IIIV on Nasdaq

i3 Verticals, Inc.

I3 Verticals, Inc. is an American prepackaged software services company, incorporated in Delaware.1 It is headquartered in Nashville, Tennessee.1 Its shares trade on Nasdaq under the symbol IIIV.1

Price unavailable

Last updated Oct 21, 2026.

Overview

$213.2MRevenue, fiscal 20252
$17.9MNet income, fiscal 20252

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  • TickerIIIV on Nasdaq1
  • IndustryServices-Prepackaged Software1
  • HeadquartersNashville, Tennessee1
  • Incorporated inDE3
  • Business address40 Burton Hills Blvd., Suite 415, Nashville, Tn 372153
  • Filer categoryAccelerated filer3

On September 20, 2024, i3 Verticals, LLC, and i3 Holdings Sub, Inc., a wholly-owned subsidiary of i3 Verticals, LLC (“Corporation Seller,” and collectively with i3 Verticals, LLC, the “Sellers”) completed the transactions (such closing, the “Closing”) contemplated by that certain Securities Purchase Agreement dated as of June 26, 2024 (the “Merchant Services Purchase Agreement”), by and among i3 Verticals, LLC, Corporation Seller, the Company (solely for the purpose of providing a guaranty of the obligations of Sellers as set forth in the Purchase Agreement), Payroc Buyer, LLC (“Buyer”), and Payroc WorldAccess, LLC (solely for the purpose of providing a guaranty of the obligations of Buyer as set forth in the Merchant Services Purchase Agreement), the entry into which Merchant Services Purchase Agreement was previously disclosed in a Current Report on Form 8-K filed by the Company on Jun…5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

1.8%Operating margin2
8.4%Net margin2
11.5%Revenue growth, 20252
4.6%Return on equity2
0.00×Debt to equity2
$3.8MFree cash flow2

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

License and Service brought in 70% of the revenue i3 Verticals, Inc. broke down this way in fiscal 2025.

  1. License and Service$149.0M270%up 13% from 2024
  2. Proprietary Payments Revenue$54.1M225%up 8% from 2024
  3. Other Revenue$10.1M25%up 9% from 2024
Products and services by year
Products and services202320242025
License and Service$134.4M$131.9M$149.0M
Proprietary Payments Revenue$46.5M$50.1M$54.1M
Other Revenue$8.8M$9.2M$10.1M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Selling, general and admin54¢$114.7M
  • Other costs35¢$75.4M
  • Income tax2¢$5.3M
  • Profit8¢$17.9M

Out of $213.2M in revenue.2

Where each dollar of operating cash went, fiscal 2025

  • Capital spending5¢$1.9M
  • Share buybacks95¢$37.6M

Out of $5.7M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.2

Financial statements

Revenue6789102$213.2M in 2025−34% since 2018
0$100.0M$200.0M$300.0M$400.0M2018: $323.5M$323.5M20182019: $376.3M$376.3M2019+16%2020: $150.1M$150.1M2020−60%2021: $224.1M$224.1M2021+49%2022: $187.8M$187.8M2022−16%2023: $189.7M$189.7M2023+1%2024: $191.2M$191.2M2024+1%2025: $213.2M$213.2M2025+11%
Gross profit6789$333.3M in 2023+301% since 2018
0$100.0M$200.0M$300.0M$400.0M2018: $83.2M$83.2M20182019: $106.9M$106.9M2019+28%2020: $123.4M$123.4M2020+15%2021: $195.3M$195.3M2021+58%2022: $282.7M$282.7M2022+45%2023: $333.3M$333.3M2023+18%
Operating income6789102$3.8M in 2025−69% since 2018
-$30.0M-$20.0M-$10.0M0$10.0M$20.0M2018: $12.4M$12.4M20182019: $6.4M$6.4M2019−48%2020: $7.8M$7.8M2020+22%2021: -$12.0K-$12.0K20212022: -$23.1M-$23.1M2022+192742%2023: -$4.4M-$4.4M2023−81%2024: $4.4M$4.4M20242025: $3.8M$3.8M2025−13%
Net income6789102$17.9M in 2025
-$50.0M0$50.0M$100.0M$150.0M2018: -$6.9M-$6.9M20182019: -$3.0M-$3.0M2019−56%2020: -$419.0K-$419.0K2020−86%2021: -$4.5M-$4.5M2021+964%2022: -$17.1M-$17.1M2022+284%2023: -$811.0K-$811.0K2023−95%2024: $113.3M$113.3M20242025: $17.9M$17.9M2025−84%

Every line of the income statement as filed: the last 3 fiscal years (annual) or 8 quarters (quarterly), latest first.2

Period ending2025-09-302024-09-302023-09-30
Revenue$213.2M$191.2M$189.7M
Other costs of services (excluding depreciation and amortization)$66.6M$60.5M$54.8M
Selling, general and administrative$114.7M$100.8M$106.0M
Depreciation and amortization$27.9M$25.6M$23.3M
Change in fair value of contingent consideration$234.0K$22.0K$10.0M
Total operating expenses$209.4M$186.9M$194.1M
Income (loss) from operations$3.8M$4.4M-$4.4M
Interest expense$2.3M$29.3M$25.1M
Other income-$9.4M-$3.4M-$1.2M
Total other expenses-$7.1M$25.9M$23.9M
Income (loss) before income taxes$10.9M-$21.5M-$28.3M
(Benefit from) provision for income taxes$5.3M-$5.5M-$3.5M
Net income (loss) from continuing operations$5.6M-$16.0M-$24.8M
Net income from discontinued operations, net of income taxes$20.9M$191.2M$22.2M
Net income (loss)$26.5M$175.1M-$2.7M
Net income (loss) from continuing operations attributable to non-controlling interest$2.0M-$5.2M-$8.2M
Net income from discontinued operations attributable to non-controlling interest$6.6M$67.0M$6.4M
Net income (loss) attributable to non-controlling interest$8.6M$61.8M-$1.8M
Net income (loss) from continuing operations attributable to i3 Verticals, Inc.$3.6M-$10.9M-$16.6M
Net income from discontinued operations attributable to i3 Verticals, Inc.$14.2M$124.2M$15.8M
Net income (loss) attributable to i3 Verticals, Inc.$17.9M$113.3M-$811.0K
Basic (in USD per share)$0-$0-$1
Diluted (in USD per share)$0-$0-$1
Basic (in USD per share)$1$5$1
Diluted (in USD per share)$1$5$1
Basic for continuing and discontinued operations (in shares)23.9M shares23.4M shares23.1M shares
Diluted for continuing and discontinued operations (in shares) diluted (in shares)34.2M shares33.9M shares33.2M shares

Compare i3 Verticals, Inc. with another company

Corporate structure

i3 Verticals, Inc. sits at the top of its group. 19 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of i3 Verticals, Inc.

  • i3 Verticals, Inc. Nashville, Tennessee
    • 3V ImageSoft (CAN) B.C. Ltd. Subsidiary · Canada
    • AccuFund, Inc. Subsidiary · Colorado, United States
    • Ad Valorem Records, Inc. Subsidiary · Texas, United States
    • Celtic Cross Holdings, Inc. Subsidiary · Arizona, United States
    • Celtic Nominee Holdings, LLC Subsidiary · Delaware, United States
    • Celtic Systems Private Limited Subsidiary · India
    • CP-DBS, LLC Subsidiary · Delaware, United States
    • Eduloka Limited Subsidiary · Nevada, United States
    • i3 Healthcare Solutions, LLC Subsidiary · Delaware, United States
    • i3 Holdings Sub, Inc. Subsidiary · Delaware, United States
    • i3 Verticals Management Services, Inc. Subsidiary · Delaware, United States
    • i3-ImageSoft, LLC Subsidiary · Delaware, United States
    • i3-Milestone, LLC Subsidiary · Delaware, United States
    • i3-MSI Consulting, LLC Subsidiary · Arkansas, United States
    • i3-Software & Services, LLC Subsidiary · Delaware, United States
    • Kiriworks, LLC Subsidiary · Delaware, United States
    • Mentis Technology, Inc. Subsidiary · Delaware, United States
    • On-Line Information Services, Inc Subsidiary · Alabama, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What i3 Verticals, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Accumulated depreciation$5.6M2 Sep 30, 2025$6.2M2 Sep 30, 2024−8.8%
Property and equipment, net$7.2M2 Sep 30, 2025$8.3M2 Sep 30, 2024−13.4%
Operating-lease assets (leased space)$4.6M2 Sep 30, 2025$6.3M2 Sep 30, 2024−27.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$66.7M2 Sep 30, 2025$86.5M2 Sep 30, 2024−22.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$248.5M2 Sep 30, 2025$243.0M2 Sep 30, 2024+2.3%
Intangible assets, net (excluding goodwill)$135.8M2 Sep 30, 2025$140.7M2 Sep 30, 2024−3.5%
Finite-lived intangibles, gross$183.7M2 Sep 30, 2025$177.3M2 Sep 30, 2024+3.6%
Accumulated amortization$47.9M2 Sep 30, 2025$36.6M2 Sep 30, 2024+31.1%
Finite-lived intangibles, net$135.8M2 Sep 30, 2025$140.7M2 Sep 30, 2024−3.5%

Inventory

ItemLatestA year beforeChange
Inventory, total$2.5M2 Sep 30, 2025$2.4M2 Sep 30, 2024+3.8%

Properties, in its own words

Our corporate headquarters is in Nashville, Tennessee where we lease approximately 16,000 square feet of office space under a lease that expires in 2027. We also lease approximately 34,000 square feet of office space in Piney Flats, Tennessee; 18,000 square feet of office space in Sulphur Springs, Texas and 15,000 square feet of office space in Houston, Texas. We own approximately 15,000 square feet of office space in Vadodara, India which is used to support our employees and business operations, including technology development. We also lease properties located within various geographic regions in which we conduct business, including Alabama, Colorado, Georgia, Kentucky, Michigan, Nevada, Ohio, South Carolina and Wisconsin. Additionally, we own property in Arizona. Our properties include office spaces used for support, operational, sales, management and administrative purposes.

For leases that are scheduled to expire during the next 12 months, we may negotiate new lease agreements, renew existing lease agreements, exercise any respective options to extend the existing lease agreements, or use alternate facilities. We believe our facilities are adequate for our needs and believe that we should be able to renew any of our existing leases or secure similar property without an adverse impact on our operations.

Item 2 of the 10-K filed Nov 21, 2025.5

Leadership

Who has led i3 Verticals, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (12)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • 3V ImageSoft (CAN) B.C. Ltd. Canada4
  • AccuFund, Inc. Colorado4
  • Ad Valorem Records, Inc. Texas4
  • CP-DBS, LLC Delaware4
  • Celtic Cross Holdings, Inc. Arizona4
  • Celtic Nominee Holdings, LLC Delaware4
  • Celtic Systems Private Limited India4
  • Eduloka Limited Nevada4
  • Kiriworks, LLC Delaware4
  • Mentis Technology, Inc. Delaware4
  • On-Line Information Services, Inc Alabama4
  • i3 Healthcare Solutions, LLC Delaware4
  • i3 Holdings Sub, Inc. Delaware4
  • i3 Verticals Management Services, Inc. Delaware4
  • i3 Verticals, LLC Delaware4
  • i3-ImageSoft, LLC Delaware4
  • i3-MSI Consulting, LLC Arkansas4
  • i3-Milestone, LLC Delaware4
  • i3-Software & Services, LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 9, 20268-K Entered a material agreement; New debt or obligation31
  2. Aug 6, 20268-K Results of operations; Regulation FD disclosure32
  3. Jun 2, 20268-K Regulation FD disclosure33
  4. May 12, 20268-K Other events34
  5. May 7, 20268-K Results of operations; Regulation FD disclosure35
  6. Mar 3, 20268-K Shareholder vote36
  7. Feb 5, 20268-K Results of operations; Regulation FD disclosure; Other events37
  8. Nov 17, 20258-K Results of operations; Executive or director change; Regulation FD disclosure38
  9. Aug 7, 20258-K Results of operations; Regulation FD disclosure; Other events39
  10. May 8, 20258-K Results of operations; Regulation FD disclosure40
  11. May 6, 20258-K Entered a material agreement; Regulation FD disclosure41
  12. Feb 25, 20258-K Shareholder vote42
  13. Jun 20, 2018New chief executive Gregory S. Daily becomes CEO15

Calendar

Coming up

  1. Nov 16, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.20 a share, on Nov 17, 2025.43

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results32
  2. May 7, 2026Reported quarterly or annual results35
  3. Feb 5, 2026Reported quarterly or annual results37
  4. Nov 17, 2025Reported quarterly or annual results38
  5. Aug 7, 2025Reported quarterly or annual results39
  6. May 8, 2025Reported quarterly or annual results40
  7. Feb 6, 2025Reported quarterly or annual results44
  8. Nov 25, 2024Reported quarterly or annual results45

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

252 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 38 major events, 119 insider forms, 36 large holders, 39 other. The latest 20:

  1. Oct 9, 20268-K EDGAR
  2. Sep 30, 2026SCHEDULE 13G EDGAR
  3. Sep 22, 20264 EDGAR
  4. Aug 14, 2026SCHEDULE 13G EDGAR
  5. Aug 14, 2026SCHEDULE 13G EDGAR
  6. Aug 14, 2026SCHEDULE 13G EDGAR
  7. Aug 11, 2026SCHEDULE 13G/A EDGAR
  8. Aug 7, 202610-Q EDGAR
  9. Aug 6, 20268-K EDGAR
  10. Jul 31, 2026SCHEDULE 13G/A EDGAR
  11. Jul 28, 2026SCHEDULE 13G/A EDGAR
  12. Jun 2, 20268-K EDGAR
  13. May 14, 20264 EDGAR
  14. May 12, 20268-K EDGAR
  15. May 8, 202610-Q EDGAR
  16. May 7, 20268-K EDGAR
  17. May 7, 2026SCHEDULE 13G EDGAR
  18. Apr 30, 2026SCHEDULE 13G EDGAR
  19. Mar 27, 2026SCHEDULE 13G/A EDGAR
  20. Mar 9, 20264 EDGAR

The 252 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

24 open-market trades by officers, directors and large owners since October 2021: 9 buys and 15 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
May 14, 2026DAILY GREGORY SChief Executive OfficerBuy50,000$19.23$961.5KForm 4
Mar 6, 2026CHRISTIANS PAULChief Revenue OfficerSale6,122$23.23$142.2KForm 4
Dec 3, 2025CHRISTIANS PAULChief Revenue OfficerSale9,000$23.27$209.4KForm 4
Nov 26, 2025CHRISTIANS PAULChief Revenue OfficerSale3,292$23.78$78.3KForm 4
Nov 21, 2025STANFORD FREDERICKPresidentSale11,347$24.21$274.7KForm 4
Sep 11, 2025MAPLE PAULGeneral Counsel and SecretarySale2,500$31.04$77.6KForm 4
Aug 29, 2025CHRISTIANS PAULChief Revenue OfficerSale1,890$31.40$59.3KForm 4
Aug 12, 2025MCKENNA TIMOTHYDirectorSale6,882$31.81$218.9KForm 4
May 15, 2025SMITH GEOFFREY C.Chief Financial OfficerSale8,404$26.56$223.2KForm 4
May 13, 2025WILDS DAVID MDirectorSale218,400$24.81$5.4MForm 4
May 13, 2025HARRISON JOHN C.DirectorSale78,597$24.81$1.9MForm 4
May 13, 2025HARVEY ROBERT BURTONDirectorSale71,860$24.81$1.8MForm 4
Nov 27, 2024STANFORD FREDERICKPresidentSale17,577$25.28$444.3KForm 4
Nov 25, 2024DAILY GREGORY SChief Executive OfficerBuy40,000$24.06$962.4KForm 4
Nov 22, 2024DAILY GREGORY SChief Executive OfficerBuy48,544$23.51$1.1MForm 4
Aug 18, 2023MCKENNA TIMOTHYDirectorSale2,687$22.27$59.8KForm 4
May 15, 2023DAILY GREGORY SChief Executive OfficerBuy22,377$21.90$490.1KForm 4
May 12, 2023DAILY GREGORY SChief Executive OfficerBuy27,623$21.28$587.8KForm 4
Nov 23, 2022MORGAN DAVID K.DirectorBuy2,000$24.80$49.6KForm 4
Nov 22, 2022MORGAN DAVID K.DirectorBuy1,000$23.73$23.7KForm 4

All 24 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Paul Christians67$360.5K$1.5M64
2025Rick Stanford64$331.8K$1.5M64
2025Clay Whitson68$270.4K$1.5M64
2025Geoff Smith39$260.5K$1.5M64
2025Gregory Daily66$341.2K$351.2K64
2024President$322.1K$1.4M64
2024Chief Financial Officer$235.8K$1.4M64
2024Chief Strategy Officer$268.4K$1.3M64
2024Chief Revenue Officer$357.7K$1.2M64
2024Chief Executive Officer$341.2K$350.2K64
2023President$311.2K$1.9M64
2023Chief Strategy Officer$259.4K$1.8M64
2023Chief Revenue Officer$350.0K$1.6M64
2023Chief Executive Officer$337.2K$345.6K64

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.1,802,534$38.5M0.0%+26,578
First Eagle Investment Management, LLC1,446,018$30.9M0.0%+1,063,881
Geneva Capital Management LLC1,190,152$25.4M0.6%−365,752
AltraVue Capital, LLC1,120,046$23.9M1.7%−50,100
Crosslink Capital Inc1,117,986$23.9M1.8%+151,985
Punch & Associates Investment Management, Inc.1,099,486$23.5M1.2%+66,880
North Reef Capital Management LP1,075,000$23.0M0.9%+50,000
Heartland Advisors Inc965,250$20.6M0.9%+358,300
Forager Capital Management, LLC864,574$18.5M6.9%+285,173
Jennison Associates LLC856,628$18.3M0.0%−13,423
Vanguard Capital Management LLC814,517$17.4M0.0%−148,633
State Street Corp719,056$15.4M0.0%+25,447
Vanguard Portfolio Management LLC693,367$14.8M0.0%+5,638
Dimensional Fund Advisors LP679,679$14.5M0.0%+62,828
Royce & Associates LP651,201$13.9M0.1%+67,776
Geode Capital Management, LLC533,827$11.4M0.0%−4,884
UBS Group AG411,915$8.8M0.0%−8,272
Wasatch Advisors LP377,435$8.1M0.1%+25,631
Nicholas Company, Inc.293,717$6.3M0.1%−110
Jane Street Group, LLC280,157$6.0M0.0%New
Northern Trust Corp264,750$5.7M0.0%+22,987
Citadel Advisors LLC261,523$5.6M0.0%+208,819
Legato Capital Management LLC247,394$5.3M0.4%No change
New York State Common Retirement Fund230,873$4.9M0.0%No change
Confluence Investment Management LLC230,530$4.9M0.1%+110,216

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How i3 Verticals, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARi3 Verticals, Inc.1
  • CIK0001728688
  • Employer ID (EIN)82-40528525
  • Filer statusAccelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsSeptember 301
  • Industry code (SIC)7372 Services-Prepackaged Software1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address40 Burton Hills Blvd., Suite 415, Nashville, TN 372151
  • Phone800-203-79811
  • Shares outstanding23,972,102 Common Class A shares; 8,381,681 Common Class B shares as of Nov 20, 20255
  • Public float$577.6M as of Mar 31, 20255
  • AuditorDeloitte & Touche LLP, Nashville, Tennessee PCAOB ID 34; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceFeb 12, 20181
  • Filings477 in all: 4 (183), 8-K (68), SC 13G/A (27), 10-Q (25), 3 (18), SC 13G (18), 144 (16), 4/A (12)1
    All 35 form types

    CORRESP (12), UPLOAD (12), SCHEDULE 13G/A (10), S-8 (9), 10-K (8), DEF 14A (8), SCHEDULE 13G (8), 8-K/A (5), DEFA14A (5), EFFECT (5), ARS (4), 424B4 (2), DRS (2), DRS/A (2), DRSLTR (2), POS AM (2), S-1 (2), S-1/A (2), S-3 (2), 424B2 (1), 424B3 (1), 424B5 (1), 8-A12B (1), CERT (1), FWP (1), S-3/A (1), S-3ASR (1)

  • Latest filingsAnnual report (10-K) Nov 21, 2025
    Quarterly report (10-Q) Aug 7, 2026
    Proxy statement (DEF 14A) Jan 15, 2026
    Latest 8-K (8-K) Oct 9, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, $0.0001 Par ValueIIIVNasdaq Global Select Market

From the cover page of the 10-K filed Nov 21, 2025 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks i3 Verticals, Inc. names in Item 1A of its 10-K filed Nov 21, 2025: 51 risks under these headings, as written.5

  • Our business faces significant risks and uncertainties. If any of the following risks are realized, our business, financial condition and results of operations could be materially and adversely affected. The following risk factors, some of which contain statements that constitute forward-looking statements, should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes.
  • Risks Related to Our Business and Industry
  • Unauthorized disclosure, destruction or modification of data or disruption of our services or other cybersecurity or technological risks, including as a result of a cybersecurity incident, could expose us to liability, protracted and costly litigation and damage our reputation.
  • Our software and systems and our third-party providers’ software and systems may fail, or our third-party providers may discontinue providing their services or technology generally or to us specifically, which in either case could interrupt our business, cause us to lose business and increase our costs.
  • Some of our solutions contain "open-source" software, and any failure to comply with the terms of one or more of applicable open-source licenses could negatively affect our business.
  • We have a history of operating losses and will need to generate significant revenues to attain and maintain profitability and positive cash flow and continue our acquisition program.
  • The enterprise software industry is competitive. Such competition could adversely affect the revenue we receive, and as a result, our margins, business, financial condition and results of operations.
  • If we cannot keep pace with rapid developments and changes in our industry, the use of our products and services could decline, causing a reduction in our revenues.
  • If we fail to comply with the applicable requirements of the Visa and Mastercard payment networks, those payment networks could seek to fine us, suspend us or terminate our registrations through our bank sponsor.
  • If our bank sponsorship is terminated and we are not able to secure or successfully migrate customer portfolios to a new bank sponsor, we will not be able to conduct our business.
  • If our processing services agreement with Payroc is terminated and we are not able to enter into replacement processing relationship with another party, our ability to provide payment processing services to our affected software customers may be adversely impacted.
  • Consolidation in the banking and financial services industry could adversely affect our business, results of operations and financial condition.
The other 40 risks
  • We have faced, and may in the future face, chargeback liabilities if our customers refuse or cannot reimburse chargebacks resolved in favor of their customers, and we may not accurately anticipate these liabilities.
  • On occasion, we experience increases in interchange and sponsorship fees; if we cannot pass these increases along to our customers, our profit margins will be reduced.
  • Third-party hardware that we sell to our customers is generally procured from a limited number of suppliers. Thus, we are at risk of shortages, price increases, changes, delays or discontinuations of hardware, which could disrupt our business.
  • We are subject to risks associated with general economic and geopolitical conditions, the business cycles of our customers and changes in the overall level of consumer and commercial spending, which could negatively impact our business, financial condition and results of operations.
  • A decline in the use of cards and ACH as payment mechanisms for consumers and businesses or adverse developments in the electronic payment industry in general could adversely affect our business, financial condition and operating results.
  • We may not be able to successfully execute our strategy of growth through acquisitions.
  • There are certain risks associated with the sale of our Merchant Services Business which was completed in September 2024 and the sale of our Healthcare RCM Business which was completed in May 2025.
  • Revenues and profits generated via acquisition may be less than anticipated, the integration process could experience delays or difficulties, and we may fail to uncover all liabilities of acquisition targets through the due diligence process prior to an acquisition, resulting in unanticipated costs, losses or a decline in profits, as well as potential impairment charges.
  • We may not be able to successfully manage our intellectual property.
  • We may be subject to infringement claims.
  • If we lose key personnel, or if their reputations are damaged, our business, financial condition and results of operations may be adversely affected, and proprietary information of our company could be shared with our competitors.
  • In a dynamic industry like ours, our success and growth depend on our ability to attract, recruit, retain and develop qualified employees.
  • Our operating results and operating metrics are subject to seasonality and volatility, which could result in fluctuations in our quarterly revenues and operating results or in perceptions of our business prospects.
  • We are the subject of various claims and legal proceedings and may become the subject of claims, litigation or investigations which could have a material adverse effect on our business, financial condition or results of operations.
  • We are exposed to fluctuations in foreign currency exchange rates, which could negatively affect our financial condition and operating results.
  • Our international operations subject us to additional risks which could have an adverse effect on our business, operating results, and financial condition.
  • Risks Related to Regulation
  • We are subject to extensive laws and government regulation, the costs of compliance with which can be significant, and our actual or perceived failure to comply with such obligations may subject us to penalties and otherwise have an unfavorable impact on our business, financial condition and results of operations.
  • Compliance with the Dodd-Frank Act and other federal and state regulations applicable to our business may increase our compliance costs, limit our revenues and otherwise negatively affect our business.
  • If we violate the Family Educational Rights and Privacy Act ("FERPA") or Protection of Pupil Rights Amendment ("PPRA"), it could result in a material breach of contract with one or more of our Education customers and could harm our reputation. Further, if we disclose student information in violation of FERPA or PPRA, our access to student information could be suspended.
  • We could be adversely affected by violations of laws and regulations governing participants in the healthcare industry with respect to conduct prior to the sale of our Healthcare RCM Business.
  • We must comply with laws and regulations prohibiting unfair or deceptive acts or practices, and any failure to do so could materially and adversely affect our business.
  • We could be adversely affected by violations of the FCPA and similar anti-bribery laws of other countries in which we provide services or have employees.
  • Numerous other laws affect our business, and any failure to comply with those laws could harm our business.
  • Changes in tax laws or their interpretations, or becoming subject to additional U.S., state or local taxes that cannot be passed through to our customers, could negatively affect our business, financial condition and results of operations.
  • Changing laws and governmental rules and regulations designed to protect or limit access to or use of personal information could adversely affect our ability to effectively provide our products and services, and actual or perceived failure to comply with such legal and regulatory obligations may negatively impact our business, financial condition and results of operations.
  • The evolving legal, ethical and regulatory landscape over AI technologies creates uncertainties.
  • The ongoing focus on environmental, social and governance (“ESG”) practices could increase our costs, harm our reputation and adversely impact our financial results.
  • Risks Related to Our Indebtedness
  • Our indebtedness could adversely affect our financial health and competitive position.
  • We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs.
  • Risks Related to Our Organizational Structure and Our Company
  • We are a holding company with no operations of our own, and our principal asset is our controlling membership interest in i3 Verticals, LLC. Accordingly, we depend on distributions from i3 Verticals, LLC to pay our taxes and other expenses.
  • The interests of the other Continuing Equity Owners in our business may conflict with the interests of holders of shares of our Class A common stock.
  • We may not be able to realize all or a portion of the tax benefits that are expected to result from future redemptions or exchanges of common units by holders.
  • In certain cases, payments under the Tax Receivable Agreement to the Continuing Equity Owners may be accelerated or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.
  • In certain circumstances, i3 Verticals, LLC will be required to make distributions to us and the Continuing Equity Owners, and the distributions that i3 Verticals, LLC will be required to make may be substantial.
  • Our failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a significant and adverse effect on our business, financial condition, results of operations and reputation.
  • Certain provisions of Delaware law and anti-takeover provisions in our organizational documents could delay or prevent a change of control.
  • We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Class A common stock, which could depress the price of our Class A common stock.
  • Risks Related to Ownership of Our Class A Common Stock
  • The Continuing Equity Owners own common units in i3 Verticals, LLC, and the Continuing Equity Owners have the right to redeem their common units in i3 Verticals, LLC pursuant to the terms of the limited liability company agreement of i3 Verticals, LLC (the "LLC Agreement") for shares of Class A common stock or cash.
  • Holders of our Class A common stock may be diluted by future issuances of preferred stock or additional Class A common stock or common units in connection with our incentive plans, acquisitions or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price.
  • Sales of shares of our Class A common stock in connection with the Registration Rights Agreement, or the prospect of any such sales, could materially affect the market price of our Class A common stock and could impair our ability to raise capital through future sales of equity securities.

Legal proceedings

The information required with respect to this item can be found in Note 17 to the accompanying audited consolidated financial statements contained in this report and is incorporated by reference into this Part I, Item 3.

The opening of Item 3, Legal Proceedings.5

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