i3 Verticals Inc

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed under the heading Risk Factors in our Form 10-K for the fiscal year ended September 30, 2024 filed with the SEC on November 25, 2024;, except as set forth below.

Rapidly evolving domestic and global conditions which are beyond our control could materially adversely affect our business, operations, and results of operations.

U.S. and international markets are experiencing uncertain and volatile economic and geopolitical conditions, including from the impacts of military conflict in the Middle East, Russian aggression in Ukraine, the current disputetensions between India and Pakistan, tariff and trade-related developments, budgetary and political pressures to reduce government spending, sustained inflation, elevated interest rate levels, threats orpossible recession concerns of recession, and supply chain disruptions.

For example, the U.S. government has recently imposed tariffs on certain foreign products and has raised the possibility of imposing significant, additional tariff increases, which has resulted in a deterioration of trade relations of the United States with various countries, including Canada. In connection therewith, we have business operations in Canada, and the determination of Canadian governmental authorities or businesses to cancel or not renew contracts, or otherwise reduce business, with U.S. companies as a result of current trade tensions with the United States, as has been advocated by certain Canadian governmental authorities, could adversely impact our financial results.

Additionally, we have a significant number of employees in India who assist us in various respects, primarily in connection with the development of intellectual property. In the event that the current disputetensions between India and Pakistan escalates, including in a manner that results in military conflict, this could limit the ability of these employees to assist us for a significant period of time, disrupt our operations, and otherwise adversely impact our business and financial results.

Further, there is ongoing uncertainty regarding government budget and spending levels as a result of political developments and other factors. In this regard, the current presidential administration has implemented the Department of Government Efficiency, an advisory commission focused on restructuring and streamlining government agencies and reducing or eliminating regulations and federal government programs and other expenditures, which has also given rise to separate efforts at the state level to reduce government spending. As a result of the fact that a significant portion of our revenue is received from state and local governmental authorities, reductions in government spending at the state and local level could adversely impact our financial results and business.

These conditions make it extremely difficult for us to accurately forecast and plan future business activities. Moreover, if these business, macroeconomic or political conditions continue or worsen, our business, financial condition and results of operations could be materially adversely affected. In addition, our business, financial condition and results of operations could be materially adversely affected by outbreaks of illnesses, epidemics or pandemics, climate-related events, including extreme weather events and natural disasters, riots, strikes, civil

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insurrection or social unrest, terrorist or criminal activities, or other catastrophic events or other political and economic instability.

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There are certain risks associated with the sale of our Healthcare RCM Business which was completed in May 2025.

In May 2025, we completed the sale of our Healthcare RCM Business. There is no assurance that we will be able to execute on our strategy in connection with, or realize the anticipated benefits from, the disposition of our Healthcare RCM Business. Moreover, there are post-closing risks associated with the ancillary agreements entered into by us at the closing, including the transition services agreement, the employee leasing agreement, an and the restrictive covenant agreement. In addition, pursuant to the Healthcare RCM Purchase Agreement, we agreed to indemnify Infinx with respect to certain matters, which could result in liability to us following the closing. Further, we are now highly dependent on the success of our remaining Public Sector business.

Due to the saleeffects of our discontinued operations for the Healthcare RCM Business, the Companys consolidated financihistorical statements inof operations included in this rprior periodic report and in prior s are not be comparable to the Companys condensed consolidated statements of operiodic reations included in this Quarterly Reports  on Form 10-Q and will not be comparable to the Companys future's condensed consolidated financial resulstatements of operations included in future periodic reports.

The consodensed consolidated financial statements of toperations of the Company included in this Quarterly Report on Form 10-Q and in reflect the Companys prior results of the Healthcare RCM Business in discontinued operiodic reations. The condensed consolidated balance sheets contained in this Quarterly Reports do not  on Form 10-Q include the resultsassets of continuing operations as well as the assets of the Healthcare RCM Business in di, and the Companys condensed consolidated statements of cash flows include the cash flows of both the continuing and discontinued operations and as such these results are inof the Company (including the results of the Healthcare RCM Business) for the periods presented. The Companys historical condensed consolidated statements of operations included in continuingprior periodic reports do not reflect reporting of discontinued operations for the Healthcare RCM Business. Accordingly, the financialsuch historical condensed consolidated statements inof operations included in this report and in priprior periodic reports willare not be comparable to the consodensed consolidated financial statements inof operations included in future this Quarterly Report on Form 10-Q or to the consodensed consolidated financial resulstatements of the Company,operations which will reflect the Healthcabe included in future RCM Business as discontinued operations.periodic reports of the Company.

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