Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Clay Whitson as Chief Strategy Officer OnSeptember 20, 2024, the Board of Directors (the “ Board”) of the Company appointed Clay Whitson, age 66, who previously served as the Company’s Chief Financial Officer, to serve in the newly-created position of Chief Strategy Officer, effective immediately. In Mr. Whitson’s new role, he will focus on capital allocation, M& A and investor relations. There will be no adjustment in Mr. Whitson’s compensation as a result of this change. Appointment of Geoff Smith as Chief Financial Officer Concurrently with the appointment of Mr. Whitson as set forth above, the Board appointed Geoff Smith, age 37, who previously served as the Company’s Senior Vice President of Finance, to serve as the Company’s Chief Financial Officer, effective immediately. In this capacity, Mr. Smith will serve as the principal financial officer of the Company, and will also continue to serve as principal accounting officer of the Company. In connection with Mr. Smith’s appointment, the Compensation Committee of the Board approved the grant of 15,000 time-based vesting restricted stock units to Mr. Smith in accordance with the terms of the Company’s 2018 Equity Incentive Plan, which restricted stock units vest ratably in four equal annual installments beginning on the first anniversary of the grant date, subject to Mr. Smith’s continued service with the Company. Additionally, the Compensation Committee of the Board approved an increase to Mr. Smith’s annual base salary to $260,500, effective as of the date of such appointment. There are no arrangements or understandings between Mr. Smith and any other persons pursuant to which he was selected as the Company’s Chief Financial Officer. There are no family relationships between Mr. Smith and any director or executive officer of the Company, and Mr. Smith has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Smith has served as the Company’s principal accounting officer since June 2021 and Senior Vice President of Finance since November 2022. He previously served as the Company’s Vice President of Finance from June 2020 to November 2022, as Controller of the Company and i3 Verticals, LLC, a subsidiary of the Company, from June 2018 to June 2020, and as Controller of i3 Verticals, LLC from July 2017 to June 2018. Prior to joining the Company, Mr. Smith’s career began at Ernst & Young, LLP in October 2010 where he served as a Manager. Mr. Smith holds a Bachelor of Science and a Masters in Accountancy from Vanderbilt University and is an inactive Certified Public Accountant in the state of Tennessee.