Basic earnings per share of Class A common stock is computed by dividing net income available to i3 Verticals, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income available to i3 Verticals, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock from continuing operations for the three and six months ended March 31, 2025 and 2024:


	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024		2025		2024
Basic net income (loss) per share:
Numerator
Net income (loss)	$	1,095	$	(2,302)	$	4,417	$	(6,517)
Less: Net income (loss) attributable to non-controlling interest	1,022		(593)		2,150		(1,923)
Net income (loss) attributable to Class A common stockholders	$	73	$	(1,709)	$	2,267	$	(4,594)
Denominator
Weighted average shares of Class A common stock outstanding	23,834,233		23,331,239		23,691,648		23,299,214
Basic net income (loss) per share(1)	$	0.00	$	(0.07)	$	0.10	$	(0.20)

Diluted net income per share:
Numerator
Net income attributable to Class A common stockholders	$	73			$	2,267
Reallocation of net income assuming conversion of common units(2)	—				—
Net income attributable to Class A common stockholders - diluted	$	73			$	2,267

Denominator
Weighted average shares of Class A common stock outstanding	23,834,233				23,691,648
Weighted average effect of dilutive securities(3)	299,505				389,584
Weighted average shares of Class A common stock outstanding - diluted	24,133,738				24,081,232
Diluted net income per share	$	0.00			$	0.09

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1.For the three and six months ended March 31, 2024, all potentially dilutive securities were anti-dilutive, so diluted net loss per share was equivalent to basic net loss per share. The following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net loss per share of Class A common stock for continuing operations:

a.10,091,604 and 10,092,504 weighted average shares of Class B common stock for the three and six months ended March 31, 2024, respectively, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive,

b.7,852,595 and 8,246,542 stock options for the three and six months ended March 31, 2024, respectively, were excluded because the exercise price of these stock options exceeded the average market price of our Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive, and

c.387,235 and 427,506shares for the three and six months ended March 31, 2024, respectively, resulting from estimated stock option exercises and restricted stock units vesting as calculated by the treasury stock method were excluded because of the effect of including them would have been anti-dilutive.

2.The reallocation of net income assuming conversion of common units represents the tax effected net income attributable to non-controlling interest using the effective income tax rates described in Note 10 above and assuming all common units of i3 Verticals, LLC were exchanged for Class A common stock at the beginning of the period. The common units of i3 Verticals, LLC held by the Continuing Equity Owners are potentially dilutive securities, and the computations of diluted net income per share assume that all common units of i3 Verticals, LLC were exchanged for shares of Class A common stock at the beginning of the period.

a.9,408,427 and 9,720,698 weighted average shares of Class B common stock for the three and six months ended March 31, 2025, respectively, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive, and

b.4,227,718 and 4,660,034 stock options for the three and six months ended March 31, 2025, respective, were excluded because the exercise price of these stock options exceeded the average market price of our Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock from discontinued operations for the three and six months ended March 31, 2024:


	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024		2025		2024
Basic net (loss) income per share:
Numerator
Net (loss) income	$	(326)	$	5,650	$	(540)	$	11,401
Less: Net (loss) income attributable to non-controlling interest	(99)		2,063		(175)		3,831
Net (loss) income attributable to Class A common stockholders	$	(227)	$	3,587	$	(365)	$	7,570
Denominator
Weighted average shares of Class A common stock outstanding	23,834,233		23,331,239		23,691,648		23,299,214
Basic net (loss) income per share(1)	$	(0.01)	$	0.15	$	(0.02)	$	0.32

Diluted net income per share:
Numerator
Net income attributable to Class A common stockholders			$	3,587			$	7,570
Reallocation of net income assuming conversion of common units(2)			—				2,894
Net income attributable to Class A common stockholders - diluted			$	3,587			$	10,464

Denominator
Weighted average shares of Class A common stock outstanding			23,331,239				23,299,214
Weighted average effect of dilutive securities(3)			387,235				10,520,010
Weighted average shares of Class A common stock outstanding - diluted			23,718,474				33,819,224
Diluted net income per share			$	0.15			$	0.31

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1.For the three and six months ended March 31, 2025, all potentially dilutive securities were anti-dilutive, so diluted net loss per share was equivalent to basic net loss per share. The following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net loss per share of Class A common stock for discontinued operations:

b.4,227,718 and 4,660,034 stock options for the three and six months ended March 31, 2025, respectively, were excluded because the exercise price of these stock options exceeded the average market price of our Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive.

c.299,505 and 389,584 shares for the three and six months ended March 31, 2025, respectively, resulting from estimated stock option exercises and restricted stock units vesting as calculated by the treasury stock method were excluded because of the effect of including them would have been anti-dilutive.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock from the consolidated operations for three and six months ended March 31, 2024:


	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024		2025		2024
Basic net income per share:
Numerator
Net income	$	769	$	3,348	$	3,877	$	4,884
Less: Net income attributable to non-controlling interest	923		1,470		1,975		1,908
Net (loss) income attributable to Class A common stockholders	$	(154)	$	1,878	$	1,902	$	2,976
Denominator
Weighted average shares of Class A common stock outstanding	23,834,233		23,331,239		23,691,648		23,299,214
Basic net (loss) income per share(1)	$	(0.01)	$	0.08	$	0.08	$	0.13

Diluted net income per share:
Numerator
Net (loss) income attributable to Class A common stockholders			$	1,878	$	1,902	$	2,976
Reallocation of net income assuming conversion of common units(2)			—		—		—
Net (loss) income attributable to Class A common stockholders - diluted			$	1,878	$	1,902	$	2,976

Denominator
Weighted average shares of Class A common stock outstanding			23,331,239		23,691,648		23,299,214
Weighted average effect of dilutive securities(3)			387,235		389,584		427,506
Weighted average shares of Class A common stock outstanding - diluted			23,718,474		24,081,232		23,726,720
Diluted net income per share			$	0.08	$	0.08	$	0.13

__________________________

1.For the three months ended March 31, 2025, all potentially dilutive securities were anti-dilutive, so diluted net loss per share was equivalent to basic net loss per share. The following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net loss per share of Class A common stock for discontinued operations:

b.4,227,718 stock options for the three months ended March 31, 2025, were excluded because the exercise price of these stock options exceeded the average market price of our Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive.

3.For the three months ended March 31, 2024 and the six months ended March 31, 2025 and 2024, the following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted net income per share of Class A common stock from consolidated operations:

a.10,091,604, 9,720,698 and 10,092,504 weighted average shares of Class B common stock for the three months ended March 31, 2024 and the six months ended March 31, 2025 and 2024, respectively, along with the reallocation of net income assuming conversion of these shares, were excluded because the effect would have been anti-dilutive, and

b.7,852,595, 4,660,034 and 8,246,542 stock options for the three months ended March 31, 2024 and the six months ended March 31, 2025 and 2024, respectively, were excluded because the exercise price of these stock options exceeded the average market price of our Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive.

In September 2022 the Company made the irrevocable election to settle the principal portion of its Exchangeable Notes only in cash, the Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net loss per share, if applicable. The conversion spread had a dilutive impact on diluted net loss per share of common stock when the average market price of the Company's Class A common stock for a given period exceeded the exchange price of $40.87 per share for the Exchangeable Notes. The Exchangeable Notes matured in February 2025 and we paid the entire remaining principal balance.

The Warrants sold in connection with the issuance of the Exchangeable Notes are considered to be dilutive when the average price of the Company's Class A common stock during the period exceeds the Warrants' stock price of $62.88 per share. The effect of the additional shares that may be issued upon exercise of the Warrants will be included in the weighted average shares of Class A common stock outstanding—diluted using the treasury stock method. The Warrants expire in May 2025. The Note Hedge Transactions purchased in connection with the issuance of the Exchangeable Notes are considered to be anti-dilutive and therefore do not impact our calculation of diluted net income per share. The Note Hedge Transactions expired in February 2025 upon the maturity and payment in full of the Exchangeable Notes. Refer to Note 8 for further discussion regarding the Exchangeable Notes.