Item 2.02. Results of Operations and Financial Condition. On August 8, 2024, i3 Verticals, Inc. (the “ Company”) issued a press release announcing the results of its operations for the three and nine months ended June 30, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference into this Item 2.02. The Company has also prepared a supplemental presentation (the “ Supplemental Presentation”) providing certain supplemental financial information for the three and nine months ended June 30, 2024. A copy of the Supplemental Presentation is furnished as Exhibit 99.2 hereto and is hereby incorporated by reference into this Item 2,02. A copy of the Supplemental Presentation is also available on the Investors section of the Company’s website, www. i3verticals. com.

Item 8.01. Other Events. On August 8, 2024, in the press release issued by the Company announcing the results of its operations for the three and nine months ended June 30, 2024, as noted above, the Company also announced that its Board of Directors had approved a new share repurchase program for the Company’s Class A common stock, under which the Company may repurchase up to $50 million of outstanding shares of Class A common stock. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. This share repurchase program will terminate on the earlier of August 8, 2025, or when the maximum dollar amount under this authorization has been expended. Pursuant to this authorization, repurchases may be made from time to time in the open market, through privately negotiated transactions, or otherwise. In addition, any repurchases under the authorization will be subject to prevailing market conditions, liquidity and cash flow considerations, applicable securities laws requirements (including under Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as applicable), and other factors. Taking into account restrictions under the Company’s credit agreement, the Company does not anticipate making any repurchases under this authorization until the closing of the transactions under the securities purchase agreement dated as of June 26, 2024, entered into by the Company with Payroc Buyer, LLC, a Delaware limited liability company ("Payroc"), whereby Payroc would acquire the Company’s merchant of record payments business, including its associated proprietary technology. This share repurchase program does not require the Company to acquire any amount of shares of Class A common stock, and may be extended, modified, suspended or discontinued at any time.

Item 9.01. Financial Statements and Exhibits. (d)Exhibits: