EARNINGS PER SHARE (Tables)

6 Months Ended

Mar. 31, 2026

Schedule of Reconciliations of the Numerators and Denominators Used to Compute Basic and Diluted Earnings Per Share

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, 2026 and 2025:


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Basic net income per share:
Numerator
Net income	$	2,194	$	2,323	$	3,279	$	5,113
Less: Net income attributable to non-controlling interest	730		1,304		1,239		2,239
Net income attributable to Class A common stockholders	$	1,464	$	1,019	$	2,040	$	2,874
Denominator
Weighted average shares of Class A common stock outstanding	21,798,840		23,834,233		22,747,267		23,691,648
Basic net income per share	$	0.07	$	0.04	$	0.09	$	0.12

Diluted net income per share:
Numerator
Net income attributable to Class A common stockholders	$	1,464	$	1,019	$	2,040	$	2,874
Reallocation of net income assuming conversion of common units(1)(2)	557		—		—		—
Net income attributable to Class A common stockholders – diluted	$	2,021	$	1,019	$	2,040	$	2,874

Denominator
Weighted average shares of Class A common stock outstanding	21,798,840		23,834,233		22,747,267		23,691,648
Weighted average effect of dilutive securities(2)	8,783,747		299,505		909,373		389,584
Weighted average shares of Class A common stock outstanding – diluted	30,582,587		24,133,738		23,656,640		24,081,232
Diluted net income per share	$	0.07	$	0.04	$	0.09	$	0.12

__________________________

1.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.

2.For the three and six months ended March 31, 2026 and 2025, 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 for continuing operations:

a.9,408,427, 8,381,681 and 9,720,698 weighted average shares of Class B common stock for the three months ended March 31, 2025 and the six months ended March 31, 2026 and 2025, respectively, along with the reallocation of associated net income assuming conversion of these shares (which 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), were excluded because the effect would have been anti-dilutive and

b.4,812,850, 4,227,718, 3,381,943 and 4,660,034 stock options for the three months ended March 31, 2026 and 2025 and for the six months ended March 31, 2026 and 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.

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, 2026 and 2025:


	Three Months Ended March 31,			Six Months Ended March 31,
	2026(1)	2025		2026		2025
Basic net loss per share:
Numerator
Net loss		$	(1,554)	$	(138)	$	(1,236)
Less: Net loss attributable to non-controlling interest		(381)		(46)		(264)
Net loss attributable to Class A common stockholders		$	(1,173)	$	(92)	$	(972)
Denominator
Weighted average shares of Class A common stock outstanding		23,834,233		22,747,267		23,691,648
Basic net loss per share		$	(0.05)	$	0.00	$	(0.04)

Diluted net loss per share:
Numerator
Net loss attributable to Class A common stockholders		$	(1,173)	$	(92)	$	(972)
Reallocation of net loss assuming conversion of common units(2)(3)		—		(35)		—
Net loss attributable to Class A common stockholders – diluted		$	(1,173)	$	(127)	$	(972)

Denominator
Weighted average shares of Class A common stock outstanding		23,834,233		22,747,267		23,691,648
Weighted average effect of dilutive securities(3)		—		8,381,681		—
Weighted average shares of Class A common stock outstanding – diluted		23,834,233		31,128,948		23,691,648
Diluted net loss per share		$	(0.05)	$	0.00	$	(0.04)

__________________________

1.There was no net income from discontinued operations during the three months ended March 31, 2026.

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.

3.For the three months ended March 31, 2025 and the six months ended March 31, 2026 and 2025, the following securities were excluded from the weighted average effect of dilutive securities in the computation of diluted earnings per share of Class A common stock from discontinued operations:

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 associated net income assuming conversion of these shares (which 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), were excluded because the effect would have been anti-dilutive,

b.4,227,718, 3,381,943 and 4,660,034 options to purchase shares of Class A common stock for the three months ended March 31, 2025 and the six months ended March 31, 2026 and 2025, respectively, were excluded because the exercise price of these options

exceeded the average market price of the Company's Class A common stock during the period (“out-of-the-money”) and the effect of including them would have been anti-dilutive, and

c.299,505, 909,373 and 389,584 shares of Class A common stock for the three months ended March 31, 2025 and the six months ended March 31, 2026 and 2025, respectively, resulting from estimated stock option exercises and restricted stock units vesting as calculated by the treasury stock method were excluded because 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 consolidated operations for three and six months ended March 31, 2026 and 2025:


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Basic net income (loss) per share:
Numerator
Net income	$	2,194	$	769	$	3,141	$	3,877
Less: Net income attributable to non-controlling interest	730		923		1,193		1,975
Net income (loss) attributable to Class A common stockholders	$	1,464	$	(154)	$	1,948	$	1,902
Denominator
Weighted average shares of Class A common stock outstanding	21,798,840		23,834,233		22,747,267		23,691,648
Basic net income (loss) per share(1)	$	0.07	$	(0.01)	$	0.09	$	0.08

Diluted net income per share:
Numerator
Net income attributable to Class A common stockholders	$	1,464			$	1,948	$	1,902
Reallocation of net income assuming conversion of common units(2)(3)	557				—		—
Net income attributable to Class A common stockholders – diluted	$	2,021			$	1,948	$	1,902

Denominator
Weighted average shares of Class A common stock outstanding	21,798,840				22,747,267		23,691,648
Weighted average effect of dilutive securities(3)	8,783,747				909,373		389,584
Weighted average shares of Class A common stock outstanding – diluted	30,582,587				23,656,640		24,081,232
Diluted net income per share	$	0.07			$	0.08	$	0.08

__________________________

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 from consolidated operations:

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

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, and

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

3.For the three months ended March 31, 2026 and the six months ended March 31, 2026 and 2025, 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.8,381,681 and 9,720,698 weighted average shares of Class B common stock for the six months ended March 31, 2026 and 2025, respectively, along with the reallocation of associated net income assuming conversion of these shares (which 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), were excluded because the effect would have been anti-dilutive, and

b.4,812,850, 3,381,943 and 4,660,034 stock options for the three months ended March 31, 2026 and the six months ended March 31, 2026 and 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.