i3 Verticals, Inc.IIIV
i3 Verticals, Inc. Earnings Per Share Disclosure
EARNINGS PER SHARE
Basic earnings per share of Class A common stock is computed by dividing net income available to i3 Verticals, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income available to i3 Verticals, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.
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 | |||||||||||||||
____________________
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 | |||||||||||||||
__________________________
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:
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, were excluded because the effect would have been anti-dilutive,
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
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 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) | |||||||||||
__________________________
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, 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.
Since in September 2022 the Company made the irrevocable election to settle the principal portion of its Exchangeable Notes only in cash, the Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. The conversion spread would have a dilutive impact on diluted net income per share of common stock when the average market price of the Company's Class A common stock for a given period exceeds the exchange price of $40.87 per share for the Exchangeable Notes. The Exchangeable Notes matured in February 2025 and the Company paid the entire remaining principal balance.
The Warrants sold in connection with the issuance of the Exchangeable Notes are considered to be dilutive when the average price of the Company's Class A common stock during the period exceeds the Warrants' stock price of $62.88 per share. The effect of the additional shares that may have been issued upon exercise of the Warrants would be included in the weighted average shares of Class A common stock outstanding—diluted using the treasury stock method. The Note Hedge Transactions purchased in connection with the issuance of the Exchangeable Notes were considered to be anti-dilutive and therefore did not impact our calculation of diluted net income per share. The Note Hedge Transactions expired in February 2025 upon the maturity and payment in full of the Exchangeable Notes. Refer to Note 11 for further discussion regarding the Exchangeable Notes.
Shares of the Company's Class B common stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Nov 21, 2025 | Showing above |
| 2020 | Nov 23, 2020 | |
About Earnings Per Share Disclosures
The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.
Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.