Verra Mobility Corporation

Item 1A. Risk Factors

Part I, Item 1A. Risk Factors in our Annual Report includes a discussion of our risk factors. Other than the risk factors below, there have been no material changes from the risk factors described in our Annual Report. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future SEC filings.

Our Commercial Services and Government Solutions segments have several large customers, including NYCDOT,  that account for a significant portion of our revenue, and a reduction in demand, materially differentless favorable terms or pricing in new or amended agreements as compared to the current agreements, or the loss o, even temporarily, of one or more of such customers has and could have in the future a material adverse effect on our business.

Our business experiences varying levels of customer concentration. For example, in our Government Solutions segment, NYCDOT represented approximately 15.221.8% and 15.44.7% of our total revenues for the quarters ended March 31June 30, 2026 and 2025, respectively. Our contract with NYCDOT expired on December 31, 2025, and we enWe entered into a new contract with NYCDOT, effective January 1, 2026, to manage New York Citys automated enforcement camera safety programs for a five-year period. The terms of the new contract are materially different than our prior contract with NYCDOT, including service level agreements, service credits, liquidated damages, cybersecurity, and subcontracting requirements. If we do not successfully perform the contract pursuant to its terms, it could have a material adverse effect on our business, financial condition, and results of operations. We may continue to rely on a small number of customers in our Government Solutions segment to represent a significant portion of our total revenues in any given period. The loss of any of our top Government Solutions customers could have a material adverse effect on our business, financial condition, and results of operations.

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We also experience customer concentration in our Commercial Services segment. Three of our Commercial Services customers collectively accounted for 35.24.3% and 376.9% of our total revenues for the quarters ended March 31June 30, 2026 and 2025, respectively. We face risks associated with the renewal of Commercial Services customer agreements. We are currently operating under a snnounced that one of our three significant Commercial Services customers had issued a notice terminating its contract with us; that customer 

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subsequently withort-termdrew the notice and entered into a seven-year contract extension and are engaged in contract negotiaton terms materially less favorable to us than the prior agreement, including an option for the customer to modulate its fleet volume. A second significant Commercial Services customer entered into a five-year extensions, with one of our siptions to extend, also on materially less favorable terms than the prior agreement and with fleet volume modulation rights. Within the next twelve months, we expect to engage in contractual renewal discussions with a third significant Commercial Services customers which repr. 

Fluctuations in fleet volume under thesented over 10% of our tot arrangements could cause our revenue, results of operations, and cash flows to vary from period to period and could have a material revenue for tadverse effect on our business, financial condition, and results of operations. Additionally, any failure to renew the three months ended Maird customer's agreement on favorable terms or at all or any future termination of such contracts could have a material adverse effect on our business, financial condition, and results of operations.

We are currently conducting a search 31, 2026 and the year ended December 31, 2025. There is no assurance thfor a new permanent CEO and managing our CEO transition with interim leadership. We depend on the services of key executives and any inability to attract and retain key management personnel could have a material adverse effect on our business.

We believe that our future success depends upon the services of our executive management team, who have critical experience and relationships that we will be successfulrely on to implement our business plan and growth strategy. From time to time, there have been and may be future changes in negotiatiour executive management team resulting from the hiring or departure of these executives. Following athe renewal agreement and if we are unable to entercent departure of our Chief Executive Officer, we are currently operating under the leadership of an Interim Chief Executive Officer while our board of directors conducts a search for a permanent successor. We cannot predict how long this search process will take, whether it will result in the identification and successful onboarding of a qualified permanent candidate, or whether such a candidate will be selected from into a renewal agreement, or if we enter in a new renewalside or outside the Company. Effective succession planning and leadership transitions are complex undertakings, and any delay in appointing a permanent Chief Executive Officer, or any perception by employees, customers, investors, or other stakeholders that our leadership is unstable, could adversely affect our business.

Additionally, as our business grows, we may need to attract and hire additional management personnel. We have employment agreement and it has mas with some members of senior management that include non-competition provisions; however, we cannot prevent our executives from terially different terms and pricminating their employment and may not be able to fully enforce non-competition provisions limiting former executives or key personnel from competing that are unfavorable as compared to our current agreewith us following any departure. Moreover, we do not carry key-man life insurance on the lives of our executive officers, employees, or advisors. Our ability to retain our key management personnel or to identify and attract additional management personnel or suitable replacements is dependent on a number of factors, including the competitive nature of the employment market and our industry. Any failure to retain key management personnel or to attract additional or suitable replacement, this wou personnel has and in the future could cause uncertainty among investors, employees, customers, and others concerning our future direction and performance and could have a material adverse effect on our business, financial condition, and results of operations. We

Our goodwill enterand into contraangible assets have been subject to impairment and may be subject renewal discussto further impairment in the future, which could have a material adverse effect on our results of operations with our other two significant Commercial Services cu, financial condition, or future operating results. 

We perform a goodwill and long-lived asset impairment test for each reporting unit annually, or more frequently if indicators for potential impairment exist. Indicators that are considered include significant changes in performance relative to expected operating results, significant negative industry or economic trends, or a significant decline in our stomers over tck price, and/or market capitalization for a sustained period of time. In addition, we assess the next eighteen months, and if we are ucurrent and future economic outlook for our reporting units during the fiscal year. While we believe the assumptions used in determining whether there was impairment and the amount of any resulting impairment were reasonable to renew such customer agreementsand commensurate with the views of a market participant, changes in key assumptions in the future, including increasing the discount rate, lowering forecasts for revenue and operating margin, customer attrition, or lowering the long-term growth rate, could result in additional charges; similarly, or if the terms or pricing ne or more changes in these assumptions in future periods due to changes in circumstances could result in future impairments in one or more reporting units. We recognized a $40.4 million impairment of such agreements are customer relationship, trademark and developed technology intangible assets during the three and six months ended June 30, 2026 in connection with our assessment that the estimaterially different from the currend undiscounted cash flows of the Parking Solutions asset group were less than its carrying amount. We also recorded a $64.0 million impairment to goodwill in our Parking Solutions segment during the three and six months ended June 30, 2026 in connection with our assessment that the Parking Solutions reporting units carrying value exceeded the estimated fair value and we cannot predict if or when additional future goodwill impairments may occur. Any future goodwill impairments could have material adverse effects on our operating income, net agressets, or our cost of, or access to, capital, which could harm our business. See Note 4, Goodwill and Intangible Assets, in Part I, Item 1, Financial Statements, this wfor additional information.

We are subject to securities litigation, which is expensive and could have a adversely impact our business. 

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In June 2026, a putative securities class action comaterial impact on plaint was filed against us and certain of our officers. The case is pending. See Note 13, Commitments and Contingencies, included in Part I, Item 1, Financial Statements in this Report for more information. Litigation of this type is expensive and could result in substantial cost and divert resour ces from our business, fin regardless of the outcome of such litigation, which could have an adverse effect on our business, financial condition, and results of operations. or prospects. Any adverse determination in litigation could also subject us to significant liabilities.