What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-07 compared with 2026-05-08 · 339 added, 489 removed, 774 unchanged (52% of the section changed)

3 unchanged sentences

(In thousands, except share amounts)

March 31, September 30,

June 30, September 30,

Current assets

29 unchanged sentences

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

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

0 shares issued and outstanding as of both June 30, 2026 and September 30, 2025

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

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

18,241,855 and 23,983,125 shares issued and outstanding as of June 30, 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 March 31, 2026 and September 30, 2025, respectively

8,381,681 shares issued and outstanding as of both June 30, 2026 and September 30, 2025

Additional paid-in capital 156,844 271,310

8 unchanged sentences

(In thousands, except share and per share amounts)

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

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

2026 2025 2026 2025

8 unchanged sentences

Total operating expenses 53,959 56,714 158,796 155,956

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

(Loss) income from operations ( 892 ) ( 4,813 ) 4,460 2,301

Other expenses (income)

1 unchanged sentence

Other income ( 9,903 ) ( 4,601 ) ( 10,534 ) ( 7,020 )

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

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

Provision for income taxes 478 2,885 1,182 3,294

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

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

Total other income ( 8,083 ) ( 3,795 ) ( 7,192 ) ( 5,088 )

Income (loss) before income taxes 7,191 ( 1,018 ) 11,652 7,389

Provision for (benefit from) income taxes 1,313 ( 22 ) 2,495 3,272

Net income (loss) from continuing operations 5,878 ( 996 ) 9,157 4,117

Net (loss) income from discontinued operations, net of income taxes ( 217 ) 19,421 ( 355 ) 18,185

Net income 5,661 18,425 8,802 22,302

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

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

Net income (loss) from continuing operations attributable to non-controlling interest 2,258 ( 586 ) 3,497 1,653

Net (loss) income from discontinued operations attributable to non-controlling interest ( 79 ) 6,129 ( 125 ) 5,865

Net income attributable to non-controlling interest 2,179 5,543 3,372 7,518

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

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

3,620 ( 410 ) 5,660 2,464

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

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

( 138 ) 13,292 ( 230 ) 12,320

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

Net income attributable to i3 Verticals, Inc.

$ 3,482 $ 12,882 $ 5,430 $ 14,784

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

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

Basic $ 0.19 $ ( 0.02 ) $ 0.26 $ 0.10

Diluted $ 0.19 $ ( 0.03 ) $ 0.25 $ 0.10

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

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

Basic $ ( 0.01 ) $ 0.55 $ ( 0.01 ) $ 0.52

27 unchanged sentences

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

Equity-based compensation — — — — 5,136 — — 5,136

Net income — — — — — 3,482 2,179 5,661

Exercise of equity-based awards 13,021 — — — ( 115 ) — — ( 115 )

Repurchases of Class A common stock ( 2,312,558 ) — — — ( 48,588 ) — — ( 48,588 )

Allocation of equity to non-controlling interests — — — — 3,251 — ( 3,251 ) —

Balance at June 30, 2026 18,241,855 $ 2 8,381,681 $ 1 $ 156,844 $ 123,700 $ 119,783 $ 400,330

See Notes to the Interim Condensed Consolidated Financial Statements

23 unchanged sentences

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

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

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

Distributions to non-controlling interest holders — — — — — — ( 630 ) ( 630 )

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

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

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

Repurchases of Class A common stock ( 1,063,726 ) — — — ( 26,366 ) — — ( 26,366 )

Allocation of equity to non-controlling interests — — — — 232 — ( 232 ) —

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

See Notes to the Interim Condensed Consolidated Financial Statements

2 unchanged sentences

(In thousands)

Six months ended March 31,

Nine months ended June 30,

Cash flows from operating activities:

5 unchanged sentences

Provision for deferred income taxes 1,708 3,644

Adjustments to gain on sale of Merchant Services Business — 657

Gain on sale of businesses — ( 25,299 )

Gain on investment ( 9,868 ) —

Non-cash lease expense 1,576 1,933

1 unchanged sentence

Other non-cash adjustments to net income 2,858 36

Changes in operating assets:

Accounts receivable 2,802 25

Prepaid expenses and other current assets ( 3,411 ) ( 3,145 )

Other assets 841 ( 454 )

Changes in operating liabilities:

Accounts payable ( 2,618 ) ( 1,020 )

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

Acquisition escrow obligations 2,505 26

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

Operating lease liabilities ( 1,145 ) ( 1,776 )

Other long-term liabilities ( 584 ) ( 101 )

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

Changes in operating assets and liabilities ( 5,099 ) ( 51,311 )

Net cash provided by (used in) operating activities 38,414 ( 8,276 )

3 unchanged sentences

Expenditures for capitalized software ( 6,536 ) ( 6,301 )

Purchases of merchant portfolios and residual buyouts — ( 12 )

Acquisitions of businesses, net of cash acquired ( 60,000 ) ( 11,000 )

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

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

Net cash (used in) provided by investing activities ( 68,120 ) 78,774

Cash flows from financing activities:

2 unchanged sentences

Payments to extinguish exchangeable notes — ( 26,223 )

Payments of debt issuance costs — ( 249 )

Payments for repurchases of Class A common stock, including related excise taxes ( 136,895 ) ( 37,604 )

Net payments for settlement obligations ( 375 ) ( 614 )

Cash paid for contingent consideration — ( 800 )

Payments for required distributions to members or on behalf of members for tax obligations ( 2,219 ) ( 24,849 )

25 unchanged sentences

Total cash, cash equivalents, and restricted cash $ 5,443 $ 55,812

The Company engaged in the following significant non-cash investing and financing activities during the nine months ended June 30, 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.

Nine months ended June 30,

Acquisition date fair value of contingent consideration in connection with business combinations $ 7,600 $ 1,260

Right-of-use assets obtained in exchange for operating lease obligations $ 1,494 $ 288

Excise taxes accrued on share repurchases $ 1,364 $ 375

Conversion of note receivable to equity investment $ 293 $ —

See Notes to the Interim Condensed Consolidated Financial Statements

30 unchanged sentences

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

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.

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 provided 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 were substantially completed in the first quarter of fiscal 2026.

1 unchanged sentence

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 and six months ended March 31, 2026 was $ 26 and $ 160 , respectively.

Income under the Infinx TSA was not significant during the three and nine months ended June 30, 2026, and was $ 3,919 during both the three and nine months ended June 30, 2025.

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.

5 unchanged sentences

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 and six months ended March 31, 2026 and 2025:

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

The following table presents financial results of Healthcare RCM Business for the three and nine months ended June 30, 2026 and 2025:

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

2026 2025 2026 2025

8 unchanged sentences

Loss from operations — ( 2,198 ) — ( 2,649 )

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.

Other expenses (income) 250 ( 25,960 ) 419 ( 25,998 )

(Loss) income before income taxes from discontinued operations ( 250 ) 23,762 ( 419 ) 23,349

(Benefit from) provision for income taxes ( 33 ) 4,337 ( 64 ) 4,620

Net (loss) income from discontinued operations ( 217 ) 19,425 ( 355 ) 18,729

Net (loss) income from discontinued operations attributed to non-controlling interest ( 79 ) 6,130 ( 125 ) 6,041

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

$ ( 138 ) $ 13,295 $ ( 230 ) $ 12,688

4 unchanged sentences

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

Six Months Ended March 31, 2025

Nine Months Ended June 30, 2025

Depreciation and amortization $ 1,940

Equity-based compensation $ 3,112

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

Non-cash lease expense $ 702

Increase in non-cash contingent consideration expense from original estimate $ 1,302

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

Expenditures for property and equipment $ ( 156 )

Expenditures for capitalized software $ ( 263 )

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

Cash paid for contingent consideration $ ( 800 )

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

Six Months Ended March 31, 2025

Nine Months Ended June 30, 2025

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

5 unchanged sentences

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

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

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

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

i3 VERTICALS, Inc.

1 unchanged sentence

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

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.

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

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

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

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

Income under the Payroc TSA and Payroc PSA was not significant during the three and nine months ended June 30, 2026, and was $ 318 and $ 1,274 during the three and nine months ended June 30, 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 and six months ended March 31, 2025:

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

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

Three Months Ended June 30, 2025 Nine Months Ended June 30, 2025

Revenue $ — $ —

9 unchanged sentences

Benefit from income taxes

( 78 ) ( 117 )

Net loss from discontinued operations

4 unchanged sentences

$ ( 3 ) $ ( 368 )

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

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

Nine Months Ended June 30, 2025

Adjustments to gain on sale of Merchant Services Business 661

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There have been no changes to our significant accounting policies described in the Annual Report on Form 10-K for the year ended September 30, 2025, filed with the SEC on November 21, 2025, that have had a material impact on our condensed consolidated financial statements and related notes.

Basis of Presentation

1 unchanged sentence

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 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)

In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for fair presentation of the unaudited condensed consolidated financial statements of the Company and its subsidiaries as of June 30, 2026 and for the three and nine months ended June 30, 2026 and 2025.

The results of operations for the three and nine months ended June 30, 2026 and 2025 are not necessarily indicative of the operating results for the full year.

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

7 unchanged sentences

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:

Restricted Cash (Topic 230), the Company includes restricted cash along with the cash and cash equivalents balance for presentation in the consolidated statements of cash flows.

Settlement Assets and Obligations

Settlement assets and obligations result when funds are temporarily held or owed by the Company on behalf of merchants, consumers, schools, and other institutions.

Timing differences, interchange expenses, merchant reserves and exceptional items cause differences between the amount received from the card networks and the amount funded to counterparties.

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

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.

The Company includes restricted cash along with the cash and cash equivalents balance for presentation in the consolidated statements of cash flows.

Reclassifications

2 unchanged sentences

Refer to Note 2 for additional information.

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

Inventories were $ 2,617 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.

Where relevant, the fair value of contingent consideration included in an acquisition is calculated using a Monte Carlo simulation as well as a discounted cash flows analysis.

The fair value of customer relationships and non-compete assets acquired is identified using the Income Approach.

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

Change in presentation of cash flows

During the third quarter of 2026, the Company adopted the condensed presentation of cash flows permitted for interim period financial statements.

The Company changed its presentation of cash flows associated with operating activities within the Condensed Consolidated Statements of Cash Flows.

This change has no impact on net cash provided by (used in) operating activities, investing activities or financing activities.

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

This change has no impact on the Condensed Consolidated Balance Sheet, Condensed Consolidated Statements of Operations or Condensed Consolidated Statement of Changes in Equity.

i3 VERTICALS, Inc.

1 unchanged sentence

(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.

Acquisitions not meeting the accounting criteria to be accounted for as a business combination are accounted for as an asset acquisition.

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

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

Nine months ended June 30, 2025

As Previously Reported Adjustment As Adjusted

Cash flows from operating activities:

Adjustments to gain on sale of Merchant Services Business $ 661 $ ( 661 ) $ —

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

Gain on sale of businesses $ — $ ( 25,299 ) $ ( 25,299 )

Changes in operating assets:

Accounts receivable $ 1,955 $ ( 1,955 ) $ —

Prepaid expenses and other current assets $ ( 922 ) $ 922 $ —

Other assets $ ( 1,023 ) $ 1,023 $ —

Changes in operating liabilities:

Accounts payable $ ( 677 ) $ 677 $ —

Accrued expenses and other current liabilities $ ( 37,450 ) $ 37,450 $ —

Acquisition escrow obligations $ ( 2,174 ) $ 2,174 $ —

Deferred revenue $ ( 7,597 ) $ 7,597 $ —

Operating lease liabilities $ ( 2,561 ) $ 2,561 $ —

Other long-term liabilities $ ( 102 ) $ 102 $ —

Contingent consideration paid in excess of original estimates $ ( 760 ) $ 760 $ —

Changes in operating assets and liabilities $ — $ ( 51,311 ) $ ( 51,311 )

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

Inventories were $ 2,798 and $ 2,516 at June 30, 2026 and September 30, 2025, respectively, and are included within prepaid expenses and other current assets on the accompanying condensed consolidated balance sheets.

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

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

Leases are recorded in accordance with ASC 842, Leases ("ASC 842").

The Company elected the accounting policy practical expedients for all classes of underlying assets to (i) combine associated lease and non-lease components in a lease arrangement as a combined lease component and (ii) exclude recording short-term leases as right-of-use assets on the condensed consolidated balance sheets.

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.

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 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 rate is a fully collateralized rate that considers the Company’s credit rating, market conditions and the term of the lease.

The Company accounts for all components in a lease arrangement as a single combined lease component.

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

Total lease costs include variable lease costs, which are primarily comprised of the consumer price index adjustments and other changes based on rates, such as costs of insurance and property taxes.

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

Acquisitions completed during the nine months ended June 30, 2026 contributed $ 4,600 and $ 63 of revenue and net income, respectively, to the results in the Company's condensed consolidated statements of operations for the nine months ended June 30, 2026.

Revenue Recognition and Deferred Revenue

Revenue is recognized as each performance obligation is satisfied, in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”).

The Company accrues for rights of refund, processing errors or penalties, or other related allowances based on historical experience.

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 recognizes revenue as each performance obligation is satisfied in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”).

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

Revenues are allocated to each performance obligation based on the standalone selling price of each good or service.

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,

i3 VERTICALS, Inc.

1 unchanged sentence

(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;

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

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

customer segment pricing strategies and the product life cycle.

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.

Revenue is recognized net of any taxes collected from clients, which are subsequently remitted to governmental authorities.

Software and other related revenue

Software and other related revenue includes software-as-a-service (“SaaS”), transaction-based fees, ongoing software maintenance and support, software licenses, other professional services related to the Company's software offerings, sales of equipment, non-software related maintenance plans or professional services, bundled performance obligations for software sales and equipment leasing and other revenues.

Revenues from the Company’s software are recognized when the related performance obligations are satisfied.

Sales of software licenses are categorized into one of two categories of intellectual property in accordance with ASC 606, functional or symbolic.

In accordance with ASC 606, sales of software licenses considered to be intellectual property are categorized as functional or symbolic.

The key distinction is whether the license represents a right to use (functional) or a right to access (symbolic) intellectual property.

The Company generates sales of one-time software licenses, which is functional intellectual property, and right to access license sales, which are symbolic intellectual property.

The Company generates sales of one-time software licenses, which are considered functional intellectual property, and right to access license sales, which are considered symbolic intellectual property.

Revenue from functional intellectual property is recognized at a point in time, when control of the software license transfers to the customer, while revenue from symbolic intellectual property is recognized over time, as control transfers to the customer.

The Company also generates revenue from maintenance services related to these software licenses, which is recognized over the term of the agreement.

The Company also offers access to its software under software-as-a-service (“SaaS”) arrangements, which represent services arrangements, and under which customers do not have the right to take possession of the software.

The Company also generates revenue from maintenance services related to these software licenses, which is recognized over time, over the term of the agreement.

The Company also offers access to its software under SaaS arrangements, which represent services arrangements, and under which customers do not have the right to take possession of the software.

Revenue from SaaS arrangements is recognized over time, over the term of the agreement.

Contracts with professional services, such as training or installation, are evaluated to determine if the customer can benefit from these services independently, whether they can be provided by other available resources, or whether they are separately identifiable from other contract promises.

If professional services are determined to be distinct, the revenue allocable to the service obligations are recognized over time as we perform the services.

Professional services fees are typically billed on a time and material or a milestone basis as defined within contract terms.

Revenue for milestone basis contracts is recognized either at milestone completion or by measuring progress-to-completion, generally using labor hours, depending on the language in the contracts.

Revenues are also derived from a variety of transaction fees, which are charged for transacting within our software solutions and fees for other miscellaneous services.

Revenues derived from such fees are recognized at the time of the transactions and are recognized over time when they represent stand ready obligations.

Revenue from the sale of equipment is recognized at a point in time, upon transfer of control to the customer, after which there are no further performance obligations remaining to be satisfied.

Revenue from hardware maintenance agreements is recognized over time, over the term of the agreement.

Revenue from bundled performance obligations for software sales and equipment leasing is recognized over time as a single performance obligation.

Lease income is recognized in accordance with ASC 842, and the leased equipment is classified as fixed assets and depreciated over its useful life.

Proprietary payments revenue

Proprietary payments revenue includes discount fees and other related fixed transaction or service fees.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Discount fees represent a percentage of the dollar amount of each credit or debit transaction processed or a specified per transaction amount, depending on the card type.

4 unchanged sentences

Because the service of standing ready is substantially the same each day and has the same pattern of transfer to the customer, the Company has determined that its stand ready performance obligation comprises a series of distinct days of service.

Discount fees are recognized each day based on the volume or transaction count at the time the merchants’ transactions are processed.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Discount fees are recognized over time based on the volume or transaction count at the time the merchants’ transactions are processed.

The Company follows the requirements of ASC 606-10-55 Revenue from Contracts with Customers—Principal versus Agent Considerations, which states that the determination of whether a company should recognize revenue based on the gross amount billed to a customer or the net amount retained is a matter of judgment that depends on the facts and circumstances of the arrangement.

1 unchanged sentence

The assessment is provided separately for each performance obligation identified.

Under its agreements, the Company incurs interchange and network pass-through charges from the third-party card issuers and card networks, respectively, related to the provision of payment authorization services.

Under its agreements, the Company incurs interchange and network charges from the third-party card issuers and card networks, respectively, related to the provision of payment authorization services.

The Company has determined that it is acting as an agent with respect to these payment authorization services, based on the following factors:

(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 six months ended March 31, 2026 and 2025.

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

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

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

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

Revenues are allocated to each performance obligation based on the standalone selling price of each good or service.

The selling price for a deliverable is based on standalone selling price, if available, the adjusted market assessment approach, estimated cost plus margin approach, or residual approach.

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.

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.

Revenues derived from service fees are recognized over time in accordance with our satisfaction of our performance obligations.

Revenue from bundled performance obligations for software sales and equipment leasing is recognized over time as a single performance obligation.

Lease income is recognized in accordance with ASC 842, and the leased equipment is classified as fixed assets and depreciated over its useful life.

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

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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

The Company's products are defined as follows:

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

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

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

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

Disaggregation of revenue

The following table presents revenue from contracts with customers for continuing operations disaggregated by categories that reflect how economic factors affect the nature, amount, timing, and uncertainty of revenues and cash flows:

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

2026 2025 2026 2025

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

Software and other related revenue $ 39,778 $ 38,801 $ 120,969 $ 117,663

Proprietary payments revenue 13,289 13,100 42,287 40,594

Other revenue 2,318 2,398 4,832 4,580

Total revenue $ 53,067 $ 51,901 $ 163,256 $ 158,257

The tables below present a disaggregation of the Company's revenue from contracts with customers from continuing operations by timing of transfer of goods or services.

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

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

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

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

2026 2025 2026 2025

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

Revenue earned at a point in time 7,869 6,621 12,892 11,442

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

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Contract Assets

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

As of June 30, 2026 and September 30, 2025, the Company’s contract assets from contracts with customers was $ 9,567 and $ 9,211 , respectively.

Contract Liabilities

2 unchanged sentences

The initial prepaid contract agreement balance is deferred.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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

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

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

1 unchanged sentence

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 six months ended March 31, 2026 and 2025, respectively:

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

The following tables present the changes in deferred revenue as of and for the nine months ended June 30, 2026 and 2025, respectively:

Balance at September 30, 2025 $ 38,486

5 unchanged sentences

Balance at March 31, 2026 36,133

Deferral of revenue 7,530

Recognition of unearned revenue ( 15,101 )

Balance at June 30, 2026 $ 28,562

Balance at September 30, 2024

5 unchanged sentences

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 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.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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.

Deferral of revenue 8,844

Recognition of unearned revenue ( 15,527 )

Balance at June 30, 2025 $ 30,577

Use of Estimates

6 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 determined that it operates as a single reportable segment as of June 30, 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

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

as a single reportable segment.

See Note 13 to our condensed consolidated financial statements for additional information.

11 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.

21 unchanged sentences

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

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

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

During the nine months ended June 30, 2026 and the year ended September 30, 2025, the Company acquired the following businesses:

Business Combinations during the nine months ended June 30, 2026

Purchase of Transportation Market Business

6 unchanged sentences

See additional disclosures in Note 9.

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.

16 unchanged sentences

Net assets acquired $ 67,600

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 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.

The following supplemental pro forma results of operations have been prepared as though each of the businesses acquired in the nine months ended June 30, 2026 had been acquired 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,

Nine Months Ended June 30,

Revenue $ 165,343 $ 163,605

5 unchanged sentences

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

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

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

Accounts receivable $ 792

10 unchanged sentences

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

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.

In connection with this purchase, the Company allocated 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

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

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

Six Months Ended March 31,

Nine Months Ended June 30, 2025

Revenue $ 159,694

Net income from continuing operations

PREPAID EXPENSES AND OTHER CURRENT ASSETS

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

Prepaid licenses 9,020 5,874

Prepaid insurance 1,017 222

Notes receivable — current portion 195 195

Other current assets 2,715 3,268

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

i3 VERTICALS, Inc.

4 unchanged sentences

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:

Goodwill attributable to the preliminary purchase price of the acquisition completed during the nine months ended June 30, 2026

Balance at June 30, 2026

Intangible assets consisted of the following as of June 30, 2026:

Cost Accumulated

9 unchanged sentences

$ 208,252 $ ( 54,653 ) $ 153,599

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

Amortization expense from continuing operations for intangible assets amounted to $ 3,207 and $ 9,308 for the three and nine months ended June 30, 2026, respectively, and $ 2,882 and $ 8,467 for the three and nine months ended June 30, 2025, respectively.

Based on net carrying amounts at June 30, 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 (three months remaining) $ 3,192

Thereafter 101,209

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

ACCRUED EXPENSES AND OTHER LIABILITIES

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

Accrued interest 354 155

Accrued contingent consideration — current portion 1,023 82

Escrow liabilities — current portion 1,255 —

Accrued tax distributions 268 2,147

Accrued income tax expense 150 2,760

Tax receivable agreement liability — current portion — 2,720

Customer deposits 991 461

Employee health self-insurance liability — 13

Accrued third-party software expenses 3,742 2,674

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 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

Deferred tax liability — long-term 8,504 8,994

Deferred revenue — long-term 3,224 808

Other long-term liabilities 781 1,553

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,

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

June 30, September 30,

Maturity 2026 2025

Revolving lines of credit to banks under the 2023 Senior Secured Credit Facility May 8, 2028 $ 114,276 $ —

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)

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.

Bank Trust Company National Association, as trustee (the “Indenture”).

The Exchangeable Notes bore interest at a fixed rate of 1.00 % per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2020.

In accordance with the terms of the Indenture, as of August 15, 2024, the Exchangeable Notes became exchangeable at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

The Exchangeable Notes matured and the remaining principal balance was repaid in full on February 15, 2025, as further described below.

During the fiscal year ended September 30, 2020, we repurchased $ 21,000 in aggregate principal amount of Exchangeable Notes in open market purchases.

In addition, on December 21, 2023, i3 Verticals, LLC entered into agreements to repurchase an additional portion of its Exchangeable Notes pursuant to privately negotiated transactions with a limited number of holders of the Exchangeable Notes (the "Exchangeable Note Repurchases").

The repurchase payments were determined by the Company’s average stock price over the 15 trading-day measurement period ended January 16, 2024.

The closing of the Exchangeable Note Repurchases occurred on January 18, 2024, and the Company paid $ 87,391 to repurchase $ 90,777 in aggregate principal amount of its Exchangeable Notes and to repay approximately $ 386 in accrued interest on the repurchased portion of the Exchangeable Notes.

The Company wrote off $ 926 of debt issuance costs in connection with the repurchase transactions.

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

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

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

Exchangeable Note Hedge Transactions

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

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

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

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

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

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

i3 Verticals, LLC used approximately $ 28,676 of the net proceeds from the offering of the Exchangeable Notes (net of the premiums received for the warrant transactions described below) to pay the cost of the Note Hedge Transactions.

The Note Hedge Transactions did not require separate accounting as a derivative as they meet a scope exception for certain contracts involving an entity's own equity.

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.

Also in December 2023, i3 Verticals, LLC entered into agreements with the Counterparties to terminate the portion of the Note Hedge Transactions corresponding to the Exchangeable Note Repurchases.

On January 18, 2024, in connection with the Exchangeable Note Repurchases, the Company and i3 Verticals, LLC terminated the corresponding portions of the Note Hedge Transactions ("Note Hedge Unwinds"), and i3 Verticals, LLC received $ 987 for the sale of the Note Hedge Unwinds and recorded a loss on the sale of the Note Hedge Unwinds of $ 245 .

The Note Hedge Transactions expired in February 2025 upon the maturity and payment in full of the Exchangeable Notes.

Warrant Transactions

On February 12, 2020, concurrently with the pricing of the Exchangeable Notes, and on February 13, 2020, concurrently with the exercise by the initial purchasers of their right to purchase additional Exchangeable Notes, the Company entered into warrant transactions to sell to the Counterparties warrants (the “Warrants”) to acquire, subject to customary adjustments, up to initially 3,376,391 shares of Class A common stock in the aggregate at an initial exercise price of $ 62.88 per share.

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

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

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

Holders of the Exchangeable Notes did not have any rights with respect to the Warrants.

The Company received approximately $ 14,669 from the offering and sale of the Warrants.

The Warrants do not require separate accounting as a derivative as they meet a scope exception for certain contracts involving an entity's own equity.

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

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

Also in December 2023, i3 Verticals, LLC entered into agreements with the Counterparties to terminate the portion of the Warrants corresponding to the Exchangeable Note Repurchases.

On January 18, 2024, in connection with the Exchangeable Note Repurchases, the Company and i3 Verticals, LLC terminated the corresponding portions of the Warrants ("Warrant Unwinds"), and the Company paid $ 433 for the repurchase of the Warrant Unwinds and recorded a gain on the repurchase of the Warrant Unwinds of $ 105 .

2023 Senior Secured Credit Facility

2 unchanged sentences

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.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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.

As of June 30, 2026, the Borrower's consolidated interest coverage ratio was 13.5 x and total leverage ratio was 1.9 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 March 31, 2026).

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 March 31, 2026).

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 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.

In addition to paying interest on outstanding principal under the Revolver, the Borrower will be required to pay a commitment fee equal to the product of between 0.15 % and 0.30 % (the applicable percentage depending on the Borrower’s consolidated total net leverage ratio as reflected in the schedule above, 0.15 % at June 30, 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.

14 unchanged sentences

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 and six months ended March 31, 2026 and 2025.

The Company did not incur any debt issuance costs during the three and nine months ended June 30, 2026, and incurred $ 249 in debt issuance costs during the three and nine months ended June 30, 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 $ 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.

The amortization of deferred debt issuance costs is included in interest expense and amounted to approximately $ 216 and $ 647 during the three and nine months ended June 30, 2026, respectively, and $ 216 and $ 746 during the three and nine months ended June 30, 2025, respectively.

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

STOCKHOLDERS' EQUITY

2 unchanged sentences

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 nine months ended June 30, 2025, the Company repurchased 1,573,881 shares of Class A Common Stock under the August 2024 Share Repurchase Program at an average price of $ 23.86 per share for a total cost of $ 37,979 .

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 the 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.

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 "February 2026 Share Repurchase Program") for the Company's Class A common stock, under which the Company was authorized to repurchase up to $ 60,000 of outstanding shares of Class A common stock (exclusive of fees, commissions or other expenses related to such repurchases).

The February 2026 Share Repurchase Program replaced the August 2025 Share Repurchase Program.

The terms of the February 2026 Share Repurchase Program provided that such program would terminate on the earlier of February 4, 2027, or when the maximum dollar amount under the authorization was expended.

Pursuant to the February 2026 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.

i3 VERTICALS, Inc.

1 unchanged sentence

(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 maximum dollar amount under the February 2026 Share Repurchase Program was expended during the three months ended June 30, 2026, and the February 2026 Share Repurchase Program is no longer in effect.

On May 12, 2026, the Company entered into a new share repurchase program (the "May 2026 Share Repurchase Program") for the Company's Class A common stock, under which the Company is authorized to repurchase up to $ 100,000 of outstanding shares of our Class A common stock (exclusive of fees, commissions or other expenses related to such repurchases).

The May 2026 Share Repurchase Program replaced the February 2026 Share Repurchase Program.

The terms of the May 2026 Share Repurchase Program provide that such program will terminate on the earlier of May 11, 2027, or when the maximum dollar amount under the authorization has been expended.

Pursuant to the May 2026 Share Repurchase Program, the Company is 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.

In addition, repurchases under the May 2026 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.

The May 2026 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 June 30, 2026, on an aggregate basis, the Company repurchased 2,312,558 shares of Class A Common Stock at an average price of $ 20.78 per share for a total cost inclusive of commissions and excise taxes of $ 48,588 .

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.

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 .

During the nine months ended June 30, 2026, on an aggregate basis, the Company repurchased 6,056,132 shares of Class A Common Stock at an average price of $ 22.51 per share for a total cost inclusive of commissions and excise taxes of $ 137,884 .

These repurchases consisted of 1,320,500 shares repurchased under the May 2026 Share Repurchase Program at an average price of $ 19.96 per share for a total cost inclusive of commissions and excise taxes of $ 26,642 , 2,695,740 shares repurchased under the February 2026 Share Repurchase Program at an average price of $ 22.26 per share for a total cost inclusive of commissions and excise taxes of $ 60,681 , 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.

When the Company repurchases shares of Common Stock, the amount paid to repurchase the shares in excess of the par or stated value is allocated to additional paid-in-capital unless subject to limitation or the balance in additional paid-in-capital is exhausted.

1 unchanged sentence

i3 Verticals, Inc.

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

i3 Verticals, LLC's members, including the Company, are liable for federal, state and local income taxes based on their share

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

i3 Verticals, Inc.

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

i3 Verticals, LLC's members, including the Company, are liable for federal, state and local income taxes based on their share of i3 Verticals, LLC's pass-through taxable income.

of i3 Verticals, LLC's pass-through taxable income.

i3 Verticals, LLC is not a taxable entity for federal income tax purposes but is subject to and reports entity level tax in both Tennessee and Texas.

7 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 $ 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.

The Company’s provision for income taxes for continuing operations was a provision of $ 1,313 and $ 2,495 for the three and nine months ended June 30, 2026, respectively, and a benefit of $ 22 and a provision of $ 3,272 for the three and nine months ended June 30, 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 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.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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.

During the nine months ended June 30, 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 $ 35,416 as of June 30, 2026.

The Company also has a corresponding Tax Receivable Agreement liability of $ 32,379 , of which $ 187 was recorded in accrued expenses and other current liabilities and $ 32,192 was recorded in long-term tax receivable agreement obligations as of June 30, 2026.

Payments to the Continuing Equity Owners related to exchanges through June 30, 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 June 30, 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.

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

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

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

The Company had no finance leases as of 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 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 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 6.3 % 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 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 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.

i3 VERTICALS, Inc.

1 unchanged sentence

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

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

Fiscal Years ending September 30:

2026 (six months remaining) $ 1,156

Thereafter 154

Total future minimum lease payments (undiscounted) (1)

present value discount ( 972 )

Present value of lease liability $ 4,612

__________________________

Total future minimum lease payments excludes payments of $ 58 for leases designated as short-term leases, which are excluded from the Company's right-of-use assets.

These payments will be made within the next twelve months.

FAIR VALUE MEASUREMENTS

8 unchanged sentences

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

The carrying value of the Company’s financial instruments, including cash and cash equivalents, restricted cash, settlement assets and obligations, accounts receivable, other assets, accounts payable, and accrued expenses, approximated their fair values as of 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.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

The carrying value of the Company’s financial instruments, including cash and cash equivalents, restricted cash, settlement assets and obligations, accounts receivable, other assets, accounts payable, and accrued expenses, approximated their fair values as of June 30, 2026 and 2025, because of the relatively short maturity dates on these instruments.

The carrying amount of debt approximates fair value as of June 30, 2026 and 2025, because interest rates on these instruments approximate market interest rates.

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

5 unchanged sentences

Contingent consideration paid —

Balance at March 31, 2026 $ 10,673

Balance at June 30, 2026 $ 12,111

Accrued Contingent Consideration

3 unchanged sentences

Contingent consideration paid ( 60 )

Balance at March 31, 2025 (2)

Balance at June 30, 2025

__________________________

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, $ 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.

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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

6 unchanged sentences

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

Approximately $ 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.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Approximately $ 980 and $ 82 of contingent consideration was recorded in accrued expenses and other current liabilities as of June 30, 2026 and September 30, 2025, respectively.

Approximately $ 11,131 and $ 3,489 of contingent consideration was recorded in other long-term liabilities as of June 30, 2026 and September 30, 2025, respectively.

During the three months ended June 30, 2026, the Company had a nonrecurring adjustment to the carrying value of an equity investment to its fair value as the result of a third party investment in the entity underlying our investment.

This resulted in an increase of $ 9,868 to the fair value of the investment, which the Company recognized in other income.

This investment was revalued using the quoted price for equity in the same entity in a market that is not typically active, and thus represents a Level 2 measurement.

The Company reviews information quarterly to verify if there is new information warranting changes in the fair value of the investment.

Approximately $ 10,820 and $ 659 of investments was recorded in other assets as of June 30, 2026 and September 30, 2025, respectively.

EQUITY-BASED COMPENSATION

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,

A summary of equity-based compensation expense for continuing operations recognized during the three and nine months ended June 30, 2026 and 2025 is as follows:

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

2026 2025 2026 2025

2 unchanged sentences

Equity-based compensation expense $ 5,136 $ 4,879 $ 14,933 $ 12,030

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.

In connection with the sale of the Healthcare RCM Business, $ 2,517 and $ 3,112 of the Company's equity-based compensation expense was classified within "net income from discontinued operations" in the accompanying condensed consolidated statements of operations during three and nine months ended June 30, 2025, respectively.

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

Stock Options

In May 2018, the Company adopted the 2018 Equity Incentive Plan (the “2018 Plan”) under which the Company may grant up to 3,500,000 stock options and other equity-based awards to employees, directors and officers.

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 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 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 six months ended March 31, 2026 is as follows:

A summary of stock option activity for the nine months ended June 30, 2026 is as follows:

Stock Options Weighted Average Exercise Price

3 unchanged sentences

Forfeited and cancelled ( 140,638 ) 26.59

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.

Outstanding at June 30, 2026 8,790,566 $ 24.47

Exercisable at June 30, 2026 6,765,894 $ 24.94

The weighted-average grant date fair value of stock options granted during the nine months ended June 30, 2026 was $ 12.41 .

As of June 30, 2026, there were 8,790,566 stock options outstanding, of which 6,765,894 were exercisable.

As of June 30, 2026, total unrecognized compensation expense related to unvested stock options, including an estimate for pre-vesting forfeitures, was $ 18,042 , which is expected to be recognized over a weighted-average period of 3.4 years.

The total fair value of stock options that vested during the three and nine months ended June 30, 2026 was $ 187 and $ 5,024 , 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 six months ended March 31, 2026 is as follows:

A summary of activity related to restricted stock units for the nine months ended June 30, 2026 is as follows:

Restricted Stock Units Weighted Average Grant Date Fair Value

3 unchanged sentences

Forfeited and cancelled ( 79,175 ) 24.49

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.

Outstanding at June 30, 2026 1,077,578 $ 24.63

The weighted-average grant date fair value of RSUs granted during three and nine months ended June 30, 2026 was $ 24.01 .

As of June 30, 2026, total unrecognized compensation expense related to unvested RSUs, including an estimate for pre-vesting forfeitures, was $ 18,210 , which is expected to be recognized over a weighted average period of 2.5 years.

The total fair value of RSUs that vested during the three and nine months ended June 30, 2026 was $ 455 and $ 10,148 , 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 $ 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.

Rent expense from continuing operations under these leases amounted to $ 658 and $ 2,049 during the three and nine months ended June 30, 2026, respectively, and $ 700 and $ 1,557 during the three and nine months ended June 30, 2025, respectively.

Contract Commitments

1 unchanged sentence

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

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.

As of June 30, 2026, the remaining aggregate minimum contractual commitment under these arrangements was approximately $ 19,583 , 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 (six months remaining) $ 3,395

2026 (three months remaining) $ 1,992

Total $ 19,583

6 unchanged sentences

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.

PaySchools Litigation

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

i3 VERTICALS, Inc.

1 unchanged sentence

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

PaySchools Litigation

of i3 Verticals, LLC.

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

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

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

On June 20, 2025, the matter was removed to the United States District Court for the Eastern District of New York, where a motion to dismiss the Complaint was filed by PaySchools on January 14, 2026.

On August 4, 2026, the court granted the motion, and dismissed all of the claims in the Complaint, while at the same time granting the plaintiffs leave to amend the Complaint for a period of time.

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

2 unchanged sentences

On June 2, 2021, the State of Louisiana, Division of Administration (the “State”) and a putative class of Louisiana sheriffs ("Sheriffs") and law enforcement districts ("Districts") (collectively "Plaintiffs") filed a Petition (as amended on October 4, 2021, the “Petition”), in the 19 th Judicial District Court for the Parish of East Baton Rouge against i3-Software & Services, LLC (“S&S”), a subsidiary of the Company located in Shreveport, Louisiana, the Company, i3 Verticals, LLC, the current leader of the S&S business, the former leader of the S&S business, and 1120 South Pointe Properties, LLC (“South Pointe”), the former owner of the assets of the S&S business (collectively "Defendants") .

See State of Louisiana, by and through its Division of Administration, East Baton Rouge Parish Law Enforcement District, by and through the duly elected East Baton Rouge Parish Sheriff, Sid J.

The lawsuit is styled as:

State of Louisiana, by and through its Division of Administration, East Baton Rouge Parish Law Enforcement District, by and through the duly elected East Baton Rouge Parish Sheriff, Sid J.

Gautreaux, III, et.

12 unchanged sentences

The State chose not to re-plead their claims, which leaves some of their claims now dismissed with prejudice.

The Sheriffs and Districts re-plead their claims.

The Sheriffs and Districts re-pleaded their claims in a Second Amended Petition, which is under seal (the “Sealed Petition”).

The damages sought by the plaintiffs in the Sealed Petition materially exceeded the specifically enumerated damages of $ 22,000 sought in the Petition as noted above.

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

1 unchanged sentence

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.

That hearing was rescheduled for June 8, 2026, and has been rescheduled again for September 28, 2026.

i3 VERTICALS, Inc.

5 unchanged sentences

RELATED PARTY TRANSACTIONS

In connection with the Company’s IPO, the Company and i3 Verticals, LLC entered into a Tax Receivable Agreement with the Continuing Equity Owners that provides for the payment by the Company to the Continuing Equity Owners of 85 % of the amount of certain tax benefits, if any, that it actually realizes, or in some circumstances, is deemed to realize in its tax reporting, as a result of (i) future redemptions funded by the Company or exchanges, or deemed exchanges in certain circumstances, of Common Units of i3 Verticals, LLC for Class A common stock of i3 Verticals, Inc.

or cash, and (ii) certain additional tax benefits attributable to payments made under the Tax Receivable Agreement.

See Note 8 for further information.

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

As of June 30, 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 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.

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 Verticals, 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.

20 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 and six months ended March 31, 2026 and 2025:

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

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

2026 2025 2026 2025

10 unchanged sentences

7,434 13,720 34,359 39,019

Net income from continuing operations

$ 2,194 $ 2,323 $ 3,279 $ 5,113

Net income (loss) from continuing operations $ 5,878 $ ( 996 ) $ 9,157 $ 4,117

____________________

1 unchanged sentence

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

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

For the 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.

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

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

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

5 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 March 31, 2026 and 2025, respectively, i3 Verticals, Inc.

As of June 30, 2026 and 2025, respectively, i3 Verticals, Inc.

owned 18,241,855 and 23,780,915 of i3 Verticals, LLC's Common Units, representing a 68.5 % and 73.8 % 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:

Six Months Ended March 31,

Nine Months Ended June 30,

Net income attributable to non-controlling interest

7 unchanged sentences

Change from net income attributable to non-controlling interests and net transfers from non-controlling interests $ ( 8,357 ) $ ( 7,798 )

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.

See Note 12 for information regarding certain recapitalization actions the Company and i3 Verticals, LLC effected during the nine months ended June 30, 2025 in order to reduce excess cash held at the Company as a result of its “Up-C” structure, which adjusted the Company’s and the Continuing Equity 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 and six months ended March 31, 2026 and 2025:

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

2025 2026 2025

Basic net income per share:

$ 2,194 $ 2,323 $ 3,279 $ 5,113

Net income attributable to non-controlling interest

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

2025 2026 2025

Net income attributable to Class A common stockholders

Basic net income (loss) per share:

Net income (loss) $ 5,878 $ ( 996 ) $ 9,157 $ 4,117

Net income (loss) attributable to non-controlling interest

2,258 ( 586 ) 3,497 1,653

Net income (loss) attributable to Class A common stockholders $ 3,620 $ ( 410 ) $ 5,660 $ 2,464

Weighted average shares of Class A common stock outstanding

19,419,792 24,345,826 21,638,108 23,909,714

Basic net income per share

$ 0.07 $ 0.04 $ 0.09 $ 0.12

Diluted net income per share:

Net income attributable to Class A common stockholders

Basic net income (loss) per share

$ 0.19 $ ( 0.02 ) $ 0.26 $ 0.10

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

Net income attributable to Class A common stockholders – diluted

Diluted net income (loss) per share:

Net income (loss) attributable to Class A common stockholders $ 3,620 $ ( 410 ) $ 5,660 $ 2,464

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

— ( 446 ) — —

Net income (loss) attributable to Class A common stockholders – diluted $ 3,620 $ ( 856 ) $ 5,660 $ 2,464

Weighted average shares of Class A common stock outstanding

4 unchanged sentences

19,543,611 32,983,325 22,285,629 24,823,635

Diluted net income per share

$ 0.07 $ 0.04 $ 0.09 $ 0.12

Diluted net income (loss) per share $ 0.19 $ ( 0.03 ) $ 0.25 $ 0.10

__________________________

1 unchanged sentence

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

For the three and 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.

For the three and nine months ended June 30, 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:

8,381,681 , 8,381,681 and 9,359,632 weighted average shares of Class B common stock for the three months ended June 30, 2026 and the nine months ended June 30, 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 8 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,

6,911,778 , 4,362,416 , 4,601,639 and 4,436,416 stock options for the three months ended June 30, 2026 and 2025 and for the nine months ended June 30, 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, and

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 and six months ended March 31, 2026 and 2025:

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

2025 2026 2025

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 )

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

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

Basic net (loss) income per share:

Net (loss) income $ ( 217 ) $ 19,421 $ ( 355 ) $ 18,185

Net (loss) income attributable to non-controlling interest ( 79 ) 6,129 ( 125 ) 5,865

Net (loss) income attributable to Class A common stockholders $ ( 138 ) $ 13,292 $ ( 230 ) $ 12,320

Weighted average shares of Class A common stock outstanding

19,419,792 24,345,826 21,638,108 23,909,714

Basic net loss per share

$ ( 0.05 ) $ 0.00 $ ( 0.04 )

Diluted net loss per share:

Net loss attributable to Class A common stockholders

Basic net (loss) income per share (1)

$ ( 0.01 ) $ 0.55 $ ( 0.01 ) $ 0.52

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

Net loss attributable to Class A common stockholders – diluted

Diluted net (loss) income per share:

Net (loss) income attributable to Class A common stockholders $ ( 138 ) $ ( 230 ) $ 12,320

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

( 60 ) ( 95 ) 4,459

Net (loss) income attributable to Class A common stockholders – diluted $ ( 198 ) $ ( 325 ) $ 16,779

Weighted average shares of Class A common stock outstanding

4 unchanged sentences

27,801,473 30,019,789 34,183,267

Diluted net loss per share

$ ( 0.05 ) $ 0.00 $ ( 0.04 )

Diluted net (loss) income per share $ ( 0.01 ) $ ( 0.01 ) $ 0.49

__________________________

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.

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.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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.

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

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

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

8,637,499 weighted average shares of Class B common stock, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive,

4,362,416 stock options were excluded because the exercise price of these stock options exceeded the average market price of our Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive, and

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

i3 VERTICALS, Inc.

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 and six months ended March 31, 2026 and 2025:

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

Basic net income (loss) per share:

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 8 above and assuming all common units of i3 Verticals, LLC were exchanged for Class A common stock at the beginning of the period.

For the three months ended June 30, 2026 and the nine months ended June 30, 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:

6,911,778 , 4,601,639 and 4,436,416 options to purchase shares of Class A common stock for the three months ended June 30, 2026 and the nine months ended June 30, 2026 and 2025, 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

123,819 and 647,521 shares of Class A common stock for the three and nine months ended June 30, 2026, 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.

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

Basic net income per share:

$ 5,661 $ 18,425 $ 8,802 $ 22,302

1 unchanged sentence

2,179 5,543 3,372 7,518

Net income (loss) attributable to Class A common stockholders

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

Net income attributable to Class A common stockholders $ 3,482 $ 12,882 $ 5,430 $ 14,784

Weighted average shares of Class A common stock outstanding

19,419,792 24,345,826 21,638,108 23,909,714

Basic net income (loss) per share (1)

$ 0.07 $ ( 0.01 ) $ 0.09 $ 0.08

Basic net income per share $ 0.18 $ 0.53 $ 0.25 $ 0.62

Diluted net income per share:

1 unchanged sentence

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

— 4,214 — 5,716

Net income attributable to Class A common stockholders – diluted $ 3,482 $ 17,096 $ 5,430 $ 20,500

7 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.

3 unchanged sentences

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.

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

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

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

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

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

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

The Note Hedge Transactions expired in February 2025 upon the maturity and payment in full of the Exchangeable Notes.

Refer to Note 8 for further discussion regarding the Exchangeable Notes.

8,381,681 weighted average shares of Class B common stock for both the three and nine months ended June 30, 2026, 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 8 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

6,911,778 , 4,362,416 , 4,601,639 and 4,436,416 stock options for the three months ended June 30, 2026 and 2025 and the nine months ended June 30, 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.

Shares of the Company's Class B common stock do not participate in the earnings or losses of the Company and are therefore not participating securities.

As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented.

SIGNIFICANT NON-CASH TRANSACTIONS

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.

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

i3 VERTICALS, Inc.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

SUBSEQUENT EVENTS

Recent Share Repurchases

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 .

Since June 30, 2026 and as of August 6, 2026, the Company repurchased 301,847 shares of Class A Common Stock under the May 2026 Share Repurchase Program at an average price of $ 20.38 per share for a total cost inclusive of commissions and excise taxes of $ 6,220 .

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