Form 8-K

8-K — VERRA MOBILITY Corp

Accession: 0001193125-26-422342

Filed: 2026-10-15

Period: 2026-10-08

CIK: 0001682745

SIC: 4700 (TRANSPORTATION SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d416091d8k.htm (Primary)

EX-99.1 (d416091dex991.htm)

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8-K

8-K (Primary)

Filename: d416091d8k.htm · Sequence: 1

8-K

VERRA MOBILITY Corp NASDAQ false 0001682745 0001682745 2026-10-08 2026-10-08

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): October 8, 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 8, 2026, Craig Conti notified Verra Mobility Corporation (the “Company”) that he will resign as Executive Vice President and Chief Financial Officer of the Company, effective November 4, 2026, to pursue another opportunity in a different industry. Mr. Conti’s decision to leave the Company was not related to the Company’s financial or operating results or to any disagreements with the Company regarding its financial, operational, accounting or reporting policies or practices. The Company has initiated a search process to identify a successor Chief Financial Officer.

Item 7.01

Regulation FD Disclosure.

On October 15, 2026, the Company issued a press release announcing Mr. Conti’s departure, the anticipated release of its third quarter 2026 financial results and a reaffirmation of its 2026 full-year outlook. 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 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description of Exhibits

99.1

Press Release, dated October 15, 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: October 15, 2026

Verra Mobility Corporation

By:

/s/ Craig Conti

Name:

Craig Conti

Title:

Chief Financial Officer

EX-99.1

Filename: d416091dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Verra Mobility Announces CFO Transition

Reaffirms Full-Year 2026 Outlook

Third Quarter 2026 Financial Results to be Reported on October 30, 2026

MESA, Ariz., Oct. 15, 2026— Verra Mobility Corporation (NASDAQ: VRRM), a leading provider of smart mobility technology solutions, today announced

that Craig Conti will step down as Executive Vice President and Chief Financial Officer to pursue a role at a private company outside of Verra Mobility’s industry, effective November 4, 2026.

The Board has begun a comprehensive search process with the assistance of a leading executive search firm, Spencer Stuart, to fill the CFO position on a

permanent basis. Verra Mobility expects to appoint an interim CFO.

“I am grateful for Craig’s leadership, partnership and contributions to

the Company,” said Jon Keyser, Interim President and CEO of Verra Mobility. “On behalf of all of us at Verra Mobility, I wish him well in his next chapter.”

Mr. Conti’s departure is not related to the Company’s financial or operating results or to any disagreements with the Company regarding its

financial, operational, accounting or reporting policies or practices.

In addition, the Company is reaffirming the 2026 full-year outlook it presented on

August 5, 2026.

Third Quarter 2026 Financial Results & Full-Year 2026 Outlook

Verra Mobility will report its financial results for the third quarter ended September 30, 2026 before market open on October 30, 2026. Given the

pending leadership transitions, Verra Mobility does not intend to hold a conference call in connection with the release of its third quarter financial results. The Company expects to resume its customary quarterly earnings conference calls beginning

with its fourth quarter and full-year 2026 results.

# # #

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 North America, Europe, Asia and Australia. 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 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 our plans to fill the CFO position on a permanent basis and to appoint an interim CFO, any other statements about our management’s future expectations, beliefs, goals, plans or prospects, and all statements other

than historical facts. 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 inflation and higher interest rates, the impact of government actions and regulations, such as tariffs, trade protection measures, and military conflicts, on our customers or Verra Mobility;

customer concentration in our Commercial Services and Government Solutions segments, including risks impacting these 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 fluctuations in fleet volume under our arrangements with our significant Commercial Services customers; risks associated with the renewal of

Commercial Services customer agreements or termination of any such contracts; risks related to the contractual renewal discussions with our third significant Commercial Services customer; 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; risks related to our goodwill and intangible assets, which have been

subject to impairment and may be subject to further impairment in the future; our ability to properly perform under our contracts and otherwise satisfy our customers; risks associated with the use of artificial intelligence (“AI”) and

related tools and our ability to achieve expected benefits from AI; our ability to incorporate AI into our business and transform our data into valuable insights, deliver more intelligent software and hardware, improve the efficiency of our

operations and create a new generation of AI-enabled transportation solutions that strengthens customer outcomes, improves roadway safety and increases the long-term value of our technology platform; 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, including pending securities 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 and second quarter

2026 Quarterly Reports 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.

Media Relations:

Investor Relations:

Valerie Schneider

Mark Zindler

valerie.schneider@verramobility.com

mark.zindler@verramobility.com

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