What changed in this filing

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Item 1. Financial Statements

2026-05-08 compared with 2026-02-06 · 376 added, 276 removed, 887 unchanged (42% of the section changed)

3 unchanged sentences

(In thousands, except share amounts)

December 31, September 30,

March 31, September 30,

Current assets

21 unchanged sentences

Total current liabilities 58,570 70,689

Long-term debt, less current portion 81,000 —

Long-term tax receivable agreement obligations 32,379 32,191

5 unchanged sentences

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

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

0 shares issued and outstanding as of March 31, 2026 and September 30, 2025

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

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

20,541,392 and 23,983,125 shares issued and outstanding as of March 31, 2026 and September 30, 2025, respectively

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

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

8,381,681 and 8,381,681 shares issued and outstanding as of March 31, 2026 and September 30, 2025, respectively

Additional paid-in capital 197,160 271,310

8 unchanged sentences

(In thousands, except share and per share amounts)

Three months ended December 31,

Three Months Ended March 31, Six Months Ended March 31,

2026 2025 2026 2025

Revenue $ 57,518 $ 54,135 $ 110,189 $ 106,356

Operating expenses

Other costs of services (excluding depreciation and amortization)

Costs of services (excluding depreciation and amortization)

17,138 16,580 34,720 32,156

5 unchanged sentences

Income from operations 3,743 5,061 5,352 7,114

Other (income) expenses

Other expenses (income)

Interest expense 1,141 446 1,522 1,126

Other income ( 70 ) ( 593 ) ( 631 ) ( 2,419 )

Total other income ( 180 ) ( 1,146 )

Total other expenses (income) 1,071 ( 147 ) 891 ( 1,293 )

Income before income taxes 2,672 5,208 4,461 8,407

1 unchanged sentence

Net income from continuing operations 2,194 2,323 3,279 5,113

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

Net loss from discontinued operations, net of income taxes — ( 1,554 ) ( 138 ) ( 1,236 )

Net income 2,194 769 3,141 3,877

Net income from continuing operations attributable to non-controlling interest 730 1,304 1,239 2,239

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

Net loss from discontinued operations attributable to non-controlling interest — ( 381 ) ( 46 ) ( 264 )

Net income attributable to non-controlling interest 730 923 1,193 1,975

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.

1,464 1,019 2,040 2,874

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

— ( 1,173 ) ( 92 ) ( 972 )

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

$ 1,464 $ ( 154 ) $ 1,948 $ 1,902

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

1 unchanged sentence

Diluted $ 0.07 $ 0.04 $ 0.09 $ 0.12

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

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

Basic — $ ( 0.05 ) $ 0.00 $ ( 0.04 )

20 unchanged sentences

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

Equity-based compensation — — — — 4,619 — — 4,619

Net income — — — — — 1,464 730 2,194

Distributions to non-controlling interest holders — — — — — — 29 29

Exercise or release of equity-based awards 152,591 — — — ( 968 ) — — ( 968 )

Repurchases of Class A common stock ( 2,220,736 ) — — — ( 50,979 ) — — ( 50,979 )

Allocation of equity to non-controlling interests — — — — 4,739 — ( 4,739 ) —

Balance at March 31, 2026 20,541,392 $ 2 8,381,681 $ 1 $ 197,160 $ 120,218 $ 120,855 $ 438,236

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

Shares Amount Shares Amount

8 unchanged sentences

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

See Notes to the Interim Condensed Consolidated Financial Statements

2 unchanged sentences

(In thousands)

Three months ended December 31,

Six months ended March 31,

Cash flows from operating activities:

Net income $ 3,141 $ 3,877

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

Adjustments to reconcile net income from operating activities:

Depreciation and amortization 14,568 15,524

2 unchanged sentences

Provision for deferred income taxes 725 1,859

Adjustments to gain on sale of Merchant Services Business — 657

Non-cash lease expense 1,065 1,162

8 unchanged sentences

Accrued expenses and other current liabilities ( 2,905 ) ( 40,839 )

Acquisition escrow obligations 2,505 26

Deferred revenue ( 2,385 ) ( 1,030 )

2 unchanged sentences

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

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

Net cash provided by (used in) operating activities 24,150 ( 15,627 )

Cash flows from investing activities:

2 unchanged sentences

Expenditures for capitalized software ( 4,384 ) ( 4,204 )

Acquisitions of businesses, net of cash acquired ( 60,000 ) —

Net cash used in investing activities ( 64,658 ) ( 3,675 )

2 unchanged sentences

Payments on revolving credit facility ( 59,071 ) ( 24,052 )

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

Net proceeds from settlement obligations 989 573

Payments to extinguish exchangeable notes — ( 26,223 )

Payments for repurchases of Class A common stock, including related excise taxes ( 88,788 ) ( 11,498 )

Net payments for settlement obligations ( 191 ) ( 565 )

Payments for required distributions to members or on behalf of members for tax obligations ( 1,762 ) ( 23,939 )

Payments for required distributions to members under the Tax Receivable Agreement ( 2,524 ) ( 9,954 )

Proceeds from stock option exercises 129 150

48 unchanged sentences

During the three months ended June 30, 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”).

(“Healthcare RCM Buyer” or "Infinx"), 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.

5 unchanged sentences

At the closing of the transactions contemplated by the Healthcare RCM Purchase Agreement, the Company entered into a transition services agreement with Infinx ("Infinx TSA"), pursuant to which, among other things, the Company or affiliates thereof are providing certain information technology and operational transition services to Infinx for a period of time after the closing, and an employee leasing agreement with Infinx ("Infinx ELA"), pursuant to which the Company leased employees of the Healthcare RCM Business to Infinx for a limited period of time following the closing in accordance with the terms thereof.

The obligations under the Infinx TSA are planned to be complete in the first quarter of fiscal 2026.

The obligations under the Infinx TSA were substantially completed in the first quarter of fiscal 2026.

The Infinx ELA completed on July 31, 2025.

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 during the three months ended December 31, 2025 was $ 134 .

Income under the Infinx TSA during the three and six months ended March 31, 2026 was $ 26 and $ 160 , respectively.

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.

1 unchanged sentence

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

Three months ended December 31,

The following table presents financial results of Healthcare RCM Business for the three and six months ended March 31, 2026 and 2025:

Three Months Ended March 31, Six Months Ended March 31,

2026 2025 2026 2025

Revenue $ — $ 9,126 $ — $ 18,862

Operating expenses

Other costs of services (excluding depreciation and amortization) — 5,721

Costs of services (excluding depreciation and amortization)

— 5,809 — 11,530

Selling, general and administrative — 2,405 — 4,826

2 unchanged sentences

Total operating expenses — 10,223 — 19,313

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.

Loss from operations — ( 1,097 ) — ( 451 )

Other (income) expenses — ( 38 ) 169 ( 38 )

Loss before income taxes from discontinued operations — ( 1,059 ) ( 169 ) ( 413 )

Provision for (benefit from) income taxes — 169 ( 31 ) 283

Net loss from discontinued operations — ( 1,228 ) ( 138 ) ( 696 )

Net loss from discontinued operations attributed to non-controlling interest — ( 282 ) ( 46 ) ( 89 )

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

$ — $ ( 946 ) $ ( 92 ) $ ( 607 )

4 unchanged sentences

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

Three months ended December 31, 2024

Six Months Ended March 31, 2025

Depreciation and amortization $ 1,665

4 unchanged sentences

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

Three months ended December 31, 2024

Six Months Ended March 31, 2025

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

1 unchanged sentence

During the year ended September 30, 2024, the Company made the strategic decision to discontinue a significant segment of its operations constituting its Merchant Services Business (as defined below).

In this regard, 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 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).

In this regard, 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 Merchant Services Sellers as set forth in the Merchant Services Purchase Agreement), Payroc Buyer, LLC (“Merchant Services Buyer” or "Payroc"), 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).

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 (collectively, the "Merchant Services Transactions").

3 unchanged sentences

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.

The obligations under the Payroc PSA are planned to be complete 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

3 unchanged sentences

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.

These costs were primarily incurred during the second and third fiscal quarters of the year ended September 30, 2024 and include fees for third-party advisory, consulting, legal and professional services, as well as other items associated with the Merchant Services Transactions.

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

Income under the Payroc TSA and Payroc PSA was $ 34 and $ 65 during the three and six months ended March 31, 2026 respectively, and was $ 461 and $ 956 during the three and six months ended March 31, 2025, respectively.

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.

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

Three months ended December 31, 2024

The following table presents financial results of Merchant Services Business for the three and six months ended March 31, 2025:

Three Months Ended March 31, 2025 Six Months Ended March 31, 2025

Revenue $ — $ —

Operating expenses

Other costs of services (excluding depreciation and amortization) —

Costs of services (excluding depreciation and amortization)

Selling, general and administrative — —

3 unchanged sentences

Other expenses 404 657

Interest expense, net —

Other expense 253

Total other expenses 253

Loss before income taxes from discontinued operations

( 404 ) ( 657 )

Benefit from income taxes

( 78 ) ( 117 )

Net loss from discontinued operations

( 326 ) ( 540 )

Net loss from discontinued operations attributed to non-controlling interest

( 99 ) ( 175 )

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

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

$ ( 227 ) $ ( 365 )

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 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.

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 March 31, 2026 and for the three and six months ended March 31, 2026 and 2025.

The results of operations for the three and six months ended March 31, 2026 and 2025 are not necessarily indicative of the operating results for the full year.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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.

The Company believes the disclosures are adequate to make the information presented not misleading.

It is recommended that these interim condensed consolidated financial statements be read in conjunction with the Company's consolidated financial statements and related footnotes for the years ended September 30, 2025 and 2024, included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025 filed with the SEC on November 21, 2025.

It is recommended that these interim condensed consolidated financial statements be read in conjunction with the Company's consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025 filed with the SEC on November 21, 2025.

Principles of Consolidation

3 unchanged sentences

Restricted cash represents funds held in escrow related to acquisitions or held-on-deposit with the processing bank pursuant to agreements to cover potential merchant losses.

It is presented as long-term assets on the accompanying condensed consolidated balance sheets since the related agreements extend beyond the next twelve months.

It is presented as long-term assets on the accompanying condensed consolidated balance sheets since the initial terms of the related agreements extend beyond the next twelve months.

Following the adoption of Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows:

4 unchanged sentences

These balances arising in the settlement process are reflected as settlement assets and obligations on the accompanying consolidated balance sheets.

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 $ 1,400 as of December 31, 2025 and $ 411 as of September 30, 2025, respectively.

Settlement assets or settlement obligations are generally collected and paid within two weeks.

Settlement assets and settlement obligations were $ 220 as of March 31, 2026 and $ 411 as of September 30, 2025, respectively.

Reclassifications

2 unchanged sentences

Refer to Note 2 for additional information.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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 $ 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.

Inventories were $ 2,617 and $ 2,516 at March 31, 2026 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.

2 unchanged sentences

The fair values of trade names and internally-developed software acquired are identified using the Relief from Royalty Method.

After the purchase price has been allocated, goodwill is recorded to the extent the total consideration paid for the acquisition, including the acquisition date fair value of contingent consideration, if any, exceeds the sum of the fair values of the separately identifiable acquired assets and assumed liabilities.

After the purchase price has been allocated, goodwill is recorded to the extent the total consideration paid for the acquisition, including the acquisition date fair value of

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

contingent consideration, if any, exceeds the sum of the fair values of the separately identifiable acquired assets and assumed liabilities.

Acquisition costs for business combinations are expensed when incurred and recorded in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations.

2 unchanged sentences

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.

Acquisitions completed during the six months ended March 31, 2026 contributed $ 2,242 and $ 304 of revenue and net income, respectively, to the results in the Company's condensed consolidated statements of operations for the six months ended March 31, 2026.

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.

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

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 six months ended March 31, 2026 and 2025 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 the Company's software offerings;

26 unchanged sentences

(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 three months ended December 31, 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.

6 unchanged sentences

The Company establishes estimated selling price, based on the judgment of the Company's management, considering internal factors such as margin objectives, pricing practices and controls, customer segment pricing strategies and the product life cycle.

In arrangements with multiple performance obligations, the Company applies significant judgement in determining the allocation of the transaction price at inception of the arrangement and uses the standalone selling prices for the majority of the Company's revenue recognition.

In arrangements with multiple performance obligations, the Company applies significant judgment in determining the allocation of the transaction price at inception of the arrangement and uses the standalone selling prices for the majority of the Company's revenue recognition.

Revenues from sales of the Company ’ s hardware and software elements are recognized when each performance obligation has been satisfied which has been determined to be upon the delivery of the product.

11 unchanged sentences

• 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 December 31,

Three Months Ended March 31, Six Months Ended March 31,

2026 2025 2026 2025

Software and related services revenue $ 40,677 $ 37,679 $ 76,359 $ 74,283

6 unchanged sentences

• 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 December 31,

Three Months Ended March 31, Six Months Ended March 31,

2026 2025 2026 2025

Revenue earned over time $ 49,649 $ 47,514 $ 97,297 $ 94,914

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

As of March 31, 2026 and September 30, 2025, the Company’s contract assets from contracts with customers was $ 10,564 and $ 9,211 , respectively.

Contract Liabilities

9 unchanged sentences

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 three months ended December 31, 2025 and 2024, respectively:

The following tables present the changes in deferred revenue as of and for the six months ended March 31, 2026 and 2025, respectively:

Balance at September 30, 2025 $ 38,486

2 unchanged sentences

Balance at December 31, 2025 37,620

Deferral of revenue 12,921

Recognition of unearned revenue ( 14,408 )

Balance at March 31, 2026 $ 36,133

Balance at September 30, 2024

2 unchanged sentences

Balance at December 31, 2024

Deferral of revenue 9,841

Recognition of unearned revenue ( 14,973 )

Balance at March 31, 2025 $ 37,260

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 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.

As of March 31, 2026 and September 30, 2025, the Company had $ 1,727 and $ 1,412 , respectively, of capitalized contract costs, which relate 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 $ 63 and $ 121 for the three and six months ended March 31, 2026, respectively, and $ 180 and $ 212 for the three and six months ended March 31, 2025, 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, 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.

Losses resulting from chargebacks against a customer are included in other cost of services.

Residual payments to the Company's distribution partners and the cost of equipment sold is also included in cost of services.

Amortization arising from capitalized software development is not included in other cost of services.

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

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

Use of Estimates

i3 VERTICALS, Inc.

1 unchanged sentence

(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.

Costs of Services

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

Losses resulting from chargebacks against a customer are included in costs of services.

Residual payments to the Company's distribution partners and the cost of equipment sold is also included in cost of services.

Amortization arising from capitalized software development is not included in costs of services.

Costs of services are recognized at the time the related revenue is recognized.

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.

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.

4 unchanged sentences

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 December 31, 2025.

All significant operating decisions are made by analyzing the Company as a single operating segment and as a result, the Company 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.

6 unchanged sentences

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 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 will not be required to present the effects of adoption of ASU 2023-09 until the Form 10-K filed for the annual period ending September 30, 2026.

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

2 unchanged sentences

ASU 2024-03 will require companies to disaggregate, within the notes to the financial statements, certain expenses presented on the face of the financial statements to enhance transparency and help investors better understand an entity's performance.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

The amendment will specifically require that an entity disclose the amounts related to purchases of inventory, employee compensation, depreciation and intangible asset amortization.

1 unchanged sentence

The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company will not be required to adopt ASU 2024-03 until October 1, 2027.

The Company will not be required to adopt ASU 2024-03 until the annual period ending September 30, 2028.

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

5 unchanged sentences

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.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(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 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 the annual period ending September 30, 2029.

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

6 unchanged sentences

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 will not be required to adopt ASU 2025-11 until the annual period ending September 30, 2029.

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:

During the six months ended March 31, 2026 and the year ended September 30, 2025, the Company acquired the following businesses:

Business Combinations during the six months ended March 31, 2026

Purchase of Transportation Market Business

On 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 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 of up to $ 20,000 , dependent upon the achievement of specified financial performance targets, as defined in the purchase agreement, for performance periods extending through May 2028.

The acquisition date estimated fair value of such cash contingent consideration is $ 7,600 .

The Company determines the acquisition date fair values of the liabilities 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.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

The goodwill associated with the business 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 one year .

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

Acquisition-related costs for this acquisition amounted to approximately $ 142 and were included in selling, general and administrative on the consolidated statement of operations and were expensed as incurred.

Summary of the Transportation Market Business

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

Accounts receivable, net $ 1,252

Prepaid expenses and other current assets 85

Property and equipment, net 75

Capitalized software, net 6,600

Customer relationships 26,900

Trade name 210

Goodwill 33,815

Total assets acquired 68,937

Accrued expenses and other current liabilities 1,301

Deferred revenue 36

Net assets acquired $ 67,600

Pro Forma Results of Operations for 2026 Business Combinations

The following supplemental pro forma results of operations have been prepared as though each of the acquired businesses in the six months ended March 31, 2026 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.

Six Months Ended March 31,

Revenue $ 112,276 $ 109,908

Net income from continuing operations

$ 3,699 $ 4,810

Business Combinations during the year ended September 30, 2025

Purchase of Utility Billing Software Company

1 unchanged sentence

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).

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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.

7 unchanged sentences

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

12 unchanged sentences

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, $ 141 to deferred revenue, $ 5 to non-compete agreements and the remainder, approximately $ 352 , to goodwill, all of which is deductible for tax purposes.

In connection with this purchase, the Company allocated preliminary fair values of 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

2 unchanged sentences

Six Months Ended March 31,

Revenue $ 107,793

Net income from continuing operations

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

PREPAID EXPENSES AND OTHER CURRENT ASSETS

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,

A summary of the Company's prepaid expenses and other current assets as of March 31, 2026 and September 30, 2025 is as follows:

March 31, September 30,

Inventory $ 2,617 $ 2,516

4 unchanged sentences

Prepaid expenses and other current assets $ 15,564 $ 12,075

$ 13,654 $ 12,075

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

GOODWILL AND INTANGIBLE ASSETS

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:

Changes in the carrying amount of goodwill are as follows:

Balance at September 30, 2025

Goodwill attributable to the preliminary purchase price of the acquisition completed during the six months ended March 31, 2026

Balance at March 31, 2026

Intangible assets consisted of the following as of March 31, 2026:

Cost Accumulated

9 unchanged sentences

$ 208,842 $ ( 52,037 ) $ 156,805

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.

Amortization expense from continuing operations for intangible assets amounted to $ 3,243 and $ 6,101 for the three and six months ended March 31, 2026, respectively, and $ 2,792 and $ 5,585 for the three and six months ended March 31, 2025, respectively.

Based on net carrying amounts at March 31, 2026, 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 (six months remaining) $ 6,399

Thereafter 101,208

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 December 31, 2025 and September 30, 2025 is as follows:

December 31, September 30,

A summary of the Company's accrued expenses and other current liabilities as of March 31, 2026 and September 30, 2025 is as follows:

March 31, September 30,

Accrued wages, bonuses, commissions and vacation $ 5,061 $ 6,587

1 unchanged sentence

Accrued contingent consideration — current portion 1,023 82

Escrow liabilities — current portion 1,255 —

Accrued tax distributions 268 2,147

5 unchanged sentences

Accrued interchange 3,951 3,139

Accrued excise taxes 883 376

Other accrued expenses 2,347 3,411

Accrued expenses and other current liabilities $ 20,025 $ 24,525

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,

A summary of the Company's long-term liabilities as of March 31, 2026 and September 30, 2025 is as follows:

March 31, September 30,

Escrow liabilities — long-term

Accrued contingent consideration — long-term portion 9,650 3,489

3 unchanged sentences

Total other long-term liabilities $ 23,409 $ 14,844

LONG-TERM DEBT

A summary of long-term debt as of March 31, 2026 and September 30, 2025 is as follows:

March 31, September 30,

Maturity 2026 2025

Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility May 8, 2028 $ 81,000 $ —

2020 Exchangeable Notes Offering

On February 18, 2020, i3 Verticals, LLC issued $ 138,000 aggregate principal amount of 1.0 % Exchangeable Senior Notes due 2025 (the “Exchangeable Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

i3 VERTICALS, Inc.

1 unchanged sentence

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

LONG-TERM DEBT, NET

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

The Company received approximately $ 132,762 in net proceeds from the sale of the Exchangeable Notes, as determined by deducting estimated offering expenses paid to third-parties from the aggregate principal amount.

received approximately $ 132,762 in net proceeds from the sale of the Exchangeable Notes, as determined by deducting estimated offering expenses paid to third-parties from the aggregate principal amount.

i3 Verticals, LLC issued the Exchangeable Notes pursuant to an Indenture, dated as of February 18, 2020, among i3 Verticals, LLC, the Company and U.S.

16 unchanged sentences

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

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.

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.

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

2 unchanged sentences

The premiums paid for the Note Hedge Transactions have been included as a net reduction 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, i3 Verticals, LLC received $ 250 from the Counterparties to terminate the portion of the Note Hedge Transactions corresponding to the Exchangeable Notes that were repurchased in fiscal year 2020.

17 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,

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”).

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

i3 VERTICALS, Inc.

1 unchanged sentence

(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”).

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

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 March 31, 2026, the Borrower's consolidated interest coverage ratio was 16.2 x and total leverage ratio was 1.2 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.

2 unchanged sentences

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 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 %, 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.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

The applicable margin is based upon the Borrower’s consolidated total net leverage ratio (as defined in the 2023 Senior Secured Credit Facility), as reflected in the schedule below:

6 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 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.

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 March 31, 2026) 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.

In addition, if the total amount borrowed under the Revolver exceeds $ 400,000 at any time, the 2023 Senior Secured Credit Facility requires the Borrower to prepay such excess outstanding amounts.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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.

11 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.

On May 5, 2025, i3 LLC entered into that certain Second Amendment to Credit Agreement (the “Amendment”), which amended the 2023 Senior Secured Credit Facility, with the guarantors and the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

On May 5, 2025, i3 Verticals, LLC entered into that certain Second Amendment to Credit Agreement (the “Amendment”), which amended the 2023 Senior Secured Credit Facility, with the guarantors and the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

The Amendment provided for certain amendments to the 2023 Senior Secured Credit Facility, including amendments that permitted and accommodated the execution of the Healthcare RCM Purchase Agreement and the consummation of the Healthcare RCM Transactions.

The Amendment also permanently reduced the aggregate lender commitments under the Company’s revolving line of credit from $ 450,000 to $ 400,000 .

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Debt issuance costs

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

The Company did not incur any debt issuance costs during the three and six months ended March 31, 2026 and 2025.

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 during the three months ended December 31, 2025 and $ 280 during the three months ended December 31, 2024.

The amortization of deferred debt issuance costs is included in interest expense and amounted to approximately $ 215 and $ 431 during the three and six months ended March 31, 2026, respectively, and $ 250 and $ 530 during the three and six months ended March 31, 2025, respectively.

STOCKHOLDERS' EQUITY

Share Repurchase Program

Share Repurchase Programs

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.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

During the six months ended March 31, 2025 the Company repurchased 510,155 shares of Class A Common Stock under the August 2024 Share Repurchase Program at an average price of $ 22.51 per share for a total cost of $ 11,613 .

The repurchased shares were cancelled and retired, resulting in a 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.

The maximum dollar amount under the August 2025 Share Repurchase Program was expended during the three months ended March 31, 2026, 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 (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 the August 2025 Share Repurchase 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.

During the three months ended March 31, 2026 the Company repurchased 2,220,736 shares of Class A Common Stock at an average price of $ 22.70 per share for a total cost inclusive of commissions and excise taxes of $ 50,979 .

These repurchases consisted of 1,703,682 shares repurchased under the New Share Repurchase Program at an average price of $ 22.48 per share for a total cost inclusive of commissions and excise taxes of $ 38,735 , and 517,054 shares repurchased 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.

During the six months ended March 31, 2026 the Company repurchased 3,743,574 shares of Class A Common Stock at an average price of $ 23.59 per share for a total cost inclusive of commissions and excise taxes of $ 89,296 .

These repurchases consisted of 1,703,682 shares repurchased under the New Share Repurchase Program at an average price of $ 22.48 per share for a total cost inclusive of commissions and excise taxes of $ 38,735 , and 2,039,892 shares repurchased under the August 2025 Share Repurchase Program at an average price of $ 24.51 per share for a total cost inclusive of commissions and excise taxes of $ 50,561 .

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

Since March 31, 2026, the maximum dollar amount under the New Share Repurchase Program has been expended, and the New Share Repurchase Program is no longer in effect.

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

10 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 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 provision of $ 704 and a provision of $ 409 for the three months ended December 31, 2025 and 2024, respectively.

The Company’s provision for income taxes for continuing operations was a provision of $ 478 and $ 1,182 for the three and six months ended March 31, 2026, respectively, and a provision of $ 2,885 and $ 3,294 three and six months ended March 31, 2025, 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 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

During the six months ended March 31, 2026, 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 $ 36,222 as of March 31, 2026.

The Company also has a corresponding Tax Receivable Agreement liability of $ 32,379 , which was recorded in long-term tax receivable agreement obligations as of March 31, 2026.

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.

Payments to the Continuing Equity Owners related to exchanges through March 31, 2026 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 March 31, 2026, 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.

2 unchanged sentences

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 December 31, 2025.

The Company had no finance leases as of March 31, 2026.

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 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 weighted-average remaining lease term was 4 years at both March 31, 2026 and 2025.

The Company had no significant short-term leases during the three and six months ended March 31, 2026 and 2025.

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 6.1 % and 7.1 % as of December 31, 2025 and 2024, respectively.

The weighted-average discount rate used in the measurement of our lease liabilities was 6.3 % and 7.1 % as of March 31, 2026 and 2025, respectively.

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

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.

Operating lease costs for continuing operations were $ 617 and $ 1,236 for the three and six months ended March 31, 2026, respectively, and $ 119 and $ 807 for the three and six months ended March 31, 2025, 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 and six months ended March 31, 2026 and 2025.

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 were not significant for the three months ended December 31, 2025 and 2024.

Short-term rent expense from continuing operations were not significant for the three and six months ended March 31, 2026 and 2025.

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

2 unchanged sentences

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

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

As of March 31, 2026, maturities of lease liabilities for continuing operations are as follows:

Fiscal Years ending September 30:

2026 (nine months remaining) $ 1,554

2026 (six months remaining) $ 1,156

Thereafter 154

15 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 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.

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 March 31, 2026 and 2025, because of the relatively short maturity dates on these instruments.

The carrying amount of debt approximates fair value as of March 31, 2026 and 2025, because interest rates on these instruments approximate market interest rates.

i3 VERTICALS, Inc.

8 unchanged sentences

Contingent consideration paid —

Balance at December 31, 2025 $ 3,197

Balance at March 31, 2026 $ 10,673

Accrued Contingent Consideration

3 unchanged sentences

Contingent consideration paid ( 60 )

Balance at December 31, 2024 (2)

Balance at March 31, 2025 (2)

__________________________

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.

In connection with the sale of the Healthcare RCM Business, $ 1,490 of the Company's accrued contingent consideration was classified as "Current assets held for sale" as of March 31, 2025 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.

3 unchanged sentences

Management reviews the historical and projected performance of each acquisition with contingent consideration and uses an income probability method to revalue the contingent consideration.

The revaluation requires management to make certain assumptions and represent management's best estimate at the valuation date.

The revaluation requires management to make certain assumptions and represents management's best estimate at the valuation date.

The probabilities are determined based on a management review of the expected likelihood of triggering events that would cause a change in the contingent consideration paid.

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 $ 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.

Approximately $ 1,023 and $ 82 of contingent consideration was recorded in accrued expenses and other current liabilities as of March 31, 2026 and September 30, 2025, respectively.

Approximately $ 9,650 and $ 3,489 of contingent consideration was recorded in other long-term liabilities as of March 31, 2026 and September 30, 2025, respectively.

i3 VERTICALS, Inc.

2 unchanged sentences

EQUITY-BASED COMPENSATION

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,

A summary of equity-based compensation expense for continuing operations recognized during the three and six months ended March 31, 2026 and 2025 is as follows:

Three Months Ended March 31, Six Months Ended March 31,

2026 2025 2026 2025

Stock options $ 1,855 $ 1,502 $ 3,201 $ 3,825

1 unchanged sentence

Equity-based compensation expense $ 4,619 $ 3,545 $ 9,797 $ 7,151

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 $ 730 and $ 577 were recognized during the three months ended December 31, 2025 and 2024, respectively.

In connection with the sale of the Healthcare RCM Business, $ 387 and $ 595 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 six months ended March 31, 2025, respectively.

Amounts are included in 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 $ 472 and $ 1,202 were recognized during the three and six months ended March 31, 2026, respectively, and current and deferred income tax expense of $ 1,165 and $ 588 during the three and six months ended March 31, 2025, 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 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.

As of March 31, 2026, equity awards with respect to 2,303,073 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 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.

As of March 31, 2026, equity awards with respect to 2,021,344 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.

2 unchanged sentences

(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:

A summary of stock option activity for the six months ended March 31, 2026 is as follows:

Stock Options Weighted Average Exercise Price

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

Granted 1,245,000 23.61

Exercised ( 181,032 ) 23.42

Forfeited and cancelled ( 94,632 ) 26.60

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 .

Outstanding at March 31, 2026 8,850,572 $ 24.48

Exercisable at March 31, 2026 6,800,178 $ 24.95

The weighted-average grant date fair value of stock options granted during the six months ended March 31, 2026 was $ 12.41 .

As of March 31, 2026, there were 8,850,572 stock options outstanding, of which 6,800,178 were exercisable.

As of March 31, 2026, total unrecognized compensation expense related to unvested stock options, including an estimate for pre-vesting forfeitures, was $ 19,895 , which is expected to be recognized over a weighted-average period of 3.5 years.

The total fair value of stock options that vested during the three and six months ended March 31, 2026 was $ 4,163 and $ 4,837 , respectively.

Restricted Stock Units

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

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

A summary of activity related to restricted stock units for the six months ended March 31, 2026 is as follows:

Restricted Stock Units Weighted Average Grant Date Fair Value

3 unchanged sentences

Forfeited and cancelled ( 34,547 ) 23.64

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 .

Outstanding at March 31, 2026 1,136,004 $ 24.69

The weighted-average grant date fair value of RSUs granted during three and six months ended March 31, 2026 was $ 24.06 .

As of March 31, 2026, total unrecognized compensation expense related to unvested RSUs, including an estimate for pre-vesting forfeitures, was $ 21,096 , which is expected to be recognized over a weighted average period of 2.6 years.

The total fair value of RSUs that vested during the three and six months ended March 31, 2026 was $ 5,449 and $ 9,693 , respectively.

i3 VERTICALS, Inc.

3 unchanged sentences

The Company utilizes office space and equipment under operating leases.

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

Rent expense from continuing operations under these leases amounted to $ 689 and $ 1,391 during the three and six months ended March 31, 2026 and 2025, respectively, and $ 145 and $ 857 during the three and six months ended March 31, 2025, respectively.

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

2 unchanged sentences

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.

As of March 31, 2026, the remaining aggregate minimum contractual commitment under these arrangements was approximately $ 18,268 , 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

2026 (six months remaining) $ 3,395

Total $ 18,268

5 unchanged sentences

The Company has considered all such ordinary course legal proceedings in formulating its disclosures and assessments.

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

After taking into consideration the evaluation of such legal matters by the Company's legal counsel, while the Company does not believe at this time that these matters will have a material effect on its business or financial condition, the Company cannot give assurance that these matters will not have a material effect on its consolidated balance sheets, results of operations or cash flows for any particular reporting period.

i3 VERTICALS, Inc.

1 unchanged sentence

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

of i3 Verticals, LLC.

PaySchools Litigation

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 a motion to dismiss the Complaint, filed by PaySchools, is 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, remains pending.

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.

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

S&S Litigation

18 unchanged sentences

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

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

That hearing has been continued until June 8, 2026.

i3 VERTICALS, Inc.

1 unchanged sentence

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

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

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

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

RELATED PARTY TRANSACTIONS

2 unchanged sentences

See Note 10 for further information.

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

As of March 31, 2026, the total amount due under the Tax Receivable Agreement was $ 32,379 .

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.

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 the Tax Receivable Agreement, and any other expected liabilities of the Company.

Accordingly, in order to make such cash held by the Company accessible in connection with our operations, on January 23, 2025, the Company contributed approximately $ 21,396 in cash (the “Capital Contribution”) held by the Company to i3 LLC in exchange for 896,763 newly-issued common units of i3 Verticals, LLC (“Common Units”) at a price per Common Unit of $ 23.86 , such price being equal to the to the 50 -day volume-weighted average price of the Company’s Class A common stock for the period ended January 22, 2025.

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 the Tax Receivable Agreement, and any other expected liabilities of the Company.

Accordingly, in order to make such cash held by the Company accessible in connection with our operations, on January 23, 2025, the Company contributed approximately $ 21,396 in cash (the “Capital Contribution”) held by the Company to i3 LLC in exchange for 896,763 newly-issued common units of i3 Verticals, LLC (“Common Units”) at a price per Common Unit of $ 23.86 , such price being equal to the 50 -day volume-weighted average price of the Company’s Class A common stock for the period ended January 22, 2025.

Immediately following the Capital Contribution, the Common Units were recapitalized through a reverse unit split of the Common Units at a ratio of approximately 0.9631 to 1 (the “Reverse Unit Split”) which caused the number of Common Units held by the Company immediately following the Reverse Unit Split to equal to the number of Common Units held by the Company immediately prior to the Contribution, thereby maintaining a one -to-one ratio between the number of Common Units owned by the Company and the number of outstanding shares of Class A Common Stock.

Upon the effectiveness of the Reverse Unit Split, 369,256 outstanding shares of Class B common stock of the Company were retired without consideration, thereby maintaining a one -to-one ratio between the number of Common Units owned by the Continuing Equity Owners after giving to the Reverse Unit Split and the number of outstanding shares of Class B Common Stock.

After giving effect to these recapitalization actions, as of January 23, 2025, the Company held approximately 70.83 % of the outstanding Common Units (an increase of approximately 0.78 % compared to the Company’s ownership of approximately 70.05 % of the outstanding Common Units immediately prior to giving effect to these recapitalization actions) and the Continuing Equity Owners hold approximately 29.17 % of the outstanding Common Units (a decrease of approximately 0.78 % compared to the Continuing Equity Owners’ ownership of approximately 29.95 % of the outstanding Common Units immediately prior to giving effect to these recapitalization actions).

After giving effect to these recapitalization actions, as of January 23, 2025, the Company held approximately 70.83 % of the outstanding Common Units (an increase of approximately 0.78 % compared to the Company’s ownership of approximately 70.05 % of the outstanding Common Units immediately prior to giving effect to these recapitalization actions) and the Continuing Equity Owners held approximately 29.17 % of the outstanding Common Units (a decrease of approximately 0.78 % compared to the Continuing Equity Owners’ ownership of

i3 VERTICALS, Inc.

1 unchanged sentence

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

approximately 29.95 % of the outstanding Common Units immediately prior to giving effect to these recapitalization actions).

SEGMENTS REPORTING

13 unchanged sentences

(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,

Three Months Ended March 31, Six Months Ended March 31,

2026 2025 2026 2025

Other costs of services (excluding depreciation and amortization)

$ 57,518 $ 54,135 $ 110,189 $ 106,356

Costs of services (excluding depreciation and amortization)

16,866 16,403 34,211 31,817

People operating expenses

1 unchanged sentence

Technology operating expenses

2,205 2,211 4,320 4,759

Other operating expenses (1)

5,796 3,785 10,120 8,199

Other segment expenses (2)

6 unchanged sentences

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.

For the six months ended March 31, 2026 and 2025, 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.

8 unchanged sentences

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

As of March 31, 2026 and 2025, respectively, i3 Verticals, Inc.

owned 20,541,392 and 24,386,990 of i3 Verticals, LLC's Common Units, representing a 71.0 % and 73.4 % economic ownership interest in i3 Verticals, LLC.

3 unchanged sentences

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

Three Months Ended December 31,

Six Months Ended March 31,

Net income attributable to non-controlling interest

3 unchanged sentences

Redemption of common units in i3 Verticals, LLC — ( 11,730 )

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

Allocation of equity from non-controlling interests ( 8,600 ) ( 3,356 )

Net transfers from non-controlling interests ( 8,478 ) ( 9,114 )

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

Change from net income attributable to non-controlling interests and net transfers from non-controlling interests $ ( 7,285 ) $ ( 7,139 )

See Note 15 for information regarding certain recapitalization actions the Company and i3 Verticals, LLC effected during the six months ended March 31, 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 Owners’ respective ownership interests in i3 Verticals, LLC.

EARNINGS PER SHARE

6 unchanged sentences

(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 months ended December 31, 2025 and 2024:

Three Months Ended December 31,

Three Months Ended March 31, Six Months Ended March 31,

2025 2026 2025

Basic net income per share:

1 unchanged sentence

Net income attributable to non-controlling interest

730 1,304 1,239 2,239

Net income attributable to Class A common stockholders

21 unchanged sentences

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 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,

For the three and six months ended March 31, 2026 and 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 continuing operations:

9,408,427 , 8,381,681 and 9,720,698 weighted average shares of Class B common stock for the three months ended March 31, 2025 and the six months ended March 31, 2026 and 2025, respectively, 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

4,812,850 , 4,227,718 , 3,381,943 and 4,660,034 stock options for the three months ended March 31, 2026 and 2025 and for the six months ended March 31, 2026 and 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.

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 discontinued operations for the three months ended December 31, 2025 and 2024:

Three Months Ended December 31,

Basic net (loss) income per share:

Net (loss) income

Three Months Ended March 31, Six Months Ended March 31,

2025 2026 2025

Net (loss) income attributable to non-controlling interest

Net (loss) income attributable to Class A common stockholders

Basic net loss per share:

$ ( 1,554 ) $ ( 138 ) $ ( 1,236 )

Net loss attributable to non-controlling interest

( 381 ) ( 46 ) ( 264 )

Net loss attributable to Class A common stockholders

$ ( 1,173 ) $ ( 92 ) $ ( 972 )

Weighted average shares of Class A common stock outstanding

23,834,233 22,747,267 23,691,648

Basic net (loss) income per share

Basic net loss per share

$ ( 0.05 ) $ 0.00 $ ( 0.04 )

Diluted net (loss) income per share:

Net (loss) income attributable to Class A common stockholders

Diluted net loss per share:

Net loss attributable to Class A common stockholders

$ ( 1,173 ) $ ( 92 ) $ ( 972 )

Reallocation of net loss assuming conversion of common units (2)(3)

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

Net loss attributable to Class A common stockholders – diluted

$ ( 1,173 ) $ ( 127 ) $ ( 972 )

5 unchanged sentences

23,834,233 31,128,948 23,691,648

Diluted net (loss) income per share

Diluted net loss per share

$ ( 0.05 ) $ 0.00 $ ( 0.04 )

__________________________

There was no net income from discontinued operations during the three months ended March 31, 2026.

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.

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.

For the three months ended March 31, 2025 and the six months ended March 31, 2026 and 2025, the following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted earnings per share of Class A common stock from discontinued operations:

9,408,427 and 9,720,698 weighted average shares of Class B common stock for the three and six months ended March 31, 2025, respectively, 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,

4,227,718 , 3,381,943 and 4,660,034 options to purchase shares of Class A common stock for the three months ended March 31, 2025 and the six months ended March 31, 2026 and 2025, respectively, were excluded because the exercise price of these options

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 consolidated operations for three months ended December 31, 2025 and 2024:

Three Months Ended December 31,

Basic net income per share:

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

299,505 , 909,373 and 389,584 shares of Class A common stock for the three months ended March 31, 2025 and the six months ended March 31, 2026 and 2025, respectively, 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.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Three Months Ended March 31, Six Months Ended March 31,

Basic net income (loss) per share:

$ 2,194 $ 769 $ 3,141 $ 3,877

Net income attributable to non-controlling interest

Net income attributable to Class A common stockholders

730 923 1,193 1,975

Net income (loss) attributable to Class A common stockholders

$ 1,464 $ ( 154 ) $ 1,948 $ 1,902

Weighted average shares of Class A common stock outstanding

21,798,840 23,834,233 22,747,267 23,691,648

Basic net income per share

Basic net income (loss) per share (1)

$ 0.07 $ ( 0.01 ) $ 0.09 $ 0.08

1 unchanged sentence

Net income attributable to Class A common stockholders $ 1,464 $ 1,948 $ 1,902

$ 484 $ 2,056

Reallocation of net income assuming conversion of common units (2)(3)

Net income attributable to Class A common stockholders – diluted $ 2,021 $ 1,948 $ 1,902

$ 484 $ 2,856

Weighted average shares of Class A common stock outstanding

6 unchanged sentences

__________________________

For the three months ended March 31, 2025, 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 from consolidated operations:

9,408,427 weighted average shares of Class B common stock for the three months ended March 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

4,227,718 stock options for the three months ended March 31, 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, and

299,505 shares of Class A common stock for the three months ended March 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.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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:

For the three months ended March 31, 2026 and the six months ended March 31, 2026 and 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 from consolidated operations:

8,381,681 and 9,720,698 weighted average shares of Class B common stock for the six months ended March 31, 2026 and 2025, respectively, 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

4,812,850 , 3,381,943 and 4,660,034 stock options for the three months ended March 31, 2026 and the six months ended March 31, 2026 and 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.

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.

1 unchanged sentence

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.

7 unchanged sentences

SIGNIFICANT NON-CASH TRANSACTIONS

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.

The Company engaged in the following significant non-cash investing and financing activities during the six months ended March 31, 2026 and 2025 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,

Six months ended March 31,

Acquisition date fair value of contingent consideration in connection with business combinations $ 7,600 $ —

Right-of-use assets obtained in exchange for operating lease obligations $ 974 $ 451

Excise taxes accrued on share repurchases $ 883 $ 115

SUBSEQUENT EVENTS

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)

SUBSEQUENT EVENTS

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

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.

Since March 31, 2026 and as of May 7, 2026, the Company repurchased 992,058 shares of Class A Common Stock under the New Share Repurchase Program at an average price of $ 21.87 per share for a total cost inclusive of commissions and excise taxes of $ 21,946 .

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

The maximum dollar amount under the New Share Repurchase Program has been expended, and the New Share Repurchase Program is no longer in effect.

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