Priority Commerce Agrees to Buy IntelliPay to Open a Government Unit, Citing Just Over $4 Million of Added 2026 Revenue

by Ellis Vance · August 26, 2026

Small-Cap Markets Correspondent, The SmallCap Signal

Priority Technology Holdings, which operates under the Priority Commerce brand and trades on Nasdaq as PRTH, said Wednesday morning it has agreed to acquire IntelliPay, a payments software provider whose customers sit largely in the public sector. The announcement was published at 8:30 a.m. ET on Aug. 26 and describes a membership interest purchase agreement between the two companies.

The company did not disclose what it is paying. No purchase price, financing arrangement or closing date appears in the announcement, which describes the two companies as having entered into a membership interest purchase agreement and does not state that the transaction has closed.

What Priority did quantify is the revenue effect. The company said the establishment of Priority Commerce Government, the unit built around the acquired business, is expected to generate a little more than $4 million of incremental revenue for the remainder of 2026, according to the Aug. 26 announcement. That is a company projection, not a reported result.

IntelliPay builds software that lets government agencies, educational institutions, healthcare organizations and similar bodies accept and manage payments and connect those flows to the financial and business systems they already run, the announcement said. The platform handles card and ACH transactions across online, mobile, in-person and recurring channels. PYMNTS, reporting on the deal the same day, described IntelliPay as a Utah-based maker of software that lets government agencies, schools and healthcare organizations accept and manage payments, and said the transaction creates Priority Commerce Government as a new division.

Thomas Priore, Priority's chief executive, said in the announcement that "Acquiring high-performing partners in our ecosystem is an important part of our strategy to build out key verticals." IntelliPay chief executive Casey Leloux said in the release that the combination would let the business reach more customers while continuing to serve public sector clients.

The phrase "partners in our ecosystem" is doing real work in that sentence. Payment companies of Priority's size frequently acquire software vendors that already route transactions through their infrastructure, converting a revenue-share relationship into owned revenue. The announcement does not say how long IntelliPay has been integrated with Priority, and the company did not disclose how much of IntelliPay's volume already ran on its rails.

Set against the parent company's scale, the added revenue is modest. Priority reported second-quarter 2026 revenue of $262.3 million, up 9.4% year over year and 7.2% on an organic basis, in results published Aug. 6. Adjusted EBITDA for the quarter was $59.4 million, up 6.0%, and adjusted gross profit was $99.9 million at a 38.1% margin. Net income, on a GAAP basis, was $9.9 million, down 9.3%, with GAAP diluted earnings per share of $0.12 against $0.14 a year earlier.

The company's full-year 2026 outlook, as stated in that August release, calls for revenue of $1.01 billion to $1.04 billion and adjusted EBITDA of $230 million to $245 million. The Aug. 26 acquisition announcement did not revise those ranges.

Priority reports three segments. In the second quarter, Merchant Solutions produced $175.8 million of revenue and $30.9 million of adjusted EBITDA, Payables produced $30.4 million and $3.1 million, and Treasury Solutions produced $60.5 million of revenue and $47.5 million of adjusted EBITDA. The release announcing the IntelliPay deal did not say which of those segments the acquired business will be reported within.

The deal arrives against an unresolved governance backdrop that shapes how any capital deployment at Priority reads. On Nov. 10, 2025, the company's board confirmed it had received a preliminary, non-binding proposal from an investor group led by Priore, who is also chairman, to acquire the shares the group does not already own for $6.00 to $6.15 per share in cash. The board's statement at the time said there could be no assurance that an agreement would be reached, or as to its terms if one were, and told shareholders they did not need to take any action.

The company's definitive proxy statement, filed with the Securities and Exchange Commission on April 28, 2026, said the proposal remained preliminary and non-binding, that no definitive agreement had been entered into, and that the matter was not on the ballot at the June 11, 2026 annual meeting. The board formed a special committee of independent directors on Nov. 12, 2025, named in the proxy as Mike Passilla, Clayton Main and Christina Favilla, which retained Barclays as financial adviser and Paul, Weiss, Rifkind, Wharton & Garrison as legal counsel on Dec. 8, 2025.

The proxy also set out the ownership arithmetic that makes the process consequential: Priore beneficially owned 46,566,776 shares, roughly 56.54% of the 82,357,422 shares outstanding as of the April 14, 2026 record date. A controlling holder who has proposed buying out the minority is, at the same time, directing the company's acquisition strategy. Neither the Aug. 26 announcement nor the materials reviewed for this article indicate any change in the status of the take-private proposal since the April proxy, and no subsequent company release reviewed for this article reports a definitive agreement, a revised price or a withdrawal. The Aug. 6 second-quarter release did disclose continuing non-recurring legal and professional fees tied to the special committee process, an indication that the review was still incurring costs during the first half of the year.

For minority shareholders, the open questions attach to disclosure rather than to the operating logic of the deal. An undisclosed purchase price means the multiple paid for IntelliPay cannot be assessed, and the absence of a closing date leaves the timing of the $4 million revenue contribution imprecise. Priority said the figure applies to the balance of 2026.

Small-cap indexes went into Wednesday's session on firmer footing. The Russell 2000 closed Tuesday, Aug. 25, at 3,010.02, up 14.94 points or 0.50%. U.S. markets were open at the time of writing, and no closing level for Wednesday was available.