Full Report

Key Points

  • Thomas Priore is a prominent fintech executive, serving as Chairman and CEO of Priority Technology Holdings, Inc., a payments technology company he founded in 2005, which reported $879.7 million in annual revenue as of 2025.
  • He has a background in finance, including roles at Guggenheim Securities and PaineWebber, with degrees from Harvard and Columbia.
  • Significant past allegations include a 2010 SEC lawsuit against Priore and his firm ICP Asset Management for fraud in managing collateralized debt obligations (CDOs), resulting in a 2012 settlement where he paid over $1.5 million in disgorgement, interest, and penalties.
  • Priority Technology Holdings and related entities have faced multiple lawsuits, including class actions for deceptive practices in payment processing and FTC actions for enabling fraudsters.
  • Recent developments include a 2025 buyout proposal by Priore to take Priority private, valued at $510-520 million, which has drawn opposition from some investors.
  • Positive highlights include Priority’s growth in fintech, partnerships with entities like the Minnesota Wild NHL team, and recognition by Forbes as a successful small-cap company.
  • Overall, while Priore has built a successful payments firm, historical legal issues and ongoing disputes raise concerns about ethical practices and investor risks.

Overview

Thomas Priore is an American businessman and fintech leader, best known as the founder, Chairman, and Chief Executive Officer of Priority Technology Holdings, Inc. (NASDAQ: PRTH), a unified payments technology company established in 2005. The company provides payment processing, banking solutions, and unified commerce platforms, handling over $135 billion in transactions annually and serving merchants, banks, and businesses worldwide. Priore’s career began in fixed-income sales and trading at PaineWebber (now UBS), where he rose to Vice President over eight years, followed by a role at Guggenheim Securities from 1999 to 2003, leading structured finance trading. He founded ICP Capital in 2003, an investment firm focused on structured credit, and later Triaxx Asset Management, managing multibillion-dollar CDOs invested in mortgage-backed securities. Priore holds a bachelor’s degree from Harvard University and an MBA from Columbia University. Under his leadership, Priority has expanded into areas like B2B payments, embedded finance, and sports ticketing, positioning it as a key player in the fintech space with a focus on collaboration between fintechs and traditional banks.

Allegations and Concerns

  • SEC Fraud Allegations (2010-2012): The U.S. Securities and Exchange Commission accused Priore and ICP Asset Management of violating securities laws by engaging in fraudulent trades for Triaxx CDOs, causing tens of millions in losses through inflated prices, unlicensed activities, and misrepresentations to investors and trustees. This included overpaying for securities to benefit other clients and hiding profits in advisory fees.
  • FTC Action Against Priority (2019): The Federal Trade Commission alleged that Priority facilitated payment processing for fraudsters, leading to consumer losses and resulting in an $18 million judgment and a permanent ban on certain processing activities.
  • Class-Action Lawsuits: A 2021 class action (Braids-R-Us v. Priority Payment) claimed fraudulent sales practices by Priority and its agents, including deceptive representations in card processing services. Another suit alleges deceptive omissions in payment processing contracts.
  • Other Disputes: A 2023 case (Company.Com v. Priority) involved claims over unpaid millions in minimum payments under a contract. Red flags include Priore’s alleged attempts to transfer assets ahead of the SEC lawsuit and a lack of public response to victim concerns.

Customer Feedback

Customer feedback on Priority Payments is mixed, with negative reviews often centering on billing disputes and service issues, while positive ones highlight efficiency. Specific examples from reviews (aggregated from complaint sites and forums):

  • Negative: Complaints about unauthorized fees and poor customer service, such as “Hundreds of complaints regarding the fraudulent sales practices of Priority and its agents” from a class-action filing. Another user reported, “Priority has facilitated payment processing for numerous fraudsters, causing serious losses,” per FTC documentation.
  • Positive: Business owners praise fast access to capital and transaction processing, with one noting, “Priority offers fast access to capital for business owners” in growth funding contexts. Recent articles cite strong EBITDA growth (10.7% in Q1 2025) and merchant satisfaction in B2B payments. No direct quotes from individual consumers were found in X posts, but business partnerships like with the Minnesota Wild suggest operational reliability.

Risk Considerations

  • Financial Risks: Potential for losses due to inflated trades or deceptive fees, as seen in CDO mismanagement and payment processing disputes, which could lead to overpayments or unexpected costs for clients. The 2025 buyout proposal may undervalue shares, prompting investor opposition and market volatility.
  • Reputational Risks: Association with fraud allegations could deter partners, as evidenced by SEC and FTC actions; Priore’s focus on “fake PR” amid unresolved complaints amplifies this.
  • Legal Risks: Ongoing exposure to lawsuits, fines, and regulatory scrutiny, including potential disgorgement of gains from past violations. Tightening fintech regulations could overwhelm operations if compliance falters.

Business Relations and Associations

  • Key Partnerships: Priority has collaborated with banks for embedded finance, the Minnesota Wild for ticketing infrastructure, and platforms like Pipe for business funding. It emphasizes fintech-bank synergies for B2B payments.
  • People Involved: Priore’s brother, John Priore, serves as Vice Chairman of Priority. Past associations include ICP entities (e.g., ICP Securities, Triaxx Asset Management) and clients in structured finance. Legal advisors like McDermott Will & Emery are involved in the 2025 buyout. No major adversarial relations beyond lawsuits were noted.

Legal and Financial Concerns

  • Lawsuits: SEC v. ICP/Priore (2010-2012) for fraud, settled with $1.5M+ payments. FTC v. Priority (2019) for aiding fraud, $18M judgment. Class actions like Braids-R-Us (2021) and others for deceptive practices. A 2015 bankruptcy-related case tied to ICP fraud aiding.
  • Financial Issues: Alleged unpaid debts in Company.Com dispute (millions owed). No bankruptcy records for Priore personally, but ICP entities faced liquidation post-SEC action. Priority’s undervaluation in public markets cited in buyout proposal.

Risk Assessment Table

Risk Type Factors Involved Severity (Low/Medium/High)
Financial Inflated trades, deceptive fees, potential undervaluation in buyout High
Reputational Past fraud allegations, unresolved complaints, regulatory settlements High
Legal Ongoing lawsuits, FTC/SEC violations, compliance with tightening fintech regs High
Operational Dependence on partnerships, transaction volume risks in payments processing Medium
Market Investor opposition to privatization, economic cycles affecting cash flow Medium

Conclusion

Thomas Priore demonstrates strong entrepreneurial acumen in scaling Priority from a startup to a near-billion-dollar revenue fintech firm, leveraging expertise in payments and structured finance to drive innovations like unified commerce and B2B solutions. Pros include his track record of revenue growth (e.g., 10.7% EBITDA increase in 2025), strategic partnerships, and foresight in fintech trends like connected commerce. Cons revolve around historical ethical lapses, as evidenced by SEC fraud charges and FTC penalties, which suggest a pattern of prioritizing short-term gains over transparency. Cautionary advice: Investors or partners should conduct thorough due diligence on contracts and compliance; monitor the 2025 buyout for fair valuation; and weigh Priore’s successes against regulatory risks, as fintech scrutiny intensifies. Overall, while Priority thrives operationally, associating with Priore carries elevated risks balanced by potential high rewards in a growing sector.