i3 Verticals, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During the three months ended June 30, 2025, we issued an aggregate of 368,857 shares of Class A common stock in exchange for an equivalent number of shares of Class B common stock and Common Units pursuant to the terms of the i3 Verticals, LLC Limited Liability Company Agreement. These shares were issued in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. Issuer Purchases of Equity Securities The following table provides information with respect to purchases of shares of the Company’s Class A Common Stock made during the three months ended June 30, 2025 by the Company: ISSUER PURCHASES OF EQUITY SECURITIES Period (a) Total Number of Shares (or Units) Purchased Average Price Paid per Share (or Unit) (a) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (a) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs 4/1/2025 - 4/30/2025 79,013 $ 22.92 79,013 $ 36,708 5/1/2025 - 5/31/2025 — $ — — $ 36,708 6/1/2025 - 6/30/2025 984,713 $ 24.64 984,713 $ 12,445 Total 1,063,726 $ 24.51 1,063,726 $ 12,445 __________________________ a. On August 8, 2024, the Company announced that its Board of Directors had approved a share repurchase program for up to $50.0 million of outstanding shares of Class A common stock. The shares of Class A common stock repurchased during the three months ended June 30, 2025, as reflected in the table above were repurchased under this share repurchase program. This share repurchase program terminated on August 8, 2025. On August 7, 2025, the Company announced that its Board of Directors had approved a new share repurchase program for the Company’s Class A common stock which replaced the terminated share repurchase program referenced above, under which the Company may repurchase up to $50.0 million of outstanding shares of Class A common stock. During the three months ended June 30, 2025, the Company purchased 1,063,726 of its outstanding shares of Class A common stock at an average price of $24.51 for a total cost of $26.4 million. When the Company repurchases shares of Common Stock, the amount paid to repurchase the shares in excess of the par or stated value is allocated to additional paid-in-capital unless subject to limitation or the balance in additional paid-in-capital is exhausted. Remaining amounts are recognized as a reduction in retained earnings. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.