13 unchanged sentences
• our ability to execute on our strategy and achieve our goals following the completion of the sale of our Merchant Services Business and our Healthcare RCM Business;
−Removed: • risks related to ongoing and future economic and geopolitical conditions, including the impact of inflationary pressures, elevated interest rates, current geopolitical instability (including in connection with current tensions between India and Pakistan), and tariff and trade-related developments;
• our ability to successfully manage our intellectual property;
−Removed: • the triggering of impairment testing of our fair-valued assets, including goodwill and intangible assets, in the event of a decline in the price of our Class A common stock or otherwise;
+Added: • the impact of any potential of impairment charges associated with our fair-valued assets, including goodwill and intangible assets, in the event of a decline in the price of our Class A common stock or otherwise;
• our ability to generate revenues sufficient to maintain profitability and positive cash flow;
2 unchanged sentences
• risk of shortages, price increases, changes, delays or discontinuations of hardware due to supply chain disruptions with respect to our limited number of suppliers;
−Removed: • impact of inflation and fluctuations in interest rates (including current elevated interest rate levels) and the potential effect of such fluctuations on revenues, expenses and resulting margins;
+Added: • risks related to economic and geopolitical conditions, including the impact of inflation and fluctuations in interest rates (including current elevated interest rate levels) and tariff and trade-related developments;
• our ability to keep pace with rapid developments and changes in our industry and provide new products and services;
2 unchanged sentences
• changes in the budgets or regulatory environments of our public sector customers, primarily local and state governments, that could negatively impact spending;
−Removed: • our ability to increase our existing vertical markets, grow within the current vertical markets in which we operate and execute our growth strategy;
+Added: • our ability to increase our existing market share, grow within the current public sector markets in which we operate and execute our growth strategy;
• our ability to successfully identify acquisition targets, complete those acquisitions and effectively integrate those acquisitions into our services;
2 unchanged sentences
• our ability to attract, recruit, retain and develop key personnel and qualified employees;
−Removed: • risks related to laws, regulations, and industry standards;
• risk of chargeback liabilities if our customers refuse or cannot reimburse chargebacks resolved in favor of their customers;
+Added: • risks related to laws, regulations and industry standards, including our ability to comply with complex laws and regulations applicable to the industries in which we operate or to adjust our operations in response to changing laws and regulations, such as the evolving legal, ethical and regulatory landscape over artificial intelligence technologies;
• the impact of recent decisions of the U.S.
Supreme Court regarding the actions of federal agencies;
−Removed: • the impact of government investigations, claims, and litigation;
+Added: • the impact of claims, litigation and government investigations;
• risks related to our international operations;
11 unchanged sentences
Executive Overview
−Removed: After giving effect to the sale of our Healthcare RCM Business (as defined below) on May 5, 2025, as described below, the Company provides mission-critical enterprise software solutions to its public sector customers.
+Added: The Company provides mission-critical enterprise software solutions to its public sector customers.
These comprehensive cloud-native solutions address a broad range of government functions, including courts, transportation, utilities, revenue and schools.
1 unchanged sentence
With thousands of software installations across all 50 states and Canada, i3 Verticals is a leader in the public sector vertical.
−Removed: Prior to the disposition of the Healthcare RCM Business, we had two operating segments and reportable segments, a Public Sector segment and a Healthcare Segment, as reflected in the Company’s consolidated financial statements for the three months ended March 31, 2025.
−Removed: After giving effect to 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.
+Added: The Company has one operating and reportable segment.
See Note 16 to our condensed consolidated financial statements for additional information.
−Removed: Recent Developments
−Removed: Inflationary pressures, elevated interest rate levels, monetary policy, the current geopolitical situation (including in connection with the military conflicts in the Middle East and Ukraine as well as the current tensions between India and Pakistan), tariff and trade-related developments, and budgetary and political pressures to reduce government spending are causing broad economic uncertainty and could potentially cause new, or exacerbate existing, economic challenges that may impact us.
+Added: Economic Trends
+Added: Inflationary pressures, elevated interest rate levels, monetary policy, the current geopolitical situation (including the military conflicts in the Middle East and Ukraine), tariff and trade-related developments, and budgetary and political pressures to reduce government spending are causing broad economic uncertainty and could potentially cause new, or exacerbate existing, economic challenges that may impact us.
For example, we have business operations in Canada, and the determination of Canadian governmental authorities or businesses to cancel or not renew contracts, or otherwise reduce business, with U.S.
companies as a result of current trade tensions with the United States, as has been advocated by certain Canadian governmental authorities, could adversely impact our financial results.
−Removed: As the future magnitude, duration and effects of these conditions are difficult to predict at this time, we are unable to predict the extent of the potential effect on our financial results.
−Removed: At June 30, 2025, we had $55.5 million of cash and cash equivalents and $400.0 million of available capacity under our 2023 Senior Secured Credit Facility subject to our financial covenants.
−Removed: As of June 30, 2025, we were in compliance with these covenants with a consolidated interest coverage ratio and total leverage ratio 87.1x, and 0.0x, respectively.
+Added: The future magnitude, duration and effects of these macroeconomic and geopolitical conditions are difficult to predict, and as such we are unable to predict the extent of the potential effect of these conditions on our financial results.
+Added: At December 31, 2025, we had $37.5 million of cash and cash equivalents and $400.0 million of available capacity under our 2023 Senior Secured Credit Facility subject to our financial covenants.
+Added: As of December 31, 2025, we were in compliance with these covenants with a consolidated interest coverage ratio and total leverage ratio 94.9x, and 0.0x, respectively.
For additional information about our Exchangeable Notes and 2023 Senior Secured Credit Facility, see the section entitled “Liquidity and Capital Resources” below.
Sale of Healthcare RCM Business
−Removed: On May 5, 2025, i3 Verticals, LLC, and i3 Healthcare Solutions, LLC, a wholly-owned subsidiary of i3 Verticals, LLC (“Healthcare RCM Seller,” and collectively with i3 Verticals LLC, the “Healthcare RCM Seller Parties”), completed the sale of the equity interests of certain wholly-owned subsidiaries of the Healthcare RCM Seller (the “Healthcare RCM Acquired Entities”) which owned and operated the Company's healthcare revenue cycle management business, including its associated proprietary technology, to Infinx, Inc.
+Added: On May 5, 2025, i3 Verticals, LLC, and i3 Healthcare Solutions, LLC, a wholly-owned subsidiary of i3 Verticals, LLC (“Healthcare RCM Seller,” and collectively with i3 Verticals LLC, the “Healthcare RCM Seller Parties”), completed the sale of the equity interests of certain wholly-owned subsidiaries of the Healthcare RCM Seller (the “Healthcare RCM Acquired Entities”) which owned and operated the Company's healthcare revenue cycle management business, including its associated proprietary technology (the "Healthcare RCM Business"), to Infinx, Inc.
(“Healthcare RCM Buyer”), a Texas corporation, pursuant to the terms of that certain Securities Purchase Agreement dated as of May 5, 2025, by and among Healthcare RCM Buyer and the Healthcare RCM Seller Parties (the “Healthcare RCM Purchase Agreement;” the transactions contemplated by the Healthcare RCM Purchase Agreement, the “Healthcare RCM Transactions”).
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.
−Removed: The purchase price payable by Healthcare RCM Buyer to Healthcare RCM Seller for the equity interests of the Healthcare RCM Acquired Entities was $96.4 million, paid in cash at closing.
−Removed: 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.
−Removed: The Healthcare RCM Business contributed $3.6 million and $22.5 million of revenue for the three and nine months ended June 30, 2025, respectively.
+Added: The purchase price payable by Healthcare RCM Buyer to Healthcare RCM Seller for the equity interests of the Healthcare RCM Acquired Entities was $96.3 million, paid in cash at closing, after giving effect to post-closing net working capital, indebtedness and cash adjustments.
As a result of the sale of the Healthcare RCM Business, the results of operations for the Healthcare RCM Business have been reclassified as discontinued operations in our condensed consolidated statements of operations for all periods presented.
1 unchanged sentence
Sale of Merchant Services Business
−Removed: On September 20, 2024, i3 Verticals, LLC, and i3 Holdings Sub, Inc., a wholly-owned subsidiary of i3 Verticals, LLC (“Corporation Seller,” and collectively with i3 Verticals, LLC, the “Merchant Services Sellers”) completed the transactions (such closing, the “Closing”) contemplated by that certain Securities Purchase Agreement dated as of June 26, 2024 (the “Merchant Services Purchase Agreement”), by and among i3 Verticals, LLC, Corporation Seller, the Company (solely for the purpose of providing a guaranty of the obligations of the Merchant Services Sellers as set forth in the Merchant Services Purchase Agreement), Payroc Buyer, LLC
−Removed: (“Merchant Services Buyer”), and Payroc WorldAccess, LLC (solely for the purpose of providing a guaranty of the obligations of Merchant Services Buyer as set forth in the Merchant Services Purchase Agreement).
−Removed: Pursuant to the terms of the Merchant Services Purchase Agreement, the Merchant Services Sellers sold to Merchant Services Buyer the equity interests of certain direct and indirect wholly-owned subsidiaries of the Merchant Services Sellers (the “Merchant Services Acquired Entities”) primarily comprising the Company's merchant services business, including its associated proprietary technology (the “Merchant Services Business”), after giving effect to the contribution of certain assets and the assignment of certain liabilities associated with the Merchant Services Business from i3 Verticals, LLC and certain affiliates to the Merchant Services Acquired Entities pursuant to a contribution agreement which was entered into immediately prior to the Closing.
+Added: On September 20, 2024, i3 Verticals, LLC, and i3 Holdings Sub, Inc., a wholly-owned subsidiary of i3 Verticals, LLC (“Corporation Seller,” and collectively with i3 Verticals, LLC, the “Merchant Services Sellers”) completed the transactions (such closing, the “Closing”) contemplated by that certain Securities Purchase Agreement dated as of June 26, 2024 (the “Merchant Services Purchase Agreement”), by and among i3 Verticals, LLC, Corporation Seller, the Company (solely for the purpose of providing a guaranty of the obligations of the Merchant Services Sellers as set forth in the Merchant Services Purchase Agreement), Payroc Buyer, LLC (“Merchant Services Buyer”), and Payroc WorldAccess, LLC (solely for the purpose of providing a guaranty of the obligations of Merchant Services Buyer as set forth in the Merchant Services Purchase Agreement).
+Added: Pursuant to the terms of the Merchant Services Purchase Agreement, the Merchant Services Sellers sold to Merchant Services Buyer the equity interests of certain direct and indirect wholly-owned subsidiaries of the Merchant Services Sellers (the “Merchant Services Acquired Entities”) primarily comprising the Company's merchant services business, including its associated proprietary technology (the “Merchant Services Business”), after giving effect to the contribution of certain assets and the assignment of certain liabilities associated with the Merchant
+Added: Services Business from i3 Verticals, LLC and certain affiliates to the Merchant Services Acquired Entities pursuant to a contribution agreement which was entered into immediately prior to the Closing.
Pursuant to the terms of the Merchant Services Purchase Agreement, Merchant Services Buyer paid to the Merchant Services Sellers an aggregate purchase price of approximately $439.5 million paid in cash at closing, after giving effect to post-closing net working capital, indebtedness and cash adjustments.
As a result of the sale of the Merchant Services Business, the results of operations for the Merchant Services Business have been reflected as discontinued operations in our condensed consolidated statements of operations for all periods presented.
−Removed: Refer to Note 2 to additional information.
+Added: Refer to Note 2 for additional information.
A core component of our growth strategy includes a disciplined approach to acquisitions of companies and technology, evidenced by numerous platform acquisitions and tuck-in acquisitions since our inception in 2012.
Our acquisitions have increased the number of businesses and organizations to whom we provide solutions and augmented our existing proprietary payment facilitator platform and software solutions and capabilities.
−Removed: Acquisitions during the nine months ended June 30, 2025
−Removed: On April 1, 2025, the Company completed the acquisition of a business to expand the Company’s Public Sector utility billing software offerings.
−Removed: Total purchase consideration was $10.3 million, including $9.0 million in cash funded by proceeds from the Company's revolving credit facility and $1.3 million in the acquisition date estimated fair value of contingent cash consideration (the final amount of such contingent cash payment of up to $5.0 million is dependent upon achievement of specified financial performance targets, as defined in the purchase agreement).
−Removed: During the nine months ended June 30, 2025, we also completed the acquisition of certain assets of a business to expand our customer footprint.
−Removed: Total purchase consideration was $2.0 million in cash funded from cash on hand.
−Removed: Acquisitions during the nine months ended June 30, 2024
−Removed: During the nine months ended June 30, 2024, we completed the acquisition of one business to expand our software offerings.
−Removed: Total purchase consideration was $1.3 million, including $1.1 million in cash funded by the proceeds from our revolving credit facility and $0.2 million in the acquisition date estimated fair value of contingent cash consideration (the final amount of such contingent cash payment of up to of up to $22.0 million is dependent upon achievement of specified financial performance targets, as defined in the purchase agreement).
+Added: Recent acquisitions
+Added: Effective January 1, 2026, we completed the acquisition of a business that operates in the transportation market at the state level.
+Added: The acquired business provides driver and motor vehicle insurance verification solutions.
+Added: Total purchase consideration was $60.0 million in cash payable at closing (which amount is subject to post-closing adjustment) funded by proceeds from our revolving credit facility and cash on hand, plus an additional amount of cash contingent consideration payable following the closing in an amount up to $20.0 million 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.
+Added: Acquisitions during the three months ended December 31, 2025
+Added: During the three months ended December 31, 2025, we did not complete any acquisitions.
+Added: Acquisitions during the three months ended December 31, 2024
+Added: During the three months ended December 31, 2024, we did not complete any acquisitions.
Our Revenue and Expenses
8 unchanged sentences
Other costs of services .
−Removed: Other costs of services include costs directly related to our software and related services.
+Added: Other costs of services include costs directly related to our software and related services, including personnel costs related to installation of our 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 our customers.
Additionally, other costs of services include costs directly attributable related to payment processing services such as processing and bank sponsorship.
3 unchanged sentences
Other costs of services are recognized at the time the related revenue is recognized.
−Removed: Following the disposal of our Merchant Services Business in the fourth quarter of fiscal year 2024, our core business has been providing software solutions.
−Removed: Given the change in our business model following the sale of our Merchant Services Business, we reclassified certain expenses to better align with the primary industry in which we operate.
−Removed: During the first quarter of fiscal year 2025, we revised our presentation of certain expenses in the Condensed Consolidated Statements of Operations from selling, general and administrative expenses to other costs of services.
−Removed: We reclassified personnel costs related to installation of our 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.
−Removed: We also reclassified certain hosting and related software costs for directly supporting our customers from selling, general and administrative to other costs of services.
−Removed: Refer to Note 3 for discussion of the change in the current and prior period presentation.
Selling, general and administrative .
Selling, general and administrative expenses include certain salaries and other employment costs, professional services, internal technology expenses, rent and utilities and other operating costs.
−Removed: Salaries and other employment costs within selling, general and administrative include individuals associated with shared services, product development, sales and other functions.
−Removed: Following the disposal of our Merchant Services Business in the fourth quarter of fiscal year 2024, our core business has been providing software solutions.
−Removed: Given the change in our business model following the sale of our Merchant Services Business, we have reclassified certain expenses to better align with the primary industry in which we operate.
−Removed: During the first quarter of fiscal year 2025, we revised our presentation of certain expenses in the Condensed Consolidated Statements of Operations from selling, general and administrative expenses to other costs of services.
−Removed: Refer to Note 3 for discussion of the change in the current and prior period presentation.
+Added: Salaries and other employment costs within selling, general and administrative include individuals associated with shared services, product development and maintenance, sales and other functions.
Depreciation and amortization .
1 unchanged sentence
Depreciation expense is recognized on a straight-line basis over the estimated useful life of the asset.
−Removed: Amortization expense for acquired intangible assets and internally developed software is recognized using a proportional cash flow method.
+Added: Amortization expense for acquired intangible assets and internally developed software is recognized straight-line, which we consider materially consistent with a proportional cash flow method.
Amortization expense for internally developed software is recognized over the estimated useful life of the asset.
1 unchanged sentence
Interest expense.
−Removed: Our interest expense consists of interest on our outstanding indebtedness under our 2023 Senior Secured Credit Facility, and prior to their maturity, the Exchangeable Notes, and amortization of debt issuance costs.
+Added: Our interest expense consists of interest on our outstanding indebtedness under our 2023 Senior Secured Credit Facility, and prior to their maturity, the Exchangeable Notes, and amortization of or write offs of debt issuance costs.
How We Assess Our Business
−Removed: As a result of the sale of the Merchant Services Business in 2024, the results of operations for the Merchant Services Business have been reflected as discontinued operations in our condensed consolidated statements of operations for all periods presented.
−Removed: Additionally, as a result of the sale of the Healthcare RCM Business on May 5, 2025, the results of operations for the Healthcare RCM Business have been reclassified as discontinued operations in our condensed consolidated statements of operations for all periods presented.
−Removed: After giving effect to these developments, as further described above, the Company has one operating segment and reportable segment as of June 30, 2025.
−Removed: After giving effect to the sale of the Healthcare RCM Business as noted above, the Company provides mission-critical enterprise software and services solutions to its public sector customers.
+Added: As a result of the sale of the Merchant Services Business in 2024 and the Healthcare RCM Business in 2025, the results of operations for the Merchant Services Business and the Healthcare RCM Business have been reflected as discontinued operations in our condensed consolidated statements of operations for all periods presented.
+Added: After giving effect to these developments, as further described above, the Company has one operating segment and reportable segment.
+Added: The Company provides mission-critical enterprise software and services solutions to its public sector customers.
These comprehensive solutions cover a broad range of applications, including cloud native enterprise software, all of which enable state and local governments and related agencies to serve their constituents in an efficient and seamless manner.
16 unchanged sentences
The active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.
−Removed: ARR from continuing operations for the three months ended June 30, 2025 and 2024 was $160.8 million and $143.6 million, respectively, representing a period-to-period growth rate of 12%.
+Added: ARR from continuing operations for the three months ended December 31, 2025 and 2024 was $169.6 million and $156.4 million, respectively, representing a period-to-period growth rate of 8.4%.
Adjusted EBITDA margin is used by the Company to measure operating performance and for purposes of making decisions.
4 unchanged sentences
As a result of the sale of the Merchant Services Business and the Healthcare RCM Business, the historical results of these two disposed businesses have been reflected as discontinued operations in our condensed consolidated financial statements.
−Removed: Prior period results of operations and balance sheet information have been recast to reflect this presentation, and the discussion below relates to our continuing operations after giving effect to the reclassification for the Merchant Services Business and Healthcare RCM Business as discontinued operations.
−Removed: Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
+Added: Prior period results of operations and balance sheet information have been recast to reflect this presentation, and the discussion below relates to our continuing operations after giving effect to the reclassification for the Merchant Services Business and the Healthcare RCM Business as discontinued operations.
+Added: Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024
The following table presents our historical results of operations for the periods indicated:
−Removed: Three Months Ended June 30, Change
+Added: Three Months Ended December 31, Change
(in thousands) 2025 2024 Amount %
8 unchanged sentences
Total operating expenses 51,062 50,168 894 1.8 %
−Removed: Loss from operations
−Removed: (4,813) (1,310) (3,503) 267.4 %
−Removed: Other (income) expenses
−Removed: Interest expense 806 7,906 (7,100) (89.8) %
−Removed: Other income (4,601) — (4,601) n/m
−Removed: Total other (income) expenses (3,795) 7,906 (11,701) n/m
−Removed: Loss before income taxes (1,018) (9,216) 8,198 (89.0) %
−Removed: (Benefit from) provision for income taxes (22) 5,191 (5,213) n/m
−Removed: Net loss from continuing operations
−Removed: (996) (14,407) 13,411 (93.1) %
−Removed: Net income from discontinued operations, net of income taxes
−Removed: 19,421 6,109 13,312 n/m
−Removed: Net income (loss) 18,425 (8,298) 26,723 n/m
−Removed: Net loss from continuing operations attributable to non-controlling interest
−Removed: (586) (2,608) 2,022 (77.5) %
−Removed: Net income from discontinued operations attributable to non-controlling interest
−Removed: 6,129 1,855 4,274 n/m
−Removed: Net income (loss) attributable to non-controlling interest 5,543 (753) 6,296 n/m
−Removed: Net loss from continuing operations attributable to i3 Verticals, Inc.
−Removed: (410) (11,799) 11,389 (96.5) %
−Removed: Net income from discontinued operations attributable to i3 Verticals, Inc.
−Removed: 13,292 4,254 9,038 n/m
−Removed: Net income (loss) attributable to i3 Verticals, Inc.
−Removed: $ 12,882 $ (7,545) $ 20,427 n/m
−Removed: n/m = not meaningful
−Removed: _________________________________________
−Removed: Refer to Note 3 for discussion of the change in the current and prior period presentation.
−Removed: Revenue increased $5.7 million, or 12.4%, to $51.9 million for the three months ended June 30, 2025 from $46.2 million for the three months ended June 30, 2024.
−Removed: This increase included incremental revenue from current and prior year acquisitions of $2.2 million.
−Removed: The remaining increase was primarily driven by an increase of $2.9 million in recurring revenues and an increase of $0.4 million software license revenue.
−Removed: Other Costs of Services
−Removed: Other costs of services increased $1.4 million, or 9.5%, to $16.7 million for the three months ended June 30, 2025 from $15.3 million for the three months ended June 30, 2024.
−Removed: The increase was primarily driven by an increase in internal and external personnel costs of $0.9 million an increase in software costs of $0.7 million for the three months ended June 30, 2025 from the three months ended June 30, 2024.
−Removed: Selling, General and Administrative Expenses
−Removed: Selling, general and administrative expenses increased $7.0 million, or 26.8%, to $33.0 million for the three months ended June 30, 2025 from $26.0 million for the three months ended June 30, 2024.
−Removed: The increase was driven by an increase in M&A-related expenses of $3.4 million, which increased primarily due to activity that is for non-recurring expenses for which we are reimbursed through the transition services agreements, employee leasing arrangement, and processing services agreement with Infinx and Payroc, and for which revenue is recognized in other income.
−Removed: Additional increases were driven by an increase in internal and external personnel costs of $2.9 million for the three months ended June 30, 2025 from the three months ended June 30, 2024.
−Removed: Depreciation and Amortization
−Removed: Depreciation and amortization increased $0.8 million, or 13.5%, to $7.0 million for the three months ended June 30, 2025 from $6.2 million for the three months ended June 30, 2024.
−Removed: Amortization expense increased $0.9 million to $6.4 million for the three months ended June 30, 2025 from $5.5 million for the three months ended June 30, 2024 primarily due to amortization expense recorded for intangible assets and capitalized software acquired from current year and prior year acquisitions as well as an increase in capitalized software project releases, driving an increase in amortization expense.
−Removed: Depreciation expense decreased slightly by $0.1 million to $0.6 million for the three months ended June 30, 2025 from $0.7 million for the three months ended June 30, 2024.
−Removed: Change in Fair Value of Contingent Consideration
−Removed: Change in fair value of contingent consideration to be paid in connection with acquisitions was a benefit of $26.0 thousand for the three months ended June 30, 2025 related to adjustments to the expected present value of consideration to be paid for earnouts.
−Removed: The change in fair value of contingent consideration for the three months ended June 30, 2024 was a charge of $1 thousand.
−Removed: Interest Expense
−Removed: Interest expense decreased $7.1 million, or 89.8%, to $0.8 million for the three months ended June 30, 2025 from $7.9 million for the three months ended June 30, 2024.
−Removed: The decrease reflects a lower average outstanding debt balance for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024.
−Removed: Other income was $4.6 million during the three months ended June 30, 2025, and there was no other income during the three months ended June 30, 2024.
−Removed: Other income during the three months ended June 30, 2025 reflects income from the transition services agreement and employee leasing arrangement entered into at the closing of the sale of the Healthcare RCM Business of $3.9 million, income from the transition services agreement and processing services agreement entered into at the closing of the sale of the Merchant Services Business of $0.3 million and interest income generated from cash held at financial institutions of $0.4 million.
−Removed: (Benefit from) Provision for Income Taxes
−Removed: The provision for income taxes decreased to a benefit of $22 thousand for the three months ended June 30, 2025 from a provision for $5.2 million for three months ended June 30, 2024.
−Removed: Our effective tax rate was 2% for the three months ended June 30, 2025.
−Removed: Our effective tax rate differs from the federal statutory rate of 21% primarily due to the tax structure of the Company.
−Removed: The income of majority-owned i3 Verticals, LLC is not taxed at the entity-level.
−Removed: i3 Verticals, Inc.
−Removed: is subject to federal, state and local income taxes with respect to its allocable share of any taxable income of i3 Verticals, LLC and is taxed at the prevailing corporate tax rates.
−Removed: Net Income from Discontinued Operations, Net of Income Taxes
−Removed: We had $19.4 million in net income from discontinued operations, net of income tax, for the three months ended June 30, 2025 compared to $6.1 million in net income from discontinued operations, net of income tax, for the three months ended June 30, 2024.
−Removed: See Note 2 to our condensed consolidated financial statements for additional information and detail on the financial results of discontinued operations.
−Removed: The net income from discontinued operations, net of income tax, for the three months ended June 30, 2025 reflects the gain on the sale of the Healthcare RCM Business of $26.0 million and a complete quarter of business activity for the Healthcare RCM Business, including revenue of $3.6 million, operating expenses of $5.8 million and a provision for income taxes of $4.3 million.
−Removed: The net income from discontinued operations, net of income tax, for the three months ended June 30, 2024 included a complete quarter of business activity for both the Merchant Services Business and the Healthcare RCM Business, including revenue of $48.4 million, operating expenses of $40.9 million and a provision for income taxes of $1.4 million.
−Removed: Nine Months Ended June 30, 2025 Compared to Nine Months Ended June 30, 2024
−Removed: The following table presents our historical results of operations for the periods indicated:
−Removed: Nine Months Ended June 30, Change
−Removed: (in thousands) 2025 2024 Amount %
−Removed: Revenue $ 158,257 $ 139,909 $ 18,348 13.1 %
−Removed: Operating expenses
−Removed: Other costs of services (excluding depreciation and amortization) (1)
−Removed: 48,889 44,423 4,466 10.1 %
−Removed: Selling, general and administrative (1)
−Removed: 85,779 75,576 10,203 13.5 %
−Removed: Depreciation and amortization 20,848 18,794 2,054 10.9 %
−Removed: Change in fair value of contingent consideration 440 171 269 157.3 %
−Removed: Total operating expenses 155,956 138,964 16,992 12.2 %
Income from operations
+Added: 1,609 2,053 (444) (21.6) %
Other (income) expenses
Interest expense 381 680 (299) (44.0) %
+Added: Other income (561) (1,826) 1,265 (69.3) %
+Added: Total other income
(180) (1,146) 966 (84.3) %
−Removed: Total other (income) expenses (5,088) 20,157 (25,245) n/m
−Removed: Income (loss) before income taxes 7,389 (19,212) 26,601 n/m
+Added: Income before income taxes 1,789 3,199 (1,410) (44.1) %
Provision for income taxes 704 409 295 72.1 %
+Added: Net income from continuing operations
1,085 2,790 (1,705) (61.1) %
−Removed: Net income (loss) from continuing operations 4,117 (22,365) 26,482 n/m
−Removed: Net income from discontinued operations, net of income taxes
−Removed: 18,185 18,951 (766) n/m
−Removed: Net income (loss)
+Added: Net (loss) income from discontinued operations, net of income taxes
(138) 318 (456) n/m
−Removed: Net income (loss) from continuing operations attributable to non-controlling interest 1,653 (4,654) 6,307 n/m
−Removed: Net income from discontinued operations attributable to non-controlling interest
+Added: Net income 947 3,108 (2,161) (69.5) %
+Added: Net income from continuing operations attributable to non-controlling interest
+Added: 509 935 (426) (45.6) %
+Added: Net (loss) income from discontinued operations attributable to non-controlling interest
(46) 117 (163) n/m
Net income attributable to non-controlling interest 463 1,052 (589) (56.0) %
−Removed: Net income (loss) from continuing operations attributable to i3 Verticals, Inc.
−Removed: 2,464 (17,711) 20,175 n/m
−Removed: Net income from discontinued operations attributable to i3 Verticals, Inc.
−Removed: 12,320 13,142 (822) n/m
−Removed: Net income (loss) attributable to i3 Verticals, Inc.
+Added: Net income from continuing operations attributable to i3 Verticals, Inc.
+Added: 576 1,855 (1,279) (68.9) %
+Added: Net (loss) income from discontinued operations attributable to i3 Verticals, Inc.
(92) 201 (293) n/m
−Removed: n/m = not meaningful
+Added: Net income attributable to i3 Verticals, Inc.
$ 484 $ 2,056 $ (1,572) (76.5) %
−Removed: Refer to Note 3 for discussion of the change in the current and prior period presentation.
−Removed: Revenue increased $18.3 million, or 13.1%, to $158.3 million for the nine months ended June 30, 2025 from $139.9 million for the nine months ended June 30, 2024.
−Removed: This increase included incremental revenue from current and prior year acquisitions of $4.6 million.
−Removed: The remaining increase was primarily driven by an increase of $8.8 million in recurring revenues and an increase of $4.6 million in software license revenue.
+Added: n/m = not meaningful
+Added: Revenue increased $0.5 million, or 0.9%, to $52.7 million for the three months ended December 31, 2025 from $52.2 million for the three months ended December 31, 2024.
+Added: The increase was driven by an increase of $3.3 million in recurring revenues, partially offset by a decrease of $2.9 million in non-recurring revenues.
Other Costs of Services
−Removed: Other costs of services increased $4.5 million, or 10.1%, to $48.9 million for the nine months ended June 30, 2025 from $44.4 million for the nine months ended June 30, 2024.
−Removed: The increase was primarily driven by an increase in internal and external personnel costs of $2.9 million and an increase in software costs of $1.5 million for the nine months ended June 30, 2025 from the nine months ended June 30, 2024.
+Added: Other costs of services increased $2.0 million, or 12.9%, to $17.6 million for the three months ended December 31, 2025 from $15.6 million for the three months ended December 31, 2024.
+Added: The increase was primarily driven by an increase in software costs of $1.6 million and an increase in other costs of $0.3 million for the three months ended December 31, 2025 from the three months ended December 31, 2024.
Selling, General and Administrative Expenses
−Removed: Selling, general and administrative expenses increased $10.2 million, or 13.5%, to $85.8 million for the nine months ended June 30, 2025 from $75.6 million for the nine months ended June 30, 2024.
−Removed: The increase was primarily driven by an increase in M&A-related expenses of $3.6 million, which primarily increased due to activity that is for non-recurring expenses for which we are reimbursed through the transition services agreements, employee leasing arrangement, and processing services agreement with Infinx and Payroc, and for which revenue is recognized in other income.
−Removed: Additional increases were driven by an increase in internal and external personnel costs of $5.0 million and software costs of $1.4 million for the nine months ended June 30, 2025 from the nine months ended June 30, 2024.
+Added: Selling, general and administrative expenses increased $0.5 million, or 1.9%, to $27.0 million for the three months ended December 31, 2025 from $26.5 million for the three months ended December 31, 2024.
+Added: The increase was driven by an increase in internal and external personnel costs of $1.5 million partially offset by a decrease in internal software costs of $0.4 million and a decrease in M&A-related expenses of $0.4 million for the three months ended December 31, 2025 from the three months ended December 31, 2024.
Depreciation and Amortization
−Removed: Depreciation and amortization increased $2.1 million, or 10.9%, to $20.8 million for the nine months ended June 30, 2025 from $18.8 million for the nine months ended June 30, 2024.
−Removed: Amortization expense increased $2.1 million to $19.0 million for the nine months ended June 30, 2025 from $16.9 million for the nine months ended June 30, 2024 primarily due to an increase in capitalized software project releases, driving an increase in amortization expense, as well as amortization expense recorded for intangible assets and capitalized software acquired from current year and prior year acquisitions.
−Removed: Depreciation expense was $1.9 million for both the nine months ended June 30, 2025 and 2024.
+Added: Depreciation and amortization remained consistent at $6.9 million for both the three months ended December 31, 2025 and 2024.
+Added: Amortization expense was $6.2 million and depreciation expense was $0.7 million for both the three months ended December 31, 2025 and 2024.
Change in Fair Value of Contingent Consideration
−Removed: Change in fair value of contingent consideration to be paid in connection with acquisitions was a charge of $0.4 million for the nine months ended June 30, 2025 related to adjustments to the expected present value of consideration to be paid for earnouts.
−Removed: The change in fair value of contingent consideration for the nine months ended June 30, 2024 was a charge of $0.2 million.
+Added: Change in fair value of contingent consideration to be paid in connection with acquisitions was a benefit of $0.4 million for the three months ended December 31, 2025 related to adjustments to the expected present value of consideration to be paid for earnouts.
+Added: The change in fair value of contingent consideration for the three months ended December 31, 2024 was a charge of $1.3 million.
Interest Expense
−Removed: Interest expense decreased $20.4 million, or 91.3%, to $1.9 million for the nine months ended June 30, 2025 from $22.3 million for the three months ended June 30, 2024.
−Removed: The decrease reflects a lower average outstanding debt balance for the nine months ended June 30, 2025, as compared to the nine months ended June 30, 2024.
−Removed: Other income was $7.0 million during the nine months ended June 30, 2025, and other income was $2.2 million during the nine months ended June 30, 2024.
−Removed: Other income during the the nine months ended June 30, 2025 reflects income generated from the transition services agreement and employee leasing arrangement entered into at the closing of the sale of the Healthcare RCM Business of $3.9 million, income from the transition services agreement and processing services agreement entered into at the closing of the sale of the Merchant Services Business of $1.3 million, interest income generated from cash held at financial institutions of $1.2 million, and a gain on disposal of property and equipment of $0.6 million related to the sale of a building purchased through previous acquisitions.
−Removed: Other income during the nine months ended June 30, 2024 reflects the gain on the Exchangeable Note Repurchases and gain on Warrant Unwinds, net of the loss on Note Hedge Unwinds and loss on the sale of a building purchased through acquisition.
+Added: Interest expense decreased $0.3 million, or 44.0%, to $0.4 million for the three months ended December 31, 2025 from $0.7 million for the three months ended December 31, 2024.
+Added: The decrease reflects a lower average outstanding debt balance for the three months ended December 31, 2025, as compared to the three months ended December 31, 2024.
+Added: Other income was $0.6 million during the three months ended December 31, 2025 compared to $1.8 million during the three months ended December 31, 2024.
+Added: Other income during the three months ended December 31, 2025 reflects income from the transition services agreement entered into at the closing of the sale of the Healthcare RCM Business of $0.1 million and interest income generated from cash held at financial institutions of $0.5 million.
+Added: Other income during the three months ended December 31, 2024 reflects income generated from cash held at financial institutions of $0.7 million, a gain on disposal of property and equipment of $0.6 million related to the sale of a building and automobiles purchased through previous acquisitions and income from the transition services agreement and processing services agreement related to the sale of the Merchant Services Business of $0.5 million.
Provision for Income Taxes
−Removed: The provision for income taxes increased to a provision for $3.3 million for the nine months ended June 30, 2025 from a provision of $3.2 million for nine months ended June 30, 2024.
−Removed: Our effective tax rate was 44% for the nine months ended June 30, 2025.
−Removed: Our effective tax rate differs from the federal statutory rate of 21% primarily due to the tax structure of the Company.
+Added: The provision for income taxes increased to a provision for $0.7 million for the three months ended December 31, 2025 from a provision for $0.4 million for three months ended December 31, 2024.
+Added: Our effective tax rate was 39% for the three months ended December 31, 2025.
+Added: Our effective tax rate differs from the federal statutory rate of 21% primarily due to the tax structure of the Company, valuation allowance activity, stock compensation and state tax expense.
The income of majority-owned i3 Verticals, LLC is not taxed at the entity-level.
2 unchanged sentences
Net Income from Discontinued Operations, Net of Income Taxes
−Removed: We had $18.2 million in net income from discontinued operations, net of income tax, for the nine months ended June 30, 2025 compared to $19.0 million in net income from discontinued operations, net of income tax, for the nine months ended June 30, 2024.
+Added: We had $0.1 million in net loss from discontinued operations, net of income tax, for the three months ended December 31, 2025 compared to $0.3 million in net income from discontinued operations, net of income tax, for the three months ended December 31, 2024.
See Note 2 to our condensed consolidated financial statements for additional information and detail on the financial results of discontinued operations.
−Removed: The net income from discontinued operations, net of income tax, for the nine months ended June 30, 2025 reflects the gain on the sale of the Healthcare RCM Business of $26.0 million and a complete nine months of business activity for the Healthcare RCM Business, including revenue of $22.5 million, operating expenses of $25.1 million and a provision for income taxes of $4.6 million.
−Removed: The net income from discontinued operations, net of income tax, for the nine months ended June 30, 2024 included a complete nine months of business activity for both the Merchant Services Business and the Healthcare RCM Business, including revenue of $141.3 million, operating expenses of $118.1 million, and a provision for income taxes of $4.2 million.
+Added: The net loss from discontinued operations, net of income tax, for the three months ended December 31, 2025 reflects adjustments to the gain on the sale of the Healthcare RCM Business of $0.2 million.
+Added: The net income from discontinued operations, net of income tax, for the three months ended December 31, 2024 reflects adjustments to the gain on the sale of the Merchant Services Business and a complete quarter of business activity for the Healthcare RCM Business, including revenue of $9.7 million, operating expenses of $9.1 million and a provision for income taxes of $0.1 million.
We have experienced in the past, and may continue to experience, seasonal fluctuations in our revenues as a result of consumer and business spending patterns.
1 unchanged sentence
Certain revenues fluctuate with the fiscal calendars of our customers.
−Removed: Transactional revenue for certain education customers is strongest in August, September, October, January and February, at the start of each semester, and generally weakens throughout the semester, with little revenue in the summer months of June and July.
+Added: Transactional revenue for our education customers is strongest in August, September, October, January and February, at the start of each semester, and generally weakens throughout the semester, with little revenue in the summer months of June and July.
Operating expenses show less seasonal fluctuation, with the result that net income is subject to the same seasonal factors as our revenues.
2 unchanged sentences
We have historically financed our operations and working capital through net cash from operating activities.
−Removed: As of June 30, 2025, we had $55.5 million of cash and cash equivalents and available borrowing capacity of $400.0 million under our 2023 Senior Secured Credit Facility, subject to the financial covenants.
+Added: As of December 31, 2025, we had $37.5 million of cash and cash equivalents and available borrowing capacity of $400.0 million under our 2023 Senior Secured Credit Facility, subject to the financial covenants.
We usually minimize cash balances by making payments on our revolving line of credit to minimize borrowings and interest expense.
−Removed: As of June 30, 2025, we had no borrowings outstanding under the 2023 Senior Secured Credit Facility.
+Added: As of December 31, 2025, we had no borrowings outstanding under the 2023 Senior Secured Credit Facility.
For additional information about our 2023 Senior Secured Credit Facility, see the section entitled "— 2023 Senior Secured Credit Facility" below.
6 unchanged sentences
Our 2023 Senior Secured Credit Facility, as amended, requires us to maintain a consolidated interest coverage ratio not less than 3.0 to 1.0 and total leverage ratio not exceeding 5.0 to 1.0.
−Removed: As of June 30, 2025, we were in compliance with these covenants with a consolidated interest coverage ratio and total leverage ratio of 87.1x and 0.0x, respectively.
+Added: As of December 31, 2025, we were in compliance with these covenants with a consolidated interest coverage ratio and total leverage ratio of 94.9x and 0.0x, respectively.
Although we believe our liquidity position remains strong, there can be no assurance that we will be able to raise additional funds, in the form of debt or equity, or to amend our 2023 Senior Secured Credit Facility on terms acceptable to us, if at all, even if we determined such actions were necessary in the future.
−Removed: Although we believe our liquidity position remains strong, there can be no assurance that we will be able to
−Removed: raise additional funds, in the form of debt or equity, or to amend our 2023 Senior Secured Credit Facility on terms acceptable to us, if at all, even if we determined such actions were necessary in the future.
−Removed: In January 2025, i3 Verticals, LLC, a pass-through entity in which the Company holds a majority ownership interest, made a tax distribution (the “LLC Tax Distribution”) to the Company and the other members of i3 Verticals, LLC (the “Continuing Equity Owners”) 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.
+Added: Although we believe our liquidity position remains strong, there can be no assurance that we will be able to raise additional funds, in the form of debt or equity, or to amend our 2023 Senior Secured Credit Facility on terms acceptable to us, if at all, even if we determined such actions were necessary in the future.
+Added: In January 2025, i3 Verticals, LLC, a pass-through entity in which the Company holds a majority ownership interest, made a tax distribution (the “LLC Tax Distribution”) to the Company and the other members of i3 Verticals, LLC (the “Continuing Equity Owners”) 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 i3 Verticals, LLC.
As a result of differences in the amount of net taxable income allocable to the Company and to the Continuing Equity Owners and the higher assumed tax rate of the Continuing Equity Owners than the tax rate of the Company, this LLC Tax Distribution resulted in the Company holding cash in excess of the Company’s tax liabilities, its obligation to make payments under its tax receivables agreement, and any other expected liabilities of the Company.
Thereafter, on January 23, 2025, the Company and i3 Verticals, LLC effected certain recapitalization actions in order to reduce excess cash held at the Company following this LLC Tax Distribution.
−Removed: For additional information regarding the ownership interest of the Company in i3 Verticals, LLC and the capitalization of i3 Verticals, LLC, see Note 1 to the accompanying unaudited condensed consolidated financial statements contained in this report.
+Added: For additional information regarding the ownership interest of the
+Added: Company in i3 Verticals, LLC and the capitalization of i3 Verticals, LLC, see Note 1 to the accompanying unaudited condensed consolidated financial statements contained in this report.
For additional information regarding these recapitalization transactions, see Note 15 to the accompanying unaudited condensed consolidated financial statements contained in this report.
−Removed: The discussion of our cash flows that follows does not include the impact of any adjustments to remove the Merchant Services Business as discontinued operations and is stated on a total company consolidated basis.
+Added: The discussion of our cash flows that follows does not include the impact of any adjustments to remove the Merchant Services Business and the Healthcare RCM Business as discontinued operations and is stated on a total company consolidated basis.
The following table presents a summary of cash flows from operating, investing and financing activities for the following comparative periods.
−Removed: Nine Months Ended June 30, 2025 and 2024
−Removed: Nine months ended June 30,
+Added: Three Months Ended December 31, 2025 and 2024
+Added: Three months ended December 31,
(in thousands)
−Removed: Net cash (used in) provided by operating activities $ (8,276) $ 33,266
−Removed: Net cash provided by (used in) investing activities $ 78,774 $ (16,755)
+Added: Net cash provided by operating activities $ 14,123 $ 11,495
+Added: Net cash used in investing activities $ (1,832) $ (1,418)
Net cash used in financing activities $ (40,451) $ (10,467)
Cash Flow from Operating Activities
−Removed: Net cash provided by operating activities decreased $41.5 million to net cash used in operating activities of $8.3 million for the nine months ended June 30, 2025 from net cash provided by operating activities of $33.3 million for the nine months ended June 30, 2024.
−Removed: Our net loss changed from $3.4 million for the nine months ended June 30, 2024 to net income of $22.3 million for the nine months ended June 30, 2025, primarily driven by the gain on the sale of the Healthcare RCM Business of $26.0 million during the nine months ended June 30, 2025.
−Removed: The primary driver of the decrease in cash provided by operating activities was cash paid for income taxes of $35.1 million during the nine months ended June 30, 2025, primarily consisting of income taxes related to the sale of the Merchant Services Business, which were accrued in fiscal year 2024, but paid in the nine months ended June 30, 2025.
−Removed: The decrease in cash provided by operating activities was also driven by reductions in net operating assets and liabilities, excluding the impact of income taxes, of $11.9 million, which are impacted by the timing of collections and payments, for the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024.
−Removed: In addition, this was partially offset by a decrease in contingent consideration paid in excess of original estimates of $5.8 million, for the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024.
+Added: Net cash provided by operating activities increased $2.6 million to $14.1 million for the three months ended December 31, 2025 from $11.5 million for the three months ended December 31, 2024.
+Added: The increase in net cash provided by operating activities was driven by increases in cash provided by changes in net operating assets and liabilities of $4.9 million during the three months ended December 31, 2025 from the three months ended December 31, 2024, which are impacted by the timing of collections and payments.
+Added: Partially offsetting the increases driven by changes in net operating assets and liabilities, our net income changed from $3.1 million for the three months ended December 31, 2024 to net income of $0.9 million for the three months ended December 31, 2025.
Cash Flow from Investing Activities
−Removed: Net cash used in investing activities decreased $95.5 million to net cash provided by investing activities of $78.8 million for the nine months ended June 30, 2025 from net cash used in investing activities of $16.8 million for the nine months ended June 30, 2024.
−Removed: The largest driver of the change to cash provided by investing activities was $96.1 million in proceeds from the sale of the Healthcare RCM Business during the nine months ended June 30, 2025.
−Removed: Additional contributions to the decrease in net cash used in investing activities were a decrease of $4.6 million in purchases of merchant portfolios and residual buyouts, a decrease of $2.9 million in expenditures for capitalized software, a decrease of $0.9 million in expenditures for property and equipment, and an increase of $0.9 million in proceeds from the sale of property and equipment during the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024.
−Removed: These increases to net cash provided by investing activities are partially offset by an increase of $9.9 million in cash used in acquisitions (net of cash acquired) during the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024.
+Added: Net cash used in investing activities increased $0.4 million to $1.8 million for the three months ended December 31, 2025 from $1.4 million for the three months ended December 31, 2024.
+Added: Proceeds from the sale of property and equipment decreased $1.0 million during the three months ended December 31, 2025 from the three months ended December 31, 2024.
+Added: This change was partially offset by a decrease of $0.4 million in expenditures for capitalized software and a decrease of $0.2 million in expenditures for property and equipment during the three months ended December 31, 2025 compared to the three months ended December 31, 2024.
Cash Flow from Financing Activities
−Removed: Net cash used in financing activities increased $89.1 million to $104.3 million net cash used in financing activities for the nine months ended June 30, 2025 from $15.2 million net cash used by financing activities for the nine months ended June 30, 2024.
−Removed: The increase in net cash used in financing activities was driven by a decrease in net borrowings from in excess of payments on the revolving credit facility of $78.9 million during the nine months ended June 30, 2025 from the nine months ended June 30, 2024, as well as an increase of $23.7 million in payments for required distributions on behalf of members for tax obligations and an increase in payments for employees' tax withholdings from net settled stock option exercises and RSU releases of $3.5 million.
−Removed: Additionally, during the nine months ended June 30, 2025, we used cash from financing activities for multiple purposes for which we did not use cash from financing activities during the nine months ended June 30, 2024, including $37.6 million in payments for repurchases of Class A common stock, $26.2 million in payments to extinguish the Exchangeable Notes and $10.0 million in payments for required distributions to members under the Tax Receivable Agreement.
−Removed: These increases in uses of cash for financing activities for the nine months ended June 30, 2025 from the nine months ended June 30, 2024 were partially offset by $87.8 million in payments for repurchases of Exchangeable Notes during the nine months ended June 30, 2024, which did not recur during the nine months ended June 30, 2025, and a decrease in net payments for settlement obligations of $2.9 million during the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024.
+Added: Net cash used in financing activities increased $30.0 million to $40.5 million for the three months ended December 31, 2025 from $10.5 million for the three months ended December 31, 2024.
+Added: The increase in net cash used in financing activities was driven by an increase of $26.7 million in payments for repurchases of Class A common stock and an increase of $3.6 million in payments for employees' tax withholdings from net settled stock option exercises and RSU releases during the three months ended December 31, 2025 compared to the three months ended December 31, 2024.
2023 Senior Secured Revolving Credit Facility
−Removed: On May 8, 2023, i3 Verticals, LLC (the “Borrower”), entered into that certain Credit Agreement (as amended by the first amendment dated June 26, 2024, the “2023 Senior Secured Credit Facility”) with the guarantors and lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (“JPMorgan”).
+Added: On May 8, 2023, i3 Verticals, LLC (the “Borrower”), entered into that certain Credit Agreement (as amended by the first amendment dated June 26, 2024, and the second amendment dated May 5, 2025, the “2023 Senior Secured Credit Facility”) with the guarantors and lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (“JPMorgan”).
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").
−Removed: As amended by the Second Amendment described below, the 2023 Senior Secured Credit Facility provides for aggregate commitments of $400 million in the form of a senior secured revolving credit facility (the “Revolver”).
+Added: As amended by the Second Amendment described below, the 2023 Senior Secured Credit Facility provides for
+Added: aggregate commitments of $400.0 million in the form of a senior secured revolving credit facility (the “Revolver”).
In addition, on February 11, 2025, the Borrower entered into a letter agreement with the administrative agent and the lenders under the 2023 Senior Secured Credit Facility providing the Borrower with a one-time consent to an earlier reduction in the pricing of the revolving loans than what is otherwise permitted by the terms of the 2023 Senior Secured Credit Facility.
2 unchanged sentences
The Second Amendment also permanently reduced the aggregate lender commitments under the Revolver from $450.0 million to $400.0 million.
−Removed: 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 million 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
−Removed: 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.
−Removed: As of June 30, 2025, the Borrower's consolidated interest coverage ratio was 87.1x and total leverage ratio was 0.0x.
+Added: 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 $100.0 million 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.
+Added: As of December 31, 2025, the Borrower's consolidated interest coverage ratio was 94.9x and total leverage ratio was 0.0x.
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.
3 unchanged sentences
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%;
−Removed: plus an applicable margin of 2.00% to 3.00% (2.00% at June 30, 2025).
+Added: plus an applicable margin of 2.00% to 3.00% (2.00% at December 31, 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%;
−Removed: plus an applicable margin of 1.00% to 2.00% (1.00% at June 30, 2025).
+Added: plus an applicable margin of 1.00% to 2.00% (1.00% at December 31, 2025).
The base rate shall not be less than 1% in any event.
7 unchanged sentences
0.15 % 2.00 % 2.00 % 1.00 %
−Removed: 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 million (as of the effectiveness of the Second Amendment) exceeds the total amount outstanding under the Revolver and available to be drawn under all outstanding letters of credit.
+Added: 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 $400.0 million (as of the effectiveness of the Second Amendment) 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.
1 unchanged sentence
All obligations under the 2023 Senior Secured Credit Facility are unconditionally guaranteed by the Company, and each of the Company’s existing and future direct and indirect material, wholly owned domestic subsidiaries, subject to certain exceptions.
−Removed: The obligations are secured by first-priority security interests in substantially all
−Removed: tangible and intangible assets of the Borrower, the Company and each subsidiary guarantor, in each case whether owned on the date of the initial borrowings or thereafter acquired.
+Added: The obligations are secured by first-priority security interests in substantially all tangible and intangible assets of the Borrower, the Company and each subsidiary guarantor, in each case whether owned on the date of the initial borrowings or thereafter acquired.
The 2023 Senior Secured Credit Facility places certain restrictions on the ability of the Borrower, the Company and their subsidiaries to, among other things, incur debt and liens;
9 unchanged sentences
The 2023 Senior Secured Credit Facility contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, certain events of bankruptcy and insolvency, material judgments, certain events with respect to employee benefit plans, invalidity of loan documents and certain changes in control.
−Removed: As of June 30, 2025, we were in compliance with these covenants, with a consolidated interest coverage ratio and total leverage ratio of 87.1x and 0.0x, respectively.
+Added: As of December 31, 2025, we were in compliance with these covenants, with a consolidated interest coverage ratio and total leverage ratio of 94.9x and 0.0x, respectively.
Exchangeable Notes
1 unchanged sentence
Prior to their maturity, the Exchangeable Notes bore interest at a fixed rate of 1.0% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2020.
−Removed: The Exchangeable Notes were exchangeable into cash, shares of the Company's Class A common stock, or a combination thereof, at i3 Verticals, LLC's election.
+Added: The Exchangeable Notes were exchangeable into cash, shares of the Company's Class A common stock, or a combination thereof, at i3 Verticals, LLC's election, provided that in September 2022, the Company made the irrevocable election to settle the principal portion of its Exchangeable Notes only in cash.
As of August 15, 2024, the Exchangeable Notes became exchangeable by the holders thereof at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.
3 unchanged sentences
The Exchangeable Note Repurchases were completed on January 18, 2024, and the Company paid $87.4 million to repurchase $90.8 million in aggregate principal amount of its Exchangeable Notes and to repay approximately $0.4 million in accrued interest on the repurchased portion of the Exchangeable Notes.
−Removed: The Exchangeable Notes matured and were repaid in full on February 15, 2025, and we paid $26.4 million in satisfaction of the outstanding principal and accrued interest in connection therewith.
+Added: The Exchangeable Notes matured and were repaid in full on
+Added: February 15, 2025, and we paid $26.4 million in satisfaction of the outstanding principal and accrued interest in connection therewith.
For additional information, see Note 8 to our condensed consolidated financial statements.
Material Cash Requirements
−Removed: The following table summarizes our material cash requirements as of June 30, 2025, including those related to leases and borrowings:
+Added: The following table summarizes our material cash requirements as of December 31, 2025, including those related to leases and borrowings:
Payments Due by Period
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(in thousands)
+Added: Contract minimum fees (1)
+Added: $ 16,972 $ 7,803 $ 8,246 $ 723 $ 200
Facility leases (2)
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__________________________
+Added: We have contractual obligations primarily for third-party technology services and licenses.
+Added: Certain agreements are fixed for the duration of the contracts and may require us to pay minimum fees.
In addition to the facility leases presented, we have $67 thousand in short-term leases.
These payments will be made within the next twelve months.
−Removed: We estimated interest payments through the maturity of our 2023 Senior Secured Credit Facility by the unused fee rate of 0.15% in effect as of June 30, 2025.
+Added: We estimated interest payments through the maturity of our 2023 Senior Secured Credit Facility by the unused fee rate of 0.15% in effect as of December 31, 2025.
In connection with certain of our acquisitions, we may be obligated to pay the seller of the acquired entity certain amounts of contingent consideration as set forth in the relevant purchasing documents, whereby additional consideration may be due upon the achievement of certain specified financial performance targets.
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Share Repurchase Programs
−Removed: On August 8, 2024, the Company announced that our Board of Directors had approved a share repurchase program for the Company's Class A common stock, under which the Company is authorized to repurchase up to $50.0 million 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").
−Removed: 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.
−Removed: The terms of the Prior Share Repurchase Program provided that, immediately prior to repurchases of Class A common stock under the Prior Share Repurchase Program, i3 Verticals, LLC redeemed for cash an equal number of units held by the Company in i3 Verticals, LLC in order to fund such repurchases and maintain a 1-1 ratio between the number of outstanding shares of Class A common stock and the units held by the Company in i3 Verticals, LLC.
−Removed: The Prior Share Repurchase Program terminated on August 8, 2025.
−Removed: On August 7, 2025, the Company announced that our Board of Directors had approved a new share repurchase program (the “New Share Repurchase Program”) for the Company’s Class A common stock, under which the Company may repurchase up to $50 million of outstanding shares of Class A common stock (exclusive of fees, commissions or other expenses related to such repurchases).
−Removed: This New Share Purchase Program replaced the Prior Share Repurchase Program which terminated on August 8, 2025, as described above.
−Removed: The New Share Repurchase Program will terminate on the earlier of September 30, 2026, or when the maximum dollar amount under the authorization has been expended.
−Removed: Pursuant to the New Share Repurchase Program, repurchases may be made from time to time in the open market, through privately negotiated transactions, or otherwise, including under Rule 10b5-1 plans.
−Removed: In addition, any repurchases under the 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.
−Removed: The New Share Repurchase Program provides that, immediately prior to repurchases of Class A common stock under the New Share Repurchase Program, i3 Verticals, LLC will redeem for cash an equal number of units held by the Company in i3 Verticals, LLC in order to fund such repurchases and maintain a 1-1 ratio between the number of outstanding shares of Class A common stock and the units held by the Company
−Removed: in i3 Verticals, LLC.
−Removed: The 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 our discretion.
−Removed: 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 and an aggregate repurchase amount inclusive of commissions and excise taxes of $38.0 million under the Prior Share Repurchase Program during the nine months ended June 30, 2025.
−Removed: The shares of Class A Common Stock purchased during this nine-month period represent the total number of shares of Class A Common Stock purchased under the Prior Share Repurchase Program since its adoption.
+Added: New Share Repurchase Program
+Added: On February 5, 2026, the Company announced that our Board of Directors had approved a share repurchase program for the Company's Class A common stock (the “New Share Purchase Program”), under which the Company is authorized to repurchase up to $60.0 million of outstanding shares of our Class A common stock (exclusive of fees, commissions or other expenses related to such repurchases).
+Added: This New Share Repurchase Program replaced a prior share repurchase program entered into by the Company on August 8, 2025 (the “August 2025 Share Repurchase Program”) as further described below, which August 2025 Share Repurchase Program is no longer in effect following the Company expending the maximum dollar amount under this program.
+Added: 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.
+Added: 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.
+Added: The terms of this New Share Repurchase Program provide that, immediately prior to repurchases of Class A common stock under this New Share Repurchase Program, i3 Verticals, LLC will redeem for cash an equal number of units held by the Company in i3 Verticals, LLC in order to fund such repurchases and maintain a 1-1 ratio between the number of outstanding shares of Class A common stock and the units held by the Company in i3 Verticals, LLC.
+Added: In addition, repurchases under this New Share Repurchase Program are 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.
+Added: 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.
+Added: August 2025 Share Repurchase Program
+Added: On August 7, 2025, the Company entered into the August 2025 Share Repurchase Program, under which the Company was authorized to repurchase up to $50.0 million of outstanding shares of our Class A common stock (exclusive of fees, commissions or other expenses related to such repurchases).
+Added: The 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”) as further described below, which August 2024 Share Repurchase Program expired on August 8, 2024.
+Added: Under the terms of August 2025 Share Repurchase Program, such program would terminate on the earlier of September 30, 2026, or when the maximum dollar amount under the authorization was expended.
+Added: Pursuant to the August 2025 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.
+Added: The terms of the August 2025 Share Repurchase Program provided that, immediately prior to repurchases of Class A common stock under the August 2025 Share Repurchase Program, i3 Verticals, LLC would redeem for cash an equal number of units held by the Company in i3 Verticals, LLC in order to fund such repurchases and maintain a 1-1 ratio between the number of outstanding shares of Class A common stock and the units held by the Company in i3 Verticals, LLC.
+Added: The maximum dollar amount under the August 2025 Share Repurchase Program has been expended , and as such the August 2025 Share Repurchase Program is no longer in effect.
+Added: 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 and an aggregate repurchase amount inclusive of commissions and excise taxes of $38.3 million, during the three months ended December 31, 2025.
+Added: 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.
+Added: August 2024 Share Repurchase Program
+Added: On August 8, 2024, the Company announced that our Board of Directors had approved the August 2024 Share Repurchase Program, under which the Company was authorized to repurchase up to $50.0 million of outstanding shares of our Class A common stock (exclusive of fees, commissions or other expenses related to such repurchases).
+Added: Under the terms of the August 2024 Share Repurchase Program, such program would terminate on the earlier of August 8, 2025, or when the maximum dollar amount under the authorization was expended.
+Added: Pursuant to the August 2024 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.
+Added: The terms of the August 2024 Share Repurchase Program provided that, immediately prior to repurchases of Class A common stock under the August 2024 Share Repurchase Program, i3 Verticals, LLC redeemed for cash an equal number of units held by the Company in i3 Verticals, LLC in order to fund such repurchases and maintain a 1-1 ratio between the number of outstanding shares of Class A common stock and the units held by the Company in i3 Verticals, LLC.
+Added: The August 2024 Share Repurchase Program terminated on August 8, 2025.
+Added: The Company repurchased 1,573,881 shares of Class A Common Stock under the August 2024 Share Repurchase Program at an average price of $23.86 per share and an aggregate repurchase amount (inclusive of commissions and excise taxes) of $38.0 million during the year ended September 30, 2025, prior to the termination of such program as noted above.
+Added: 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.
Tax Receivable Agreement
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We intend to fund the payment of the amounts due under the Tax Receivable Agreement out of the cash savings that we actually realize in respect of the attributes to which the Tax Receivable Agreement relates.
−Removed: As of June 30, 2025, the total amount due under the Tax Receivable Agreement was $35.1 million, and payments to the Continuing Equity Owners related to exchanges through June 30, 2025 will range from $0 to $3.5 million per year and are expected to be paid over the next 26 years.
−Removed: 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.
+Added: As of December 31, 2025, the total amount due under the Tax Receivable Agreement was $34.9 million, and payments to the Continuing Equity Owners related to exchanges through December 31, 2025 will range from $0 to $5.4 million per year and are expected to be paid over the next 22 years.
+Added: The amounts recorded as of December 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.
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Critical accounting policies are those that we consider the most critical to understanding our financial condition and results of operations.
−Removed: As of June 30, 2025, there have been no significant changes to our critical accounting estimates disclosed in the Form 10-K filed with the SEC on November 25, 2024.
+Added: As of December 31, 2025, there have been no significant changes to our critical accounting estimates disclosed in the Form 10-K filed with the SEC on November 21, 2025.
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.