VERRA MOBILITY Corp

Previous wording

Our business experiences varying levels of customer concentration. For example, in our Government Solutions segment, NYCDOT represented approximately 21.8% and 14.7% of our total revenues for the quarters ended June 30, 2026 and 2025, respectively. 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.

Current wording

Our business experiences varying levels of customer concentration. For example, in our Government Solutions segment, NYCDOT represented approximately 24.1% and 19.5% of our total revenues for the quarters ended September 30, 2026 and 2025, respectively. 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.

Previous wording

We also experience customer concentration in our Commercial Services segment. Three of our Commercial Services customers collectively accounted for 34.3% and 36.9% of our total revenues for the quarters ended June 30, 2026 and 2025, respectively. We face risks associated with the renewal of Commercial Services customer agreements. We announced that one of our three significant Commercial Services customers had issued a notice terminating its contract with us; that customer subsequently withdrew the notice and entered into a seven-year contract extension on terms materially less favorable to us than the prior agreement, including an option for the customer to modulate its fleet volume. A second significant Commercial Services customer entered into a five-year extension, with options to extend, also on materially less favorable terms than the prior agreement and with fleet volume modulation rights. Within the next twelve months, we expect to engage in contractual renewal discussions with a third significant Commercial Services customer.

Current wording

2025, respectively. In May 2026, one of our three significant Commercial Services customers issued a termination notice with respect to its contract with us. The customer subsequently withdrew its termination notice in July 2026 and entered into a seven-year contract extension on terms that were materially less favorable to us as compared to the prior agreement, including an option for the customer to modulate its fleet volume. During the third quarter of 2026, the customer significantly reduced its fleet volume under the contract and on October 2, 2026, we exercised our option to terminate the contract, effective January 30, 2027. We may be unable to replace the revenue that was expected under this contract on a timely basis or at all. A second significant Commercial Services customer entered into a five-year contract extension, also on terms materially less favorable to us than those of the prior agreement and with fleet volume modulation rights that are subject to terms and conditions set forth in the agreement. In addition, the contract with the third significant Commercial Services customer is approaching renewal, and we are following the customer's procurement process. We may not be successful in retaining the contract or may retain it only on terms less favorable to us than the current agreement.

Previous wording

We are currently conducting a search for a new permanent CEO and managing our CEO transition with interim leadership. We depend on the services of key executives and any inability to attract and retain key management personnel could have a material adverse effect on our business.

Current wording

We are in the midst of CEO and CFO transitions, and we depend on the services of key executives. Any inability to successfully transition leadership or to attract and retain key management personnel could have a material adverse effect on our business.

Previous wording

We believe that our future success depends upon the services of our executive management team, who have critical experience and relationships that we rely on to implement our business plan and growth strategy. From time to time, there have been and may be future changes in our executive management team resulting from the hiring or departure of these executives. Following the recent departure of our Chief Executive Officer, we are currently operating under the leadership of an Interim Chief Executive Officer while our board of directors conducts a search for a permanent successor. We cannot predict how long this search process will take, whether it will result in the identification and successful onboarding of a qualified permanent candidate, or whether such a candidate will be selected from inside or outside the Company. Effective succession planning and leadership transitions are complex undertakings, and any delay in appointing a permanent Chief Executive Officer, or any perception by employees, customers, investors, or other stakeholders that our leadership is unstable, could adversely affect our business.

Current wording

We believe that our future success depends upon the services of our executive management team, who have critical experience and relationships that we rely on to implement our business plan and growth strategy. From time to time, there have been and may be future changes in our executive management team resulting from the hiring or departure of these executives. Following the departure of our former Chief Executive Officer in May 2026, we have operated under the leadership of an Interim President and Chief Executive Officer. On September 30, 2026, our Board appointed Jon Newhard as President and Chief Executive Officer, effective November 1, 2026. In addition, on October 8, 2026, Craig Conti notified us of his resignation as Executive Vice President and Chief Financial Officer, effective November 4, 2026, and the Board has retained Spencer Stuart to conduct a search for a permanent Chief Financial Officer. The Board has appointed Matthew Kvarda, a Managing Director with Alvarez & Marsal North America, LLC (“A&M”), as Interim Chief Financial Officer, effective November 5, 2026. Mr. Kvarda will provide his services pursuant to an engagement letter with A&M, will remain an employee of A&M, and is not expected to serve as our permanent Chief Financial Officer. Either we or A&M may terminate the engagement on short notice, and an interim officer may be less familiar with our business, systems and personnel than a permanent officer. We cannot predict the duration of the search or whether we will be able to identify and successfully onboard a qualified successor on a timely basis. Effective succession planning and leadership transitions are complex undertakings, and we cannot assure you that Mr. Newhard’s integration into the Company, or the transition of our Chief Financial Officer role, including the transition from an interim to a permanent Chief Financial Officer, will be successful or that our new leadership will be able to effectively implement our business plan and growth strategy.

Previous wording

We perform a goodwill and long-lived asset impairment test for each reporting unit annually, or more frequently if indicators for potential impairment exist. Indicators that are considered include significant changes in performance relative to expected operating results, significant negative industry or economic trends, or a significant decline in our stock price, and/or market capitalization for a sustained period of time. In addition, we assess the current and future economic outlook for our reporting units during the fiscal year. While we believe the assumptions used in determining whether there was impairment and the amount of any resulting impairment were reasonable and commensurate with the views of a market participant, changes in key assumptions in the future, including increasing the discount rate, lowering forecasts for revenue and operating margin, customer attrition, or lowering the long-term growth rate, could result in additional charges; similarly, one or more changes in these assumptions in future periods due to changes in circumstances could result in future impairments in one or more reporting units. We recognized a $40.4 million impairment of customer relationship, trademark and developed technology intangible assets during the three and six months ended June 30, 2026 in connection with our assessment that the estimated undiscounted cash flows of the Parking Solutions asset group were less than its carrying amount. We also recorded a $64.0 million impairment to goodwill in our Parking Solutions segment during the three and six months ended June 30, 2026 in connection with our assessment that the Parking Solutions reporting unit’s carrying value exceeded the estimated fair value and we cannot predict if or when additional future goodwill impairments may occur. Any future goodwill impairments could have material adverse effects on our operating income, net assets, or our cost of, or access to, capital, which could harm our business. See Note 4, Goodwill and Intangible Assets, in Part I, Item 1, Financial Statements, for additional information.

Current wording

We perform a goodwill and long-lived asset impairment test for each reporting unit annually, or more frequently if indicators for potential impairment exist. Indicators that are considered include significant changes in performance relative to expected operating results, significant negative industry or economic trends, or a significant decline in our stock price, and/or market capitalization for a sustained period of time. In addition, we assess the current and future economic outlook for our reporting units during the fiscal year. While we believe the assumptions used in determining whether there was impairment and the amount of any resulting impairment were reasonable and commensurate with the views of a market participant, changes in key assumptions in the future, including increasing the discount rate, lowering forecasts for revenue and operating margin, customer attrition, or lowering the long-term growth rate, could result in additional charges; similarly, one or more changes in these assumptions in future periods due to changes in circumstances could result in future impairments in one or more reporting units. We recognized a $40.4 million impairment of customer relationship, trademark and developed technology intangible assets during the nine months ended September 30, 2026 in connection with our assessment that the estimated undiscounted cash flows of the Parking Solutions asset group were less than its carrying amount. We also recorded a $64.0 million impairment to goodwill in our Parking Solutions segment during the nine months ended September 30, 2026 in connection with our assessment that the Parking Solutions reporting unit’s carrying value exceeded the estimated fair value and we cannot predict if or when additional future goodwill impairments may occur. Any future goodwill impairments could have material adverse effects on our operating income, net assets, or our cost of, or access to, capital, which could harm our business. See Note 4, Goodwill and Intangible Assets, in Part I, Item 1, Financial Statements, for additional information.