i3 Verticals (IIIV) CSO Clay Whitson gets 180,000 options, tax shares withheld

Rhea-AI Filing Summary

i3 Verticals, Inc. reported routine insider equity activity by Chief Strategy Officer and director Clay M. Whitson. On February 11, 2026, 4,337 Class A shares were withheld at $21.88 per share to cover taxes on 10,000 vesting restricted stock units originally granted on February 11, 2025.

Following this tax-withholding disposition, Whitson directly owned 70,928 Class A shares. On February 10, 2026, he also received a grant of 180,000 stock options with a $23.09 exercise price, expiring February 10, 2036, which vest in five equal annual installments, subject to continued service.

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^*

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)
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		4,337(1)	D	$21.88	70,928	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 Clay M. Whitson	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’s Clay M. Whitson report on this Form 4?

Clay M. Whitson reported a tax-withholding share disposition and a large option grant. 4,337 Class A shares were withheld to cover taxes on vesting RSUs, and he received 180,000 stock options with a $23.09 exercise price, vesting annually over five years.

How many i3 Verticals (IIIV) shares does Clay M. Whitson own after the reported transactions?

After the transactions, Clay M. Whitson directly owns 70,928 Class A shares. This figure reflects the 4,337 shares disposed to cover tax obligations upon RSU vesting, as shown in the filing’s non-derivative securities table and related explanatory footnote.

What are the key terms of Clay M. Whitson’s new IIIV stock option grant?

Whitson was granted 180,000 stock options with a $23.09 exercise price. The options expire on February 10, 2036 and vest in five equal annual installments beginning on the first anniversary of the grant date, contingent on his continued service with i3 Verticals.

Was the IIIV insider share disposition an open-market sale?

No, the disposition reflects shares withheld to cover tax liabilities. The 4,337 Class A shares were withheld when 10,000 restricted stock units vested, as described in the footnote, rather than being sold in a discretionary open-market transaction.

What roles does Clay M. Whitson hold at i3 Verticals (IIIV)?

Clay M. Whitson serves as both a director and Chief Strategy Officer. The Form 4 identifies him as a reporting person in these capacities, and the equity transactions reported relate to his direct ownership and compensation from i3 Verticals, Inc.