What changed in this filing

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Item 9A. Controls and Procedures

2024-03-14 compared with 2023-03-16 · 44 added, 20 removed, 176 unchanged (27% of the section changed)

4 unchanged sentences

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.

Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of December 31, 2022, our disclosure controls and procedures were not effective as a result of material weaknesses in our internal control over financial reporting as described below.

the end of the period covered by this Annual Report on Form 10-K.

Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of December 31, 2023, our disclosure controls and procedures were not effective as a result of the material weakness in our internal control over financial reporting described below.

Management’s Report on Internal Control over Financial Reporting

1 unchanged sentence

Under the supervision of and with the participation of our principal executive officer and principal financial officer, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that our internal control over financial reporting was not effective as of December 31, 2022 due to the existence of the material weaknesses described below.

In connection with the preparation of the financial statements for this Annual Report on Form 10-K, we identified a material weakness in our internal control over financial reporting as of December 31, 2022.

The material weakness identified related to certain information technology general controls (“ITGCs”) that support certain of the Company’s solution organizations’ revenue processes which were found to be not operating effectively.

As a result, certain of the Company’s related information technology-dependent manual and application controls that rely upon the affected ITGCs, or information coming from information technology (“IT”) systems with affected ITGCs, for continued operation were also deemed ineffective.

We have concluded that the material weakness arose due to acquired IT infrastructure.

The material weakness did not result in any identified misstatements to our consolidated financial statements or changes to previously disclosed financial results.

Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and the Company’s overall control environment.

Based on this assessment, management concluded that our internal control over financial reporting was not effective as of December 31, 2023 due to the existence of the material weakness described below.

The material weakness did not result in any identified material misstatements in the current period consolidated financial statements, nor in any of the consolidated financial statements previously reported by us, and there were no changes in previously released financial results.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The scope of our management’s assessment of the effectiveness of internal control over financial reporting includes all of our Company’s consolidated operations.

In connection with the preparation of the financial statements for this Annual Report on Form 10-K, we identified a material weakness related to the lack of properly designed controls over certain of our order to cash revenue accounting processes.

Specifically, adequate controls are not in place primarily as a result of (a) the lack of full system integration for certain of our order to cash systems and (b) control deficiencies within the manual controls designed to mitigate that risk.

Our independent registered public accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act.

Remediation Efforts to Address Material Weakness

To remediate the material weakness described above, we plan to improve the performance of our ITGCs by enhancing our training for ITGC owners regarding their roles and responsibilities.

We are also working with the application owners to bolster the systems and improve our documentation supporting the related ITGCs.

Changes in Internal Control

Other than the remediation efforts described above, there have been no changes in internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are in the process of remediating the aforementioned material weakness and will continue our efforts to do so until such remediation is complete.

While we have taken steps to improve our internal control over financial reporting and have remediated our previously identified material weakness related to certain information technology general controls (“ITGCs”), we maintain a disaggregated information technology infrastructure due to a series of historical business combinations.

As a result, we have determined that certain of our systems have not been fully integrated, including within certain revenue cycles of customer order to billing, increasing the number of manual controls necessary for our control environment.

We expect to implement remediation plans for the aforementioned material weakness which may include the following:

• Enhanced system integration within customer order to billing processes within relevant product offerings;

• Investment in information technology systems and resourcing for the integrations noted above;

• Identification and implementation of an enhanced system of manual controls while system integrations are ongoing;

• Additional training and resourcing associated with manual controls through the enterprise surrounding customer order through billing.

We will monitor the effectiveness of our remediation plans and will make the changes management determines to be appropriate.

While we will endeavor to remediate our material weaknesses as soon as practicable, the program of remediation effort may extend beyond the year ending December 31, 2024.

Changes in Internal Control Over Financial Reporting

As previously disclosed in our 10-K for the year ended December 31, 2022, management previously determined a material weakness existed in the Company’s internal control over financial reporting related to ITGCs that support certain of the Company’s product lines within vertical brands’ revenue processes, which were found not to be operating effectively.

In response to the identification of this material weakness, we took action to remediate it, including enhancing the control environment, additional training for the control owners, and increased documentation.

Management completed its testing of the updated controls and determined that this material weakness in our internal control was remediated as of December 31, 2023.

Other than the foregoing, there have been no changes in

internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

(b) During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

2 unchanged sentences

Code of Ethics

Our board of directors has adopted a written Code of Conduct and Ethics applicable to all officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions.

Our Board has adopted a written Code of Conduct and Ethics applicable to all officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions.

We have posted a current copy of our Code of Conduct and Ethics on our Investor Relations website at investors.evercommerce.com.

10 unchanged sentences

Marc Thompson 59 Chief Financial Officer Same

Chris Alaimo 55 Chief Technology Officer Same

Sarah Jordan 38 Chief Marketing Officer Same

Shane Driggers 47 Chief Human Resource Officer Same

Lisa Storey 41 General Counsel Same

Evan Berlin 42 Chief Operating Officer Same

Lisa Storey 42 Chief Legal Officer

Non-Employee Directors

16 unchanged sentences

(3) Member of the Compensation Committee

The remainder of the information required to be disclosed by this Item 10 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2023 Annual Meeting of Stockholders and is incorporated

herein by reference .

The remainder of the information required to be disclosed by this Item 10 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2024 Annual Meeting of Stockholders and is incorporated herein by reference .

Executive Compensation

79 unchanged sentences

8-K 001-40575 10.1 11/23/21

Amendment No.

2, dated as of June 26, 2023, to the Credit Agreement, dated as of July 6, 2021, among EverCommerce Intermediate Inc., EverCommerce Solutions Inc., Royal Bank of Canada, as administrative agent and collateral agent, and the other parties and lenders party thereto

001-40575 10.1 08/08/23

10.17 Collateral Agreement, dated July 6, 2021

11 unchanged sentences

32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.

97.1 EverCommerce, Inc.

Policy for Recovery of Erroneously Awarded Compensation

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document *

13 unchanged sentences

March 14, 2024

/s/ Eric Remer

Chief Executive Officer

(Principal Executive Officer)

March 14, 2024

/s/ Marc Thompson

2 unchanged sentences

(Principal Financial Officer)

March 14, 2024

Chief Accounting Officer

(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

3 unchanged sentences

Marc Thompson

/s/ Lee Dabberdt Chief Accounting Officer (Principal Accounting Officer) March 15, 2023

Chief Accounting Officer (Principal Accounting Officer) March 14, 2024

/s/ Penny Baldwin-Leonard Director March 14, 2024

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures