[Form 4] i3 Verticals, Inc. Insider Trading Activity

i3 Verticals, Inc. (IIIV) director and Chief Strategy Officer Clay M. Whitson reported the vesting of performance-based equity.

Rhea-AI Filing Summary

i3 Verticals, Inc. (IIIV) director and Chief Strategy Officer Clay M. Whitson reported the vesting of performance-based equity. On November 14, 2025, he acquired 15,000 shares of Class A common stock at a price of $0 per share, reflecting the settlement of performance-based restricted stock units that were originally granted on September 2, 2022. These units vested after the Compensation Committee determined that specified adjusted diluted earnings per share targets were achieved. Following this transaction, Whitson beneficially owns 81,168 shares of Class A common stock. Performance-based restricted stock units tied to an additional 10,000 shares remain eligible to vest based on future fiscal year performance.

Insider Trade Summary

Grant/Award: 15,000 shares

Grant/Award 1 txn

Insider WHITSON CLAY M

Role Chief Strategy Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A common stock, par value $0.0001 per share	15,000	$0.00	$0.00

Holdings After Transaction: Class A common stock, par value $0.0001 per share — 81,168 shares (Direct)

Footnotes (1)

1. F1. Represents performance-based restricted stock units which vest based on the achievement of certain adjusted diluted earnings per share targets, which, on November 14, 2025, the Compensation Committee of the Board of Directors of the Issuer determined were achieved. Such performance-based restricted stock units were originally granted on September 2, 2022. Performance-based restricted stock units with respect to 10,000 shares of Class A common stock of the Issuer remain eligible to vest in respect of performance for future fiscal years.

FAQ

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What insider transaction did i3 Verticals (IIIV) report for Clay M. Whitson?

Clay M. Whitson, a director and Chief Strategy Officer of i3 Verticals, Inc. (IIIV), reported the acquisition of 15,000 shares of Class A common stock on November 14, 2025 through the vesting of performance-based restricted stock units.

At what price were the 15,000 i3 Verticals (IIIV) shares acquired?

The 15,000 shares of i3 Verticals Class A common stock were acquired at a price of $0 per share, reflecting settlement of previously granted performance-based restricted stock units rather than an open-market purchase.

How many i3 Verticals (IIIV) shares does Clay M. Whitson own after this transaction?

After the reported transaction, Clay M. Whitson beneficially owns 81,168 shares of i3 Verticals Class A common stock as disclosed in the filing.

What are the performance conditions tied to the vested i3 Verticals (IIIV) stock units?

The vested units are performance-based restricted stock units that depend on achieving specified adjusted diluted earnings per share targets. On November 14, 2025, the Compensation Committee determined these performance targets were achieved.

Are there remaining unvested performance-based stock units for Clay M. Whitson at i3 Verticals (IIIV)?

Yes. Performance-based restricted stock units tied to an additional 10,000 shares of i3 Verticals Class A common stock remain eligible to vest based on performance in future fiscal years.

When were the performance-based restricted stock units for i3 Verticals (IIIV) originally granted?

The performance-based restricted stock units reported in this Form 4 were originally granted on September 2, 2022, and vested in part after the achievement of the specified performance targets.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 11/17/2025 - 04:14 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

WHITSON CLAY M

(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
X	Officer (give title below)		Other (specify below)
	Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025

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	11/14/2025		A		15,000(1)	A	$0	81,168	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

Explanation of Responses:

1. Represents performance-based restricted stock units which vest based on the achievement of certain adjusted diluted earnings per share targets, which, on November 14, 2025, the Compensation Committee of the Board of Directors of the Issuer determined were achieved. Such performance-based restricted stock units were originally granted on September 2, 2022. Performance-based restricted stock units with respect to 10,000 shares of Class A common stock of the Issuer remain eligible to vest in respect of performance for future fiscal years.

Remarks:

	/s/ Paul Maple, Attorney-in-Fact for Clay M. Whitson	11/17/2025
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.