VERRA MOBILITY Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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VERRA MOBILITY CORPORATION

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VERRA MOBILITY TM 2024 PROXY STATEMENT

We believe our actions have the ability to move the world. We exist to create smart mobility solutions that enable the works to move safely and easily.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 21, 2024 at 9:00 a.m. Pacific Time

Dear Stockholder:

On behalf of the board of directors (our “Board”) of Verra Mobility Corporation, it is our pleasure to invite you to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) on Tuesday, May 21, 2024 at 9:00 a.m. Pacific Time. The Annual Meeting will be completely virtual, and held for the following purposes, as more fully described in the accompanying proxy statement:

You will be able to attend the Annual Meeting, as well as vote and submit your questions during the live webcast of the meeting, by visitingwww.virtualshareholdermeeting.com/VRRM2024 and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials (the “Notice”), on your proxy card or in the instructions that accompanied your proxy materials.

We expect to mail the Notice on or about April 8, 2024, and it will contain instructions on how to access our proxy statement and annual report. The Notice will also provide instructions on how to vote via the Internet or by telephone and receive a paper copy of our proxy materials by mail.

The record date for the Annual Meeting is March 28, 2024 (the “Record Date”). Only holders of our Class A Common Stock at the close of business on the Record Date may vote at the Annual Meeting or any adjournment thereof.

Your vote is important. Whether or not you expect to attend the Annual Meeting, we urge you to vote and submit your proxy by following the voting procedures described in the proxy card. Even if you have voted by proxy, you may still vote during the Annual Meeting if you attend via the Internet. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote during the Annual Meeting, you must follow the instructions from your broker, bank or other agent. We look forward to your participation.

By order of the Board,

Jon Keyser

Executive Vice President, Chief Legal Officer and Corporate Secretary

Mesa, Arizona

April 8, 2024

VERRA MOBILITY HIGHLIGHTS

Verra Mobility delivers technology solutions and services to help make transportation safer, smarter, and more connected. As a global leader in smart mobility solutions operating on three continents, we sit at the center of the smart mobility ecosystem—bringing together vehicles, devices, information, and people to help our customers and their constituents solve complex transportation challenges.

2023 FINANCIAL PERFORMANCE

BUSINESS SEGMENTS

CORPORATE RESPONSIBILITY

Our corporate responsibility framework rests on three core pillars:

TABLE OF CONTENTS

The Verra Mobility Corporation 2024 annual meeting of stockholders (the “Annual Meeting”) will take place on Tuesday, May 21, 2024 at 9:00 a.m. Pacific Time and will be completely virtual. You are invited to attend if you are a holder of our Class A Common Stock (our “Class A Common Stock”) as of the close of business on March 28, 2024, the record date for the Annual Meeting (the “Record Date”), or hold a valid proxy. If you are a holder of our Class A Common Stock as of the Record Date, you are requested to vote on the proposals described in this Proxy Statement (this “Proxy Statement”).

You should read this entire Proxy Statement carefully before casting your vote. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statement, and references to our website addressed in this Proxy Statement are inactive textual references only. The use of the terms “Verra Mobility,” “we,” “us,” “our,” or “Company,” in this Proxy Statement refers to Verra Mobility Corporation and, where appropriate, its subsidiaries.

Forward-Looking Statements

The discussion in this Proxy Statement contains forward-looking statements within the meaning of federal securities laws. These forward-looking statements include, but are not limited to, statements concerning our future operating results and financial position, growth opportunities and trends in the markets in which we operate, and management’s plans and objectives. The words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” and “will,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on them. Actual events or results could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make.

For additional information on other potential risks and uncertainties that could cause actual results to differ from the results predicted, please see our Annual Report on Form 10-K for the year ended December 31, 2023, and subsequent quarterly reports and other filings filed with the Securities and Exchange Commission (the "SEC") from time to time. All information provided in this Proxy Statement is as of the date of this Proxy Statement and any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. Undue reliance should not be placed on the forward-looking statements in this Proxy Statement, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required by law.

Board of Directors and Corporate Governance