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 1723, 2025

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.)


1150 N. Alma School Road Mesa, Arizona (Address of principal executive offices)	85201 (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 12.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

~~ABL~~On ~~Credit~~October ~~Agreement~~29, 2025, Verra Mobility Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

OnItem October 17, 2025 (the “Closing Date”), certain direct and indirect wholly owned subsidiaries of Verra Mobility Corporation (the “Company”), including Greenlight Acquisition Corporation (“Holdings”), VM Consolidated, Inc7.01 Regulation ~~(“VM~~FD ~~Consolidated”), certain U~~Disclosure.S. subsidiaries of VM Consolidated, as borrowers (collectively with VM Consolidated, the “ABL Borrowers”), and certain other U.S. subsidiaries of VM Consolidated, as subsidiary guarantors (the “ABL Guarantors”), entered into the Amended and Restated Revolving Credit Agreement (the “ABL Credit Agreement”) with Bank of America, N.A., as a lender and as administrative agent and collateral agent (in such agent capacities, the “Agent”) and the other lenders from time to time party thereto. The ABL Credit Agreement provides for a $150 million senior secured asset-based revolving credit facility with a $35 million sublimit for the issuance of letters of credit (the “ABL Facility”), and matures on October 17, 2030 (subject to an earlier maturity date of 91 days prior to the April 15, 2029 maturity date of VM Consolidated’s $350 million 5.50% Senior Notes due 2029 in the event that such senior notes remain outstanding as of such earlier maturity date). The ABL Credit Agreement amends and restates the Revolving Credit Agreement, dated as of March 1, 2018 (as previously amended, the “Existing ABL Credit Agreement”), among Holdings, the ABL Borrowers, the ABL Guarantors, the Agent and the lenders from time to time party thereto, which provided for a $125 million senior secured asset-based revolving credit facility with a maturity date of December 20, 2026. As of the Closing Date, there were no outstanding loans and approximately $3.74 million of outstanding letters of credit under the ABL Facility.

~~Availability~~The ofCompany ~~the~~will ~~$150~~host ~~million~~a ofconference ~~loan~~call ~~commitments~~and ~~under~~live ~~the~~webcast ~~ABL~~to ~~Facility~~discuss isits ~~determined~~third ~~from~~quarter ~~time~~2025 tofinancial ~~time~~results on ~~the~~October ~~basis of a borrowing base valuation of certain domestic inventory~~29, ~~accounts receivable and cash balances~~2025, asat ~~reduced~~5:00 byp.m. ~~certain~~Eastern ~~reserves that may be in effect from~~ time ~~to time~~. ~~Aggregate~~Live ~~borrowings~~ and ~~letter~~archived ofwebcasts ~~credit issuances under the ABL Facility are not permitted to exceed the periodic valuations~~ of the ~~borrowing~~presentation ~~base.~~will ~~Outstanding~~also ~~borrowings~~be ~~under~~available ~~the ABL Facility accrue interest at per annum rate equal to SOFR plus a margin ranging from 1.25% to 1.75% or a base rate plus a margin ranging from 0.25% to 0.75%, in each case, depending~~ on the ~~quarterly~~Company’s ~~average~~investor ~~undrawn~~relations ~~availability~~website ~~under~~at ~~the ABL Facility in the prior quarter~~ir. ~~The unused commitment fee payable on the unused portion of the ABL Facility is (x) 0~~verramobility.~~375%~~com, ~~when~~although ~~quarterly average usage was less than 50% of~~ the ~~loan~~Company ~~commitments~~reserves in the ~~prior~~right ~~quarter or (y) 0.250%, when quarterly average usage of the ABL Facility was greater than or equal~~ to ~~50%~~discontinue ofthat ~~the~~availability ~~loan~~at ~~commitments~~any ~~in the prior quarter~~time.

~~Subject~~On toOctober ~~certain~~29, ~~exceptions~~2025, ~~each of VM Consolidated’s existing and future direct and indirect wholly owned domestic subsidiaries are required to become subsidiary borrowers or subsidiary guarantors in respect of~~ the ~~ABL~~Company ~~Facility.~~posted ~~The~~supplemental ~~obligations~~investor ofmaterials ~~the ABL Borrowers and the ABL Guarantors are secured by liens~~ on ~~substantially~~its ~~all~~investor ofrelations ~~their assets~~website. InThe ~~the event that the~~ Company ~~elects~~uses toits ~~add~~investor ~~certain~~relations ~~Canadian~~website ~~subsidiaries~~ as ~~guarantors~~a means of ~~the~~disclosing ~~ABL~~material ~~Facility~~non-public ~~in the future~~information, ~~the~~announcing ~~ABL~~upcoming ~~Credit~~investor ~~Agreement provides for the ability to borrow loans in Canadian Dollars~~conferences, and for ~~assets~~complying ofwith ~~such~~its ~~Canadian~~disclosure ~~subsidiaries~~obligations tounder beRegulation ~~included in borrowing base determinations~~FD. ~~The~~ ~~ABL Credit Agreement also provides for the option~~Accordingly, ~~subject~~investors toshould ~~receiving~~monitor ~~additional commitments from lenders and~~ the ~~satisfaction~~Company’s ofinvestor ~~certain~~relations ~~conditions,~~website toin ~~increase~~addition ~~the loan commitments under the ABL Facility by up~~ to anfollowing ~~amount~~its ~~equal~~press toreleases, ~~the~~SEC ~~greater~~filings, ofand ~~(x)~~public ~~$75~~conference ~~million~~calls and ~~(y) the amount by which the borrowing base exceeds the aggregate commitments at such time~~webcasts.

The ~~ABL~~information ~~Credit~~being ~~Agreement~~furnished ~~contains~~pursuant ~~customary~~to ~~covenants~~Item ~~that limit~~2.02, ~~absent~~including ~~lender~~Exhibit ~~approval~~99.1, ~~the ability of the ABL Borrowers~~ and ~~their~~Item ~~subsidiaries~~7.01 ~~to,~~of ~~among~~this ~~other~~Current ~~things,~~Report ~~pay~~on ~~cash~~Form ~~dividends,~~8-K ~~incur~~(this ~~debt,~~“Report”) ~~create~~shall ~~liens~~not ~~and~~be ~~encumbrances,~~deemed ~~redeem~~“filed” orfor ~~repurchase~~purposes ~~stock,~~of ~~enter~~Section ~~into~~18 ~~certain~~of ~~acquisition~~the ~~transactions~~Securities orExchange ~~transactions~~Act ~~with~~of ~~affiliates~~1934, ~~merge,~~as ~~dissolve,~~amended ~~change~~ (the ~~nature~~“Exchange ~~of their business~~Act”), ~~make investments,~~ or ~~dispose~~otherwise ~~of assets. Such restrictions are~~ subject to ~~certain~~the ~~negotiated~~liabilities ~~exceptions~~of that ~~permit~~section, ~~the ABL Borrowers~~ and ~~their~~shall ~~subsidiaries~~not tobe ~~undertake~~incorporated ~~otherwise~~by ~~restricted~~reference ~~activities~~into ~~if certain conditions are satisfied. In addition, if at~~ any ~~time~~other ~~unused~~document ~~availability~~filed under the ~~ABL~~Securities ~~Facility~~Act ~~is less than the greater~~ of ~~(i)~~1933, ~~10.0%~~as ofamended (the ~~aggregate~~“Securities ~~loan commitments and (ii~~Act”) ~~$15 million~~, VMor ~~Consolidated~~the isExchange ~~required~~Act, toexcept ~~maintain~~as aexpressly ~~minimum~~set ~~consolidated~~forth ~~fixed~~by ~~charge~~specific ~~coverage~~reference ~~ratio~~in ~~of not less than 1.0 to 1.0 until~~ such ~~time as unused availability exceeds such threshold for a period of thirty consecutive days~~filing.

~~The~~Item ABL Credit Agreement contains customary events of default including, among other things, for failure to pay obligations when due, material misrepresentations, violations of affirmative or negative covenants, bankruptcy events, and material judgments that are not stayed or discharged8.01 Other Upon an event of default, the lenders may, subject to various customary cure rights and the terms of an intercreditor agreement (the “ABL Intercreditor Agreement”) governing the ABL Facility and the Term Loan (as defined below), require the immediate payment of all amounts outstanding and foreclose on collateralEvents.

~~The~~On ~~foregoing~~October ~~description~~23, ~~does~~2025, ~~not~~the ~~constitute~~Board aof ~~complete~~Directors ~~summary~~ of the ~~terms~~Company authorized the repurchase of up to an additional $150.0 million of its outstanding shares of Class A common stock, par value $0.0001 per share (the ~~ABL~~“Common ~~Credit~~Stock”), ~~Agreement~~under ~~and~~its isexisting ~~qualified~~share repurchase program authorized in ~~its~~May ~~entirety~~2025. byThis ~~reference~~additional toauthorization, together with the ~~full~~$100.0 ~~text~~million ofavailable under the ~~ABL~~initial ~~Credit~~authorization, ~~Agreement~~provides the Company with an aggregate $250.0 million available for repurchases. Under the repurchase program, athe ~~copy~~Company may purchase shares of ~~which~~Common isStock ~~filed~~from time to time until November 13, 2026 through open market purchases, in privately negotiated transactions or by other means, including through trading plans intended to qualify under Rule 10b5-1 of the Exchange Act, and accelerated share repurchase agreements, each as ~~Exhibit~~permitted 10under applicable rules and regulations.1 toThe ~~this~~amount ~~Current~~and ~~Report~~timing of repurchases will be determined at the Company’s discretion and will depend on ~~Form~~a ~~8-K~~variety of factors, including price, general business and ismarket ~~incorporated~~conditions, byapplicable ~~reference~~legal ~~herein~~requirements, and alternative investment opportunities.

2The repurchase program does not obligate the Company to acquire any particular amount of Common Stock, or at any specific time intervals and may be modified, suspended, or terminated at any time at the Company’s discretion.

~~Term~~Forward-Looking ~~Loan Agreement~~Statements

OnThis Report contains forward-looking statements within the ~~Closing~~meaning ~~Date,~~of ~~Holdings,~~Section VM27A ~~Consolidated,~~of ~~certain~~the USecurities Act and Section 21E of the Exchange Act.S. ~~subsidiaries~~All statements contained in this Report other than statements of VMhistorical ~~Consolidated~~fact, asincluding ~~borrowers~~statements ~~(collectively~~regarding ~~with~~expectations VMconcerning ~~Consolidated~~the stock repurchase program are forward-looking statements. The words “believe,” ~~the~~“may,” “~~Term~~will,” ~~Loan~~“estimate,” ~~Borrowers~~“continue,”) “anticipate,” ~~and~~“intend,” ~~certain~~“expect,” ~~other~~“could,” ~~U.S.~~“would,” ~~subsidiaries~~“project,” of“plan,” VM“potentially,” ~~Consolidated~~“preliminary,” as“likely,” ~~subsidiary~~and ~~guarantors~~similar (expressions, and the ~~“Term~~negative ~~Loan~~of ~~Guarantors”)~~these expressions, ~~entered~~are ~~into~~intended ~~the~~to ~~Amendment~~identify ~~and~~forward-looking ~~Restatement~~statements. ~~Agreement~~The ~~No.~~future 2events ~~(the~~discussed ~~“Restatement~~in ~~Agreement”)~~this toReport ~~the~~may ~~Amended~~not occur and ~~Restated~~actual ~~First~~results ~~Lien~~could ~~Term~~differ ~~Loan~~materially ~~Credit~~and ~~Agreement~~adversely ~~dated~~from asthose ofanticipated ~~March~~or ~~26,~~implied ~~2021~~in ~~(as~~the ~~amended~~forward-looking ~~prior~~statements. Factors that could cause actual results to differ include the ~~Closing~~risks ~~Date,~~and ~~the~~uncertainties ~~“Existing~~described ~~Term~~in ~~Loan~~Part ~~Agreement”~~I, ~~and~~Item ~~the~~1A. ~~Existing~~“Risk ~~Term~~Factors” ~~Loan~~of ~~Agreement~~our asAnnual ~~amended~~Report ~~and~~on ~~restated~~Form ~~pursuant~~10-K tofor the ~~Restatement~~year ~~Agreement~~ended December 31, 2024, as updated by the ~~“Term~~Company’s ~~Loan~~subsequent ~~Agreement”)~~filings with the ~~lenders~~Securities ~~party~~and ~~thereto~~Exchange ~~and~~Commission. ~~Bank~~You should not rely on forward-looking statements as predictions of ~~America,~~future Nevents.~~A.,~~ asWe ~~administrative~~operate ~~agent~~in a very competitive and ~~collateral~~rapidly ~~agent~~changing toenvironment ~~refinance~~and ~~the~~new ~~existing~~risks ~~senior~~emerge ~~secured~~from ~~term~~time ~~loans~~to time. The forward-looking statements in anthis ~~aggregate~~Report ~~outstanding~~represent ~~principal~~our ~~amount~~views as of ~~approximately~~the ~~$688~~date hereof.8 ~~million~~Except ~~maturing~~as ~~March~~may ~~26,~~be ~~2028~~required ~~with~~by alaw, ~~new~~we ~~senior~~undertake ~~secured~~no ~~term~~obligation ~~loan~~to update any of ~~the~~these ~~same~~forward-looking ~~principal~~statements ~~amount~~for ~~maturing~~any onreason ~~October~~or ~~15,~~to ~~2032~~conform ~~(the~~these ~~“Term~~statements ~~Loan”)~~to actual results or revised expectations.

The Term Loan Agreement provides that the Term Loan will, among other things:

bear interest at a per annum rate equal to SOFR plus an applicable margin of 2.00%, or a base rate plus an applicable margin of 1.00% (with such applicable margins being 0.25% lower than the corresponding applicable margin under the Existing Term Loan Agreement);

amortize in equal quarterly installments in aggregate amounts equal to 1.00% of the original principal amount of the Term Loan beginning March 31, 2026, with the balance payable at maturity;

be subject to mandatory prepayment provisions upon the occurrence of certain specified events, including certain asset sales, debt issuances, and generation annual excess cash flow, in each case, subject to certain materiality thresholds and exceptions set forth in the Term Loan Agreement; and

be repayable at any time at the Term Loan Borrowers’ election, provided that repayment of the Term Loan with proceeds of certain indebtedness prior to the date that is six months after the Closing Date will require a prepayment premium of 1.00% of the aggregate principal amount of such prepayment.

Subject to certain exceptions, each of VM Consolidated’s existing and future direct and indirect wholly owned domestic subsidiaries are required to guarantee the Term Loan. The obligations of the Term Loan Borrowers and the Term Loan Guarantors are secured by liens on substantially all of their assets.

The Term Loan Agreement contains customary covenants that limit the ability of the Term Loan Borrowers and their subsidiaries to, among other things, pay cash dividends, incur debt, create liens and encumbrances, redeem or repurchase stock, enter into certain acquisition transactions or transactions with affiliates, merge, dissolve, change the nature of their business, make investments, or dispose of assets. Such restrictions are subject to certain negotiated exceptions that permit the Term Loan Borrowers and their subsidiaries to undertake otherwise restricted activities if certain conditions are satisfied.

The Term Loan Agreement contains customary events of default including, among other things, for failure to pay obligations when due, material misrepresentations, violations of affirmative or negative covenants, bankruptcy events, and material judgments that are not stayed or discharged. Upon an event of default, the lenders may, subject to various customary cure rights and the terms of the ABL Intercreditor Agreement, require the immediate payment of all amounts outstanding and foreclose on collateral.

The foregoing description does not constitute a complete summary of the terms of the Term Loan Agreement and is qualified in its entirety by reference to the full text of the Term Loan Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description of Exhibits


Exhibit Number		Description of Exhibits
99.1		Press Release, dated October 29, 2025, issued by Verra Mobility Corporation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

10.1		Amended and Restated Revolving Credit Agreement, dated as of October 17, 2025, among Greenlight Acquisition Corporation, VM Consolidated, Inc., each of the other borrowers and guarantors party thereto, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank.
10.2		Amendment and Restatement Agreement No. 2, dated as of October 17, 2025, among Greenlight Acquisition Corporation, VM Consolidated, Inc., each of the other borrowers and guarantors party thereto, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent.
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 17, 2025	Verra Mobility Corporation
Dated: October 29, 2025	Verra Mobility Corporation
	By:	/s/ Craig Conti
	Name:	Craig Conti
	Title:	Chief Financial Officer

Filing Compare · VERRA MOBILITY Corp