i3 Verticals (IIIV) Proxy Filing summary

Executive summary

• Annual meeting scheduled for March 3, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Proxy materials are available online to reduce environmental impact and costs.

• Only holders of Class A and Class B common stock as of January 2, 2026, are eligible to vote.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight directors for one-year terms, ratifying Deloitte & Touche LLP as auditor for FY 2026, and a non-binding advisory vote on executive compensation.

• Proposals require a plurality or majority of votes, depending on the item; broker discretionary voting is only allowed for auditor ratification.

• Shareholders can submit proposals or director nominations for the 2027 meeting by following advance notice and disclosure requirements.

Board of directors and corporate governance

• Board consists of eight members, with a majority being independent under Nasdaq rules.

• Board leadership combines CEO and Chairman roles, with a Lead Independent Director providing oversight.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent membership.

• Directors receive annual cash and equity compensation, with RSUs replacing options for FY 2025.

• Board diversity includes one female and one African-American director.