NTRB issues 3.0M Series A Preferred; 10M shares now authorized

Q: How many Series A Preferred shares were distributed to shareholders?

3,008,643 shares, issued at a rate of one preferred for every four common shares.

Q: When can the Series A Preferred convert into common stock?

Each share becomes convertible 1-for-1 after FDA approval of AVERSA-based transdermal products.

Q: How many Series A Preferred shares are now authorized?

The Board increased the authorization to 10,000,000 shares via a Certificate of Correction filed 21 Jul 2025.

[Form 4] i3 Verticals, Inc. Insider Trading Activity

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nutriband Inc. (Nasdaq: NTRB) filed a Form 8-K announcing two capital-structure actions.

Item 3.02 鈥� Unregistered Sales: On 5 Aug 2025 the company issued a stock dividend of 3,008,643 non-voting Series A Convertible Preferred shares to shareholders of record as of 25 Jul 2025, at one preferred share for every four common shares. Fractional shares were rounded down. The shares are restricted and held by Equinity Trust until they become convertible and are registered for trading.

Item 5.03 鈥� Charter Amendment: The Board, acting under Nevada law without shareholder approval, created the Series A class on 9 Jul 2025 and later increased the authorization to 10 million shares via a Certificate of Correction filed 21 Jul 2025. Each Series A share will convert 1-for-1 into common stock only after FDA approval of AVERSA-based transdermal products. Preferred holders are entitled to any dividends declared on either the preferred or common classes.

The dividend rewards current shareholders but, if fully issued and converted, could significantly expand the common share base once regulatory milestones are achieved.

Positive

3,008,643 Series A Preferred shares issued as a free dividend, giving existing holders upside linked to FDA approval.
Conversion is contingent on regulatory success, aligning potential dilution with a value-creating milestone.

Negative

Authorization of up to 10 million convertible preferred shares introduces substantial future dilution risk once conditions are met.
Series A class was created and issued without shareholder approval, raising possible governance concerns.

Insights

TL;DR: Dividend grants optionality now, but authorizing 10 M convertible preferred sets stage for post-FDA dilution; overall neutral impact.

The 3.0 M Series A shares distributed at no cost immediately enhance shareholder upside should AVERSA products secure FDA approval. Conversion is conditional, so no dilution occurs until a value-creating catalyst materialises. However, expanding the authorization to 10 M shares raises the ceiling for future dilution and signals management鈥檚 intent to preserve financing flexibility. Because the Board acted without a shareholder vote, governance-focused investors may scrutinise the move. Near-term cash flows remain unchanged; impact hinges entirely on regulatory outcomes, keeping the news fundamentally neutral at this stage.

08/07/2025 - 04:49 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DAILY GREGORY S

(Last)

(First)

(Middle)

40 BURTON HILLS BOULEVARD

SUITE 415

(Street)

NASHVILLE

37215

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
i3 Verticals, Inc. [ IIIV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B common stock, par value $0.0001 per share	08/06/2025		G⁽¹⁾		335,511	D	$0	4,170,657⁽²⁾	D
Class B common stock, par value $0.0001 per share	08/06/2025		G⁽¹⁾		335,511	A	$0	335,511⁽²⁾	I	By CFD 2025 Exempt Irrevocable Trust⁽³⁾
Class B common stock, par value $0.0001 per share								2,449,437⁽²⁾	I	By Daily Family Investment, LLC⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	⁽⁵⁾	08/06/2025		G⁽⁶⁾			335,511	⁽⁵⁾⁽⁷⁾	⁽⁵⁾⁽⁷⁾	Class A common stock, par value $0.0001 per share	335,511	$0	4,170,657	D
Common Units	⁽⁵⁾	08/06/2025		G⁽⁶⁾		335,511		⁽⁵⁾⁽⁷⁾	⁽⁵⁾⁽⁷⁾	Class A common stock, par value $0.0001 per share	335,511	$0	335,511	I	By CFD 2025 Exempt Irrevocable Trust⁽⁸⁾
Common Units	⁽⁵⁾							⁽⁵⁾⁽⁷⁾	⁽⁵⁾⁽⁷⁾	Class A common stock, par value $0.0001 per share	2,449,437		2,449,437	I	By Daily Family Investment, LLC⁽⁹⁾

Explanation of Responses:

1. The Reporting Person transferred these shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock") of i3 Verticals, Inc. (the "Issuer") to the CFD 2025 Exempt Irrevocable Trust (the "CFD Trust"), for no consideration.

2. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock are cancellable for no consideration on a one-to-one basis upon any redemption of the common units in i3 Verticals, LLC (the "Common Units") for shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of the Issuer.

3. Represents shares of Class B Common Stock of the Issuer held by the CFD Trust, of which the Reporting Person's spouse is trustee and beneficiary. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. Represents shares of Class B Common Stock held by Daily Family Investment, LLC ("DFI"), of which the Reporting Person serves as tax matters partner. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. The Common Units may be redeemed by the Reporting Person at any time for an equal number of shares of 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 Reporting Person's redemption of a Common Unit for Class A Common Stock, any corresponding share of Class B Common Stock will be cancelled.

6. The reporting person transferred these Common Units to the CFD Trust for no consideration.

7. All Common Units are fully vested and have no expiration date.

8. Represents Common Units held by CFD Trust. The Reporting Person disclaims beneficial ownership of such Common Units except to the extent of his pecuniary interest therein.

9. Represents Common Units held by DFI. The Reporting Person disclaims beneficial ownership of such Common Units except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Paul Maple, Attorney-in-Fact for Gregory S. Daily	08/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Source:

FAQ

What event did Nutriband (NTRB) report in its 8-K dated 5 Aug 2025?

The company disclosed a stock dividend of 3,008,643 Series A Preferred shares and an amendment authorizing up to 10 M such shares.

How many Series A Preferred shares were distributed to shareholders?

3,008,643 shares, issued at a rate of one preferred for every four common shares.

When can the Series A Preferred convert into common stock?

Each share becomes convertible 1-for-1 after FDA approval of AVERSA-based transdermal products.

Are the Series A Preferred shares currently tradeable?

No. They are restricted and held by Equinity Trust until conversion eligibility and SEC registration are completed.

How many Series A Preferred shares are now authorized?

The Board increased the authorization to 10,000,000 shares via a Certificate of Correction filed 21 Jul 2025.

Did shareholders vote on creating the Series A Preferred class?

No. The Board approved the amendment without shareholder action under Nevada statute 78.315.

AG真人官方

[Form 4] i3 Verticals, Inc. Insider Trading Activity

Insights

FAQ

What event did Nutriband (NTRB) report in its 8-K dated 5 Aug 2025?

How many Series A Preferred shares were distributed to shareholders?

When can the Series A Preferred convert into common stock?

Are the Series A Preferred shares currently tradeable?

How many Series A Preferred shares are now authorized?

Did shareholders vote on creating the Series A Preferred class?

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[Form 4] i3 Verticals, Inc. Insider Trading Activity

Insights

Financial Analyst neutral

FAQ

What event did Nutriband (NTRB) report in its 8-K dated 5 Aug 2025?

How many Series A Preferred shares were distributed to shareholders?

When can the Series A Preferred convert into common stock?

Are the Series A Preferred shares currently tradeable?

How many Series A Preferred shares are now authorized?

Did shareholders vote on creating the Series A Preferred class?

NASDAQ:IIIV

IIIV Rankings

IIIV Latest News

IIIV Latest SEC Filings

IIIV Stock Data