i3 Verticals, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our Chief Executive Officer and Chief Financial Officer, with the participation of other members of management, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act, as of the end of the period covered by this report. Based on such evaluations, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective (at the reasonable assurance level) to ensure that the information required to be included in this report has been recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that the information required to be included in this report was accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Management's Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management, including the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of September 30, 2025. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013) . Based on such assessment our management has concluded that, as of September 30, 2025, our internal control over financial reporting is effective based on those criteria. Our internal control over financial reporting as of September 30, 2025 has been audited by the independent registered public accounting firm, Deloitte & Touche LLP, who also audited our financial statements. The attestation report on our internal control over financial reporting from Deloitte & Touche LLP appears below. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting during the three months ended September 30, 2025 that materially affected, or which are reasonably likely to materially affect, our internal control over financial reporting. 136 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of i3 Verticals, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of i3 Verticals, Inc. and subsidiaries (the "Company") as of September 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended September 30, 2025 , of the Company and our report dated November 21, 2025, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Nashville, Tennessee November 21, 2025 137 Item 9B. Other Information None. Without limiting the generality of the foregoing, during the three months ended September 30, 2025, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement,” or any “non-Rule 10b-5 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regrading Foreign Jurisdictions that Prevent Inspections Not applicable. 138 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated herein by reference to the Proxy Statement for the 2026 annual meeting of the stockholders, which will be filed with the SEC within 120 days after the end of the fiscal year ended September 30, 2025. Code of Conduct We have adopted a Corporate Code of Conduct that applies to all of our directors, officers and employees. Our Board of Directors expects its members, as well as our officers and employees, to act in accordance with the highest standards of ethical business conduct. The Corporate Code of Conduct, as well as the charters of the, Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, are available on the Investor Relations section of our website at www.i3Verticals.com under the captions “Investors” and “Corporate Governance.” Upon the written request of any person, we will furnish, without charge, a copy of any of these documents. Requests should be directed to i3 Verticals, Inc., 40 Burton Hills Blvd., Suite 415, Nashville, Tennessee 37215, Attention: Paul Maple, General Counsel. We intend to disclose any amendments to our Corporate Code of Conduct and any waiver from a provision of our code, as required by the SEC, on our website. Insider Trading Arrangements and Policies We have adopted an Insider Trading Policy governing transactions in our securities by our directors, officers and employees, as well as by the Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq listing standards. The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy attached hereto as Exhibit 19.1. Item 11. Executive Compensation The information required by this item is incorporated herein by reference to the Proxy Statement for the 2026 annual meeting of the stockholders, which will be filed with the SEC within 120 days after the end of the fiscal year ended September 30, 2025. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated herein by reference to the Proxy Statement for the 2026 annual meeting of the stockholders, which will be filed with the SEC within 120 days after the end of the fiscal year ended September 30, 2025. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated herein by reference to the Proxy Statement for the 2026 annual meeting of the stockholders, which will be filed with the SEC within 120 days after the end of the fiscal year ended September 30, 2025. 139 Item 14. Principal Accounting Fees and Services The information required by this item is incorporated herein by reference to the Proxy Statement for the 2026 annual meeting of the stockholders, which will be filed with the SEC within 120 days after the end of the fiscal year ended September 30, 2025. 140 PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1) Consolidated Financial Statements See Index to Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. (a)(2) Financial Statement Schedules All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements. (a)(3) Exhibits The documents set forth below are filed herewith or incorporated herein by reference to the location indicated. Exhibit Number Exhibit Description Incorporated by Reference Form File No. Exhibit Filing Date 2.1# Securities Purchase Agreement, dated as of June 26, 2024, by and among i3 Verticals, LLC, i3 Holdings Sub, Inc., Payroc Buyer, LLC, Payroc WorldAccess, LLC, solely for purposes of certain terms set forth therein, and i3 Verticals, Inc., solely for purposes of certain terms set forth therein. 8-K 001-38532 2.1 6/26/24 2 .2# Securities Purchase Agreement, dated as of May 5, 2025, by and among i3 Verticals, LLC, i3 Healthcare Solutions, LLC and Infinx, Inc. 8-K 001-38532 2.1 5/6/25 3.1 Amended and Restated Certificate of Incorporation of i3 Verticals, Inc. 8-K 001-38532 3.1 6/25/18 3.2 Amended and Restated Bylaws 8-K 001-38532 3.2 11/16/22 4.1 Specimen Stock Certificate evidencing the shares of Class A common stock S-1 333-225214 4.1 5/25/18 4.2 Description of Securities 10-K 001-38532 4.2 11/22/19 10.1 Form of Tax Receivable Agreement S-1 333-225214 10.2 5/25/18 10.2 Form of Registration Rights Agreement S-1 333-225214 10.3 5/25/18 10.3 Limited Liability Company Agreement of i3 Verticals, LLC 8-K 001-38532 10.3 6/25/18 10. 4 + 2018 Equity Incentive Plan S-1 333-225214 10.24 5/25/18 10. 5 + Form of Restricted Stock Award Agreement under 2018 Equity Incentive Plan S-1 333-225214 10.25 5/25/18 10. 6 + Form of Restricted Stock Unit Award Agreement under 2018 Equity Incentive Plan 10-K 001-38532 10.7 11/25/24 10. 7 + Form of Stock Option Award Agreement under 2018 Equity Incentive Plan S-1 333-225214 10.26 5/25/18 10. 8 + Employment Agreement, effective as of May 5, 2014, by and between Charge Payment, LLC and Clay M. Whitson S-1 333-225214 10.27 5/25/18 10. 9 + Change in Control Agreement, dated as of May 10, 2017, by and between i3 Verticals, LLC and Paul Maple S-1 333-225214 10.28 5/25/18 10.1 0 + Form of Indemnification Agreement S-1 333-225214 10.29 5/25/18 10.1 1 + i3 Verticals, Inc. 2020 Acquisition Equity Incentive Plan 8-K 001-38532 10.1 9/9/20 10.1 2 + Form of Restricted Stock Award Agreement under i3 Verticals, Inc. 2020 Acquisition Equity Incentive Plan 8-K 001-38532 10.2 9/9/20 10.1 3 + Form of Restricted Stock Unit Award Agreement under i3 Verticals, Inc. 2020 Acquisition Equity Incentive Plan 10-K 001-38532 10.17 11/25/24 10.1 4 + Form of Stock Option Award Agreement under 2020 Acquisition Equity Incentive Plan 8-K 001-38532 10.3 9/9/20 10.1 5 + First Amendment to the i3 Verticals, Inc. 2020 Acquisition Equity Incentive Plan 8-K 001-38532 10.1 5/10/21 10. 16 + Form of Performance-based Restricted Stock Unit Award Agreement under 2018 Equity Incentive Plan 10-K 001-38532 10.29 11/18/22 10. 17 First Amendment to Tax Receivable Agreement, by and among i3 Verticals, Inc., i3 Verticals, LLC and the members of i3 Verticals, LLC party thereto 10-K 001-38532 10.30 11/18/22 10.18 Credit Agreement, dated as of May 8, 2023, among i3 Verticals, LLC, the guarantor and lender parties thereto and JPMorgan Chase Bank, N.A., as administrative agent 10-Q 001-38532 10.1 5/10/23 10.19 First Amendment to Credit Agreement, dated as of June 26, 2024, by and among i3 Verticals, LLC, the guarantors and lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent 8-K 001-38532 10.1 6/26/24 10.20 Security and Pledge Agreement, dated as of May 8, 2023, among i3 Verticals, LLC, the obligor parties thereto and JPMorgan Chase Bank, N.A., as administrative agent 10-Q 001-38532 10.2 5/10/23 10.21 A mendment No. 1 to Limited Liability Company Agreement of i3 Verticals, LLC, dated January 23, 2025 10-Q 001-38532 10.1 2/7/25 10.22 Letter Agreement re. Credit Agreement, dated February 11, 2025, by and among i3 Verticals, LLC, the guarantors and lenders party to the Credit Agreement and JPMorgan Chase Bank, N.A., as administrative agent 10-Q 001-38532 10.2 5/9/25 10.23 Second Amendment to Credit Agreement, dated as of May 5, 2025, by and among i3 Verticals, LLC, the guarantors and lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent 8-K 001-38532 10.1 5/6/25 19.1 Insider Trading Policy of i3 Verticals, Inc. 10-K 001-38532 19.1 11/25/24 21.1* List of subsidiaries of i3 Verticals, Inc. 23.1* Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm 31.1* Certification of Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14a under the Securities Exchange Act of 1934. as amended 31.2* Certification of Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended 32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97 i3 Verticals, Inc. Compensation Recoupment Policy 10-K 001-38532 97 11/22/23 101.INS* XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). ____________________ # Schedules and exhibits have been omitted pursuant to Item 601 of Regulation S-K. i3 Verticals, Inc. hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission. + Denotes a management contract or compensatory plan or arrangement. * Filed herewith. ** Furnished herewith. Item 16. Form 10-K Summary None. 141 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. i3 Verticals, Inc. By: /s/ Gregory Daily Gregory Daily Chief Executive Officer Date: November 21, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ Gregory Daily Chief Executive Officer and Director November 21, 2025 Gregory Daily (Principal Executive Officer) /s/ Clay Whitson Chief Strategy Officer and Director November 21, 2025 Clay Whitson /s/ Geoff Smith Chief Financial Officer November 21, 2025 Geoff Smith (Principal Financial Officer and Principal Accounting Officer) /s/ Elizabeth Seigenthaler Courtney Director November 21, 2025 Elizabeth Seigenthaler Courtney /s/ John Harrison Director November 21, 2025 John Harrison /s/ Decosta Jenkins Director November 21, 2025 Decosta Jenkins /s/ Timothy McKenna Director November 21, 2025 Timothy McKenna /s/ David Morgan Director November 21, 2025 David Morgan /s/ David Wilds Director November 21, 2025 David Wilds 142