i3 Verticals unit signs $350M revolving credit deal
The facility uses leverage-based pricing and imposes quarterly coverage and leverage tests, with substantially all specified assets pledged as collateral.
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Form Type
8-K
Rhea-AI Filing Summary
i3 Verticals, Inc.’s subsidiary, i3 Verticals, LLC, replaced its prior credit agreement with an amended and restated agreement providing $350 million in aggregate commitments under a senior secured revolving credit facility. The subsidiary may seek additional term-loan facilities or revolving commitments up to the sum of the greater of $100 million and 100% of consolidated EBITDA for its most recently completed four-quarter period, plus certain prepayments of certain indebtedness. Those additional commitments are subject to specified conditions and receipt of commitments from existing or additional lenders.
Revolver proceeds may fund working capital, capital expenditures and other lawful corporate purposes. Borrowings may bear the base rate or Term SOFR Rate, plus a leverage-based margin; the base rate has a 1% floor, and the commitment fee ranges from 0.125% to 0.275% based on leverage. i3 Verticals, Inc. and specified subsidiaries guarantee the obligations, which are secured by first-priority interests in substantially all tangible and intangible assets of the borrower, parent and subsidiary guarantors. Quarterly covenants require interest coverage of at least 3.00 to 1.00 and total net leverage no higher than 4.00 to 1.00.
Filing Explained
The borrower may reduce unused commitments and repay outstanding loans at any time without premium or penalty. If revolver borrowings exceed
8-K Event Classification
3 items: 1.01, 2.03, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Revolving facility commitments: $350 million
Additional commitment sizing: Up to the sum of the greater of $100 million and 100% of consolidated EBITDA, plus certain prepayments
Commitment fee: 0.125% to 0.275%
+4 more
7 metrics
Revolving facility commitments
$350 million
Aggregate commitments under the senior secured revolving credit facility
Additional commitment sizing
Up to the sum of the greater of $100 million and 100% of consolidated EBITDA, plus certain prepayments
Additional term-loan facilities or revolving commitments, subject to conditions and lender commitments
Commitment fee
0.125% to 0.275%
Rate depends on the borrower’s consolidated total net leverage ratio
Base rate floor
1%
The base rate cannot be less than this rate
Term Benchmark Loan margin
1.50% to 2.50%
Applicable margin varies with the borrower’s consolidated total net leverage ratio
Minimum interest coverage ratio
3.00 to 1.00
Required at the end of each fiscal quarter
Maximum total net leverage ratio
4.00 to 1.00
Required at the end of each fiscal quarter
Key Terms
Term SOFR Rate, commitment fee, consolidated interest coverage ratio, consolidated total net leverage ratio, +1 more
5 terms
Term SOFR Rate financial
"at the base rate or the Term SOFR Rate"
Term SOFR rate is a forward-looking interest rate for a set period (for example one or three months) based on the overnight cost of borrowing cash using Treasury securities as collateral. Think of it as a quoted, agreed-upon lending rate for a future interval, like locking in the expected short-term borrowing cost ahead of time. Investors care because it is used to price loans, bonds and derivatives as a transparent replacement for older benchmarks, affecting interest payments and valuation.
commitment fee financial
"pay a commitment fee equal to the product of between 0.125% and 0.275%"
A commitment fee is a charge a lender applies to a borrower for keeping a loan or line of credit available, even before any money is drawn. Think of it as a reservation fee for borrowing power; the borrower pays to ensure funds will be there when needed. Investors care because it adds to a company’s borrowing cost, affects cash flow and liquidity, and can signal lenders’ willingness to extend credit.
consolidated interest coverage ratio financial
"maintain a consolidated interest coverage ratio"
A consolidated interest coverage ratio measures how easily a company and all its subsidiaries can pay the interest on their debt from their operating profits. It divides the group’s operating profit (earnings before interest and taxes) by the interest expenses; a higher number is like having more months of income set aside to cover loan payments, which matters to investors because it signals financial stability and lower default risk.
consolidated total net leverage ratio financial
"a consolidated total net leverage ratio"
A consolidated total net leverage ratio measures a company’s total debt minus cash divided by its recurring earnings, calculated across all of its consolidated entities. Think of it as how many years of the company’s operating profit would be needed to pay off its net debt; investors use it to gauge financial risk, ability to service loans, and whether debt levels are sustainable relative to the business’s income.
first-priority security interests financial
"secured by first-priority security interests in substantially all"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How large is IIIV’s revolving credit facility?
i3 Verticals, LLC entered into an amended and restated agreement providing $350 million in aggregate commitments under a senior secured revolving credit facility. The agreement replaces the subsidiary’s prior credit agreement.
Can i3 Verticals add more borrowing commitments?
The borrower may seek additional term-loan facilities or revolving commitments up to the sum of the greater of $100 million and 100% of consolidated EBITDA for the most recently completed four-quarter period, plus certain prepayments of certain indebtedness. Additional amounts are subject to conditions and receipt of commitments from existing or additional lenders.
What can IIIV’s revolving credit facility proceeds be used for?
Proceeds may be used to finance working capital, capital expenditures and other lawful corporate purposes. Borrowings may be made, at the borrower’s option, at the base rate or the Term SOFR Rate, plus an applicable margin.
What covenants apply to IIIV’s credit facility?
At the end of each fiscal quarter, the borrower must maintain a consolidated interest coverage ratio of at least 3.00 to 1.00 and a consolidated total net leverage ratio of no more than 4.00 to 1.00.
What guarantees and collateral support IIIV’s credit facility?
The obligations are unconditionally guaranteed by i3 Verticals, Inc. and specified existing and future wholly owned domestic subsidiaries, subject to exceptions. First-priority security interests cover substantially all tangible and intangible assets of the borrower, the company and each subsidiary guarantor.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 9, 2026
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||||||||
(615 ) 465-4487
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company. ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
The information in Item 2.03 is hereby incorporated by reference into this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On October 9, 2026, i3 Verticals, LLC (the “Borrower”), a Delaware limited liability company and subsidiary of i3 Verticals, Inc. (the “Company”), entered into that certain Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) with the guarantors and lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (“JPMorgan”). The Amended and Restated Credit Agreement replaces Borrower’s prior Credit Agreement, dated as of May 8, 2023, among the Borrower, the guarantor and lender parties thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended. The Amended and Restated Credit Agreement provides for aggregate commitments of $350 million in the form of a senior secured revolving credit facility (the “Revolver”).
The Amended and Restated Credit Agreement 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 million and 100% of the Borrower’s consolidated EBITDA (as defined in the Amended and Restated Credit Agreement) for the most recently completed four quarter period, plus (ii) the amount of certain prepayments of certain indebtedness. 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 proceeds of the Revolver, together with proceeds from any additional amounts under the additional term loan facilities or additional revolving credit commitments, may be used by the Borrower to finance working capital, capital expenditures and other lawful corporate purposes.
Borrowings under the Revolver will be made, at the Borrower’s option, at the base rate or the Term SOFR Rate, plus, in each case, an applicable margin. 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) the Wall Street Journal prime rate and (c) the Term SOFR Rate for an interest period of one month, plus 1%; provided, that 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 Amended and Restated Credit Agreement), as reflected in the schedule below:
| Consolidated Total Net Leverage Ratio | Commitment Fee | Letter of Credit Fee | Term Benchmark Loans | Base Rate Loans | ||||||||||
| > 3.00 to 1.0 | 0.275 | % | 2.50 | % | 2.50 | % | 1.50 | % | ||||||
| > 2.50 to 1.0 but ≤ 3.00 to 1.0 | 0.225 | % | 2.00 | % | 2.00 | % | 1.00 | % | ||||||
| > 2.00 to 1.0 but ≤ 2.50 to 1.0 | 0.175 | % | 1.75 | % | 1.75 | % | 0.75 | % | ||||||
| ≤ 2.00 to 1.0 | 0.125 | % | 1.50 | % | 1.50 | % | 0.50 | % | ||||||
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 0.125% and 0.275% (the applicable percentage depending on the Borrower’s consolidated total net leverage ratio as reflected in the schedule above) times the actual daily amount by which $350 million 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 Amended and Restated Credit Agreement, 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 $350 million at any time, the Amended and Restated Credit Agreement requires the Borrower to prepay such excess outstanding amounts.
All obligations under the Amended and Restated Credit Agreement 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 Amended and Restated Credit Agreement requires the Borrower to maintain a consolidated interest coverage ratio (as defined in the Amended and Restated Credit Agreement) of not less than 3.00 to 1.00 and a consolidated total net leverage ratio (as defined in the Amended and Restated Credit Agreement) of not more than 4.00 to 1.00, in each case as of the end of each fiscal quarter of the Borrower. In addition, the Amended and Restated Credit Agreement 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 Amended and Restated Credit Agreement 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 ERISA events, invalidity of loan documents and certain changes in control.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Credit Agreement and to the Amended and Restated Security and Pledge Agreement, copies of which are attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |||||||
10.1* | Amended and Restated Credit Agreement, dated as of October 9, 2026, among i3 Verticals, LLC, the guarantor and lender parties thereto and JPMorgan Chase Bank, N.A., as administrative agent. | |||||||
10.2* | Amended and Restated Security and Pledge Agreement, dated as of October 9, 2026, among i3 Verticals, LLC, the obligor parties thereto and JPMorgan Chase Bank, N.A., as administrative agent. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. i3 Verticals agrees to furnish, on a supplemental basis, a copy of such omitted schedules and exhibits to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 9, 2026
i3 VERTICALS, INC. | ||||||||
By: | /s/ Geoff Smith | |||||||
Name: | Geoff Smith | |||||||
Title: | Chief Financial Officer | |||||||
| (Principal Financial Officer and Principal Accounting Officer) | ||||||||