WHITSON CLAY M 4

What Happened Clay M. Whitson, Chief Strategy Officer and a director of i3 Verticals, received a 180,000-share derivative award (reported at $0.00 per share) on 2026-02-10. On 2026-02-11, 4,337 shares were disposed/withheld at $21.88 per share to cover taxes, generating proceeds of about $94,894. The 4,337-share withholding relates to the vesting of 10,000 restricted stock units (RSUs); after withholding, approximately 5,663 shares were issued to Whitson from that RSU vesting.

Key Details

• Transaction dates: Award reported 2026-02-10; tax withholding/disposition on 2026-02-11. Form 4 filed 2026-02-12 (timely).
• Award: 180,000-share derivative award reported at $0.00 per share (code A).
• Withholding/sale: 4,337 shares disposed/withheld at $21.88 each, total ~$94,894 (code F) to cover taxes on 10,000 vested RSUs.
• Vesting terms: Footnote indicates the options (derivative award) vest ratably in five equal annual installments beginning one year after the grant date.
• Shares owned after transaction: Not disclosed in the provided filing.
• Filing status: Timely (filed two days after the reported transaction date).

Context

• The 180,000-share entry is a derivative compensation award subject to vesting; per the footnote, vesting occurs over five years, so the award is not fully liquid immediately.
• The 4,337-share disposition was a tax-withholding action tied to RSU vesting, a routine administrative sale that does not necessarily signal a change in insider sentiment.