EARNINGS PER SHARE (Tables)

12 Months Ended

Sep. 30, 2025

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:


	Year ended September 30,
	2025		2024		2023
Basic and diluted net income (loss) per share:
Numerator
Net income (loss)	$	5,618	$	(16,045)	$	(24,808)
Less: Net income (loss) attributable to non-controlling interests	1,991		(5,191)		(8,192)
Net income (loss) attributable to Class A common stockholders	$	3,627	$	(10,854)	$	(16,616)
Denominator
Weighted average shares of Class A common stock outstanding	23,911,250		23,419,421		23,137,586
Basic and diluted net income (loss) per share(2)	$	0.15	$	(0.46)	$	(0.72)

Dilutive net income per share:
Numerator
Net income attributable to Class A common stockholders - diluted(1)	$	3,627
Denominator
Weighted average shares of Class A common stock outstanding	23,911,250
Weighted average effect of dilutive securities(1)	1,159,588
Weighted average shares of Class A common stock outstanding - diluted	25,070,838
Diluted net income per share	$	0.14

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1.For the year ended September 30, 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:

a.9,114,846 shares of weighted average Class A common stock along with the reallocation of 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 13 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.3,421,605 stock options 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.

2.For the years ended September 30, 2024 and 2023, 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 earnings per share of Class A common stock:

a.10,067,399 and 10,109,247 shares of weighted average Class A common stock for the years ended September 30, 2024 and 2023, respectively, along with the reallocation of 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 13 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.7,701,564 and 5,580,144 options to purchase shares of Class A common stock for the years ended September 30, 2024 and 2023, 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.392,343 and 723,898 shares of Class A common stock for the years ended September 30, 2024 and 2023, 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 discontinued operations:


	Year ended September 30,
	2025		2024		2023
Basic net income per share:
Numerator
Net income	$	20,885	$	191,175	$	22,156
Less: Net income attributable to non-controlling interests	6,639		66,980		6,351
Net income attributable to Class A common stockholders	$	14,246	$	124,195	$	15,805
Denominator
Weighted average shares of Class A common stock outstanding	23,911,250		23,419,421		23,137,586
Basic net income per share(3)	$	0.60	$	5.30	$	0.68

Dilutive net income per share:
Numerator
Net income attributable to Class A common stockholders	$	14,246
Reallocation of net income assuming conversion of common units(1)	5,066
Net income attributable to Class A common stockholders - diluted	$	19,312
Denominator
Weighted average shares of Class A common stock outstanding	23,911,250
Weighted average effect of dilutive securities(2)	10,274,434
Weighted average shares of Class A common stock outstanding - diluted	34,185,684
Diluted net income per share	$	0.56

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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 13 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 years ended September 30, 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:

a.3,421,605 stock options 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 years ended September 30, 2024 and 2023, net income (loss) from continuing operations attributable to i3 Verticals, Inc. was in a loss position, so diluted net income per share of Class A common stock for discontinued operations is computed in the same manner as basic net income per share of Class A common stock for discontinued operations. 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 discontinued operations:

b.7,701,564 and 5,580,144 stock options for the years ended September 30, 2024 and 2023, respectively, were excluded because the exercise price of these stock 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

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:


	Year ended September 30,
	2025		2024		2023
Basic net income (loss) per share:
Numerator
Net income (loss)	$	26,503	$	175,130	$	(2,652)
Less: Net income (loss) attributable to non-controlling interests	8,630		61,789		(1,841)
Net income (loss) attributable to Class A common stockholders	$	17,873	$	113,341	$	(811)
Denominator
Weighted average shares of Class A common stock outstanding	23,911,250		23,419,421		23,137,586
Basic net income (loss) per share	$	0.75	$	4.84	$	(0.04)

Dilutive net income (loss) per share:
Numerator
Net income (loss) attributable to Class A common stockholders	$	17,873	$	113,341	$	(811)
Reallocation of net income (loss) assuming conversion of common units(1)	6,586		46,978		(1,391)
Net income (loss) attributable to Class A common stockholders - diluted	$	24,459	$	160,319	$	(2,202)
Denominator
Weighted average shares of Class A common stock outstanding	23,911,250		23,419,421		23,137,586
Weighted average effect of dilutive securities(2)	10,274,434		10,459,742		10,109,247
Weighted average shares of Class A common stock outstanding - diluted	34,185,684		33,879,163		33,246,833
Diluted net income (loss) per share	$	0.72	$	4.73	$	(0.07)

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2.For the years ended September 30, 2025, 2024 and 2023 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:

a.3,421,605, 7,701,564 and 5,580,144 stock options for the years ended September 30, 2025, 2024 and 2023, respectively, were excluded because the exercise price of these stock 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

b.723,898 shares for the year ended September 30, 2023 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.