What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-12 compared with 2025-03-13 · 434 added, 272 removed, 904 unchanged (44% of the section changed)

3 unchanged sentences

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023

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We have audited the accompanying consolidated balance sheets of EverCommerce Inc.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

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Cash and cash equivalents $ 129,730 $ 135,782

Restricted cash — 3,570

Accounts receivable, net of allowance for expected credit losses of $ 3.6 million and $ 2.3 million at December 31, 2025 and 2024, respectively

1 unchanged sentence

Contract assets 11,612 12,839

Assets held for sale

Prepaid expenses and other current assets 34,391 27,181

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Other non-current assets 36,261 36,127

Non-current assets held for sale

Intangible assets, net 164,240 211,172

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Current maturities of long-term debt 5,500 5,500

Liabilities held for sale

Total current liabilities 100,650 110,726

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Other non-current liabilities 36,380 36,301

Non-current liabilities held for sale

Total liabilities 654,921 670,442

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EverCommerce Inc.

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Operations and Comprehensive Income (Loss)

(in thousands, except per share and share amounts)

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

Marketing technology solutions 129,271 133,162 134,596

Other 21,992 19,208 19,752

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Loss on sale and impairments 85 11,670 6,325

39,709 6,325 —

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

1 unchanged sentence

59,250 26,202 ( 2,920 )

Interest and other expense, net ( 35,559 ) ( 46,407 ) ( 33,902 )

Net loss before income tax (expense) benefit

Interest and other income (expense), net

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

Income tax (expense) benefit

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 )

(Loss) income from discontinued operations, net of income tax

( 605 ) ( 25,892 ) 5,085

Other comprehensive (loss) gain:

Foreign currency translation (loss) gain, net

Net income (loss) 17,599 ( 41,089 ) ( 45,620 )

Other comprehensive income (loss):

Foreign currency translation gain (loss), net 1,632 ( 6,301 ) 2,181

Comprehensive income (loss)

$ 19,231 $ ( 47,390 ) $ ( 43,439 )

Comprehensive loss

Basic net income (loss) per share attributable to common stockholders

Continuing operations

$ 0.10 $ ( 0.08 ) $ ( 0.27 )

Basic and diluted net loss per share attributable to common stockholders $ ( 0.22 ) $ ( 0.24 ) $ ( 0.31 )

Basic and diluted weighted-average shares of common stock outstanding used in computing net loss per share 184,897,709 188,938,892 194,624,968

Discontinued operations

— ( 0.14 ) 0.03

$ 0.10 $ ( 0.22 ) $ — $ ( 0.24 )

Diluted net income (loss) per share attributable to common stockholders

Continuing operations

$ 0.10 $ ( 0.08 ) $ ( 0.27 )

Discontinued operations

— ( 0.14 ) 0.03

$ 0.10 $ ( 0.22 ) $ — $ ( 0.24 )

Weighted-average shares of common stock outstanding used in computing net income (loss) per share:

181,392,891 184,897,709 188,938,892

183,906,513 184,897,709 188,938,892

The accompanying notes are an integral part of these consolidated financial statements.

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Balance at January 1, 2023

Issuance of common stock for Employee Stock Purchase Plan 502 — 3,366 — — 3,366

Common stock issued upon vesting of restricted stock units 162 — — — — —

Stock-based compensation — — 26,818 — — 26,818

Stock option exercises 351 — 1,819 — — 1,819

Repurchase and retirement of common stock ( 4,952 ) — ( 42,994 ) — — ( 42,994 )

Release of valuation allowance related to prior equity transactions — — 283 — — 283

Foreign currency translation loss, net — — — — ( 8,431 ) ( 8,431 )

Net loss — — — ( 59,816 ) — ( 59,816 )

Balance at December 31, 2022

191,447 $ 2 $ 1,489,935 $ ( 573,046 ) $ ( 10,198 ) $ 906,693

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Common stock issued upon vesting of restricted stock units, net of shares withheld for employee taxes 1,437 — ( 3,824 ) — — ( 3,824 )

1,437 — ( 3,824 ) — — ( 3,824 )

Stock-based compensation — — 26,491 — — 26,491

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Balance at December 31, 2024 183,725 $ 2 $ 1,426,206 $ ( 661,064 ) $ ( 14,318 ) $ 750,826

Issuance of common stock for Employee Stock Purchase Plan 383 — 3,036 — — 3,036

Common stock issued upon vesting of restricted stock units, net of shares withheld for employee taxes 1,274 — ( 6,722 ) — — ( 6,722 )

Stock-based compensation — — 28,429 — — 28,429

Stock option exercises 953 — 7,712 — — 7,712

Repurchase and retirement of common stock, including taxes ( 8,223 ) — ( 85,639 ) — — ( 85,639 )

Foreign currency translation gain, net

— — — — 1,632 1,632

— — — 17,599 — 17,599

Balance at December 31, 2025

178,112 $ 2 $ 1,373,022 $ ( 643,465 ) $ ( 12,686 ) $ 716,873

The accompanying notes are an integral part of these consolidated financial statements.

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Cash flows provided by operating activities:

Net loss $ ( 41,089 ) $ ( 45,620 ) $ ( 59,816 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Net income (loss)

$ 17,599 $ ( 41,089 ) $ ( 45,620 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 68,422 88,824 104,201

Stock-based compensation 26,491 25,559 26,818

Stock-based compensation expense

28,429 26,491 25,559

Deferred taxes ( 132 ) 2,734 ( 1,657 )

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Bad debt expense 5,625 4,660 6,016

(Gain) loss on interest rate swap valuation adjustments

Loss (gain) on interest rate swap valuation adjustments

6,183 ( 6,384 ) 1,996

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Capitalization of software costs ( 29,625 ) ( 17,445 ) ( 20,043 )

Proceeds from disposition of fitness solutions, net of transaction costs, cash and restricted cash

Acquisition, net of cash acquired

Proceeds from dispositions, net of transaction costs, cash and restricted cash

37,051 6,610 —

Acquisitions, net of cash acquired

( 35,773 ) — ( 14,940 )

Net cash used in investing activities ( 30,573 ) ( 12,297 ) ( 38,020 )

2 unchanged sentences

( 5,500 ) ( 5,500 ) ( 5,500 )

Exercise of stock options 4,112 2,603 1,819

Deferred financing costs ( 940 ) — —

Exercise of stock options, net

7,712 4,112 2,603

Proceeds from common stock issuance for Employee Stock Purchase Plan 3,036 3,310 3,550

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

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

Net (decrease) increase in cash, cash equivalents and restricted cash, including cash and restricted cash classified as held for sale

( 6,052 ) 39,603 355

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

As of December 31, 2024, the Company served more than 740,000 customers across three core verticals:

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

EverPro for Home Services;

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The platform provides vertically-tailored SaaS solutions that address service SMBs’ increasingly nuanced demands, as well as highly complementary solutions that provide fully-integrated offerings, allowing service SMBs and EverCommerce to succeed in the market, and provide end consumers more convenient service experiences.

The Company is headquartered in Denver, Colorado, and has operations across the United States, Canada, Jordan, United Kingdom, Australia and New Zealand.

The Company is headquartered in Denver, Colorado, and has operations across the United States, Canada, United Kingdom, Australia and New Zealand.

Summary of Significant Accounting Policies

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All material intercompany transactions have been eliminated in consolidation.

On March 13, 2024, the Company entered into definitive sale and purchase agreements to sell our fitness solutions to Jonas Fitness Portfolio Holdco Inc.

In late 2024, the Company began a process to review strategic alternatives for its marketing technology solutions.

On March 5, 2025, the Board of Directors (“the Board”), in conjunction with management, committed to a plan to sell its marketing technology solutions.

On October 31, 2025, the Company completed the sale of its marketing technology solutions business concluding the previously announced strategic review.

The Company determined that its decision to sell marketing technology solutions is considered a strategic shift that will have a major effect on its operations and financial results and met the criteria for classification as discontinued operations.

As such, the assets and liabilities of marketing technology solutions are presented as held for sale on our consolidated balance sheets as of December 31, 2024.

The results of operations of marketing technology solutions are presented as discontinued operations in our consolidated statements of operations and comprehensive income (loss) for all periods presented through the date of sale.

The consolidated statements of cash flow are inclusive of continuing and discontinued operations for all periods presented.

Certain prior period amounts related to discontinued operations have been reclassified and separately presented in the consolidated financial statements and accompanying notes to conform to the current year presentation.

Unless otherwise noted, disclosures throughout these notes to the consolidated financial statements reflect continuing operations only.

Refer to Note 3.

Acquisition and Dispositions for additional information.

On March 13, 2024, the Company entered into definitive sale and purchase agreements to sell its fitness solutions to Jonas Fitness Portfolio Holdco Inc.

(“Jonas Software”) (see Note 3.

Acquisitions and Dispositions).

Acquisition and Dispositions).

The sale of American Service Finance LLC., ASF Payment Solutions ULC and Technique Fitness Inc.

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The divestiture did not qualify for reporting as a discontinued operation.

As a result, our unaudited condensed consolidated financial statements include the results of North American Fitness and UK Fitness for all periods through the applicable date of sale.

As a result, our consolidated financial statements include the results of North American Fitness and UK Fitness for all periods through the applicable date of sale.

Use of Estimates

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recognizing stock-based compensation expens e and estimating standalone selling price, when applicable, for the allocation of transaction price when multiple performance obligations are included in a contract with a customer.

EverCommerce Inc.

Notes to Consolidated Financial Statements

We evaluate our estimates on an ongoing basis.

The Company bases these estimates on historical and anticipated results, trends, and various other assumptions the Company believes are reasonable under the circumstances, including assumptions as to future events.

We base these estimates on historical and anticipated results, trends, and various other assumptions we believe are reasonable under the circumstances, including assumptions as to future events.

These estimates form the basis for making judgments about the carrying values of assets and liabilities and recognized revenue and expenses that are not readily apparent from other sources.

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Actual results could differ from those estimates and assumptions.

Assets and Liabilities Held for Sale and Discontinued Operations

The Company classifies assets and liabilities as held for sale (the “disposal group”) in the period when all the relevant classification criteria have been met.

Assets and liabilities held for sale are measured at the lower of carrying value or fair value less cost to sell.

Any loss resulting from the measurement is recognized in the period in which the held for sale criteria are met.

Conversely, gains are not recognized on the sale of the disposal group until the date of sale.

The fair value of the disposal group, less any cost to sell, are reassessed during each subsequent reporting period it remains classified as held for sale.

Subsequent changes in the disposal group’s fair value less cost to sell will be reported as an adjustment to the carrying value of the disposal group to the extent that it does not increase the value of the disposal group beyond its original carrying value at the time it was initially classified as held for sale.

Upon determining that the disposal group meets the criteria to be classified as held for sale, the Company discontinues depreciation and amortization and the related assets and liabilities are reported as held for sale on the consolidated balance sheets.

As part of this assessment, the Company also evaluates the criteria for reporting the disposal group as a discontinued operation.

Factors which the Company considers include, but are not limited to, whether the disposal represents a strategic shift that would have a major effect on the Company's operations and financial results.

Business Combinations

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Acquisition-related transaction costs are expensed in the period in which the costs are incurred.

EverCommerce Inc.

Notes to Consolidated Financial Statements

Determining the fair value of assets acquired and liabilities assumed requires management to make significant judgments and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies.

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At times and for cash maintained at domestic institutions, certain account balances may exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage.

The Company has not experienced any losses on such accounts, and management believes that the Company’s risk of loss is remote.

The Company has not experienced any losses on such accounts, and management believes that its risk of loss is remote.

Market conditions can impact the viability of these institutions.

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Restricted cash consists of funds that are contractually restricted as to usage or withdrawal.

Restricted cash relates to cash collected from our customers’ clients that will be remitted to our customers subsequent to period-end, generally within a time period no longer than one month.

Restricted cash historically related to our fitness operations, which were disposed of in 2024 (see Note 3.

Acquisition and Dispositions).

Accounts Receivable, net

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Depreciation is computed using the straight-line method over the following estimated useful lives.

EverCommerce Inc.

Notes to Consolidated Financial Statements

Property and Equipment Estimated Useful Life

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The Company capitalizes certain costs related to software developed for internal use for which it has no plans to market externally.

Internal use software includes the software used for the Company’s SaaS offerings.

The Company expenses the costs of developing computer software until the software has reached the application development stage and capitalizes all costs incurred from that time until the software has been placed in service, at which time amortization of the capitalized costs begins.

Internal use software includes the software used for its SaaS offerings.

We expense the costs of developing computer software until the software has reached the application development stage and capitalizes all costs incurred from that time until the software has been placed in service, at which time amortization of the capitalized costs begins.

Determination of when the software has reached the application development stage is based upon completion of conceptual designs, evaluation of alternative designs and performance requirements.

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The Company amortizes software costs, using the straight-line method, over its estimated useful life of five years .

EverCommerce Inc.

Notes to Consolidated Financial Statements

Cloud Computing Arrangements

The Company incurs costs to implement cloud computing arrangements hosted by third-party vendors that are considered service contracts.

We capitalize certain implementation costs of cloud computing arrangements during the application development stage, consistent with the capitalization criteria used for internal use software.

Capitalized implementation costs are amortized on a straight-line basis over its estimated useful life of five years .

Capitalized amounts related to such arrangements are recorded within prepaid and other current assets and other non-current assets on the consolidated balance sheets, and the associated amortization expense is included within general and administrative expense on the consolidated statements of operations and comprehensive income (loss).

Intangible Assets, net

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The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.

Recoverability of the asset is measured by comparison of its carrying amount to undiscounted future net cash flows the asset is expected to generate or other appropriate measures of fair value.

Recoverability of the asset is measured by comparison of its carrying amount to undiscounted future net cash flows the asset is expected to generate.

If such assets are considered to be impaired, the impairment recognized is measured as the amount by which the carrying amount of the asset exceeds its estimated fair value.

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

The impairment charges are recorded in impairment expense on the consolidated statements of operations and comprehensive loss.

The impairment charges are recorded in impairment expense on the consolidated statements of operations

EverCommerce Inc.

Notes to Consolidated Financial Statements

and comprehensive income (loss).

There were no impairments of long-lived assets during the years ended December 31, 2025 and 2024, other than the abandonment of certain features of its capitalized software as more fully described in Note 8.

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If the carrying value, including goodwill, exceeds the reporting unit’s fair value, we will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair value.

During 2024, we recognized $ 34.5 million of goodwill impairment charges, which are included in loss on sale and impairments on the consolidated statements of operations and comprehensive loss.

As a result of our evaluation, 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 charge of approximately $ 28.1 million during the three months ended December 31, 2024 (see Note 20.

Subsequent Event).

Additionally, we recognized $ 6.4 million of goodwill impairment charges representing the allocated goodwill to Fitness Solutions (see Note 3.

Acquisitions and Dispositions).

We did not incur any goodwill impairment losses during the years ended December 31, 2023 and 2022.

The Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) as of January 1, 2022 and recognized right-of-use (“ROU”) lease assets and lease liabilities on the balance sheet representing the rights and obligations created by those leases and disclosed key information about leasing arrangements.

Lease expense is recognized on a straight-line basis over the non-cancelable lease term and is recorded to general and administrative expense on the statements of operations and comprehensive loss.

Operating ROU lease assets are included in other non-current assets and operating lease liabilities are included in accrued expenses and other and other non-current liabilities on our consolidated balance sheets.

EverCommerce Inc.

Notes to Consolidated Financial Statements

Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

We do not recognize ROU lease assets and lease liabilities for leases with a term of 12 months or less.

For all other leases, operating lease assets and liabilities are recognized at commencement based on the present value of lease payments over the lease term.

We recorded goodwill impairment losses during the years ended December 31, 2025 and 2024 (see Note 3.

Acquisition and Dispositions).

We did not incur any goodwill impairment losses during the year ended December 31, 2023.

The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations.

We also consider whether our service arrangements include the right to control the use of an asset.

Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

We do not recognize right-of-use (“ROU”) lease assets and lease liabilities for leases with a term of 12 months or less.

For all other leases, operating lease assets and liabilities are recognized at commencement based on the present value of lease payments over the lease term.

The ROU lease assets also include any initial direct costs incurred and lease payments made at or before the commencement date and are adjusted for lease incentives.

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Our incremental borrowing rate is the rate of interest the Company would have to pay to borrow on a collateralized basis adjusted for market conditions and the length of the lease term.

Judgement is applied in assessing factors such as Company-specific credit risk, lease term, nature and quality of the underlying collateral, currency, and economic environment in determining the incremental borrowing rate to apply to each lease.

Judgment is applied in assessing factors such as Company-specific credit risk, lease term, nature and quality of the underlying collateral, currency, and economic environment in determining the incremental borrowing rate to apply to each lease.

The Company’s leases may include a non-lease component representing additional services transferred to the Company, such as common area maintenance for real estate.

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The Company’s leases generally do not contain any material restrictive covenants or residual value guarantees.

Lease expense is recognized on a straight-line basis over the non-cancelable lease term and is recorded to general and administrative expense on the statements of operations and comprehensive income (loss).

The Company does not have any leases classified as finance leases.

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Costs incurred in connection with the establishment of revolving credit facilities are capitalized and amortized over the term of the related facility period, using the straight-line method.

Amortization of debt issuance costs, noncash discounts and other credit facility costs are included in interest expense on the consolidated statements of operations and comprehensive loss.

Amortization of debt issuance costs, noncash discounts and other credit facility costs are included in interest expense on the consolidated statements of operations and comprehensive income (loss).

EverCommerce Inc.

Notes to Consolidated Financial Statements

Revenue Recognition

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The Company then allocates the transaction price to the respective performance obligations, and recognizes revenue when (or as) the performance obligations are satisfied.

The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services.

The Company maintains three primary categories of revenue sources:

The amount of revenue recognized reflects the consideration the Company expects to be entitled to receive in exchange for these goods or services.

The Company maintains two primary categories of revenue sources:

Subscription and Transaction Fees:

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Contracts may contain termination for convenience provisions that allow the Company, customer or both parties the ability to terminate for convenience, either at any time or upon providing a specified notice period, without a penalty.

The contract term for accounting purposes is determined to be the period in which parties to the contract have present enforceable rights and obligations, therefore the contract term for accounting purposes may

EverCommerce Inc.

Notes to Consolidated Financial Statements

be shorter than the stated term.

• SaaS and related support services :

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Contracts are generally fixed price and may be invoiced on a monthly, quarterly or annual basis, with standard payment terms ranging from due upon receipt to 30 days.

The timing of revenue recognition may differ from the timing of invoicing customers due to the existence of these invoicing practices as well as the requirement to recognize revenue on a relative stand-alone selling price basis.

Transaction fees relate to payment processing and group purchasing program administration services.

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Transaction services contracts with customers are generally for a term of one month and renew automatically each month.

EverCommerce Inc.

Notes to Consolidated Financial Statements

• Purchasing program administration services:

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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.

Digital advertising management services include content creation, search engine optimization and paid media management services.

The nature of the performance obligation within advertising management contracts is to stand-ready and provide management services on a continuous basis over the contract term.

As a result, revenue associated with 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 .

The Company typically earns a fixed recurring fee in exchange for advertising management services;

however, in certain instances, the transaction consideration to which the Company is entitled may be variable.

The Company applies the variable consideration allocation exception to these arrangements.

Advertising management services are typically invoiced on a monthly basis either in arrears or in advance.

Certain arrangements may be invoiced on a quarterly or annual basis.

Consumer connection services relate to the sourcing and delivery of service requests from consumers to home service providers.

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

Revenue is derived from fees paid by service professionals for consumer matches.

Fees associated with each consumer match generated may be either fixed price or variable.

The variable consideration, subject to being constrained by Company estimates, is allocated to the connection from which it was derived.

Payment for consumer connection services is received in arrears, typically within one month of when the services have been provided.

The Company records a contract asset or unbilled receivable for this difference on the consolidated balance sheets.

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

EverCommerce Inc.

Notes to Consolidated Financial Statements

Other revenues generally consist of fees associated with the sale of distinct professional services, either in support of subscription revenue or marketing technology revenue, and hardware.

Professional service offerings are typically sold as part of an arrangement for products or services included within subscription or marketing revenue.

Professional services associated with subscription revenue generally relate to standard implementation, configuration, installation or training services applied to both SaaS and on-premise deployment models and those services associated with marketing technology are derived from website design, creation or enhancement services.

Other revenues generally consist of fees associated with the sale of distinct professional services, in support of subscription revenue and hardware.

Professional service offerings are typically sold as part of an arrangement for products or services included within subscription revenue.

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 Company’s contracts may include standard warranty or service level provisions that state promised goods and services will perform and operate in all material respects as defined in the respective agreements.

The Company has determined that these represent assurance-type warranties, and the Company has not incurred any material costs as a result of such commitments.

We have determined that these represent assurance-type warranties, and we have not incurred any material costs as a result of such commitments.

Cost to Obtain and Fulfill a Contract:

The Company incurs certain costs to obtain contracts, principally sales, third-party commissions and third-party fulfillment fees, which the Company capitalizes when the liability has been incurred if they are (i) incremental costs of obtaining a contract, (ii) expected to be recovered and (iii) have an expected amortization period that is greater than one year (as the Company has elected the practical expedient to expense any costs to obtain a contract when the liability is incurred if the amortization period of such costs would be one year or less).

The Company incurs certain costs to obtain contracts, principally sales, third-party commissions and third-party fulfillment fees, which we capitalize when the liability has been incurred if they are (i) incremental costs of obtaining a contract, (ii) expected to be recovered and (iii) have an expected amortization period that is greater than one year (as the Company has elected the practical expedient to expense any costs to obtain a contract when the liability is incurred if the amortization period of such costs would be one year or less).

Material Rights:

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We expense the cost of advertising as incurred, which is primarily for internet-based advertising to market our products and services.

For the years ended December 31, 2024, 2023 and 2022, advertising expenses included in sales and marketing expenses on the consolidated statements of operations and comprehensive loss were $ 24.4 million, $ 23.7 million and $ 21.4 million, respectively.

For the years ended December 31, 2025, 2024 and 2023, advertising expenses included in sales and marketing expenses on the consolidated statements of operations and comprehensive income (loss) were $ 22.6 million, $ 23.6 million and $ 23.0 million, respectively.

Stock-based Compensation

We measure stock-based compensation awards made to employees and directors based on the estimated grant date fair value of the awards and recognize the compensation expense on a straight-line basis over the applicable service period.

We use the Black-Scholes option-pricing model to estimate the fair value of options granted with time-based vesting and performance-based vesting terms, respectively, which requires the use of assumptions, including the fair value of the common stock, expected volatility, expected term, risk-free interest rate and expected dividends.

We estimate expected volatility based on the historical volatility of our common stock.

The expected term represents the estimated average period of time that the option will remain outstanding using the “simplified”

The Company measures stock-based compensation awards made to employees and directors based on the estimated grant date fair value of the awards and recognize the compensation expense on a straight-line basis over the applicable service period.

EverCommerce Inc.

Notes to Consolidated Financial Statements

method that measures the expected term as the average of the vesting period and the contractual term.

Black-Scholes option-pricing model to estimate the fair value of options granted with time-based vesting and performance-based vesting terms, respectively, which requires the use of assumptions, including the fair value of the common stock, expected volatility, expected term, risk-free interest rate and expected dividends.

We estimate expected volatility based on the historical volatility of our common stock.

The expected term represents the estimated average period of time that the option will remain outstanding using the “simplified” method that measures the expected term as the average of the vesting period and the contractual term.

The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of the awards.

The dividend yield assumption is based on history and the expectation of paying no dividends.

We estimate forfeitures at the date of grant and adjust these estimates to actual forfeitures as they occur.

The Company estimates forfeitures at the date of grant and adjust these estimates to actual forfeitures as they occur.

These assumptions involve inherent uncertainties including market conditions and employee behavior that are generally outside of the Company’s control.

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When applicable, interest and penalties relating to any such uncertain tax positions are recorded as part of income tax expense.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders.

The Company includes cumulative foreign currency translation adjustments in comprehensive loss as described below.

Net Loss per Share Attributable to Common Stockholders

The Company computes basic net loss per share attributable to its common stockholders by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration of common stock equivalents.

Diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive.

Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders.

The Company includes cumulative foreign currency translation adjustments in comprehensive income (loss) as described below.

Net Income (Loss) per Share Attributable to Common Stockholders

The Company computes basic net income (loss) per share attributable to its common stockholders by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, without consideration of common stock equivalents.

Diluted net income (loss) per share of common stock attributable to common stockholders is computed by dividing net income (loss) by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury stock method.

Potentially dilutive securities consisting of outstanding stock options, restricted stock units (“RSUs”), and common stock pursuant to the Employee Stock Purchase Plan (“ESPP”) are considered to be common stock equivalents and are excluded from the calculation of diluted net loss per share when their effect would be antidilutive (see Note 12.

Stock-Based Compensation).

Foreign Currency Translation

12 unchanged sentences

Non-monetary assets and liabilities are remeasured using historical exchange rates.

Income and expense elements are remeasured at the average exchange rates during the respective periods in which the elements are recognized within the consolidated statements of operations and comprehensive loss.

Emerging Growth Company

As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies.

The Company has elected to use the extended transition period under the JOBS Act until the earlier of the date that it is (i) no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act.

As a result, the financial statements may not be comparable to companies that comply with the new or revised accounting

EverCommerce Inc.

Notes to Consolidated Financial Statements

pronouncements as of public company effective dates.

The adoption dates are discussed below to reflect this election within the Recently Issued Accounting Pronouncements section.

Recently Issued Accounting Pronouncements

We evaluate all ASUs issued by the FASB for consideration of their applicability.

The Company evaluates all ASUs issued by the FASB for consideration of their applicability.

ASUs not included in the disclosures in this report were assessed and determined to be either not applicable or are not expected to have a material impact on our consolidated financial statements.

Accounting pronouncements issued and adopted

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting - Improving Reportable Segment Disclosures (Topic 280) .

The update is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

The ASU requires disclosures to include significant segment expenses that are regularly provided to the CODM, an amount and description of the composition of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources.

The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods.

All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application to all prior periods presented in the financial statements.

The Company adopted this ASU for the year ending December 31, 2024, which resulted in Note 19.

Segment Reporting included within the Notes to the Consolidated Financial Statements.

Accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU No.

4 unchanged sentences

The amendments in this update should be applied on a prospective basis with retrospective application permitted.

The Company is currently evaluating the impact of adopting this update on its consolidated financial statements and disclosures.

The Company adopted this ASU for the year ended December 31, 2025, which resulted in additional disclosures in Note 16.

Income Taxes included within the Notes to the Consolidated Financial Statements.

Accounting pronouncements not yet adopted

In November 2024, the FASB issued ASU No.

4 unchanged sentences

The Company is currently evaluating the impact of adopting the amendments in this update on its consolidated financial statements and disclosures.

Acquisitions and Dispositions

2023 Acquisition

On August 10, 2023, the Company acquired 100 % of the interest of Norman’s Dojo Inc.

(“Kickserv”), a provider of field service management software for home service businesses for approximately $ 15.0 million in cash.

The acquisition adds offerings for SMBs across diversified portfolios with an opportunity to capture a broader segment of new customers within the Home Services vertical.

We accounted for the acquisition as a business combination under ASC 805, Business Combinations .

In July 2025, the FASB issued ASU No.

2025-05, Financial instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

This update provides a practical expedient for entities estimating expected credit losses on current trade receivables and contract assets arising from revenue transactions accounted for under Topic 606.

The practical expedient permits an entity to assume current conditions as of the balance sheet date will not change for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses.

The amendments in this update are effective for interim and annual periods within fiscal years beginning after December 15, 2025, with early adoption permitted.

The amendments in this update should be applied on a prospective basis.

The Company is currently evaluating the impact of adopting the amendments in this update on its consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

This update modernizes the capitalization criteria for internal-use software by removing references to software development project stages so that the guidance is neutral to different software development methods.

Therefore, under the guidance, software capitalization will begin when management has authorized and committed to funding the software project and when it is probable that the project will be completed and the software will be used to perform the function intended.

The amendments in this update are effective for interim and annual periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting the amendments in this update on its consolidated financial statements and disclosures.

Acquisition and Dispositions

ZyraTalk Acquisition

On September 15, 2025, the Company 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 an additional $ 6.5 million of contingent consideration, which could be paid over the next three years related to post-combination employment services.

The acquisition helps to establish EverCommerce as an AI-driven innovator, beginning with near-term application in its Home and Field Services vertical, EverPro, and the Company plans to extend ZyraTalk into broader opportunities across its other verticals.

The Company accounted for the acquisition as a business combination under ASC 805, Business Combinations .

Accordingly, the Company recorded identifiable assets acquired and liabilities assumed at their acquisition date estimated fair values, with any excess consideration recognized as goodwill.

Goodwill primarily represents the value associated with the assembled workforce and expected synergies subsumed into goodwill.

The goodwill recognized as a result of the acquisition of Kickserv is not deductible for tax purposes.

We measured the identifiable assets and liabilities assumed at their acquisition date estimated fair values separately from goodwill, which represent Level 3 fair value measurements as defined in ASC 820, Fair Value Measurement .

The estimated fair values were determined by management using the assistance of third-party valuation specialists.

The valuation methods used to determine the estimated fair value of intangible assets included the income approach—relief from royalty method for developed technology with an estimated useful life of five years , and the income approach—multi period excess earnings method for customer relationships with an estimated useful life of 13 years.

A number of assumptions and estimates were involved in the application of these valuation methods, including revenue forecasts, expected competition, costs of revenues, obsolescence, tax rates, capital spending, customer attrition

The goodwill recognized as a result of the acquisition of ZyraTalk is deductible for income tax purposes.

EverCommerce Inc.

Notes to Consolidated Financial Statements

rates, discount rates and working capital changes.

The Company has preliminarily measured the identifiable assets and liabilities assumed at their acquisition date estimated fair values separately from goodwill, which represent Level 3 fair value measurements as defined in ASC 820, Fair Value Measurement .

The estimated fair values were determined by management using the assistance of third-party valuation specialists, and this evaluation is not yet final.

The valuation methods used to determine the estimated fair value of intangible assets included the income approach---relief from royalty method for trademarks and developed technology with estimated useful lives of five years , and the income approach---multi period excess earnings method for customer relationships with an estimated useful life of nine years .

Cash flow forecasts were generally based on pre-acquisition forecasts coupled with estimated revenues and cost synergies available to a market participant.

Each acquisition allows for an adjustment to the purchase price to be made subsequent to the transaction’s closing date based on the actual amount of working capital and cash delivered to the Company.

The consideration paid and purchase price allocations disclosed reflect the effects of these adjustments.

The financial results of Kickserv since the closing through December 31, 2023, were not material to our consolidated financial statements, nor were they material to our prior period consolidated results on a pro forma basis.

The purchase price allocation for the acquisition is preliminary and subject to revision with estimated amounts related to working capital, the valuation of intangible assets and liabilities acquired, and provisional amounts related to tax and other items.

Additional information that existed as of the acquisition date but at the time was unknown to the Company may become known to the Company during the remainder of the measurement period, which is not to exceed 12 months from the acquisition date.

The financial results of ZyraTalk since the closing through December 31, 2025, were not material to the Company’s consolidated financial statements, nor were they material to the Company’s prior period consolidated results on a pro forma basis.

The following table summarizes the estimated fair values of consideration transferred, assets acquired and liabilities assumed at the acquisition date.

August 10, 2023

September 15, 2025

(in thousands)

2 unchanged sentences

Net assets acquired:

Prepaid expenses and other assets $ 51

Intangibles—definite lived 3,155

Cash and cash equivalents $ 197

Accounts receivable, trade 18

Prepaid expenses and other current assets 29

Intangible-definite lived

Goodwill 29,118

Accounts payable, accrued expenses and other ( 11 )

Deferred tax liability, net ( 397 )

Accrued expenses and other ( 45 )

Deferred revenue ( 134 )

Other non-current liabilities ( 47 )

Total net assets acquired $ 36,053

Marketing Technology Solutions Disposition

On October 31, 2025, the Company completed the sale of its 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.

As such, the assets and liabilities of the disposal group were classified as held for sale on our consolidated balance sheets as of December 31, 2024.

The results of operations of marketing technology solutions are presented as discontinued operations on the consolidated statements of operations and comprehensive income (loss) 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).

During the fourth quarter of 2024, in conjunction with our review of strategic alternatives for our marketing technology solutions, the Company 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 charge of approximately $ 28.1 million during the year ended December 31, 2024, which is included in accumulated impairment losses.

EverCommerce Inc.

Notes to Consolidated Financial Statements

The following table summarizes the results of operations of marketing technology solutions reported as discontinued operations:

Twelve Months Ended

(in thousands)

Total revenues $ 107,190 $ 136,580 $ 140,498

Operating expenses:

Cost of revenues (exclusive of depreciation and amortization presented separately below) 78,150 103,592 103,602

Sales and marketing 8,053 8,407 9,869

Product development 3,963 3,494 3,470

General and administrative 8,248 10,824 8,882

Depreciation and amortization 1,191 8,174 9,329

Loss on held for sale and impairments 8,031 28,039 —

Total operating expenses 107,636 162,530 135,152

Operating (loss) income ( 446 ) ( 25,950 ) 5,346

Other income, net 3 1 1

Net (loss) income before income tax (expense) benefit

( 443 ) ( 25,949 ) 5,347

Income tax (expense) benefit

( 162 ) 57 ( 262 )

(Loss) income from discontinued operations, net of income tax

$ ( 605 ) $ ( 25,892 ) $ 5,085

The components of assets and liabilities classified as held for sale on the consolidated balance sheets were as follows:

(in thousands)

Accounts receivable, net $ 9,065

Contract assets 474

Prepaid expenses and other current assets 1,883

Property and equipment, net 529

Capitalized software, net 2,071

Other non-current assets 3,359

Intangible assets, net 15,668

Goodwill 23,152

Assets held for sale $ 56,201

Accounts payable $ 1,442

Accrued expenses and other 7,659

Deferred revenue 3,009

Customer deposits 2,188

Other long-term liabilities 973

Liabilities held for sale 15,271

Assets held for sale, net $ 40,930

EverCommerce Inc.

Notes to Consolidated Financial Statements

The following table presents the significant non-cash items related to discontinued operations that are included in the accompanying statements of cash flows:

Twelve Months Ended

2025 2024 2023

(in thousands)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization 1,191 8,174 9,329

Share-based compensation 500 761 569

Loss on assets held for sale and impairments 8,031 28,039 —

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.

During the year ended December 31, 2025, we recorded $ 0.4 million of income related to support services provided under the TSA, which is included in interest income and other income (expense), net on our consolidated statements of operations and comprehensive income (loss).

As of December 31, 2025, we had a receivable of $ 3.1 million related to amounts due under the TSA, which is included in prepaid expenses and other current assets on our consolidated balance sheets.

Fitness Solutions Disposition

2 unchanged sentences

The divestiture did not qualify for discontinued operations.

During the year ended December 31, 2024, the Company 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.

Additionally, the Company recognized $ 6.4 million of goodwill impairment charges representing the allocated goodwill to Fitness Solutions, which is included in loss on sale and impairments in the consolidated statements of operations and comprehensive loss.

Additionally, the Company 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 our consolidated statements of operations and comprehensive income (loss).

Disaggregation of Revenue

11 unchanged sentences

Total $ 588,907 $ 562,185 $ 534,871

EverCommerce Inc.

Notes to Consolidated Financial Statements

Contract Balances

6 unchanged sentences

Long-term deferred revenue $ 332 $ 512

EverCommerce Inc.

Notes to Consolidated Financial Statements

Accounts receivable, net:

4 unchanged sentences

They also relate to contracts that include on-premise licenses and professional services where the right to payment is not present until completion of the contract or achievement of specified milestones and the fair value of products or services transferred exceed this constraint.

These amounts typically relate to contracts that include on-premise licenses and professional services where the right to payment is not present until completion of the contract or achievement of specified milestones and the fair value of products or services transferred exceed this constraint.

Contract liabilities :

9 unchanged sentences

$ 2,283 $ 3,328

Beginning balance adjustment due to implementation of the new credit loss standard

Bad debt expense 3,349 2,111

Write-offs, net of recoveries ( 1,997 ) ( 3,007 )

( 5,175 ) ( 5,812 )

Disposition of Fitness Solutions — ( 96 )

Transfer to held for sale — ( 53 )

Allowance for expected credit losses, end of year

2 unchanged sentences

Remaining performance obligations represent the transaction price of unsatisfied or partially satisfied performance obligations within contracts with an original expected contract term that is greater than one year for which fulfillment of the contract has started as of the end of the reporting period.

Contracts that include 30-day termination rights are considered to be contracts with a term of one month

EverCommerce Inc.

Notes to Consolidated Financial Statements

and are therefore excluded from remaining performance obligations.

Remaining performance obligations generally relate to those which are stand-ready in nature, as found within the subscription and marketing technology solutions revenue streams.

Contracts that include 30-day termination rights are considered to be contracts with a term of one month and are therefore excluded from remaining performance obligations.

Remaining performance obligations generally relate to those which are stand-ready in nature, as found within the subscription revenue streams.

The aggregate amount of transaction consideration allocated to remaining performance obligations as of December 31, 2025 was $ 18.4 million.

4 unchanged sentences

Short-term assets were $ 10.3 million and $ 8.9 million at December 31, 2025 and 2024, respectively, and long-term assets were $ 16.2 million and $ 16.0 million at December 31, 2025 and 2024, respectively.

The Company recorded $ 6.7 million, $ 5.7 million and $ 4.3 million of amortization expense related to assets for the years ended December 31, 2024, 2023 and 2022, respectively, which is included in sales and marketing expense on the consolidated statements of operations and comprehensive loss, as well as $ 3.1 million, $ 2.3 million and $ 1.7 million, respectively, which is included in cost of revenues expense on the consolidated statements of operations and comprehensive loss.

The Company recorded $ 6.0 million, $ 5.3 million and $ 4.4 million of amortization expense related to assets for the years ended December 31, 2025, 2024 and 2023, respectively, which is included in sales and marketing expense on the consolidated statements of operations and comprehensive income (loss), as well as $ 3.8 million, $ 3.1 million and $ 2.3 million, respectively, which is included in cost of revenues expense on the consolidated statements of operations and comprehensive income (loss).

EverCommerce Inc.

Notes to Consolidated Financial Statements

Goodwill activity for the years ended December 31, 2025 and 2024 (in thousands):

Balance, January 1, 2024

Acquired goodwill

Effect of foreign currency exchange rate changes ( 6,659 )

Balance, December 31, 2024

Acquired goodwill

Effect of foreign currency exchange rates

Balance, December 31, 2025

Subsequent Event).

Additionally, we recognized $ 6.4 million of goodwill impairment charges representing the allocated goodwill to Fitness Solutions (see Note 3.

Acquisitions and Dispositions).

Goodwill impairment charges are included in loss on sale and impairments on the consolidated statements of operations and comprehensive loss.

There has been no other impairment of goodwill.

Accumulated impairment losses at December 31, 2025 $ ( 6,418 )

Intangible Assets

13 unchanged sentences

$ 647,791 $ 483,551 $ 164,240

EverCommerce Inc.

Notes to Consolidated Financial Statements

December 31, 2024

7 unchanged sentences

93,855 76,430 17,425

Trade names (1)

33,881 24,477 9,404

2 unchanged sentences

Total $ 641,046 $ 429,874 $ 211,172

(1) During the quarter ended December 31, 2023, we recognized an impairment charge including $ 2.7 million of customer relationships, $ 0.3 million of developed technology and $ 0.1 million of trade names included in impairment expense on the consolidated statements of operations and comprehensive loss (see Note 2.

Summary of Significant Accounting Policies).

Amortization expense was $ 53.9 million, $ 67.8 million and $ 82.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.

2 unchanged sentences

the expected use of the intangible, the longevity of the brand and considerations for obsolescence, demand, competition and other economic factors.

Amortization expense for the Company’s intangible assets are as follows (in thousands):

EverCommerce Inc.

Notes to Consolidated Financial Statements

Amortization expense for the Company’s intangible assets is as follows (in thousands):

Year Ended December 31,

12 unchanged sentences

Depreciation expense was $ 2.6 million, $ 3.1 million and $ 4.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.

During the three months ended December 31, 2023, we recorded an impairment charge of $ 0.2 million to leasehold improvements, which is included in impairment expense on our consolidated statements of operations and comprehensive loss (see Note 2.

During the year ended December 31, 2024, we recorded an impairment charge of $ 0.2 million to leasehold improvements, which is included in loss on sale and impairments on the consolidated statements of operations and comprehensive income (loss) (see Note 2.

Summary of Significant Accounting Policies).

EverCommerce Inc.

Notes to Consolidated Financial Statements

Capitalized Software

6 unchanged sentences

During the ordinary course of business, the Company may determine that certain capitalized features of its software will no longer be used either internally or to deliver value to its customers.

During the years ended December 31, 2024, 2023 and 2022, we recorded a charge of $ 0.8 million, $ 0.6 million and $ 1.2 million, respectively, related to capitalized costs associated with abandoned projects, which were included in general and administrative expense on the consolidated statements of operations and comprehensive loss.

During the three months ended December 31, 2023, we recorded an impairment charge of $ 1.1 million, which is included in impairment expense on our consolidated statements of operations and comprehensive loss (see Note 2.

During the years ended December 31, 2025, 2024 and 2023, we recorded a charge of $ 0.5 million, $ 0.8 million and $ 0.6 million, respectively, related to capitalized costs associated with abandoned projects, which were included in general and administrative expense on the consolidated statements of operations and comprehensive income (loss).

During the year ended December 31, 2024, we recorded an impairment charge of $ 1.1 million, which is included in impairment expense on the consolidated statements of operations and comprehensive income (loss) (see Note 2.

Summary of Significant Accounting Policies).

1 unchanged sentence

Some leases include one or more options to renew, generally at our sole discretion, of five additional years each.

EverCommerce Inc.

Notes to Consolidated Financial Statements

The components of lease expense are as follows:

5 unchanged sentences

Total lease cost $ 5,899 $ 6,591

During the three months ended December 31, 2023, we recorded a $ 0.6 million impairment charge related to ROU lease assets, which is included in loss on sale and impairments on our consolidated statement of operations and comprehensive loss (see Note 2.

The Company ceased use of certain leased premises and subleased certain facilities resulting in impairment charges of $ 0.4 million and $ 1.2 million for the years ended December 31, 2024 and 2023, respectively, to impair ROU lease assets to their fair value, which are included in loss on sale and impairments on our consolidated statement of operations and comprehensive income (loss) (see Note 2.

Summary of Significant Accounting Policies).

5 unchanged sentences

Supplemental balance sheet information, included in other non-current assets , accrued expenses and other and other non-current liabilities on the consolidated balance sheet, related to leases is as follows:

EverCommerce Inc.

Notes to Consolidated Financial Statements

Year Ended December 31,

4 unchanged sentences

Total operating lease liabilities $ 13,813 $ 16,296

At December 31, 2024 and 2023, the weighted average remaining lease term for operating leases was 4.93 years and 5.75 years, and the weighted average discount rate w as 5.2 % and 5.1 %, respectively.

Future undiscounted cash flows for each of the next five years and thereafter and reconciliation to the lease liabilities recognized on the balance sheet as of December 31, 2024 is as follows (in thousands):

At December 31, 2025 and 2024, the weighted average remaining lease term for operating leases was 4.16 years a nd 5.15 years , and the weighted average discount rate w as 5.2 %, respectively.

Future undiscounted cash flows for each of the next five years and thereafter and the reconciliation to the lease liabilities recognized on the balance sheet as of December 31, 2025 is as follows (in thousands):

Year ended December 31,

Thereafter 2,254

Total lease payments 15,602

1 unchanged sentence

Total present value of lease liabilities $ 13,813

EverCommerce Inc.

Notes to Consolidated Financial Statements

Long-Term Debt

1 unchanged sentence

(in thousands)

Term notes with interest payable monthly, interest rate at Adjusted SOFR, plus an applicable margin of 2.50 % (1) ( 6.85701 % at December 31, 2024) quarterly principal payments of 0.25 % of original principal balance with balloon payment due July 2028

Term note with interest payable monthly, interest rate at Adjusted SOFR, plus an applicable margin of 2.25 % ( 5.96610 % at December 31, 2025) quarterly principal payments of 0.25 % of original principal balance with balloon payment due July 2031

$ 526,625 $ 532,125

6 unchanged sentences

Long-term portion $ 517,891 $ 522,442

(1) Prior to December 13, 2024, the applicable rate for the Term Loans was 3.00 % for Adjusted SOFR borrowings.

See below for further details regarding the amendments to the Credit Facilities.

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

The Company is party to a credit agreement, as amended, that provides for one term loan in the aggregate principal amount of $ 529.4 million (the “Term Loan”), a revolver with a capacity of $ 155.0 million (the “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”.

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 the existing term loan outstanding under the Credit Agreement immediately prior to giving effect to the 2024 Amendment.

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.

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 step-downs.

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.

EverCommerce Inc.

Notes to Consolidated Financial Statements

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, adjusted SOFR of 0.0 % 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 %.

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.

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

The Company determines the fair value of long-term debt based on trading prices for its debt if available.

11 unchanged sentences

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

The Swap Agreements are accounted for as derivatives whereby the fair value of the contract is reported within the consolidated balance sheets, and related gains and losses resulting from changes in the fair value are reported in interest and other expense, net, in the statements of operations and comprehensive loss.

As of December 31, 2025 the fair value of the Swap Agreements was a liability of $ 4.7 million, which is reported in other non-current liabilities on the consolidated balance sheets.

As of December 31, 2024 the fair value of the Initial Swap was a liability of $ 0.9 million, while the fair value of the Second and Third Swaps were an asset of $ 2.4 million, which are reported in other non-current liabilities and other non-current assets, respectively, on the consolidated balance sheets.

The related net gains and losses resulting from changes in fair value was a gain of $ 6.4 million and losses of $ 2.0 million and $ 2.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The related net gains and losses resulting from changes in fair value were a loss of $ 6.2 million, a gain of $ 6.4 million and a loss of $ 2.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company’s Credit Facilities are subject to certain financial and nonfinancial covenants and are secured by substantially all assets of the Company.

As of December 31, 2024, the Company was in compliance with all of its covenants.

As of December 31, 2025, the Company was in compliance with all of its financial covenants.

Aggregate maturities of the Company’s debt are as follows (in thousands):

Year Ended December 31,

Thereafter 499,125

Total aggregate maturities of the Company’s debt $ 526,625

On July 6, 2021, the Company filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to authorize the issuance of up to 2,050,000,000 shares, par value $ 0.00001 per share, consisting of 2,000,000,000 shares of common stock and 50,000,000 shares of preferred stock.

EverCommerce Inc.

Notes to Consolidated Financial Statements

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 December 14, 2023, our Board approved a stock purchase agreement entered into between the Company and Eric Remer, Matt Feierstein, Marc Thompson, Sarah Jordan, Shane Driggers and Evan Berlin, who served as officers of the Company at the time of the agreement (collectively, the “Selling Stockholders”).

On December 19, 2023, as part of our Repurchase Program, the Company repurchased an aggregate of 1,401,472 shares of common stock from the Selling Stockholders at a price of $ 9.82 per share, for an aggregate price of $ 13.8 million.

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 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.

1 unchanged sentence

The Company expects to fund repurchases with existing cash on hand.

EverCommerce Inc.

Notes to Consolidated Financial Statements

The Company repurchased and retired 8.2 million shares of common stock pursuant to the Repurchase Program for $ 85.6 million, including transaction fees and taxes, during the year ended December 31, 2025.

9 unchanged sentences

Based on the number of outstanding shares of the Company’s common stock as of December 31, 2024, on January 1, 2025 the number of shares reserved for issuance under the 2021 Plan increased by 5.5 million.

In August 2024, the Company adopted a "withhold to cover" program, which allows it to withhold common stock from employees in connection with the settlement of income tax withholding obligations arising from the vesting of restricted stock unit (“RSUs”) under the 2021 Plan.

Stock options

6 unchanged sentences

The performance-based options generally carried an exercise price equal to the fair market value at the date of grant as determined by the Board and expired 10 years from date of grant.

For options outstanding following the IPO, there was a market condition based on the Company achieving a volume weighted average stock price ranging from $ 27.41 to $ 36.54 through June 2023, none of which vested.

To date, $ 17.4 million of stock-based compensation expense has been recognized related to the market condition-based options.

EverCommerce Inc.

Notes to Consolidated Financial Statements

The relevant data used to determine the value of the stock options is as follows:

2025 2024 2023 (1)

Weighted-average risk-free interest rate 1.63 % 1.89 % N/A

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(1) There were no stock options granted during 2023.

EverCommerce Inc.

Notes to Consolidated Financial Statements

A summary of stock option activity for the year ended December 31, 2025 is as follows:

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10,095 $ 9.98 4.52 $ 25,311

The weighted-average grant date fair value of time-based stock options granted was $ 5.31 , nil , and $ 5.76 for the years ended December 31, 2024, 2023 and 2022, respectively.

The weighted-average grant date fair value of time-based stock options granted was $ 4.75 , $ 5.31 , and nil , for the years ended December 31, 2025, 2024 and 2023, respectively.

The total intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 was $ 1.7 million, $ 2.8 million and $ 2.2 million, respectively.

Compensation expense of $ 5.8 million, $ 11.5 million and $ 19.3 million was recognized in stock-based compensation for the years ended December 31, 2024, 2023 and 2022, respectively.

Compensation expense of $ 4.6 million, $ 5.4 million and $ 8.8 million was recognized in the statements of operations and comprehensive income (loss) for the years ended December 31, 2025, 2024 and 2023, respectively.

The unrecognized compensation expense associated with outstanding time-based stock options at December 31, 2025 was $ 6.3 million, which is expected to be recognized over a weighted average period of 2.77 years.

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The Company records compensation expense for these awards on a straight-line basis, which approximates the service period.

Compensation expense of $ 19.7 million, $ 12.8 million and $ 6.0 million related to these awards was recognized in the statements of operations and comprehensive loss for the years ended December 31, 2024, 2023 and 2022, respectively.

Compensation expense of $ 22.4 million, $ 19.4 million and $ 15.0 million related to these awards was recognized in the statements of operations and comprehensive income (loss) for the years ended December 31, 2025, 2024 and 2023, respectively.

The unrecognized compensation expense associated with the RSUs at December 31, 2025 was $ 39.3 million, which is expected to be recognized over a weighted average period of 2.70 years.

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4,590 $ 10.00

EverCommerce Inc.

Notes to Consolidated Financial Statements

2021 Employee Stock Purchase Plan

In connection with the IPO, the Company’s Board adopted the 2021 Employee Stock Purchase Plan.

In connection with the IPO, the Company’s Board adopted the 2021 ESPP.

The ESPP is designed to allow eligible employees to purchase shares of our common stock, at periodic intervals, with their accumulated payroll deductions.

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provided that in no event will more than 60,000,000 shares of our common stock be available for issuance under the ESPP.

Compensation expense of $ 1.0 million, $ 1.3 million and $ 1.5 million related to the ESPP was recognized in the statements of operations and comprehensive loss for the years ended December 31, 2024, 2023 and 2022, respectively.

Compensation expense of $ 1.0 million, $ 1.0 million and $ 1.2 million related to the ESPP was recognized in the statements of operations and comprehensive income (loss) for the years ended December 31, 2025, 2024 and 2023, respectively.

EverCommerce Inc.

Notes to Consolidated Financial Statements

Stock-based Compensation Expense

Stock-based compensation expense was classified in the accompanying consolidated statements of operations and comprehensive loss as follows:

Stock-based compensation expense was classified in the accompanying consolidated statements of operations and comprehensive income (loss) as follows:

Year Ended December 31,

6 unchanged sentences

Total stock-based compensation expense $ 27,929 $ 25,730 $ 24,991

Net Loss Per Share Attributable to Common Stockholders

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock as of:

Net Income (Loss) Per Share Attributable to Common Stockholders

The following table presents the calculation of basic and diluted net income (loss) per share for the Company’s common stock as of:

Year Ended December 31,

1 unchanged sentence

(in thousands except per share amounts)

Net loss attributable to common stockholders

Net income (loss) from continuing operations

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

Weighted-average shares of common stock outstanding, basic and diluted

Income (loss) from discontinued operations, net of income tax

( 605 ) ( 25,892 ) 5,085

Basic and diluted net loss per share attributable to common stockholders $ ( 0.22 ) $ ( 0.24 ) $ ( 0.31 )

Net income (loss) attributable to common stockholders

$ 17,599 $ ( 41,089 ) $ ( 45,620 )

Weighted-average shares of common stock outstanding, basic

181,393 184,898 188,939

Weighted-average shares of common stock outstanding, diluted

183,907 184,898 188,939

Net income (loss) per share attributable to common stockholders, basic:

Continuing operations

$ 0.10 $ ( 0.08 ) $ ( 0.27 )

Discontinued operations

— ( 0.14 ) 0.03

Net income (loss) per share

$ 0.10 $ ( 0.22 ) $ ( 0.24 )

Net income (loss) per share attributable to common stockholders, diluted:

Continuing operations

$ 0.10 $ ( 0.08 ) $ ( 0.27 )

Discontinued operations

— ( 0.14 ) 0.03

Net income (loss) per share

$ 0.10 $ ( 0.22 ) $ ( 0.24 )

The following table illustrates the reconciliation of the denominators of the basic and diluted EPS computations for income (loss) from continuing operations and loss from discontinued operations, net of income tax.

Year Ended December 31,

2025 2024 2023

(in thousands)

Weighted-average shares of common stock outstanding, basic

181,393 184,898 188,939

Shares of common stock subject to outstanding RSUs

Shares of common stock subject to outstanding options

Shares of common stock pursuant to ESPP

Weighted-average shares of common stock outstanding, diluted

183,907 184,898 188,939

EverCommerce Inc.

Notes to Consolidated Financial Statements

The following outstanding potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented due to their anti-dilutive effect:

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Total anti-dilutive outstanding potential common stock 15,772 18,586 16,952

EverCommerce Inc.

Notes to Consolidated Financial Statements

Fair Value of Financial Instruments

3 unchanged sentences

The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date.

The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

We utilize a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

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There were no transfers between fair value measurement levels during the years ended December 31, 2025 and 2024.

The following table presents information about the Company's financial assets and liabilities measured at fair value on a recurring basis as of:

The following table presents information about our financial assets and liabilities measured at fair value on a recurring basis as of:

December 31, 2025 Balance Sheet Classification

3 unchanged sentences

Interest rate swaps

— 2,443 — 2,443 Other non-current assets

Interest rate swaps

$ — $ 4,687 $ — $ 4,687 Other non-current liabilities

3 unchanged sentences

Money market $ 9,324 $ — $ — $ 9,324 Cash equivalents

Interest rate swaps

— 2,443 — 2,443 Other non-current assets

Interest rate swap

$ — $ 947 $ — $ 947 Other non-current liabilities

EverCommerce Inc.

Notes to Consolidated Financial Statements

Retirement Plan

5 unchanged sentences

Employer matching contributions were $ 5.1 million, $ 5.0 million and $ 4.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.

EverCommerce Inc.

Notes to Consolidated Financial Statements

The components of our net loss before income tax (expense) benefit are as follows:

The components of our net income (loss) before income tax expense are as follows:

Year Ended December 31,

5 unchanged sentences

11,271 22,785 155

Net loss before income tax (expense) benefit

Net income (loss) before income tax expense

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

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subsidiaries are not permanently reinvested, however, due to a combination of anticipated tax treatment and losses, no material deferred tax liability exists.

The components of the provision for income taxes consists of the following:

The components of the provision for income tax expense (benefit) consists of the following:

Year Ended December 31,

9 unchanged sentences

Change in valuation allowance - United States 5,982 14,183 10,082

Change in valuation allowance - State (1)

Change in valuation allowance - Foreign ( 2,338 ) ( 101 ) ( 3,488 )

Total deferred ( 529 ) 2,913 ( 1,764 )

Income tax expense (benefit)

Total income tax expense

$ 2,955 $ 5,839 $ 1,377

(1) 2025 presentation of change in state valuation allowance is provided separately due to the prospective adoption of ASU 2023-09.

EverCommerce Inc.

Notes to Consolidated Financial Statements

The Company’s deferred tax assets and liabilities, included in other non-current assets and other non-current liabilities on the consolidated balance sheets, related to temporary differences and operating loss carryforwards were as follows:

The Company’s deferred tax assets and liabilities, included in other non-current liabilities on the consolidated balance sheets, related to temporary differences and operating loss carryforwards were as follows:

(in thousands)

4 unchanged sentences

Property and equipment depreciation — 463

Capitalized software

Stock-based compensation 2,525 2,802

1 unchanged sentence

Capital loss carryforward

22,248 10,795

Other 4,363 2,974

3 unchanged sentences

Deferred tax liabilities:

Intangible assets ( 28,029 ) ( 29,263 )

( 40,033 ) ( 36,041 )

Property and equipment depreciation ( 31 ) —

Capitalized software

Capitalized expenses ( 4,210 ) ( 4,951 )

3 unchanged sentences

Net deferred tax liabilities $ ( 8,159 ) $ ( 8,590 )

The Company had net operating loss and tax credit carryforwards as of the financial statement date as follows:

The Company had net operating loss, capital loss, and tax credit carryforwards as of the financial statement date as follows:

Amount Expiration Years

7 unchanged sentences

$ 22,248 2029

Tax credits, federal $ 266 2037

Tax credits, federal $ 2,357 Various

Tax credits, state

$ 108 Various

Tax credits, foreign $ 362 Various

1 unchanged sentence

The Company has determined that it is more likely than not that a portion of the deferred tax assets will not be realized and has recorded a valuation allowance of $ 64.6 million and $ 64.9 million as of December 31, 2025 and 2024, respectively, against the deferred tax assets.

If the Company’s assumptions change and we determine that we will be able to realize these deferred tax assets, the tax benefits related to any reversal of the valuation allowance on deferred tax assets as of December 31, 2024, will be accounted for as follows:

$ 64.4 million will be recognized as a reduction of income tax expense and $ 0.4 million will be recorded as an increase in equity.

If the Company’s assumptions change and we determine that we will be able to realize these deferred tax assets, the tax benefits related to

EverCommerce Inc.

Notes to Consolidated Financial Statements

any reversal of the valuation allowance on deferred tax assets as of December 31, 2025, will be accounted for as follows:

$ 64.2 million will be recognized as a reduction of income tax expense and $ 0.4 million will be recorded as an increase in equity.

A reconciliation of our valuation allowance on deferred tax assets is as follows:

3 unchanged sentences

Additions to valuation allowance 2,931 12,992

Additions recorded in acquisition accounting — 216

Reductions recorded from sale of business

( 3,254 ) ( 541 )

Additions recorded as a decrease in equity 396 771

18 unchanged sentences

As of December 31, 2025 and 2024, unrecognized tax benefits of $ 1.2 million and $ 0.6 million, respectively, were recorded in other long-term liabilities, which would impact the annual effective tax rate if recognized.

The Company recognizes interest and penalties, if any, related to unrecognized tax positions in the provision for income taxes in the accompanying consolidated statements of operations and comprehensive loss.

The Company does not expect a significant increase or decrease in unrecognized tax benefits over the next twelve months.

The Company, through its foreign subsidiary Alnashmi Digital Marketing, LLC, provides exported technology services, the profits of which are exempt from income tax through December 31, 2025 according to the provisions of the article (9/A/4) of Regulation Number 106 of the 2016 Regulations.

So long as the services are exported outside of Jordan, they originate in Jordan and there are no other services within the exported services, the qualifications are met.

The approximate dollar value of tax expense related to the tax holiday was $ 0.1 million and $ 0.2 million as of December 31, 2024 and 2023, respectively.

During the year ended December 31, 2023, we restructured the ownership of certain intellectual property, which resulted in an income tax benefit.

The Company, through its former foreign subsidiary Alnashmi Digital Marketing, LLC, provided exported technology services that were exempt from income tax through December 31, 2025 under Article (9/A/4) of Regulation No.

106 of the 2016 Regulations.

Alnashmi Digital Marketing, LLC was sold as part of the Company’s marketing technology solutions disposition in 2025 and its operating results, including the related tax effects of the tax holiday, are reported within discontinued operations in the accompanying consolidated statements of operations and comprehensive income (loss).

The approximate dollar value of tax expense related to the tax holiday was nil and $ 0.1 million as of December 31, 2025 and 2024, respectively.

During the year ended December 31, 2024, we sold Fitness Solutions as discussed in Note 3.

Acquisitions and Dispositions, which resulted in an income tax benefit.

Acquisition and Dispositions, which resulted in an income tax benefit.

During the year ended December 31, 2025, we sold marketing technology solutions as discussed in Note 3.

Acquisition and Dispositions, which resulted in an income tax benefit.

The tables below represent a reconciliation of the statutory federal income tax expense (benefit) to income tax expense.

The Company has adopted the guidance in ASU 2023-09 on a prospective basis (see Note 2.

Summary of Significant Accounting Policies).

EverCommerce Inc.

Notes to Consolidated Financial Statements

The income tax benefit differs from the expected tax benefit computed by applying the U.S.

federal statutory rate to income before taxes as a result of the following:

following table reflects the rate reconciliation for the current year under the new guidance.

Rate reconciliations for the years ending December 31, 2024 and 2023 are presented below the current year table under the prior guidance.

Year Ended December 31,

(in thousands, except percentages)

Provision for income taxes U.S.

statutory rate

$ 4,443 21.00 %

Change in income tax resulting from:

State and local income tax, net of federal income tax effect (1)

( 238 ) ( 1.12 )

Foreign tax effects

Change in valuation allowance

( 2,377 ) ( 11.23 )

Rate differential

Effect of cross-border tax laws

Foreign branch income

Nontaxable or nondeductible items

Nondeductible compensation

Sale of marketing technology solutions

( 7,976 ) ( 37.70 )

Other 809 3.82

Federal research and development tax credit

( 2,573 ) ( 12.16 )

Foreign tax credit

( 240 ) ( 1.13 )

Change in valuation allowance 5,982 28.27

Changes in unrecognized tax benefits

Other 100 0.47

Income tax expense

$ 2,955 13.98 %

(1) The tax effect in this category primarily reflects state and local taxes in Florida and Texas.

EverCommerce Inc.

Notes to Consolidated Financial Statements

Year Ended December 31,

(in thousands, except percentages)

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Other 254 ( 2.72 ) 930 ( 1.89 )

Income tax expense (benefit)

Income tax expense

$ 5,839 ( 62.40 ) % $ 1,377 ( 2.79 ) %

Net cash paid for income taxes consisted of the following:

Year Ended December 31,

(in thousands)

Federal $ 123

Total foreign

Total cash paid

On July 4, 2025, President Trump signed H.R.

1, the “One Big Beautiful Bill Act,” into law.

The legislation includes several changes to federal tax law that generally allow for more favorable deductibility of certain business expenses beginning in 2025, including the restoration of immediate expensing of domestic R&D expenditures, reinstatement of 100% bonus depreciation, and more favorable rules for determining the limitation on business interest expense.

The Act also includes certain changes to the US taxation of foreign activity, including changes to foreign tax credits, global intangible low-taxed income, foreign-derived intangible income, and base erosion and anti-abuse tax, amongst other changes.

The Company’s tax provision for the year ended December 31, 2025 includes the estimated impact of the Act.

The Company will continue to evaluate the impact for future periods.

EverCommerce Inc.

Notes to Consolidated Financial Statements

Commitments and Contingencies

The Company has non-cancelable contractual purchase obligations incurred in the normal course of business to help deliver our services and products and provide support to our customers.

The Company has non-cancelable contractual purchase obligations incurred in the normal course of business to help deliver its services and products and provide support to its customers.

These contracts with vendors primarily relate to software service, targeted mail costs, third-party fulfillment costs and software hosting.

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An adverse determination in one or more of these pending matters could have an adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

On January 31, 2024, plaintiff Vladimir Gusinsky Revocable Trust filed a putative class action lawsuit in the Court of Chancery of the State of Delaware against the Company, members of its Board of Directors (the “Board”) and the other parties to its sponsor stockholders agreement, dated June 30, 2021, Providence Strategic Growth II L.P., Providence Strategic Growth II-A L.P., SLA Eclipse Co-Invest, L.P., and SLA CM Eclipse Holdings, L.P.

On January 31, 2024, plaintiff Vladimir Gusinsky Revocable Trust filed a putative class action lawsuit in the Court of Chancery of the State of Delaware against the Company, members of its Board and the other parties to its sponsor stockholders agreement, dated June 30, 2021, Providence Strategic Growth II L.P., Providence Strategic Growth II-A L.P., SLA Eclipse Co-Invest, L.P., and SLA CM Eclipse Holdings, L.P.

(collectively, the “Sponsor Stockholders”), captioned Vladimir Gusinsky Revocable Trust v.

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The complaint generally alleges violations of Section 141(a) of the Delaware General Corporation Law (“DGCL”) by providing the Sponsor Stockholders with a veto right over the Board’s ability to hire or fire the Company’s Chief Executive Officer (the “CEO Approval Right”) on the basis that it unlawfully limits the Board’s authority to manage the business and affairs of the Company.

The plaintiff seeks declaratory judgment that the CEO Approval Right is invalid and void, other declaratory and equitable relief for the class and/or the Company, attorneys’ and experts’

EverCommerce Inc.

Notes to Consolidated Financial Statements

witness fees and other costs and expenses, and other equitable relief.

The plaintiff seeks declaratory judgment that the CEO Approval Right is invalid and void, other declaratory and equitable relief for the class and/or the Company, attorneys’ and experts’ witness fees and other costs and expenses, and other equitable relief.

On June 14, 2024, the Company filed its opening brief in support of its Motion to Dismiss, and on July 15, 2024, Plaintiff opposed that motion.

12 unchanged sentences

In connection with the Company's accounting for acquisitions, the Company has recorded liabilities and corresponding provisional escrow or indemnity receivables within the purchase price allocations for instances in which the Company is indemnified for tax matters.

EverCommerce Inc.

Notes to Consolidated Financial Statements

Geographic Areas

10 unchanged sentences

The accounting policies of the segment are the same as those described in the summary of significant accounting policies.

Based on being a single reportable segment company, the Company has disclosed net loss as its primary measure of profit or loss used by the CODM, which is reported on the consolidated statement of operations and comprehensive loss as net loss.

The CODM is provided financial information inclusive of net loss, which is used to assess performance of the segment and decide how to allocate resources.

The CODM uses net loss, among other metrics, to assist in evaluating the financial performance of the Company and monitoring budget versus actual results.

Based on being a single reportable segment company, the Company has disclosed net income (loss) as its primary measure of profit or loss used by the CODM, which is reported on the consolidated statement of operations and comprehensive income (loss) as net income (loss) from continuing operations.

The CODM is provided financial information inclusive of net income (loss) from continuing operations, which is used to assess performance of the segment and decide how to allocate resources.

The CODM uses net income (loss) from continuing operations, among other metrics, to assist in evaluating the financial performance of the Company and monitoring budget versus actual results.

The CODM does not review assets in evaluating segments results, and therefore, such information is not presented.

5 unchanged sentences

Geographic Areas for disaggregated information regarding the Company's revenues and long-lived assets by geography, respectively.

EverCommerce Inc.

Notes to Consolidated Financial Statements

The following table provides segment information for revenues, net loss and significant expenses:

5 unchanged sentences

Lead generation, marketing and advertising 34,705 34,214 32,357

113,305 112,245 102,915

Communication services

14 unchanged sentences

38,091 35,560 46,408

Income tax expense (benefit)

Income tax expense

2,955 5,839 1,377

1 unchanged sentence

570,703 577,382 585,576

Net income (loss) from continuing operations

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

(Loss) income from discontinued operations, net of income tax

( 605 ) ( 25,892 ) 5,085

Net income (loss)

$ 17,599 $ ( 41,089 ) $ ( 45,620 )

(1) The significant expense categories and amounts align with information that is regularly reviewed by the CODM.

(2) Other segment items include corporate overhead expenses, transaction-related and other non-recurring or unusual costs, facility expenses, bad debt and other miscellaneous cost of services.

EverCommerce Inc.

Notes to Consolidated Financial Statements

Year Ended December 31,

9 unchanged sentences

27,929 25,730 24,991

There are no reconciling items or adjustments between segment revenues, net loss, total assets and consolidated revenues, net loss and total assets.

Subsequent Event

In late 2024, the Company began a process to review strategic alternatives for its marketing technology solutions.

On March 5, the Board, in conjunction with Company management committed to a plan to sell the Company’s marketing technology solutions, which is expected to result in a sales transaction in 2025.

The Company is currently engaged in an active program to sell its marketing technology solutions.

As such, the Company will present marketing technology solutions as discontinued operations beginning with the first quarter 2025.

There are no reconciling items or adjustments between segment revenues, net income (loss), total assets and consolidated revenues, net income (loss) and total assets.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

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 8. Financial Statements and Supplementary Data