i3 Verticals (IIIV) CFO granted 180,000 stock options and RSU tax shares withheld

Rhea-AI Filing Summary

i3 Verticals, Inc. reported insider compensation activity for its Chief Financial Officer, Geoffrey C. Smith. On February 10, 2026, he received a grant of 180,000 stock options with an exercise price of $23.09 per share, vesting in five equal annual installments starting on the first anniversary of the grant and expiring on February 10, 2036.

On February 11, 2026, 4,338 shares of Class A common stock were withheld to cover taxes upon the vesting of 10,000 restricted stock units originally granted on February 11, 2025. After this tax-withholding disposition, he directly beneficially owned 56,295 shares of Class A common stock.

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

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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^*

SMITH GEOFFREY C.

(Last) (First) (Middle)

40 BURTON HILLS BLVD.

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/11/2026		F		4,338(1)	D	$21.88	56,295	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)	$23.09	02/10/2026		A		180,000		(2)	02/10/2036	Class A common stock, par value $0.0001 per share	180,000	$0	180,000	D

Explanation of Responses:

1. Reflects the shares withheld to cover the payment of taxes following the vesting of 10,000 restricted stock units originally granted on February 11, 2025.

2. The options vest ratably in five equal annual installments beginning on the first anniversary of the grant date, subject to the Reporting Person's continued service with the Issuer.

Remarks:

	/s/ Paul Maple, Attorney-in-Fact for Geoffrey C. Smith	02/12/2026
	** 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).
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FAQ

What insider transactions did IIIV CFO Geoffrey C. Smith report?

Geoffrey C. Smith reported a grant of 180,000 stock options and a tax-withholding share disposition. The company withheld 4,338 shares of Class A common stock to cover taxes after 10,000 restricted stock units vested, leaving him with 56,295 directly owned shares.

How many stock options were granted to IIIV’s Chief Financial Officer?

The Chief Financial Officer received 180,000 stock options. These options have an exercise price of $23.09 per share, vest in five equal annual installments beginning on the first anniversary of the grant date, and are exercisable through February 10, 2036, subject to continued service.

What was the purpose of the 4,338 IIIV shares disposed of in this filing?

The 4,338 shares were withheld to pay taxes due when 10,000 restricted stock units vested. This tax-withholding disposition did not represent an open-market sale but rather satisfied the reporting person’s tax liability arising from the vesting event.

How many IIIV Class A common shares does the CFO own after these transactions?

After the reported transactions, the Chief Financial Officer directly beneficially owned 56,295 shares of Class A common stock. This total reflects the 4,338 shares withheld for taxes following RSU vesting, as disclosed in the Form 4 insider transaction report.

What are the key terms of the 180,000 IIIV stock options granted?

The 180,000 stock options have a $23.09 exercise price and expire on February 10, 2036. They vest in five equal annual installments starting one year after the grant date, contingent on the CFO’s continued service with i3 Verticals, Inc.

Did the IIIV CFO sell any shares on the open market in this Form 4?

The filing shows shares withheld for taxes, not an open-market sale. Specifically, 4,338 Class A shares were retained by the company to cover tax obligations triggered by vesting of 10,000 restricted stock units previously granted to the Chief Financial Officer.