prth-20221231

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) by and among Priority Technology Holdings, Inc., a Delaware corporation with its principal place of business located at 2001 Westside Parkway, Suite 155, Alpharetta, Georgia 30004 (“PRTH”), and Bradley J. Miller, an individual resident of Fulton County, Georgia (“Employee”) is entered into and effective as of the __ day of March, 2022 (the “Effective Date”). PRTH and You are collectively referred to herein as the “Parties”. Further, for purposes of this Agreement, the services provided pursuant to this Agreement are to be performed for the benefit of PRTH and its Subsidiary Affiliates, which are collectively referred to herein as the “Company”, as applicable. “Subsidiary Affiliate” means, with respect to PRTH, any corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental body or other entity that is, directly or indirectly, controlled by or under common control with PRTH.

2.Title; Duties. Employee shall serve as the General Counsel and Chief Risk Officer. Employee shall report to Chief Executive Officer (“CEO”). Employee shall provide such management updates, division performance updates, personnel and operational updates, and any such other updates or business performance reports as reasonably requested by the CEO. Employee further agrees to devote substantially all of Employee’s working time and attention on a full time basis to such duties and responsibilities, except for PTO, absence for sickness or similar disability in accordance with the Company’s existing policies and practices, and reasonable amounts of time spent performing services for any charitable, religious, or community organizations, so long as such services do not interfere with the performance of Employee’s duties under this Agreement.

(a)Base Salary. The Company shall pay Employee for Employee’s services hereunder a base salary at the initial annual rate of Three Hundred Seventy-Five Thousand Dollars ($375,000), payable in regular installments in accordance with the Company’s usual payment practices and subject to annual review and increase. Such amount (as it may be increased from time to time) shall be referred to herein as the “Base Salary.” The Company will review the Base Salary of Employee at least annually and may increase (but not decrease other than pursuant to across-the-board reductions for all or substantially all employees or personnel similarly situated) the Base Salary based upon the past and projected performance of the Company.

(b)Bonus. Beginning with calendar years commencing on and after January 1, 2022, Employee will be eligible to receive an annual bonus during the Employment Term (“Bonus”). The target Bonus for each calendar year shall be in the range of twenty five percent (25%) to fifty percent (50%) of Employee’s Base Salary with the actual amount to be based on the level of achievement of individual and Company performance criteria established by the Board for such calendar year and paid out as approved by the Board. Employee will not be eligible to receive any Bonus if Employee is not employed on the last day of the calendar year for which the Bonus is to be paid, except as provided in Section 5 below. The Bonus will be subject to all applicable withholdings and will be paid no later than sixty (60) days after the end of the applicable calendar year.

(c)Equity Incentive. Employee has been awarded Restricted Stock Units (“RSUs”) and may be awarded in the future. Notwithstanding the foregoing or anything in this Agreement or the PRTH Equity Incentive Plan to the contrary, the unvested portion of any outstanding Restricted Stock Unit award granted to Employee under the PRTH Equity Incentive Plan shall immediately and automatically become one-hundred percent (100%) vested upon the closing of any go-private transaction that causes all of the equity to cease to be publicly traded on Nasdaq or any other public stock exchange or in the event of a Change of Control of the Company. For purposes of this definition, a “Change of Control” shall have such meaning as defined in the Company’s Credit and Guaranty Agreement with Truist Bank dated April 27, 2021, as amended from time to time (the “Truist Agreement”).

4.2.Employee Benefits. Subject to any contributions therefor generally required of employees of the Company, Employee shall be entitled to receive such employee benefits (including fringe benefits, 401(k) plan participation, and life, health, dental, accident and short- and long-term disability insurance) that the Company may, in its sole and absolute discretion, make available generally to its employees or personnel similarly situated; provided that, Employee acknowledges and agrees that any such employee benefit plans may be altered, modified or terminated by the Company in accordance with their terms at any time in its sole discretion without recourse by Employee.

5.1.Termination by the Company. The Company may terminate Employee’s employment hereunder at any time with or without cause to be effective immediately upon delivery of notice thereof. The effective date of Employee’s termination shall be referred to herein as the “Termination Date.” If Employee’s employment is terminated by the Company pursuant to this Section 5.1, the Company shall pay Employee all earned but unpaid Base Salary prior to the Termination Date and, if consistent with the Company’s then-current policies and practices, the cash value of any accrued but unused PTO as of the Termination Date (collectively, “Accrued Obligations”).

(a)Without Cause Termination. In the event Employee’s employment is terminated during the initial term of this Agreement by the Company or surviving companies (i.e., if the Company is acquired), in addition to the Accrued Obligations, for reasons other than for cause pursuant to Section 5.1(b) below, the Company shall also pay Employee (in increments according to the Company’s normal payroll schedule) the Base Salary for a period of six (6) months following the Termination Date and the earned but unpaid portion of the Bonus for the calendar year preceding the calendar year in which the Termination Date occurs (collectively, the “Severance Package”), provided that Employee satisfies the conditions set forth at the end of this paragraph (the “Severance Conditions”). Employee shall not be eligible for the Severance Package unless and until twenty-eight (28) days (including a seven-day revocation period) after Employee has first satisfied and continues to satisfy the following Severance Conditions: (1) Employee is in compliance with the Non-Solicitation Agreement; (2) Employee is in compliance with all of Employee’s obligations under this Agreement; and (3) Employee executes and delivers a waiver and general release of claims in favor of the Company and its affiliates substantially in the form of Exhibit B.

(b)For Cause Termination. In the event Employee’s employment is terminated “for cause” (defined below) by the Company under this Section 5.1(b), the Company shall pay Employee only the Accrued Obligations. For purposes of this Agreement, “for cause” means: (i) Employee’s arbitrary, unreasonable or willful failure to perform, in any material respect, the duties and responsibilities required hereunder and assigned by the CEO from time to time (including, without limitation, continuous constructive collaboration with the Executive Chairman and other members of the management team) that is not cured by Employee within ten days after the first notice from the Company specifying the nature of the default in reasonable detail (i.e., how

Employee has failed to perform or comply) or, if the default cannot be cured within such ten-day period, failure of Employee within such ten-day period to commence and pursue curative action with reasonable diligence; (ii) Employee’s gross negligence or willful misconduct in the performance of Employee’s duties under this Agreement; (iii) Employee’s commission of an act constituting fraud, embezzlement, breach of any fiduciary duty owed to the Company or its shareholders or other material dishonesty with respect to the Company; (iv) Employee’s conviction of, or the filing of a plea of nolo contendere or its equivalent, with respect to a felony or any other crime involving dishonesty or moral turpitude; (v) substance abuse (for the purposes of this agreement substance abuse is the use of alcohol or illegal substances including misuse of otherwise legally obtained medications that otherwise interferes with Employee’s ability to perform the functions of the position) that is materially injurious to the Company (whether from a monetary perspective or otherwise); or (vi) Employee’s material breach of Employee’s obligations under this Agreement or the Non-Solicitation Agreement that is not cured by Employee within ten days after the first notice from the Company specifying the nature of the default in reasonable detail (i.e., how Employee has failed to perform or comply) or, if the default cannot be cured within such ten-day period, failure of Employee within such ten-day period to commence and pursue curative action with reasonable diligence and to the reasonable satisfaction of the Company.

5.2.Termination by Employee; Deemed Termination. Employee’s employment hereunder may be terminated by Employee at any time upon not less than ninety (90) days’ prior written notice from Employee to the Company. Employee agrees that such notice period is reasonable and necessary in light of the duties assumed by Employee pursuant to this Agreement and fair in light of the consideration Employee is receiving pursuant to this Agreement. In the event of such notice by Employee, the Company may limit the Employee’s activities during the notice period or the Company may impose any other restrictions it deems necessary and reasonable, including relieving Employee of all duties during the notice period.

(a)Termination for Good Reason. Notwithstanding the foregoing, Employee shall be deemed to have terminated Employee’s employment with the Company for “good reason” and, in such case, in addition to the Accrued Obligations, Employee shall be entitled to the Severance Package (provided Employee satisfies the Severance Conditions) in the event any of the following occurs and Employee provides to the Company Notice of Termination (as defined in Section 5.3) during the time frame specified above or, if later, after any applicable cure period: (i) the Company reduces Employee’s Base Salary or benefits (other than in connection with a proportional reduction of the base salaries or benefits in excess of twenty percent (20%) of all executive employees of the Company); or (ii) the Company materially breaches any of Sections 4.1 through 4.4 hereof; provided that any of the events described in clauses (i) or (ii) of this Section 5.2(a) shall be deemed termination for “good reason” only if the Company fails to cure such event within ten days after a written notice is delivered by Employee to the Company specifically identifying the event that may be deemed termination for “good reason” pursuant to this Section 5.2(a) or, if the default cannot be cured within such ten-day period, failure of the Company within such ten-day period to commence and pursue curative action with reasonable diligence and to the reasonable satisfaction of Employee.

7.Return of Company Property. Employee agrees that upon termination of Employee’s employment hereunder, Employee shall return immediately to the Company any proprietary materials, any materials containing Confidential Information (as defined in the Non-Solicitation Agreement) and any other Company or Company affiliate’s property then in Employee’s possession or under Employee’s control, including without limitation all notes, customer, voluntary benefits carrier, employer, employee and broker lists and contact information, drawings, memoranda, magnetic disks or tapes, or other recording media containing such Confidential Information, whether alone or together with non-confidential information, all documents, reports, files, memoranda, records, software, credit cards, door and file keys, telephones, personal digital assistants, computers, tablet devices, computer access codes, disks and instructional manuals, or any other physical property that Employee received, had access to, prepared, or helped prepare in connection with Employee’s employment under this Agreement. Following termination, Employee shall not retain any copies, duplicates, reproductions, or excerpts of Confidential Information, nor shall Employee show or give any of the above to any third party. Employee further agrees that Employee shall not retain or use for Employee’s account at any time any trade name, trademark, service mark, logo or other proprietary business designation used or owned in connection with the business of the Company or any affiliate of the Company.

9.Notices. Any notice hereunder by either Party to the other shall be given in writing by personal delivery, email (with confirmation from the receiving party), facsimile, overnight courier or certified mail, return receipt requested, addressed, if to the Company, to the attention of the CEO at the Company’s executive offices or to such other address as the Company may designate in writing at any time or from time to time to Employee with a copy (which shall not constitute notice) to the Company’s General Counsel at the Company’s executives offices, and if to Employee, to Employee’s most recent address and contact information on file with the Company. Notice shall be deemed given, if by personal delivery or by overnight courier, on the date of such delivery or, if by facsimile, on the business day

10.Successors and Assigns. This Agreement shall inure to the benefit of the Company and its respective successors and assigns. This Agreement may not be assigned by either Party without the prior written consent of the other Party; provided that the Company may assign this Agreement without Employee’s consent to an affiliate of the Company (or its successor), provided, however, that in the event of a sale of all or substantially all of the assets of the Company or any direct or indirect division or subsidiary thereof to which employee’s employment primarily relates, the Company may provide that this Agreement will be assigned to, and assumed by, the acquiror of such assets, it being agreed that in such circumstances, Employee’s consent will not be required in connection therewith. This Agreement shall be binding on the Parties’ permitted successors and assigns.

13.Governing Law. THIS AGREEMENT (INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF GEORGIA. ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR CLAIM OF BREACH HEREOF SHALL BE BROUGHT EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA, ATLANTA DIVISION, TO THE EXTENT FEDERAL JURISDICTION EXISTS, AND IN THE SUPERIOR COURT OF FULTON COUNTY, GEORGIA, BUT ONLY IN THE EVENT FEDERAL JURISDICTION DOES NOT EXIST, AND ANY APPLICABLE APPELLATE COURTS. BY EXECUTION OF THIS AGREEMENT, THE PARTIES HERETO, AND THEIR RESPECTIVE AFFILIATES, CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AND WAIVE ANY RIGHT TO CHALLENGE JURISDICTION OR VENUE IN SUCH COURT WITH REGARD TO ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

15.Waivers and Further Agreements. Any waiver of any terms or conditions of this Agreement shall not operate as a waiver of any other breach of such terms or conditions or any other term or condition, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof; provided, that no such written waiver, unless it, by its own terms, explicitly provides to the contrary, shall be construed to effect a continuing waiver of the provision being waived and no such waiver in any instance shall constitute a waiver in any other instance or for any other purpose or impair the right of the Party against whom such waiver is claimed in all other instances or for all other purposes to require full compliance with such provision. Each Party agrees to execute all such further instruments and documents and to take all such further action as the other Party may reasonably request to effectuate the terms and purposes of this Agreement.

I understand that the Company and its affiliates continually obtain and develop valuable proprietary and confidential information concerning their business, business relationships, and financial affairs, (the “Confidential Information”), that has or may become known to me in connection with my employment. By way of illustration but not limitation, Confidential Information shall include Inventions (as defined below), trade secrets, technical information, know-how, research and development activities, product, service and marketing plans, business plans, budgets and unpublished financial statements, licenses, prices and costs, customer and supplier information, information (including contact coordinates) for employers and employees, and information disclosed to the Company or to me by third parties of a proprietary or confidential nature or under an obligation of confidence. Confidential Information is contained in various media, including without limitation, patent applications, computer programs in object and source code, flow charts and other program documentation, manuals, plans, drawings, designs, technical specifications, supplier, customer, carrier and claimant lists, claimant case files, internal financial data and other documents and records of the Company.

Confidential Information shall not include information that I can demonstrate: (1) is or becomes generally known within the Company’s industry through no fault of mine or any other person with an obligation of confidentiality to the Company; (2) is lawfully and in good faith made available to me by a third party who did not derive it from the Company and who imposes no obligation of confidence on me; or (3) is required to be disclosed by a governmental authority or by order of a court of competent jurisdiction, provided that such disclosure is subject to all applicable governmental or judicial protection available for like material and reasonable advance notice is given to the Company.

I agree that I will not: (1) use, disclose, or reverse engineer any Confidential Information for any purpose other than the Business (as defined below), except as authorized in writing by the Company; (2) during my employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party or (b) any works of authorship developed in whole or in part by me during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3) upon my resignation or termination (a) retain any Confidential Information, including any copies

I agree promptly to disclose to the Company any and all discoveries, inventions, developments, original works of authorship, software programs, software and systems documentation, trade secrets, technical data, and know-how that are conceived, devised, invented, developed or reduced to practice or tangible medium by me, under my direction or jointly with others in the course and scope of my employment by the Company, whether or not during normal working hours or on the premises of the Company, which relate directly or indirectly to the business of the Company or its affiliates (collectively, the “Business”) and arise out of my employment with the Company (hereinafter “Inventions”).

I hereby assign to the Company (or its designated affiliates) all of my right, title, and interest to the Inventions and any and all related patent rights, copyrights, and applications and registrations therefor. During and after my employment, I shall cooperate with the Company, at the Company’s expense, in obtaining proprietary protection for the Inventions, and I shall execute all documents that the Company shall reasonably request in order to perfect the Company’s (or its designated affiliates’) rights in the Inventions. I understand that, to the extent this Agreement shall be construed in accordance with the laws of any state which limits the assignability to the Company of certain employee inventions, this Agreement shall be interpreted not to apply to any such invention that a court rules or the Company agrees is subject to such state limitation.

I acknowledge and agree that: (1) my position is a position of trust and responsibility with access to Confidential Information; (2) the Confidential Information, and the relationship between the Company, its affiliates, and the employees and customers of each, are valuable assets of the Company that may not be used for any purpose other than the Business; (3) the names of any customers of the Company or its affiliates are considered Confidential Information that constitutes valuable, special, and unique property of the Company; (4) customer lists and customer information that have been compiled by the Company or its affiliates represent a material investment of the Company’s time and money; (5) the Company will invest its time and money in the development of my skills in the Business; and (6) the restrictions contained in this herein, including without limitation the restrictive covenants set forth in this Agreement, are reasonable and necessary to protect the legitimate business interests of the Company and its affiliates, and they will not impair or infringe upon my right to work or earn a living when my employment with the Company ends.

I acknowledge that (1) the markets served by the Company are intended to be national in scope and not dependent on the geographic location of the executive personnel or the businesses by which they are employed, and (2) the below covenants are manifestly reasonable on their face. The Company and I expressly agree that such restrictions have been designed to be reasonable and no greater than is required for the protection of the Company and are a significant element of the consideration hereunder. If the final judgment of a court of competent jurisdiction declares that any term or provision contained herein is invalid or unenforceable, the Company and I agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and the covenants and agreements contained herein shall be enforceable as so modified to cover the maximum duration, scope, or area permitted by law.

While I am employed by the Company and during the Non-Interference Period, I will not engage or participate, directly or indirectly, as principal, agent, executive, director, proprietor, joint venturer, trustee, employee, employer, consultant, stockholder, partners, or in any other capacity whatsoever in the conduct or management of, or fund, invest in, lend to, own any stock or any other equity or debt investment in, or provide any services of any nature whatsoever to or in respect of any business that is competitive with or in the same line of business as the Business in the United States, provided that nothing in this Agreement shall prohibit me from being passive beneficial owner of less than two percent of the outstanding stock of any publicly-traded corporation.

This Agreement may not be assigned by either party, except that the Company may assign this Agreement to its affiliates or in connection with the merger, consolidation or sale of all or substantially all of its business or assets. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and other legal representatives and, to the extent that any assignment hereof is permitted hereunder, their assignees. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile or electronically transmitted signature (e.g., portable document format), and such signatures shall be deemed to be originals.

I acknowledge that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and the Company’s legitimate business interests, are reasonable for such purpose, and are reasonable and valid in geographical and temporal scope and in all other respects and not overly broad or unduly burdensome. I agree that any breach of this Agreement by me will cause irreparable damage to the Company and that, in the event of such breach, the prevailing party in any such enforcement action shall be entitled, in addition to monetary damages and any other remedies available to the prevailing party under this Agreement and at law, to equitable relief, including injunctive relief, and to payment of all costs incurred by the prevailing party in enforcing or defending the provisions of this Agreement, including reasonable attorneys’ fees and costs. I agree that should I violate any obligation imposed on me in this Agreement, I shall continue to be bound by the obligation until a period equal to the term of such obligation has expired without violation of such obligation.

Except as set forth in the Employment Agreement by and between myself (the “Employee” or “I”) and the Company dated as of ___________ (the “Employment Agreement”), I am entitled to no severance or termination payment or benefits. I acknowledge the Company has no legal obligation to provide me with the benefits and consideration outlined in the Employment Agreement except as part of this release letter and in consideration for my signing of this release letter. I have been notified of my right to review this release letter with counsel, and I have received, if I so chose, legal advice concerning this release letter.

General Release. Employee acknowledges that the Company has no legal obligation to provide Employee with these benefits except as part of the Employment Agreement and in consideration for Employee signing this release letter and the waiver and release of claims contained herein. In return for these benefits, Employee irrevocably and unconditionally releases the Company and all affiliated companies, predecessors and successors of each and each such entity’s officers, directors, employees, agents, attorneys or insurers in their individual and representative capacities (collectively referred to as the “Company Parties”) from any and all claims, causes of action, complaints, damages, liabilities and expenses whatsoever, whether known or unknown, direct or indirect, at law or in equity and whether sounding in contract, tort or other theory (collectively, “Claims”) that Employee may have now, have had in the past or have in the future for or by reason of any matter, cause or thing whatsoever that has happened, developed or occurred on or before the date hereof, including without limitation in connection with Employee’s employment or termination of employment with the Company. This release of the Company includes any Claims that Employee might have for re-employment or for additional compensation or benefits (except as specifically stated below), and applies to Claims that Employee might have under federal, state or local law or ordinance dealing with employment, contract, wage and hour, tort, or civil rights matters, including, but not limited to, applicable local and state civil rights matters, including, but not limited to, applicable local and state civil rights laws or wage payment laws, Employee Retirement Income Security Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts (42 USC § 1981-1988), the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967 (the “ADEA”), Section 806 of the Sarbanes Oxley Act of 2002 and any other Claims alleging retaliation of any nature, the Vietnam Era Veterans Readjustment Assistance Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Older Workers Benefit Protection Act, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Equal Pay Act of 1963, the Fair Labor Standards Act, sections 503 and 504 of the Vocational Rehabilitation Act, the Family and Medical Leave Act, Executive Order 11246, and the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), all as amended from time to time, together with all laws and regulations promulgated thereunder. Employee represents that there are no claims, complaints or charges pending against the Company in which Employee is a party or complainant, or any unasserted Workers’ Compensation claims.

Covenant Not to Sue. Employee represents and warrants that Employee has not filed any Claims against the Company or any of the Company Parties with any local, state or federal court or administrative agency. Employee agrees and covenants not to sue or bring any Claims against the Company or any of the Company Parties with respect to any matters arising out of or relating to Employee’s employment with the Company or separation from the Company, or any Claims that as a matter of law cannot be released, such as under workers’ compensation, for unemployment benefits or any Claims related to the Company’s future involvement with, if any, Employee’s 401(k)/retirement plans with the Company. Except as set forth herein, in the event that Employee on Employee’s behalf institutes any such action, that Claim shall be dismissed upon presentation of this release letter, and Employee shall reimburse the Company for all legal fees and expenses incurred in defending such Claim and obtaining its dismissal.

Exclusion. Nothing in this release letter shall preclude Employee from filing a charge or complaint, including a challenge to the validity of this release letter, with the Equal Employment Opportunity Commission or any state anti-discrimination agency or from participating or cooperating in any investigation or proceeding conducted by any of such agencies. In the event that a charge or complaint is filed with any administrative agency by Employee or in the event of an authorized investigation, charge or lawsuit filed by any administrative agency, Employee expressly waives and shall not accept any monetary awards or damages, costs or attorneys’ fees of any sort therefrom against the Company or any of the Releasees.

Waiting Period. I understand I have a period of up to 21 days to consider this release letter and that I have been advised to speak with an attorney. I agree this release letter is written in a manner that I understand what I am releasing. I understand that this release must be signed no later than 21 days from the date first set forth above for me to be entitled to the benefits of the Severance Package (as defined in the Employment Agreement). I agree that upon signing this release letter I become bound by its terms unless I revoke the release contained herein. I understand I may revoke the release contained herein within seven days after signing it; and that, unless I so revoke it, the release contained herein will be fully effective seven days after I have signed it. Once this release letter is fully effective, the Severance Package will be forwarded by U.S. mail according to the schedule in the terms of the Employment Agreement.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐


			Page
Cautionary Note Regarding Forward-Looking Statements and Terms Used in the Annual Report on Form 10-K			1
Commonly Defined Terms			3
Part I.	Item 1.	Business	5
	Item 1A.	Risk Factors	16
	Item 1B.	Unresolved Staff Comments	27
	Item 2.	Properties	27
	Item 3.	Legal Proceedings	27
	Item 4.	Mine Safety Disclosures	27
Part II.	Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	28
	Item 6.	Reserved	28
	Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
	Item 7A.	Qualitative and Quantitative Disclosure About Market Risk	37
	Item 8.	Financial Statements and Supplementary Data	38
		Notes to Consolidated Financial Statements	47
	Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	90
	Item 9A.	Controls and Procedures	90
	Item 9B.	Other Information	91
Part III.	Item 10.	Directors, Executive Officers and Corporate Governance	92
	Item 11.	Executive Compensation	92
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	92
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	92
	Item 14.	Principal Accounting Fees and Services	92
Part IV.	Item 15.	Exhibits, Financial Statement Schedules	93
	Item 16.	Form 10-K Summary	95

Signatures			96


Term						Definition
2018 Plan						Priority Technology Holdings, Inc. 2018 Equity Incentive Plan
2021 Stock Purchase Plan						Priority Technology Holdings, Inc. 2021 Employee Stock Purchase Plan
2021 Share Repurchase Program						Priority Technology Holdings, Inc. 2021 Share Repurchase Program
2022 Share Repurchase Program						Priority Technology Holdings, Inc. 2022 Share Repurchase Program
ACH						Automated clearing house
AML						Anti-money laundering
AP						Accounts payable
API						Application program interface
ASC						Accounting Standards Codification
ASU						Accounting Standards Update
ATI						Adjusted taxable income
B2B						Business-to-business
B2C						Business-to-consumer
BSA						Bank Secrecy Act of 1970, as amended by the USA Patriot Act of 2001
CARES Act						Coronavirus Aid, Relief, and Economic Security Act
CCPA						California Consumer Protection Act
CEO						The Company's Chairman and Chief Executive Officer
Common Stock						The Company's Common Stock, par value $.001
the Company						Priority Technology Holdings, Inc. and Subsidiaries
Credit Agreement						Credit and Guaranty Agreement dated April 27, 2021, by and between the Company and Truist Bank
CRM						Customer relationship management
Delayed Draw Term Loan						Delayed draw term loan facility under the credit agreement
Dodd-Frank Act						Dodd Frank Wall Street Reform and Consumer Protection Act of 2010
EBITDA						Earnings before interest, taxes, depreciation, and amortization
Electronic Payments						Payments with credit, debit and prepaid cards
EPS						Earnings (loss) per share
ESPP						Employee stock purchase plan
Exchange Act						Securities Exchange Act of 1934
EGC						Emerging Growth Company
FASB						Financial Accounting Standards Board
FBO						For the benefit of
FCA						United Kingdom's Financial Conduct Authority
FCRA						Fair Credit Reporting Act
Federal Reserve Board						Governors of the Federal Reserve System
FDIC						Federal Deposit Insurance Corporation
FFIEC						Federal Financial Institutions Examination Council
FI						Financial institution
FIFO						First in, first out
FinCEN						Financial Crimes Enforcement Network


Finxera						Finxera Holdings, Inc.
FSOC						Financial Stability Oversight Council
GAAP						United States Generally Accepted Accounting Principles
Initial Term Loan						A senior secured first lien term loan facility in an aggregate principal amount of $300,000,000
IRA						Inflation Reduction Act
ISO						Independent sales organization
ISV						Independent software vendors
IT						Information technology
LIBOR						London Interbank Offered Rate
LIFO						Last in, first out
LLC						Limited Liability Company
Nasdaq						National Association of Securities Dealers Automated Quotations
NCI						Non-controlling interests
OFAC						Office of Foreign Assets Control
PHOT						Priority Hospitality Technology, LLC
PIK						Payment-in-kind
POS						Point-of-sale
PRET						Priority Real Estate Technology, LLC
PRTH						Priority Technology Holding's Nasdaq Capital Market trading symbol
Redeemable NCI's						Redeemable non-controlling preferred equity interests
ROU Asset						Right of use asset
RSU						Restricted stock units
SaaS						Software as a Service
SAR						Stock appreciation rights
SEC						Securities and Exchange Commission
SMB						Small and medium-sized businesses
SMS						Short message service
SEC						Securities and Exchange Commission
SOFR						Secured Overnight Financing Rate
SRC						Smaller reporting company
Tax Act						The Housing Assistance Tax Act of 2008
TCPA						Federal Telephone Consumer Protection Act of 1991
Term Facility						$620.0 million senior secured term loan facility issued under the Credit Agreement (including $320 million delayed draw facility).
Total Net Leverage Ratio						The ratio of consolidated total debt to the Consolidated Adjusted EBITDA (as defined in the Credit Agreement).
Total Preferred Equity Interest						up to $4.5 million of profits earned by PHOT, plus a preferred yield (6.0% per year)
Truist						Truist Bank
TSP						Technology service provider
U.S.						United States
VARs						Value-added resellers


Period	Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)	Weighted-average exercise price of outstanding options, warrants and rights(2)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity Compensation Plans approved by security holders	2,689,353	$	6.88	3,505,286
Equity Compensation Plans not approved by security holders	—	$	—	—


Delaware		47-4257046
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2001 Westside Parkway
Suite 155
Alpharetta,	Georgia	30004
(Address of principal executive offices)		(Zip Code)


Period	Total Number of Shares Purchased(1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
October 1-31, 2022	154,356	$	4.62	121,593	872,489
November 1-30, 2022	177,508	$	5.40	165,586	706,903
December 1-31, 2022	201,087	$	5.43	16,277	690,626
Total	532,951			303,456


(in thousands)	Years Ended December 31,				2022 vs 2021
	2022		2021			$ Change
Revenue Type:
Merchant card fees	$	553,037	$	468,764		$	84,273
Money transmission services	71,536		19,415			52,121
Outsourced services and other services	29,627		21,033			8,594
Equipment	9,441		5,689			3,752
Total revenues	$	663,641	$	514,901		$	148,740


			Page
Report of Independent Registered Public Accounting Firm			39
Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021			41
Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020			42
Consolidated Statements of Changes in Stockholders' Deficit for the years ended December 31, 2022, 2021 and 2020			42
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020			44
Notes to Consolidated Financial Statements:			47
1. Nature of Business and Significant Accounting Policies			47
2. Acquisitions			59
3. Disposal of Business			62
4. Revenues			63
5. Settlement Assets and Customer/Subscriber Account Balances and Related Obligations			65
6. Notes Receivable			66
7. Property, Equipment and Software			67
8. Goodwill and Other Intangible Assets			68
9. Leases			70
10. Accounts Payable and Accrued Expenses			72
11. Debt Obligations			72
12. Redeemable Senior Preferred Stock and Warrants			74
13. Income Taxes			77
14. Stockholders' Deficit			79
15. Stock-based Compensation			80
16. Employee Benefit Plans			84
17. Related Party Transactions			84
18. Commitments and Contingencies			85
19. Fair Value			86
20. Segment Information			87
21. (Loss) Earnings per Common Share			89


Description of the Matter			Accrued residual commissions recorded by the Company and included on the Consolidated Balance Sheet were $35.9 million at December 31, 2022, and residual commission expenses included within costs of services on the Consolidated Statement of Operations were $383.5 million for the year ended December 31, 2022. As discussed in Note 1 of the consolidated financial statements, the Company accrues and pays commission expense for certain customer services and other services provided by its independent sales organizations (ISOs). Commissions are based on a percentage of the net revenues generated from the Company’s merchant customers, and these percentages vary based on the program type and transaction volume of each merchant. Auditing residual commissions was complex due to the non-standard nature of the pricing terms within the ISO contracts, the volume of contracts, the volume of transactions processed each month, and the degree of auditor judgment needed to design the nature and extent of audit procedures to obtain sufficient audit evidence.

How We Addressed the Matter in Our Audit			To test accrued residual commissions and residual commission expenses, our audit procedures included, among others, testing the completeness and accuracy of the underlying data supporting the commission calculations and the accuracy of the calculations. We selected a sample of monthly ISO payments and, for each sample item, we compared the pricing terms included in the calculation to the respective ISO contract or other source documents, recalculated the related expense and accrual, and agreed the commission payment to evidence of cash disbursement. Additionally, for these monthly ISO payments, we selected a sample of merchant customers, obtained their monthly processing statements, which were generated by the Company’s third-party processors, and agreed the monthly payment volumes to the commission calculations.


	December 31, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	18,454	$	20,300
Restricted cash	10,582		28,859
Accounts receivable, net of allowances of $1,143 and $555, respectively	78,113		58,423
Prepaid expenses and other current assets	11,832		15,807
Current portion of notes receivable, net of allowances of $0 and $0, respectively	1,471		272
Settlement assets and customer/subscriber account balances	532,018		479,471
Total current assets	652,470		603,132
Notes receivable, less current portion	3,191		105
Property, equipment and software, net	34,687		25,233
Goodwill	369,337		365,740
Intangible assets, net	288,794		340,211
Deferred income taxes, net	16,447		8,265
Other noncurrent assets	8,437		9,256
Total assets	$	1,373,363	$	1,351,942
Liabilities, Redeemable Senior Preferred Stock and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses	$	51,864	$	42,523
Accrued residual commissions	35,979		29,532
Customer deposits and advance payments	2,618		5,021
Current portion of long-term debt	6,200		6,200
Settlement and customer/subscriber account obligations	533,340		500,291
Total current liabilities	630,001		583,567
Long-term debt, net of current portion, discounts and debt issuance costs	598,926		604,105
Other noncurrent liabilities	11,643		18,349

Total liabilities	1,240,570		1,206,021
Commitments and contingencies (Note 18)
Redeemable senior preferred stock, net of discounts and issuance costs:
Redeemable senior preferred stock, $0.001 par value per share; 250,000 shares authorized; 225,000 issued and outstanding at December 31, 2022 and December 31, 2021	235,579		210,158
Stockholders' deficit:
Preferred stock, $0.001 par value per share; 100,000,000 shares authorized; none issued or outstanding at December 31, 2022 and December 31, 2021	—		—
Common Stock, $0.001 par value per share; 1,000,000,000 shares authorized; 78,385,685 and 77,460,312 shares issued at December 31, 2022 and December 31, 2021, respectively; and 76,044,629 and 76,739,896 shares outstanding at December 31, 2022 and December 31, 2021, respectively.	76		77
Treasury stock at cost, 2,341,056 and 720,416 shares at December 31, 2022 and December 31, 2021, respectively	(11,559)		(4,091)
Additional paid-in capital	9,650		39,835
Accumulated deficit	(102,208)		(100,058)
Total stockholders' deficit attributable to stockholders of PRTH	(104,041)		(64,237)
Non-controlling interest	1,255		—
Total stockholders' deficit	(102,786)		(64,237)
Total liabilities, redeemable senior preferred stock and stockholders' deficit	$	1,373,363	$	1,351,942


	Common Stock			Treasury Stock			Additional Paid-In Capital		Accumulated Deficit		Deficit Attributable to Stockholders		NCIs		Total
	Shares	$		Shares	$
January 1, 2020	67,061	$	68	451	$	(2,388)	$	3,651	$	(127,674)	$	(126,343)	$	5,654	$	(120,689)
Equity-classified stock-based compensation	—	—		—	—		2,118		—		2,118		—		2,118
Vesting of stock-based compensation	330	—		—	—		—		—		—		—		—
Redemption of NCI in subsidiary	—	—		—	—		—		—		—		(5,654)		(5,654)
Earnings attributable to redeemable and redeemed NCIs	—	—		—	—		—		—		—		45,398		45,398
Earnings distributed to redeemable and redeemed NCIs	—	—		—	—		—		—		—		(45,398)		(45,398)
Net income	—	—		—	—		—		25,661		25,661		—		25,661
December 31, 2020	67,391	$	68	451	$	(2,388)	$	5,769	$	(102,013)	$	(98,564)	$	—	$	(98,564)
Equity-classified stock-based compensation	—	—		—	—		2,888		—		2,888		—		2,888
Vesting of stock-based compensation	465	—		—	—		—		—		—		—		—
Liability-classified stock-based compensation converted to equity-classified	—	—		—	—		313		—		313		—		313
Issuance of Common Stock	7,551	7		—	—		34,381		—		34,388		—		34,388
Exercise of stock options	174	—		—	—		1,195		—		1,195		—		1,195
Fair value of NCI preferred units redemption, net of deferred tax benefit	—	—		—	—		(8,021)		—		(8,021)		—		(8,021)
Fair value of common shares issued for NCI redemption	1,428	2		—	—		9,962		—		9,964		—		9,964
Share repurchases and shares withheld of taxes	(269)			269	(1,703)				—		(1,703)		—		(1,703)
Warrants issued	—	—		—	—		11,357		—		11,357		—		11,357
Dividends on redeemable senior preferred stock	—	—		—	—		(16,164)		—		(16,164)		—		(16,164)
Accretion of unamortized issuance costs for redeemable senior preferred stock	—	—		—	—		(1,845)		—		(1,845)		—		(1,845)
Change in estimate of tax basis differences	—	—		—	—		—		566		566		—		566
Net income	—	—		—	—		—		1,389		1,389		—		1,389
December 31, 2021	76,740	$	77	720	$	(4,091)	$	39,835	$	(100,058)	$	(64,237)	$	—	$	(64,237)


Property, equipment and software			Estimated Useful Life
Furniture and fixtures			5 - 10 years
Equipment			3 - 8 years
Computer software			2 - 5 years
Leasehold improvements			3 - 10 years


Intangible Asset	Nature	Estimated Useful Life
ISO and Referral Partner Relationships	Acquired relationships with ISOs and referral partners	11 – 25 years
Residual Buyouts	Surrender of rights to receive commissions by ISOs	3 – 9 years
Customer Relationships	Acquired customer relationships	2 – 15 years
Merchant Portfolios	Acquired rights to a portfolio of merchants	5 – 10 years
Technology	Acquired proprietary software and website domains	7 – 10 years
Trade Names and Non-compete Agreements	Acquired trade names and non-compete agreements	5 – 12 years
Money Transmission Licenses	Acquired licenses to collect, store and send money in 46 U.S. states and two U.S. territories.	indefinite


(in thousands)
Consideration:
Cash	$	4,976
Amount withheld for inventory(1)	50
Total purchase consideration, inclusive of amount withheld for inventory	5,026
Fair value of class B shares issued in Ovvi(3)	1,255
Total enterprise value of business acquired(3)	$	6,281

Recognized amounts of assets acquired and liabilities assumed:
Accounts receivable	$	110
Inventory	142
Property, equipment and software, net	20
Goodwill(3)	3,989
Intangible assets(2)	2,021
Other non-current asset	152
Other non-current liability	(153)
Total enterprise value of business acquired(3)	$	6,281


(in thousands)	Years Ended December 31,						2022 vs 2021
	2022			2021				$ Change
Revenue	$	562,237		$	475,630			$	86,607
Operating expenses	507,371			422,746				84,625
Operating income	$	54,866		$	52,884			$	1,982
Operating margin	9.8		%	11.1		%
Depreciation and amortization	$	43,925		$	41,144			$	2,781
Key Indicators:
Merchant bankcard processing dollar value	$	59,440,491		$	53,411,622			$	6,028,869
Merchant bankcard transaction volume	636,576			578,102				58,474


(in thousands)	Years Ended December 31,						2022 vs 2021
	2022			2021				$ Change
Revenue	$	18,890		$	17,138			$	1,752
Operating expenses	18,682			17,003				1,679
Operating income	$	208		$	135			$	73
Operating margin	1.1		%	0.8		%
Depreciation and amortization	$	744		$	294			$	450
Key Indicators:
Merchant bankcard processing dollar value	$	526,812		$	323,502			$	203,310
Merchant bankcard transaction volume	304			220				84


(in thousands)	Years Ended December 31,						2022 vs 2021
	2022			2021				$ Change
Revenue	$	82,514		$	22,133			$	60,381
Operating expenses	51,577			15,370				36,207
Operating income	$	30,937		$	6,763			$	24,174
Operating margin	37.5		%	30.6		%
Depreciation and amortization	$	24,892		$	7,158			$	17,734
Key Indicators:
Merchant bankcard processing dollar value	$	1,760,518		$	52,376			$	1,708,142
Merchant bankcard transaction volume	2,779			549				2,230
Average number of billed clients	380,233			345,828				34,405


(in thousands)
Year Ending December 31,
2023	$	1,471
2024	1,046
2025	907
2026	845
2027	393
Thereafter	—
Total	$	4,662


(in thousands, except per share amounts)	Years Ended December 31,
		2021		2020
Revenues		$	561,585	$	463,823
Operating income		$	21,619	$	32,548


(in thousands)
Gross cash consideration from buyer	$	180,000
Less working capital adjustment paid in cash	(584)
Net proceeds from buyer	179,416
Transaction costs incurred	(5,383)
Assets sold:
Intangible assets	(62,158)
Other assets sold, net of obligations assumed	(716)
Goodwill assigned to business sale	(2,683)
Other intangible assets	(1,237)
Pre-tax gain on sale of business	$	107,239


	Year Ended December 31, 2022
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB	$	549,646	$	—	$	3,150	$	9,441	$	562,237
B2B	3,391		—		15,499		—		18,890
Enterprise	—		71,536		10,978		—		82,514
Total revenues	$	553,037	$	71,536	$	29,627	$	9,441	$	663,641


	Year Ended December 31, 2021
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB	$	466,819	$	—	$	3,122	$	5,689	$	475,630
B2B	1,945		—		15,193		—		17,138
Enterprise	—		19,415		2,718		—		22,133
Total revenues	$	468,764	$	19,415	$	21,033	$	5,689	$	514,901


	Year Ended December 31, 2020
(in thousands)	Merchant Card Fees		Money Transmission Services		Outsourced and Other Services		Equipment		Total
Segment
SMB	$	364,163	$	—	$	2,465	$	3,893	$	370,521
B2B	1,795		—		19,127		—		20,922
Enterprise	11,388		—		1,511		—		12,899
Total revenues	$	377,346	$	—	$	23,103	$	3,893	$	404,342


(in thousands)	Amount
Balance at January 1, 2021	106,832
C&H Financial Services, Inc. acquisition	13,804
Finxera acquisition	245,104
Balance at December 31, 2021	365,740
Final purchase price adjustment for Finxera	(392)
Ovvi acquisition	3,989
Balance at December 31, 2022	$	369,337


(in thousands, except weighted-average data)	December 31, 2022						Weighted-average Useful Life
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Other intangible assets:
ISO and referral partner relationships	$	175,300	$	(24,021)	$	151,279	14.8
Residual buyouts	132,325		(76,316)		56,009		6.6
Customer relationships	96,000		(83,298)		12,702		8.2
Merchant portfolios	76,423		(43,170)		33,253		6.7
Technology	50,963		(18,566)		32,397		8.4
Non-compete agreements	3,390		(3,390)		—		0.0
Trade names	3,183		(2,129)		1,054		11.6
Money transmission licenses(1)	2,100		—		2,100
Total gross carrying value	$	539,684	$	(250,890)	$	288,794	9.7


(in thousands)	Estimated Amortization Expense
Year Ending December 31,
2023	$	53,648
2024	35,872
2025	29,754
2026	28,939
2027	26,675
Thereafter	111,806
Total(1)	$	286,694


(in thousands, except weighted-average data)	Financial Statement Classification	December 31, 2022			December 31, 2021
Operating Lease ROU Assets:
Operating lease ROU Assets	Other noncurrent assets	$	4,593		$	6,262
Operating Lease Obligations:
Operating lease obligations - current	Accounts payable and accrued expenses	$	1,336		$	1,723
Operating lease obligations - noncurrent	Other noncurrent liabilities	4,110			5,596
Total operating lease obligations		$	5,446		$	7,319

Weighted-average remaining lease term in years		4.4			4.9
Weighted-average discount rate		6.9		%	6.9		%


(in thousands)
Year Ending December 31,	Amount Due
2023	$	1,704
2024	1,308
2025	1,188
2026	1,302
2027	958
Thereafter	—
Total future minimum lease payments	6,460
Amount representing interest	(1,014)
Total future minimum lease payments, net of interest	$	5,446


(in thousands)			Revolving Credit Facility
December 31,	Term Facility				Total Principal Due
2023	$	6,200	$	—	$	6,200
2024	6,200		—		6,200
2025	6,200		—		6,200
2026	6,200		12,500		18,700
2027	585,900		—		585,900

Total	$	610,700	$	12,500	$	623,200


	Twelve Months Ended December 31,
(in thousands)	2022		2021		2020
Interest expense(1)	$	53,554	$	36,485	$	44,839


(in thousands)	Year Ended December 31, 2022		Year Ended December 31, 2021
Dividends paid in cash(1)	$	16,800	$	7,460
Accumulated dividends accrued as part of the carrying value of redeemable senior preferred stock	16,794		8,704
Dividends declared	$	33,594	$	16,164


Redemption Date			Redemption Price
Prior to April 27, 2023			100% of liquidation preference (i.e., $1,000 per share) plus any accrued and unpaid dividends and the make-whole amount (i.e., present value of additional 2% of the liquidation preference plus any accrued and unpaid dividends thereon through the redemption date plus 102% of the amount of dividends that will accrue from the redemption date through April 27, 2023)
April 27, 2023 - April 26, 2024			102% of the sum of the (a) outstanding liquidation preference plus (b) any accrued and unpaid dividends through and including the applicable redemption date
April 27, 2024 and thereafter			100% of the sum of the (a) outstanding liquidation preference plus (b) any accrued and unpaid dividends through and including the applicable redemption date


(in thousands)	For the Years Ended December 31,
	2022		2021		2020
U.S. current income tax expense (benefit)
Federal	$	10,411	$	(2,321)	$	4,766
State and local	2,546		(379)		3,173
Foreign	349		1		—
Total current income tax (benefit) expense	$	13,306	$	(2,699)	$	7,939
U.S. deferred income tax expense (benefit)
Federal	$	(5,001)	$	(1,343)	$	3,875
State and local	(2,970)		(1,213)		(915)
Foreign	15		(3)		—
Total deferred income tax (benefit) expense	$	(7,956)	$	(2,559)	$	2,960
Total income tax expense (benefit)	$	5,350	$	(5,258)	$	10,899


	As of December 31,
(in thousands)	2022		2021
Deferred Tax Assets:
Accruals and reserves	$	1,510	$	1,751

Intangible assets	15,600		9,673
Net operating loss carryforwards	749		820
Interest limitation carryforwards	15,142		10,786
Other	4,107		3,332
Gross deferred tax assets	37,108		26,362
Valuation allowance	(15,462)		(10,781)
Total deferred tax assets	21,646		15,581
Deferred Tax Liabilities:
Prepaid assets	(1,101)		(1,191)
Investments in partnership	(41)		—
Property and equipment	(4,057)		(6,125)
Total deferred tax liabilities	(5,199)		(7,316)
Net deferred tax assets	$	16,447	$	8,265


(in thousands)
Balance as of January 1, 2022	$	537
Additions based on tax positions related to the current year	—
Additions based on positions of prior years	—
Reductions for tax positions of prior years	(66)
Reductions related to lapse of the applicable statutes of limitations	(169)
Settlements	—
Balance as of December 31, 2022	$	302


	Years Ended December 31,
in thousands, except share data, which is in whole units	2022		2021
Number of shares purchased(1)	1,309,374		162,715
Average price paid per share	$	4.42	$	5.87
Total Investment(1)	$	5,791	$	1,023






Common Stock available for issuance at January 1, 2020						4,796,176
Stock options granted						(15,000)
Stock options forfeited						220,045
RSUs granted						(1,031,740)
RSU granted with performance goals that have not been determined						(128,624)
RSUs forfeited						21,277
Common Stock available for issuance at December 31, 2020						3,862,134

Stock options forfeited						50,589
Stock options expired						53,870
RSUs granted						(711,987)
RSUs forfeited						1,957
Shares withheld for taxes(1)						106,477
Common Stock available for issuance at December 31, 2021						3,363,040
New shares authorized for issuance						2,500,000
Stock options forfeited						221,733
RSUs granted						(3,223,949)
RSUs forfeited						353,196
Shares withheld for taxes(1)						291,266
Common Stock available for issuance at December 31, 2022						3,505,286


	Number of Shares	Weighted-average Exercise Price		Weighted-average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)















Outstanding, December 31, 2021	1,227,625	$	6.90


Forfeited	(221,733)	6.95

Outstanding, December 31, 2022	1,005,892	6.88		5.7 years	$	42

Exercisable at December 31, 2022	998,392	$	6.92	5.7 years	$	21