Priority Technology Holdings, Inc. Announces Change of Independent Auditor: Dismissal of Ernst & Young LLP, Engagement of KPMG LLP

Priority Technology Holdings, Inc. (“Priority” or the “Company”; NASDAQ: PRTH) has released a significant regulatory filing that may be of interest to shareholders and investors. The Company announced a change in its independent registered public accounting firm, a development that could have implications for investor confidence and share value.

Key Points from the Report

• Dismissal of Ernst & Young LLP: On March 11, 2026, the Audit Committee of Priority’s Board of Directors approved the immediate dismissal of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm.
• Engagement of KPMG LLP: On the same date, KPMG LLP (“KPMG”) was appointed as the new independent registered public accounting firm for Priority.
• No Adverse Opinions or Disagreements: EY’s reports for the fiscal years ended December 31, 2025 and 2024 did not contain adverse opinions or disclaimers, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. There were no disagreements between EY and the Company on accounting matters, financial disclosure, or auditing procedures that would have caused EY to reference them in its reports.
• Reportable Event – Internal Controls: The only reportable event was a material weakness in the Company’s internal controls over financial reporting, specifically concerning automated controls (including IT general controls) for tools/applications involved in processing third-party data. This issue was previously disclosed by Priority in its SEC filings throughout 2025 and was subsequently remediated, as reported in the Company’s Annual Report for the year ended December 31, 2025.
• EY’s Confirmation: EY has provided a letter to the SEC stating its agreement with the Company’s statements concerning the auditor transition and confirming no basis to disagree with other statements.
• No Prior Consultation with KPMG: During the relevant fiscal years and interim periods, neither Priority nor anyone acting on its behalf consulted with KPMG regarding any accounting principles, audit opinions, or reportable events.

Shareholder-Relevant and Potentially Price-Sensitive Information

• Auditor Change: The replacement of one of the “Big Four” accounting firms (EY) with KPMG is a major event. Auditor transitions typically draw investor scrutiny, as they may reflect changes in the Company’s governance, accounting practices, or responses to prior issues.
• Internal Controls Weakness (Remediated): The previously reported material weakness in internal controls, which involved automated IT controls for handling third-party processor data, was significant enough to be flagged in multiple SEC filings. The Company asserts this weakness has been remediated, which is positive, but investors may wish to assess whether similar risks could arise in the future.
• Clean Audit Reports: EY’s audit reports for 2024 and 2025 were clean, with no adverse opinions or unresolved disagreements. This should provide reassurance to shareholders regarding the integrity of the Company’s financial statements for those periods.
• EY’s Cooperation: EY has agreed to fully cooperate with KPMG regarding inquiries about the material weakness, adding transparency to the transition process.

Additional Details for Investors

• Company Information: Priority Technology Holdings, Inc. is incorporated in Delaware, with headquarters at 2001 Westside Parkway, Suite 155, Alpharetta, GA 30004. The Company’s common stock trades on NASDAQ under the symbol “PRTH”.
• Previous Name: The Company was formerly known as M I Acquisitions, Inc. until September 18, 2015.
• Fiscal Year-End: December 31.
• Emerging Growth Company Status: Priority is not classified as an emerging growth company.
• Exhibits: The filing includes an EY letter confirming the statements described above, and an XBRL data file for regulatory compliance.

Potential Impact on Share Price

Auditor changes can be viewed as both a risk and an opportunity. While Priority’s clean audit history and remediation of its internal controls weakness are reassuring, investors will be watching KPMG’s first audit closely for any new findings or changes in accounting policy. The resolved material weakness should reduce risk, but the transition itself may cause short-term volatility as the market digests the news. Shareholders and analysts should monitor future SEC filings for updates from KPMG and assess whether the Company’s remediation efforts remain effective.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell securities. Investors should conduct their own due diligence and consult with professional advisors before making investment decisions. The information presented is based on Priority Technology Holdings, Inc.’s SEC filings and is subject to change. Past performance and clean audit reports do not guarantee future results.

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