Verra Mobility Announces Inducement Grant under Nasdaq Listing Rule 5635(c)(4)

The $4,750,000 equity award vests over three years, conditional on Newhard remaining CEO through each vesting date.

Rhea-AI Summary

Verra Mobility (VRRM) granted Jon Newhard an inducement equity award on November 2, 2026, following his appointment as president and CEO.

The one-time award comprises 1,583,333 restricted stock units covering Class A common shares, valued at $4,750,000 on the grant date. It vests in equal thirds on the first three anniversaries of his November 1, 2026, CEO commencement date, subject to continued service as CEO through each vesting date. The Compensation Committee approved the grant under Nasdaq Listing Rule 5635(c)(4), outside the company's 2018 Equity Incentive Plan, through a stand-alone award agreement.

Positive

• None.

Negative

• Minor point. Forward-looking: it has not happened yet and may not happen.1,583,333 restricted stock units, valued at $4,750,000 at grant, represent potential dilution as they vest.

News Explained

If the units vest, the grant could increase the Class A share count and reduce existing holders’ proportional ownership; it covers 1,583,333 shares, with vesting subject to continued CEO service.

Key Figures

Inducement award grant-date value: $4,750,000 Restricted stock units: 1,583,333 units Vesting schedule: 3 equal annual installments

Inducement award grant-date value

$4,750,000

Valued on the date of grant

Restricted stock units

1,583,333 units

One-time inducement grant

Vesting schedule

3 equal annual installments

Subject to continued service through each vesting date

Historical Context

1 past event · Latest: Oct 02

1 event

1. Oct 02

   CEO appointment filing

   24h Move

   -6.0%

   Earlier filing disclosed the planned $4.75 million inducement RSU award; this article reports its grant.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

restricted stock units, nasdaq listing rule 5635(c)(4)

2 terms

restricted stock units financial

"1,583,333 time-vested restricted stock units covering shares"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

nasdaq listing rule 5635(c)(4) regulatory

"in accordance with Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

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MESA, Ariz., Nov. 3, 2026 /PRNewswire/ -- Verra Mobility Corporation (NASDAQ: VRRM) (the "Company"), a leading provider of smart mobility technology solutions, announced today that it granted an inducement award to Jon Newhard on November 2, 2026, in connection with Mr. Newhard's  appointment as President and Chief Executive Officer of the Company, effective November 1, 2026 (the "CEO Commencement Date"), pursuant to the employment agreement entered into between the Company and Mr. Newhard on October 1, 2026. The award was granted as an inducement material to Mr. Newhard's employment with the Company and was approved by the Company's Compensation Committee, in accordance with Nasdaq Listing Rule 5635(c)(4).

The inducement award consists of a one-time grant of 1,583,333 time-vested restricted stock units covering shares of the Company's Class A common stock, par value $0.0001 per share, valued at $4,750,000 on the date of grant, vesting in three (3) equal annual installments of one-third (1/3) each on each of the first three (3) anniversaries of the CEO Commencement Date, subject to Mr. Newhard's continued service as the Company's Chief Executive Officer through and including each such vesting date.

This award was granted pursuant to a stand-alone inducement award agreement outside of the Verra Mobility Corporation Amended and Restated 2018 Equity Incentive Plan, as amended, and is subject to the terms and conditions of the applicable award agreement.

About Verra Mobility

Verra Mobility Corporation (NASDAQ: VRRM) is a leading provider of smart mobility technology solutions that make transportation safer, smarter and more connected. The company sits at the center of the mobility ecosystem, bringing together vehicles, hardware, software, data and people to enable safe, efficient solutions for customers globally. Verra Mobility's transportation safety systems and parking management solutions protect lives, improve urban and motorway mobility and support healthier communities. The company also solves complex payment, utilization and compliance challenges for fleet owners and rental car companies. Headquartered in Arizona, Verra Mobility operates in North America, Europe, and Australia. For more information, please visit www.verramobility.com.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that are not historical facts, including those regarding the Company's achievement of its priorities and its other plans, objectives, expectations, business strategies, future operations, financial performance, prospects, and other future events or developments, are forward-looking statements.  These forward-looking statements are based on management's current expectations, assumptions, and estimates as of the date of this press release and are subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties are described in greater detail under the caption "Risk Factors" in the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the U.S. Securities and Exchange Commission.  These forward-looking statements speak only as of the date of this press release and except to the extent required by applicable law, the Company does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments, or otherwise.

Media Relations:	Investor Relations:
Valerie Schneider	Mark Zindler
valerie.schneider@verramobility.com	mark.zindler@verramobility.com

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SOURCE Verra Mobility

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What inducement award did Verra Mobility grant Jon Newhard?

Verra Mobility granted Newhard 1,583,333 time-vested restricted stock units on November 2, 2026, valued at $4,750,000 on that date. The one-time award covers Class A common shares and was granted in connection with his appointment as president and CEO.

When does Verra Mobility CEO Jon Newhard's inducement award vest?

The award vests in three equal annual installments on the first three anniversaries of November 1, 2026. Each installment requires Newhard to remain the company's CEO through and including the applicable vesting date.