12/12/2025 | Press release | Distributed by Public on 12/12/2025 15:51
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Units | (4) | 12/10/2025 | S(5) | 7,550 | (4) | (4) | Class A common stock, par value $0.0001 per share | 7,550 | $24.5 | 0 | I | By wife(2) | |||
| Common Units | (4) | 12/10/2025 | P(5) | 7,550 | (4) | (4) | Class A common stock, par value $0.0001 per share | 7,550 | $24.5 | 268,207 | D | ||||
| Common Units | (4) | (4) | (4) | Class A common stock, par value $0.0001 per share | 40,176 | 40,176 | I | By Front Street Equities, LLC(6) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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WILDS DAVID M 40 BURTON HILLS BOULEVARD SUITE 415 NASHVILLE, TN 37215 |
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| /s/ Paul Maple, Attorney-in-Fact for David M. Wilds | 12/12/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer and the Limited Liability Company Agreement of i3 Verticals, LLC, upon a permitted transfer of common units of i3 Verticals, LLC, the transferor must also transfer an equivalent number of shares of the Issuer's Class B common stock, par value $0.0001 per share ("Class B Common Stock") to the transferee. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. |
| (2) | This Form 4 shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any securities held solely by the Reporting Person's spouse. |
| (3) | Represents shares of Class B Common Stock held by Front Street Equities, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose. |
| (4) | The Common Units may be redeemed by the holder at any time for an equal number of shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") or, at the election of i3 Verticals, LLC, cash equal to the volume-weighted average market price of such shares. Upon the redemption of a Common Unit for Class A Common Stock, any corresponding share of Class B Common Stock will be cancelled. The Common Units have no expiration date. |
| (5) | Represents permitted transfer of Common Units pursuant to the Limited Liability Company Agreement of i3 Verticals, LLC from Reporting Person's wife to Reporting Person for $24.50 per Common Unit. |
| (6) | Represents Common Units held by Front Street Equities, LLC. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and the inclusion of these Common Units in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose. |