliciting additional proxies with respect to any such proposal will allow our stockholders who have already sent in their proxies to revoke them at any time with respect to such proposal prior to their use at the reconvened Special Meeting.

Anticipated Date of Completion of the Merger

We are working to complete the Merger as promptly as practicable. Assuming timely satisfaction of necessary closing conditions, we anticipate that the Merger will be completed in the first half of 2027. If our stockholders vote to approve the Merger Agreement Proposal, the Merger will become effective as promptly as practicable following the satisfaction or waiver of the other conditions to the Merger as set forth in the Merger Agreement, and in any event, at the Effective Time.

Appraisal Rights

If the Merger is consummated, stockholders and beneficial owners who continuously hold (or beneficially own, as the case may be) Shares from the date of making the demand described below through the Effective Time, who do not vote such Shares in favor of the adoption of the Merger Agreement and who properly demand appraisal of such Shares and who do not effectively withdraw their demands or otherwise lose their rights of appraisal will be entitled to seek appraisal of such Shares in connection with the Merger under Section 262 of the DGCL (“Section 262”). The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Annex E and is incorporated by reference in this proxy statement in its entirety. The following summary does not constitute any legal or other advice and does not constitute a recommendation that stockholders or beneficial owners exercise their appraisal rights under Section 262. All references in Section 262 and in this summary to a “stockholder” are to the record holder of Shares, all references in Section 262 and in this summary to “beneficial owner” mean a person who is the beneficial owner of Shares held either in a voting trust or by a nominee on behalf of such person, and all references in Section 262 and in this summary to the word “person” mean any individual, corporation, partnership, unincorporated association or other entity, in each case unless otherwise expressly noted therein or herein. If you hold your Shares through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with such broker, bank or other nominee.

Under Section 262, if the Merger is completed, holders of record and beneficial owners of Shares who: (i) submit a written demand for appraisal to the Company before the vote is taken on the proposal to adopt the Merger Agreement; (ii) do not vote, or submit a proxy voting, the Shares for which such holders seek appraisal

in favor of the proposal to adopt the Merger Agreement; (iii) continue to hold of record (or own beneficially, as the case may be) such Shares on and from the date of the making of the demand through the Effective Time; and (iv) comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL may be entitled to have such Shares appraised by the Delaware Court of Chancery and to receive, in lieu of the per Share Merger Consideration, payment in cash of the “fair value” of such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the Delaware Court of Chancery. However, because the Shares will be listed on a national securities exchange immediately prior to the consummation of the Merger, after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all holders (or beneficial owners) of Shares who have asserted appraisal rights with respect to such Shares unless (a) the total number of Shares for which appraisal rights have been pursued and perfected exceeds 1% of the outstanding Shares eligible for appraisal; or (b) the value of the aggregate per Share Merger Consideration in respect of the Shares for which appraisal rights have been pursued and perfected exceeds $1 million (conditions (a) and (b) referred to as the “ownership thresholds”). Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the Effective Time through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may voluntarily pay to each stockholder entitled to appraisal an amount in cash pursuant to subsection (h) of Section 262, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the Shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary cash payment, unless paid at such time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than twenty (20) days prior to the meeting, must notify each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes the Company’s notice to stockholders and beneficial owners that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached to this proxy statement as Annex E, in compliance with the requirements of Section 262. In connection with the Merger, any holder (or beneficial owner) of Shares who wishes to exercise appraisal rights, or who wishes to preserve such holder’s (or beneficial owner’s) right to do so, should review Annex E carefully. Failure to comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A stockholder (or beneficial owner) who loses his, her, its or their appraisal rights will be entitled to receive the per Share Merger Consideration described in the Merger Agreement, without interest thereon. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of any Shares, the Company believes that if a stockholder (or beneficial owner) considers exercising such rights, that stockholder (or beneficial owner) should seek the advice of legal counsel. To the extent there are any inconsistencies between the summary of Section 262 contained herein and Section 262, Section 262 will govern.

Stockholders and beneficial owners wishing to exercise the right to seek an appraisal of their Shares must do ALL of the following:

•        NOT vote, in person, by means of remote communication, or by proxy, the Shares for which appraisal is sought in favor of the proposal to adopt the Merger Agreement;

•        deliver to the Company a written demand for appraisal of such Shares before the vote on the Merger Agreement at the Special Meeting, which written demand, in the case of a stockholder of record, must reasonably inform the Company of the identity of the stockholder who intends to demand appraisal of his, her, its or their Shares and that such stockholder intends thereby to demand appraisal of such Shares;

•        continuously hold (or beneficially own, as the case may be) such Shares on and from the date of making the demand through the Effective Time (a person demanding appraisal will lose appraisal rights if, in the case of a record holder they transfer, or in the case of a beneficial owner they cease to beneficially own, such Shares before the Effective Time and after delivering a written demand for appraisal); and

•        otherwise comply with the applicable procedures and requirements set forth in Section 262.

In addition, a petition for appraisal rights must be filed in the Delaware Court of Chancery requesting a determination of the fair value of such Shares within 120 days after the Effective Time. This may be undertaken by any stockholder (or any person who is the beneficial owner of Shares held either in a voting trust or by a broker, bank or other nominee on behalf of such person) who has complied with the foregoing requirements and who is otherwise entitled to appraisal rights or by the Surviving Corporation. The Surviving Corporation is under no obligation to file any petition and has no intention of doing so.

In addition, because the Shares will be listed on a national securities exchange immediately prior to the Merger, one of the ownership thresholds must be met or the appraisal proceedings with respect to any Shares for which appraisal is sought will be dismissed.

Because a proxy that is submitted and does not contain voting instructions will, unless properly revoked, be voted in favor of the adoption of the Merger Agreement, a stockholder or beneficial owner who votes by proxy and who wishes to exercise appraisal rights must vote against the adoption of the Merger Agreement or abstain from voting.

Written Demand

Any holder (or beneficial owner) of Shares wishing to exercise appraisal rights must deliver to the Company, before the vote on the adoption of the Merger Agreement at the Special Meeting at which the proposal to adopt the Merger Agreement will be submitted to stockholders, a written demand for the appraisal of such person’s Shares, and that person must not vote such Shares or submit a proxy for such Shares in favor of the adoption of the Merger Agreement that is not revoked. A holder (or beneficial owner) of Shares exercising appraisal rights must hold of record (or beneficially own, as the case may be) the Shares on the date the written demand for appraisal is made and must continue to hold of record (or beneficially own, as the case may be) the Shares through the Effective Time. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, and it will constitute a waiver of the person’s right of appraisal and will nullify any previously delivered written demand for appraisal with respect to such Shares.

Therefore, a stockholder or beneficial owner who submits a proxy and who wishes to exercise appraisal rights for such stockholder’s or beneficial owner’s Shares must submit a proxy containing instructions to vote against the adoption of the Merger Agreement or abstain from voting, with respect to such Shares. Neither voting against the adoption of the Merger Agreement nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote against the adoption of the Merger Agreement. A stockholder’s or beneficial owner’s failure to make the written demand prior to the taking of the vote on the adoption of the Merger Agreement at the Special Meeting will constitute a waiver of appraisal rights.

In the case of a written demand for appraisal made by a stockholder of record, the demand must reasonably inform the Company of the identity of the stockholder and that the stockholder intends thereby to demand an appraisal of such stockholder’s Shares. In the case of a written demand for appraisal made by a beneficial owner, the demand must reasonably identify the record holder of the Shares for which the demand is made, be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of such Shares and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the Surviving Corporation and to be set forth on the verified list (as discussed below).

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to the Company at 2001 Westside Parkway, Suite 155, Alpharetta, Georgia 30004, and may not be submitted by electronic submission. Such written demand must be delivered to and received by the Company before the vote on the adoption of the Merger Agreement at the Special Meeting.

Any holder (or beneficial owner) of Shares who has delivered a written demand to the Company and who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her, its or their demand for appraisal and accept the consideration offered pursuant to the Merger Agreement by delivering to the Company, as the Surviving Corporation, a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than sixty (60) days after the Effective Time will require

written approval of the Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including without limitation, a reservation of jurisdiction for any application to the Delaware Court of Chancery made under subsection (j) of Section 262 relating to expenses incurred in connection with an appraisal proceeding; provided, however, that this shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the per Share Merger Consideration, without interest thereon, less any applicable withholding taxes, within sixty (60) days after the Effective Time. If an appraisal proceeding is commenced and the Company, as the Surviving Corporation, does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any person who withdraws such person’s demand in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a person, the person will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the per Share Merger Consideration being offered pursuant to the Merger Agreement.

Notice by the Surviving Corporation

If the Merger is completed, within ten (10) days after the Effective Time, the Surviving Corporation will notify each holder (and beneficial owner) of Shares who has properly made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the adoption of the Merger Agreement, that the Merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the Effective Time, the Surviving Corporation or any holder of Shares who has complied with Section 262 and is otherwise entitled to seek appraisal under Section 262 (including for this purpose any beneficial owner of the relevant Shares) may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder (or beneficial owner), demanding a determination of the fair value of the Shares held by all dissenting stockholders and beneficial owners entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and stockholders and beneficial owners should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the Shares. Accordingly, any holders (or beneficial owners) of Shares who desire to have their Shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their Shares within the time and in the manner prescribed in Section 262. If no such petition is filed by the Surviving Corporation or a holder (or beneficial owner) of Shares who has demanded appraisal (or a beneficial owner of such Shares) within the period specified in Section 262, appraisal rights will be lost as to all stockholders’ and beneficial owners’ previous written demand for appraisal.

Within 120 days after the Effective Time, any holder (or beneficial owner) of Shares who has complied with the requirements of Section 262 and who is otherwise entitled to appraisal rights thereunder will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of Shares not voted in favor of the adoption of the Merger Agreement and with respect to which the Company has received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such Shares (provided that where a beneficial owner makes a demand for appraisal directly, the record holder of such Shares shall not be considered a separate stockholder holding such Shares for purposes of this aggregate number). The Surviving Corporation must provide this statement to the requesting stockholder or beneficial owner within ten (10) days after receipt by the Surviving Corporation of the written request for such a statement or within ten (10) days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by a holder (or beneficial owner) of Shares and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within twenty (20) days after such service to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all persons who have demanded appraisal for their Shares and with whom agreements as to the value of their Shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to the Surviving Corporation and all of the persons shown on the verified list described above at the addresses stated therein. The costs of these notices are borne by the Surviving Corporation.

After notice is provided to the applicable persons as required by the Delaware Court of Chancery, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal for their Shares and who hold stock represented by stock certificates to submit their stock certificates (if any) to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings and, if any person fails to comply with the direction, the Delaware Court of Chancery may dismiss that person from the proceedings. The Delaware Court of Chancery will dismiss appraisal proceedings as to all Shares for which appraisal rights have been asserted if neither of the ownership thresholds is met.

Determination of Fair Value

After determining the holders (and beneficial owners) of Shares entitled to appraisal and that at least one of the ownership thresholds described above has been satisfied as to any holders (or beneficial owners) of Shares seeking appraisal rights, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may pay to each stockholder and beneficial owner entitled to appraisal an amount in cash, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the Shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary payment, unless paid at such time.

In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “[e]lements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Stockholders and beneficial owners considering seeking appraisal should be aware that the fair value of their Shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their Shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262. No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders and beneficial owners should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the per Share Merger Consideration. Neither the Company nor Parent anticipates offering more than the per Share Merger Consideration to any person exercising appraisal rights, and each of the Company and Parent reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a Share is less than the per Share Merger Consideration. If a petition for appraisal is not timely filed then the right to an appraisal will cease. If neither of the ownership thresholds described above has been satisfied with respect to the Shares for which appraisal is sought, then the right to an appraisal will cease with respect to such

Shares. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and charged upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder or beneficial owner whose name appears on the verified list referred to above, and who participated in the proceedings and incurred expenses in connection therewith, the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the Shares entitled to an appraisal not dismissed pursuant to subsection (k) of Section 262 or subject to such an award pursuant to a reservation of jurisdiction under subsection (k) of Section 262. In the absence of such determination or assessment, each party bears its own expenses.

If any person who demands appraisal of his, her, its or their Shares under Section 262 fails to perfect, or effectively loses or withdraws, such person’s right to appraisal, the person’s Shares will be deemed to have been converted at the Effective Time into the right to receive the per Share Merger Consideration, without interest thereon, less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement. A person will fail to perfect, or effectively lose or withdraw, the person’s right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time or if the person delivers to the Surviving Corporation an effective written withdrawal of the person’s demand for appraisal and an acceptance of the per Share Merger Consideration, either within sixty (60) days after the Effective Time with respect to any person who has not commenced an appraisal proceeding or joined that proceeding as a named party or thereafter with the written approval of the Surviving Corporation, in accordance with Section 262. In addition, a holder (or beneficial owner) of Shares will fail to perfect, or effectively lose or withdraw, such person’s right to appraisal with respect to such Shares if neither of the ownership thresholds described above has been satisfied with respect to the Shares for which appraisal is sought.

From and after the Effective Time, no person who has demanded appraisal rights will be entitled to vote such Shares for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the person’s Shares, if any, with a record date as of a time prior to the Effective Time. If no petition for an appraisal is filed, or if the person delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal and an acceptance of the Merger, either within sixty (60) days after the Effective Time or thereafter with the written approval of the Surviving Corporation, then the right of such person to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the court deems just, including without limitation, a reservation of jurisdiction for any application to the Delaware Court of Chancery made under subsection (j) of Section 262 relating to expenses incurred in connection with an appraisal proceeding; provided, however, that the foregoing shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the Merger within sixty (60) days after the Effective Time. In addition, a holder (or beneficial owner) of Shares will fail to perfect, or effectively lose or withdraw, the person’s right to appraisal with respect to such Shares if neither of the ownership thresholds described above has been satisfied with respect to the Shares for which appraisal is sought.

Failure to comply with all of the procedures set forth in Section 262 may result in the loss of a person’s statutory appraisal rights. Consequently, any person wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Solicitation of Proxies; Payment of Solicitation Expenses

The Company has engaged Innisfree to assist in the solicitation of proxies for the Special Meeting. The Company has agreed to pay Innisfree a fee of approximately $60,000, and to reimburse Innisfree for certain out-of-pocket fees, charges and expenses. The Company will indemnify Innisfree and its affiliates against certain claims, liabilities, losses, damages and expenses. The Company also will reimburse brokers, banks, other nominees, custodians and fiduciaries representing beneficial owners of the Shares for their expenses in forwarding soliciting materials to beneficial owners of our Shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, over the Internet or in person. Our directors, officers and employees will not be paid any additional amounts for soliciting proxies.

Questions and Additional Information

If you have additional questions about the Special Meeting, the Merger, or this proxy statement, need assistance in submitting your proxy or voting your Shares, or need additional copies of the proxy statement or the enclosed proxy card or voting instructions, please contact the Company’s proxy solicitor in connection with the Special Meeting:

Innisfree M&A Incorporated, 500 Fifth Avenue, 21st Floor, New York, New York 10110; Shareholders may call toll free: (866) 239-1763; Banks and Brokers may call collect: (212) 750-5833

THE MERGER (THE MERGER AGREEMENT PROPOSAL — PROPOSAL 1)

The Proposal

The Company is asking you to approve the Merger Agreement Proposal. A copy of the Merger Agreement is attached as Annex A to this proxy statement and is incorporated by reference in this proxy statement in its entirety.

General

On September 18, 2026, the Company entered into the Merger Agreement with Parent and Merger Sub. Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent.

Thomas Priore, the Company’s Chairman and Chief Executive Officer, and certain of his affiliates control Ultimate Parent and, indirectly, Parent and Merger Sub. The proposed transactions constitute a “going-private transaction” under the rules of the SEC.

If the Merger is completed, each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares held by the Company as treasury shares or owned by any direct or indirect wholly owned subsidiary of the Company immediately prior to the Effective Time, (ii) Shares owned by Parent, Merger Sub, Ultimate Parent, the Majority Stockholder or any of their respective affiliates immediately prior to the Effective Time, (iii) the Rollover Shares and (iv) the Dissenting Shares) will be converted automatically into the right to receive $8.05 per Share in cash (the “Merger Consideration”), without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement.

In addition, at the Effective Time:

•        each outstanding Company Option, whether vested or unvested, will be fully vested, cancelled and converted into the right to receive a lump sum cash payment equal to the product of (a) the excess, if any, of the Merger Consideration over the applicable exercise price per Share subject to such Company Option, multiplied by (b) the number of Shares subject to such Company Option;

•        each outstanding Company RSU, whether vested or unvested, will vest in full and be cancelled and converted into the right to receive, for each Share subject to such Company RSU, the Merger Consideration; and

•        each outstanding Company PSU, whether vested or unvested, will vest at target level of performance achievement and be cancelled and converted into the right to receive, for each Share subject to such then-vested Company PSU, the Merger Consideration.

All such payments in respect of Company Equity Awards will be paid as promptly as practicable following, but in no event later than ten (10) Business Days after, the Effective Time, subject to applicable withholding taxes.

In addition, the Company ESPP will be terminated prior to the Effective Time, and all outstanding purchase rights thereunder will be exercised no later than three Business Days prior to the Effective Time. All Shares purchased on such date will be treated in accordance with the terms of the Merger Agreement.

Following the completion of the Merger, there will be no further market for the Shares. As promptly as practicable following the Effective Time and in compliance with applicable law, the Shares will be delisted from the Nasdaq Global Select Market and deregistered under the Exchange Act. As a result of the Merger, the Company will no longer be an independent public company, the Shares will no longer be listed on any exchange or quotation system, price quotations will no longer be available and the Company’s registration and reporting obligations under the Exchange Act will cease.

Following completion of the Merger, your Shares will represent only the right to receive the Merger Consideration and the right to receive dividends and other distributions with a record date prior to the Effective Time that may have been declared by the Company prior to the date of the Merger Agreement and which remain unpaid at the Effective Time, in each case, subject to and in accordance with the terms and conditions of the Merger Agreement, and you will no longer have any interest in the Company’s future earnings, growth or value.

The Merger Agreement and the transactions contemplated thereby, including the Merger, are described in greater detail elsewhere in this proxy statement. See “Special Factors” and “The Merger Agreement.” You are urged to read the Merger Agreement carefully and in its entirety.

Vote Required

Approval of the Merger Agreement Proposal requires two separate approvals:

1.      the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote thereon, voting as a single class (the “Overall Majority Vote”); and

2.      the affirmative vote of the holders of a majority of the votes cast by the Unaffiliated Company Stockholders at the Special Meeting.

Both voting requirements must be satisfied for the Merger Agreement Proposal to be approved. For purposes of the Unaffiliated Stockholder Vote, “Unaffiliated Company Stockholders” means holders of Shares other than (i) the Majority Stockholder, (ii) the Supporting Stockholders and any affiliate thereof, (iii) any person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) under the Exchange Act, and (iv) any member of the Board who is not a member of the Special Committee. Accordingly, the Merger cannot be completed without the approval of a majority of the votes cast by stockholders who are unaffiliated with Mr. Priore and the other parties described above.

For the Merger Agreement Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

The Supporting Stockholders, who as of October 23, 2026 beneficially owned approximately 61.4% of the outstanding Shares, have duly executed and entered into a Support Agreement, pursuant to which they have agreed to vote their Shares in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, subject to and in accordance with the terms and conditions of the Support Agreement. A copy of the Support Agreement is attached as Annex D to this proxy statement and is incorporated by reference in this proxy statement in its entirety.

Appraisal Rights

If the Merger is consummated and certain conditions are met, stockholders and beneficial owners who continuously hold or beneficially own, as applicable, Shares through the Effective Time, who do not vote such Shares in favor of the adoption of the Merger Agreement and who properly demand appraisal of such Shares and do not effectively withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of such Shares in connection with the Merger under Section 262 of the DGCL. This means that holders or beneficial owners of Shares who perfect their appraisal rights, who do not thereafter effectively withdraw their demand for appraisal, and who follow the procedures in the manner prescribed by Section 262 of the DGCL may be entitled to have such Shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of such Shares, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest to be paid on the amount determined to be fair value, if any (or in certain circumstances described in further detail in the section of this proxy statement captioned “The Special Meeting — Appraisal Rights,” on the difference between the amount determined to be the fair value and the amount paid by the Surviving Corporation in the Merger to each person entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, stockholders or beneficial owners who wish to seek appraisal of their Shares are encouraged to review Section 262 of the DGCL carefully and to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders or beneficial owners considering seeking appraisal should be aware that the fair value of their Shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their Shares.

To exercise your appraisal rights, you must: (i) submit a written demand for appraisal to the Company before the vote is taken on the adoption of the Merger Agreement; (ii) not vote, or submit a proxy voting, the Shares for which you seek appraisal in favor of the proposal to adopt the Merger Agreement; (iii) continue to hold such Shares of record (or, in the case of a beneficial owner, continue to beneficially own such Shares) on and from the date of the making of the demand through the Effective Time; and (iv) strictly comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL. Your failure to follow exactly the procedures specified under Section 262 of the DGCL may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Merger unless certain stock ownership conditions are satisfied by the stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement captioned “The Special Meeting — Appraisal Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is reproduced and attached as Annex E to this proxy statement and is incorporated by reference in this proxy statement in its entirety. If you hold your Shares through a broker, bank or other nominee and you wish to exercise appraisal rights, you may make a demand for appraisal in your own name as a beneficial owner in accordance with Section 262(d)(3) of the DGCL or may consult with such broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank or other nominee.

Vote Recommendation

Because Mr. Priore and his affiliates proposed to acquire all of the outstanding shares of the Company’s common stock not owned by him, the Board formed the Special Committee, consisting solely of independent and disinterested directors, to, among other things, review, evaluate and negotiate that proposal and any resulting definitive agreement (which ultimately became the Merger Agreement and the transactions contemplated thereby, including the Merger), and other alternatives available to the Company. Following the Special Committee’s recommendation, the Board approved the Merger Agreement (other than Mr. Priore and Mr. Crisafulli, who each recused himself in view of Mr. Priore’s interest and Mr. Crisafulli’s possible interest in the Merger).

In connection with the Special Committee’s evaluation of the Merger, Barclays, the Special Committee’s independent financial advisor, delivered its opinion to the Special Committee orally, which was subsequently confirmed by delivery of a written opinion, dated September 18, 2026, to the effect that, as of the date of such opinion and based upon and subject to the qualifications, limitations and assumptions set forth therein, the Merger Consideration to be offered to the stockholders of the Company (other than holders of the Excluded Shares) was fair to such stockholders from a financial point of view.

After careful consideration, including a thorough review of the terms and conditions of the Merger Agreement with its independent legal and financial advisors, the Special Committee unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders (including the Unaffiliated Security Holders), (ii) recommended that the Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and declare that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders (including the Unaffiliated Security Holders) and (iii) recommended that, subject to approval by the Board, the Board resolve to recommend that the Company’s stockholders vote to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger.

The Board (other than Mr. Priore and Mr. Crisafulli, who each recused himself in view of Mr. Priore’s interest and Mr. Crisafulli’s possible interest in the Merger) acting upon the unanimous recommendation of the Special Committee (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and declared that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (iii) directed that the Merger Agreement be submitted to the Company’s stockholders for their adoption and (iv) resolved to recommend that the holders of Shares vote to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger.

The Board acting upon the unanimous recommendation of the Special Committee recommends that you vote “FOR” the Merger Agreement Proposal.

In considering the recommendation of the Board, the Company’s stockholders should be aware that the executive officers and directors of the Company have certain interests in the Merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. Those interests are more fully described in the section entitled “Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger.” The Special Committee and the Board were aware of these interests and considered them, among other matters, in making their respective recommendations.

For a more complete description of the Special Committee’s and the Board’s reasons for recommending the approval of the Merger Agreement Proposal, see “Special Factors — Reasons for the Merger; Recommendation of the Board and the Special Committee.”

MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS (THE GOLDEN PARACHUTE PROPOSAL — PROPOSAL 2)

The Proposal

The Company is asking you to approve the Golden Parachute Proposal.

General

Pursuant to Section 14A of the Exchange Act and the applicable SEC rules, the Company is providing its stockholders with the opportunity to cast a non-binding, advisory vote on certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger. This compensation is referred to as “golden parachute” compensation.

The compensation that each of the Company’s named executive officers may receive that is based on or otherwise relates to the Merger, referred to as “Merger-related compensation,” is described in the narrative disclosure above under “Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger.” The amounts described in that disclosure are estimates based on multiple assumptions that may or may not actually occur, including the assumptions described above, and the actual amounts, if any, to be received by a named executive officer may differ from the amounts described.

Vote Required

Approval of the Golden Parachute Proposal requires the affirmative vote of a majority of the votes cast on such proposal at the Special Meeting. For the Golden Parachute Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

If you fail to vote on the Golden Parachute Proposal, your failure to vote will have no effect on the Golden Parachute Proposal. An abstention will have no effect because abstentions are not counted as votes cast. A broker non-vote will have no effect on the Golden Parachute Proposal.

Advisory Vote; Non-Binding

The vote on the Golden Parachute Proposal is advisory in nature only and will not be binding on the Company, Parent, the Surviving Corporation or the Board, regardless of whether the proposal is approved or not approved. Accordingly, because the Merger-related compensation payable to the Company’s named executive officers in connection with the Merger is based on contractual arrangements with the named executive officers and is payable regardless of the outcome of the advisory vote, such compensation will be payable, subject only to the conditions applicable thereto, if the Merger is completed regardless of the outcome of the advisory vote. The vote on the Golden Parachute Proposal is a separate vote from the vote to approve the Merger Agreement Proposal, and approval of the Golden Parachute Proposal is not a condition to the completion of the Merger. You may vote to approve one proposal and not the other.

Vote Recommendation

The Board acting upon the unanimous recommendation of the Special Committee recommends that you vote “FOR” the Golden Parachute Proposal.

OTHER IMPORTANT INFORMATION REGARDING THE COMPANY

Directors and Executive Officers of the Company

The following table sets forth certain information regarding the directors and executive officers of the Company as of the date of this proxy statement:

Executive Officers

Thomas Priore has served as Chairman and Chief Executive Officer since December 2018 and as Executive Chairman and founding member of Priority from August 2005 through November 2018. Under Mr. Priore’s strategic direction, Priority has grown from a founder-financed technology startup to become the 5th largest non-bank merchant acquirer (after considering the merger of Global Payments and Worldpay) in the U.S. by volume, according to the Nilson Report issued in March 2025. Priority is a solutions provider in Payments and the BaaS industry, operating at scale with 1.2 million customer accounts across its SMB, B2B and Enterprise customers channels. Priority processes $130 billion in annual transaction activity while administering approximately $1.2 billion in account balances. Prior to dedicating his full time to Priority, he founded ICP Capital, a boutique investment banking enterprise that became a market leader in structured finance reaching over $20 billion in assets under management. From 1999 until 2003, Mr. Priore was with Guggenheim Securities where he founded the Structured Finance Trading and Origination business and managed its Fixed Income Sales and Trading division. Previously, Mr. Priore spent eight years in PaineWebber’s Fixed Income Sales and Trading department, rising to Vice President. Mr. Priore is a graduate of Harvard University and holds an MBA from Columbia University. Mr. Priore is the Majority Stockholder and, through Ultimate Parent, indirectly controls Parent and Merger Sub. Mr. Priore recused himself from the Board’s deliberations and vote on the Merger Agreement and the transactions contemplated thereby, including the Merger.

Tim O’Leary has served as Chief Financial Officer of Priority since September 2022. Mr. O’Leary has over 20 years of capital markets and banking experience, primarily in the technology sector. Prior to joining Priority, Mr. O’Leary most recently served as Managing Director and Group Head of the Technology, Media and Telecom leveraged finance team at Truist Securities where he led financings for numerous payment and technology companies — including Priority. Mr. O’Leary holds an MBA from the Kelley School of Business at Indiana University and a B.A. in Business Administration from Northern Arizona University.

Sean Kiewiet has served as Chief Strategy Officer since 2022 and co-founded Priority after serving as the Director of Technology for Cornerstone Payment Systems. Mr. Kiewiet served as Chief Technology Officer of Priority from August 2005 until December 2021. Mr. Kiewiet previously worked in software development and architecture for Hypercom and Syntellect. Mr. Kiewiet holds a B.A. from Harvard University.

Bradley Miller has served as Priority’s General Counsel and Chief Risk Officer since February 2020. Mr. Miller has over 25 years of legal and financial industry experience having served as EVP, General Counsel, and Chief Risk Officer of United Community Banks, Inc. for over 12 years, responsible for the oversight of all legal, compliance, and enterprise risk functions. Prior to that, Mr. Miller began his career with Kilpatrick Stockton LLP (now Kilpatrick Townsend LLP) focusing his practice on consumer and commercial litigation, privacy, and

regulatory matters. Mr. Miller is responsible for all facets of Priority’s legal, risk, and compliance functions. Mr. Miller holds a J.D. from the John Marshall Law School in Atlanta and a B.A. in Business Administration from Georgia Southern University.

Ranjana Ram has served as Chief Operating Officer of Priority since July 2022. She previously served as Executive Vice President, Corporate Development, a role she held since 2011. Ms. Ram has been responsible for executing the Company’s strategic growth initiatives and investment opportunities since its inception. Prior to joining the Company, Ms. Ram served as a Director at Institutional Credit Partners, an investment bank, where she led more than $7 billion of publicly rated structured credit securitization transactions. Earlier in her career, Ms. Ram held roles at Credit Suisse, where she focused on portfolio management and investment strategies. Ms. Ram is a CFA charterholder and holds a B.A. in Economics from the University of Michigan.

Non-Employee Directors

Marc Crisafulli is an experienced executive and has over 30 years in legal, compliance and regulatory governance roles with various companies and was appointed as a director of Priority in 2022. Mr. Crisafulli currently serves as Counsel at Nixon Peabody LLP. In addition, Mr. Crisafulli serves as Chair of Bally’s Corporation’s Rhode Island Board, as director for Pavillion Payments, and as Chair of Rhode Island’s I-195 Redevelopment District Commission. Prior to joining Nixon Peabody LLP, Mr. Crisafulli served as Executive Vice President, Government Relations, Legal and Regulatory at Bally’s Corporation from November 2020 to September 2022. Mr. Crisafulli has also held senior leadership roles with Brightstar Corporation and Suffolk Construction Company and previously served as managing partner at Hinkley Allen & Snyder. Mr. Crisafulli holds a J.D. from Georgetown University Law Center and a B.A. in Economics from Boston University. Mr. Crisafulli recused himself from the Board’s deliberations and vote on the Merger Agreement and the transactions contemplated thereby, including the Merger.

Marietta Davis has served as a director of Priority since January 2021. Ms. Davis was employed by IBM from August 2019 to October 2023, where she served as Worldwide Vice President and Managing Director for the Accenture relationship, leading a global team focused on expanding IBM’s Cloud and Cognitive Applications portfolio. Prior to joining IBM, Ms. Davis spent 17 years at Microsoft Corporation in a variety of senior leadership roles. Ms. Davis also serves on the advisory board of The Posse Foundation, a nonprofit organization focused on identifying, training and mentoring diverse student leaders as they navigate college and enter the workforce. Ms. Davis holds a B.A. in Business Administration from Bradley University.

Christina Favilla has served as a director of Priority since October 2019. She previously served as Chief Operating Officer of Sterling National Bank from July 2017 until December 2018 and as Chief Operating Officer of GE Capital’s lending and leasing business from February 2012 until June 2017. Prior to 2012, she served as President of Discover Bank for six years. She currently serves as a board member of a privately held fintech company and Opportunity Financial (NYSE: OPFI), a specialty consumer finance company. Ms. Favilla is a seasoned banking and financial services professional with a track record of growing business platforms in volatile regulatory environments. Her core skills include people leadership, risk management, P&L, and IT governance. Ms. Favilla holds an MBA in Information Systems from the Fordham Gabelli School of Business.

Clayton Main has served as a director of Priority since February 2025. Mr. Main is a seasoned financial executive with more than 20 years of experience in investment management, structured finance and capital markets. Mr. Main has been a Partner and a member of the Investment Committee at Bregal Sagemount since 2014, where he helps oversee approximately $7.5 billion of capital across multiple fund strategies. His investment focus includes senior debt, junior debt and structured equity investments in the software, financial technology and business services sectors. Prior to joining Bregal Sagemount, Mr. Main spent 12 years at Goldman, Sachs & Co., where he was a founding member of the Goldman Sachs Specialty Lending Group. In that role, he led business development efforts in the Southwest United States and was responsible for originating, structuring and managing leveraged transactions across a range of industries. Mr. Main holds a Bachelor of Business Administration from Southern Methodist University.

Michael Passilla has served as a director of Priority since June 2019. Mr. Passilla previously served as Vice Chairman of JPMorgan Chase & Co. from July 2016 until his retirement in June 2018. Prior to that, he served as Chief Executive Officer of Chase Merchant Services from May 2013 to June 2016. Earlier in his career, Mr. Passilla served as Chief Executive Officer of Elavon, Inc. (a subsidiary of U.S. Bank) from August 2010 to April 2013, after serving as Executive Vice President of Global Business Development beginning in August 2007. Mr. Passilla holds a B.A. in Business Administration from the University of Notre Dame and an MBA from Northwestern University.

Additional information regarding the directors and executive officers of the Company is included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 10, 2026, and the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 28, 2026, each of which is incorporated by reference herein. See “Where You Can Find Additional Information.”

Selected Historical Consolidated Financial Data

Set forth below is certain selected historical consolidated financial data relating to the Company. The historical selected financial data as of and for the fiscal years ended December 31, 2025 and December 31, 2024 has been derived from the Company’s audited consolidated financial statements, which have been audited by Ernst & Young LLP, an independent registered public accounting firm. The historical selected financial data as of and for the six months ended June 30, 2026 and for the six months ended June 30, 2025 has been derived from the Company’s unaudited consolidated financial statements contained in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026.

On March 11, 2026, the Audit Committee of the Board approved the dismissal of Ernst & Young LLP and the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The audited consolidated financial statements included or incorporated by reference in this proxy statement were audited by Ernst & Young LLP.

This information is only a summary and should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 10, 2026, and the Company’s quarterly reports on Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the SEC on May 11, 2026, and June 30, 2026, filed with the SEC on August 6, 2026, each of which is incorporated by reference into this proxy statement in its entirety. More comprehensive financial information is included in such reports, including Management’s discussion and analysis of financial condition and results of operations, and other documents filed by the Company with the SEC, and the following summary is qualified in its entirety by reference to such reports and other documents and all of the financial information and notes contained therein. See “Where You Can Find Additional Information.” Results of interim periods are not necessarily indicative of the results expected for a full year or for future periods.

Summary Consolidated Balance Sheets

Summary Consolidated Statements of Operations

____________

(1)      Net income for the fiscal year ended December 31, 2024 was reduced by dividends, accretion and related excise tax attributable to redeemable senior preferred stockholders and a return on redeemable non-controlling interest, resulting in a net loss attributable to common stockholders of $(23,960) thousand and the basic and diluted loss per share shown above.

Description of Company Debt

The following is a summary of the Company’s material indebtedness as of December 31, 2025. This summary is qualified in its entirety by reference to the full text of the applicable credit agreements, which have been filed as exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and are incorporated by reference herein. For additional detail, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the notes to the Company’s consolidated financial statements included in such filing.

The Company’s material indebtedness is relevant to stockholders’ evaluation of the Merger because the Merger Agreement provides that (i) each of the Truist Credit Agreement and the Varde Credit Agreement must remain in full force and effect as a condition to Parent’s obligation to consummate the Merger, (ii) the Company must use commercially reasonable efforts to maintain each such agreement in full force and effect during the period between signing and closing, and (iii) the Company may not agree to any material amendment, restatement, replacement, supplement, waiver, consent or other modification of either agreement without the prior written consent of Parent. See “The Merger Agreement — Conditions to the Completion of the Merger” and “The Merger Agreement — Covenants Related to the Company’s Conduct of Business.”

Truist Credit Agreement

On July 31, 2025, the Company, through its subsidiary Priority Holdings, LLC, closed $1.1 billion in new senior credit facilities. The loan proceeds were used to refinance existing debt, to satisfy outstanding obligations related to the 2023 acquisition of Plastiq, to fund strategic growth initiatives and for general corporate purposes. As a result of the financing, the Company lowered the interest rate on the term loan by 100 basis points compared to its existing debt and extended the term loan maturity to 2032.

The Truist Credit Agreement is the Credit and Guaranty Agreement, dated as of May 16, 2024, among Priority Holdings, LLC, as the sole Borrower Representative, the other Credit Parties (as defined in the Truist Credit Agreement) thereto, and Truist Bank, as Administrative Agent, Collateral Agent, an Issuing Bank and Swing Line Lender, as amended by Amendment No. 1, dated November 21, 2024, Amendment No. 2, dated July 31, 2025, and Amendment No. 3, dated October 1, 2025. As originally executed, the agreement provided an $835.0 million senior secured first lien term loan facility and $70.0 million senior secured revolving credit facility, and the Company applied the proceeds to repay the outstanding balances under its 2021 credit agreement and to redeem a portion of its redeemable senior preferred stock.

Amendment No. 2 increased the principal balance of the term facility from $935.5 million to $1.0 billion, increased quarterly principal payments from $2.4 million to $2.5 million, extended the term facility maturity date from May 2031 to July 2032 and decreased the applicable margin from 4.75% to 3.75%. The same amendment increased the revolving credit commitment from $70.0 million to $100.0 million, extended the revolving maturity date from May 2029 to July 2030 and decreased the applicable margin from 4.25% to 3.50%. Amendment No. 3

increased the principal balance of the term loan from $1.0 billion to $1.04 billion through a single lender draw and increased quarterly principal payments from $2.5 million to $2.6 million, and left all other material terms of the term facility unchanged. The Company made a $15.0 million voluntary term loan prepayment on October 31, 2025.

At December 31, 2025, the Company had $1,020.0 million of term loans outstanding under the Truist Credit Agreement and no borrowings outstanding under the revolving credit facility, leaving the full $100.0 million revolving commitment available (less any letters of credit then outstanding). All of the assets of the Company secure the credit facilities under the Truist Credit Agreement as collateral.

The term facility matures July 31, 2032, and the revolving credit facility matures July 31, 2030. Based on terms and conditions existing at December 31, 2025, scheduled principal payments on the term facility total $8.3 million in 2027, $10.4 million in each of 2028, 2029 and 2030, and $980.7 million thereafter; no scheduled principal payments fall due in 2026.

Borrowings under the Truist Credit Agreement bear interest at a floating rate, calculated using either a base rate or a rate based on the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin per year, subject to a SOFR floor of 0.50% per year. Following Amendment No. 2, the applicable margin equals 3.75% for the term facility and 3.50% for the revolving credit facility, and the applicable margins may vary based on the Company’s ratio of consolidated total debt, net of unrestricted cash, to Consolidated Adjusted EBITDA (the “Total Net Leverage Ratio”) and on future changes in the underlying market rates. The revolving credit facility carries an unused commitment fee equal to 0.50% per year of the undrawn portion. At December 31, 2025, the interest rate on the term facility was 7.47% and the rate applicable to the revolving credit facility was 7.22%, compared to 9.11% and 8.61%, respectively, at December 31, 2024.

The Truist Credit Agreement contains representations and warranties, financial and collateral requirements, mandatory payment events, events of default and affirmative and negative covenants. The negative covenants restrict, among other things, the ability of the loan parties to create liens, pay dividends or distribute assets to the Company, merge or consolidate, dispose of assets, incur additional indebtedness, make certain investments or acquisitions, enter into certain transactions (including with affiliates) and enter into certain leases.

The agreement imposes a springing financial covenant. If the aggregate principal amount of outstanding revolving loans and letters of credit exceeds 35% of the total revolving credit facility at quarter end, the Company must comply with a maximum Total Net Leverage Ratio of (i) 6.90:1.00 for each fiscal quarter ended September 30, 2025 through March 31, 2026 and (ii) 6.40:1.00 for the fiscal quarter ended June 30, 2026 and each fiscal quarter thereafter. As of December 31, 2025, the Company complied with the covenants in the Truist Credit Agreement.

The Company may prepay loans voluntarily without premium or penalty, subject to notice requirements of one business day for base rate loans, same-day notice for swing line loans and three business days for SOFR loans, and no lender may reject a voluntary prepayment. The Company may also terminate or permanently reduce unused commitments without premium or penalty on one business day’s notice, subject to minimum reduction amounts of $1,000,000 and whole multiples of $500,000.

The agreement also requires mandatory prepayments. The Company must prepay the term loans with the applicable percentage of net asset sale proceeds in excess of $15,000,000 in the aggregate during any twelve-month period, within five business days of receipt, subject to a reinvestment election that allows the Company to reinvest those proceeds in the business within twelve months (and within 180 days after that period for amounts contractually committed). Parallel provisions apply to net insurance and condemnation proceeds. In addition, the Company may be obligated to make certain mandatory prepayments after the end of each year based on excess cash flow, as defined in the Truist Credit Agreement.

Truist Change of Control. The Truist Credit Agreement defines a “Change of Control” as the occurrence, at any time, of either of the following: (a) any person or “group” (within the meaning of Rules 13d-5 and 14d-2 under the Exchange Act), other than one or more Permitted Holders, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Capital Stock (as defined in the Truist Credit Agreement) of the Company representing more than 35% of the total voting power of the total outstanding Capital Stock of the Company; or (b) the Company ceases to beneficially own, directly or indirectly, 100% on a fully diluted basis of the economic and voting interests in the Capital Stock of each Borrower (as defined in the Truist Credit Agreement), except as otherwise provided in Section 6.09 of the agreement.

A significant exception qualifies both triggers. Notwithstanding clauses (a) and (b), a Change of Control does not occur at any time if the Permitted Holders (as defined below) then have, directly or indirectly, the right or the authority, by voting power, contract or otherwise, to elect or designate for election at least a majority of the board of directors of the Company. The agreement defines “Permitted Holders” as, collectively, Thomas C. Priore and any member of his immediate family and related trusts and estate-planning vehicles, in each case as defined in the Truist Credit Agreement, together with the affiliates of any of the foregoing and any funds or managed accounts advised or managed by any person who advises or manages, directly or indirectly, any of the foregoing or any of their affiliates.

A Change of Control constitutes an immediate Event of Default (as defined in the Truist Credit Agreement) under the Truist Credit Agreement. The agreement provides no notice requirement, grace period or cure period for that Event of Default, and it does not give lenders a put right or the Company a repurchase obligation. Instead, upon an Event of Default, the Truist administrative agent and the lenders may terminate the commitments, declare all outstanding loans, accrued interest and other obligations immediately due and payable, and exercise their remedies against the collateral securing the facilities.

Varde Credit Agreement

On August 18, 2025, the Company, through its subsidiary Priority Finance SPV, LLC, closed a $50 million financing facility structured as a delayed draw term loan facility to finance eligible residual and loan receivables, established in partnership with Värde Partners. The borrower is a wholly owned subsidiary that the Truist Credit Agreement does not restrict, and the facility funds certain residual purchases and loans to independent sales organizations and independent software vendors.

The aggregate commitments equaled $50,000,000 on the closing date, and the agreement provides an uncommitted accordion feature permitting an increase in the commitments by an aggregate amount not to exceed $75.0 million, such that total commitments may equal, but not exceed, $125.0 million. Availability also depends on a borrowing base calculated against eligible receivables and subject to concentration limitations and agent-established reserves. At December 31, 2025, the borrower had drawn $35.4 million of the $50.0 million commitment.

The delayed draw term facility matures August 18, 2031. No scheduled principal payments fall due before that date based on terms and conditions existing at December 31, 2025, and the full $35.4 million outstanding balance appears in the “thereafter” column of the Company’s contractual maturities.

Borrowings under the Varde Credit Agreement bear interest at a floating rate equal to a SOFR rate plus an applicable margin of 6.25% per year, subject to a SOFR floor of 2.0% per year. Unused commitments carry an unused commitment fee equal to 1.0% per year of the undrawn portion. At December 31, 2025, the interest rate on the facility was 9.98%.

The Varde Credit Agreement contains customary representations and warranties, financial and collateral requirements, mandatory payment events, events of default and affirmative and negative covenants. The negative covenants restrict, among other things, the ability of the loan parties to create liens, pay dividends or distribute assets to the Company, merge or consolidate, dispose of assets, incur additional indebtedness, make certain investments or acquisitions and enter into certain transactions (including with affiliates). The agreement also imposes separateness covenants that limit the borrower’s business to the facility transactions and prohibit it from consolidating or merging with any person, creating subsidiaries or holding itself out other than as a separate legal entity.

The financial covenants require Priority Finance SPV, LLC to maintain minimum liquidity of $2.0 million, minimum tangible net worth of $5.0 million, a maximum default ratio of 2.5%, a maximum delinquency ratio of 5.0% and a minimum excess spread ratio of 1.00 to 1.00. As of December 31, 2025, the borrower complied with the restrictions in the agreement. The borrower also delivers monthly borrowing base certificates and compliance reporting on the 20th day of each calendar month, and any borrowing base deficiency requires a corresponding paydown of the loans.

Prepayments and commitment reductions carry a prepayment premium (the “Prepayment Premium”) during the first three years following the closing date. The premium equals 2.00% of the principal of the loans repaid or the commitments terminated if the triggering event occurs on or prior to the second anniversary of the closing date, and 1.00% if the triggering event occurs after the second anniversary but on or prior to the third anniversary.

Triggering events include any voluntary prepayment of principal, any termination or reduction of commitments, any acceleration of principal (including automatic acceleration upon a bankruptcy or insolvency event) and any satisfaction or release of principal through foreclosure or other enforcement of remedies.

Varde Change of Control. The Varde Credit Agreement defines a “Change of Control” as either of the following: (a) the Company and the Permitted Co-Investors (as defined in the Varde Credit Agreement) collectively fail to beneficially own and control (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the closing date) 100% of the voting and economic interests in the Equity Interests (as defined in the Varde Credit Agreement) of Holdings, on an as-converted, fully diluted basis; or (b) Holdings fails to own and control 100% of the voting and economic interests in the Equity Interests of the Borrower, on an as-converted, fully diluted basis.

A Change of Control constitutes an Event of Default (as defined in the Varde Credit Agreement) under Section 10.1(j) of the Varde Credit Agreement, which also treats as an Event of Default the dissolution or termination of the existence of any obligor and the occurrence of any “Change of Control” under, and as defined in, the Truist Credit Agreement. A change of control under the Truist Credit Agreement therefore defaults both facilities. The agreement separately treats as an Event of Default any payment default on, or acceleration of, the indebtedness under the Truist Credit Agreement, and any default beyond the applicable grace period under other indebtedness of a loan party aggregating more than $1,000,000.

The change of control Event of Default carries no notice requirement, grace period or cure period, in contrast to the agreement’s two-business-day cure for interest and other payment defaults and its thirty-day cure for other covenant defaults running from the earlier of an officer’s knowledge and written notice from the Varde administrative agent or a lender. Upon a non-bankruptcy Event of Default, the Varde administrative agent may, and at the direction of the Requisite Lenders must, terminate the lenders’ obligation to extend further credit, declare the principal, accrued interest, fees, the Prepayment Premium and all other obligations immediately due and payable in cash, enforce the rights and remedies available under the loan documents and applicable law, and direct the borrower to terminate the Servicer under the agreement dated as of August 18, 2025, between the Borrower and Priority Holdings, LLC, as Servicer. Upon a bankruptcy Event of Default with respect to the borrower, all obligations, including the Prepayment Premium, become immediately due and payable without demand or notice, and the lenders’ commitments terminate automatically. Neither agreement grants the lenders a put right or obligates the Company to repurchase indebtedness upon a change of control.

Aggregate Indebtedness

The following table sets forth the Company’s total consolidated indebtedness as of December 31, 2025:

The Company may also borrow under the revolving credit facility under the Truist Credit Agreement in an amount sufficient, together with available cash on hand, to fund the Closing Restricted Payment of $96.3 million plus up to $34.9 million. See “The Merger Agreement — Parent Financing.” The Company elected to treat the Closing Restricted Payment as a limited condition transaction in accordance with the Truist Credit Agreement.

Credit Ratings

Moody’s upgraded the Company’s corporate family debt rating to ‘B1’ and S&P assigned a positive outlook on the Company’s ‘B’ issuer rating in connection with the 2025 refinancing. Subsequent to the execution of the Merger Agreement on September 21, 2026, Moody’s issued a press release indicating the ‘B1’ corporate family rating and stable outlook are unaffected by the transaction; while S&P issued a research update placing the ‘B’ issuer rating on CreditWatch Negative subject to further resolution once additional details on capital structure and financial policy are available.

Relevance to the Merger

The Merger Agreement contains several provisions relating to the Company’s existing indebtedness:

•        Closing Condition (Section 7.3(e)).    Each of the Truist Credit Agreement and the Varde Credit Agreement must remain in full force and effect as a condition to Parent’s and Merger Sub’s obligation to consummate the Merger.

•        Maintenance Covenant (Section 6.16(c)).    Prior to the Effective Time, the Company must use commercially reasonable efforts to maintain each of the Truist Credit Agreement and the Varde Credit Agreement in full force and effect and may not agree to any material amendment, restatement, replacement, supplement, waiver, consent or other modification of either agreement without Parent’s prior written consent.

•        Indebtedness Covenant (Section 6.1(b)(vii)).    During the period between the date of the Merger Agreement and the earlier of the Effective Time and the termination of the Merger Agreement, the Company may not incur certain new Indebtedness except as specifically permitted, including borrowings under the revolving credit facility under the Truist Credit Agreement or under the Varde Credit Agreement, intercompany loans, trade payables in the ordinary course and other enumerated exceptions.

•        Default Notification (Section 6.16(c)).    The Company must promptly notify Parent of any material default under either agreement or any termination thereof.

It is expected that, in connection with the closing of the Merger, the Company’s existing indebtedness under the Truist Credit Agreement and the Varde Credit Agreement will remain outstanding as obligations of the Surviving Corporation.

Additional information regarding the Company’s indebtedness is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 10, 2026, and incorporated by reference herein. See “Where You Can Find Additional Information.”

Book Value per Share

As of June 30, 2026, the most recent practicable date prior to the filing of this proxy statement, the book value per Share was $(0.86). Book value per Share is computed by dividing total stockholders’ deficit at such date by the total Shares outstanding on that date. For reference, as of December 31, 2025, the book value per Share was $(1.13), based on the Company’s audited consolidated financial statements for the fiscal year then ended.

The Merger Consideration of $8.05 per Share exceeds the Company’s negative book value per Share as of June 30, 2026 by approximately $8.91 per Share.

The Company’s net tangible book value per Share as of June 30, 2026 was $(9.59). Net tangible book value per Share is computed by subtracting goodwill, intangible assets and unamortized debt discount and deferred financing costs from total stockholders’ deficit and dividing the result by the total Shares outstanding on that date.

Market Price of Shares and Dividends

The Company’s common stock trades on the Nasdaq Global Select Market under the symbol “PRTH.” As of the close of business on [•], 2026, the Record Date, there were [•] Shares outstanding and entitled to vote, held by approximately [•] holders of record.

The following table sets forth, for the periods indicated, the high and low sales prices of the Shares as reported by the Nasdaq.

The Company has not declared or paid any cash dividends on the Shares. The Merger Agreement prohibits the Company from declaring, setting aside or paying any dividends or other distributions in respect of the Shares during the period between the date of the Merger Agreement and the earlier of the Effective Time and the termination of the Merger Agreement, except for cash dividends made by any subsidiary of the Company to the Company or one of the Company’s other direct or indirect wholly owned subsidiaries. See “The Merger Agreement — Covenants Related to the Company’s Conduct of Business.”

On November 7, 2025, the last trading day before the Majority Stockholder submitted his preliminary, non-binding take-private proposal, the closing price of the Shares on the Nasdaq was $4.87 per Share.

On September 18, 2026, the last full trading day before the public announcement of the execution of the Merger Agreement, the closing price of the Shares on the Nasdaq was $5.83 per Share.

On October 23, 2026, the most recent practicable date before this proxy statement was distributed to our stockholders, the closing price for the Shares on the Nasdaq was $7.82 per Share.

The Merger Consideration of $8.05 per Share represents:

•        a premium of approximately 65% to the closing price of the Shares on November 7, 2025, the last trading day before the Majority Stockholder submitted his preliminary, non-binding take-private proposal;

•        a premium of approximately 38% to the closing price of the Shares on September 18, 2026, the last full trading day before the public announcement of the execution of the Merger Agreement; and

•        a premium of approximately 3% to the closing price of the Shares on October 23, 2026, the most recent practicable date before this proxy statement was distributed to our stockholders.

You are encouraged to obtain current market quotations for the Shares in connection with voting your Shares.

If the Merger is completed, there will be no further market for the Shares and, as promptly as practicable following the Effective Time and in compliance with applicable law, the Company’s securities will be delisted from the Nasdaq Global Select Market and deregistered under the Exchange Act.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the beneficial ownership of the Shares as of October 23, 2026 by:

•        each person known by us to be the beneficial owner of more than 5% of the total outstanding Shares;

•        each of our named executive officers;

•        each of our directors; and

•        all of our executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of Shares beneficially owned by a person and the percentage ownership of that person, Shares subject to options, RSUs, PSUs and other rights held by that person that are currently exercisable or that vest or become exercisable within 60 days following October 23, 2026 are deemed outstanding. Such Shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Each person named in the table has sole voting and investment power with respect to all of the Shares shown as beneficially owned by such person, except as otherwise set forth in the notes to the table.

The percentages reflect beneficial ownership as of October 23, 2026 as determined in accordance with Rule 13d-3 under the Exchange Act. The address for all beneficial owners in the table below is c/o Priority Technology Holdings, Inc., 2001 Westside Parkway, Suite 155, Alpharetta, Georgia 30004, (800) 935-5961, except as otherwise noted.

Security Ownership of Certain Beneficial Owners and Management

____________

*        Less than 1%.

(1)      Based on 82,572,061 Shares outstanding as of October 23, 2026.

(2)      Includes 4,624,545 Shares held by Lori A. Priore, the spouse of Thomas C. Priore, and Bertrand H. Smyers, in their capacity as trustees of the Thomas C. Priore Irrevocable Insurance Trust u/a/d 1/8/2010, for the benefit of Lori A. Priore and the children of Thomas C. Priore and Lori A. Priore. The Thomas C. Priore Irrevocable Insurance Trust u/a/d 1/8/2010 is one of the Supporting Stockholders.

(3)      Mr. Priore is the Majority Stockholder. The Shares beneficially owned by Mr. Priore, together with Shares held by the other Supporting Stockholders, are subject to the Support Agreement and will be contributed to Ultimate Parent in the Rollover. For more information, see “Special Factors — Support Agreement.”

For purposes of evaluating the Merger Agreement Proposal, stockholders should note the following regarding how the Shares reflected in the table above are treated under the two voting requirements:

•        Overall Majority Vote.    All Shares beneficially owned by all stockholders, including the Majority Stockholder and all directors and executive officers, are included in both the numerator and denominator for purposes of determining whether the Merger Agreement Proposal has been approved by the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote thereon, voting as a single class.

•        Unaffiliated Stockholder Vote.    Shares beneficially owned by the following persons are excluded from the votes cast for purposes of determining whether the Merger Agreement Proposal has been approved by the affirmative vote of the holders of a majority of the votes cast by the Unaffiliated Company Stockholders: (i) the Majority Stockholder, (ii) the Supporting Stockholders and any affiliate thereof, (iii) any person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) under the Exchange Act, and (iv) any member of the Board who is not a member of the Special Committee.

Treatment of Shares Under the Voting Requirements