Form 8-K

8-K — VERRA MOBILITY Corp

Accession: 0001193125-26-239351

Filed: 2026-05-26

Period: 2026-05-26

CIK: 0001682745

SIC: 4700 (TRANSPORTATION SERVICES)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d123116d8k.htm (Primary)

EX-99.1 (d123116dex991.htm)

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8-K

8-K (Primary)

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8-K

VERRA MOBILITY Corp NASDAQ false 0001682745 0001682745 2026-05-26 2026-05-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 26, 2026

VERRA MOBILITY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-37979

81-3563824

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2046 Riverview Auto Drive, Suite 300

Mesa, Arizona

85201

(Address of principal executive offices)

(Zip Code)

(480) 443-7000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 share

VRRM

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 7.01

Regulation FD Disclosure.

On May 26, 2026, Verra Mobility Corporation (the “Company”) issued a press release that announced the Company received a termination notice from Avis Budget Group, Inc. (“Avis Budget”) regarding Avis Budget’s contract with the Company. The Company also provided revised full-year 2026 guidance. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information furnished pursuant to Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01

Other Events.

On May 26, 2026, the Company announced that it received a termination notice from Avis Budget regarding Avis Budget’s contract with the Company. Avis Budget is one of the Company’s significant Commercial Services customers and represented over 10% of the Company’s total revenue for the three months ended March 31, 2026 and year ended December 31, 2025.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description of Exhibits

99.1

Press Release, dated May 26, 2026, issued by Verra Mobility Corporation.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 26, 2026

Verra Mobility Corporation

By:

/s/ Craig Conti

Name:

Craig Conti

Title:

Chief Financial Officer

EX-99.1

Filename: d123116dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Verra Mobility Receives Termination of Agreement Notice From Avis Budget Group

Taking immediate actions to reduce costs, adapt operations, and position the business for continued growth and future opportunities

Provides revised 2026 full-year outlook

MESA, Ariz., May 26, 2026 — Verra Mobility Corporation (NASDAQ: VRRM), a leading provider of smart mobility technology

solutions, announced today that it received a termination notice from Avis Budget Group regarding its contract with Verra Mobility, effective September 2026. Verra Mobility is taking steps to reduce costs and

re-allocate certain resources associated with the customer to other customers.

“We were surprised and

disappointed to receive this notice from Avis Budget Group given our longstanding partnership and the significant time invested by both parties in ongoing extension negotiations,” said David Roberts, President and CEO of Verra Mobility.

“We are now moving decisively to reduce costs, adapt our operations, and position the business for continued growth and future opportunities.”

Mr. Roberts continued, “We are proud of the value our Commercial Services platform delivers by simplifying complex operational processes for fleet

operators and enabling customers to focus on their core business. We remain confident in the strength of our platform, our ability to continue innovating, and our capacity to meet customers’ evolving needs while mitigating the impact of this

development.”

Verra Mobility intends to protect its contractual rights, intellectual property, and business interests. Accordingly, the company is

reviewing matters related to the parties’ negotiations, the handling of confidential information, and the parties’ respective rights and obligations under their agreements.

Revised 2026 Full-Year Guidance

Based on the

Company’s year-to-date 2026 results and outlook for the remainder of the year including the aforementioned termination notice, Verra Mobility is revising its 2026

full-year financial outlook to the following:

•

Total Revenue of $985 million to $995 million

•

Adjusted EBITDA of $380 million to $385 million

•

Adjusted EPS of $1.19 to $1.25

•

Free Cash Flow of $140 million to $150 million

Underlying Assumptions for 2026 Full-Year Guidance

•

Weighted average fully diluted share count expected to be approximately 155 million shares for the full-year

2026

•

Effective tax rate (including state taxes) is expected to be 28.0% to 29.0%, with approximately $50 million

in total cash taxes expected to be paid in 2026. The effective tax rate for non-GAAP adjustments is provided in the Reconciliation of Net Income to Adjusted Net Income and Calculation of Adjusted EPS in our

most recent earnings press release dated May 6, 2026.

•

Depreciation and amortization expense expected to be approximately $125 million for 2026

•

Total interest expense, net expected to be approximately $62 million, of which approximately

$60 million is expected to be net cash interest paid

•

Change in working capital (change in operating assets and liabilities) is expected to be zero for 2026

•

Capital expenditures (purchases of installation and service parts and property and equipment) are expected to be

approximately $125 million for 2026 relating primarily to camera installations and MOSAIC implementation.

The Company currently

expects the termination to reduce Commercial Services’ 2026 annualized revenue by approximately $135 million to $145 million and 2026 annualized segment profit by approximately $120 million to $125 million, before taking

into account expected cost reduction initiatives.

About Verra Mobility

Verra Mobility Corporation (NASDAQ: VRRM) is a leading provider of smart mobility technology solutions that make transportation safer, smarter, and more

connected. The company sits at the center of the mobility ecosystem, bringing together vehicles, hardware, software, data, and people to enable safe, efficient solutions for customers globally. Verra Mobility’s transportation safety systems

and parking management solutions protect lives, improve urban and motorway mobility, and support healthier communities. The company also solves complex payment, utilization, and compliance challenges for fleet owners and rental car companies.

Headquartered in Arizona, Verra Mobility operates in the United States, Australia, Europe, and Canada. For more information, please visit www.verramobility.com.

Forward-Looking Statements

This press release contains

forward-looking statements which address our expected future business and financial performance, and may contain words such as “goal,” “target,” “future,” “estimate,” “expect,”

“anticipate,” “intend,” “plan,” “believe,” “seek,” “project,” “may,” “should,” “will” or similar expressions. Forward-looking statements

include statements regarding expected operating results and metrics, such as revenue growth and expected margins; expectations regarding the impact of the termination by Avis Budget on our business and financial outlook, including the expected

reduction in Commercial Services’ 2026 annualized revenue and 2026 annualized segment profit; our ability to reduce costs and minimize the impact of the Avis Budget termination; our ability to expand our customer base, meet the evolving needs

of our customers; expectations regarding our long-term renewals with other significant Commercial Services customers; full-year guidance for 2026, including expected total revenue, Adjusted EBITDA, Adjusted EPS, and Free Cash Flow, and the

underlying assumptions for the 2026 full-year guidance, including expected weighted average fully diluted share count, effective tax rate and cash taxes, expected depreciation and amortization expenses, expected interest expense, net and total net

cash interest, expected change in working capital, expected capital expenditures, and expected operating expenditures; and our ability to meet our long-term outlook. Forward-looking statements involve risks and uncertainties, and a number of factors

could cause actual results to differ materially from those currently anticipated. These factors include, but are not limited to, the impact of negative industry and macroeconomic conditions, including the impact of government actions and

regulations, such as tariffs, trade protection measures, military conflicts, or a

government shutdown, on our customers or Verra Mobility; customer concentration in our Commercial Services and Government Solutions segments, including risks impacting such segments such as

travel demand and legislation, and the risk of losing a customer; risks related to our contract with NYCDOT, which comprises a material portion of our revenue, including the timing of payments; risks associated with the termination of the Avis

Budget agreement and the renewal of other Commercial Services customer agreements; risks and uncertainties related to our government contracts, including legislative changes, termination rights, delays in payments, audits, and investigations;

decreases in the prevalence or political acceptance of, or an increase in governmental restrictions regarding, automated and other similar methods of photo enforcement, parking solutions, or the use of tolling; our ability to successfully implement

our acquisition strategy or integrate acquisitions; failures in or breaches of our networks or systems, including as a result of cyber-attacks or other incidents; risks and uncertainties related to our international operations and our ability to

develop and successfully market new products and technologies into new markets; our failure to acquire necessary intellectual property or adequately protect our intellectual property; our ability to manage our substantial level of indebtedness; our

ability to maintain effective internal controls over financial reporting; our ability to properly perform under our contracts and otherwise satisfy our customers; risks associated with the use of artificial intelligence and related tools; decreased

interest in outsourcing from our customers; our ability to keep up with technological developments and changing customer preferences; our ability to compete in a highly competitive and rapidly evolving market; risks and uncertainties related to our

share repurchase program; risks and uncertainties related to litigation and other disputes and regulatory investigations; our reliance on specialized third-party providers; and other risks and uncertainties indicated from time to time in documents

we filed or will file with the Securities and Exchange Commission (the “SEC”). In addition, no assurance can be given that any plan, initiative, projection, goal, commitment, expectation, or prospect set forth in this press release can

or will be achieved. This press release should be read in conjunction with the information included in our other press releases, reports, and other filings with the SEC. Additional information regarding the factors that may cause actual results to

differ materially from these forward-looking statements is available in our SEC filings, including our 2025 Annual Report on Form 10-K and first quarter 2026 Quarterly Report on Form 10-Q. These forward-looking statements speak only as of the date of this press release and except to the extent required by applicable law, we do not assume any obligation to update or revise any forward-looking

statement, whether as a result of new information, future events and developments, or otherwise. Understanding the information contained in these filings is important in order to fully understand our reported financial results and our business

outlook for future periods.

Additional Information

We periodically provide information for investors on our corporate website, www.verramobility.com, and our investor relations website, ir.verramobility.com.

We intend to use our website including our quarterly earnings presentation as a means of disclosing material

non-public information, additional financial and operating metrics and for complying with disclosure obligations under Regulation FD. Accordingly, investors should monitor our website, in addition to following

our press releases, SEC filings, public conference calls, webcasts, and social media. In addition, you may enroll to automatically receive e-mail alerts and other information about our company by visiting

“Email Alerts” under the “Investor Resources” section of the “Investors” portion of our website.

Non-GAAP Financial Measures

We disclose certain forward-looking financial measures in this press release that are

not determined in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures are not recognized measures under GAAP and are not intended

to be, and should not be, considered in isolation or as a substitute for, or superior to, financial information prepared in accordance

with GAAP. Adjusted EBITDA, Free Cash Flow, and Adjusted EPS are

non-GAAP financial measures as defined by the SEC rules. These non-GAAP financial measures may be determined or calculated differently by other companies. As a result,

they may not be comparable to similarly titled performance measures presented by other companies. We are not providing a quantitative reconciliation of Adjusted EBITDA, Adjusted EPS or Free Cash Flow which are included in our revised 2026 full-year

financial guidance above, in reliance on the “unreasonable efforts” exception for forward-looking non-GAAP measures set forth in SEC rules because certain financial information, the probable

significance of which cannot be determined, is not available and cannot be reasonably estimated without unreasonable effort and expense. In this regard, we are unable to provide a reconciliation of forward-looking Adjusted EBITDA to GAAP net income,

Adjusted EPS to net income per share and Free Cash Flow to net cash provided by operating activities, due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Due to the uncertainty of

estimates and assumptions used in preparing forward-looking non-GAAP measures, we caution investors that actual results could differ materially from these non-GAAP

financial projections.

We use non-GAAP financial measures to measure our performance from period to period, to

evaluate and fund incentive compensation programs, to manage the business and to compare our results to those of our competitors. In addition, we also believe that the non-GAAP measures we disclose provide

useful information to investors regarding financial and business trends related to our results of operations and that when non-GAAP financial information is viewed with GAAP financial information, investors

are provided with a more meaningful understanding of our ongoing operating performance, liquidity, and leverage relative to other periods. Non-GAAP measures have certain limitations as analytical tools and

should not be used as substitutes for financial information prepared in accordance with GAAP.

Investor Relations Contact

Mark Zindler

mark.zindler@verramobility.com

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