How large is i3 Verticals' new share repurchase authorization?

The new i3 Verticals share repurchase program authorizes buybacks of up to $100 million of outstanding Class A common stock. This amount is exclusive of any fees, commissions or other expenses related to the repurchases, which would be in addition to the authorized dollar limit.

When does the i3 Verticals (IIIV) share repurchase program expire?

The share repurchase program will terminate on the earlier of May 11, 2027 or when the full $100 million authorization has been spent. The Board also retains the ability to extend, modify, suspend, or discontinue the program at its discretion before that date.

What happened to the previous i3 Verticals share repurchase program?

The previous share repurchase program, adopted on February 5, 2026, has had its maximum dollar authorization fully expended. The newly approved $100 million program replaces that prior authorization and establishes fresh capacity for potential future share repurchases.

i3 Verticals approves $100M share repurchase plan

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.

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Filing Sentiment

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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.

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.

FAQ

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

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.

How can i3 Verticals repurchase shares under the new program?

Repurchases may be made in the open market, through privately negotiated transactions, or otherwise, including under Rule 10b5-1 trading plans. Activity will depend on market conditions, liquidity, cash flow, securities law requirements and compliance with restrictions in the company’s credit facility.

Does i3 Verticals have to buy a minimum number of shares under this plan?

No, the share repurchase program does not require i3 Verticals to acquire any particular amount of Class A common stock. The company may extend, modify, suspend, or discontinue the program at any time, giving management flexibility to adjust repurchases as circumstances change.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/12/2026 - 04:21 PM

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

i3 Verticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38532

82-4052852

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

40 Burton Hills Blvd., Suite 415

Nashville, TN

37215

(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
Class A Common Stock, $0.0001 Par Value	IIIV	Nasdaq Global Select Market

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)

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

i3 Verticals approves $100M share repurchase plan

Rhea-AI Filing Summary