Verra Mobility adds $650K conditional severance terms

Keyser’s separation terms include $650,000 in cash severance and $2,200,110 of a retention award, subject to release conditions.

Rhea-AI Filing Summary

Verra Mobility Corporation amended its executive-transition disclosure to add terms of Jon Keyser’s separation agreement with its wholly owned subsidiary, VM Consolidated, Inc. Jon Newhard’s appointment as President and Chief Executive Officer is effective November 1, 2026; Keyser’s last workday as Interim President and Chief Executive Officer is October 31, 2026, and he is to remain a full-time Special Advisor through December 31, 2026. Subject to execution and non-revocation of required releases and the agreement’s compliance conditions, Keyser is eligible for $650,000 in cash severance plus an amount equal to 12 months of COBRA premiums, vesting of the unvested portion of his $2,250,000 restricted stock unit award, and $2,200,110 of his $3,300,000 retention award; the remaining $1,099,890 is forfeited. A $200,000 transition bonus additionally requires continued employment through December 31, 2026, release conditions and Board determination. Any fiscal 2026 annual bonus is discretionary, with no minimum guaranteed.

Filing Explained

Uncured breaches can end remaining payments and require repayment; specified change-in-control, death, or disability events accelerate the agreement’s payments and benefits.

This amendment adds a salary term to the reported transition: while employed through 2026-12-31, Jon Keyser is entitled to continued pay at an annual rate of $650,000.

The agreement provides for acceleration of its described payments and benefits if a change in control occurs before 2026-12-31, or Keyser dies or becomes disabled during the transition, subject to the agreement’s terms.

If Keyser materially breaches specified obligations and does not cure within 10 days after written notice, he will lose eligibility for further agreement payments and must repay certain amounts already received.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Annual base salary: $650,000 Cash severance: $650,000 Restricted stock unit award value: $2,250,000 +4 more

7 metrics

Annual base salary $650,000 Annual rate through the Separation Date, subject to continued employment

Cash severance $650,000 Equal to 12 months of base salary

Restricted stock unit award value $2,250,000 Award granted June 1, 2026; its unvested portion is eligible for full vesting

Cash retention award $3,300,000 Award granted June 1, 2026

Retention award payment $2,200,110 66.67% of the cash retention award

Retention award forfeiture $1,099,890 Remaining portion of the cash retention award

Transition bonus $200,000 Subject to continued employment, release conditions and Board determination

Key Terms

COBRA premiums, time-vested restricted stock unit award, Annual Incentive Plan, Supplemental Release, +2 more

6 terms

COBRA premiums regulatory

"the cost of 12 months of COBRA premiums"

time-vested restricted stock unit award financial

"unvested portion of the time-vested restricted stock unit award"

Annual Incentive Plan financial

"pursuant to the Company’s Annual Incentive Plan"

Supplemental Release regulatory

"a supplemental release of claims to be executed on or after the Separation Date"

Change in Control financial

"a Change in Control of the Company before December 31, 2026"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Section 409A regulatory

"including Section 409A of the Internal Revenue Code"

FAQ

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

What separation benefits will Verra Mobility provide Jon Keyser?

Subject to executing and not revoking the Separation Agreement and Supplemental Release, and not materially breaching specified obligations, Jon Keyser is eligible for $650,000 in cash severance, an amount equal to the cost of 12 months of COBRA premiums, full vesting of the unvested portion of his $2,250,000 restricted stock unit award, and $2,200,110 of his $3,300,000 retention award; $1,099,890 will be forfeited.

Is Jon Keyser guaranteed a 2026 annual bonus?

No minimum bonus is guaranteed. If he remains employed through December 31, 2026 and executes and does not revoke the Supplemental Release, the Compensation Committee may determine a fiscal 2026 bonus based on company performance and its discretion. The target is prorated at 75% for January 1 through June 1, 2026, and 100% for June 2 through December 31, 2026; any bonus is payable no later than March 15, 2027.

What conditions apply to Jon Keyser’s $200,000 transition bonus?

The $200,000 bonus requires Keyser to remain employed through December 31, 2026, satisfy the release conditions, and receive the Board’s reasonable, good-faith determination that he satisfactorily supported the leadership transition and met the agreement’s other performance conditions. It is payable within 30 days after the Supplemental Release becomes irrevocable and no later than March 15, 2027.

If Verra Mobility ends Jon Keyser’s employment early, does he remain eligible for separation benefits?

If VM Consolidated terminates Keyser’s employment other than for Cause before December 31, 2026, he remains eligible for the specified payments and benefits, subject to execution and non-revocation of the Supplemental Release. In that situation, he is not eligible for the bonuses described in the agreement.

What events accelerate Jon Keyser’s separation payments and benefits?

A Change in Control of Verra Mobility before December 31, 2026, or Keyser’s death or Disability during the transition period, triggers acceleration of the payments and benefits described in the agreement, subject to its terms and conditions, including Section 409A of the Internal Revenue Code.

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

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Available on EDGAR 10/05/2026 - 06:03 AM Accepted by SEC EDGAR 10/05/2026 - 06:01 AM Learn about SEC filing dates

VERRA MOBILITY Corp NASDAQ true 0001682745 0001682745 2026-09-28 2026-09-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 28, 2026

VERRA MOBILITY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		1-37979		81-3563824
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2046 Riverview Auto Drive, Suite 300
Mesa, Arizona		85201
(Address of principal executive offices)		(Zip Code)

(480) 443-7000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ 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)		(Name of each exchange on which registered)
Class A common stock, par value $0.0001 per share		VRRM		Nasdaq Capital 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. ☐

Explanatory Note

This Amendment No. 1 to Current Report on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K of Verra Mobility Corporation (the “Company”), as initially filed with the U.S. Securities and Exchange Commission on October 2, 2026 (the “Original Form 8-K”). The Original Form 8-K reported, among other items, that Jon Keyser would cease serving as Interim President and Chief Executive Officer of the Company. This Amendment amends the Original Form 8-K to supplement the Company’s disclosure under Item 5.02 of the Original Form 8-K with respect to the terms of Mr. Keyser’s separation agreement, which terms were not finalized at the time of the Original Form 8-K. Except as set forth herein, no other changes have been made to the Original Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported in the Original Form 8-K, on September 30, 2026, the Board of Directors (the “Board”) of the Company appointed Jon Newhard as President and Chief Executive Officer of the Company, effective November 1, 2026 (the “Commencement Date”). In connection with such appointment, Jon Keyser will cease serving as the Company’s Interim President and Chief Executive Officer effective immediately prior to the Commencement Date.

On October 2, 2026, VM Consolidated, Inc. (“VM Consolidated”), a wholly owned subsidiary of the Company, entered into a Separation, Transition and Release Agreement with Mr. Keyser (the “Separation Agreement”). Under the Separation Agreement, Mr. Keyser’s last day of work as the Company’s Interim President and Chief Executive Officer will be October 31, 2026, he will resign from all officer and director positions with the Company and its subsidiaries and affiliates effective November 1, 2026, and he will continue as a full-time employee in the role of Special Advisor through December 31, 2026 (the “Separation Date”) to support the Company and the Chief Executive Officer leadership transition. The parties agreed that Mr. Keyser’s separation constitutes a termination without Cause for purposes of his Executive Employment Agreement, dated as of November 8, 2022, with VM Consolidated (the “Employment Agreement”).

Subject to his continued employment as Interim President and CEO or Special Advisor, as the case may be, Mr. Keyser will receive base salary at an annual rate of $650,000 through the Separation Date. VM Consolidated may terminate Mr. Keyser’s employment before the Separation Date only for “Cause,” as defined in the Employment Agreement.

Subject to Mr. Keyser’s execution and non-revocation of the Separation Agreement and a supplemental release of claims to be executed on or after the Separation Date (the “Supplemental Release”), and provided that he has not materially breached the Separation Agreement or Sections 5 through 9 of the Employment Agreement, Mr. Keyser will receive: (i) cash severance equal to 12 months of base salary ($650,000), together with an amount equal to the cost of 12 months of COBRA premiums for him and his covered dependents, payable in installments; (ii) full vesting of the unvested portion of the time-vested restricted stock unit award with a value of $2,250,000 granted to him on June 1, 2026; and (iii) payment of $2,200,110, representing 66.67% of the $3,300,000 cash retention award granted to him on June 1, 2026. The remaining $1,099,890 of the retention award will be forfeited. If VM Consolidated terminates Mr. Keyser’s employment other than for Cause before the Separation Date, he will remain eligible for these payments and benefits, subject to his execution and non-revocation of the Supplemental Release, but he will not be eligible for the bonuses described below.

If Mr. Keyser remains employed through the Separation Date and executes and does not revoke the Supplemental Release, he will remain eligible for an annual bonus for fiscal year 2026 pursuant to the Company’s Annual Incentive Plan (the “AIP”). The Compensation Committee of the Board will determine the amount, if any, in its sole discretion, following the conclusion of fiscal year 2026, based on the Company’s performance and in accordance with the terms of the AIP and the Compensation Committee’s discretion. His target bonus opportunity will be prorated to reflect a 75% bonus target for the period from January 1 through June 1, 2026, and 100% bonus target for the period from June 2 through December 31, 2026. No minimum bonus is guaranteed, and any bonus will be paid no later than March 15, 2027. The eligibility requirement for Mr. Keyser to remain employed through the Separation Date will not apply in the event of Mr. Keyser’s death or Disability (as defined in the Employment Agreement) before the Separation Date.

Mr. Keyser will also be eligible to receive a one-time cash transition bonus of $200,000, subject to his continued employment through the Separation Date, satisfaction of the release conditions described above and the Board’s determination, in its reasonable, good-faith discretion, that he satisfactorily supported the leadership transition and satisfied the other performance conditions set forth in the Separation Agreement. Any transition bonus will be paid in a lump sum within 30 days after the Supplemental Release becomes irrevocable and in no event later than March 15, 2027.

The Separation Agreement also provides for the acceleration of the payments and benefits described above in the event of a Change in Control (as defined in the Company’s Amended and Restated 2018 Equity Incentive Plan) of the Company before December 31, 2026 or Mr. Keyser’s death or Disability during the transition period, in each case subject to the terms and conditions of the Separation Agreement, including Section 409A of the Internal Revenue Code.

The Separation Agreement also provides for Mr. Keyser’s reaffirmation of certain post-employment restrictive covenants under the Employment Agreement and contains customary release, cooperation and other provisions. If Mr. Keyser materially breaches certain of his obligations under the Separation Agreement and fails to cure such material breach during a ten (10) day cure period after receiving written notice from VM Consolidated of such breach, he will not be entitled to any further payments under the Separation Agreement and will be required to repay certain payments previously received.

The foregoing summary of the Separation Agreement is qualified in its entirety by reference to the full text and terms of the Separation Agreement, which is filed as Exhibit 10.1 to this Amendment and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits.

Exhibit Number		Description of Exhibits
10.1		Separation, Transition and Release Agreement, dated as of October 2, 2026, by and between VM Consolidated, Inc. and Jon Keyser
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 5, 2026				Verra Mobility Corporation
				By:		/s/ Craig Conti
				Name:		Craig Conti
				Title:		Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 76.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB