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Item 7. Management’s Discussion and Analysis

2026-03-12 compared with 2025-03-13 · 241 added, 165 removed, 398 unchanged (50% of the section changed)

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Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

An analysis of our results of operations and cash flows for the year ended December 31, 2022, including a discussion of the year ended December 31, 2023 as compared to the year ended December 31, 2022, has been reported previously in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”) on March 14, 2024, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Unless otherwise noted, disclosures within Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations relate solely to the Company’s continuing operations, which excludes marketing technology solutions.

EverCommerce is a leading provider of integrated, vertically-tailored software-as-a-service (“SaaS”) solutions for service-based small- and medium-sized businesses (“service SMBs”).

Our platform spans across the full lifecycle of interactions between consumers and service professionals with vertical-specific applications.

Today, we serve more than 740,000 customers across three core verticals:

As of December 31, 2025, we served more than 745,000 customers across three core verticals:

EverPro for Home Services;

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Our software, designed to meet the day-to-day workflow needs of businesses in specific vertical end markets, streamlines front and back-office processes and provides polished customer-facing experiences.

Using these offerings, service SMBs can focus on growing their customers, improving their services and driving more efficient operations.

Using these offerings, service SMBs can deliver their services, streamline operations and focus on growing their customer base.

• Billing & Payment Solutions:

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customer health scoring, customer support systems, real-time alerts, NPS-based customer feedback collection, review generation and automation, reputation management, customer satisfaction surveying and a digital communication suite, among others.

These tools help our customers gain actionable insights, increase customer loyalty and repeat purchases and improve customer experiences.

• Marketing Technology Solutions:

Our Marketing Technology Solutions work with our Customer Experience Solutions to help customers build their businesses by invigorating marketing operations and improving return on investment across the customer lifecycle.

These solutions help businesses to manage campaigns, generate quality leads, increase conversion and repeat sales, improve customer loyalty and provide a polished brand experience.

Our solutions include:

custom website design, development and hosting, responsive web design, marketing campaign design and management, search engine optimization, paid search and display advertising, social media and blog automation, call tracking, review monitoring and marketplace lead generation, among others.

In March 2025, the Company announced the evaluation of strategic alternatives for our Marketing Technology

Solutions with an expectation of a probable disposition by sale within the next 12 months.

The Company expects to reflect Marketing Technology Solutions as discontinued operations beginning with its first quarter 2025 financial reporting.

Additionally, the recent acquisition of ZyraTalk (as defined below) provides virtual assistant capabilities with an agentic automation platform.

ZyraTalk offers production-ready fully autonomous AI agents and field service management systems designed for seamless integration across our Home Services solutions and improving the overall prospect and customer experience.

Collectively, these tools help our customers gain actionable insights, increase customer loyalty and repeat purchases and improve customer experiences.

We go to market with suites of solutions that are aligned to our three core verticals.

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This “land and expand” strategy allows us to acquire customers with key foundational solutions and expand into offerings via product development and acquisitions that cover all workflows and power the full scope of our customers’ businesses.

This results in a self-reinforcing flywheel effect, enabling us to drive value for our customers and, in turn, improve customer stickiness, increase our market share and fuel our growth.

We generate three types of revenue:

(i) Subscription and Transaction Fees, which are primarily recurring revenue streams, (ii) Marketing Technology Solutions, which includes both recurring and re-occurring revenue streams and (iii) Other revenue which consists primarily of one-time revenue streams.

Our recurring revenue generally consists of monthly, quarterly and annual software and maintenance subscriptions, transaction revenue associated with integrated payments and billing solutions and monthly contracts for Marketing Technology Solutions.

Additionally, our re-occurring revenue includes revenue related to the sale of marketing campaigns and lead generation under contractual arrangements with customers.

This results in a self-reinforcing flywheel effect, enabling us to drive value for our customers and, in turn, fuel growth, improve customer stickiness, and increase our market share.

Our continuing operations generate two types of revenue:

(i) Subscription and Transaction Fees, which are primarily recurring revenue streams, and (ii) Other revenue, which consists primarily of one-time revenue streams.

Our recurring revenue generally consists of monthly, quarterly and annual software and maintenance subscriptions and transaction revenue associated with integrated payments and billing solutions.

• Subscription and Transaction Fees revenue includes:

(i) recurring monthly, quarterly and annual SaaS subscriptions and software license and maintenance fees from the sale of our Business Management, Customer Engagement and Billing and Payment solutions;

(ii) payment processing fees based on the transaction volumes processed through our integrated payment solutions and processing fees based on transaction volumes for our revenue cycle management, chronic care management and health insurance clearinghouse solutions;

(i) recurring monthly, quarterly and annual SaaS subscriptions and software license and maintenance fees from the sale of our Business Management and Customer Engagement solutions;

(ii) Billing and Payment solutions - payment processing fees based on the transaction volumes processed through our integrated payment solutions and processing fees based on transaction volumes for our revenue cycle management, chronic care management and health insurance clearinghouse solutions;

and (iii) membership subscriptions and our share of rebates from suppliers generated though group purchasing programs.

• Marketing Technology Solutions revenue includes:

(i) recurring revenues for managing digital advertising programs on behalf of our customers including website hosting, search engine management and optimization, social media management and blog automation;

and (ii) re-occurring fees paid by service professionals for consumer leads generated by our various platforms.

• Other revenue includes:

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Our business benefits from attractive unit economics.

Approximately 97% of our revenue was recurring or re-occurring in both of the years ended December 31, 2024 and 2023, and we maintained an annualized net revenue retention rate of approximately 91% and 93% for the quarters ended December 31, 2024 and 2023, respectively.

Our annualized pro forma net revenue retention rate was equal to the annualized net revenue retention rate for the quarters ended December 31, 2024 and 2023, respectively.

Excluding our marketing technology solutions, our annualized net revenue retention rate for our core software and payments solutions was approximately 96% and 98% for the quarters ended December 31, 2024 and 2023, respectively.

Approximately 96%, 97% and 96% of our revenue was recurring or re-occurring in the years ended December 31, 2025, 2024 and 2023, respectively, and we maintained an annualized net revenue retention rate of approximately 96%, 91% and 93% for the quarters ended December 31, 2025, 2024 and 2023, respectively.

Our annualized pro forma net revenue retention rate was equal to the annualized net revenue retention rate for all periods presented.

Excluding marketing technology solutions, our annualized net revenue retention rate for our core software and payments solutions was approximately 96% and 98% for the quarters ended December 31, 2024 and 2023, respectively.

We believe the retention and growth of revenue from our existing customers is a helpful measure of the health of our business and our future growth prospects.

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For example, the recurring or re-occurring revenue gained/lost from existing customers in November 2025 is the difference between the recurring or re-occurring revenue generated in November 2025 and the same such revenue generated in November 2024, for customers with a start date prior to December 1, 2024 and no end date or cancelled relationship on or after November 1, 2025.

For cancelled customers, we examine customers that cancelled their relationships on or after the first day of the month that is 12 months prior to the current month and

before the first day of the current month.

For cancelled customers, we examine customers that cancelled their relationships on or after the first day of the month that is 12 months prior to the current month and before the first day of the current month.

For example, the recurring or reoccurring revenue lost from cancelled customers in November 2025 is the difference between the recurring or re-occurring revenue generated in November 2025 and the same such revenue generated in November 2024, for customers that cancelled on or after November 1, 2024 and before November 1, 2025.

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Impact of Macroeconomic Climate

The macroeconomic climate has seen in the recent years, and may continue to see, pressure from global developments such as international geopolitical conflicts, increased tariffs and proposed tariffs between the United States and other nations, terrorism, pandemics or health crises, rising inflation, fluctuations in the value of the US Dollar, rising interest rates and supply chain disruptions.

The macroeconomic climate has seen in the recent years, and may continue to see, pressure from global developments such as international geopolitical conflicts, increased tariffs and proposed tariffs between the United States and other nations as well as uncertainty as to future tariffs, terrorism, pandemics or health crises, rising inflation, fluctuations in the value of the US Dollar, rising interest rates and supply chain disruptions.

These developments have had and may continue to have an adverse effect on our revenues and demand for our products and services, as well as on our costs of doing business.

We have taken and will continue to take actions to help mitigate the impact of these economic challenges, but there can be no assurance as to the effectiveness of our efforts going forward.

Sale of Marketing Technology Solutions

On October 31, 2025, we completed the sale of our marketing technology solutions business to Ignite Visibility for approximately $45.0 million in cash, subject to certain closing adjustments, as part of its previously announced strategic review (see Note 3.

Acquisition and Dispositions included in this Annual Report on Form 10-K ) .

We determined that our decision to sell marketing technology solutions met the criteria for classification as discontinued operations.

As a result, the assets and liabilities of marketing technology solutions are presented as held for sale as of December 31, 2024 on our consolidated balance sheets and their operating results are presented as discontinued operations on our consolidated statements of operations and comprehensive income (loss) for all periods presented through the date of sale.

During the year ended December 31, 2025, we recognized a loss of $1.1 million, related to the sale of marketing technology solutions and a goodwill impairment charge of $6.9 million, which are included in loss on sale and impairments within discontinued operations on our consolidated statements of operations and comprehensive income (loss).

In connection with the sale, we entered into a transition services agreement (“TSA”) with Ignite Visibility to provide services including information technology, finance, and accounting support.

The income related to support services from the TSA is included in interest and other income (expense), net in our consolidated statements of operations and comprehensive income (loss).

Acquisition of ZyraTalk

On September 15, 2025, we acquired 100% of the interest of Joblyt LLC, dba ZyraTalk (“ZyraTalk”), an AI-powered customer engagement solution that combines virtual assistant capabilities with an agentic automation platform, for approximately $36.1 million in cash, not inclusive of up to an additional $6.5 million of contingent consideration, which could be paid over the next three years related to post-combination employment services (see Note 3.

Acquisition and Dispositions included in this Annual Report on Form 10-K).

The acquisition helps to establish us as an AI-driven innovator, beginning with near-term application in our Home Services vertical, EverPro, and we plan to extend ZyraTalk into broader opportunities across its other verticals.

Sale of Fitness Solutions

On March 13, 2024, we entered into definitive sale and purchase agreements to sell our fitness solutions, comprised of North American Fitness and UK Fitness (“Fitness Solutions”), to Jonas Software (see Note 3.

Acquisitions and Dispositions included in this Annual Report on Form 10-K).

Acquisition and Dispositions included in this Annual Report on Form 10-K).

The sale of North American Fitness closed simultaneously with signing and the sale of UK Fitness closed July 1, 2024.

The divestiture did not qualify for reporting as a discontinued operation and therefore, its results were included in our unaudited condensed consolidated financial statements included in this Annual Report on Form 10-K through the applicable date of sale.

During the year ended December 31, 2024, we recognized losses of $ 4.9 million related to the sale of Fitness Solutions, which are included in loss on sale and impairments on our consolidated statements of operations and comprehensive loss included in this Annual Report on Form 10-K.

During the year ended December 31, 2024, we recognized $ 6.4 million of goodwill impairment charges representing the allocated goodwill to Fitness Solutions, which is included in loss on sale and impairments on the consolidated statements of operations and comprehensive loss included in this Annual Report on Form 10-K.

The divestiture did not qualify for reporting as a discontinued operation and therefore, its results were included in our consolidated financial statements included in this Annual Report on Form 10-K through the applicable date of sale.

During the year ended December 31, 2024, we recognized losses of $4.9 million related to the sale of Fitness Solutions, which are included in loss on sale and impairments on our consolidated statements of operations and comprehensive income (loss) included in this Annual Report on Form 10-K.

During the year ended December 31, 2024, we recognized $6.4 million of goodwill impairment charges representing the allocated goodwill to Fitness Solutions, which is included in loss on sale and impairments on the consolidated statements of operations and comprehensive income (loss) included in this Annual Report on Form 10-K.

Key Factors Affecting Our Performance

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Through organic growth of our business, the number of customers on our platform increased to approximately 745,000 at the end of 2025.

Excluding the customers associated with the sale of our fitness assets, we served more than 690,000 customers at the end of 2023 ( see Note 3.

Acquisitions and Dispositions included in this Annual Report on Form 10-K).

Excluding the customers associated with the sale of our marketing technology solutions, we served more than 725,000 customers at the end of 2024 (see Note 3.

Acquisition and Dispositions included in this Annual Report on Form 10-K).

We will continue to invest in our efficient go-to-market strategy as we further penetrate our addressable markets.

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We believe we have the opportunity to drive incremental revenue growth from our existing customer base through increased cross-selling and up-selling adjacent solutions.

Our integrated SaaS solutions allow us to offer customers additional capabilities across their entire customer engagement lifecycle including digital payments, customer engagement and marketing technology.

Our integrated SaaS solutions allow us to offer customers additional capabilities across their entire customer engagement lifecycle including digital payments and customer engagement.

As we continue to develop, acquire and transform our solutions, we aim to continue adding value to our customers by displacing point-solution competitors and legacy, manual methods with our integrated digital offerings, increasing our revenue and improving customer experience and retention.

A primary focus for revenue expansion focuses on cross-selling payments solutions to customers in an effort to prioritize margin growth.

We also generate subscription and marketing technology revenue from cross-selling our Customer

Engagement and Marketing Technology Solutions across our customer base.

These solutions increase customer loyalty, repeat purchases, improve customer experiences and help businesses to manage campaigns and generate quality leads.

We also generate subscription revenue from cross-selling our Customer Engagement solutions across our customer base.

The acquisition of ZyraTalk helps to establish our position as an AI-driven innovator with many in-production features that are being sold to third-party customers.

We plan to add more innovative features and offerings to support our customers, beginning with integration into many EverPro systems of action with additional use cases across our other verticals.

Collectively, these solutions increase customer loyalty, repeat purchases, improve customer experiences and help businesses to manage campaigns and generate quality leads.

Expanding into New Products and Micro-Verticals

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In 2025, we continued to invest in scalable operations, including vertical market leadership, and necessary functions to support operating as a public company, including Sarbanes-Oxley compliance.

Additionally, we continued to evaluate our suite of solutions and strategic options to drive investment in our highest growth solutions while simplifying our business to align with our transformation initiatives, including the divestiture of Fitness Solutions.

The recent acquisition of ZyraTalk was a strategic investment to advance the deployment of AI capabilities to our customers.

In 2026 and beyond, incremental investments will be needed to support the ongoing transformation of our business and infrastructure, including Sarbanes-Oxley compliance.

As part of our transformation initiatives, we expect to continue to evaluate our suite of solutions and may pursue dispositions of non-core assets and other strategic transactions.

In March 2025, the Company announced the evaluation of strategic alternatives for our Marketing Technology Solutions with an expectation of a probable disposition by sale in 2025.

The Company expects to reflect Marketing Technology Solutions as discontinued operations beginning with its first quarter 2025 financial reporting.

As part of our transformation initiatives, we expect to continue to evaluate our suite of solutions and may pursue divestitures of non-core assets and other strategic transactions.

We acquire companies to accelerate our position as a market leader, fill gaps within our vertically tailored solutions, deepen our competitive moats in existing verticals and enter new verticals and geographies.

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“Risk Factors—Risks Related to Our Business—Our recent growth rates may not be sustainable or indicative of future growth,” “—We may be unsuccessful in achieving our objectives through acquisitions, dispositions or other strategic transactions” and “—Revenues and profits generated through acquisitions may be less than anticipated, and we may fail to uncover all liabilities of acquisition targets through the due diligence process prior to an acquisition, resulting in unanticipated costs, losses or a decline in profits, as well as potential impairment charges.

Claims against us relating to any acquisition may necessitate our seeking claims against the seller for which the seller may not indemnify us or that may exceed the seller’s indemnification obligations.”

Claims against us relating to

any acquisition may necessitate our seeking claims against the seller for which the seller may not indemnify us or that may exceed the seller’s indemnification obligations.”

Key Business and Financial Metrics

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GAAP”), we believe the following key business and non-GAAP financial measures are useful in evaluating and comparing our financial and operational performance over multiple periods, identifying trends affecting our business, formulating business plans and making strategic decisions.

Pro Forma Revenue Growth Rate

The information presented in the following sections within Key Business and Financial Metrics is calculated on the basis of US GAAP results from continuing operations for all periods presented, which excludes discontinued operations, if any.

Revenue and Pro Forma Revenue Growth Rate

Pro Forma Revenue Growth Rate is a key performance measure that our management uses to assess our consolidated operating performance from continuing operations over time.

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This metric is particularly useful to management due to the number of acquired entities.

Our Revenue Growth Rate was 3.5% for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Total revenues include post-acquisition revenue from Kickserv, which was acquired August 10, 2023 (see Note 3.

Acquisitions and Dispositions in this Annual Report on Form 10-K), of $3.0 million and $1.0 million during the years ended December 31, 2024 and 2023, respectively.

Our Revenue Growth Rate was 4.8% and 5.1% for the years ended December 31, 2025 and 2024 as compared to the prior year periods.

Total revenues include post-acquisition revenue from ZyraTalk, which was acquired September 15, 2025 (see Note 3.

Acquisition and Dispositions in this Annual Report on Form 10-K), of $1.2 million during the year ended December 31, 2025.

Additionally, total revenues include pre-divestiture revenue from Fitness Solutions, which was divested in 2024 (see Note 3.

Acquisitions and Dispositions in this Annual Report on Form 10-K), of $8.1 million and $23.7 million during the years ended December 31, 2024 and 2023, respectively.

Our Pro Forma Revenue Growth rate was 5.7% for the year ended December 31, 2024, reflective of the underlying growth in our business as a result of new customers and providing more solutions to existing customers.

Acquisition and Dispositions in this Annual Report on Form 10-K), of $8.1 and $23.7 million during the years ended December 31, 2024 and 2023, respectively.

Total revenues also include post-acquisition revenue from Kickserv, which was acquired on August 10, 2023, of $3.0 million and $1.0 million during the years ended December 31, 2024 and 2023, respectively.

Our Pro Forma Revenue Growth rate was 6.4% and 8.5% for the years ended December 31, 2025 and 2024, reflective of the underlying growth in our business as a result of new customers and providing more solutions to existing customers.

Non-GAAP Financial Measures

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Year Ended December 31,

2025 2024 2023

(in thousands)

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Amortization of capitalized software

10,795 9,760 8,023

Depreciation expense allocated to cost of revenue

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Depreciation and amortization 18,906 21,134 23,313

Adjusted gross profit $ 470,386 $ 444,362

Adjusted gross profit from continuing operations

$ 456,844 $ 437,398 $ 407,466

Adjusted EBITDA

Adjusted EBITDA is calculated as net loss adjusted to exclude interest and other expense, net, income tax expense (benefit), depreciation and amortization, other amortization, stock-based compensation expense and transaction-related and other non-recurring or unusual costs.

Adjusted EBITDA is calculated as net income (loss) adjusted to exclude interest and other expense, net, income tax expense (benefit), depreciation and amortization, other amortization, stock-based compensation expense and transaction-related and other non-recurring or unusual costs.

Other amortization includes amortization for capitalized contract acquisition costs.

Transaction-related costs are specific deal-related costs such as legal fees, financial and tax due diligence, consulting and escrow fees.

Other non-recurring or unusual costs are expenses such as impairment charges, (gains) losses from divestitures, system implementation costs, executive separation costs, severance expense related to planned restructuring activities, and costs associated with integration and transformational improvements.

Other non-recurring or unusual costs are expenses such as impairment charges, (gains) losses from divestitures, system implementation costs including amortization of cloud-based software implementation costs, executive separation costs, severance expense related to planned restructuring activities, and costs associated with integration and transformational improvements.

Transaction-related and other non-recurring or unusual costs are excluded as they are not representative of our underlying operating performance.

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Year Ended December 31,

2025 2024 2023

(in thousands)

Net loss $ (41,089) $ (45,620)

Net income (loss) from continuing operations

$ 18,204 $ (15,197) $ (50,705)

Adjusted to exclude the following:

Interest and other expense, net 35,559 46,407

Interest and other expense (income), net

38,091 35,560 46,408

Income tax expense

2,955 5,839 1,377

Depreciation and amortization 67,228 80,650 94,872

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19,837 26,355 17,528

Adjusted EBITDA $ 177,001 $ 155,619

Adjusted EBITDA from continuing operations

$ 180,510 $ 164,356 $ 138,884

Description of Certain Components of Financial Data

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Summary of Significant Accounting Policies in the notes to the consolidated financial statements included in this Annual Report on Form 10-K.

We derive our revenue from three primary sources which are described in detail below:

(i) Subscription and Transaction Fees, which are primarily recurring revenue streams, (ii) Marketing Technology Solutions, which includes both recurring and re-occurring revenue streams and (iii) Other revenue, which consists primarily of the sale of distinct professional services and hardware.

We derive our revenue from two primary sources which are described in detail below:

(i) Subscription and Transaction Fees, which are primarily recurring revenue streams and (ii) Other revenue, which consists primarily of the sale of distinct professional services and hardware.

Our revenue recognition policies are discussed in more detail under “Critical Accounting Estimates.”

Subscription and Transaction Fees :

Revenue includes (i) recurring monthly, quarterly and annual SaaS subscriptions and software license and maintenance fees from the sale of our Business Management, Customer Engagement and Billing and Payment solutions;

(ii) payment processing fees based on the transaction volumes processed through our integrated payment solutions, and processing fees based on transaction volumes for our revenue cycle management, chronic care management and health insurance clearinghouse solutions;

Revenue includes (i) recurring monthly, quarterly and annual SaaS subscriptions and software license and maintenance fees from the sale of our Business Management and Customer Engagement solutions;

(ii) Billing and payment solutions - payment processing fees based on the transaction volumes processed through our integrated payment solutions, and processing fees based on transaction volumes for our revenue cycle management, chronic care management and health insurance clearinghouse solutions;

and (iii) membership subscriptions and our share of rebates from suppliers generated though group purchasing programs.

Our revenue from payment processing fees is recorded net of credit card and ACH processing and interchange charges in the month the services are performed.

Marketing Technology Solutions:

Revenue includes (i) recurring revenues for managing digital advertising programs on behalf of our customers including website hosting, search engine management and optimization, social media management and blog automation;

and (ii) re-occurring fees paid by service professionals for consumer leads generated by our various platforms.

Revenue includes (i) consulting, implementation, training and other professional services;

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Cost of revenue (exclusive of depreciation and amortization) consists of expenses related to delivering our services and products and providing support to our customers and includes employee costs and related overhead, customer credit card processing fees, targeted mail costs, third-party fulfillment costs and software hosting expenses.

We expect that cost of revenue as a percentage of revenue will fluctuate from period to period based on a variety of factors, including the mix of revenue between Subscription and Transaction Fees and Marketing Technology Solutions, labor costs, third-party expenses and acquisitions.

In particular, Marketing Technology Solutions revenue generally has a higher cost of revenue as a percentage of revenue than our subscription and transaction fee revenue.

For the year ended December 31, 2024, revenue from subscription and transaction fees increased 5.4% compared to the year ended December 31, 2023, whereas Marketing Technology Solutions revenue decreased 2.9%.

To the extent our Marketing Technology Solutions revenue grows at a faster rate, whether by acquisition or otherwise, than our Subscription and Transaction Fees revenue, it could negatively impact our cost of revenues as a percentage of revenue.

We expect that cost of revenue as a percentage of revenue will fluctuate from period to period based on a variety of factors, including the rate of growth of subscription and transaction fees, labor costs, third-party expenses and acquisitions and dispositions.

Revenue from subscription and transaction fees increased 4.4%, 5.4% and 11.9% for the years ended December 31, 2025, 2024 and 2023, respectively, compared to the prior year periods.

Sales and Marketing

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Sales commissions that are incremental to obtaining a customer contract are deferred and amortized ratably over the estimated period of our relationship with that customer.

We expect our sales and marketing expenses from continuing operations will increase in absolute dollars and may increase as a percentage of revenue for the foreseeable future as we continue to increase investments to support our growth.

We expect our sales and marketing expenses will increase in absolute dollars and may increase as a percentage of revenue for the foreseeable future as we continue to increase investments to support our growth.

Product Development

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Product development expenses also include third-party outsourced technology costs incurred in developing our platforms, and computer equipment, software and subscription services dedicated for use by our product development organization.

We expect our product development expenses from continuing operations to increase in absolute dollars and increase as a percentage of revenue during 2025 as we continue to dedicate substantial resources to develop, improve and expand the functionality of our solutions.

We expect our product development expenses to increase in absolute dollars and increase as a percentage of revenue during 2026 as we continue to dedicate substantial resources to develop, improve and expand the functionality of our solutions.

General and Administrative

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Loss on Sale and Impairments

Loss on sale relates to the divestiture of Fitness Solutions.

Loss on sale relates to the divestiture of marketing technology solutions and Fitness Solutions.

Impairments include goodwill impairment charges and operating lease impairments related to the Company’s decision to cease use of certain leased premises and sublease certain facilities.

Interest and Other Expense, net

Interest and other expense, net, primarily consists of interest expense on long-term debt, net of interest income.

It also includes amortization expense of financing costs and discounts, as well as realized and unrealized gains and losses related to interest rate swap agreements.

Income Tax (Expense) Benefit

Interest and Other Income (Expense), net

Interest and other income (expense), net, primarily consists of interest expense on long-term debt, net of interest income.

It also includes amortization expense of financing costs and discounts, income from the TSA, as well as realized and unrealized gains and losses related to interest rate swap agreements.

Income Tax Expense

GAAP requires deferred tax assets and liabilities to be recognized for temporary differences between the tax basis and financial reporting basis of assets and liabilities, computed at the expected tax rates for the periods in which the assets or liabilities will be realized, as well as for the expected tax (expense) benefit of net operating loss and tax credit carryforwards.

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Results of Operations

The following tables summarize key components of our results of operations for the year ended December 31, 2024 compared to the same period in 2023.

The following tables summarize key components of our results of operations for the years ended December 31, 2025, 2024 and 2023.

The period-to-period comparison of our historical results are not necessarily indicative of our results of operations that may be expected in the future.

The following comparative information for results of operations for all periods presented have been adjusted to reflect discontinued operations related to marketing technology solutions and includes the operating results of Fitness Solutions for all periods through the applicable date of sale.

Comparison of the years ended December 31, 2025, 2024 and 2023

Year Ended December 31,

2025 2024 2023

(in thousands)

Subscription and transaction fees $ 566,915 $ 542,977 $ 515,119

Marketing technology solutions 129,271 133,162

Other 21,992 19,208 19,752

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Loss on sale and impairments

85 11,670 6,325

Total operating expenses 529,657 535,983 537,791

Operating income

Interest and other expense, net (35,559) (46,407)

Net loss before income tax expense

59,250 26,202 (2,920)

Interest and other income (expense), net

(38,091) (35,560) (46,408)

Net income (loss) from continuing operations before income tax expense

21,159 (9,358) (49,328)

Income tax expense

(2,955) (5,839) (1,377)

Net income (loss) from continuing operations

$ 18,204 $ (15,197) $ (50,705)

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Year Ended December 31,

2025 2024 2023

(in thousands)

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Comparison of the years ended December 31, 2025, 2024 and 2023 (percentage of revenue)

The following table provides the key components of operating costs within our results of operations as a percentage of revenue for the year ended December 31, 2024 compared to the same period in 2023.

Year Ended December 31, Change

The following table provides the key components of operating costs within our results of operations as a percentage of revenue for the year ended December 31, 2025 compared to the same periods in 2024 and 2023.

Year Ended December 31, 2025 vs.

2024 2024 vs.

2025 2024 2023 % Change

Total Revenues 100.0% 100.0% 100.0% —% —%

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While revenue growth remains a key focus, we remain committed to continued expansion of gross margin, net income and Adjusted EBITDA through ongoing transformation initiatives.

2025 compared to 2024

As a percentage of revenue, cost of revenues increased from 22.2% for the year ended December 31, 2024 to 22.4% for the year ended December 31, 2025, an increase of approximately 20 basis points.

Additionally, the combination of cost of revenue, sales and marketing, product development and general and administrative costs declined from 78.9% for the year ended December 31, 2024 to 78.5% for the year ended December 31, 2025, an improvement of approximately 40 basis points.

2024 compared to 2023

As a percentage of revenue, cost of revenues declined from 23.8% for the year ended December 31, 2023 to 22.2% for the year ended December 31, 2024, an improvement of approximately 160 basis points resulting in higher gross margin.

Additionally, the combination of cost of revenue, sales and marketing, product development and general and administrative costs declined from 81.6% for the year ended December 31, 2023 to 78.9% for the year ended December 31, 2024, an improvement of approximately 270 basis points.

A discussion on primary drivers of cost reductions resulting in improved margin follows in the subsequent sections.

Year Ended December 31, Change

2024 2023 Amount %

A discussion on primary drivers of cost reductions follows in the subsequent sections.

Year Ended December 31, 2025 vs.

2025 2024 2023 $ Change

(dollars in thousands)

Subscription and transaction fees $ 566,915 $ 542,977 $ 515,119 $ 23,938 4.4 % $ 27,858 5.4 %

Marketing technology solutions 129,271 133,162 (3,891) (2.9) %

Other 21,992 19,208 19,752 2,784 14.5 % (544) (2.8) %

Total revenues $ 588,907 $ 562,185 $ 534,871 $ 26,722 4.8 % $ 27,314 5.1 %

2025 compared to 2024

Revenues increased $26.7 million, or 4.8%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

The growth of revenue from subscription and transaction fees was 5.4% during the year ended December 31, 2024 as compared to the prior year period, while the changes in marketing technology solutions and other revenues experienced more volatility in revenue generation than the delivery of services through our system of actions.

Revenues from subscription and transaction fees increased 4.4% and other revenue increased 14.5% during the year ended December 31, 2025, respectively, as compared to the prior year period.

The majority of our revenue growth is attributable to the successful delivery of system of action capabilities to our SMBs in our verticals of home services, health and wellness.

The subscription and transaction revenue increases during the year ended December 31, 2024 consist primarily of increases from (a) business management software and (b) billing and payment solutions.

Business management software revenues drove a $24.8 million increase in subscription and transaction revenues due to an expansion in our number of customers, certain price increases across our portfolio, and an increase in rebate revenue from contracted suppliers due to growth of membership subscriptions in group purchasing programs.

The subscription and transaction fees revenue increase consists primarily of increases from (a) business management software and (b) billing and payment solutions, partially offset by (c) revenues associated with our share of rebates from suppliers generated through

group purchase programs.

Business management software revenues drove a $22.9 million increase in subscription and transaction fees revenue due to an expansion in our number of customers and certain price increases across our portfolio.

Billing and payment solutions revenues drove an increase of $3.1 million, which was primarily due to higher transaction volumes processed through our payment platforms, partially offset by lower revenue due to the Fitness Solutions divestiture.

Revenues associated with our share of rebates from suppliers generated through group purchasing programs declined by $2.1 million, which is more closely connected to macro-economic impacts than our core business management software.

Subscription and transaction fees revenue also includes $1.2 million post-acquisition revenue from ZyraTalk for the year ended December 31, 2025, and pre-divestiture revenue from Fitness Solutions of $8.0 million for the year ended December 31, 2024 (see Note 3.

Acquisition and Dispositions in this Annual Report on Form 10-K).

Other revenues increased $2.8 million during the year ended December 31, 2025 driven by revenue related to project implementation and customer development services.

2024 compared to 2023

Revenues increased $27.3 million, or 5.1%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Revenues from subscription and transaction fees increased 5.4% and other revenue decreased 2.8% during the year ended December 31, 2024, respectively, as compared to the prior year period.

The subscription and transaction revenue increases during the year ended December 31, 2024 consist primarily of increases from (a) business management software (b) billing and payment solutions and (c) revenues associated with our share of rebates from suppliers generated through group purchase programs.

Business management software revenues drove a $20.7 million increase in subscription and transaction revenues due to an expansion in our number of customers and certain price increases across our portfolio.

Billing and payment solutions revenues drove an increase of $3.3 million, which was primarily due to higher transaction volumes processed through our payment platforms, partially offset by lower revenue in 2024 due to the Fitness Solutions divestiture.

Revenues associated with our share of rebates from suppliers generated through group purchasing programs increased $3.9 million due to growth of membership subscriptions in group purchasing programs.

Subscription and transaction revenues also include $3.0 million and $1.0 million of post-acquisition revenue from Kickserv for the years ended December 31, 2024 and 2023, respectively, and pre-divestiture revenue from Fitness Solutions of $8.0 million and $23.3 million for the years ended December 31, 2024 and 2023, respectively (see Note 3.

Acquisitions and Dispositions in this Annual Report on Form 10-K).

Marketing technology solutions revenues decreased $3.9 million during the year ended December 31, 2024,

which was primarily due to a reduction in demand driven by decreases in consumer spending, partially offset by certain price increases and customer growth related to lead generation services.

Acquisition and Dispositions in this Annual Report on Form 10-K).

Other revenues decreased $0.5 million during the year ended December 31, 2024 driven by revenue related to project implementation and customer development services which did not recur in the current year.

Cost of Revenues

Year Ended December 31, Change

2024 2023 Amount %

Year Ended December 31, 2025 vs.

2025 2024 2023 $ Change

(dollars in thousands)

Cost of revenues (exclusive of depreciation and amortization presented separately below) $ 132,063 $ 124,787 $ 127,405 $ 7,276 5.8 % $ (2,618) (2.1) %

2025 compared to 2024

Cost of revenues increased by $7.3 million, or 5.8%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

The increase was primarily driven by an additional $4.3 million in API fees and software hosting expenses, a $3.1 million increase in communication services expenses, $1.2 million in campaign mail and advertising expenses, $0.6 million in software and tools and $0.2 million in outsourced services, partially offset by a reduction of $2.6 million in clearinghouse fees.

2024 compared to 2023

Cost of revenues decreased by $2.6 million, or 2.1%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

The decrease is primarily comprised of a $5.7 million decrease in personnel and compensation expense, a $1.7 million reduction in outsourced services, and a $0.8 million reduction in lead generation and ad spend subject to resale to customers, partially offset by a $2.1 million increase in software hosting expense, a $1.9 million increase in application programming interface fees, and a $0.9 million increase in campaign mail expense.

The decrease is primarily comprised of a $4.2 million decrease in personnel and compensation expense, a $1.5 million reduction in clearinghouse fees, and $1.2 million in outsourced services, partially offset by a $3.7 million increase in API fees and software hosting expenses and $0.7 million in campaign mail and advertising expenses.

Sales and Marketing

Year Ended December 31, Change

2024 2023 Amount %

Year Ended December 31, 2025 vs.

2025 2024 2023 $ Change

(dollars in thousands)

Sales and marketing $ 119,503 $ 114,098 $ 113,692 $ 5,405 4.7 % $ 406 0.4 %

Sales and marketing expenses decreased by $1.1 million, or 0.9%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

The decrease was driven primarily by a $1.7 million reduction in personnel and compensation expense, a $1.2 million reduction in third-party commissions, partially offset by a $0.7 million increase in advertising, $0.8 million increase in outsourced services and $0.3 million in professional fees and consulting expenses.

2025 compared to 2024

Sales and marketing expenses increased by $5.4 million, or 4.7%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

The increase was driven primarily by an additional $7.0 million in personnel and compensation expense, a $1.1 million increase in consulting and outsourced services, and a $0.5 million increase in stock-based compensation.

These increases were partially offset by a $1.7 million decrease in commissions related to volume from third-party channels associated with legacy payment platform solutions, a $1.0 million decrease in advertising, and $0.7 million decrease in software and tools.

2024 compared to 2023

Sales and marketing expenses increased by $0.4 million, or 0.4%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Sales and marketing expenses were relatively consistent compared to the prior year period and declined as a percentage of revenue by 100 basis points.

Product Development

Year Ended December 31, Change

2024 2023 Amount %

Year Ended December 31, 2025 vs.

2025 2024 2023 $ Change

(dollars in thousands)

Product development $ 79,018 $ 76,179 $ 72,144 $ 2,839 3.7 % $ 4,035 5.6 %

2025 compared to 2024

Product development expenses increased by $2.8 million, or 3.7%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

The increase was driven primarily by an additional $4.1 million in outsourced services as we continue to execute against our transformation strategy for cost optimization, $1.1 million of software and tools, driven by investments in our technology and teams to support our various solutions as well as centralized security operations, information technology and cloud engineering, and $0.5 million in higher stock-based compensation expense.

These increases were partially offset by a $3.0 million reduction in personnel and compensation expenses.

2024 compared to 2023

Product development expenses increased by $4.0 million, or 5.6%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

The increase was a result of an additional $2.3 million of personnel and compensation expense, $1.8 million of outsourced services, and $1.7 million of software and tools, driven by investments in our technology and teams to support our various solutions as well as centralized security operations, information technology and cloud engineering.

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General and Administrative

Year Ended December 31, Change

2024 2023 Amount %

Year Ended December 31, 2025 vs.

2025 2024 2023 $ Change

(dollars in thousands)

General and administrative $ 131,760 $ 128,599 $ 123,353 $ 3,161 2.5 % $ 5,246 4.3 %

2025 compared to 2024

General and administrative expenses increased by $3.2 million, or 2.5%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

The increase was driven primarily by an additional $4.4 million of personnel and compensation expense, a $2.4 million increase in software and tools, a $2.1 million increase in outsourced services, and a $1.6 million increase in

stock-based compensation expense, partially offset by $2.5 million decrease in facility expense and $1.4 million decrease in bad debt expense.

The increase was driven primarily by an additional $3.5 million in outsourced services as we continue to execute against our transformation strategy for cost optimization, $2.2 million increase in professional and legal fees associated with acquisition and divestiture transaction-related activity during 2025, $1.5 million in software and tools, $1.2 million in bad debt expense and $1.2 million in stock-based compensation.

These increases were partially offset by a $4.0 million reduction in personnel and compensation expense, a $2.0 million decrease in insurance expense, a $0.8 million decrease in facility expense.

The increase in outsourced services is driven by cost optimization efforts utilizing third-party services enabling the reduction in personnel and compensation expense.

2024 compared to 2023

General and administrative expenses increased by $5.2 million, or 4.3%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

The increase was driven primarily by an additional $3.8 million of personnel and compensation

expense, a $2.4 million increase in software and tools, a $1.8 million increase in outsourced services, and a $1.4 million increase in stock-based compensation expense, partially offset by a $2.4 million decrease in facility expense and $1.9 million decrease in bad debt expense.

Depreciation and Amortization

Year Ended December 31, Change

2024 2023 Amount %

Year Ended December 31, 2025 vs.

2025 2024 2023 $ Change

(dollars in thousands)

Depreciation and amortization $ 67,228 $ 80,650 $ 94,872 $ (13,422) (16.6) % $ (14,222) (15.0) %

2025 compared to 2024

Depreciation and amortization expenses decreased by $13.4 million, or 16.6%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

The decrease was driven primarily by lower intangible assets’ amortization due to the reduced rate of replacement assets resulting from a slowdown in business acquisitions.

Specifically, the decrease was driven primarily by $13.9 million in lower intangible assets’ amortization and a decrease of $0.6 million of property and equipment depreciation, partially offset by $1.0 million of additional capitalized software amortization.

2024 compared to 2023

Depreciation and amortization expenses decreased by $14.2 million, or 15.0%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

The reduction in depreciation and amortization was driven primarily by the reduced rate of replacement assets resulting from a slowdown in business acquisitions.

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Loss on Sale and Impairments

Year Ended December 31, Change

2024 2023 Amount %

Year Ended December 31, 2025 vs.

2025 2024 2023 $ Change

$ Change % Change

(dollars in thousands)

1 unchanged sentence

$ 85 $ 11,670 $ 6,325 $ (11,585) 100.0 % $ 5,345 84.5 %

During the fourth quarter 2024, in conjunction with our review of strategic alternatives for our Marketing Technology Solutions, we evaluated the recoverability of our marketing technology reporting unit and determined that the estimated fair value was insufficient to recover the net carrying value of the reporting unit resulting in an impairment of goodwill of approximately $28.1 million (see Note 20.

Subsequent Event in this Annual Report on Form 10-K).

2025 compared to 2024

In March 2024, we entered into definitive sale and purchase agreements to sell our Fitness Solutions (see Note 3.

Acquisitions and Dispositions included in this Annual Report on Form 10-K).

Acquisition and Dispositions included in this Annual Report on Form 10-K).

During the year ended December 31, 2025, we recorded a $0.1 million working capital adjustment related to the disposal of Fitness Solutions.

During the year ended December 31, 2024, we recognized losses of $4.9 million related to the sale of Fitness Solutions and $6.4 million of goodwill impairment charges representing the allocated goodwill to Fitness Solutions.

Additionally, we ceased use of certain leased premises and subleased certain facilities resulting in an impairment charge of $0.4 million to impair the right-of-use lease assets to their fair value during the year ended December 31, 2024.

2024 compared to 2023

During the fourth quarter 2023, we determined that the estimated fair value of our fitness asset group was insufficient to recover the net carrying value of the asset group resulting in an impairment of long-lived assets of approximately $5.1 million .

Additionally, we ceased use of certain leased premises and subleased certain facilities resulting in an impairment charge of $0.4 million and $1.2 million to impair the right-of-use lease assets to their fair value during the years ended December 31, 2024 and 2023, respectively.

Interest and Other Expense, net

Year Ended December 31, Change

2024 2023 Amount %

Interest and Other Income (Expense), net

Year Ended December 31, 2025 vs.

2025 2024 2023 $ Change

(dollars in thousands)

Interest and other expense, net $ 35,559 $ 46,407 $ (10,848) (23.4) %

Interest and other expense, net, decreased by $10.8 million, or 23.4%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023 with the changes primarily driven by volatility of interest rates and the associated impact on the fair value of interest rate swaps.

The decrease for the year ended December 31, 2024 was driven primarily by an unrealized gain of $6.4 million on interest rate swaps, as compared to an unrealized loss of $2.0 million in the comparative period, a $2.1 million increase in interest income, and a decrease of $1.9 million in interest expense as a result of lower variable base interest rates on the Company’s Credit Facilities.

Interest and other income (expense), net

$ 38,091 $ 35,560 $ 46,408 $ 2,531 7.1 % $ (10,848) (23.4) %

2025 compared to 2024

Interest and other income (expense), net, increased by $2.5 million, or 7.1%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024 with the changes primarily driven by volatility of interest rates and foreign currency and the associated impact on the fair value of interest rate swaps.

The increase for the year ended December 31, 2025 was driven by an unrealized loss of $6.2 million on interest rate swaps compared to an unrealized gain of $6.4 million in the comparative period, a year over year increase of $12.6 million as a result of the fair value change in interest rate swaps.

This increase was partially offset by a decrease of $7.0 million in interest expense as a result of lower variable base interest rates on the Company’s Credit Facilities, a $2.3 million decrease in unrealized foreign currency loss, $0.4 million of income related to support services provided under the TSA with Ignite Visibility, and a $0.3 million increase in interest income.

The decline in interest expense is a result of lower variable base interest rates on the Company’s Credit Facilities (as defined below), the amendments to the Term Loan (as defined below) in the fourth quarter 2024 and third quarter 2025, which resulted in a reduction in margin and the removal of the credit spread adjustment (see Note 10.

Long-Term Debt included in this Annual Report on Form 10-K).

2024 compared to 2023

Interest and other income (expense), net, decreased by $10.8 million, or 23.4%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023 with the changes primarily driven by volatility of interest rates and the associated impact on the fair value of interest rate swaps.

The decrease for the year ended December 31, 2024 was driven primarily by an unrealized gain of $6.4 million on interest rate swaps compared to an unrealized loss of $2.0 million in the comparative period, a $2.1 million increase in interest income, and a decrease of $1.9 million in interest expense as a result of lower variable base interest rates on the Company’s Credit Facilities.

Income Tax Expense

Year Ended December 31, Change

2024 2023 Amount %

Year Ended December 31, 2025 vs.

2025 2024 2023 $ Change

(dollars in thousands)

1 unchanged sentence

$ (2,955) $ (5,839) $ (1,377) $ 2,884 (49.4) % $ (4,462) 324.0 %

2025 compared to 2024

Income tax expense decreased by $2.9 million, or 49.4%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

The decrease was driven primarily by lower U.S.

federal and state current tax expense resulting from enacted tax law changes, as well as the release of the valuation allowance on New Zealand deferred tax assets.

These benefits were partially offset by higher income from continuing operations before taxes.

2024 compared to 2023

Income tax expense increased by $4.5 million, or 324.0%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, with the change driven primarily by an increase in U.S.

2 unchanged sentences

To date, our primary sources of liquidity have been net cash provided by operating activities, proceeds from equity issuances and proceeds from long-term debt.

We utilize liquidity for items such as strategic investments in the ongoing transformation of our business and infrastructure, our business acquisitions (such as Kickserv) and share repurchases authorized through our Repurchase Program.

We utilize liquidity for items such as strategic investments in the ongoing transformation of our business and infrastructure, our business acquisitions (such as our strategic acquisition of ZyraTalk in September 2025) and share repurchases authorized through our Repurchase Program.

For a description of our recent acquisitions, see Note 3.

Acquisitions and Dispositions in the notes to the consolidated financial statements included in this Annual Report on Form 10-K.

Absent significant deterioration of market conditions, we expect that working capital requirements, capital expenditures, acquisitions, the Company’s Repurchase Program (as defined below), debt servicing and lease obligations will be our principal needs for liquidity going forward.

Acquisition and Dispositions in the notes to the consolidated financial statements included in this Annual Report on Form 10-K.

Absent significant deterioration of market conditions,

we expect that working capital requirements, capital expenditures, acquisitions, the Company’s Repurchase Program (as defined below), debt servicing and lease obligations will be our principal needs for liquidity going forward.

As of December 31, 2025, we had cash, cash equivalents and restricted cash of $129.7 million, $155.0 million of available borrowing capacity under our Revolver (as defined below) and $526.6 million outstanding under our Term Loan (as defined below).

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Year ended December 31,

2025 2024 2023

(in thousands)

4 unchanged sentences

Effect of foreign currency exchange rate changes on cash 620 (1,649) 400

Net increase (decrease) in cash, cash equivalents and restricted cash

Net (decrease) increase in cash, cash equivalents and restricted cash

$ (6,052) $ 39,603 $ 355

Cash Flow from Operating Activities

Net cash provided by operating activities was $113.2 million for the year ended December 31, 2024, compared to $104.6 million for the year ended December 31, 2023.

Changes in net cash provided by operating activities resulted primarily from cash received from net sales within our subscription and transaction fees and marketing technology solutions.

Net cash provided by operating activities was $111.5 million, $113.2 million, and $104.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Changes in net cash provided by operating activities resulted primarily from cash received from net sales within our subscription and transaction fees.

Other drivers of the changes in net cash provided by operating activities include payments for personnel expenses for our employees, costs related to delivering our services and products, partner commissions, advertising and interest on our long-term debt.

investments made to support the growth of our business including personnel expenses of $13.8 million, an increase in costs directly related to the delivery of our services and products of $7.0 million, and an increase in taxes of $1.4 million.

The decrease in cash provided by operating activities for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily due to a decrease in cash collections from our subscription and transaction fees and marketing technology solutions, which includes revenues from payment processing of approximately $22.4 million, and investments made to support the growth of our business including personnel expenses of $4.6 million, partially offset by lower costs as a result of our transformation and optimization initiatives comprised of lower costs related to the delivery of our services and products of $16.2 million, lower interest payments of $7.2 million, a decrease in taxes of $1.5 million, and higher interest income of $0.4 million.

The increase in cash provided for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to an increase in cash collections from our subscription and transaction fees and marketing technology solutions, which includes revenues from payment processing of approximately $28.0 million and higher interest income of $2.0 million, partially offset by investments made to support the growth of our business including personnel expenses of $13.8 million, an increase in costs directly related to the delivery of our services and products of $7.0 million, and an increase in taxes of $1.4 million.

Cash Flow from Investing Activities

During the year ended December 31, 2025, net cash used in investing activities of $30.6 million was related primarily to the acquisition of ZyraTalk, net of cash acquired, for approximately $35.8 million, costs to develop software of $29.6 million and $2.2 million for purchases of property and equipment, partially offset by proceeds from marketing technology solutions, net of transaction costs and cash sold for approximately $37.1 million.

During the year ended December 31, 2024, net cash used in investing activities of $12.3 million was related primarily to costs to develop software of $17.4 million and $1.5 million for purchases of property and equipment, partially offset by proceeds from the sale of Fitness Solutions, net of transaction costs, cash and restricted cash sold for approximately $6.6 million.

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During the year ended December 31, 2024, net cash used in financing activities of $59.6 million was related primarily to the repurchase and retirement of shares of our common stock of $57.7 million.

During the year ended December 31, 2023, net cash used in financing activities of $66.6 million was related primarily to the repurchase and retirement of shares of our common stock of $67.3 million.

For additional information regarding our repurchase and retirement of shares of our common stock, refer to Note 11.

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Credit Facilities

We are party to a credit agreement, as amended, that provides for one term loan for an aggregate principal amount of $550.0 million (“Term Loan”), a revolver with a capacity of $190.0 million (“Revolver”) and a sub-limit of the Revolver available for letters of credit up to an aggregate face amount of $20.0 million.

We are party to a credit agreement, as amended, that provides for one term loan for an aggregate principal amount of $529.4 million (the “Term Loan”), a revolver with a capacity of $155.0 million (“Revolver”) and a sub-limit of the Revolver available for letters of credit up to an aggregate face amount of $20.0 million.

These debt arrangements are collectively referred to herein as the “Credit Facilities”.

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With respect to Eurocurrency borrowings, interest payments are due on the last business day of the interest period applicable to the borrowing and, in the case of a Eurocurrency borrowing with an interest period of more than three months’ duration, each day prior to the last day of such interest period that occurs at intervals of three months’ duration after the first day of such interest period.

Effective as of July 1, 2023, borrowings under the Credit Facilities bear interest at the Company’s option at ABR plus an applicable rate, or at a forward-looking term rate based upon the secured overnight financing rate (“SOFR”), plus (i) (a) with respect to the Term Loan, credit spread adjustments of 0.11448%, 0.26161%, 0.42826% and 0.71513% for interest periods of one, three, six and twelve months, respectively, and (b) with respect to revolving loans, a credit spread adjustment of 0.0% (“Adjusted SOFR”) plus (ii) an applicable rate, in each case with such applicable rate based on the Company’s first lien net leverage ratio.

The ABR represents the highest of the prime rate, Federal Reserve Bank of New York rate plus ½ of 1%, and the Adjusted SOFR for a one month interest period plus 1%.

The applicable rate for the Term Loan and the Revolver was 3.0% for Adjusted SOFR borrowings and 2.0% for ABR borrowings, in each case subject to change based on our first lien net leverage ratio.

On December 13, 2024, the Company entered into an amendment (the “Amendment”) to the Credit Facilities to reduce the applicable margin and remove the credit spread adjustment from the existing Term Loan in their entirety in an aggregate principal amount of $533.5 million.

Following the Amendment, the Term Loan bears interest, at the borrower’s election, at (x) a forward-looking term rate based upon SOFR plus an applicable margin of 2.50%, with a minimum forward-looking SOFR rate 0.50% or (y) ABR plus an

applicable margin of 1.50%, with a minimum ABR of 1.50%, in each case, with no step-downs.

On December 13, 2024, the Company entered into an amendment (the “2024 Amendment”) to the Credit Facilities to reduce the applicable margin and remove the credit spread adjustment from the existing Term Loan in its entirety in an aggregate principal amount of $533.5 million.

Following the 2024 Amendment, the Term Loan bears interest, at the borrower’s election, at (x) a forward-looking term rate based upon the secured overnight financing rate (“SOFR”) (as defined in the Credit Facilities) plus an applicable margin of 2.50%, with a minimum forward-looking SOFR rate 0.50% or (y) Alternative Base Rate (“ABR) (as defined in the Credit Facilities) plus an applicable margin of 1.50%, with a minimum ABR of 1.50%, in each case, with no step-downs.

The credit spread adjustment was removed in connection with the 2024 Amendment.

The refinanced Term Loan priced at par and refinanced all of the existing term loans outstanding under the Credit Agreement immediately prior to giving effect to the 2024 Amendment.

Beginning in late 2022, we executed a series of three interest rate swaps (for total notional amounts of $425 million) to convert a portion of the floating rate component of our Term Loan to a fixed rate.

Effective October 31, 2022, we entered into an interest rate swap agreement in connection with the Company’s Credit Facilities for a notional amount of $200.0 million (the “Initial Swap”).

The Initial Swap has a term of five years with a fixed rate in the agreement of 4.212% as amended in June 2023.

Additionally, effective March 31, 2023, the Company entered into a second interest rate swap agreement in connection with our Credit Facilities for a notional amount of $100.0 million (the “Second Swap”).

The Second Swap has a term of approximately 4.5 years with a fixed rate in the agreement of 3.951%, as amended in June 2023.

Additionally, effective September 20, 2024, the Company entered into a third interest rate swap agreement in connection with our Credit Facilities for a notional amount of $125.0 million (the “Third Swap”).

The Third Swap has a term of approximately 3.0 years with a fixed rate in the agreement of 3.395%.

Effective as of June 10, 2025, the Company entered into an additional amendment to the Credit Facilities (the “June 2025 Amendment”) to reduce the commitments outstanding under the Revolver, extend the maturity of a portion of such commitments and reduce the applicable margin with respect to extended revolving loans.

As a result of the June 2025 Amendment, commitments under the Revolver were reduced from $190.0 million to $155.0 million.

With respect to $125.0 million of such commitments, (i) the maturity date was extended to January 6, 2028 and (ii) the applicable margin for (x) Term SOFR (as defined in the Credit Facilities) loans was reduced to 2.50% and (y) ABR (as defined in the Credit Facilities) loans was reduced to 1.50%, in each case, subject to a single 0.25% step-down based on the Company’s first lien net leverage ratio.

With respect to the remaining $30.0 million of such commitments, (i) the maturity date remains July 6, 2026 and (ii) the applicable margin was unchanged.

Additionally, on July 29, 2025, the Company entered into an amendment to the Credit Facilities (the “July 2025 Amendment”) to, among other things, refinance the existing Term Loan in an aggregate principal amount of $529.4 million.

The July 2025 Amendment, among other things, (i) extends the maturity date of the Term Loan to July 6, 2031, and (ii) reduces the applicable margin by 25 basis points with respect to all term loans.

The Term Loan bears interest, at the Borrower’s election, at (x) Term SOFR (as defined in the Credit Agreement) plus an applicable margin of 2.25%, with a minimum Term SOFR rate of 0.50% or (y) ABR (as defined in the Credit Agreement) plus an applicable margin of 1.25%, with a minimum ABR of 1.50%, in each case, with no stepdowns.

The refinanced Term Loan priced at par and refinanced the existing term loan outstanding under the Credit Agreement immediately prior to giving effect to the July 2025 Amendment.

Pursuant to the July 2025 Amendment, with respect to $125.0 million of commitments under the existing $155.0 million Revolver, (i) the maturity date was extended to July 29, 2030 and (ii) the applicable margin for (x) Term SOFR loans was reduced to 2.00% and (y) Alternate Base Rate loans was reduced to 1.00%, in each case, subject to a 25 basis points step-up based on the Company’s first lien net leverage ratio.

Other than the changes noted above, the terms and conditions of all commitments at closing as well as those extending beyond the original maturity date remain the same as the existing Revolver.

Accordingly, $155.0 million of availability remains under the Revolver until July 6, 2026 and then reduces to $125.0 million through July 29, 2030.

We have entered into the following interest rate swap agreements in connection with our Credit Facilities to convert a portion of the floating rate component of the Term Loan from a floating rate to fixed rate:

Fixed Interest

Asset (Liability) Fair Value at

December 31, 2025

(in thousands) (in thousands)

October 31, 2022 October 31, 2027 4.212 % $ 200,000 $ (3,293)

March 31, 2023 October 31, 2027 3.951 % $ 100,000 $ (1,178)

September 20, 2024 October 31, 2027 3.395 % $ 125,000 $ (216)

The Revolver has a variable commitment fee, which is based on our first lien leverage ratio.

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The effective interest rate on the Term Loan was approximately 6.32% for the year ended December 31, 2025, excluding the effect of any interest rate swap agreements.

As of December 31, 2024, we were in compliance with the covenants under the Credit Facilities.

As of December 31, 2025, we were in compliance with the financial covenants under the Credit Facilities.

Stock Repurchase Program

On June 14, 2022, our Board approved a stock repurchase program (as subsequently amended, the “Repurchase Program”) with authorization to purchase up to $50.0 million in shares of the Company’s common stock through the expiration of the program on December 21, 2022.

On November 7, 2022, November 5, 2023, and May 21, 2024, our Board increased the authorization of the Repurchase Program by an additional $50.0 million in shares of the Company’s common stock on each date for a total authorization to repurchase up to $200.0 million in shares of the Company’s common stock, and most recently extended the expiration of the Repurchase Program through December 31, 2025.

On November 7, 2022, November 5, 2023, May 21, 2024, May 1, 2025, and November 4, 2025 our Board increased the authorization of the Repurchase Program by an additional $50.0 million in shares of the Company’s common stock on each date for a total authorization to repurchase up to $300.0 million in shares of the Company’s common stock, and most recently extended the expiration of the Repurchase Program through December 31, 2026.

Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs.

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Revenues are derived from subscription and transaction fees, marketing technology solutions, and other revenues.

We recognize revenue when our customers obtain control of goods or services in an amount that reflects the consideration that we expect to receive

in exchange for those goods or services.

We recognize revenue when our customers obtain control of goods or services in an amount that reflects the consideration that we expect to receive in exchange for those goods or services.

In determining the total consideration that we expect to receive, we include variable consideration only to the extent that it is probable that a significant reversal of cumulative revenue will not occur when the uncertainty is resolved.

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Administration services contracts with customers are generally for an annual or monthly term and renew automatically upon lapse of the current term.

Marketing Technology Solutions:

Marketing technology solutions consist of digital advertising management and consumer connection services.

Revenue generated from digital advertising management services is recognized on a ratable basis over the service period as the customer simultaneously receives and consumes the benefits of the management services evenly throughout the contract period.

Revenue generated from consumer connection services may be recognized at either a point-in-time or an over-time basis as each connection is delivered.

Marketing technology solutions service related contracts are typically short-term with stated contract terms that are less than one year.

Other revenues generally consist of fees associated with the sale of distinct professional services and hardware.

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Our professional services associated with our subscription revenue generally relate to standard implementation, configuration, installation, or training services applied to both SaaS and on-premise deployment models.

Marketing revenue related professional service fees are derived from website design, creation or enhancement services.

Professional service revenue is recognized over time as the services are performed, as the customer simultaneously receives and consumes the benefit of these services.

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The transaction price for contracts with multiple performance obligations is allocated based on the relative stand-alone selling price of each performance obligation within the contract.

Judgement can be involved when determining the stand-alone selling price of products and services.

Judgment can be involved when determining the stand-alone selling price of products and services.

For the majority of the Company’s SaaS, on-premise license and professional services, we establish a stand-alone selling price based on observable selling prices to similar classes of customers.

If the stand-alone selling price is not observable through past transactions, we estimate the stand-alone selling price taking into consideration available information such as market conditions and internally approved pricing guidelines related to the performance obligation.

related to the performance obligation.

As permitted under ASC 606, at times we have established the stand-alone selling price of performance obligations as a range and utilize this range to determine whether there is a discount that needs to be allocated based on the relative stand-alone selling price of the various performance obligations.

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In accordance with applicable accounting guidance, a company can assess qualitative factors to determine whether it is necessary to perform a goodwill impairment test or may elect to proceed directly to a quantitative goodwill impairment test.

For the year ended December 31, 2023 the Company performed a quantitative assessment, which resulted in substantial excess of estimated fair value over net carrying value for each reporting unit.

For the year ended December 31, 2025, the Company performed an qualitative annual impairment assessment, which indicated that it was more likely than not that the estimated fair value was in excess of the net carrying value for each reporting unit.

The qualitative annual impairment assessment for the year ended December 31, 2024 excluded the marketing technology reporting unit as discussed below.

For the year ended December 31, 2023 the Company performed a quantitative assessment, which resulted in substantial excess of estimated fair value over net carrying value for each reporting unit.

For the quantitative assessment, we use a weighted combination of a discounted cash flow model (known as the income approach) and comparisons to publicly traded companies engaged in similar businesses (known as the market approach).

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In the future, if there are material changes in the underlying estimates and assumptions pertaining to the impairment assessment, the financial statements could be materially impacted.

For the years ended December 31, 2023 and 2022, we determined that it was more likely than not that the fair value of each of our reporting units was more than the respective related carrying amounts, including goodwill, and therefore did not record any goodwill impairment.

The Company performed a qualitative annual impairment assessment for the year ended December 31, 2024 and 2022, which resulted in substantial excess of estimated fair value over net carrying value for each reporting unit, except for the marketing technology reporting unit for the year ended December 31, 2024 as further described below.

The Company performed a qualitative annual impairment assessment for the year ended December 31, 2024, which resulted in substantial excess of estimated fair value over net carrying value for each reporting unit, except for the marketing technology reporting unit as further described below.

As a result of this qualitative assessment for the year ended December 31, 2024, we performed a further quantitative evaluation for the marketing technology reporting unit.

During the fourth quarter 2024, in conjunction with our review of strategic alternatives for our Marketing Technology Solutions, and as a result of lower than expected financial performance and future forecasted growth rates we determined that the estimated fair value of our marketing technology reporting unit was insufficient to recover the net carrying value of the reporting unit resulting in an impairment of goodwill of approximately $28.1 million (see Note 20.

Subsequent Event included in this Annual Report on Form 10-K).

During the fourth quarter 2024, in conjunction with our review of strategic alternatives for our marketing technology solutions, and as a result of lower than expected financial performance and future forecasted growth rates we determined that the estimated fair value of our marketing technology reporting unit was insufficient to recover the net carrying value of the reporting unit resulting in an impairment of goodwill of approximately $28.1 million.

Additionally, during the year ended December 31, 2025, we recognized a goodwill impairment charge of $6.9 million, related to the sale of marketing technology solutions (see Note 3.

Acquisition and Dispositions included in this Annual Report on Form 10-K).

In connection with the definitive sale and purchase agreements to sell our fitness solutions, we tested the goodwill balance for impairment as of March 31, 2024 and recognized a goodwill impairment of $6.4 million representing the allocated goodwill for Fitness Solutions (see Note 3.

Acquisitions and Dispositions included in this Annual Report on Form 10-K).

Acquisition and Dispositions included in this Annual Report on Form 10-K).

Intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset.

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The Company did not identify indicators of impairment for the year ended December 31, 2022.

In the future, if there are material changes in the underlying estimates and assumptions pertaining to the impairment assessment, the financial statements could be materially impacted.

Deferred income tax assets and liabilities are determined based upon the net tax effect of the differences between the financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income or loss in the years in which the differences are expected to be reversed.

A valuation allowance is used to reduce some or all of the deferred tax assets if, based upon the weight of available evidence, it is more likely than not that those deferred tax assets will not be realized.

A valuation allowance is used to reduce some

or all of the deferred tax assets if, based upon the weight of available evidence, it is more likely than not that those deferred tax assets will not be realized.

In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, recent financial operations and their associated valuation allowances, if any.

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The tax benefits recognized in the consolidated financial statements from such a position are measured as the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution.

The Company recorded an additional $13.0 million and $4.1 million in valuation allowance on our deferred tax assets in 2024 and 2023, respectively, using the aforementioned approach.

The Company recorded a reduction of $0.3 million and an increase of $13.0 million in valuation allowance on our deferred tax assets in 2025 and 2024, respectively, using the aforementioned approach.

The Company recorded $0.6 million and $0.1 million in unrecognized tax benefits for the years ended December 31, 2025 and 2024, respectively.

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Summary of Significant Accounting Policies in the notes to the consolidated financial statements included in this Annual Report on Form 10-K for a discussion of accounting pronouncements recently adopted and recently issued accounting pronouncements not yet adopted and their potential impact to our financial statements.

Election Under the Jumpstart Our Business Startups Act of 2012

The Company currently qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.

Accordingly, the Company is provided the option to adopt new or revised accounting guidance either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies.

The Company has elected to adopt new or revised accounting guidance within the same time period as private companies, unless management determines it is preferable to take advantage of early adoption provisions offered within the applicable guidance.

Our utilization of these transition periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the transition periods afforded under the JOBS Act.

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 7. Management’s Discussion and Analysis