What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-07 compared with 2026-05-08 · 128 added, 170 removed, 290 unchanged (51% of the section changed)

39 unchanged sentences

• operating and financial restrictions imposed by our 2023 Senior Secured Credit Facility;

• the impact on our financial results of changes in the fair value of certain minority equity investments;

• the "Risk Factors" included in our Form 10-K and included in Part II, Item 1A of this Quarterly Report on Form 10-Q, if any.

15 unchanged sentences

The future magnitude, duration and effects of these macroeconomic and geopolitical conditions are difficult to predict, and as such we are unable to predict the extent of the potential effect of these conditions on our financial results.

At March 31, 2026, we had $7.1 million of cash and cash equivalents and $319.0 million of available capacity under our 2023 Senior Secured Credit Facility subject to our financial covenants.

As of March 31, 2026, we were in compliance with these covenants with a consolidated interest coverage ratio and total leverage ratio 16.2x, and 1.2x, respectively.

At June 30, 2026, we had $2.6 million of cash and cash equivalents and $285.7 million of available capacity under our 2023 Senior Secured Credit Facility subject to our financial covenants.

As of June 30, 2026, we were in compliance with these covenants with a consolidated interest coverage ratio and total leverage ratio 13.5x, and 1.9x, respectively.

For additional information about our 2023 Senior Secured Credit Facility, see the section entitled “Liquidity and Capital Resources” below.

14 unchanged sentences

Our acquisitions have increased the number of businesses and organizations to whom we provide solutions and augmented our existing proprietary payment facilitator platform and software solutions and capabilities.

Acquisitions during the six months ended March 31, 2026

During the six months ended March 31, 2026, we completed the acquisition of a business that operates in the transportation market at the state level.

Acquisitions during the nine months ended June 30, 2026

During the nine months ended June 30, 2026, we completed the acquisition of a business that operates in the transportation market at the state level.

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

1 unchanged sentence

The acquisition date estimated fair value of such cash contingent consideration is $7.6 million.

Acquisitions during the six months ended March 31, 2025

During the six months ended March 31, 2025, we did not complete any acquisitions.

Acquisitions during the nine months ended June 30, 2025

During the nine months ended June 30, 2025, we completed the acquisition of a business to expand the Company’s Public Sector utility billing software offerings.

Total purchase consideration was $10.3 million, including $9.0 million in cash funded by proceeds from the Company's revolving credit facility and $1.3 million in the acquisition date estimated fair value of contingent cash consideration (the final amount of such contingent cash payment of up to $5.0 million is dependent upon achievement of specified financial performance targets, as defined in the purchase agreement).

During the nine months ended June 30, 2025, we also completed the acquisition of certain assets of a business to expand our customer footprint.

Total purchase consideration was $2.0 million in cash funded from cash on hand.

Our Revenue and Expenses

11 unchanged sentences

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

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

Residual payments to our distribution partners and the cost of equipment sold is also included in costs of services.

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

10 unchanged sentences

Interest expense.

Our interest expense consists of interest on our outstanding indebtedness under our 2023 Senior Secured Credit Facility, and prior to their maturity, the Exchangeable Notes, and amortization of or write offs of debt issuance costs.

Our interest expense consists of interest on our outstanding indebtedness under our 2023 Senior Secured Credit Facility and amortization of or write offs of debt issuance costs.

How We Assess Our Business

20 unchanged sentences

The active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

ARR from continuing operations for the three months ended March 31, 2026 and 2025 was $183.5 million and $164.5 million, respectively, representing a period-to-period growth rate of 11.6%.

ARR from continuing operations for the three months ended June 30, 2026 and 2025 was $174.1 million and $160.8 million, respectively, representing a period-to-period growth rate of 8.3%.

Adjusted EBITDA margin is used by the Company to measure operating performance and for purposes of making decisions.

5 unchanged sentences

Prior period results of operations and balance sheet information have been recast to reflect this presentation, and the discussion below relates to our continuing operations after giving effect to the reclassification for the Merchant Services Business and the Healthcare RCM Business as discontinued operations.

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

The following table presents our historical results of operations for the periods indicated:

Three Months Ended March 31, Change

Three Months Ended June 30, Change

(in thousands) 2026 2025 Amount %

6 unchanged sentences

Depreciation and amortization 7,349 6,989 360 5.2 %

Change in fair value of contingent consideration (124) (786) 662 (84.2) %

Change in fair value of contingent consideration 1,438 (26) 1,464 n/m

Total operating expenses 53,959 56,714 (2,755) (4.9) %

Income from operations

3,743 5,061 (1,318) (26.0) %

Other expenses (income)

Loss from operations (892) (4,813) 3,921 (81.5) %

Interest expense 1,820 806 1,014 125.8 %

Other income (9,903) (4,601) (5,302) 115.2 %

Total other expenses (income) 1,071 (147) 1,218 n/m

Income before income taxes 2,672 5,208 (2,536) (48.7) %

Provision for income taxes 478 2,885 (2,407) (83.4) %

Net income from continuing operations

2,194 2,323 (129) (5.6) %

Net loss from discontinued operations, net of income taxes — (1,554) 1,554 n/m

Total other income (8,083) (3,795) (4,288) 113.0 %

Income (loss) before income taxes 7,191 (1,018) 8,209 n/m

Provision for (benefit from) income taxes 1,313 (22) 1,335 n/m

Net income (loss) from continuing operations 5,878 (996) 6,874 n/m

Net (loss) income from discontinued operations, net of income taxes (217) 19,421 (19,638) n/m

Net income 5,661 18,425 (12,764) (69.3) %

Net income from continuing operations attributable to non-controlling interest

730 1,304 (574) (44.0) %

Net loss from discontinued operations attributable to non-controlling interest — (381) 381 n/m

Net income (loss) from continuing operations attributable to non-controlling interest 2,258 (586) 2,844 n/m

Net (loss) income from discontinued operations attributable to non-controlling interest (79) 6,129 (6,208) n/m

Net income attributable to non-controlling interest 2,179 5,543 (3,364) (60.7) %

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

1,464 1,019 445 43.7 %

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

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

3,620 (410) 4,030 n/m

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

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

(138) 13,292 (13,430) n/m

Net income attributable to i3 Verticals, Inc.

$ 3,482 $ 12,882 $ (9,400) (73.0) %

n/m = not meaningful

Revenue increased $3.4 million, or 6.2%, to $57.5 million for the three months ended March 31, 2026 from $54.1 million for the three months ended March 31, 2025.

Revenue increased $1.2 million, or 2.2%, to $53.1 million for the three months ended June 30, 2026 from $51.9 million for the three months ended June 30, 2025.

The increase was driven by an increase of $3.3 million in recurring revenues, partially offset by a decrease of $2.2 million in non-recurring revenues.

Costs of Services

Costs of services increased $0.6 million, or 3.4%, to $17.1 million for the three months ended March 31, 2026 from $16.6 million for the three months ended March 31, 2025.

The increase was primarily driven by an increase in software costs of $1.4 million, partially offset by a decrease in people costs of $0.8 million for the three months ended March 31, 2026 from the three months ended March 31, 2025.

Costs of services decreased $0.4 million, or 2.5%, to $16.3 million for the three months ended June 30, 2026 from $16.7 million for the three months ended June 30, 2025.

The decrease was primarily driven by a decrease in people costs of $1.8 million, partially offset by an increase in software costs of $1.5 million for the three months ended June 30, 2026 from the three months ended June 30, 2025.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $2.8 million, or 10.6%, to $29.1 million for the three months ended March 31, 2026 from $26.3 million for the three months ended March 31, 2025.

The increase was driven by an increase in people costs (including stock compensation expense) of $1.1 million as well as increases in other expenses, including the provision for doubtful accounts, rent expense, professional fees and marketing expense for the three months ended March 31, 2026 from the three months ended March 31, 2025.

Selling, general and administrative expenses decreased $4.2 million, or 12.6%, to $28.9 million for the three months ended June 30, 2026 from $33.0 million for the three months ended June 30, 2025.

The decrease was driven by a decrease in M&A-related expenses of $5.2 million, which was higher during three months ended June 30, 2025.

In the prior period, we incurred higher expenses, for which we were reimbursed through the transition services agreements with Infinx and Payroc, the employee leasing arrangement with Infinx, and the processing services agreement with Payroc, and for which revenue is recognized in other income.

This decrease was partially offset by an increase in people costs (including stock compensation expense) of $0.5 million as well as increases in other expenses, including the provision for doubtful accounts, and marketing expense for the three months ended June 30, 2026 from the three months ended June 30, 2025.

Depreciation and Amortization

Depreciation and amortization increased $0.7 million, or 10.1%, to $7.7 million for the three months ended March 31, 2026 from $7.0 million for the three months ended March 31, 2025.

Amortization expense increased $0.6 million for the three months ended March 31, 2026 from three months ended March 31, 2025, primarily due to an increase in capitalized software project releases, driving an increase in amortization expense, and amortization expense recorded for intangible assets and capitalized software acquired from current year and prior year acquisitions.

Depreciation expense increased $0.1 million for the three months ended March 31, 2026 from three months ended March 31, 2025.

Depreciation and amortization increased $0.4 million, or 5.2%, to $7.3 million for the three months ended June 30, 2026 from $7.0 million for the three months ended June 30, 2025.

Amortization expense increased $0.2 million for the three months ended June 30, 2026 from three months ended June 30, 2025, primarily due to an increase in capitalized software project releases, driving an increase in amortization expense, and amortization expense recorded for intangible assets and capitalized software acquired from current year and prior year acquisitions.

Depreciation expense increased $0.1 million for the three months ended June 30, 2026 from three months ended June 30, 2025.

Change in Fair Value of Contingent Consideration

Change in fair value of contingent consideration to be paid in connection with acquisitions was a benefit of $0.1 million for the three months ended March 31, 2026 related to adjustments to the expected present value of consideration to be paid for earnouts.

The change in fair value of contingent consideration for the three months ended March 31, 2025 was a benefit of $0.8 million.

Change in fair value of contingent consideration to be paid in connection with acquisitions was a charge of $1.4 million for the three months ended June 30, 2026 related to adjustments to the expected present value of consideration to be paid for earnouts.

The change in fair value of contingent consideration for the three months ended June 30, 2025 was a benefit of $26 thousand.

Interest Expense

Interest expense increased $0.7 million, or 155.8%, to $1.1 million for the three months ended March 31, 2026 from $0.4 million for the three months ended March 31, 2025.

The increase reflects a higher average outstanding debt balance for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Other income was $0.1 million during the three months ended March 31, 2026 compared to $0.6 million during the three months ended March 31, 2025.

Other income during the three months ended March 31, 2026 reflects income from the transition services agreement and processing services agreement related to the sale of the Merchant Services Business, income from the transition services agreement entered into at the closing of the sale of the Healthcare RCM Business and interest income generated from cash held at financial institutions.

Other income during the three months ended March 31, 2025 reflects income from the transition services agreement and processing services agreement related to the sale of the Merchant Services Business of $0.5 million and income generated from cash held at financial institutions of $0.1 million.

Interest expense increased $1.0 million, or 125.8%, to $1.8 million for the three months ended June 30, 2026 from $0.8 million for the three months ended June 30, 2025.

The increase reflects a higher average outstanding debt balance for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025.

Other income was $9.9 million during the three months ended June 30, 2026 compared to $4.6 million during the three months ended June 30, 2025.

Other income during the three months ended June 30, 2026 reflects an unrealized gain on an investment of $9.9 million due to adjusting the carrying value of a minority equity investment to its fair value as the result of a third party investment in the entity underlying our investment and interest income generated from cash held at financial institutions.

Other income during the three months ended June 30, 2025 reflects income from the transition services agreement and employee leasing arrangement entered into at the closing of the sale of the Healthcare RCM Business of $3.9 million, income from the transition services agreement and processing services agreement entered into at the closing of the sale of the Merchant Services Business of $0.3 million and interest income generated from cash held at financial institutions of $0.4 million.

Provision for Income Taxes

The provision for income taxes decreased to a provision for $0.5 million for the three months ended March 31, 2026 from a provision for $2.9 million for three months ended March 31, 2025.

Our effective tax rate was 18% for the three months ended March 31, 2026.

The provision for income taxes increased to a provision for $1.3 million for the three months ended June 30, 2026 from a benefit of $22 thousand for three months ended June 30, 2025.

Our effective tax rate was 18% for the three months ended June 30, 2026.

Our effective tax rate differs from the federal statutory rate of 21% primarily due to the tax structure of the Company, valuation allowance activity, stock compensation and state tax expense.

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is subject to federal, state and local income taxes with respect to its allocable share of any taxable income of i3 Verticals, LLC and is taxed at the prevailing corporate tax rates.

Net Loss from Discontinued Operations, Net of Income Taxes

We had no net income from discontinued operations, net of income tax, for the three months ended March 31, 2026.

For the three months ended March 31, 2025, we had a net loss from discontinued operations, net of income tax, of $1.6 million.

Net (Loss) Income from Discontinued Operations, Net of Income Taxes

We had net loss from discontinued operations, net of income tax, of $0.2 million for the three months ended June 30, 2026.

For the three months ended June 30, 2025, we had net income from discontinued operations, net of income tax, of $19.4 million.

See Note 2 to our condensed consolidated financial statements for additional information and detail on the financial results of discontinued operations.

The net loss from discontinued operations, net of income tax, for the three months ended March 31, 2025 reflects adjustments to the gain on the sale of the Merchant Services Business and a complete quarter of business activity for the Healthcare RCM Business, including revenue of $9.1 million, operating expenses of $10.2 million and a provision for income taxes of $0.1 million.

Six Months Ended March 31, 2026 Compared to Six Months Ended March 31, 2025

The net loss from discontinued operations, net of income tax, for the three months ended June 30, 2026 reflects the adjustments to the gain on the sale of the Healthcare RCM Business.

The net income from discontinued operations, net of income tax, for the three months ended June 30, 2025 reflects the gain on the sale of the Healthcare RCM Business of $26.0 million and a partial quarter of business activity for the Healthcare RCM Business, including revenue of $3.6 million, operating expenses of $5.8 million and a provision for income taxes of $4.3 million.

Nine Months Ended June 30, 2026 Compared to Nine Months Ended June 30, 2025

The following table presents our historical results of operations for the periods indicated:

Six Months Ended March 31, Change

Nine Months Ended June 30, Change

(in thousands) 2026 2025 Amount %

6 unchanged sentences

Depreciation and amortization 21,917 20,848 1,069 5.1 %

Change in fair value of contingent consideration (498) 466 (964) n/m

Change in fair value of contingent consideration 940 440 500 113.6 %

Total operating expenses 158,796 155,956 2,840 1.8 %

1 unchanged sentence

4,460 2,301 2,159 93.8 %

Other expenses (income)

Other (income) expenses

Interest expense 3,342 1,932 1,410 73.0 %

Other income (10,534) (7,020) (3,514) 50.1 %

Total other expenses (income) 891 (1,293) 2,184 n/m

Total other (income) expenses (7,192) (5,088) (2,104) 41.4 %

Income before income taxes 11,652 7,389 4,263 57.7 %

2 unchanged sentences

9,157 4,117 5,040 122.4 %

Net loss from discontinued operations, net of income taxes (138) (1,236) 1,098 n/m

Net (loss) income from discontinued operations, net of income taxes (355) 18,185 (18,540) n/m

Net income 8,802 22,302 (13,500) (60.5) %

1 unchanged sentence

3,497 1,653 1,844 111.6 %

Net loss from discontinued operations attributable to non-controlling interest (46) (264) 218 n/m

Net (loss) income from discontinued operations attributable to non-controlling interest (125) 5,865 (5,990) n/m

Net income attributable to non-controlling interest

2 unchanged sentences

5,660 2,464 3,196 129.7 %

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

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

(230) 12,320 (12,550) n/m

2 unchanged sentences

n/m = not meaningful

Revenue increased $3.8 million, or 3.6%, to $110.2 million for the six months ended March 31, 2026 from $106.4 million for the six months ended March 31, 2025.

Revenue increased $5.0 million, or 3.2%, to $163.3 million for the nine months ended June 30, 2026 from $158.3 million for the nine months ended June 30, 2025.

The increase was driven by an increase of $11.4 million in recurring revenues, partially offset by a decrease of $6.4 million in non-recurring revenues.

Costs of Services

Costs of services increased $2.6 million, or 8.0%, to $34.7 million for the six months ended March 31, 2026 from $32.2 million for the six months ended March 31, 2025.

The increase was primarily driven by an increase in software costs of $3.0 million, other costs of $0.5 million and payments costs of $0.3 million, partially offset by a decrease in people costs of $1.3 million for the six months ended March 31, 2026 from the six months ended March 31, 2025.

Costs of services increased $2.1 million, or 4.4%, to $51.0 million for the nine months ended June 30, 2026 from $48.9 million for the nine months ended June 30, 2025.

The increase was primarily driven by an increase in software costs of $4.5 million and other costs of $0.9 million, partially offset by a decrease in people costs of $3.1 million for the nine months ended June 30, 2026 from the nine months ended June 30, 2025.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $3.3 million, or 6.2%, to $56.0 million for the six months ended March 31, 2026 from $52.8 million for the six months ended March 31, 2025.

The increase was driven by an increase in people costs (including stock compensation expense) of $2.6 million as well as increases in other expenses, including the provision for doubtful accounts, rent expense, professional fees and marketing expense for the six months ended March 31, 2026 from the six months ended March 31, 2025.

Selling, general and administrative expenses decreased $0.9 million, or 1.0%, to $84.9 million for the nine months ended June 30, 2026 from $85.8 million for the nine months ended June 30, 2025.

The decrease was driven by a decrease in M&A-related expenses of $6.0 million, which was higher during nine months ended June 30, 2025.

This decrease was partially offset by an increase in people costs (including stock compensation expense) of $3.1 million as well as increases in other expenses, including the provision for doubtful accounts, marketing expense and professional fees for the nine months ended June 30, 2026 from the nine months ended June 30, 2025.

Depreciation and Amortization

Depreciation and amortization increased $0.7 million, or 5.1%, to $14.6 million for the six months ended March 31, 2026 from $13.9 million for the six months ended March 31, 2025.

Amortization expense increased $0.6 million for the six months ended March 31, 2026 from six months ended March 31, 2025, primarily due to an increase in capitalized software project releases, driving an increase in amortization expense, and amortization expense recorded for intangible assets and capitalized software acquired from current year and prior year acquisitions.

Depreciation expense increased $0.1 million for the six months ended March 31, 2026 from six months ended March 31, 2025.

Depreciation and amortization increased $1.1 million, or 5.1%, to $21.9 million for the nine months ended June 30, 2026 from $20.8 million for the nine months ended June 30, 2025.

Amortization expense increased $0.8 million for the nine months ended June 30, 2026 from nine months ended June 30, 2025, primarily due to an increase in capitalized software project releases, driving an increase in amortization expense, amortization expense recorded for intangible assets and capitalized software acquired from current year and prior year acquisitions.

Depreciation expense increased $0.3 million for the nine months ended June 30, 2026 from nine months ended June 30, 2025.

Change in Fair Value of Contingent Consideration

Change in fair value of contingent consideration to be paid in connection with acquisitions was a benefit of $0.5 million for the six months ended March 31, 2026 related to adjustments to the expected present value of consideration to be paid for earnouts.

The change in fair value of contingent consideration for the six months ended March 31, 2025 was a charge of $0.5 million.

Change in fair value of contingent consideration to be paid in connection with acquisitions was a charge of $0.9 million for the nine months ended June 30, 2026 related to adjustments to the expected present value of consideration to be paid for earnouts.

The change in fair value of contingent consideration for the nine months ended June 30, 2025 was a charge of $0.4 million.

Interest Expense

Interest expense increased $0.4 million, or 35.2%, to $1.5 million for the six months ended March 31, 2026 from $1.1 million for the six months ended March 31, 2025.

The increase reflects a higher average outstanding debt balance for the six months ended March 31, 2026, as compared to the six months ended March 31, 2025.

Other income was $0.6 million during the six months ended March 31, 2026 compared to $2.4 million during the six months ended March 31, 2025.

Other income during the six months ended March 31, 2026 reflects interest income generated from cash held at financial institutions of $0.5 million, income from the transition services agreement entered into at the closing of the sale of the Healthcare RCM Business of $0.2 million and income from the transition services agreement and processing services agreement related to the sale of the Merchant Services Business of $0.1 million, partially offset by a loss on disposal of property and equipment of $0.1 million related to the sale of a building purchased through a previous acquisition.

Other income during the six months ended March 31, 2025 reflects income from the transition services agreement and processing services agreement related to the sale of the Merchant Services Business of $1.0 million, income generated from cash held at financial institutions of $0.9 million, and a gain on disposal of property and equipment of $0.6 million related to the sale of a building purchased through previous acquisitions.

Interest expense increased $1.4 million, or 73.0%, to $3.3 million for the nine months ended June 30, 2026 from $1.9 million for the nine months ended June 30, 2025.

The increase reflects a higher average outstanding debt balance for the nine months ended June 30, 2026, as compared to the nine months ended June 30, 2025.

Other income was $10.5 million during the nine months ended June 30, 2026 compared to $7.0 million during the nine months ended June 30, 2025.

Other income during the nine months ended June 30, 2026 reflects an unrealized gain on an investment of $9.9 million due to adjusting the carrying value of a minority equity investment to its fair value as the result of a third party investment in the entity underlying our investment, as well as interest income generated from cash held at financial institutions of $0.5 million, income from the transition services agreement entered into at the closing of the sale of the Healthcare RCM Business of $0.2 million and income from the transition services agreement and processing services agreement related to the sale of the Merchant Services Business of $0.1 million, partially offset by a loss on disposal of property and equipment of $0.1 million related to the sale of a building purchased through a previous acquisition.

Other income during the nine months ended June 30, 2025 reflects income generated from the transition services agreement and employee leasing arrangement entered into at the closing of the sale of the Healthcare RCM Business of $3.9 million, income from the transition services agreement and processing services agreement entered into at the closing of the sale of the Merchant Services Business of $1.3 million, interest income generated from cash held at financial institutions of $1.2 million, and a gain on disposal of property and equipment of $0.6 million related to the sale of a building purchased through previous acquisitions.

Provision for Income Taxes

The provision for income taxes decreased to a provision for $1.2 million for the six months ended March 31, 2026 from a provision of $3.3 million for six months ended March 31, 2025.

Our effective tax rate was 26% for the six months ended March 31, 2026.

The provision for income taxes decreased to a provision for $2.5 million for the nine months ended June 30, 2026 from a provision of $3.3 million for nine months ended June 30, 2025.

Our effective tax rate was 21% for the nine months ended June 30, 2026.

Our effective tax rate differs from the federal statutory rate of 21% primarily due to the tax structure of the Company, valuation allowance activity, stock compensation and state tax expense.

2 unchanged sentences

is subject to federal, state and local income taxes with respect to its allocable share of any taxable income of i3 Verticals, LLC and is taxed at the prevailing corporate tax rates.

Net Loss from Discontinued Operations, Net of Income Taxes

We had $0.1 million in net loss from discontinued operations, net of income tax, for the six months ended March 31, 2026 compared to $1.2 million in net loss from discontinued operations, net of income tax, for the six months ended March 31, 2025.

Net (Loss) Income from Discontinued Operations, Net of Income Taxes

We had $0.4 million in net loss from discontinued operations, net of income tax, for the nine months ended June 30, 2026 compared to $18.2 million in net income from discontinued operations, net of income tax, for the nine months ended June 30, 2025.

See Note 2 to our condensed consolidated financial statements for additional information and detail on the financial results of discontinued operations.

The net loss from discontinued operations, net of income tax, for the six months ended March 31, 2026 reflects adjustments to the gain on the sale of the Healthcare RCM Business.

The net loss from discontinued operations, net of income tax, for the six months ended March 31, 2025 reflects adjustments to the gain on the sale of the Merchant Services Business, net of income tax, of $0.5 million and a complete six months of business activity for the Healthcare RCM Business, including revenue of $18.9 million, operating expenses of $19.3 million and a provision for income taxes of $0.3 million.

The net loss from discontinued operations, net of income tax, for the nine months ended June 30, 2026 reflects adjustments to the gain on the sale of the Healthcare RCM Business.

The net income from discontinued operations, net of income tax, for the nine months ended June 30, 2025 reflects the gain on the sale of the Healthcare RCM Business of $26.0 million and a nearly complete nine months of business activity for the Healthcare RCM Business, including revenue of $22.5 million, operating expenses of $25.1 million and a provision for income taxes of $4.6 million.

We have experienced in the past, and may continue to experience, seasonal fluctuations in our revenues as a result of consumer and business spending patterns.

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We have historically financed our operations and working capital through net cash from operating activities.

As of March 31, 2026, we had $7.1 million of cash and cash equivalents and available borrowing capacity of $319.0 million under our 2023 Senior Secured Credit Facility, subject to the financial covenants.

As of June 30, 2026, we had $2.6 million of cash and cash equivalents and available borrowing capacity of $285.7 million under our 2023 Senior Secured Credit Facility, subject to the financial covenants.

We usually minimize cash balances by making payments on our revolving line of credit to minimize borrowings and interest expense.

As of March 31, 2026, we had borrowings outstanding of $81.0 million under the 2023 Senior Secured Credit Facility.

For additional information about our 2023 Senior Secured Credit Facility, see the section entitled "2023 Senior Secured Credit Facility" below.

As of June 30, 2026, we had borrowings outstanding of $114.3 million under the 2023 Senior Secured Credit Facility.

Our primary cash needs are to fund working capital requirements, make capital expenditures and otherwise invest in our technology infrastructure, fund acquisitions and related contingent consideration, make scheduled principal and interest payments on our outstanding indebtedness, pay tax distributions to members of i3 Verticals, LLC as discussed below, and make repurchases of shares of Class A common stock under our share repurchase program as discussed below.

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Our 2023 Senior Secured Credit Facility, as amended, requires us to maintain a consolidated interest coverage ratio not less than 3.0 to 1.0 and total leverage ratio not exceeding 5.0 to 1.0.

As of March 31, 2026, we were in compliance with these covenants with a consolidated interest coverage ratio and total leverage ratio of 16.2x and 1.2x, respectively.

As of June 30, 2026, we were in compliance with these covenants with a consolidated interest coverage ratio and total leverage ratio of 13.5x and 1.9x, respectively.

Although we believe our liquidity position remains strong, there can be no assurance that we will be able to raise additional funds, in the form of debt or equity, or to amend our 2023 Senior Secured Credit Facility on terms acceptable to us, if at all, even if we determined such actions were necessary in the future.

For additional information about our 2023 Senior Secured Credit Facility, see Note 6 to our condensed consolidated financial statements.

In January 2025, i3 Verticals, LLC, a pass-through entity in which the Company holds a majority ownership interest, made a tax distribution (the “LLC Tax Distribution”) to the Company and the other members of i3 Verticals, LLC (the “Continuing Equity Owners”) related to the taxable income associated with the gain on the sale of the Merchant Services Business completed in September 2024 that was anticipated to be recognized for 2024 federal income tax purposes by members of i3 Verticals, LLC.

Company holding cash in excess of the Company’s tax liabilities, its obligation to make payments under its tax receivables agreement, and any other expected liabilities of the Company.

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, th is LLC Tax Distribution resulted in the Company holding cash in excess of the Company’s tax liabilities, its obligation to make payments under its tax receivables agreement, and any other expected liabilities of the Company.

Thereafter, on January 23, 2025, the Company and i3 Verticals, LLC effected certain recapitalization actions in order to reduce excess cash held at the Company following this LLC Tax Distribution.

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The following table presents a summary of cash flows from operating, investing and financing activities for the following comparative periods.

Six Months Ended March 31, 2026 and 2025

Six months ended March 31,

Nine Months Ended June 30, 2026 and 2025

Nine months ended June 30,

(in thousands)

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

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

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

Net cash used in financing activities $ (32,184) $ (104,283)

Cash Flow from Operating Activities

Net cash provided by operating activities increased $39.8 million to $24.2 million net cash provided by operating activities for the six months ended March 31, 2026 from net cash used in operating activities of $15.6 million for the six months ended March 31, 2025.

The increase in net cash provided by operating activities was driven by increases in cash provided by changes in net operating assets and liabilities of $41.5 million during the six months ended March 31, 2026 from the six months ended March 31, 2025, which are impacted by the timing of collections and payments.

Income taxes and other liabilities related to the sale of the Merchant Services Business in September 2024 were accrued in fiscal year 2024, but paid during the six months ended March 31, 2025, driving most of the increases in net operating assets and liabilities during the six months ended March 31, 2026 from the six months ended March 31, 2025

Partially offsetting the increases driven by changes in net operating assets and liabilities, our net income decreased from $3.9 million for the six months ended March 31, 2025 to $3.1 million for the six months ended March 31, 2026.

Net cash provided by operating activities increased $46.7 million to $38.4 million for the nine months ended June 30, 2026 from $8.3 million used in operating activities for the nine months ended June 30, 2025.

The increase in net cash provided by operating activities was primarily due to changes in net operating assets and liabilities of $46.2 million during the nine months ended June 30, 2026 from the nine months ended June 30, 2025, which are impacted by the timing of collections and payments.

In the prior year, income taxes and other liabilities related to the sale of the Merchant Services Business accrued in fiscal year 2024 were paid during the nine months ended June 30, 2025, driving most of the changes in net operating assets and liabilities.

Partially offsetting the increases due to changes in net operating assets and liabilities, our net income decreased from $22.3 million for the nine months ended June 30, 2025 to $8.8 million for the nine months ended June 30, 2026.

The primary driver was the gain on the sale of the Healthcare RCM Business of $26.0 million in the prior year period, partially offset by the unrealized gain on an investment of $9.9 million in the current year period.

Cash Flow from Investing Activities

Net cash used in investing activities increased $61.0 million to $64.7 million for the six months ended March 31, 2026 from $3.7 million for the six months ended March 31, 2025.

The largest driver of the increase in cash used in investing activities was the $60.0 million in cash paid for acquisitions (net of cash acquired) during the six months ended March 31, 2026, whereas we had no cash paid for acquisitions (net of cash acquired) during the six months ended March 31, 2025.

Additionally, proceeds from the sale of property and equipment decreased $1.1 million during the six months ended March 31, 2026 from the six months ended March 31, 2025.

Net cash used in investing activities increased $146.9 million to $68.1 million for the nine months ended June 30, 2026 from $78.8 million provided by investing activities for the nine months ended June 30, 2025.

The sale of the Healthcare RCM Business during the nine months ended June 30, 2025 contributed $96.1 million to net cash provided by investing activities.

Additionally, cash paid for acquisitions (net of cash acquired) increased $49.0 million and proceeds from the sale of property and equipment decreased $1.1 million during the nine months ended June 30, 2026 from the nine months ended June 30, 2025.

Cash Flow from Financing Activities

Net cash used in financing activities decreased $43.3 million to $16.7 million for the six months ended March 31, 2026 from $60.0 million for the six months ended March 31, 2025.

The decrease in net cash used in financing activities was driven by an increase in net borrowings on the revolving credit facility of $69.0 million, a decrease of $22.2 million in payments for required distributions on behalf of members for tax obligations and a decrease of $7.4 million in required distributions to members under the Tax Receivable Agreement.

The decrease was also related to the $26.2 million in payments for repurchases of Exchangeable Notes during the six months ended March 31, 2025.

Partially offsetting these decreases in net cash used in financing activities for the six months ended March 31, 2026 from the six months ended March 31, 2025 was an increase of $77.3 million in payments for repurchases of Class A common stock and an increase of $4.6 million in payments for employees' tax withholdings from net settled stock option exercises and RSU releases.

2023 Senior Secured Revolving Credit Facility

On May 8, 2023, i3 Verticals, LLC (the “Borrower”), entered into that certain Credit Agreement (as amended by the first amendment dated June 26, 2024, and the second amendment dated May 5, 2025, the “2023 Senior Secured Credit Facility”) with the guarantors and lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (“JPMorgan”).

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

As amended by the Second Amendment described below, the 2023 Senior Secured Credit Facility provides for aggregate commitments of $400.0 million in the form of a senior secured revolving credit facility (the “Revolver”).

In addition, on February 11, 2025, the Borrower entered into a letter agreement with the administrative agent and the lenders under the 2023 Senior Secured Credit Facility providing the Borrower with a one-time consent to an earlier reduction in the pricing of the revolving loans than what is otherwise permitted by the terms of the 2023 Senior Secured Credit Facility.

Such reduction became effective as of September 27, 2024, which is the date that the Borrower paid down the outstanding balance of the revolving loans with proceeds of the sale of the Merchant Services Business and achieved a consolidated total net leverage ratio of less than 2.0 to 1.0, instead of November 26, 2024, which is the date that the Borrower delivered its compliance certificate for the fiscal quarter ending September 30, 2024.

Further, on May 5, 2025, the Borrower entered into a second amendment (the “Second Amendment”) to the 2023 Senior Secured Credit Facility to permit the Healthcare RCM Transactions.

The Second Amendment also permanently reduced the aggregate lender commitments under the Revolver from $450.0 million to $400.0 million.

The 2023 Senior Secured Credit Facility provides that the Borrower has the right to seek additional commitments to provide additional term loan facilities or additional revolving credit commitments in an aggregate principal amount up to, as of any date of determination, the sum of (i) the greater of $100.0 million and 100% of the Borrower’s consolidated EBITDA (as defined in the 2023 Senior Secured Credit Facility) for the most recently completed four quarter period, plus (ii) the amount of certain prepayments of certain indebtedness, so long as, among other things, after giving pro forma effect to the incurrence of such additional borrowings and any related transactions, the Borrower’s consolidated interest coverage ratio (as defined in the 2023 Senior Secured Credit Facility) would not be less than 3.0 to 1.0 and the Borrower’s consolidated total net leverage ratio (as defined in the 2023 Senior Secured Credit Facility) would not exceed 5.0 to 1.0.

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

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.

The lenders under the 2023 Senior Secured Credit Facility are not under any obligation to provide any such additional term loan facilities or revolving credit commitments.

The proceeds of the Revolver, together with proceeds from any additional amounts under the additional term loan facilities or additional revolving credit commitments, may only be used by the Borrower to (i) finance working capital, capital expenditures and other lawful corporate purposes, (ii) finance permitted acquisitions (as defined in the 2023 Senior Secured Credit Facility) and (iii) to refinance certain existing indebtedness.

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.

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:

Consolidated Total Net Leverage Ratio Commitment Fee Letter of Credit Fee Term Benchmark Loans Base Rate Loans

0.30 % 3.00 % 3.00 % 2.00 %

> 2.5 to 1.0 but < 3.0 to 1.0

0.25 % 2.50 % 2.50 % 1.50 %

> 2.0 to 1.0 but < 2.5 to 1.0

0.20 % 2.25 % 2.25 % 1.25 %

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 $400.0 million (as of the effectiveness of the Second Amendment) exceeds the total amount outstanding under the Revolver and available to be drawn under all outstanding letters of credit.

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

In addition, if the total amount borrowed under the Revolver exceeds $400.0 million (as of the effectiveness of the Second Amendment) at any time, the 2023 Senior Secured Credit Facility requires the Borrower to prepay such excess outstanding 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.

The obligations are secured by first-priority security interests in substantially all tangible and intangible assets of the Borrower, the Company and each subsidiary guarantor, in each case whether owned on the date of the initial borrowings or thereafter acquired.

The 2023 Senior Secured Credit Facility places certain restrictions on the ability of the Borrower, the Company and their subsidiaries to, among other things, incur debt and liens;

merge, consolidate or liquidate;

dispose of assets;

enter into hedging arrangements;

make certain restricted payments;

undertake transactions with affiliates;

enter into sale-leaseback transactions;

make certain investments;

prepay or modify the terms of certain indebtedness;

and modify the terms of certain organizational agreements.

The 2023 Senior Secured Credit Facility contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, certain events of bankruptcy and insolvency, material judgments, certain events with respect to employee benefit plans, invalidity of loan documents and certain changes in control.

As of March 31, 2026, we were in compliance with these covenants, with a consolidated interest coverage ratio and total leverage ratio of 16.2x and 1.2x, respectively.

Exchangeable Notes

On February 18, 2020, i3 Verticals, LLC issued $138.0 million aggregate principal amount of its 1.0% Exchangeable Notes due February 15, 2025.

Prior to their maturity, the Exchangeable Notes bore interest at a fixed rate of 1.0% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2020.

The Exchangeable Notes were exchangeable into cash, shares of the Company's Class A common stock, or a combination thereof, at i3 Verticals, LLC's election, provided that in September 2022, the Company made the irrevocable election to settle the principal portion of its Exchangeable Notes only in cash.

As of August 15, 2024, the Exchangeable Notes became exchangeable by the holders thereof at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

The net proceeds from the sale of the Exchangeable Notes were approximately $132.8 million, after deducting discounts and commissions to the certain initial purchasers and other estimated fees and expenses.

i3 Verticals, LLC used a portion of the net proceeds of the Exchangeable Notes offering to pay down outstanding borrowings under the Prior Senior Secured Credit Facility in connection with the effectiveness of the operative provisions of the amendment to the Prior Senior Secured Credit Facility and to pay the cost of the Note Hedge Transactions.

On December 21, 2023, i3 Verticals, LLC entered into agreements to repurchase a 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 Exchangeable Note Repurchases were completed on January 18, 2024, and the Company paid $87.4 million to repurchase $90.8 million in aggregate principal amount of its Exchangeable Notes and to repay approximately $0.4 million in accrued interest on the repurchased portion of the Exchangeable Notes.

The Exchangeable Notes matured and were repaid in full on February 15, 2025, and we paid $26.4 million in satisfaction of the outstanding principal and accrued interest in connection therewith.

For additional information, see Note 8 to our condensed consolidated financial statements.

Net cash used in financing activities decreased $72.1 million to $32.2 million for the nine months ended June 30, 2026 from $104.3 million for the nine months ended June 30, 2025.

The decrease was driven by an increase in net borrowings on the revolving credit facility of $114.3 million, a decrease of $22.6 million in payments for required distributions on behalf of members for tax obligations and a decrease of $7.4 million in required distributions to members under the Tax Receivable Agreement.

The decrease was also related to the $26.2 million in payments for repurchases of the Company's previously outstanding 1.0% Exchangeable Senior Notes due February 15, 2025 during the nine months ended June 30, 2025.

Partially offsetting these decreases in net cash used in financing activities for the nine months ended June 30, 2026 from the nine months ended June 30, 2025 was an increase of $99.3 million in payments for repurchases of Class A common stock.

Material Cash Requirements

The following table summarizes our material cash requirements as of March 31, 2026, including those related to leases and borrowings:

The following table summarizes our material cash requirements as of June 30, 2026, including those related to leases and borrowings:

Payments Due by Period

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These payments will be made within the next twelve months.

We estimated interest payments through the maturity of our 2023 Senior Secured Credit Facility by applying the interest rate of 5.77% in effect on the outstanding balance as of March 31, 2026, plus unused fee rate of 0.15% in effect as of March 31, 2026.

We estimated interest payments through the maturity of our 2023 Senior Secured Credit Facility by applying the weighted average interest rate of 5.77% in effect on the outstanding balance as of June 30, 2026, plus unused fee rate of 0.15% in effect as of June 30, 2026.

In connection with certain of our acquisitions, we may be obligated to pay the seller of the acquired entity certain amounts of contingent consideration as set forth in the relevant purchasing documents, whereby additional consideration may be due upon the achievement of certain specified financial performance targets.

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Share Repurchase Programs

New Share Repurchase Program

On February 5, 2026, the Company announced that our Board of Directors had approved a share repurchase program for the Company's Class A common stock (the “New Share Repurchase Program”), under which the Company is authorized to repurchase up to $60.0 million of outstanding shares of our Class A common stock (exclusive of fees, commissions or other expenses related to such repurchases).

This New Share Repurchase Program replaced a prior share repurchase program entered into by the Company on August 8, 2025 (the “August 2025 Share Repurchase Program”) as further described below, which August 2025 Share Repurchase Program is no longer in effect following the Company expending the maximum dollar amount under such program.

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

The terms of this New Share Repurchase Program provided that, immediately prior to repurchases of Class A common stock under this New Share Repurchase Program, i3 Verticals, LLC would redeem for cash an equal number of units held by the Company in i3 Verticals, LLC in order to fund such repurchases and maintain a 1-1 ratio between the number of outstanding shares of Class A common stock and the units held by the Company in i3 Verticals, LLC.

In addition, repurchases under this New Share Repurchase Program were 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 did not require the Company to acquire any particular amount of shares of Class A common stock, and was permitted to be extended, modified, suspended or discontinued at any time at the Company’s discretion.

The Company repurchased 1,703,682 shares of Class A Common Stock under the New Share Repurchase Program at an average price of $22.48 and an aggregate repurchase amount inclusive of commissions and excise taxes of $38.7 million, during the six months ended March 31, 2026.

May 2026 Share Repurchase Program

On May 12, 2026, the Company announced that our Board of Directors had approved a share repurchase program for the Company's Class A common stock (the “May 2026 Share Repurchase Program”), under which the Company is authorized to repurchase up to $100.0 million 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 a prior share repurchase program entered into by the Company on February 5, 2026 (the “February 2026 Share Repurchase Program”) as further described below, which February 2026 Share Repurchase Program is no longer in effect following the Company expending the maximum dollar amount under such program.

Under the terms of the May 2026 Share Repurchase Program, such program will terminate on the earlier of May 11, 2027, or when the maximum dollar amount under the authorization was expended.

Pursuant to the May 2026 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.

The terms of the May 2026 Share Repurchase Program provide that, immediately prior to repurchases of Class A common stock under the May 2026 Share Repurchase Program, i3 Verticals, LLC will redeem for cash an equal number of units held by the Company in i3 Verticals, LLC in order to fund such repurchases and maintain a 1-1 ratio between the number of outstanding shares of Class A common stock and the units held by the Company in i3 Verticals, LLC.

In addition, repurchases under the May 2026 Share Repurchase Program are subject to prevailing market conditions, liquidity and cash flow considerations, applicable securities laws requirements (including under Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as applicable), compliance with contractual restrictions under the 2023 Senior Secured Credit Facility and other factors.

The May 2026 Share Repurchase Program does not require the Company to acquire any particular amount of shares of Class A common stock, and is permitted to be extended, modified, suspended or discontinued at any time at the Company’s discretion.

The Company repurchased 1,320,500 shares of Class A Common Stock under the May 2026 Share Repurchase Program at an average price of $19.96 and an aggregate repurchase amount inclusive of commissions and excise taxes of $26.6 million, during the nine months ended June 30, 2026.

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.

February 2026 Share Repurchase Program

On February 5, 2026, the Company announced that our Board of Directors had approved a share repurchase program for the Company's Class A common stock (the “February 2026 Share Repurchase Program”), under which the Company was authorized to repurchase up to $60.0 million of outstanding shares of our Class A common stock (exclusive of fees, commissions or other expenses related to such repurchases).

The February 2026 Share Repurchase Program replaced a prior share repurchase program entered into by the Company on August 8, 2025 (the “August 2025 Share Repurchase Program”) as further described below, which August 2025 Share Repurchase Program is no longer in effect following the Company expending the maximum dollar amount under such program.

Pursuant to the February 2026 Share Repurchase Program, the Company was authorized to make repurchases of our Class A Common Stock in the open market, through privately negotiated transactions, or otherwise, including under Rule 10b5-1 plans.

The terms of the February 2026 Share Repurchase Program provided that, immediately prior to repurchases of Class A common stock under the February 2026 Share Repurchase Program, i3 Verticals, LLC would redeem for cash an equal number of units held by the Company in i3 Verticals, LLC in order to fund such repurchases and maintain a 1-1 ratio between the number of outstanding shares of Class A common stock and the units held by the Company in i3 Verticals, LLC.

The Company repurchased 2,695,740 shares of Class A Common Stock under the February 2026 Share Repurchase Program at an average price of $22.26 and an aggregate repurchase amount inclusive of commissions and excise taxes of $60.7 million, during the nine months ended June 30, 2026.

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 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.

August 2025 Share Repurchase Program

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The terms of the August 2025 Share Repurchase Program provided that, immediately prior to repurchases of Class A common stock under the August 2025 Share Repurchase Program, i3 Verticals, LLC would redeem for cash an equal number of units held by the Company in i3 Verticals, LLC in order to fund such repurchases and maintain a 1-1 ratio between the number of outstanding shares of Class A common stock and the units held by the Company in i3 Verticals, LLC.

The Company repurchased 2,039,892 shares of Class A Common Stock under the August 2025 Share Repurchase Program at an average price of $24.51 and an aggregate repurchase amount inclusive of commissions and excise taxes of $50.6 million, during the six months ended March 31, 2026.

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 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.

The maximum dollar amount under the August 2025 Share Repurchase Program was expended during the nine months ended June 30, 2026, and the August 2025 Share Repurchase Program is no longer in effect.

August 2024 Share Repurchase Program

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We intend to fund the payment of the amounts due under the Tax Receivable Agreement out of the cash savings that we actually realize in respect of the attributes to which the Tax Receivable Agreement relates.

As of March 31, 2026, the total amount due under the Tax Receivable Agreement was $32.4 million, and payments to the Continuing Equity Owners related to exchanges through March 31, 2026 will range from $0 to $5.4 million 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.

As of June 30, 2026, the total amount due under the Tax Receivable Agreement was $32.4 million, and payments to the Continuing Equity Owners related to exchanges through June 30, 2026 will range from $0 to $5.4 million 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.

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Critical accounting policies are those that we consider the most critical to understanding our financial condition and results of operations.

As of March 31, 2026, there have been no significant changes to our critical accounting estimates disclosed in the Form 10-K for the fiscal year ended September 30, 2025.

As of June 30, 2026, there have been no significant changes to our critical accounting estimates disclosed in the Form 10-K for the fiscal year ended September 30, 2025.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis