VERRA MOBILITY Corp

Part I, Item 1A. “Risk Factors” in our Annual Report includes a discussion of our risk factors. Other than the risk factors below, there have been no material changes from the risk factors described in our Annual Report. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future SEC filings.

Our Commercial Services and Government Solutions segments have several large customers, including NYCDOT, that account for a significant portion of our revenue, and a reduction in demand, materially different terms or pricing in new or amended agreements, or loss of one or more of such customers could have a material adverse effect on our business.

Our business experiences varying levels of customer concentration. For example, in our Government Solutions segment, NYCDOT represented approximately 15.2% and 15.4% of our total revenues for the quarters ended March 31, 2026 and 2025, respectively. Our contract with NYCDOT expired on December 31, 2025, and we entered into a new contract with NYCDOT, effective January 1, 2026, to manage New York City’s automated enforcement camera safety programs for a five-year period. The terms of the new contract are materially different than our prior contract with NYCDOT, including service level agreements, service credits, liquidated damages, cybersecurity, and subcontracting requirements. If we do not successfully perform the contract pursuant to its terms, it could have a material adverse effect on our business, financial condition, and results of operations. We may continue to rely on a small number of customers in our Government Solutions segment to represent a significant portion of our total revenues in any given period. The loss of any of our top Government Solutions customers could have a material adverse effect on our business, financial condition, and results of operations.

We also experience customer concentration in our Commercial Services segment. Three of our Commercial Services customers collectively accounted for 35.2% and 37.9% of our total revenues for the quarters ended March 31, 2026 and 2025, respectively. We face risks associated with the renewal of Commercial Services customer agreements. We are currently operating under a short-term contract extension and are engaged in contract negotiations with one of our significant Commercial Services customers which represented over 10% of our total revenue for the three months ended March 31, 2026 and the year ended December 31, 2025. There is no assurance that we will be successful in negotiating a renewal agreement and if we are unable to enter into a renewal agreement, or if we enter in a new renewal agreement and it has materially different terms and pricing that are unfavorable as compared to our current agreement, this would have a material adverse effect on our business, financial condition, and results of operations. We will enter into contract renewal discussions with our other two significant Commercial Services customers over the next eighteen months, and if we are unable to renew such customer agreements, or if the terms or pricing of such agreements are materially different from the current agreements, this would have a material impact on our business, financial condition, and results of operations.