i3 Verticals (IIIV) Director Reports Option Vesting and Share Sales on Form 4

Rhea-AI Filing Summary

Timothy McKenna, a director of i3 Verticals, Inc. (IIIV), reported multiple transactions on 08/12/2025 involving Class A common stock and stock options. The report shows options with exercise prices of $23.65, $21.30 and $19.22 fully vested and 9,141; 10,297; and 11,508 option rights respectively were reported as acquired (Code M) with zero options remaining after the transactions. On the same date the reporting person acquired additional shares and sold shares: a weighted-average sale of 24,064 shares at $31.58 and 6,882 shares sold at a weighted-average $31.81 (range $31.50–$32.09). Following these transactions the filing reports 10,758; 3,876; and 34,822 shares beneficially owned on various lines. The form was signed by an attorney-in-fact on 08/14/2025.

Positive

• Options vested fully on the first anniversary of the grant date, per the filing
• Reporting includes weighted-average sale pricing and a footnote offering transaction-level details, supporting disclosure completeness

Negative

• Substantial insider sales reported (24,064 shares at $31.58 weighted-average and 6,882 shares at $31.81 weighted-average), reducing beneficial holdings
• No additional context provided about intent behind sales (liquidity vs. other), limiting investor insight

Insights

Securities Analyst

TL;DR: Insiders exercised vested options and executed share sales on 08/12/2025; overall activity appears routine rather than transformative.

The filing documents multiple option exercises (codes labeled M) for 9,141, 10,297 and 11,508 option rights at exercise prices of $23.65, $21.30 and $19.22 that vested fully on the first anniversary of the grant date. Concurrently, substantial open-market sales occurred: 24,064 shares at a weighted-average $31.58 and 6,882 shares at a weighted-average $31.81 (sales ranged $31.50–$32.09). These combined option-to-share transactions suggest typical insider liquidity events rather than corporate changes. No new material corporate actions, financing or disclosures of agreements are present in the Form 4 text.

Corporate Governance Expert

TL;DR: Director reported standard insider exercises and sales; disclosures meet Section 16 content requirements.

The report discloses that options vested fully per the grant terms and were exercised (or otherwise reported under Code M) on 08/12/2025, with corresponding acquisitions recorded. The filer also reported multiple share dispositions, including aggregated weighted-average sale pricing and an explicit footnote offering to supply per-transaction sale details. The form is signed by an attorney-in-fact, indicating proper execution. There are no indications of related-party transactions or other governance issues in the filing text provided.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MCKENNA TIMOTHY

(Last) (First) (Middle)

40 BURTON HILLS BOULEVARD

SUITE 415

(Street)

NASHVILLE TN 37215

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
i3 Verticals, Inc. [ IIIV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock, par value $0.0001 per share	08/12/2025		M		9,141	A	$23.65	13,017	D
Class A common stock, par value $0.0001 per share	08/12/2025		M		10,297	A	$21.3	23,314	D
Class A common stock, par value $0.0001 per share	08/12/2025		M		11,508	A	$19.22	34,822	D
Class A common stock, par value $0.0001 per share	08/12/2025		F		24,064	D	$31.58	10,758	D
Class A common stock, par value $0.0001 per share	08/12/2025		S		6,882	D	$31.81(1)	3,876	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$23.65	08/12/2025		M			9,141	(2)	06/21/2032	Class A common stock, par value $0.0001 per share	9,141	$23.65	0	D
Stock Option (Right to Buy)	$21.3	08/12/2025		M			10,297	(2)	05/12/2033	Class A common stock, par value $0.0001 per share	10,297	$21.3	0	D
Stock Option (Right to Buy)	$19.22	08/12/2025		M			11,508	(2)	02/13/2034	Class A common stock, par value $0.0001 per share	11,508	$19.22	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.50 to $32.09, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

2. The options vested fully on the first anniversary of the grant date.

Remarks:

	/s/ Paul Maple, Attorney-in-Fact for Timothy McKenna	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What transactions did Timothy McKenna report on Form 4 for IIIV?

Multiple option exercises and share trades were reported on 08/12/2025, including option rights of 9,141; 10,297; and 11,508 and share dispositions of 24,064 and 6,882 shares.

How many option rights vested and what were their exercise prices?

Options vested fully and were reported at exercise prices of $23.65 (9,141), $21.30 (10,297) and $19.22 (11,508).

What sale prices were reported for the share dispositions?

Weighted-average sale prices were $31.58 for 24,064 shares and $31.81 for 6,882 shares; the filing notes sales ranged $31.50–$32.09.

Who signed the Form 4 filing for Timothy McKenna?

The form was signed by Paul Maple, Attorney-in-Fact for Timothy McKenna on 08/14/2025.

Did the filing indicate any remaining options after the reported transactions?

The filing reports zero options remaining for the three exercised option lines following the reported transactions.