EverCommerce Inc. 10-K

Item 9A. Controls and Procedures Limitations on Effectiveness of Controls and Procedures In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. II-52 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, 2024, 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 Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. 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, 2024 based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. 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, 2024 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, as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, that has not been remediated as of December 31, 2024 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 While progress has been made to remediate the material weakness, as of December 31, 2024, we are still 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; and • 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, 2025. II-53 Changes in Internal Control Over Financial Reporting Other than as described above with respect to our remediation efforts to address the material weakness, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information (a) None. (b) During the three months ended December 31, 2024, 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. II-54 PART III Item 10. Directors, Executive Officers and Corporate Governance Code of Ethics 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. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics, as well as Nasdaq’s requirement to disclose waivers with respect to directors and executive officers, by posting such information on our website at the address specified above. The information contained on our website is not incorporated by reference into this Annual Report on Form 10-K. Executive Officers and Directors Information about our Executive Officers and Directors The following table sets forth the name, age and position(s) of each of our executive officers and directors as of March 13, 2025: Name Age Position(s) with EverCommerce Principal Employment Executive Officers Eric Remer (1) 53 Chief Executive Officer and Director Same Matthew Feierstein 52 President Same Ryan Siurek 53 Chief Financial Officer Same Lisa Storey 43 Chief Legal Officer, Corporate Secretary and Chief Compliance Officer Same Non-Employee Directors Penny Baldwin-Leonard (3) 67 Director Former SVP and Chief Marketing Officer of Qualcomm Incorporated Mark Hastings (3) 57 Director Chief Executive Officer of PSG Equity L.L.C. Tanner Austin 33 Director Principal at PSG Equity L.L.C. Joseph Osnoss (3) 47 Director Managing Partner of Silver Lake John Rudella (1) 54 Director Director of Silver Lake Richard A. Simonson (2) 66 Director Managing Partner of Specie Mesa L.L.C. Alexi Wellman (2) 54 Director Chief Executive Officer of Altaba, Inc. (1) Member of the Nominating and Corporate Governance Committee (2) Member of the Audit Committee (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 2025 Annual Meeting of Stockholders and is incorporated herein by reference . Item 11. Executive Compensation The information required by this Item 11 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item 12 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference. III-1 Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item 13 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services The information required by this Item 14 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference. III-2 PART IV Item 15. Exhibits and Financial Statement Schedules Financial Statements The following consolidated financial statements are included in Part II, Item 8. of this Annual Report on Form 10‑K: Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID 00 42 ) II- 23 Consolidated Balance Sheets as of December 31, 2024 and 2023 II- 24 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024, 2023 and 2022 II- 25 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022 II- 26 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 II- 27 Notes to Consolidated Financial Statements II- 28 Financial Statement Schedules All financial statement schedules have been omitted because they are not applicable, not material or because the information required is already included in the consolidated financial statements or the notes thereto. Exhibits The following is a list of exhibits filed as part of this Annual Report on Form 10‑K or are incorporated herein by reference, in each case as indicated below. Incorporated by Reference Filed/ Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Furnished Herewith 3.1 Amended and Restated Certificate of Incorporation of EverCommerce Inc 8-K 001-40575 3.1 07/09/21 3.2 Amended and Restated Bylaws of EverCommerce Inc 8-K 001-40575 3.2 07/09/21 4.1 Form of Certificate of Common Stock S-1/A 333-256641 4.1 06/23/21 4.2 Registration Rights Agreement by and between EverCommerce Inc. and certain security holders of EverCommerce Inc., dated May 7, 2021 S-1 333-256641 4.3 05/28/21 4.3 Sponsor Stockholders Agreement, dated as of June 30, 2021 8-K 001-40575 10.1 07/09/21 4.4 Management Stockholders Agreement, dated as of June 30, 2021 8-K 001-40575 10.2 07/09/21 4.5 Description of Capital Stock 10-K 001-40575 4.5 03/15/22 10.1# Form of Indemnification Agreement between EverCommerce Inc. and its directors and officers S-1/A 333-256641 10.1 06/23/21 10.2# Amended & Restated 2016 Equity Incentive Plan and related form agreements thereunder S-1/A 333-256641 10.2 06/23/21 10.3# EverCommerce Inc. 2021 Incentive Award Plan S-1/A 333-256641 10.6 06/23/21 10.4# Form of RSU Agreement under the EverCommerce Inc. 2021 Incentive Award Plan S-1/A 333-256641 10.6.1 06/23/21 10.5# Form of Option Agreement under the EverCommerce Inc. 2021 Incentive Award Plan S-1/A 333-256641 10.6.2 06/23/21 10.6# EverCommerce Inc. 2021 Employee Stock Purchase Plan S-1/A 333-256641 10.7 06/23/21 10.7# EverCommerce Inc. Amended and Restated Non-Employee Director Compensation Policy 10-Q 001-40575 10.1 05/09/24 10.8# Employment Agreement by and between the Company and Eric Remer, dated July 1, 2021 10-K 001-40575 10.11# 03/15/22 10.9# Employment Agreement by and between the Company and Matthew Feierstein, dated July 1, 2021 10-K 001-40575 10.12# 03/15/22 10.10# Employment Agreement by and between the Company and Marc Thompson, dated July 1, 2021 10-K 001-40575 10.13# 03/15/22 10.11# Separation Agreement by and between the Company and Marc Thompson dated August 6, 2024 10-Q 001-40575 10.1 11/12/24 10.12# Employment Agreement by and between the Company and Ryan Siurek dated August 6, 2024 10-Q 001-40575 10.2 11/12/24 10.13# PaySimple, Inc. 2008 Equity Incentive Plan S-8 333-268321 99.3 11/14/22 10.14 Credit Agreement, dated July 6, 2021 8-K 001-40575 10.3 07/09/21 10.15.1 Amendment No. 1, dated as of November 23, 2021, 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 8-K 001-40575 10.1 11/23/21 10.15.2 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 10-Q 001-40575 10.1 08/08/23 10.15.3 Amendment No. 3, dated as of December 13, 2024, 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 8-K 001-40575 10.1 12/16/24 10.16 Collateral Agreement, dated July 6, 2021 8-K 001-40575 10.4 07/09/21 10.17 Guarantee Agreement, dated July 6, 2021 8-K 001-40575 10.5 07/09/21 10.18^ Office Lease by and among EverCommerce Solutions Inc. and BCSP RINO Property LLC, dated June 13, 2019 S-1 333-256641 10.13 05/28/21 19.1 I nsider Trading Compliance Policy * 21.1 List of Subsidiaries of the Registrant * 23.1 Consent of Ernst & Young LLP * 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) * 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) * 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 ** 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 ** 97.1 EverCommerce, Inc. Policy for Recovery of Erroneously Awarded Compensation 10-K 001-40575 97.1 3/14/2024 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 * 101.SCH Inline XBRL Taxonomy Extension Schema Document * 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document * 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document * 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document * 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document * 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * * Filed herewith. ** Furnished herewith. # Denotes management contract or compensatory plan ^ Portions of the exhibit have been omitted as permitted under Item 601(b)(10)(iv) of Regulation S-K. Item 16. Form 10-K Summary None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. EVERCOMMERCE INC. Date: March 13, 2025 By: /s/ Eric Remer Eric Remer Chief Executive Officer (Principal Executive Officer) Date: March 13, 2025 By: /s/ Ryan H. Siurek Ryan H. Siurek Chief Financial Officer (Principal Financial 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. Signatures Title Date /s/ Eric Remer Director and Chief Executive Officer (Principal Executive Officer) March 13, 2025 Eric Remer /s/ Ryan H. Siurek Chief Financial Officer (Principal Financial and Accounting Officer) March 13, 2025 Ryan H. Siurek /s/ Penny Baldwin-Leonard Director March 13, 2025 Penny Baldwin-Leonard /s/ Mark Hastings Director March 13, 2025 Mark Hastings /s/ Tanner Austin Director March 13, 2025 Tanner Austin /s/ Joseph Osnoss Director March 13, 2025 Joseph Osnoss /s/ John Rudella Director March 13, 2025 John Rudella /s/ Richard A. Simonson Director March 13, 2025 Richard A. Simonson /s/ Alexi A. Wellman Director March 13, 2025 Alexi A. Wellman