Priority Technology Holdings (PRTH) risk factors, FY2025 10-K

Priority Technology Holdings's FY2025 10-K, filed Mar 10, 2026, lists 28 risk factors in 3 groups. Against the prior year's 26: 3 new, 1 dropped, 5 substantially reworded.

Risk factors listed
283 groups
New this year
3vs 26 last year
Dropped
1since the prior 10-K
Substantially reworded
5of those kept
Section length
10k wordsItem 1A

What the changes say

  • Artificial intelligence and rapid technology changes are newly identified as threats to client retention and competitiveness.
  • Internal-control failure is newly emphasized as a risk to accurate, timely financial reporting and stock-price perception.
  • Tax exposure now cites the 2025 One Big Beautiful Bill Act, while geopolitical monitoring expands to the U.S.-Israel-Iran conflict.

What changed since the prior 10-K

New

  • New

    may adversely affect our relationships with our merchants and, if we cannot find alternate providers quickly, may cause those merchants to terminate their relationship with us

    Dependence on third parties for technology development, updates, and support could delay launches or issue resolution and strain merchant relationships.

  • New

    If we fail to keep pace with technological change, including as a result of artificial intelligence, we could lose clients or have trouble attracting new clients

    Falling behind competitors in technology or artificial intelligence could cause client losses and make new clients harder to attract.

  • NewRisks Related to Ownership of Our Stock

    If we fail to maintain effective internal control over financial reporting, we may not be able to accurately report our financial results

    Weak internal controls could delay or prevent accurate financial reporting under Sarbanes-Oxley, harming market perception and the stock price.

Dropped

  • DroppedLegal, Regulatory Compliance and Tax Risks

    our costs and subject us to reputational damage that could limit our ability to grow and cause us to lose existing merchant clients

Reworded

  • 91% rewrittenLegal, Regulatory Compliance and Tax Risks

    Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risks

    The ending consequences involving reputational harm, litigation, and regulatory actions were removed, narrowing the stated impact of ineffective risk management.

  • 78% rewrittenRisks Related to Ownership of Our Stock

    Future sales of common stock by our directors and officers, or their pledgees, as a result of foreclosure could adversely affect the price of common stock and could, in the future, result in a loss of control of our company

    The text changes “shareholders” to “stockholders”; the insider pledging, foreclosure, and control-loss risk is otherwise unchanged.

  • 43% rewrittenLegal, Regulatory Compliance and Tax Risks

    Changes in tax laws and regulations could adversely affect our results of operations and cash flows from operations

    Adds the 2025 One Big Beautiful Bill Act, including extended Tax Cuts and Jobs Act provisions and international-tax changes.

  • 42% rewrittenRisk Related to Our Capital Structure

    The credit agreements governing our existing credit facilities and any other debt instruments we may issue in the future will contain restrictive covenants that may impair our ability to conduct business

  • 22% rewritten

    Global economic, political and market conditions affecting the U.S. markets may adversely affect our business, results of operations and financial condition, including our revenue growth and profitability

    Adds monitoring of the larger conflict involving the U.S., Israel, Iran, and other Middle Eastern countries.

All 28 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Risk Factors Related to Our Business
  2. 02Unauthorized access to our systems or unauthorized disclosure of customer or cardholder data, whether through breach of our computer systems, computer viruses, or otherwise, could expose us to liability, protracted and costly litigation and damage our reputation
  3. 03Our systems or our third-party providers' systems may fail, which could interrupt our service, cause us to lose business, increase our costs and expose us to liability
  4. 04The payment processing industry is highly competitive and such competition is likely to increase, which may adversely influence the prices we can charge to merchants for our services and the compensation we must pay to our distribution partners, and as a result, our profit margins
  5. 05Increased customer or referral partner attrition could cause our financial results to decline
  6. 06Changes in card association and debit network fees or products could increase costs or otherwise limit our operations
  7. 07Changes in payment network rules or standards could adversely affect our business, financial condition and results of operations
  8. 08Acquisitions create certain risks and may adversely affect our business, financial condition, or results of operations
  9. 09We are subject to economic and political risk, the business cycles of our customers and distribution partners and the overall level of consumer and commercial spending, which could negatively impact our business, financial condition and results of operations
  10. 10Global economic, political and market conditions affecting the U.S. markets may adversely affect our business, results of operations and financial condition, including our revenue growth and profitability22% rewritten
  11. 11may adversely affect our relationships with our merchants and, if we cannot find alternate providers quickly, may cause those merchants to terminate their relationship with usNew
  12. 12Fraud by customers or others could cause us to incur losses
  13. 13We incur liability when our customers refuse or cannot reimburse us for chargebacks resolved in favor of their customers or ACH returns
  14. 14The loss of, for example, key personnel or of our ability to attract, recruit, retain and develop qualified employees could adversely affect our business, financial condition and results of operations
  15. 15We may be responsible for the actions of our vendors in some circumstances
  16. 16Operational failures and resulting interruptions in the availability of our products or services could harm our business and reputation
  17. 17If we fail to keep pace with technological change, including as a result of artificial intelligence, we could lose clients or have trouble attracting new clientsNew

Legal, Regulatory Compliance and Tax Risks

  1. 18Legal proceedings could have a material adverse effect on our business, financial condition or results of operations
  2. 19We are subject to extensive government regulation, and any new laws and regulations, industry standards or revisions made to existing laws, regulations or industry standards affecting the Electronic Payments industry may have an unfavorable impact on our business, financial condition and results of operations
  3. 20We may not be able to successfully manage our intellectual property and may be subject to infringement claims
  4. 21Changes in tax laws and regulations could adversely affect our results of operations and cash flows from operations43% rewritten
  5. 22Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risks91% rewritten

Risk Related to Our Capital Structure

  1. 23We face risks related to our substantial indebtedness
  2. 24The credit agreements governing our existing credit facilities and any other debt instruments we may issue in the future will contain restrictive covenants that may impair our ability to conduct business42% rewritten

Risks Related to Ownership of Our Stock

  1. 25Because we have no current plans to pay cash dividends on our Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your Common Stock for a price greater than that which you paid for it
  2. 26Mr. Thomas Priore, our Chief Executive Officer and Chairman, controls the Company, and his interests may conflict with ours or yours in the future
  3. 27Future sales of common stock by our directors and officers, or their pledgees, as a result of foreclosure could adversely affect the price of common stock and could, in the future, result in a loss of control of our company78% rewritten
  4. 28If we fail to maintain effective internal control over financial reporting, we may not be able to accurately report our financial resultsNew

Other Priority Technology Holdings 10-Ks

  • FY2024 10-K risk factors
    26 risks

    Priority Technology Holdings faces key risks related to payment processing competition, system outages, data security breaches, and heavy indebtedness.

    Filed Mar 06, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.