Business Context and Reporting Period
This Form 8-K Current Report was filed by Priority Technology Holdings, Inc. (PRTH) on March 11, 2026. The filing addresses a change in the company's independent registered public accounting firm.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance and audit firm transitions.
Material Changes
- Dismissal of Auditor: The Audit Committee approved the immediate dismissal of Ernst & Young LLP (EY) as the independent registered public accounting firm effective March 11, 2026.
- Engagement of New Auditor: KPMG LLP was engaged as the new independent registered public accounting firm on March 11, 2026.
- Audit History: EY's reports for fiscal years 2024 and 2025 did not contain adverse opinions, disclaimers, or qualifications.
Outlook, Risks, and Contingencies
Reportable Events and Internal Controls: The filing discloses a specific "reportable event" regarding material weaknesses in internal control over financial reporting. These weaknesses related to the design and operation of automated controls for third-party data ingestion. The company states this weakness was remediated as reported in the 2025 Annual Report on Form 10-K filed on March 10, 2026.
Disagreements: The company confirmed there were no disagreements with EY regarding accounting principles, practices, or audit scope during the relevant periods, aside from the previously disclosed and remediated material weakness.
Consultations: No consultations were held with KPMG regarding accounting principles or reportable events prior to their engagement.
Investor Verification Checklist
- Verify the content of the letter from Ernst & Young LLP (Exhibit 16.1) to confirm their agreement with the company's statements regarding the dismissal.
- Review the 2025 Annual Report on Form 10-K (filed March 10, 2026) to confirm the details of the remediated material weakness in internal controls.
- Monitor future filings for the first audit opinion issued by KPMG LLP.