Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: During the three months ended June 30, 2025, we issued an aggregate of 368,857 shares of Class A common stock in exchange for an equivalent number of shares of Class B common stock and Common Units pursuant to the terms of the i3 Verticals, LLC Limited Liability Company Agreement.
−Removed: These shares were issued in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933.
+Added: Recent Sales of Unregistered Securities
Issuer Purchases of Equity Securities
−Removed: The following table provides information with respect to purchases of shares of the Company’s Class A Common Stock made during the three months ended June 30, 2025 by the Company:
+Added: The following table provides information with respect to purchases of shares of the Company’s Class A Common Stock made during the three months ended December 31, 2025 by the Company:
ISSUER PURCHASES OF EQUITY SECURITIES
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__________________________
−Removed: 984,713 $ 24.64 984,713 $ 12,445
−Removed: 1,063,726 $ 24.51 1,063,726 $ 12,445
−Removed: __________________________
On August 7, 2025, the Company announced that its Board of Directors had approved a share repurchase program for up to $50.0 million of outstanding shares of Class A common stock.
−Removed: The shares of Class A common stock repurchased during the three months ended June 30, 2025, as reflected in the table above were repurchased under this share repurchase program.
−Removed: This share repurchase program terminated on August 8, 2025.
−Removed: On August 7, 2025, the Company announced that its Board of Directors had approved a new share repurchase program for the Company’s Class A common stock which replaced the terminated share repurchase program referenced above, under which the Company may repurchase up to $50.0 million of outstanding shares of Class A common stock.
−Removed: During the three months ended June 30, 2025, the Company purchased 1,063,726 of its outstanding shares of Class A common stock at an average price of $24.51 for a total cost of $26.4 million.
+Added: The shares of Class A common stock repurchased during the three months ended December 31, 2025, as reflected in the table above, were repurchased under this share repurchase program.
+Added: As noted above, this share repurchase program is no longer in effect as a result of the fact that the maximum dollar authorization under this share repurchase program has been expended, and the Company announced on February 5, 2026, the adoption of a new share repurchase program for up to $60.0 million of outstanding shares of Class A common stock.
+Added: During the three months ended December 31, 2025, the Company purchased 1,522,838 of its outstanding shares of Class A common stock under its share repurchase program adopted on August 7, 2025, at an average price of $24.88 per share for a total cost inclusive of commissions and excise taxes of $38.3 million.
When the Company repurchases shares of Common Stock, the amount paid to repurchase the shares in excess of the par or stated value is allocated to additional paid-in-capital unless subject to limitation or the balance in additional paid-in-capital is exhausted.
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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.