i3 Verticals, Inc. 8-K

What Happened

• i3 Verticals, Inc. (IIIV) filed an 8-K on February 5, 2026 announcing that its Board approved a new share repurchase program authorizing up to $60.0 million to buy back Class A common stock. The authorization replaces a prior program under which the authorized amount had been fully expended.
• The company also furnished a supplemental presentation (Exhibit 99.2) providing supplemental financial information for the three months ended December 31, 2025 and issued a related press release (Exhibit 99.1). The filing notes that the disclosures in Items 2.02 and 7.01 (and Exhibits 99.1/99.2) are furnished, not “filed,” for purposes of Section 18 of the Exchange Act.

Key Details

• Board approval date: February 5, 2026.
• Buyback authorization: up to $60.0 million (exclusive of fees/commissions).
• Program term: expires on the earlier of February 4, 2027 or when the $60M authorization is exhausted.
• Repurchase methods: open market, privately negotiated transactions, Rule 10b5-1 plans; subject to market conditions, liquidity/cash flow, securities laws, and credit facility restrictions.
• Supplemental financials cover the three months ended December 31, 2025 (furnished as Exhibit 99.2).

Why It Matters

• A $60M buyback is a capital-allocation action that can support the share price and return capital to shareholders, but it does not obligate the company to repurchase any specific amount and is subject to financial and legal constraints.
• The supplemental financial presentation gives investors more detail on recent quarterly performance (three months ended Dec 31, 2025); because the materials are furnished (not “filed”), they are disclosed for investor information but carry the specific legal framing noted in the 8-K.
• Investors should review the furnished Exhibits 99.1 and 99.2 and consider the buyback in context of the company’s cash position, credit facility terms, and broader earnings/quarterly results.