i3 Verticals (NASDAQ: IIIV) sets new $100M Class A stock buyback program
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
i3 Verticals, Inc. reported that its Board of Directors approved a new share repurchase program for its Class A common stock authorizing buybacks of up to $100 million of outstanding shares. This new authorization replaces the prior program adopted on February 5, 2026, which has been fully used.
The program will end on the earlier of May 11, 2027 or when the full authorized amount is spent. Repurchases may occur in the open market, through privately negotiated transactions or otherwise, including under Rule 10b5-1 plans, and will depend on market conditions, liquidity, cash flow, legal requirements and credit facility covenants. The company is not obligated to repurchase a specific amount and may change or end the program at its discretion.
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Insights
i3 Verticals sets a flexible, sizeable share buyback authorization.
The Board approved a new share repurchase program for Class A common stock, authorizing up to $100 million in buybacks. This replaces a prior program from February 5, 2026 that has already been fully utilized, indicating ongoing use of repurchases as a capital allocation tool.
The authorization runs until the earlier of spending the full amount or May 11, 2027, and permits open‑market, privately negotiated, or Rule 10b5‑1 plan transactions. Actual repurchase activity will depend on market conditions, liquidity, cash flow, legal limits such as Rule 10b-18 and credit facility covenants, and Board discretion.
The company is not required to buy back any minimum number of shares and can extend, modify, suspend, or discontinue the program. Future disclosures may clarify actual repurchase volumes and timing within this authorization window.
8-K Event Classification
Item 8.01 — Other Events
1 item
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Key Figures
Share repurchase authorization: $100 million
Program termination date: May 11, 2027
Prior program adoption date: February 5, 2026
+2 more
5 metrics
Share repurchase authorization
$100 million
Maximum dollar amount of new Class A buyback program
Program termination date
May 11, 2027
Latest date the repurchase program will expire
Prior program adoption date
February 5, 2026
Date of earlier repurchase program now fully expended
Exchange listing
Nasdaq Global Select Market
Listing venue for Class A common stock (symbol IIIV)
Par value per share
$0.0001
Par value of Class A common stock
Key Terms
share repurchase program, Rule 10b5-1, Rule 10b-18, Emerging growth company, +1 more
5 terms
Rule 10b5-1 regulatory
"including under Rule 10b5-1 plans"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
Rule 10b-18 regulatory
"including under Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934"
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
Emerging growth company regulatory
"Emerging growth company."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
credit facility financial
"compliance with contractual restrictions under the Company’s credit facility"
A credit facility is a flexible loan arrangement that allows a borrower to access funds up to a set limit whenever needed, similar to a company having an overdraft option on a bank account. It matters to investors because it indicates how easily a business can secure cash when required, affecting its ability to manage expenses, invest, or respond to financial challenges.
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): May 12, 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 8.01. Other Events.
On May 12, 2026, the Company’s Board of Directors approved a new share repurchase program for the Company’s Class A common stock, under which the Company may repurchase up to $100 million of outstanding shares of Class A common stock (exclusive of fees, commissions or other expenses related to such repurchases). This new share purchase program replaces the Company’s prior share repurchase program adopted on February 5, 2026, under which the maximum dollar amount under the authorization has been expended.
This share repurchase program will terminate on the earlier of May 11, 2027, or when the maximum dollar amount under the authorization has been expended. Pursuant to this authorization, repurchases may be made from time to time in the open market, through privately negotiated transactions, or otherwise, including under Rule 10b5-1 plans. In addition, any repurchases under this share repurchase program will be subject to prevailing market conditions, liquidity and cash flow considerations, applicable securities laws requirements (including under Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as applicable), compliance with contractual restrictions under the Company’s credit facility, and other factors. This share repurchase program does not require the Company to acquire any particular amount of shares of Class A common stock, and may be extended, modified, suspended or discontinued at any time at the Company’s discretion.
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: May 12, 2026
i3 VERTICALS, INC. | ||||||||
By: | /s/ Geoff Smith | |||||||
Name: | Geoff Smith | |||||||
Title: | Chief Financial Officer | |||||||
| (Principal Financial Officer and Principal Accounting Officer) | ||||||||
FAQ
What did i3 Verticals (IIIV) announce in this 8-K filing?
i3 Verticals announced Board approval of a new Class A common stock repurchase program authorizing buybacks of up to $100 million. The plan replaces a prior program that was fully used and sets detailed terms for how and when shares may be repurchased.