Form 8-K

8-K — VERRA MOBILITY Corp

Accession: 0001193125-26-274249

Filed: 2026-06-17

Period: 2026-06-13

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 — d33574d8k.htm (Primary)

EX-99.1 (d33574dex991.htm)

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8-K

8-K (Primary)

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8-K

VERRA MOBILITY Corp NASDAQ false 0001682745 0001682745 2026-06-13 2026-06-13

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): June 13, 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 June 13, 2026, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Verra Mobility Corporation (the “Company”) approved the grant of an equity award to Stacey Moser, who has been named the Company’s Chief Customer Officer, where she will oversee sales, account management and marketing for the Company’s Commercial Services and Government Solutions segments. The equity award was made in the form of time-vested restricted stock units (the “RSU Award”), with a grant date value of $375,000. The RSU Award will vest in two equal annual installments beginning on June 12, 2027, subject to Ms. Moser’s continued employment through each applicable vesting date, and further subject to the terms and conditions set forth in the Company’s Amended and Restated 2018 Equity Incentive Plan (as amended from time to time, the “2018 Plan”) and the related award agreement, and further subject to the following: prior to June 12, 2028, if Ms. Moser’s employment with the Company and all parent or subsidiary corporations of the Company and all of its affiliates is terminated by the Company (or its successor) for any reason other than Cause (as defined in the 2018 Plan), Ms. Moser’s death or Ms. Moser’s Disability (as defined in the 2018 Plan), any unvested portion of such RSU Award shall vest, subject to Ms. Moser’s timely execution and non-revocation of a general release of claims and separation agreement in a form provided by the Company. In addition, on June 16, 2026, the Compensation Committee approved an additional grant of time-vested restricted stock units to Ms. Moser with a grant date value of $125,000, with the same terms as the RSU Award but with vesting beginning on June 16, 2027. Ms. Moser was also granted a cash retention award of $375,000 (the “Retention Cash Award”). The Retention Cash Award will vest in two equal annual installments beginning on June 12, 2027, subject to Ms. Moser’s continued employment through each applicable vesting date. Prior to June 12, 2028, if Ms. Moser’s employment with the Company and all parent or subsidiary corporations of the Company and all of its affiliates is terminated by the Company (or its successor) for any reason other than Cause (as defined in the 2018 Plan), Ms. Moser’s death or Ms. Moser’s Disability (as defined in the 2018 Plan), any unvested portion of the Retention Cash Award shall vest and be paid to Ms. Moser, subject to Ms. Moser’s timely execution and non-revocation of a general release of claims and separation agreement in a form provided by the Company. In addition, on June 16, 2026, the Compensation Committee approved an additional cash retention award to Ms. Moser in the amount of $125,000, with the same terms as the Retention Cash Award but with vesting beginning on June 16, 2027. The foregoing awards to Ms. Moser are part of arrangements structured to retain Ms. Moser and to reflect the updated role of Ms. Moser as Chief Customer Officer. The Compensation Committee approved the arrangements in consultation with its independent compensation consultant, taking into account the Company’s retention goals and Ms. Moser’s new role.

Item 7.01

Regulation FD Disclosure.

On June 17, 2026, the Company issued a press release announcing organizational changes to accelerate transformation and enhance customer focus, including the appointment of Ms. Moser as the Company’s Chief Customer Officer. 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 June 17, 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: June 17, 2026

Verra Mobility Corporation

By:

/s/ Craig Conti

Name:

Craig Conti

Title:

Chief Financial Officer

EX-99.1

Filename: d33574dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Verra Mobility Announces Organizational Changes to Accelerate Transformation and Enhance Customer Focus

MESA, Ariz., June 17, 2026 — Verra Mobility Corporation (NASDAQ: VRRM), a leading provider of smart mobility

technology solutions, announced today organizational changes designed to accelerate the company’s transformation initiatives, strengthen customer focus and create a more agile and efficient operating model.

The company has appointed Stacey Moser as Chief Customer Officer, effective immediately. In this new role, Moser will lead sales, account management and

marketing across Verra Mobility’s Commercial Services and Government Solutions businesses, bringing together customer-facing functions under a unified leadership structure.

“Stacey is a proven leader with an unwavering commitment to our customers,” said Jon Keyser, President and Chief Executive Officer. “As

Chief Customer Officer, she will help us further embed customer-centricity throughout the organization while ensuring we remain focused on delivering exceptional value and service. Her integrity, leadership, experience and ability to drive alignment

across teams make her uniquely qualified to help lead our next phase of growth.”

“My immediate priority will be ensuring continuity for our

customers while driving greater alignment across customer-facing teams,” said Stacey Moser, Chief Customer Officer. “I look forward to working closely with leaders throughout our business to further strengthen customer relationships,

standardize processes and accelerate execution against Verra Mobility’s strategic objectives.”

This organizational change reflects

recommendations from the review by the Transformation Committee of the Board of Directors and is an acceleration of efforts Verra Mobility began earlier this year involving the implementation of a hybrid operating model that centralizes key

functions, including Human Resources, Finance, Legal, Government Relations, Engineering and Product Management, with leaders of those functions reporting directly to the CEO. Verra Mobility believes an essential step in this transformation is to

further unify operations and customer-facing teams to accelerate execution and improve responsiveness.

“The Transformation Committee has worked

closely with management to evaluate the company’s operating structure, decision-making processes and opportunities to better align resources around customer needs,” said Raj Ratnakar, chairperson of the Transformation Committee.

“Through our review, we determined that a more unified operating model will better position the Company to serve customers, improve execution, optimize our cost structure and create long-term shareholder value.”

“The Transformation Committee’s work has reinforced our belief that we can better serve

customers, make the business more cost efficient and create shareholder value through a simpler, more integrated operating model,” Keyser said. “By reducing organizational complexity and bringing our teams closer to our customers, we

believe we can move faster, improve decision-making, strengthen accountability and enhance our ability to deliver innovative solutions that address our customers’ most important needs. Our Board and leadership team remain laser-focused on

executing transformation initiatives that enhance operational effectiveness and position Verra Mobility for long-term growth.”

The company

previously disclosed that Jon Baldwin, Executive Vice President, Government Solutions, will depart Verra Mobility effective July 9, 2026. Baldwin will remain with the company through that date to support a smooth transition.

“Jon has been a deeply committed leader and has made significant contributions to Verra Mobility throughout his tenure,” said Keyser. “He

played an instrumental role in expanding our Government Solutions business, strengthening key customer relationships and securing important commercial wins, including the renewal of New York City’s automated traffic enforcement program. We

thank Jon for his dedication and many contributions to Verra Mobility and wish him continued success in his next chapter.”

As Verra Mobility

prioritizes the integration of customer-facing functions between its Commercial Services and Government Solutions businesses, the company will continue to operate T2 Systems independently. Under Lin Bo’s leadership, T2 will remain focused on

its parking customers.

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 expectations related to our organizational changes including accelerating the company’s transformation

initiatives, strengthening customer focus and creating a more agile and efficient operating model, the ability of Ms. Moser to further embed customer-centricity throughout the organization while ensuring the company remains focused on

delivering exceptional value and service, the ability of a unified operating model to better position the company to serve customers, improve execution, optimize our cost structure and create long-term shareholder value, and the company’s

ability to execute transformation initiatives that enhance operational effectiveness and position the company for long-term growth. 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.

Investor Relations Contact

Mark Zindler

mark.zindler@verramobility.com

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