What changed in this filing

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Item 1. Financial Statements

2026-02-06 compared with 2025-08-08 · 375 added, 592 removed, 788 unchanged (55% of the section changed)

3 unchanged sentences

(In thousands, except share amounts)

June 30, September 30,

December 31, September 30,

Current assets

3 unchanged sentences

Prepaid expenses and other current assets 13,654 12,075

Current assets held for sale — 5,484

Total current assets 100,389 137,625

7 unchanged sentences

Other assets 7,785 7,140

Long-term assets held for sale — 67,409

Total assets $ 595,931 $ 638,411

2 unchanged sentences

Accounts payable $ 4,112 $ 6,248

Current portion of long-term debt — 26,223

Accrued expenses and other current liabilities 20,743 24,525

2 unchanged sentences

Current portion of operating lease liabilities 1,806 1,827

Current liabilities held for sale — 4,072

Total current liabilities 62,259 70,689

2 unchanged sentences

Other long-term liabilities 15,154 14,844

Long-term liabilities held for sale — 1,427

Total liabilities 112,590 120,688

2 unchanged sentences

Preferred stock, par value $ 0.0001 per share, 10,000,000 shares authorized;

0 shares issued and outstanding as of June 30, 2025 and September 30, 2024

0 shares issued and outstanding as of December 31, 2025 and September 30, 2025

Class A common stock, par value $ 0.0001 per share, 150,000,000 shares authorized;

23,780,915 and 23,882,035 shares issued and outstanding as of June 30, 2025 and September 30, 2024, respectively

22,609,537 and 23,983,125 shares issued and outstanding as of December 31, 2025 and September 30, 2025, respectively

Class B common stock, par value $ 0.0001 per share, 40,000,000 shares authorized;

8,463,204 and 10,032,676 shares issued and outstanding as of June 30, 2025 and September 30, 2024, respectively

8,381,681 and 8,381,681 shares issued and outstanding as of December 31, 2025 and September 30, 2025, respectively

Additional paid-in capital 239,749 271,310

8 unchanged sentences

(In thousands, except share and per share amounts)

Three months ended June 30, Nine months ended June 30,

2025 2024 2025 2024

Three months ended December 31,

Revenue $ 52,671 $ 52,221

7 unchanged sentences

Total operating expenses 51,062 50,168

(Loss) income from operations ( 4,813 ) ( 1,310 ) 2,301 945

Income from operations 1,609 2,053

Other (income) expenses

1 unchanged sentence

Other income ( 561 ) ( 1,826 )

Total other (income) expenses ( 3,795 ) 7,906 ( 5,088 ) 20,157

(Loss) income before income taxes ( 1,018 ) ( 9,216 ) 7,389 ( 19,212 )

(Benefit from) provision for income taxes ( 22 ) 5,191 3,272 3,153

Net (loss) income from continuing operations ( 996 ) ( 14,407 ) 4,117 ( 22,365 )

Net income from discontinued operations, net of income taxes 19,421 6,109 18,185 18,951

Net income (loss) 18,425 ( 8,298 ) 22,302 ( 3,414 )

Net (loss) income from continuing operations attributable to non-controlling interest ( 586 ) ( 2,608 ) 1,653 ( 4,654 )

Net income from discontinued operations attributable to non-controlling interest 6,129 1,855 5,865 5,809

Net income (loss) attributable to non-controlling interest 5,543 ( 753 ) 7,518 1,155

Net (loss) income from continuing operations attributable to i3 Verticals, Inc.

( 410 ) ( 11,799 ) 2,464 ( 17,711 )

Net income from discontinued operations attributable to i3 Verticals, Inc.

13,292 4,254 12,320 13,142

Net income (loss) attributable to i3 Verticals, Inc.

Total other income ( 180 ) ( 1,146 )

Income before income taxes 1,789 3,199

Provision for income taxes 704 409

Net income from continuing operations 1,085 2,790

Net (loss) income from discontinued operations, net of income taxes ( 138 ) 318

Net income 947 3,108

Net income from continuing operations attributable to non-controlling interest 509 935

Net (loss) income from discontinued operations attributable to non-controlling interest ( 46 ) 117

Net income attributable to non-controlling interest 463 1,052

Net income from continuing operations attributable to i3 Verticals, Inc.

Net (loss) income from discontinued operations attributable to i3 Verticals, Inc.

Net income attributable to i3 Verticals, Inc.

$ 484 $ 2,056

Net (loss) income per share attributable to Class A common stockholders from continuing operations:

Net income per share attributable to Class A common stockholders from continuing operations:

Basic $ 0.02 $ 0.08

Diluted $ 0.02 $ 0.08

Net income per share attributable to Class A common stockholders from discontinued operations:

Net (loss) income per share attributable to Class A common stockholders from discontinued operations:

Basic $ 0.00 $ 0.01

5 unchanged sentences

Diluted, for discontinued operations 32,056,756 24,031,016

_________________________________________

Refer to Note 3 for discussion of the change in the current and prior period presentation.

See Notes to the Interim Condensed Consolidated Financial Statements

8 unchanged sentences

Net income — — — — — 484 463 947

Redemption of common units in i3 Verticals, LLC 17,577 — ( 17,577 ) — 237 — ( 237 ) —

Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis — — — — 14 — — 14

Exercise of equity-based awards 34,423 — — — 29 — — 29

Repurchases of Class A common stock ( 496,785 ) — — — ( 11,190 ) — — ( 11,190 )

Allocation of equity to non-controlling interests — — — — 293 — ( 293 ) —

Balance at December 31, 2024 23,437,250 2 10,015,099 1 272,532 102,453 136,146 511,134

Equity-based compensation — — — — 3,932 — — 3,932

Net (loss) income — — — — — ( 154 ) 923 769

Adjustments to accrued distributions to non-controlling interest holders

— — — — — — 283 283

Redemption of common units in i3 Verticals, LLC 813,782 — ( 813,782 ) — 11,493 — ( 11,493 ) —

Recapitalization from contribution to i3 Verticals, LLC — — ( 369,256 ) — ( 5,689 ) — 5,689 —

Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis — — — — 143 — — 143

Exercise or release of equity-based awards 149,328 — — — ( 2,179 ) — — ( 2,179 )

Repurchases of Class A common stock ( 13,370 ) — — — ( 423 ) — — ( 423 )

Allocation of equity to non-controlling interests — — — — 3,063 — ( 3,063 ) —

Balance at March 31, 2025 24,386,990 2 8,832,061 1 282,872 102,299 128,485 513,659

Equity-based compensation — — — — 7,396 — — 7,396

Net income — — — — — 12,882 5,543 18,425

Distributions to non-controlling interest holders — — — — — — 93 93

Redemption of common units in i3 Verticals, LLC 368,857 — ( 368,857 ) — 5,340 — ( 5,340 ) —

Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis — — — — 281 — — 281

Exercise of equity-based awards 88,794 — — — ( 1,644 ) — — ( 1,644 )

Exercise or release of equity-based awards 149,250 — — — ( 2,283 ) — — ( 2,283 )

Repurchases of Class A common stock ( 1,522,838 ) — — — ( 38,317 ) — — ( 38,317 )

Allocation of equity to non-controlling interests — — — — 3,861 — ( 3,861 ) —

Balance at June 30, 2025 23,780,915 $ 2 8,463,204 $ 1 $ 268,111 $ 115,181 $ 127,826 $ 511,121

See Notes to the Interim Condensed Consolidated Financial Statements

i3 Verticals, Inc.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) (CONTINUED)

(In thousands, except share amounts)

Class A Common Stock Class B Common Stock Additional Paid-In Capital Retained Earnings (Deficit) Non-Controlling Interest Total Equity

Balance at December 31, 2025 22,609,537 $ 2 8,381,681 $ 1 $ 239,749 $ 118,754 $ 124,835 $ 483,341

Class A Common Stock Class B Common Stock Additional Paid-In Capital Retained Earnings

Non-Controlling Interest Total Equity

Shares Amount Shares Amount

2 unchanged sentences

Net income — — — — — 2,056 1,052 3,108

Exercise of equity-based awards 25,898 — — — ( 10 ) — — ( 10 )

Sale of exchangeable note hedges — — — — 1,483 — — 1,483

Repurchases of warrants — — — — ( 657 ) — — ( 657 )

Allocation of equity to non-controlling interests — — — — ( 2,450 ) — 2,450 —

Balance at December 31, 2023 23,279,170 2 10,093,394 1 254,562 ( 11,846 ) 94,437 337,156

Equity-based compensation — — — — 5,777 — — 5,777

Net income — — — — — 1,878 1,470 3,348

Redemption of common units in i3 Verticals, LLC 17,577 — ( 17,577 ) — 237 — ( 237 ) —

Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis — — — — 14 — — 14

Exercise of equity-based awards 96,630 — — — ( 223 ) — — ( 223 )

Allocation of equity to non-controlling interests — — — — ( 1,300 ) — 1,300 —

Balance at March 31, 2024 23,416,518 2 10,052,676 1 259,242 ( 9,968 ) 96,823 346,100

Equity-based compensation — — — — 5,102 — — 5,102

Net loss — — — — — ( 7,545 ) ( 753 ) ( 8,298 )

Distributions to non-controlling interest holders — — — — — — ( 839 ) ( 839 )

Redemption of common units in i3 Verticals, LLC 20,000 — ( 20,000 ) — 192 — ( 192 ) —

Establishment of liabilities under a tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis — — — — 4,300 — — 4,300

Exercise of equity-based awards 6,180 — — — ( 450 ) — — ( 450 )

Exercise or release of equity-based awards 34,423 — — — 29 — — 29

Repurchases of Class A common stock ( 496,785 ) — — — ( 11,190 ) — — ( 11,190 )

Allocation of equity to non-controlling interests — — — — 293 — ( 293 ) —

Balance at June 30, 2024 23,442,698 $ 2 10,032,676 $ 1 $ 267,176 $ ( 17,513 ) $ 96,249 $ 345,915

Balance at December 31, 2024 23,437,250 $ 2 10,015,099 $ 1 $ 272,532 $ 102,453 $ 136,146 $ 511,134

See Notes to the Interim Condensed Consolidated Financial Statements

2 unchanged sentences

(In thousands)

Nine months ended June 30,

Three months ended December 31,

Cash flows from operating activities:

Net income (loss) $ 22,302 $ ( 3,414 )

Net income $ 947 $ 3,108

Adjustments to reconcile net income (loss) from operating activities:

2 unchanged sentences

Amortization of debt issuance costs 216 280

Gain on repurchase of exchangeable notes — ( 2,397 )

Loss on sale of exchangeable senior note hedges — 245

Gain on repurchases of warrants — ( 105 )

Provision for deferred income taxes ( 71 ) ( 715 )

Adjustments to gain on sale of Merchant Services Business 661 —

Gain on sale of Healthcare RCM Business ( 25,960 ) —

Non-cash lease expense 539 864

8 unchanged sentences

Accrued expenses and other current liabilities ( 4,710 ) ( 5,899 )

Acquisition escrow obligations ( 2,174 ) ( 1,820 )

Deferred revenue ( 862 ) 3,833

2 unchanged sentences

Contingent consideration paid in excess of original estimates — ( 60 )

Net cash (used in) provided by operating activities ( 8,276 ) 33,266

Net cash provided by operating activities 14,123 11,495

Cash flows from investing activities:

2 unchanged sentences

Expenditures for capitalized software ( 1,965 ) ( 2,410 )

Purchases of merchant portfolios and residual buyouts ( 12 ) ( 4,585 )

Acquisitions of businesses, net of cash and restricted cash acquired ( 11,000 ) ( 1,100 )

Proceeds from sale of Healthcare RCM Business, net of cash sold 96,102 —

Payments for other investing activities — ( 39 )

Proceeds from other investing activities — 8

Net cash provided by (used in) investing activities 78,774 ( 16,755 )

See Notes to the Interim Condensed Consolidated Financial Statements

i3 Verticals, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)

(In thousands)

Nine months ended June 30,

Net cash used in investing activities ( 1,832 ) ( 1,418 )

Cash flows from financing activities:

1 unchanged sentence

Payments on revolving credit facility ( 612 ) ( 1,743 )

Payments to extinguish exchangeable notes ( 26,223 ) —

Payments for repurchase of exchangeable notes — ( 87,840 )

Proceeds from sale of exchangeable senior note hedges — 1,238

Payments for repurchases of warrants — ( 552 )

Payments of debt issuance costs ( 249 ) ( 906 )

Payments for repurchases of Class A common stock ( 37,938 ) ( 11,190 )

Net payments for settlement obligations ( 614 ) ( 3,518 )

Cash paid for contingent consideration ( 800 ) ( 760 )

Net proceeds from settlement obligations 989 573

Payments for required distributions to members or on behalf of members for tax obligations ( 23 ) —

Payments for required distributions to members under the Tax Receivable Agreement ( 9,954 ) —

Proceeds from stock option exercises 129 150

1 unchanged sentence

Net cash used in financing activities ( 40,451 ) ( 10,467 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 33,785 ) 1,296

Net decrease in cash, cash equivalents and restricted cash ( 28,160 ) ( 390 )

Cash, cash equivalents and restricted cash at beginning of period 67,333 89,597

2 unchanged sentences

Cash paid for interest $ 165 $ 59

Cash paid for income taxes $ 35,112 $ 6,984

Cash paid for income taxes, net of refunds $ 870 $ 50

See Notes to the Interim Condensed Consolidated Financial Statements

i3 Verticals, Inc.

40 unchanged sentences

In addition, immediately prior to the sale of the equity interests of the Healthcare RCM Acquired Entities pursuant to the Healthcare RCM Purchase Agreement, i3 Verticals, LLC and certain of its subsidiaries contributed and/or assigned certain assets and certain liabilities related to the Healthcare RCM Business to the Healthcare RCM Acquired Entities.

The purchase price payable by Healthcare RCM Buyer to Healthcare RCM Seller for the equity interests of the Healthcare RCM Acquired Entities was $ 96,443 , paid in cash at closing.

The final purchase price is subject to post-closing net working capital and other purchase price adjustments as provided in the Healthcare RCM Purchase Agreement.

The purchase price payable by Healthcare RCM Buyer to Healthcare RCM Seller for the equity interests of the Healthcare RCM Acquired Entities was $ 96,252 , paid in cash at closing, after giving effect to post-closing net working capital, indebtedness and cash adjustments.

The Healthcare RCM Business comprised the majority of the Company's former Healthcare segment.

i3 VERTICALS, Inc.

5 unchanged sentences

Revenue earned under the Infinx TSA and Infinx ELA are reported in other income and expenses incurred for which the Company is reimbursed through the Infinx TSA and Infinx ELA are reported in selling, general and administrative expenses within the Company's condensed consolidated statements of operations.

Income under the Infinx TSA and Infinx ELA during the three and nine months ended June 30, 2025 was $ 3,919 .

Aggregate costs incurred related to the sale of the Healthcare RCM Business during the nine months ended June 30, 2025 that were not considered incremental direct costs to transact the sale, were approximately $ 1,332 and were expensed as incurred.

Income under the Infinx TSA during the three months ended December 31, 2025 was $ 134 .

Aggregate costs incurred related to the sale of the Healthcare RCM Business during the year ended September 30, 2025 that were not considered incremental direct costs to transact the sale, were approximately $ 1,332 and were expensed as incurred.

These costs were primarily incurred during the third fiscal quarter of the fiscal year ended September 30, 2025 and include fees for third-party advisory, consulting, legal and professional services, as well as other items associated with the sale of the Healthcare RCM Business.

The expenses are reflected within selling, general and administrative expenses within the Company's condensed consolidated statements of operations.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

The financial results of the Healthcare RCM Business are included in income from discontinued operations, net of income taxes on the Company’s condensed consolidated statements of operations.

The following table presents the assets and liabilities of the Healthcare RCM Business as of September, 30, 2024:

September 30,

Current assets

Cash and cash equivalents $ 16

Accounts receivable, net 5,209

Prepaid expenses and other current assets 259

Total current assets 5,484

Property and equipment, net 389

Capitalized software, net 4,609

Goodwill 37,690

Intangible assets, net 22,068

Operating lease right-of-use assets 2,623

Other assets 30

Total assets $ 72,893

Liabilities and equity

Current liabilities

Accounts payable $ 484

Accrued expenses and other current liabilities 1,720

Deferred revenue 668

Current portion of operating lease liabilities 1,200

Total current liabilities 4,072

Operating lease liabilities, less current portion 1,427

Total liabilities $ 5,499

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

The following table presents financial results of Healthcare RCM Business for the three and nine months ended June 30, 2025 and 2024:

Three months ended June 30, Nine months ended June 30,

2025 2024 2025 2024

The following table presents financial results of Healthcare RCM Business for the three months ended December 31, 2025 and 2024:

Three months ended December 31,

Revenue $ — $ 9,736

5 unchanged sentences

Total operating expenses — 9,090

(Loss) income from operations

( 2,198 ) 641 ( 2,649 ) 2,356

Other income ( 25,960 ) — ( 25,998 ) —

Income before income taxes from discontinued operations

23,762 641 23,349 2,356

Provision for income taxes

4,337 80 4,620 355

Net income from discontinued operations

19,425 561 18,729 2,001

Net income from discontinued operations attributed to non-controlling interest

6,130 192 6,041 710

Net income from discontinued operations attributable to i3 Verticals, Inc.

Income from operations

Other expenses

(Loss) income before income taxes from discontinued operations

(Benefit from) provision for income taxes

Net (loss) income from discontinued operations

Net (loss) income from discontinued operations attributed to non-controlling interest

Net (loss) income from discontinued operations attributable to i3 Verticals, Inc.

$ ( 92 ) $ 339

4 unchanged sentences

The following table presents cash flows from discontinued operations for major captions on the condensed consolidated financial statements:

Nine months ended June 30,

Three months ended December 31, 2024

Depreciation and amortization $ 823

Equity-based compensation $ 208

Gain on sale of Healthcare RCM Business $ ( 25,960 ) $ —

Non-cash lease expense $ 259

Increase (decrease) in non-cash contingent consideration expense from original estimate $ 1,302 $ ( 716 )

Contingent consideration paid in excess of original estimates $ ( 700 ) $ —

Expenditures for property and equipment $ ( 156 ) $ ( 176 )

Increase in non-cash contingent consideration expense from original estimate

Expenditures for capitalized software $ ( 126 )

Proceeds from sale of Healthcare RCM Business, net of cash sold

Cash paid for contingent consideration $ ( 800 ) $ —

The following table presents significant non-cash investing and financing activities for major captions on the consolidated financial statements:

Nine months ended June 30, 2025

Three months ended December 31, 2024

Right-of-use assets obtained in exchange for operating lease obligations $ 266

5 unchanged sentences

The Merchant Services Business comprised the Company's entire former Merchant Services segment and a small portion of the Company's former Software and Services segment.

In connection with the closing of the Merchant Services Transactions, the Company entered into a transition services agreement with Payroc ("Payroc TSA"), pursuant to which, among other things, the Company or affiliates thereof provides certain information technology and operational transition services to Payroc for a period of time after the closing, and a processing services agreement with Payroc ("Payroc PSA"), pursuant to which the parties provide certain payment processing services to customers of each party following the closing in accordance with the terms thereof.

The obligations under the Payroc TSA were substantially complete as of December 31, 2025.

The obligations under the Payroc PSA are planned to be complete is in the first quarter of fiscal 2029.

i3 VERTICALS, Inc.

1 unchanged sentence

(in thousands, except unit, share and per share amounts)

after the closing, and a processing services agreement with Payroc ("Payroc PSA"), pursuant to which the parties provide certain payment processing services to customers of each party following the closing in accordance with the terms thereof.

The obligations under the Payroc TSA are planned to be substantially complete is in the fourth quarter of fiscal 2025.

The obligations under the Payroc PSA are planned to be complete is in the first quarter of fiscal 2029.

Revenue earned under the Payroc TSA and Payroc PSA are reported in other income, and expenses incurred for which the Company is reimbursed through the Payroc TSA and Payroc PSA are reported in selling, general and administrative expenses within the Company's condensed consolidated statements of operations.

Income under the Payroc TSA and Payroc PSA during the three and nine months ended June 30, 2025 was $ 318 and $ 1,274 , respectively.

administrative expenses within the Company's condensed consolidated statements of operations.

Income under the Payroc TSA and Payroc PSA during the three months ended December 31, 2025 and 2024 was $ 31 and $ 495 , respectively.

Aggregate costs incurred related to the Merchant Services Transactions during the year ended September 30, 2024 that were not considered incremental direct costs to transact the sale, were approximately $ 2,626 and were expensed as incurred.

2 unchanged sentences

The financial results of the Merchant Services Business are included in income from discontinued operations, net of income taxes on the Company’s consolidated statements of operations.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

The following table presents financial results of Merchant Services Business for the three and nine months ended June 30, 2025 and 2024:

Three months ended June 30, Nine months ended June 30,

2025 2024 2025 2024

Revenue $ — $ 38,383 $ — $ 111,893

The following table presents financial results of Merchant Services Business for the three months ended December 31, 2024:

Three months ended December 31, 2024

Operating expenses

8 unchanged sentences

Total other expenses 253

(Loss) income before income taxes from discontinued operations ( 4 ) 6,874 ( 661 ) 20,802

Provision for (benefit from) income taxes

— 1,326 ( 117 ) 3,852

Net (loss) income from discontinued operations ( 4 ) 5,548 ( 544 ) 16,950

Net (loss) income from discontinued operations attributed to non-controlling interest ( 1 ) 1,663 ( 176 ) 5,099

Net (loss) income from discontinued operations attributable to i3 Verticals, Inc.

$ ( 3 ) $ 3,885 $ ( 368 ) $ 11,851

Loss before income taxes from discontinued operations

Benefit from income taxes

Net loss from discontinued operations

Net loss from discontinued operations attributed to non-controlling interest

Net loss from discontinued operations attributable to i3 Verticals, Inc.

i3 VERTICALS, Inc.

1 unchanged sentence

(in thousands, except unit, share and per share amounts)

The Company has elected to not separately disclose discontinued operations on its condensed consolidated statement of cash flows.

The following table presents cash flows from discontinued operations for major captions on the condensed consolidated financial statements:

Nine months ended June 30,

Depreciation and amortization $ — $ 8,649

Equity-based compensation $ — $ 2,576

Adjustments to gain on sale of Merchant Services Business

Non-cash lease expense $ — $ 803

Expenditures for property and equipment $ — $ ( 626 )

Expenditures for capitalized software $ — $ ( 817 )

Purchases of merchant portfolios and residual buyouts $ — $ ( 4,585 )

The following table presents significant non-cash investing and financing activities for major captions on the consolidated financial statements:

Nine months ended June 30, 2024

Right-of-use assets obtained in exchange for operating lease obligations $ 1,739

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2 unchanged sentences

Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for fair presentation of the unaudited condensed consolidated financial statements of the Company and its subsidiaries as of June 30, 2025 and for the three and nine months ended June 30, 2025 and 2024.

The results of operations for the three and nine months ended June 30, 2025 and 2024 are not necessarily indicative of the operating results for the full year.

In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for fair presentation of the unaudited condensed consolidated financial statements of the Company and its subsidiaries as of December 31, 2025 and for the three months ended December 31, 2025 and 2024.

The results of operations for the three months ended December 31, 2025 and 2024 are not necessarily indicative of the operating results for the full year.

As permitted by the rules and regulations of the SEC, certain information and disclosures otherwise included in the notes to the consolidated financial statements have been condensed or omitted from the summary of significant accounting policies.

4 unchanged sentences

All intercompany accounts and transactions have been eliminated in consolidation.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

Restricted Cash

8 unchanged sentences

With the exception of merchant reserves, settlement assets or settlement obligations are generally collected and paid within one to four days .

Settlement assets and settlement obligations were $ 18 as of June 30, 2025 and $ 632 as of September 30, 2024, respectively.

Settlement assets and settlement obligations were $ 1,400 as of December 31, 2025 and $ 411 as of September 30, 2025, respectively.

Reclassifications

Certain prior period amounts have been reclassified in order to conform with the current period presentation.

These reclassifications have no impact on the Company’s previously reported consolidated net income (loss).

Discontinued operations

1 unchanged sentence

Refer to Note 2 for additional information.

Change in presentation of certain costs to other costs of services

Following the disposal of the Company's Merchant Services Business in the fourth quarter of fiscal year 2024, the Company’s core business has been providing software solutions.

Given the change in the Company's business model following the sale of our Merchant Services Business, the Company reclassified certain expenses to better align with the primary industry in which it operates.

During the first quarter of fiscal year 2025, the Company revised its presentation of certain expenses in the Condensed Consolidated Statements of Operations from selling, general and administrative expenses to other costs of services.

The Company reclassified personnel costs related to installation of the Company's software, conversion of client data, training client personnel, customer support activities and various other services provided directly to customers from selling, general and administrative to other costs of services.

The Company also reclassified certain hosting and related software costs for directly supporting the Company's customers from selling, general and administrative to other costs of services.

Comparative amounts have been reclassified to conform to the current period presentation.

This change has no impact on the Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Cash Flows or Condensed Consolidated Statement of Changes in Equity.

i3 VERTICALS, Inc.

1 unchanged sentence

(in thousands, except unit, share and per share amounts)

This change has no impact on the total operating expenses or earnings per share as illustrated below.

The following tables present the effects of the change in presentation within the Condensed Consolidated Statements of Operations:

For the Three Months Ended June 30, 2024

As Previously Reported (1)

Adjustment As Adjusted

Operating expenses

Other costs of services $ 4,200 $ 11,087 $ 15,287

Selling, general and administrative $ 37,135 $ ( 11,087 ) $ 26,048

__________________________

This column is presented after giving effect to discontinued operations of the Merchant Services Business and the Healthcare RCM Business as discussed in Note 2.

For the Nine Months Ended June 30, 2024

As Previously Reported (1)

Adjustment As Adjusted

Operating expenses

Other costs of services $ 11,743 $ 32,680 $ 44,423

Selling, general and administrative $ 108,256 $ ( 32,680 ) $ 75,576

__________________________

This column is presented after giving effect to discontinued operations of the Merchant Services Business and the Healthcare RCM Business as discussed in Note 2.

Inventories consist of point-of-sale equipment to be sold to customers and are stated at the lower of cost, determined on a weighted average or specific basis, or net realizable value.

Inventories were $ 2,380 and $ 2,423 at June 30, 2025 and September 30, 2024, respectively, and are included within prepaid expenses and other current assets on the accompanying condensed consolidated balance sheets.

Inventories were $ 3,022 and $ 2,516 at December 31, 2025 and September 30, 2025, respectively, and are included within prepaid expenses and other current assets on the accompanying condensed consolidated balance sheets.

Business acquisitions have been recorded using the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), and, accordingly, the purchase price has been allocated to the assets acquired and liabilities assumed based on their estimated fair value as of the date of acquisition.

6 unchanged sentences

An asset acquisition is recorded at its purchase price, inclusive of acquisition costs, which is allocated among the acquired assets and assumed liabilities based upon their relative fair values at the date of acquisition.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

The operating results of an acquisition are included in the consolidated statements of operations from the date of such acquisition.

Acquisitions completed during the year ended September 30, 2025 contributed $ 766 and $ 150 of revenue and net income, respectively, to the results in the Company's condensed consolidated statements of operations for the three months ended December 31, 2025.

Lease Expense

10 unchanged sentences

Variable payments are expensed in the period incurred and not included in the measurement of lease assets and obligations.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

Revenue Recognition and Deferred Revenue

2 unchanged sentences

The Company utilized the portfolio approach practical expedient within ASC 606-10-10-4 Revenue from Contracts with Customers—Objectives and the significant financing component practical expedient within ASC 606-10-32-18 Revenue from Contracts with Customers—The Existence of a Significant Financing Component in the Contract in performing the analysis.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

The Company's revenue from continuing operations for the three and nine months ended June 30, 2025 and 2024 is derived from the following sources:

• Software and related services — Includes software as a service ("SaaS"), transaction-based fees, ongoing software maintenance and support, software licenses and other professional services related to our software offerings;

The Company's revenue from continuing operations for the three months ended December 31, 2025 and 2024 is derived from the following sources:

• Proprietary payments — Includes volume-based payment processing fees (“discount fees”) and other related fixed transaction or service fees;

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(1) the Company has no discretion over which card issuing bank will be used to process a transaction and is unable to direct the activity of the merchant to another card issuing bank, and (2) interchange and card network rates are pre-established by the card issuers or card networks, and the Company has no latitude in determining these fees.

Therefore, revenue allocated to the payment authorization performance obligation is presented net of interchange and card network fees paid to the card issuing bank and card network, respectively, for the nine months ended June 30, 2025 and 2024.

With regards to the Company's discount fees, generally, where the Company has control over merchant pricing, merchant portability, credit risk and ultimate responsibility for the merchant relationship, revenues are reported at the time of sale equal to the full amount of the discount charged to the merchant, less interchange and network fees.

Revenues are also derived from a variety of transaction fees, which are charged for transacting on our proprietary payment facilitator platform and software solutions, and fees for other miscellaneous services.

Revenues derived from such fees are recognized in the time the transactions occur and when there are no further performance obligations.

Revenue from the sale of equipment, is recognized upon transfer of ownership to the customer, after which there are no further performance obligations.

Revenues derived from such fees are recognized in the time the transactions occur and when there are no further performance obligations remaining to be satisfied.

Revenue from the sale of equipment, is recognized upon transfer of ownership to the customer, after which there are no further performance obligations remaining to be satisfied.

Arrangements may contain multiple performance obligations, such as payment authorization services, transaction settlement services, hardware, software products, SaaS, maintenance, and professional installation and training services.

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The Company’s professional services, including training, installation, and repair services are recognized as revenue as these services are performed.

ASC 606 provides various optional practical expedients.

The Company elected the use of the practical expedient relating to the disclosure of remaining performance obligations within a contract and will not disclose remaining performance obligations for contracts (i) with an original expected duration of one year or less or (ii) in which revenue from the satisfaction of the performance obligations is recognized in the amounts invoiced in accordance with ASC 606-10-55-18.

The Company also has additional contracts with an original expected

i3 VERTICALS, Inc.

1 unchanged sentence

(in thousands, except unit, share and per share amounts)

duration of greater than one year for which revenue had not yet been recognized.

These contracts do not allow for termination for convenience, which reduces the risks related to future revenue recognition.

The transaction price allocated to the remaining performance obligations related to these contracts is not considered useful to the users of the financial statements due to the exclusion of certain revenue based on the aforementioned practical expedients.

The tables below present a disaggregation of the Company's revenue from contracts with customers for continuing operations by product by segment.

The tables below present a disaggregation of the Company's revenue from contracts with customers for continuing operations by product.

The Company's products are defined as follows:

• Software and related services — Includes SaaS, transaction-based fees, ongoing software maintenance and support, software licenses and other professional services related to our software offerings;

• Proprietary payments — Includes discount fees and other related fixed transaction or service fees;

• Other — Includes sales of equipment, non-software related professional services, bundled performance obligations for software sales and equipment leasing and other revenues.

Three months ended June 30, Nine months ended June 30,

2025 2024 2025 2024

Three months ended December 31,

Software and related services revenue $ 35,682 $ 36,604

4 unchanged sentences

The Company's revenue included in each category are defined as follows:

• Revenue earned over time — Includes SaaS, sales of software licenses sold as symbolic intellectual property, professional services, ongoing support, discount fees or other stand-ready obligations;

• Revenue earned over time — Includes SaaS, sales of software sold as symbolic intellectual property, professional services, ongoing support, discount fees or other stand-ready obligations;

• Revenue earned at a point in time — Includes software licenses sold as functional intellectual property, equipment, or point in time service fees that are not stand-ready obligations.

Three months ended June 30, Nine months ended June 30,

2025 2024 2025 2024

Three months ended December 31,

Revenue earned over time $ 47,648 $ 47,400

7 unchanged sentences

Unbilled amounts associated with these professional services and software licenses sold under the subscription model are presented as accounts receivable as the Company has an unconditional right to payment for services performed.

As of June 30, 2025 and September 30, 2024, the Company’s contract assets from contracts with customers was $ 9,417 and $ 8,680 , respectively.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

As of December 31, 2025 and September 30, 2025, the Company’s contract assets from contracts with customers was $ 9,378 and $ 9,211 , respectively.

Contract Liabilities

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The initial prepaid contract agreement balance is deferred.

The balance is then recognized as the services are provided over the contract term.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

balance is then recognized as the services are provided over the contract term.

Deferred revenue that is expected to be recognized as revenue within one year is recorded as short-term deferred revenue and the remaining portion is recorded as other long-term liabilities in the condensed consolidated balance sheets.

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Substantially all of the Company's deferred revenue is anticipated to be recognized within the next year.

The following tables present the changes in deferred revenue as of and for the nine months ended June 30, 2025 and 2024, respectively:

The following tables present the changes in deferred revenue as of and for the three months ended December 31, 2025 and 2024, respectively:

Balance at September 30, 2025 $ 38,486

2 unchanged sentences

Balance at December 31, 2025 $ 37,620

Deferral of revenue 9,841

Recognition of unearned revenue ( 14,973 )

Balance at March 31, 2025 37,260

Deferral of revenue 8,844

Recognition of unearned revenue ( 15,527 )

Balance at June 30, 2025

Balance at September 30, 2024

2 unchanged sentences

Balance at December 31, 2024

Deferral of revenue 10,362

Recognition of unearned revenue ( 12,291 )

Balance at March 31, 2024 34,809

Deferral of revenue 8,975

Recognition of unearned revenue ( 14,154 )

Balance at June 30, 2024

Costs to Obtain and Fulfill a Contract

The Company capitalizes incremental costs to obtain new contracts and contract renewals and amortizes these costs on a straight-line basis as an expense over the benefit period, which is generally the expected customer life, unless a commensurate payment is not expected at renewal.

As of June 30, 2025 and September 30, 2024, the Company had $ 1,140 and $ 857 , respectively, of capitalized contract costs, which relates to commissions paid to employees as well as other incentives given to customers to obtain new sales, included within “Other assets" on the condensed consolidated balance sheets.

The Company recorded expense from continuing operations related to these costs of $ 30 and $ 241 for the three and nine months ended June 30, 2025 and $ 24 and $ 64 for the three and nine months ended June 30, 2024.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

As of December 31, 2025 and September 30, 2025, the Company had $ 1,566 and $ 1,412 , respectively, of capitalized contract costs, which relates to commissions paid to employees as well as other incentives given to customers to obtain new sales, included within “Other assets" on the condensed consolidated balance sheets.

The Company recorded expense from continuing operations related to these costs of $ 58 and $ 31 for the three months ended December 31, 2025 and 2024, respectively.

The Company expenses sales commissions as incurred for the Company's sales commission plans that are paid on recurring monthly revenues, portfolios of existing customers, or have a substantive stay requirement prior to payment.

Other Cost of Services

Other costs of services include costs directly related to the Company's software and related services.

Other costs of services include costs directly related to the Company's software and related services, including personnel costs related to installation of the Company's software, conversion of client data, training client personnel, customer support activities and various other services provided directly to customers and hosting and related software costs for directly supporting the Company's customers.

Additionally, other costs of services include costs directly attributable to payment processing services such as processing and bank sponsorship.

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Other costs of services are recognized at the time the related revenue is recognized.

Following the disposal of the Company's Merchant Services Business in the fourth quarter of fiscal year 2024, the Company’s core business has been providing software solutions.

Given the change in the Company's business model following the sale of our Merchant Services Business, the Company has reclassified certain expenses to better align with the primary industry in which it operates.

The Company also reclassified certain hosting and related software costs for directly supporting the Company's customers from selling, general and administrative to other costs of services.

Refer to Note 3 for discussion of the change in the current and prior period presentation.

The Company accounts for all governmental taxes associated with revenue transactions on a net basis.

Use of Estimates

The preparation of condensed consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Such estimates include, but are not limited to, the value of purchase consideration paid and identifiable assets acquired and assumed in acquisitions, goodwill and intangible asset impairment review, determination of performance obligations for revenue recognition, loss reserves, assumptions used in the calculation of equity-based compensation and in the calculation of income taxes, and certain tax assets and liabilities as well as the related valuation allowances.

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The Company’s CODM reviews discrete financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance which is based on consolidated information about our revenues, income from operations, and other key financial data.

All significant operating decisions are made by analyzing the Company as a single operating segment and as a result, the Company has determined that it operates as a single reportable segment as of June 30, 2025.

See Note 16 to our condensed consolidated financial statements for additional information.

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2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 will provide improvements to the income tax disclosures primarily

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

related to the income taxes paid and rate reconciliation, and how legislation changes may affect future capital allocation and cash flow forecasts.

ASU 2023-09 will provide improvements to the income tax disclosures primarily related to the income taxes paid and rate reconciliation, and how legislation changes may affect future capital allocation and cash flow forecasts.

The amendment will improve the consistency in which companies provide tax information, and will further increase the transparency of related tax risks and operational opportunities.

The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company will not be required to adopt ASU 2023-09 until October 1, 2025.

The Company is currently evaluating the impact of the adoption of ASU 2023-09 on the Company’s financial statement disclosures.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 improves interim disclosure requirements for segment reporting, including clarifications regarding the measure of profit and loss used to assess segment performance and the allocation of resources.

Further, it enhances the disclosures for reporting segment expenses and will require the Company to report significant expenses regularly provided by the CODM.

The amendment will require companies to disclose a more granular level of information with regards to segment reporting to further enhance the transparency of what specified amounts are included within each segment.

The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

This new ASU will be effective for us beginning with our Form 10-K for fiscal year 2025.

The Company will not be required to present the effects of adoption of ASU 2023-09 until the Form 10-K filed for the annual period beginning on October 1, 2025.

The Company is currently evaluating the impact of the adoption of ASU 2023-09 on the Company’s financial statement disclosures.

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The Company is currently evaluating the impact of the adoption of ASU 2024-03 on the Company’s financial statement disclosures.

During the nine months ended June 30, 2025 and 2024, the Company acquired the following businesses:

Business Combinations during nine months ended June 30, 2025

Purchase of Utility Billing Software Company

On April 1, 2025, the Company completed the acquisition of substantially all of the assets of a business (the "Utility Billing Software Company") to expand the Company’s public sector utility billing software offerings.

Total purchase consideration was $ 10,260 , including $ 9,000 in cash funded by proceeds from the Company's revolving credit facility, and $ 1,260 in the acquisition date estimated fair value of contingent cash consideration (the final amount of such contingent cash payment of up to $ 5,000 is dependent upon achievement of specified financial performance targets, as defined in the purchase agreement).

In September 2025, the FASB issued ASU No.

2025-06, Intangibles—Goodwill and Other—Internal-Use-Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06").

ASU 2025 removes the prescriptive software development “project stages” and requires capitalization of software costs once (1) management authorizes and commits funding and (2) completion and use are probable.

Entities must evaluate significant development uncertainty related to technological innovations or performance requirements.

The amendments also require Subtopic 360-10 disclosures for all capitalized internal-use software costs and clarify that intangible asset disclosures under Subtopic 350-30 are not required.

i3 VERTICALS, Inc.

1 unchanged sentence

(in thousands, except unit, share and per share amounts)

standard is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted.

The Company will not be required to adopt ASU 2025-06 until October 1, 2028.

The Company is currently evaluating the impact of the adoption of ASU 2025-06 on the Company’s financial statement disclosures.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements ("ASU 2025-11").

ASU 2025-11 provides clarity on current interim reporting requirements.

The amendments improve the navigability of required interim disclosures and enhance consistency for all entities by clarifying the form and content of interim financial statements in accordance with GAAP.

Additionally, the standard introduces a disclosure principle requiring entities to report all events since the end of the last annual reporting period that have a material impact on the Company.

The standard is effective for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company will not be required to adopt ASU 2025-11 until October 1, 2028.

The Company is currently evaluating the impact of the adoption of ASU 2025-11 on the Company’s financial statement disclosures.

During the three months ended December 31, 2025, the Company did not acquire any businesses.

During the year ended September 30, 2025, the Company acquired the following businesses:

Purchase of Utility Billing Software Company

The additional cash consideration of up to $ 5,000 , in the aggregate, is to be paid based upon the achievement of specified financial performance targets, as defined in the purchase agreement, for performance periods extending through September 2027.

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Acquisition-related costs for this acquisition amounted to approximately $ 96 and were included in selling, general and administrative on our consolidated statement of operations and were expensed as incurred.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

Summary of the Utility Billing Software Company

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Net assets acquired $ 10,260

Other Business Combinations nine months ended June 30, 2025

During the nine months ended June 30, 2025, the Company purchased certain assets of a business to expand the Company’s customer footprint.

Other Business Combinations during the year ended September 30, 2025

During the year ended September 30, 2025, the Company purchased certain assets of a business to expand the Company’s customer footprint.

Total purchase consideration was $ 2,000 in cash funded from cash on hand.

In connection with this purchase, the Company allocated approximately $ 83 to property and equipment, approximately $ 1,700 to customer relationships, $ 5 to non-compete agreements and the remainder, approximately $ 211 , to goodwill, all of which is deductible for tax purposes.

In connection with this purchase, the Company allocated approximately $ 83 to property and equipment, approximately $ 1,700 to customer relationships, $ 141 to deferred revenue, $ 5 to non-compete agreements and the remainder, approximately $ 352 , to goodwill, all of which is deductible for tax purposes.

The acquired customer relationships intangible asset has an estimated amortization period of fifteen years .

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

Pro Forma Results of Operations for 2025 Business Combinations

The following unaudited supplemental pro forma results of operations have been prepared as though each of the acquired businesses in the nine months ended June 30, 2025 had occurred on October 1, 2023.

The following unaudited supplemental pro forma results of operations have been prepared as though each of the acquired businesses in the year ended September 30, 2025 had occurred on October 1, 2024.

Pro forma adjustments were made to reflect the impact of depreciation and amortization, changes to executive compensation and the revised debt load, all in accordance with ASC 805.

This supplemental pro forma information does not purport to be indicative of the results of operations that would have been attained had the acquisitions been made on these dates, or of results of operations that may occur in the future.

Nine Months Ended June 30,

Revenue $ 52,882

Net income (loss)

$ 131 $ ( 12 )

Business Combinations during the year ended September 30, 2024

Purchase of Eduloka, Ltd.

On August 1, 2024, the Company completed the acquisition of substantially all of the assets of Eduloka Ltd.

("inLumon") to expand the Company's permitting and licensing software offerings.

Total purchase consideration was $ 27,477 , including $ 18,000 in cash funded by proceeds from the Company's revolving credit facility, the issuance of 311,634 shares of the Company's Class A common stock (valued at $ 7,517 ) and $ 1,960 in the acquisition date estimated fair value of contingent cash consideration the final amount of such contingent cash

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

payment of up to $ 22,000 is dependent upon achievement of specified financial performance targets, as defined in the purchase agreement).

The additional consideration of up to $ 22,000 , in the aggregate, is to be paid based upon the achievement of specified financial performance targets, as defined in the purchase agreement, through no later than July 2027.

The Company determined the acquisition date fair value of the liability for the contingent consideration using a Monte Carlo simulation as well as a discounted cash flow analysis.

In each subsequent reporting period, the Company will reassess its current estimates of performance relative to the targets and adjust the contingent liabilities to their fair values through earnings.

See additional disclosures in Note 12.

The goodwill associated with the inLumon acquisition is deductible for tax purposes.

The acquired customer relationships intangible asset has an estimated amortization period of eighteen years .

The acquired trade name has an amortization period of two years .

The acquired capitalized software has an amortization period of seven years .

Acquisition-related costs for this acquisition amounted to approximately $ 294 and were included in selling, general and administrative on our consolidated statement of operations and were expensed as incurred.

Summary of inLumon

The preliminary fair values assigned to certain assets and liabilities assumed, as of the acquisition date, were as follows:

Accounts receivable $ 2,990

Property and equipment 20

Capitalized software 3,000

Customer relationships 11,800

Trade name 100

Goodwill 11,486

Total assets acquired 29,396

Accrued expenses and other current liabilities 1,728

Deferred revenue, current 191

Net assets acquired $ 27,477

Net income from continuing operations

i3 VERTICALS, Inc.

1 unchanged sentence

(in thousands, except unit, share and per share amounts)

Other Business Combinations during the year ended September 30, 2024

During the three months ended December 31, 2023, the Company completed the acquisition of substantially all of the assets of a business to expand the Company’s software offerings.

Total purchase consideration was $ 1,270 , including $ 1,100 in cash consideration, funded by proceeds from the Company's revolving credit facility, and $ 170 in the estimated fair value of contingent cash consideration, the final amount of such contingent cash payment of up to $ 750 is dependent upon achievement of specified financial performance targets, as defined in the purchase agreement).

The additional consideration of up to $ 750 , in the aggregate, is to be paid based upon the achievement of specified financial performance targets, as defined in the purchase agreement, through no later than May 2026.

In connection with this acquisition, the Company allocated approximately $ 5 to property and equipment, approximately $ 40 to capitalized software, approximately $ 220 to customer relationships and the remainder, approximately $ 1,005 , to goodwill, all of which is deductible for tax purposes.

The acquired customer relationships intangible asset has an estimated amortization period of ten years .

The acquired capitalized software has an amortization period of seven years .

Acquisition-related costs for this acquisition amounted to approximately $ 8 and were expensed as incurred.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

A summary of the Company's prepaid expenses and other current assets as of June 30, 2025 and September 30, 2024 is as follows:

June 30, September 30,

A summary of the Company's prepaid expenses and other current assets as of December 31, 2025 and September 30, 2025 is as follows:

December 31, September 30,

Inventory $ 3,022 $ 2,516

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$ 13,654 $ 12,075

__________________________

In connection with the sale of the Healthcare RCM Business, $ 259 of the Company's prepaid expenses and other current assets was classified as "Current assets held for sale" as of September 30, 2024 in the accompanying condensed consolidated balance sheets and was not included in these amounts.

GOODWILL AND INTANGIBLE ASSETS

Changes in the carrying amount of goodwill are as follows:

Balance at September 30, 2024 (1)

Goodwill attributable to preliminary purchase price adjustments during the nine months ended June 30, 2025

Balance at June 30, 2025

__________________________

In connection with the sale of the Healthcare RCM Business, $ 37,688 of the Company's goodwill was classified as "Long-term assets held for sale" as of September 30, 2024 in the accompanying condensed consolidated balance sheets and was not included in this amount.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

Intangible assets consisted of the following as of June 30, 2025:

The carrying amount of goodwill was $ 248,469 as of both December 31, 2025 and September 30, 2025.

Intangible assets consisted of the following as of December 31, 2025:

Cost Accumulated

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$ 182,432 $ ( 49,494 ) $ 132,938

Amortization expense from continuing operations for intangible assets amounted to $ 2,882 and $ 8,467 for the three and nine months ended June 30, 2025, and $ 2,621 and $ 7,969 for the three and nine months ended June 30, 2024.

Based on net carrying amounts at June 30, 2025, the Company's estimate of future amortization expense for continuing operations for intangible assets are presented in the table below for fiscal years ending September 30:

2025 (three months remaining) $ 2,912

Thereafter 92,099

Amortization expense from continuing operations for intangible assets amounted to $ 2,858 and $ 2,793 for the three months ended December 31, 2025, and 2024, respectively.

i3 VERTICALS, Inc.

1 unchanged sentence

(in thousands, except unit, share and per share amounts)

Based on net carrying amounts at December 31, 2025, the Company's estimate of future amortization expense for continuing operations for intangible assets are presented in the table below for fiscal years ending September 30:

2026 (nine months remaining) $ 8,363

Thereafter 81,406

ACCRUED EXPENSES AND OTHER LIABILITIES

A summary of the Company's accrued expenses and other current liabilities as of June 30, 2025 and September 30, 2024 is as follows:

June 30, September 30,

2025 2024 (1)

A summary of the Company's accrued expenses and other current liabilities as of December 31, 2025 and September 30, 2025 is as follows:

December 31, September 30,

Accrued wages, bonuses, commissions and vacation $ 2,861 $ 6,587

1 unchanged sentence

Accrued contingent consideration — current portion 1,943 82

Escrow liabilities — 2,174

Accrued tax distributions 2,031 2,147

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Employee health self-insurance liability — 13

Accrued Hyland expenses 2,744 1,165

Accrued third-party software expenses 2,701 2,674

Accrued interchange 3,466 3,139

Other accrued liabilities related to the Sale of the Merchant Services Business — 7,887

Other accrued liabilities related to the Sale of the Healthcare RCM Business

Accrued liabilities owed to sellers 296 334

Other accrued expenses 2,869 3,787

Accrued expenses and other current liabilities $ 20,743 $ 24,525

__________________________

In connection with the sale of the Healthcare RCM Business, $ 1,720 of the Company's accrued expenses and other current liabilities was classified as "Current liabilities held for sale" as of September 30, 2024 in the accompanying condensed consolidated balance sheets and was not included in these amounts.

A summary of the Company's long-term liabilities as of June 30, 2025 and September 30, 2024 is as follows:

June 30, September 30,

A summary of the Company's long-term liabilities as of December 31, 2025 and September 30, 2025 is as follows:

December 31, September 30,

Accrued contingent consideration — long-term portion $ 1,254 $ 3,489

Deferred tax liability — long-term 8,243 8,994

Deferred revenue — long-term 3,422 808

Other long-term liabilities 2,235 1,553

4 unchanged sentences

LONG-TERM DEBT, NET

A summary of long-term debt, net as of June 30, 2025 and September 30, 2024 is as follows:

June 30, September 30,

Maturity 2025 2024

Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility May 8, 2028 $ — $ —

1 % Exchangeable Senior Notes due 2025

February 15, 2025 — 26,223

Total long-term debt — 26,223

Less current portion of long-term debt — ( 26,223 )

Long-term debt, net of current portion $ — $ —

As of both December 31, 2025 and September 30, 2025, we had no borrowings outstanding under the 2023 Senior Secured Credit Facility.

2020 Exchangeable Notes Offering

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These repurchases resulted in a decrease in the Company's total leverage ratio, and following the completion of the repurchases of these Exchangeable Notes, approximately $ 26,223 in aggregate principal amount of the Exchangeable Notes remained outstanding, with terms unchanged.

The Company recorded a gain on retirement of debt of $ 2,397 due to the estimated acquisition price exceeding the net carrying

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

amount of the repurchased portion of the Exchangeable Notes, adjusted for unamortized debt issuance costs and costs and third-party fees related to the transaction.

The Company recorded a gain on retirement of debt of $ 2,397 due to the estimated acquisition price exceeding the net carrying amount of the repurchased portion of the Exchangeable Notes, adjusted for unamortized debt issuance costs and costs and third-party fees related to the transaction.

Upon maturity of the Exchangeable Notes in February 2025, we paid $ 26,223 for the remaining principal balance and $ 131 in accrued interest.

1 unchanged sentence

On February 12, 2020, concurrently with the pricing of the Exchangeable Notes, and on February 13, 2020, concurrently with the exercise by the initial purchasers of their right to purchase additional Exchangeable Notes, i3 Verticals, LLC entered into exchangeable note hedge transactions with respect to Class A common stock (the “Note Hedge Transactions”) with certain financial institutions (collectively, the “Counterparties”).

The Note Hedge Transactions covered, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes, the same number of shares of Class A common stock that initially underlied the Exchangeable Notes in the aggregate and were exercisable upon exchange of the Exchangeable Notes.

The Note Hedge Transactions covered, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes, the same number of shares of Class A common stock that initially underlaid the Exchangeable Notes in the aggregate and were exercisable upon exchange of the Exchangeable Notes.

The Note Hedge Transactions were intended to reduce potential dilution to the Class A common stock upon any exchange of the Exchangeable Notes.

The Note Hedge Transactions expired upon the maturity of the Exchangeable Notes.

The Note Hedge Transactions were separate transactions, entered into by i3 Verticals, LLC with the Counterparties, and were not part of the terms of the Exchangeable Notes.

The Note Hedge Transactions were separate transactions, entered into by i3 Verticals, LLC

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

with the Counterparties, and were not part of the terms of the Exchangeable Notes.

Holders of the Exchangeable Notes did not have any rights with respect to the Note Hedge Transactions.

9 unchanged sentences

The Company offered and sold the Warrants in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

The Warrants expire over a ninety trading day period that began on May 15, 2025.

The Warrants expired over a ninety trading day period that began on May 15, 2025.

The Warrants are separate transactions, entered into by the Company with the Counterparties, and are not part of the terms of the Exchangeable Notes.

3 unchanged sentences

The premiums paid for the Warrants have been included as a net increase to additional paid-in capital within stockholders' equity.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

In December 2023, the Company paid $ 119 to the Counterparties to terminate the portion of the Warrants corresponding to the Exchangeable Notes that were repurchased in fiscal year 2020.

4 unchanged sentences

The 2023 Senior Secured Credit Facility replaced the prior senior secured credit facility of the Company which was entered into on May 9, 2019 (the "Prior Senior Secured Credit Facility").

Following an amendment to the Credit Facility entered into on May 5, 2025, as described below, the 2023 Senior Secured Credit Facility provides for aggregate commitments of $ 400,000 in the form of a senior secured revolving credit facility (the “Revolver”).

Following an amendment to the Credit Facility entered into on May 5, 2025, as described below,

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

the 2023 Senior Secured Credit Facility provides for aggregate commitments of $ 400,000 in the form of a senior secured revolving credit facility (the “Revolver”).

The 2023 Senior Secured Credit Facility provides that the Borrower has the right to seek additional commitments to provide additional term loan facilities or additional revolving credit commitments in an aggregate principal amount up to, as of any date of determination, the sum of (i) the greater of $ 100,000 and 100 % of the Borrower’s consolidated EBITDA (as defined in the 2023 Senior Secured Credit Facility) for the most recently completed four quarter period, plus (ii) the amount of certain prepayments of certain indebtedness, so long as, among other things, after giving pro forma effect to the incurrence of such additional borrowings and any related transactions, the Borrower’s consolidated interest coverage ratio (as defined in the 2023 Senior Secured Credit Facility) would not be less than 3.0 to 1.0 and the Borrower’s consolidated total net leverage ratio (as defined in the 2023 Senior Secured Credit Facility) would not exceed 5.0 to 1.0.

As of June 30, 2025, the Borrower's consolidated interest coverage ratio was 87.1 x and total leverage ratio was 0.0 x.

As of December 31, 2025, the Borrower's consolidated interest coverage ratio was 94.9 x and total leverage ratio was 0.0 x.

The provision of any such additional amounts under the additional term loan facilities or additional revolving credit commitments are subject to certain additional conditions and the receipt of certain additional commitments by existing or additional lenders.

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Borrowings under the Revolver will be made, at the Borrower’s option, at the Adjusted Term SOFR rate or the base rate, plus, in each case, an applicable margin.

The Adjusted Term SOFR rate will be the rate of interest per annum equal to the Term SOFR rate (based upon an interest period of one, three or six months), plus 0.10 %, plus an applicable margin of 2.00 % to 3.00 % ( 2.00 % at June 30, 2025).

The Adjusted Term SOFR rate shall not be less than 0 % in any event.

The base rate is a fluctuating rate of interest per annum equal to the highest of (a) the greater of the federal funds rate or the overnight bank funding rate, plus ½ of 1%, (b) Wall Street Journal prime rate and (c) the Adjusted Term SOFR rate for an interest period of one month, plus 1 %, plus an applicable margin of 1.00 % to 2.00 % ( 1.00 % at June 30, 2025).

The base rate shall not be less than 1 % in any event.

10 unchanged sentences

0.15 % 2.00 % 2.00 % 1.00 %

In addition to paying interest on outstanding principal under the Revolver, the Borrower will be required to pay a commitment fee equal to the product of between 0.15 % and 0.30 % (the applicable percentage depending on the Borrower’s consolidated total net leverage ratio as reflected in the schedule above, 0.15 % at June 30, 2025) times the actual daily amount by which $ 400,000 exceeds the total amount outstanding under the Revolver and available to be drawn under all outstanding letters of credit.

In addition to paying interest on outstanding principal under the Revolver, the Borrower will be required to pay a commitment fee equal to the product of between 0.15 % and 0.30 % (the applicable percentage depending on the Borrower’s consolidated total net leverage ratio as reflected in the schedule above, 0.15 % at December 31, 2025) times the actual daily amount by which $ 400,000 exceeds the total amount outstanding under the Revolver and available to be drawn under all outstanding letters of credit.

The Borrower will be permitted to voluntarily reduce the unutilized portion of the commitment amount and repay outstanding loans under the 2023 Senior Secured Credit Facility, whether such amounts are issued under the Revolver or under the additional term loan facilities or additional revolving credit facilities, at any time without premium or penalty.

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Debt issuance costs

The Company incurred $ 249 in debt issuance costs during both the three and nine months ended June 30, 2025 and $ 906 in debt issuance costs during both the three and nine months ended June 30, 2024.

The Company did not incur any debt issuance costs during the three months ended December 31, 2025 and 2024.

The Company's debt issuance costs are being amortized over the related term of the debt using the straight-line method, which is not materially different than the effective interest rate method, and are presented within other assets in the condensed consolidated balance sheets.

The amortization of deferred debt issuance costs is included in interest expense and amounted to approximately $ 216 and $ 746 during the three and nine months ended June 30, 2025 and $ 221 and $ 897 during the three and nine months ended June 30, 2024.

In connection with the Second Amendment to the Credit Agreement, the Company recorded $ 295 during the three and nine months ended June 30, 2025 for the write-off of debt issuance costs, which was recorded in interest expense in the condensed consolidated statements of operations.

The amortization of deferred debt issuance costs is included in interest expense and amounted to approximately $ 216 during the three months ended December 31, 2025 and $ 280 during the three months ended December 31, 2024.

STOCKHOLDERS' EQUITY

Share Repurchase Program

On August 8, 2024, the Company entered into a share repurchase program for the Company's Class A common stock, under which the Company was authorized to repurchase up to $ 50,000 of outstanding shares of our Class A common stock (exclusive of fees, commissions or other expenses related to such repurchases) (the "Prior Share Repurchase Program").

Pursuant to the Prior Share Repurchase Program, the Company was authorized to make repurchases of our Class A Common Stock in the open market, through privately negotiated transactions, or otherwise, including under Rule 10b5-1 plans.

The Prior Share Repurchase Program terminated on August 8, 2025, and has been replaced by a new share repurchase program adopted by the Company as described below under Note 20.

During the nine months ended June 30, 2025 the Company repurchased 1,573,881 shares of Class A Common Stock under the Prior Share Repurchase Program at an average price of $ 23.86 per share for a total cost inclusive of commissions and excise taxes of $ 37,979 .

On August 7, 2025, the Company announced that our Board of Directors had approved a share repurchase program (the "August 2025 Share Repurchase Program") for the Company's Class A common stock, under which the Company was authorized to repurchase up to $ 50,000 of outstanding shares of Class A common stock (exclusive of fees, commissions or other expenses related to such repurchases).

This August 2025 Share Repurchase Program replaced a prior share repurchase program entered into by the Company on August 8, 2024 (the “August 2024 Share Repurchase Program”), under which the Company was authorized to repurchase up to $ 50,000 of outstanding shares of the Company’s Class A common stock (exclusive of fees, commissions or other expenses related to such repurchases), which the August 2024 Share Repurchase Program terminated on August 8, 2025.

During the three months ended December 31, 2024 the Company repurchased 496,785 shares of Class A Common Stock under the August 2024 Share Repurchase Program at an average price of $ 22.49 per share for a total cost of $ 11,190 .

The repurchased shares were cancelled and retired, resulting in a permanent reduction in both the number of shares outstanding and the Company's total stockholders' equity.

The terms of August 2025 Share Repurchase Program provided that such program would terminate on the earlier of September 30, 2026, or when the maximum dollar amount under the authorization was expended.

Pursuant to the August 2025 Share Repurchase Program, the Company was authorized to make repurchases of its Class A Common Stock in the open market, through privately negotiated transactions, or otherwise, including under Rule 10b5-1 plans.

During the three months ended December 31, 2025 the Company repurchased 1,522,838 shares of Class A Common Stock under the August 2025 Share Repurchase Program at an average price of $ 24.88 per share for a total cost inclusive of commissions and excise taxes of $ 38,317 .

The repurchased shares were cancelled and retired, resulting in a permanent reduction in both the number of shares outstanding and the Company's total stockholders' equity.

As of December 31, 2025 the remaining total available authorization under the August 2025 Share Repurchase Program was $ 12,108 .

Since December 31, 2025, the maximum dollar amount under the August 2025 Share Repurchase Program has been expended, and the August 2025 Share Repurchase Program is no longer in effect.

On February 5, 2026, the Company entered into a new share repurchase program.

For additional information regarding the Company’s new share purchase program, see Note 20.

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.

As of June 30, 2025 the remaining total available authorization under the Prior Share Repurchase Program was $ 12,445 .

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

i3 Verticals, Inc.

is taxed as a corporation and pays corporate federal, state and local taxes on income allocated to it from i3 Verticals, LLC based on i3 Verticals, Inc.’s economic interest in i3 Verticals, LLC.

3 unchanged sentences

On July 4, 2025, the U.S.

enacted the tax legislation known as the One Big Beautiful Bill Act which includes, among other provisions, changes to federal income tax provisions including the allowance of immediate

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

expensing of qualifying research and development expenses and permanent extensions of certain provision within the Tax Cuts and Jobs Act.

enacted the tax legislation known as the One Big Beautiful Bill Act which includes, among other provisions, changes to federal income tax provisions including the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provision within the Tax Cuts and Jobs Act.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others taking effect in later years.

3 unchanged sentences

Each quarter, the Company updates its estimate of the annual effective tax rate, and if the Company’s estimated tax rate changes, it makes a cumulative adjustment in that period.

The Company’s provision for income taxes for continuing operations was a benefit of $ 22 and a provision of $ 3,272 for the three and nine months ended June 30, 2025 and a provision of $ 5,191 and a provision of $ 3,153 during the three and nine months ended June 30, 2024.

The Company’s provision for income taxes for continuing operations was a provision of $ 704 and a provision of $ 409 for the three months ended December 31, 2025 and 2024, respectively.

Tax Receivable Agreement

5 unchanged sentences

The Company expects to benefit from the remaining 15 % of the tax benefits, if any, that the Company may realize.

During the nine months ended June 30, 2025, the Company acquired an aggregate of 1,200,216 Common Units in i3 Verticals, LLC in connection with the redemption of Common Units from the Continuing Equity Owners, which resulted in an increase in the tax basis of our investment in i3 Verticals, LLC subject to the provisions of the Tax Receivable Agreement.

As a result of the exchange, during the nine months ended June 30, 2025, the Company recognized an increase to its net deferred tax assets in the amount of $ 6,907 , and corresponding Tax Receivable Agreement liabilities of $ 5,871 , representing 85 % of the tax benefits due to Continuing Equity Owners.

The Company made payments of $ 9,954 during the nine months ended June 30, 2025 under the Tax Receivable Agreement.

The deferred tax asset and corresponding Tax Receivable Agreement liability balances were $ 39,178 and $ 35,117 , respectively, as of June 30, 2025.

Payments to the Continuing Equity Owners related to exchanges through June 30, 2025 will range from $ 0 to $ 3,501 per year and are expected to be paid over the next 26 years.

The amounts recorded as of June 30, 2025, approximate the current estimate of expected tax savings and are subject to change after the filing of the Company’s U.S.

federal and state income tax returns.

Future payments under the Tax Receivable Agreement with respect to subsequent exchanges would be in addition to these amounts.

During the three months ended December 31, 2025, the Company did not acquire any common units of i3 Verticals, LLC in connection with the redemption of common units.

The deferred tax asset balance was $ 37,094 as of December 31, 2025.

The Company also has a corresponding Tax Receivable Agreement liability of $ 34,911 , of which $ 2,525 was recorded in accrued expenses and other current liabilities and $ 32,386 was recorded in long-term tax receivable agreement obligations as of December 31, 2025.

Payments to the Continuing Equity Owners related to exchanges through December 31, 2025 will range from $ 0 to $ 5,364 per year and are expected to be paid over the next 22 years.

The amounts recorded as of December

i3 VERTICALS, Inc.

1 unchanged sentence

(in thousands, except unit, share and per share amounts)

31, 2025, approximate the current estimate of expected tax savings and are subject to change after the filing of the Company’s U.S.

federal and state income tax returns.

Future payments under the Tax Receivable Agreement with respect to subsequent exchanges would be in addition to these amounts.

The Company’s leases consist primarily of real estate leases throughout the markets in which the Company operates.

At contract inception, the Company determines whether an arrangement is or contains a lease, and for each identified lease, evaluates the classification as operating or financing.

The Company had no finance leases as of June 30, 2025.

The Company had no finance leases as of December 31, 2025.

Leased assets and obligations are recognized at the lease commencement date based on the present value of fixed lease payments to be made over the term of the lease.

Renewal and termination options are factored into determination of the lease term only if the option is reasonably certain to be exercised.

The weighted-average remaining lease term at June 30, 2025 and 2024 were both 2 years.

The Company had no significant short-term leases during the three and nine months ended June 30, 2025 and 2024.

The weighted-average remaining lease term at December 31, 2025 and 2024 were 3 years.

and 4 years, respectively.

The Company had no significant short-term leases during the three months ended December 31, 2025 and 2024.

The Company’s leases do not provide a readily determinable implicit interest rate and the Company uses its incremental borrowing rate to measure the lease liability and corresponding right-of-use asset.

The incremental borrowing rates were determined based on a portfolio approach considering the Company’s current secured borrowing rate adjusted for market conditions and the length of the lease term.

The weighted-average discount rate used in the measurement of our lease liabilities was 7.4 % and 7.9 % as of June 30, 2025 and 2024, respectively.

The weighted-average discount rate used in the measurement of our lease liabilities was 6.1 % and 7.1 % as of December 31, 2025 and 2024, respectively.

Operating lease cost is recognized on a straight-line basis over the lease term.

Operating lease costs from continuing operations were $ 640 and $ 1,447 for the three and nine months ended June 30, 2025 and $ 686 and $ 2,095 for the three and nine months ended June 30, 2024, which are included in selling, general and administrative expenses in the condensed consolidated statements of operations.

Total operating lease costs from continuing operations include variable lease costs of approximately $ 56 and $ 360 for the three and nine months ended June 30, 2025, and $ 140 and $ 187 for the three and nine months ended June 30, 2024, which are primarily comprised of costs of maintenance and utilities and changes in rates, and are determined based on the actual costs incurred during the period.

Operating lease costs from continuing operations were $ 619 and $ 688 for the three months ended December 31, 2025 and 2024, respectively, which are included in selling, general and administrative expenses in the condensed consolidated statements of operations.

Total variable lease costs within operating lease costs from continuing operations were not significant for the three months ended December 31, 2025 and 2024.

The variable lease costs are primarily comprised of costs of maintenance and utilities and changes in rates, and are determined based on the actual costs incurred during the period.

Variable payments are expensed in the period incurred and not included in the measurement of lease assets and liabilities.

Short-term rent expense from continuing operations was $ 61 and $ 111 for the three and nine months ended June 30, 2025, and $ 11 and $ 26 for the three and nine months ended June 30, 2024, and are included in selling, general and administrative expenses in the condensed consolidated statements of operations.

As of June 30, 2025, maturities of lease liabilities for continuing operations are as follows:

Short-term rent expense from continuing operations were not significant for the three months ended December 31, 2025 and 2024.

Short-term rent expense is included in selling, general and administrative expenses in the condensed consolidated statements of operations.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

As of December 31, 2025, maturities of lease liabilities for continuing operations are as follows:

Fiscal Years ending September 30:

2025 (three months remaining) $ 671

2026 (nine months remaining) $ 1,554

Thereafter 105

5 unchanged sentences

These payments will be made within the next twelve months.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

FAIR VALUE MEASUREMENTS

8 unchanged sentences

Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable in active exchange markets.

The carrying value of the Company’s financial instruments, including cash and cash equivalents, restricted cash, settlement assets and obligations, accounts receivable, other assets, accounts payable, and accrued expenses, approximated their fair values as of June 30, 2025 and 2024, because of the relatively short maturity dates on these instruments.

The carrying amount of debt approximates fair value as of June 30, 2025 and 2024, because interest rates on these instruments approximate market interest rates.

The carrying value of the Company’s financial instruments, including cash and cash equivalents, restricted cash, settlement assets and obligations, accounts receivable, other assets, accounts payable, and accrued expenses, approximated their fair values as of December 31, 2025 and 2024, because of the relatively short maturity dates on these instruments.

The carrying amount of debt approximates fair value as of December 31, 2025 and 2024, because interest rates on these instruments approximate market interest rates.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

The Company has no Level 1 or Level 2 financial instruments measured at fair value on a recurring basis.

5 unchanged sentences

Contingent consideration paid —

Balance at June 30, 2025 $ 3,794

__________________________

In connection with the sale of the Healthcare RCM Business, $ 198 of the Company's accrued contingent consideration was classified as "Current assets held for sale" as of September 30, 2024 in the accompanying condensed consolidated balance sheets and was not included in this amount.

Balance at December 31, 2025 $ 3,197

Accrued Contingent Consideration

3 unchanged sentences

Contingent consideration paid ( 60 )

Balance at June 30, 2024 (2)

Balance at December 31, 2024 (2)

__________________________

In connection with the sale of the Healthcare RCM Business, $ 19 and $ 891 of the Company's accrued contingent consideration was classified as "Current assets held for sale" and "Long-term assets held for sale", respectively, as of September 30, 2023 in the accompanying condensed consolidated balance sheets and was not included in this amount.

In connection with the sale of the Healthcare RCM Business, $ 194 of the Company's accrued contingent consideration was classified as "Current assets held for sale" and June 30, 2024 in the accompanying condensed consolidated balance sheets and was not included in this amount.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

In connection with the sale of the Healthcare RCM Business, $ 198 of the Company's accrued contingent consideration (as of September 30, 2024) were classified as "Current liabilities held for sale" in the accompanying condensed consolidated balance sheets and were not included in these amounts.

In connection with the sale of the Healthcare RCM Business, $ 323 of the Company's accrued contingent consideration was classified as "Current assets held for sale" and December 31, 2024 in the accompanying condensed consolidated balance sheets and was not included in this amount.

The fair value of contingent consideration obligations includes inputs not observable in the market and thus represents a Level 3 measurement.

6 unchanged sentences

The Company develops the projected future financial results based on an analysis of historical results, market conditions, and the expected impact of anticipated changes in the Company's overall business and/or product strategies.

Approximately $ 16 and $ 518 of contingent consideration was recorded in accrued expenses and other current liabilities as of June 30, 2025 and September 30, 2024, respectively.

Approximately $ 3,778 and $ 1,636 of contingent consideration was recorded in other long-term liabilities as of June 30, 2025 and September 30, 2024, respectively.

Approximately $ 1,943 and $ 82 of contingent consideration was recorded in accrued expenses and other current liabilities as of December 31, 2025 and September 30, 2025, respectively.

Approximately $ 1,254 and $ 3,489 of contingent consideration was recorded in other long-term liabilities as of December 31, 2025 and September 30, 2025, respectively.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

EQUITY-BASED COMPENSATION

A summary of equity-based compensation expense for continuing operations recognized during the three and nine months ended June 30, 2025 and 2024 is as follows:

Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

A summary of equity-based compensation expense for continuing operations recognized during the three months ended December 31, 2025 and 2024 is as follows:

Three Months Ended December 31,

Stock options $ 1,346 $ 2,323

1 unchanged sentence

Equity-based compensation expense $ 5,178 $ 3,606

During the three and nine months ended June 30, 2025, $ 2,517 and $ 3,112 , respectively, was classified as within "net income from discontinued operations" in connection with the sale of the Healthcare RCM Business.

In connection with the sale of the Merchant Services Business and the Healthcare RCM Business, $ 1,332 and $ 4,710 of the Company's equity-based compensation expense was classified within "net income from discontinued operations" in the accompanying condensed consolidated statements of operations during three and nine months ended June 30, 2024.

In connection with the sale of the Healthcare RCM Business, $ 208 of the Company's equity-based compensation expense was classified within "net income from discontinued operations" in the accompanying condensed consolidated statements of operations during three months ended December 31, 2024.

Amounts are included in other costs of services and in selling, general and administrative expense on the condensed consolidated statements of operations.

Current and deferred income tax benefits for continuing operations of $ 504 and expense $ 84 were recognized during the three and nine months ended June 30, 2025, respectively, and current and deferred income tax benefits of $ 596 and $ 2,066 during the three and nine months ended June 30, 2024, respectively.

Current and deferred income tax benefits for continuing operations of $ 730 and $ 577 were recognized during the three months ended December 31, 2025 and 2024, respectively.

Stock Options

1 unchanged sentence

The number of shares of Class A common stock available for issuance under the 2018 Plan includes an annual increase on the first day of each calendar year equal to 4.0 % of the outstanding shares of all classes of the Company's common stock as of the last day of the immediately preceding calendar year, unless the Company’s board of directors determines prior to the last trading day of December of the immediately preceding calendar year that the increase shall be less than 4.0 %.

As of June 30, 2025, equity awards with respect to 2,256,952 shares of the Company's Class A common stock were available for grant under the 2018 Plan.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

As of December 31, 2025, equity awards with respect to 2,276,394 shares of the Company's Class A common stock were available for grant under the 2018 Plan.

In September 2020, the Company adopted the 2020 Acquisition Equity Incentive Plan (the “2020 Inducement Plan”) under which the Company may grant up to 1,500,000 stock options and other equity-based awards to individuals that were not previously employees of the Company or its subsidiaries in connection with acquisitions, as a material inducement to the individual's entry into employment with the Company or its subsidiaries within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules.

In May 2021, the Company amended the 2020 Inducement Plan to increase the number of shares of the Company's Class A common stock available for issuance from 1,500,000 to 3,000,000 shares.

As of June 30, 2025, equity awards with respect to 1,710,793 shares of the Company's Class A common stock were available for grant under the 2020 Inducement Plan.

As of December 31, 2025, equity awards with respect to 2,001,344 shares of the Company's Class A common stock were available for grant under the 2020 Inducement Plan.

Share-based compensation expense includes the estimated effects of forfeitures, which will be adjusted over the requisite service period to the extent actual forfeitures differ or are expected to differ from such estimates.

A summary of stock option activity for the nine months ended June 30, 2025 is as follows:

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

A summary of stock option activity for the three months ended December 31, 2025 is as follows:

Stock Options Weighted Average Exercise Price

Outstanding at September 30, 2025 7,881,236 $ 24.61

Granted 120,000 24.54

Exercised ( 141,524 ) 25.64

Forfeited ( 172,365 ) 28.06

Outstanding at June 30, 2025 8,512,121 $ 24.55

Exercisable at June 30, 2025 7,175,718 $ 25.07

The weighted-average grant date fair value of stock options granted during the nine months ended June 30, 2025 was $ 13.12 .

As of June 30, 2025, total unrecognized compensation expense related to unvested stock options, including an estimate for pre-vesting forfeitures, was $ 11,154 , which is expected to be recognized over a weighted-average period of 2.4 years.

The Company's policy is to account for forfeitures of stock-based compensation awards as they occur.

The total fair value of stock options that vested during the three and nine months ended June 30, 2025 was $ 688 and $ 10,719 , respectively.

In connection with the sale of the Healthcare RCM Business, the Company fully accelerated the vesting period for 40,853 options (to the extent not previously vested) held by employees of the Healthcare RCM Business immediately prior to the closing of the divestiture.

Forfeited and cancelled ( 42,948 ) 24.80

Outstanding at December 31, 2025 7,696,764 $ 24.59

Exercisable at December 31, 2025 6,554,770 $ 25.06

There were no stock options granted during the three months ended December 31, 2025.

As of December 31, 2025, there were 7,696,764 stock options outstanding, of which 6,554,770 were exercisable.

As of December 31, 2025, total unrecognized compensation expense related to unvested stock options, including an estimate for pre-vesting forfeitures, was $ 8,724 , which is expected to be recognized over a weighted-average period of 2.0 years.

The total fair value of stock options that vested during the three months ended December 31, 2025 was $ 674 .

Restricted Stock Units

The Company has issued Class A common stock in the form of restricted stock units ("RSUs") under the 2018 Plan.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

A summary of activity related to restricted stock units for the nine months ended June 30, 2025 is as follows:

A summary of activity related to restricted stock units for the three months ended December 31, 2025 is as follows:

Restricted Stock Units Weighted Average Grant Date Fair Value

2 unchanged sentences

Vested ( 184,108 ) 23.05

Forfeited ( 46,397 ) 23.08

Outstanding at June 30, 2025 1,163,209 $ 24.61

As of June 30, 2025, total unrecognized compensation expense related to unvested RSUs, including an estimate for pre-vesting forfeitures, was $ 18,812 , which is expected to be recognized over a weighted average period of 2.9 years.

The total fair value of RSUs that vested during the three and nine months ended June 30, 2025 was $ 3,037 and $ 7,103 , respectively.

In connection with the sale of the Healthcare RCM Business, the Company fully accelerated the vesting period for 96,613 RSUs (to the extent not previously vested) held by employees of the Healthcare RCM Business immediately prior to the closing of the divestiture.

Forfeited and cancelled ( 22,482 ) 23.96

Outstanding at December 31, 2025 1,313,901 $ 25.00

The weighted-average grant date fair value of RSUs granted during three months ended December 31, 2025 was $ 24.32 .

As of December 31, 2025, total unrecognized compensation expense related to unvested RSUs, including an estimate for pre-vesting forfeitures, was $ 22,779 , which is expected to be recognized over a weighted average period of 2.9 years.

The total fair value of RSUs that vested during the three months ended December 31, 2025 was $ 4,244 .

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

COMMITMENTS AND CONTINGENCIES

The Company utilizes office space and equipment under operating leases.

Rent expense from continuing operations under these leases amounted to $ 700 and $ 1,557 during the three and nine months ended June 30, 2025, and $ 697 and $ 2,121 during the three and nine months ended June 30, 2024.

Rent expense from continuing operations under these leases amounted to $ 702 and $ 712 during the three months ended December 31, 2025 and 2024, respectively.

Refer to Note 11 for further discussion and a table of the future minimum payments under these leases.

Contract Commitments

We have contractual obligations primarily for third-party technology services and licenses.

Certain agreements are fixed for the duration of the contracts and may require us to pay minimum fees.

As of December 31, 2025, the remaining aggregate minimum contractual commitment under these arrangements was approximately $ 16,972 , which exclude contract commitments that have been prepaid.

Future minimum payments, including contracts with a remaining term of less than one year, based on these contractual agreements are as follows:

Fiscal Years ending September 30:

2026 (nine months remaining) $ 6,935

Thereafter 199

Total $ 16,972

With respect to all legal, regulatory and governmental proceedings, and in accordance with ASC 450-20, Contingencies—Loss Contingencies , the Company considers the likelihood of a negative outcome.

5 unchanged sentences

After taking into consideration the evaluation of such legal matters by the Company's legal counsel, the Company's management believes at this time such matters will not have a material impact on the Company's consolidated balance sheet, results of operations or cash flows.

PaySchools Litigation

On May 16, 2025, Suzanne Hess, individually and on behalf of a putative class of citizens of the State of New York, filed a Class Action Complaint and Demand for Jury Trial (the “Complaint”), in the Supreme Court of the State of New York, Nassau County, against i3 Verticals, LLC and CP-DBS, LLC d/b/a “PaySchools”, a subsidiary

i3 VERTICALS, Inc.

1 unchanged sentence

(in thousands, except unit, share and per share amounts)

PaySchools Litigation

of i3 Verticals, LLC.

The claimed damages relate to services offered by PaySchools that enable parents, guardians and caregivers to fund lunches for students in certain New York school districts, and allegedly unlawful practices by PaySchools related to the fees charged for these school lunch services.

The plaintiff seeks unspecified monetary damages, restitution, disgorgement, and attorneys’ fees and costs, as well as injunctive relief prohibiting PaySchools from charging transaction-based fees.

On June 20, 2025, the matter was removed to the United States District Court for the Eastern District of New York, where the case remains pending.

On June 20, 2025, the matter was removed to the United States District Court for the Eastern District of New York, where a motion to dismiss the Complaint, filed by PaySchools, is pending.

The Company is unable to predict the outcome of this litigation.

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Certain Defendants filed renewed pleading-stage motions to dismiss that the Court denied on April 14, 2025.

The case is now in the discovery phase of litigation.

The case is now in the discovery phase.

Class certification fact and expert discovery, including third-party subpoenas and motion practice, is also underway, and the Court has scheduled a March 31, 2026 hearing principally on the issue of class certification.

The assets of the S&S business were acquired from South Pointe by the Company in 2018 for $ 17,000 , including upfront cash consideration and contingent consideration, and provides software and payments services to local government agencies almost exclusively in Louisiana.

The Company is unable to predict the outcome of this litigation.

While the Company does not believe that this matter will have a material adverse effect on its business or financial condition, the Company cannot give

i3 VERTICALS, Inc.

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(in thousands, except unit, share and per share amounts)

The Company is unable to predict the outcome of this litigation.

While the Company does not believe that this matter will have a material adverse effect on its business or financial condition, the Company cannot give assurance that this matter will not have a material effect on its results of operations or cash flows for any particular reporting period.

assurance that this matter will not have a material effect on its results of operations or cash flows for any particular reporting period.

RELATED PARTY TRANSACTIONS

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See Note 10 for further information.

As of June 30, 2025, the total amount due under the Tax Receivable Agreement was $ 35,117 .

As of December 31, 2025, the total amount due under the Tax Receivable Agreement was $ 34,911 .

On January 23, 2025, the Company and i3 Verticals, LLC effected certain recapitalization actions in order to reduce excess cash held at the Company as a result of its “Up-C” structure following a tax distribution received by the Company and the Continuing Equity Owners earlier in January 2025 (the “LLC Tax Distribution”) related to the taxable income associated with the gain on the sale of the Merchant Services Business completed in September 2024 that was anticipated to be recognized for 2024 federal income tax purposes by members of the Company.

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(in thousands, except unit, share and per share amounts)

SEGMENTS REPORTING

The Company determines its operating segments based on ASC 280, Segment Reporting , in alignment with how the CODM monitors and manages the performance of the business as well as the level at which financial information is reviewed.

As noted above, on September 20, 2024, the Company completed the transactions contemplated by the Merchant Services Purchase Agreement dated June 26, 2024, and sold the equity interests of the Merchant Services Acquired Entities comprising the Merchant Services Business.

The Merchant Services Business comprised the Company's entire former Merchant Services segment and a small portion of the Company's former Software and Services segment.

As a result of the sale of the Merchant Services Business, the historical results of the Merchant Services Business have been reflected as discontinued operations in our consolidated financial statements, and the Company ceased presenting a Merchant Services segment.

See Note 2 to our condensed consolidated financial statements for additional information.

Additionally, as noted above, on May 5, 2025, the Company completed the sale of the equity interests of the subsidiaries of the Company which owned and operated the Company's Healthcare RCM Business.

The Healthcare RCM business comprised a majority of the Company's former Healthcare segment.

As a result of the sale of the Healthcare RCM business, the historical results of the Healthcare RCM Business have been reflected as discontinued operations in the Company's consolidated financial statements.

See Note 2 to our condensed consolidated financial statements for additional information.

Prior to giving effect to the disposition of the Healthcare RCM Business, the Company had two operating segments and reportable segments, a Public Sector segment and a Healthcare segment, as reflected in the Company’s condensed consolidated financial statements for the three and six months ended March 31, 2025.

After giving effect to the disposition of the Healthcare RCM Business, the Company's core business for continuing operations is providing mission-critical enterprise software solutions to its public sector customers.

Taking into account the impact of the disposition of the Healthcare RCM Business, the Company has updated its segment presentation, and has determined that it has one operating segment and reportable segment as of June 30, 2025.

This change in our segment presentation is consistent with how the CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance (which is based on consolidated information) as further noted below.

The accounting policies of the Company’s one reportable segment are the same as those described in the summary of significant accounting policies in Note 3.

The Company's core business for continuing operations is providing mission-critical enterprise software solutions to its public sector customers.

The Company determined that it had one operating segment and one reportable segment.

This is consistent with how the chief operating decision maker ("CODM"), the Company's Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance (which is based on consolidated information) as further noted below.

The Company's business has products and solutions that create an efficient flow of information.

The Company's public sector software solutions help its customers provide more responsive and efficient services to their citizens and stakeholders.

The Company's revenue is primarily derived from enterprise software solutions, which can include SaaS, transaction-based fees, ongoing software maintenance and support, software licenses, and other professional services related to the Company's software offerings.

Additional revenue is derived from enabling payments within the Company's software platforms.

As the Company has a single operating segment and single reportable segment and is managed on a consolidated basis, the measure of segment profit or loss that the CODM uses to allocate resources and assess performance is consolidated net income as reported in the condensed consolidated statements of operations.

The CODM uses this measure to evaluate operating performance and for the purpose of making decisions about allocating resources.

The CODM uses this key measure to evaluate operating performance and considers budget-to-actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources to the segment.

i3 VERTICALS, Inc.

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(in thousands, except unit, share and per share amounts)

The following is a summary of reportable segment operating performance and significant expenses, reconciled to the Company's consolidated net income for continuing operations for the three months ended December 31, 2025 and 2024:

Three Months Ended December 31,

$ 52,671 $ 52,221

Other costs of services (excluding depreciation and amortization)

17,345 15,414

People operating expenses

15,272 15,274

Technology operating expenses

Other operating expenses (1)

Other segment expenses (2)

12,530 11,781

Net income from continuing operations

$ 1,085 $ 2,790

____________________

Other operating expenses includes rent expense, travel and entertainment, office expense, professional services expense, advertising and trade shows expense and immaterial miscellaneous other operating expenses.

Other segment expenses includes stock compensation expense, M&A-related expenses, other taxes and one-time expenses, depreciation and amortization, change in fair value of contingent consideration, interest expense, other (income) expense, and income tax expense.

Revenues from external customers are attributed to geographic areas based on the location of the customer.

For the three months ended December 31, 2025 and 2024, the majority of the Company’s revenues were derived from customers located in the United States, the Company’s country of domicile.

Revenues from foreign countries, primarily Canada, were not considered significant for separate disclosure.

The basis for attributing revenues to geographic areas is the location of the customer receiving the goods or services.

The Company has not disclosed expenditures on long-lived assets as such expenditures are not reviewed by or provided to the chief operating decision maker.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

NON-CONTROLLING INTEREST

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As such, future redemptions or direct exchanges of Common Units of i3 Verticals, LLC by the Continuing Equity Owners will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in capital when i3 Verticals, LLC has positive or negative net assets, respectively.

As of June 30, 2025 and 2024, respectively, i3 Verticals, Inc.

As of December 31, 2025 and 2024, respectively, i3 Verticals, Inc.

owned 22,609,537 and 23,437,250 of i3 Verticals, LLC's Common Units, representing a 73.0 % and 70.1 % economic ownership interest in i3 Verticals, LLC.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

The following table summarizes the impact on equity due to changes in the Company's ownership interest in i3 Verticals, LLC:

Nine Months Ended June 30,

Three Months Ended December 31,

Net income attributable to non-controlling interest

$ 463 $ 1,052

Transfers (from) to non-controlling interests:

Transfers from non-controlling interests:

Distributions to non-controlling interest holders 93 —

Redemption of common units in i3 Verticals, LLC — ( 237 )

Recapitalization from contribution to i3 Verticals, LLC 5,689 —

Allocation of equity (from) to non-controlling interests ( 3,588 ) 4,960

Net transfers (from) to non-controlling interests ( 15,316 ) 3,545

Allocation of equity from non-controlling interests ( 3,861 ) ( 293 )

Net transfers from non-controlling interests ( 3,768 ) ( 530 )

Change from net income attributable to non-controlling interests and net transfers (from) to non-controlling interests $ ( 3,305 ) $ 522

See Note 15 for information regarding certain recapitalization actions the Company and i3 Verticals, LLC effected during the nine months ended June 30, 2025 in order to reduce excess cash held at the Company as a result of its “Up-C” structure, which adjusted the Company’s and the Continuing Equity Holders’ respective ownership interests in i3 Verticals, LLC.

EARNINGS PER SHARE

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(in thousands, except unit, share and per share amounts)

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock from continuing operations for the three and nine months ended June 30, 2025 and 2024:

Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

Basic net (loss) income per share:

Net (loss) income

$ ( 996 ) $ ( 14,407 ) $ 4,117 $ ( 22,365 )

Net (loss) income attributable to non-controlling interest

Three Months Ended December 31,

Basic net income per share:

$ 1,085 $ 2,790

Net (loss) income attributable to Class A common stockholders

Net income attributable to non-controlling interest

Net income attributable to Class A common stockholders

$ 576 $ 1,855

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23,675,075 23,551,352

Basic net (loss) income per share (1)

Basic net income per share

$ 0.02 $ 0.08

Diluted net (loss) income per share:

Net (loss) income attributable to Class A common stockholders

Diluted net income per share:

Net income attributable to Class A common stockholders

$ 576 $ 1,855

Reallocation of net loss assuming conversion of common units (2)

Net (loss) income attributable to Class A common stockholders – diluted

Reallocation of net income assuming conversion of common units (1)(2)

Net income attributable to Class A common stockholders – diluted

$ 576 $ 2,566

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25,091,754 34,057,196

Diluted net (loss) income per share

Diluted net income per share

$ 0.02 $ 0.08

__________________________

For the three and nine months ended June 30, 2024, all potentially dilutive securities were anti-dilutive, so diluted net loss per share was equivalent to basic net loss per share.

The following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net loss per share of Class A common stock for continuing operations:

10,052,017 and 10,079,057 weighted average shares of Class B common stock for the three and nine months ended June 30, 2024, respectively, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive,

7,764,984 and 7,981,615 stock options for the three and nine months ended June 30, 2024, respectively, were excluded because the exercise price of these stock options exceeded the average market price of our Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive, and

234,503 and 363,171 shares for the three and nine months ended June 30, 2024, respectively, resulting from estimated stock option exercises and restricted stock units vesting as calculated by the treasury stock method were excluded because of the effect of including them would have been anti-dilutive.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

The reallocation of net income assuming conversion of common units represents the tax effected net income attributable to non-controlling interest using the effective income tax rates described in Note 10 above and assuming all common units of i3 Verticals, LLC were exchanged for Class A common stock at the beginning of the period.

The common units of i3 Verticals, LLC held by the Continuing Equity Owners are potentially dilutive securities, and the computations of diluted net income per share assume that all common units of i3 Verticals, LLC were exchanged for shares of Class A common stock at the beginning of the period.

For the three and nine months ended June 30, 2025, the following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net (loss) income per share of Class A common stock for continuing operations:

9,359,632 weighted average shares of Class B common stock for the nine months ended June 30, 2025, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive,

4,362,416 and 4,436,416 stock options for the three and nine months ended June 30, 2025, respective, were excluded because the exercise price of these stock options exceeded the average market price of our Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive, and

952,796 shares for the three months ended June 30, 2025 resulting from estimated stock option exercises and restricted stock units vesting as calculated by the treasury stock method were excluded because of the effect of including them would have been anti-dilutive.

For the three months ended December 31, 2025 and 2024, the following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net income per share of Class A common stock for continuing operations:

8,381,681 weighted average shares of Class B common stock for the three months ended December 31, 2025, along with the reallocation of associated net income assuming conversion of these shares (which represents the tax effected net income attributable to non-controlling interest using the effective income tax rates described in Note 10 above and assuming all common units of i3 Verticals, LLC were exchanged for Class A common stock at the beginning of the period), were excluded because the effect would have been anti-dilutive and

2,051,755 and 6,236,721 stock options for the three months ended December 31, 2025 and 2024, respectively, were excluded because the exercise price of these stock options exceeded the average market price of our Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive,

i3 VERTICALS, Inc.

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(in thousands, except unit, share and per share amounts)

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock from discontinued operations for the three and nine months ended June 30, 2025 and 2024:

Three Months Ended June 30, Nine Months Ended June 30,

Three Months Ended December 31,

Basic net (loss) income per share:

Net (loss) income

$ ( 138 ) $ 318

Basic net income per share:

Net (loss) income attributable to non-controlling interest

Net (loss) income attributable to Class A common stockholders

$ ( 92 ) $ 201

Net income attributable to non-controlling interest

Weighted average shares of Class A common stock outstanding

23,675,075 23,551,352

Net income attributable to Class A common stockholders

Basic net (loss) income per share

$ 0.00 $ 0.01

Weighted average shares of Class A common stock outstanding

Diluted net (loss) income per share:

Net (loss) income attributable to Class A common stockholders

$ ( 92 ) $ 201

Basic net income per share (1)

Reallocation of net loss assuming conversion of common units (1)(2)

Net (loss) income attributable to Class A common stockholders – diluted

$ ( 127 ) $ 201

Diluted net income per share:

Net income attributable to Class A common stockholders $ 12,320

Reallocation of net income assuming conversion of common units (2)

Net income attributable to Class A common stockholders – diluted

Weighted average shares of Class A common stock outstanding

23,675,075 23,551,352

Weighted average effect of dilutive securities (2)

8,381,681 479,664

Weighted average shares of Class A common stock outstanding – diluted

Diluted net income per share $ 0.49

32,056,756 24,031,016

For the three months ended June 30, 2025 and for three and nine months ended June 30, 2024, net income (loss) from continuing operations attributable to i3 Verticals, Inc.

was in a loss position, so diluted net income per share of Class A common stock for discontinued operations is computed in the same manner as basic net income per share of Class A common stock for discontinued operations.

The following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net loss per share of Class A common stock for discontinued operations:

8,637,499, 10,052,017 and 10,079,057 weighted average shares of Class B common stock for the three months ended June 30, 2025 and the three and nine months ended June 30, 2024, respectively,along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive,

4,362,416 , 7,764,984 and 7,981,615 stock options for the three months ended June 30, 2025 and the three and nine months ended June 30, 2024, respectively, were excluded because the exercise price of these stock options exceeded the average market price of our Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive, and

952,796, 234,503 and 363,171 shares for the three months ended June 30, 2025 and the three and nine months ended June 30, 2024, respectively, resulting from estimated stock option exercises and restricted stock units vesting as calculated by the treasury stock method were excluded because of the effect of including them would have been anti-dilutive.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

Diluted net (loss) income per share

$ 0.00 $ 0.01

__________________________

For the nine months ended June 30, 2025, the following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net income per share of Class A common stock for discontinued operations:

4,436,416 stock options for the nine months ended June 30, 2025, were excluded because the exercise price of these stock options exceeded the average market price of our Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive.

10,026,180 weighted average shares of Class B common stock for the three months ended December 31, 2024, along with the reallocation of associated net income assuming conversion of these shares (which represents the tax effected net income attributable to non-controlling interest using the effective income tax rates described in Note 10 above and assuming all common units of i3 Verticals, LLC were exchanged for Class A common stock at the beginning of the period), were excluded because the effect would have been anti-dilutive,

2,051,755 and 6,236,721 options to purchase shares of Class A common stock for the three months ended December 31, 2025 and 2024, respectively, were excluded because the exercise price of these options exceeded the average market price of the Company's Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive, and

1,416,679 shares of Class A common stock for the three months ended December 31, 2025, resulting from estimated stock option exercises and restricted stock units vesting as calculated by the treasury stock method were excluded because the effect of including them would have been anti-dilutive.

i3 VERTICALS, Inc.

1 unchanged sentence

(in thousands, except unit, share and per share amounts)

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock from the consolidated operations for three and nine months ended June 30, 2025 and 2024:

Three Months Ended June 30, Nine Months Ended June 30,

Basic net income (loss) per share:

Net income (loss)

$ 18,425 $ ( 8,298 ) $ 22,302 $ ( 3,414 )

Net income (loss) attributable to non-controlling interest

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock from consolidated operations for three months ended December 31, 2025 and 2024:

Three Months Ended December 31,

Basic net income per share:

$ 947 $ 3,108

Net (loss) income attributable to Class A common stockholders

Net income attributable to non-controlling interest

Net income attributable to Class A common stockholders

$ 484 $ 2,056

1 unchanged sentence

23,675,075 23,551,352

Basic net income (loss) per share (1)

Basic net income per share

$ 0.02 $ 0.09

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__________________________

For the three and nine months ended June 30, 2024, all potentially dilutive securities were anti-dilutive, so diluted net loss per share was equivalent to basic net loss per share.

The following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net loss per share of Class A common stock for consolidated operations:

10,052,017 and 10,079,057 weighted average shares of Class B common stock for the three and nine months ended June 30, 2024, respectively,along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive,

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

For the three and nine months ended June 30, 2025, the following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net income per share of Class A common stock for consolidated operations:

4,362,416 and 4,436,416 stock options for the three and nine months ended June 30, 2025, respectively, were excluded because the exercise price of these stock options exceeded the average market price of our Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive.

For the three months ended December 31, 2025 and 2024, the following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net loss per share of Class A common stock from consolidated operations:

In September 2022 the Company made the irrevocable election to settle the principal portion of its Exchangeable Notes only in cash, the Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net loss per share, if applicable.

The conversion spread had a dilutive impact on diluted net loss per share of common stock when the average market price of the Company's Class A common stock for a given period exceeded the exchange price of $ 40.87 per share for the Exchangeable Notes.

The Exchangeable Notes matured in February 2025 and we paid the entire remaining principal balance.

The Exchangeable Notes matured in February 2025 and the Company paid the entire remaining principal balance.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except unit, share and per share amounts)

The Warrants sold in connection with the issuance of the Exchangeable Notes are considered to be dilutive when the average price of the Company's Class A common stock during the period exceeds the Warrants' stock price of $ 62.88 per share.

The effect of the additional shares that may be issued upon exercise of the Warrants will be included in the weighted average shares of Class A common stock outstanding—diluted using the treasury stock method.

The Warrants expire over a ninety trading day period that began on May 15, 2025.

The Warrants expired over a ninety trading day period that began on May 15, 2025.

The Note Hedge Transactions purchased in connection with the issuance of the Exchangeable Notes are considered to be anti-dilutive and therefore do not impact our calculation of diluted net income per share.

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SIGNIFICANT NON-CASH TRANSACTIONS

The Company engaged in the following significant non-cash investing and financing activities related to continuing operations during the nine months ended June 30, 2025 and 2024:

Nine months ended June 30,

Acquisition date fair value of contingent consideration in connection with business combinations $ 1,260 $ 170

The Company engaged in the following significant non-cash investing and financing activities during the three months ended December 31, 2025 and 2024.

which are reported on a consolidated basis.

See Note 2 for significant non-cash investing and financing activities from discontinued operations for major captions on the condensed consolidated financial statements.

Three months ended December 31,

Right-of-use assets obtained in exchange for operating lease obligations $ 435 $ 288

Excise taxes accrued on share repurchases $ 379 $ —

SUBSEQUENT EVENTS

New Share Repurchase Program

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, under which the Company may repurchase up to $ 50,000 of outstanding shares of Class A common stock (exclusive of fees, commissions or other expenses

Transportation Market Acquisition

Effective January 1, 2026, the Company completed the acquisition of a business that operates in the transportation market at the state level.

The acquired business provides driver and motor vehicle insurance verification solutions.

Total purchase consideration was $ 60,000 in cash payable at closing (which amount is subject to post-closing adjustment) funded by proceeds from the Company's revolving credit facility and cash on hand, plus an additional amount of cash contingent consideration payable following the closing in an amount up to $ 20,000 dependent upon the achievement of specified financial performance targets (as defined in the purchase agreement) following the closing, which contingent consideration is still being valued for purposes of our financial statements.

The additional cash consideration of up to $ 20,000 , in the aggregate, is to be paid based upon the achievement of specified financial performance targets, as defined in the purchase agreement, for performance periods extending through May 2028.

The Company is in process of determining the acquisition date fair values of the liabilities for the contingent consideration based on discounted cash flow analyses.

The effect of the acquisition will be included in the consolidated statements of operations beginning January 1, 2026.

The Company is still evaluating the allocations of the preliminary purchase consideration and pro forma results of operations.

i3 VERTICALS, Inc.

1 unchanged sentence

(in thousands, except unit, share and per share amounts)

related to such repurchases).

This new share purchase program will replace the Prior Share Repurchase Program which terminated on August 8, 2025, as described above in Note 9.

This share repurchase program will terminate on the earlier of September 30, 2026, or when the maximum dollar amount under the authorization has been expended.

Pursuant to this authorization, repurchases may be made from time to time in the open market, through privately negotiated transactions, or otherwise, including under Rule 10b5-1 plans.

In addition, any repurchases under this share repurchase program will be subject to prevailing market conditions, liquidity and cash flow considerations, applicable securities laws requirements (including under Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as applicable), compliance with contractual restrictions under the 2023 Senior Secured Credit Facility and other factors.

This share repurchase program does not require the Company to acquire any particular amount of shares of Class A common stock, and may be extended, modified, suspended or discontinued at any time at the Company’s discretion.

Recent Share Repurchases

Since December 31, 2025 and as of February 5, 2026, the Company repurchased 517,054 shares of Class A Common Stock under the August 2025 Share Repurchase Program at an average price of $ 23.42 per share for a total cost inclusive of commissions and excise taxes of $ 12,244 .

The repurchased shares were cancelled and retired, resulting in a permanent reduction in both the number of shares outstanding and the Company's total stockholders' equity.

New Share Repurchase Program

On February 5, 2026, the Company entered into a new share repurchase program (the "New Share Repurchase Program") for the Company's Class A common stock, under which the Company is authorized to repurchase up to $ 60,000 of outstanding shares of our Class A common stock (exclusive of fees, commissions or other expenses related to such repurchases).

This New Share Repurchase Program replaced a prior share repurchase program entered into by the Company on August 7, 2025, under which the Company was authorized to repurchase up to $ 50,000 of outstanding shares of the Company’s Class A common stock (exclusive of fees, commissions or other expenses related to such repurchases), which prior share repurchase program is no longer in effect following the Company expending the maximum dollar amount under this program.

This New Share Repurchase Program will terminate on the earlier of February 4, 2027, or when the maximum dollar amount under the authorization has been expended.

Pursuant to this New Share Repurchase Program, the Company is authorized to make repurchases of our Class A Common Stock in the open market, through privately negotiated transactions, or otherwise, including under Rule 10b5-1 plans.

In addition, repurchases under this New Share Repurchase Program will be subject to prevailing market conditions, liquidity and cash flow considerations, applicable securities laws requirements (including under Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as applicable), compliance with contractual restrictions under the 2023 Senior Secured Credit Facility and other factors.

This New Share Repurchase Program does not require the Company to acquire any particular amount of shares of Class A common stock, and may be extended, modified, suspended or discontinued at any time at the Company’s discretion.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements