Priority Tech acquires Dealer Merchant Services assets; guides Q4 incremental rev of $3M, EBITDA >$1M

Priority Technology Holdings, Inc.

Acquired substantially all assets of DMSJV for $35M cash, 23,333 Class B units, plus up to $22.5M earnout.
Financed via $35M increase to existing $1B term loan under Amendment No. 3.
DMS leadership Amberly Allen and Laura Sherman join Priority.
Q4 2025 guidance: ~$3M incremental revenue, >$1M incremental adjusted EBITDA.
Boom Commerce: $2.5M of expected $5M 2025 revenue reclassified to cost of sales; EBITDA unchanged at $6M.

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