Priority Technology Holdings, Inc. 8-K

What Happened
Priority Technology Holdings, Inc. (PRTH) filed an 8‑K reporting that on March 11, 2026 the Audit Committee approved the immediate dismissal of Ernst & Young LLP (EY) as the company’s independent registered public accounting firm and engaged KPMG LLP as its successor auditor the same day. EY’s audit reports for the fiscal years ended December 31, 2025 and 2024 were not qualified or modified, and there were no disagreements between the company and EY during those periods except for a previously disclosed material weakness in internal control over financial reporting related to certain automated controls and IT general controls for third‑party processor data ingestion. That material weakness was reported as remediated in the company’s Form 10‑K for the year ended December 31, 2025 (filed March 10, 2026). EY has been authorized to respond to KPMG’s inquiries about that matter, and EY’s letter to the SEC is attached as Exhibit 16.1.

Key Details

• Dismissal and engagement effective March 11, 2026: EY dismissed; KPMG engaged as independent registered public accounting firm.
• EY’s prior reports for FY2025 and FY2024 were unmodified except for the previously disclosed material weakness in automated/IT controls.
• The material weakness was reported remediated in the Form 10‑K for the year ended December 31, 2025 (filed March 10, 2026).
• Neither the company nor anyone on its behalf consulted KPMG on accounting or auditing matters for 2024, 2025 or the interim period through March 11, 2026.

Why It Matters
A change in independent auditors is a material corporate governance event investors track because it can affect financial reporting continuity and audit oversight. Here, the company states EY’s prior opinions were not qualified and the only reportable item (a material weakness in certain automated and IT controls) was disclosed previously and subsequently remediated, which reduces immediate concern. Investors should note the engagement of KPMG and monitor upcoming filings and the next audited financial statements for any changes in audit scope, timing, or disclosures.