Business Context and Reporting Period
Company: i3 Verticals, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 12, 2026
Reporting Period: Event date of May 12, 2026
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on a corporate action regarding share repurchases.
Material Changes
- New Share Repurchase Authorization: The Board of Directors approved a new program to repurchase up to $100 million of Class A common stock.
- Program Replacement: This new authorization replaces the prior program adopted on February 5, 2026, which has been fully expended.
- Termination Date: The program will terminate on the earlier of May 11, 2027, or upon full expenditure of the $100 million authorization.
Guidance, Outlook, and Management Commentary
Execution Method: Repurchases may be conducted via open market transactions, privately negotiated transactions, or Rule 10b5-1 plans.
Constraints and Discretion:
- Repurchases are subject to prevailing market conditions, liquidity, and cash flow considerations.
- Transactions must comply with applicable securities laws (including Rule 10b-18 and Rule 10b5-1) and contractual restrictions under the Company's credit facility.
- The program does not obligate the Company to acquire a specific number of shares and may be extended, modified, suspended, or discontinued at any time at the Company's discretion.
Risks and Contingencies: The filing notes that repurchases are contingent on liquidity and cash flow, as well as compliance with the Company's credit facility.
Investor Verification Checklist
- Verify the current outstanding share count to assess the potential impact of a $100 million buyback on share dilution.
- Review the Company's most recent 10-Q or 10-K to confirm available cash and liquidity levels sufficient to fund the program.
- Examine the terms of the Company's credit facility to understand any covenants that might restrict repurchase activity.
- Monitor future filings for actual repurchase activity and the timing of execution.