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VERRA MOBILITY Corp

For the period ended Dec 31, 2024. Filed Feb 27, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 27, 2025

VRRM$2.19-5.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

For the fiscal year ended December 31,2024

Or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from___________ to___________.

Commission File Number 001-37979

(Exact name of registrant as specified in its charter)

Delaware81-3563824
(State of Incorporation)(I.R.S. Employer Identification No.)
1150 North Alma School Road Mesa, Arizona85201
(Address of Principal Executive Offices)(Zip Code)

(480)443-7000

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

(Title of Each Class)(Trading Symbol)(Name of Each Exchange on Which Registered)
Class A Common Stock, par value $0.0001 per shareVRRMNasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No☒

The aggregate market value of the voting and non‑voting common equity held by non‑affiliates of the registrant on June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, computed by reference to the closing price reported on the Nasdaq Capital Market on such date was $4,445,976,517 (163,455,019 shares at a closing price per share of $27.20).

As of February 21, 2025, the registrant had 159,593,852 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement to be filed in connection with its annual meeting of stockholders to be held May 20, 2025 are incorporated by reference into Part III of this Form 10-K.

FORM 10-K

For the Fiscal Year Ended December 31, 2024

INDEX

PART I4
Item 1. Business4
Item 1A. Risk Factors12
Item 1B. Unresolved Staff Comments34
Item 1C. Cybersecurity35
Item 2. Properties36
Item 3. Legal Proceedings37
Item 4. Mine Safety Disclosures37
PART II38
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities38
Item 6. [Reserved]40
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations41
Item 7A. Quantitative and Qualitative Disclosures About Market Risk55
Item 8. Financial Statements and Supplementary Data56
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure97
Item 9A. Controls and Procedures97
Item 9B. Other Information98
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections98
PART III99
Item 10. Directors, Executive Officers and Corporate Governance99
Item 11. Executive Compensation99
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters99
Item 13. Certain Relationships and Related Transactions, and Director Independence99
Item 14. Principal Accountant Fees and Services99
PART IV100
Item 15. Exhibit and Financial Statement Schedules100
SIGNATURES107
POWER OF ATTORNEY108
Appendix A, Schedule II109

As used in this Annual Report on Form 10-K (“Annual Report”), the terms “Verra Mobility,” the “Company,” “we,” “us,” or “our” refer to Verra Mobility Corporation and its consolidated subsidiaries.

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