EverCommerce Inc. 10-K

Item 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID 00 42 ) II- 24 Consolidated Balance Sheets as of December 31, 2025 and 2024 II- 25 Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023 II- 26 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023 II- 27 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 II- 28 Notes to Consolidated Financial Statements II- 29 II-23 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of EverCommerce Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of EverCommerce Inc. (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. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2020. Denver, Colorado March 12, 2026 II-24 EverCommerce Inc. Consolidated Balance Sheets (in thousands, except per share and share amounts) December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 129,730 $ 135,782 Accounts receivable, net of allowance for expected credit losses of $ 3.6 million and $ 2.3 million at December 31, 2025 and 2024, respectively 37,046 31,090 Contract assets 11,612 12,839 Assets held for sale — 11,422 Prepaid expenses and other current assets 34,391 27,181 Total current assets 212,779 218,314 Property and equipment, net 5,744 6,129 Capitalized software, net 58,968 41,595 Other non-current assets 36,261 36,127 Non-current assets held for sale — 44,779 Intangible assets, net 164,240 211,172 Goodwill 893,802 863,152 Total assets $ 1,371,794 $ 1,421,268 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 5,125 $ 6,599 Accrued expenses and other 55,836 50,840 Deferred revenue 21,670 22,107 Customer deposits 12,519 11,382 Current maturities of long-term debt 5,500 5,500 Liabilities held for sale — 14,298 Total current liabilities 100,650 110,726 Long-term debt, net of current maturities and deferred financing costs 517,891 522,442 Other non-current liabilities 36,380 36,301 Non-current liabilities held for sale — 973 Total liabilities 654,921 670,442 Commitments and contingencies (Note 17) Stockholders’ equity: Preferred stock, $ 0.00001 par value, 50,000,000 shares authorized and no shares issued or outstanding as of December 31, 2025 and 2024 — — Common stock, $ 0.00001 par value, 2,000,000,000 shares authorized and 178,111,971 and 183,725,236 shares issued and outstanding at December 31, 2025 and 2024, respectively 2 2 Accumulated other comprehensive loss ( 12,686 ) ( 14,318 ) Additional paid-in capital 1,373,022 1,426,206 Accumulated deficit ( 643,465 ) ( 661,064 ) Total stockholders’ equity 716,873 750,826 Total liabilities and stockholders’ equity $ 1,371,794 $ 1,421,268 The accompanying notes are an integral part of these consolidated financial statements. II-25 EverCommerce Inc. Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands, except per share and share amounts) Year Ended December 31, 2025 2024 2023 Revenues: Subscription and transaction fees $ 566,915 $ 542,977 $ 515,119 Other 21,992 19,208 19,752 Total revenues 588,907 562,185 534,871 Operating expenses: Cost of revenues (exclusive of depreciation and amortization presented separately below) 132,063 124,787 127,405 Sales and marketing 119,503 114,098 113,692 Product development 79,018 76,179 72,144 General and administrative 131,760 128,599 123,353 Depreciation and amortization 67,228 80,650 94,872 Loss on sale and impairments 85 11,670 6,325 Total operating expenses 529,657 535,983 537,791 Operating income (loss) 59,250 26,202 ( 2,920 ) Interest and other income (expense), net ( 38,091 ) ( 35,560 ) ( 46,408 ) Net income (loss) from continuing operations before income tax expense 21,159 ( 9,358 ) ( 49,328 ) Income tax expense ( 2,955 ) ( 5,839 ) ( 1,377 ) Net income (loss) from continuing operations 18,204 ( 15,197 ) ( 50,705 ) (Loss) income from discontinued operations, net of income tax ( 605 ) ( 25,892 ) 5,085 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 ) Basic net income (loss) per share attributable to common stockholders Continuing operations $ 0.10 $ ( 0.08 ) $ ( 0.27 ) Discontinued operations — ( 0.14 ) 0.03 Total $ 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 Total $ 0.10 $ ( 0.22 ) $ — $ ( 0.24 ) Weighted-average shares of common stock outstanding used in computing net income (loss) per share: Basic 181,392,891 184,897,709 188,938,892 Diluted 183,906,513 184,897,709 188,938,892 The accompanying notes are an integral part of these consolidated financial statements. II-26 EverCommerce Inc. Consolidated Statements of Stockholders’ Equity (in thousands) Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders’ Equity Shares Amount Balance at January 1, 2023 191,447 $ 2 $ 1,489,935 $ ( 573,046 ) $ ( 10,198 ) $ 906,693 Issuance of common stock for Employee Stock Purchase Plan 550 — 3,550 — — 3,550 Common stock issued upon vesting of restricted stock units 1,335 — — — — — Stock-based compensation — — 25,559 — — 25,559 Stock option exercises 482 — 2,603 — — 2,603 Repurchase and retirement of common stock including taxes ( 6,880 ) — ( 67,621 ) — — ( 67,621 ) Adoption of ASC 326, Current Expected Credit Losses — — — ( 1,309 ) — ( 1,309 ) Foreign currency translation gain, net — — — — 2,181 2,181 Net loss — — — ( 45,620 ) — ( 45,620 ) Balance at December 31, 2023 186,934 $ 2 $ 1,454,026 $ ( 619,975 ) $ ( 8,017 ) $ 826,036 Issuance of common stock for Employee Stock Purchase Plan 409 — 3,310 — — 3,310 Common stock issued upon vesting of restricted stock units, net of shares withheld for employee taxes 1,437 — ( 3,824 ) — — ( 3,824 ) Stock-based compensation — — 26,491 — — 26,491 Stock option exercises 653 — 4,112 — — 4,112 Repurchase and retirement of common stock, including taxes ( 5,708 ) — ( 57,909 ) — — ( 57,909 ) Foreign currency translation loss, net — — — — ( 7,298 ) ( 7,298 ) Disposition of Fitness Solutions — — — — 997 997 Net loss — — — ( 41,089 ) — ( 41,089 ) 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 Net income — — — 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. II-27 EverCommerce Inc. Consolidated Statements of Cash Flows (in thousands) Year ended December 31, 2025 2024 2023 Cash flows 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 expense 28,429 26,491 25,559 Deferred taxes ( 132 ) 2,734 ( 1,657 ) Amortization of deferred financing costs and non-cash interest 1,451 1,640 1,651 Loss on sale and impairments 8,116 39,720 6,325 Bad debt expense 5,625 4,660 6,016 Loss (gain) on interest rate swap valuation adjustments 6,183 ( 6,384 ) 1,996 Other non-cash items 1,413 2,403 742 Changes in operating assets and liabilities, net of effects of acquisitions: Accounts receivable, net ( 14,048 ) ( 319 ) ( 5,011 ) Prepaid expenses and other current assets ( 3,877 ) ( 2,230 ) ( 2,261 ) Other non-current assets ( 1,654 ) 1,987 4,183 Accounts payable ( 1,712 ) ( 254 ) 179 Accrued expenses and other 1,844 ( 3,388 ) 10,423 Deferred revenue ( 943 ) 1,760 868 Other non-current liabilities ( 5,260 ) ( 3,392 ) ( 2,989 ) Net cash provided by operating activities 111,456 113,163 104,605 Cash flows used in investing activities: Purchases of property and equipment ( 2,226 ) ( 1,462 ) ( 3,037 ) Capitalization of software costs ( 29,625 ) ( 17,445 ) ( 20,043 ) 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 ) Cash flows used in financing activities: Payments on long-term debt ( 5,500 ) ( 5,500 ) ( 5,500 ) 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 Employee taxes paid for RSU withholdings ( 6,722 ) ( 3,824 ) — Repurchase and retirement of common stock ( 85,141 ) ( 57,712 ) ( 67,283 ) Net cash used in financing activities ( 87,555 ) ( 59,614 ) ( 66,630 ) Effect of foreign currency exchange rate changes on cash 620 ( 1,649 ) 400 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 Cash, cash equivalents and restricted cash: Beginning of period 135,782 96,179 95,824 End of period $ 129,730 $ 135,782 $ 96,179 Supplemental disclosures of cash flow information: Cash paid for interest $ 35,708 $ 45,548 $ 46,011 Cash paid for income taxes $ 3,092 $ 4,549 $ 3,107 The accompanying notes are an integral part of these consolidated financial statements. II-28 EverCommerce Inc. Notes to Consolidated Financial Statements Note 1. Nature of the Business EverCommerce Inc. and subsidiaries (the “Company” or “EverCommerce”) is a leading provider of integrated software as a service (“SaaS”) solutions or services for service based small and medium sized businesses (“service SMBs”). Our platforms span across the full lifecycle of interactions between consumers and service professionals with vertical-specific applications. As of December 31, 2025, the Company served more than 745,000 customers primarily across three core verticals: EverPro for Home Services; EverHealth for Health Services; and EverWell for Wellness Services. Within the core verticals, customers operate within numerous micro-verticals, ranging from home service professionals, such as construction contractors and home maintenance technicians, to physician practices and therapists in the Health Services industry, to salon owners in the Wellness sectors. 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, United Kingdom, Australia and New Zealand. Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements (collectively, the “financial statements”) include the operations of EverCommerce and all wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All material intercompany transactions have been eliminated in consolidation. 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. Acquisition and Dispositions). The sale of American Service Finance LLC., ASF Payment Solutions ULC and Technique Fitness Inc. (collectively, “North American Fitness”), closed simultaneous with signing. The sale of EverCommerce UK, including wholly-owned subsidiaries Fitii UK (MyPTHub and MyPTHub LLC) and ClubWise UK and its wholly-owned subsidiary ClubWise Australia (collectively, “UK Fitness” and together with North American Fitness, “Fitness Solutions”), closed on July 1, 2024. The divestiture did not qualify for reporting as a discontinued operation. 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 The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates are subject to uncertainties due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change. Significant items subject to such estimates include: valuing identified intangible assets and acquired goodwill and establishing estimated useful lives for intangible assets in connection with business combinations; the estimation of the recoverability of goodwill and other intangible assets; income tax uncertainties, including valuation allowance for deferred tax assets and value of any uncertain tax positions; recognizing bad debt expense from expected credit losses; 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. II-29 EverCommerce Inc. Notes to Consolidated Financial Statements We evaluate our estimates on an ongoing basis. 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. Changes in estimates are recorded in the period in which they become known. 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 The results of a business acquired in a business combination are included in the Company’s financial statements from the date of acquisition with the associated purchase price allocated to the identifiable assets and liabilities of the acquired business at their acquisition date fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Based on the nature of the businesses that the Company acquires, goodwill arising from acquisitions typically consists of synergies with previously acquired businesses and economies of scale resulting from centralizing shared service functions. Acquisition-related transaction costs are expensed in the period in which the costs are incurred. 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. Concentrations of Risk The Company maintains cash accounts at domestic and foreign financial institutions. 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 its risk of loss is remote. Market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or at all. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less when acquired to be cash equivalents. Restricted cash consists of funds that are contractually restricted as to usage or withdrawal. Restricted cash historically related to our fitness operations, which were disposed of in 2024 (see Note 3. Acquisition and Dispositions). Accounts Receivable, net Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for estimated credit losses inherent in its accounts receivable portfolio. In establishing the expected credit loss, management considers historical losses adjusted to take into account current market conditions and the customers’ financial condition, the amount of receivables in dispute and customer paying patterns. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. Property and Equipment, net Property and equipment are recorded at cost, net of accumulated depreciation. Property and equipment acquired in purchase accounting are recorded at fair value at the date of acquisition. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the following estimated useful lives. II-30 EverCommerce Inc. Notes to Consolidated Financial Statements Property and Equipment Estimated Useful Life Computer equipment and software 3 years Furniture and fixtures 5 years Leasehold improvements Lesser of estimated useful life or remaining lease term Upon disposition, the cost of disposed assets and the related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is credited or charged to earnings/loss. Capitalized Software, net 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 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. Costs of major enhancements to internal use software are capitalized while routine maintenance of existing software is charged to product development expense as incurred. The Company also capitalizes certain costs related to software developed for external use for which it plans to sell to customers, i.e. on-premise software to be installed on customer computers at the customer site. Costs incurred prior to reaching technological feasibility are charged to product development expense as incurred. Capitalization ceases when the product is available for general release to the customers. Such costs have not been material. The Company amortizes software costs, using the straight-line method, over its estimated useful life of five years . 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 Intangible assets primarily consist of customer relationships which include government contracts, developed technology, trademarks and trade names and non-compete agreements, which are recorded at acquisition date fair value, less accumulated amortization. The Company determines the appropriate useful life of intangible assets by performing an analysis of expected cash flows of the acquired assets. Developed technology, trademarks and trade names and non-compete agreements acquired through acquisitions are amortized over their estimated useful lives using the straight-line method and customer relationship intangibles are amortized over their estimated useful lives using present value of future cash flows, which approximates the pattern in which the economic benefits are expected to be consumed. Long-Lived Assets 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. 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. Estimates of expected future cash flows represent management’s best estimate based on currently available information and reasonable and supportable assumptions. Any impairment recognized is permanent and may not be restored. Impairment of Long-Lived Assets During the fourth quarter of 2023, the Company evaluated the recoverability of our fitness asset group. As a result of our evaluation, we determined that the estimated fair value of our fitness asset group was insufficient to recover the net carrying value of the asset group resulting in an impairment charge of approximately $ 5.1 million during the three months ended December 31, 2023, of which $ 3.1 million related to intangible assets. 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 II-31 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. Capitalized Software. Goodwill Goodwill represents the excess of purchase price over amounts allocated to identifiable assets acquired and liabilities assumed in business combinations. The carrying value of goodwill is evaluated for impairment at least annually or more frequently whenever events or changes in circumstances indicate the carrying value of these assets may not be recoverable. The Company performs an annual impairment review of its goodwill balance during the fourth quarter or more frequently if business factors indicate. Prior to performing a quantitative evaluation, an assessment of qualitative factors may be performed to determine whether it is more likely than not that the fair value of the reporting unit exceeds its carrying value. In the event the Company determines that it is more likely than not the carrying value of a reporting unit is higher than its estimated fair value, quantitative testing is performed comparing recorded values to estimated fair values. Alternatively, the Company may perform a quantitative assessment for the annual review of recoverability rather than a qualitative assessment. 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. 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. Leases 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. The Company’s leases do not provide a readily determinable implicit interest rate and we use our incremental borrowing rate to measure the lease liability and corresponding ROU lease assets. 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. 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. We elected the practical expedient to not separate lease from fixed non-lease components for our real estate leases. We account for the lease and fixed non-lease components of our operating ROU lease assets as a single lease component. The non-lease components are usually variable in nature and recorded in variable lease expense in the period incurred. Future lease payments may include fixed rent escalation clauses or payments that depend on an index (such as the consumer price index) measured using the index or applicable rate at lease commencement. Subsequent changes in index and other periodic market-rate adjustments to base rent are recorded in variable lease expense in the period incurred. In addition, certain leases include options to extend or terminate a lease, which are recognized when it is reasonably certain that we will exercise that option. 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). 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. The Company does not have any leases classified as finance leases. Deferred Financing and Credit Facility Costs Deferred financing costs and discounts on long-term debt are capitalized and netted with long-term debt and amortized over the term of the related debt, using the effective interest method. 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 income (loss). II-32 EverCommerce Inc. Notes to Consolidated Financial Statements Revenue Recognition In accordance with U.S. GAAP, the Company performs the following steps in determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its contracts with customers: (i) identification of the contract with a customer; (ii) determination of whether the promised goods or services are performance obligations; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when, or as each performance obligation is satisfied. The Company assesses the goods or services promised within each contract to determine if they are distinct and represent a performance obligation. 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 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: Subscription revenue primarily consists of the sale of SaaS offerings or the sale of software licenses. Through the S aaS offerings and related support services, customers are granted access to a hosted software application over the contract period, generally ranging from one month to five years, without a contractual right to possession of the software. Alternatively, through the sale of software licenses the customer is provided with a right to use software that provides functionality to the customer on a stand-alone basis, and related support services, which include telephone/technical support, when-and-if available software updates and, in certain instances, hosting services. The software licenses are both perpetual, providing the customer with the right-of-use for an indefinite period, and term, which generally range for a defined period of time from one month to five years. 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 be shorter than the stated term. • SaaS and related support services : Revenues from the sale of hosted software applications and related support services are generally recognized ratably over the contractual period that the services are delivered, beginning on the date the service is made available to customers. Revenue is recognized ratably because the customer simultaneously receives and consumes the benefits of the services throughout the contract period. 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. • License and related support services: Revenues from the sale of distinct on-premise licenses are generally recognized at the point in time when the software is made available to the customer to download or use. Revenues from the sale of license related support services are generally recognized ratably over the contractual period that the services are delivered. Within these arrangements, the Company is obligated to make the support services available continuously throughout the contract and the customer simultaneously receives and consumes the benefit of making these services available throughout the contract period. 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 between the on-premise license and related support. Transaction fees relate to payment processing and group purchasing program administration services. In fulfillment of payment processing services, the Company partners with third-party merchants and processors who assist in the fulfillment of the Company’s obligations to customers. Payment processing services enable customers to accept payments via credit card, electronic check and other similar methods through facilitation of payment information within the cloud-based applications. Group purchasing program administration services relate to facilitation of group purchasing programs for members through which the Company aggregates member purchasing power to negotiate pricing discounts with suppliers. • Payment processing services: The Company has concluded that it does not possess the ability to control the underlying services provided by third parties in the fulfillment of its obligations to customers and therefore recognizes revenue net of interchange fees retained by the card issuing financial institutions and fees charged by payment networks. The Company recognizes revenue from these transaction services as the services are provided and ascribes the transaction consideration to the distinct services utilizing the variable consideration allocation exception. Payment for transaction services is received in arrears, typically within one month of when the services have been provided. Transaction services contracts with customers are generally for a term of one month and renew automatically each month. II-33 EverCommerce Inc. Notes to Consolidated Financial Statements • Purchasing program administration services: The Company receives rebates from contracted suppliers in exchange for program administration services. Rebates earned are based on a defined percentage of the purchase price of goods and services sold to program members under the contract the Company has negotiated with its suppliers. Administration services contracts with customers are generally for an annual or monthly term and renew automatically upon lapse of the current term. Other: 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 services associated with subscription revenue generally relate to standard implementation, configuration, installation or training services applied to both SaaS and on-premise deployment models. Professional service revenue is recognized over time as the services are performed, as the customer simultaneously receives and consumes the benefit of these services. Professional service contracts are offered at either a fixed or a variable price and may be invoiced in advance or arrears of the services being provided. Standard payment terms for these arrangements range from due upon receipt to 30 days. Contract terms for other revenue arrangements are generally short-term, with stated contract terms that are less than one year. Performance Obligations and Standalone Selling Price: The Company’s contracts at times include the sale of multiple promised goods or services that have been determined to be distinct. The transaction price for contracts with multiple performance obligations is allocated based on the relative stand-alone selling price of each performance obligation within the contract. 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. 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 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: The Company’s contracts with customers may include renewal or other options at stated prices. Determining whether these options provide the customer with a material right and therefore need to be accounted for as separate performance obligations requires judgment. The price of each option must be assessed to determine whether it is reflective of the stand-alone selling price or is reflective of a discount that the customer only received as a result of its prior purchase (a material right). Other considerations: The Company has elected a policy to exclude from the transaction price all sales taxes assessed by governmental authorities and as a result, revenue is presented net of tax. Cost of Revenues Cost of revenues consists of expenses related to delivering our services and products and providing support to our customers and includes employee costs and related overhead, customer credit card processing fees, targeted mail costs, third-party fulfillment costs and software hosting expenses. Advertising 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, 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 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. We use the II-34 EverCommerce Inc. Notes to Consolidated Financial Statements 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. 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. Stock-based compensation expense is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. Income Taxes The Company is a C corporation for federal income tax purposes. Deferred taxes are provided whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company's total provision for taxes includes income taxes on the Company's corporate subsidiaries. The Tax Cuts and Jobs Act of 2017 ("TCJA") subjects a U.S. shareholder to current tax on global intangible low-taxed income ("GILTI") earned by foreign subsidiaries. The Company accounts for GILTI as a period cost as incurred. The Company records uncertain tax positions based on the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority when it is determined that the tax position will more likely than not be sustained on the basis of the technical merits of the position. When applicable, interest and penalties relating to any such uncertain tax positions are recorded as part of income tax expense. 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 The functional currency of our foreign subsidiaries is primarily the local currency in which the entity is located. The financial results of all subsidiaries with a functional currency other than the U.S. dollar are translated into U.S. dollars upon consolidation. Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the current exchange rate in effect as of the date of the consolidated balance sheets (the “Spot Rate”). Revenues and expenses are translated at the average exchange rates during the respective periods. Translation adjustments resulting from fluctuations in exchange rates are included in the cumulative currency translation adjustments in accumulated other comprehensive loss in stockholders’ equity. The functional currencies of the Company’s significant foreign operations include the Canadian dollar, Great British Pound, Australian dollar and New Zealand dollar. For the Company’s subsidiaries that operate primarily in the U.S. dollar, foreign currency denominated monetary assets and liabilities are remeasured into U.S. dollars at the Spot Rate in effect as of the date of the consolidated balance sheets. 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 income (loss). II-35 EverCommerce Inc. Notes to Consolidated Financial Statements Recently Issued Accounting Pronouncements 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 December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This update is intended to improve transparency of income tax disclosure by requiring consistent categories and greater disaggregation within the rate reconciliation and disaggregation of income taxes paid by jurisdiction. The amendments in this update are effective for annual periods beginning after December 15, 2024 with early adoption permitted. The amendments in this update should be applied on a prospective basis with retrospective application permitted. 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. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) : Disaggregation of Income Statement Expenses , which requires public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. Public companies will be required to disclose the amounts related to purchases of inventory, employee compensation, depreciation, intangible asset amortization, and selling expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim reporting periods 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. 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. Note 3. 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 ZyraTalk is deductible for income tax purposes. II-36 EverCommerce Inc. Notes to Consolidated Financial Statements 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 . 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 rates, discount rates and working capital changes. Cash flow forecasts were generally based on pre-acquisition forecasts coupled with estimated revenues and cost synergies available to a market participant. 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. September 15, 2025 (in thousands) Total consideration transferred: Cash $ 36,053 Net assets acquired: Cash and cash equivalents $ 197 Accounts receivable, trade 18 Prepaid expenses and other current assets 29 Intangible-definite lived 6,870 Goodwill 29,118 Accrued expenses and other ( 45 ) Deferred revenue ( 134 ) 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. II-37 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 December 31, 2025 2024 2023 (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: December 31, 2024 (in thousands) Assets: 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 Liabilities: 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 II-38 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 December 31, 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 On March 13, 2024, the Company entered into definitive sale and purchase agreements to sell its fitness solutions to Jonas Software. The sale of North American Fitness closed simultaneously with signing and the sale of UK Fitness closed July 1, 2024. The divestiture did not qualify for 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 income (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). Note 4. Revenue Disaggregation of Revenue The following tables present a disaggregation of our revenue from contracts with customers by revenue recognition pattern and geographical market: Year Ended December 31, 2025 2024 2023 (in thousands) By pattern of recognition (timing of transfer of services): Point in time $ 13,466 $ 11,646 $ 14,158 Over time 575,441 550,539 520,713 Total $ 588,907 $ 562,185 $ 534,871 By Geographical Market: United States $ 527,345 $ 500,557 $ 474,674 International 61,562 61,628 60,197 Total $ 588,907 $ 562,185 $ 534,871 Contract Balances Supplemental balance sheet information related to contracts from customers as of: December 31, 2025 2024 (in thousands) Accounts receivables $ 37,046 $ 31,090 Contract assets $ 11,612 $ 12,839 Deferred revenue $ 21,670 $ 22,107 Customer deposits $ 12,519 $ 11,382 Long-term deferred revenue $ 332 $ 512 II-39 EverCommerce Inc. Notes to Consolidated Financial Statements Accounts receivable, net: Accounts receivable, net of allowance for expected credit losses, represent rights to consideration in exchange for products or services that have been transferred by us, when payment is unconditional and only the passage of time is required before payment is due. Contract assets: Contract assets represent rights to consideration in exchange for products or services that have been transferred (i.e., the performance obligation or portion of the performance obligation has been satisfied), but payment is conditional on something other than the passage of time. These amounts typically relate to contracts with the suppliers within our group purchasing programs for which payment is received at least one quarter in arrears from the service period. 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. Contract liabilities : Contract liabilities, or deferred revenue, represent our obligation to transfer products or services to a customer for which consideration has been received in advance of the satisfaction of performance obligations. Long-term deferred revenue is included within other non-current liabilities on the consolidated balance sheets. Revenue recognized from the contract liability balance at December 31, 2024 was $ 22.1 million for the year ended December 31, 2025. Revenue recognized from the contract liability balance at December 31, 2023 was $ 20.9 million for the year ended December 31, 2024. Customer deposits : Customer deposits relate to payments received in advance for contracts, which allow the customer to terminate a contract and receive a pro rata refund for the unused portion of payments received to date. Accounts Receivable Activity in our allowance for expected credit losses is as follows for the years ended December 31, 2025 and 2024 (in thousands): December 31, 2025 2024 Allowances for expected credit losses, beginning of year $ 2,283 $ 3,328 Bad debt expense 3,349 2,111 Write-offs, net of recoveries ( 1,997 ) ( 3,007 ) Disposition of Fitness Solutions — ( 96 ) Transfer to held for sale — ( 53 ) Allowance for expected credit losses, end of year $ 3,635 $ 2,283 Remaining Performance Obligations 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 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. The Company expects to recognize approximately 65 % of its remaining performance obligations as revenue within the next year, 28 % of its remaining performance obligations as revenue the subsequent year, 5 % of its remaining performance obligations as revenue in the third year, and the remainder during the two-year period thereafter. Cost to Obtain and Fulfill a Contract Assets resulting from costs to obtain contracts are included within prepaid expenses and other current assets for short-term balances and other non-current assets for long-term balances on the Company’s consolidated balance sheets. The costs to obtain contracts are amortized over five years , which corresponds with the useful life of the related technology. 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 $ 6.0 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). II-40 EverCommerce Inc. Notes to Consolidated Financial Statements Note 5. Goodwill Goodwill activity for the years ended December 31, 2025 and 2024 (in thousands): Balance, January 1, 2024 $ 876,229 Impairments ( 6,418 ) Effect of foreign currency exchange rate changes ( 6,659 ) Balance, December 31, 2024 863,152 Acquired goodwill 29,118 Effect of foreign currency exchange rates 1,532 Balance, December 31, 2025 $ 893,802 Accumulated impairment losses at December 31, 2025 $ ( 6,418 ) Note 6. Intangible Assets Intangible assets consisted of the following as of: December 31, 2025 Useful Life Gross Carrying Value Accumulated Amortization Net Book Value (in thousands) Customer relationships 5 - 20 years $ 515,874 $ 369,843 $ 146,031 Developed technology 5 - 12 years 95,347 83,777 11,570 Trade names 3 - 10 years 34,663 28,027 6,636 Non-compete agreements 5 years 1,907 1,904 3 Total $ 647,791 $ 483,551 $ 164,240 December 31, 2024 Useful Life Gross Carrying Value Accumulated Amortization Net Book Value (in thousands) Customer relationships 5 - 20 years $ 511,374 $ 327,038 $ 184,336 Developed technology 2 - 12 years 93,855 76,430 17,425 Trade names 3 - 10 years 33,881 24,477 9,404 Non-compete agreements 2 - 5 years 1,936 1,929 7 Total $ 641,046 $ 429,874 $ 211,172 Amortization expense was $ 53.9 million, $ 67.8 million and $ 82.8 million for the years ended December 31, 2025, 2024 and 2023, respectively. The weighted average remaining useful life of intangible assets acquired is 6.7 years, 7.4 years and 8.8 years for the years ended December 31, 2025, 2024 and 2023, respectively. In determining the useful life for each category of intangible asset, the Company considered the following: the expected use of the intangible, the longevity of the brand and considerations for obsolescence, demand, competition and other economic factors. II-41 EverCommerce Inc. Notes to Consolidated Financial Statements Amortization expense for the Company’s intangible assets is as follows (in thousands): Year Ended December 31, 2026 $ 43,123 2027 33,884 2028 27,490 2029 19,437 2030 14,269 Thereafter 26,037 Total amortization expense for the Company’s intangible assets $ 164,240 Note 7. Property and Equipment Property and equipment consisted of the following as of: December 31, 2025 2024 (in thousands) Computer equipment and software $ 11,748 $ 9,873 Furniture and fixtures 3,152 3,058 Leasehold improvements 9,981 9,988 Total property and equipment 24,881 22,919 Less accumulated depreciation ( 19,137 ) ( 16,790 ) Property and equipment, net $ 5,744 $ 6,129 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 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). Note 8. Capitalized Software Capitalized software consisted of the following as of: December 31, 2025 2024 (in thousands) Capitalized software $ 96,215 $ 68,057 Less accumulated amortization ( 37,247 ) ( 26,462 ) Capitalized software, net $ 58,968 $ 41,595 Amortization expense was $ 10.8 million, $ 9.8 million and $ 8.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. 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, 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). Note 9. Leases The Company leases real estate from unrelated parties under operating lease agreements that have initial terms ranging from one year to 9 years. Some leases include one or more options to renew, generally at our sole discretion, of five additional years each. II-42 EverCommerce Inc. Notes to Consolidated Financial Statements The components of lease expense are as follows: Year Ended December 31, 2025 2024 (in thousands) Operating lease cost $ 3,582 $ 3,813 Variable lease cost 1,920 2,369 Short-term lease cost 397 409 Total lease cost $ 5,899 $ 6,591 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). Supplemental cash flow information related to leases is as follows: Year Ended December 31, 2025 2024 (in thousands) Cash paid for operating lease liabilities $ 4,050 $ 6,218 Operating lease assets obtained in exchange for operating lease liabilities $ 334 $ 1,602 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: Year Ended December 31, 2025 2024 (in thousands) Operating lease right-of-use assets $ 8,280 $ 10,464 Current operating lease liabilities 3,850 3,084 Long-term operating lease liabilities 9,963 13,212 Total operating lease liabilities $ 13,813 $ 16,296 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, 2026 4,466 2027 3,609 2028 2,792 2029 2,481 2030 2,254 Thereafter — Total lease payments 15,602 Less: imputed interest 1,789 Total present value of lease liabilities $ 13,813 II-43 EverCommerce Inc. Notes to Consolidated Financial Statements Note 10. Long-Term Debt Long-term debt consisted of the following as of: December 31, 2025 2024 (in thousands) 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 Revolver with interest payable monthly, interest rate at Adjusted SOFR, plus an applicable margin of 2.00 % ( 5.68751 % at December 31, 2025), and outstanding balance due July 2030 — — Principal debt 526,625 532,125 Deferred financing costs on long-term debt ( 2,447 ) ( 3,069 ) Discount on long-term debt ( 787 ) ( 1,114 ) Total debt 523,391 527,942 Less current maturities 5,500 5,500 Long-term portion $ 517,891 $ 522,442 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. II-44 EverCommerce Inc. Notes to Consolidated Financial Statements The Company determines the fair value of long-term debt based on trading prices for its debt if available. As of December 31, 2025, the Company obtained trading prices for the term notes outstanding. However, as such trading prices require significant unobservable inputs to the pricing model, such instruments are classified as Level 2. The fair value amounts were approximately $ 529.3 million and $ 537.4 million as of December 31, 2025 and 2024, respectively. The Company has entered into the following interest rate swap agreements in connection with its Credit Facilities to convert a portion of the floating rate component of the Term Loan from a floating rate to fixed rate: Swap Effective Date Expiration Date Fixed Interest Rate Notional Amount Asset (Liability) Fair Value at December 31, 2025 (in thousands) (in thousands) Initial Swap October 31, 2022 October 31, 2027 4.212 % $ 200,000 $ ( 3,293 ) Second Swap March 31, 2023 October 31, 2027 3.951 % $ 100,000 $ ( 1,178 ) Third Swap 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 income (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 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, 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, 2026 $ 5,500 2027 5,500 2028 5,500 2029 5,500 2030 5,500 Thereafter 499,125 Total aggregate maturities of the Company’s debt $ 526,625 Note 11. Equity 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. 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, 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. The Repurchase Program does not obligate the Company to acquire any particular amount of common stock and may be modified, suspended or terminated at any time at the discretion of the Board. The Company expects to fund repurchases with existing cash on hand. II-45 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. As of December 31, 2025, $ 47.7 million remained available under the Repurchase Program. Note 12. Stock-Based Compensation In 2016, the Company adopted the 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan provided for the granting of stock-based awards, including stock options, stock appreciation rights, restricted or unrestricted stock awards, phantom stock, performance awards and other stock-based awards. The 2016 Plan allowed for the granting of stock-based awards through January 17, 2027. In connection with the Initial Public Offering (“IPO”), the Company’s Board adopted, and the Company’s stockholders approved, the 2021 Incentive Award Plan (the “2021 Plan”), which became effective immediately prior to the effectiveness of the registration statement for the Company’s IPO and, as a result of which, the Company can no longer make awards under the 2016 Plan. The 2021 Plan provides for the issuance of incentive stock options, non-qualified stock options, stock awards, stock units, stock appreciation rights and other stock-based awards. The number of shares initially reserved for issuance under the 2021 Plan was 22,000,000 shares, inclusive of available shares previously reserved for issuance under the 2016 Plan. In addition, the number of shares reserved for issuance under the 2021 Plan is subject to an annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (i) 3 % of the shares outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by the Company’s Board, provided that no more than 22,000,000 shares may be issued upon the exercise of incentive stock options. 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 RSUs under the 2021 Plan. Stock options During the years ended December 31, 2025 and 2024, the Company granted time-based and performance-based stock options to employees and directors. Time-based options granted under the 2016 Plan vest 25 % after one year , and then monthly over the next three years . Time-based options granted to newly hired employees under the 2021 Plan generally vest 25 % after one year and then quarterly over the next three years . The vesting schedule for options granted to existing employees provides that the options vest ratably in quarterly installments over a period of four years . Time-based options granted under both the 2016 Plan and the 2021 Plan expire 10 years from date of grant and carry an exercise price equal to the fair market value at the date of grant as determined by the Company’s Board for options granted under the 2016 Plan and an exercise price equal to the closing price of the Company’s stock at the date of grant for options granted under the 2021 Plan. The Company did not grant stock options in 2023. 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. The relevant data used to determine the value of the stock options is as follows: December 31, 2025 2024 2023 (1) Weighted-average risk-free interest rate 1.63 % 1.89 % N/A Expected term in years 6.1 6.1 N/A Weighted-average expected volatility 48.5 % 49.5 % N/A Expected dividends 0 % 0 % N/A (1) There were no stock options granted during 2023. II-46 EverCommerce Inc. Notes to Consolidated Financial Statements A summary of stock option activity for the year ended December 31, 2025 is as follows: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term in Years Aggregate Intrinsic Value (in thousands except for exercise price and term in years) Outstanding balance at January 1, 2025 14,488 $ 10.17 4.97 $ 19,294 Granted 1,508 9.97 Exercised ( 954 ) 9.10 Cancelled ( 1,564 ) 14.34 Outstanding balance at December 31, 2025 13,478 $ 10.05 5.07 $ 27,659 Exercisable at December 31, 2025 10,095 $ 9.98 4.52 $ 25,311 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 $ 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. Restricted Stock Units During the years ended December 31, 2025, 2024 and 2023, the Company issued time vesting RSUs. The vesting schedule for awards granted to newly hired employees provides that the awards vest over a four-year period starting on the grant date, with 25 % of the awards vesting on the one-year anniversary, and then in equal quarterly installments for the subsequent three years . The vesting schedule for awards granted to existing employees provides that the awards vest ratably in quarterly installments over a period of four years . The Company records compensation expense for these awards on a straight-line basis, which approximates the service period. 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. The summary of time vesting restricted stock units activity for the year ended December 31, 2025 is as follows: Number of Units Weighted-Average Grant Date Fair Value (in thousands except for fair value) Unvested, restricted stock units at January 1, 2025 3,901 $ 10.18 Granted 3,684 9.92 Vested ( 1,955 ) 10.30 Forfeited ( 1,040 ) 9.86 Unvested, restricted stock units at December 31, 2025 4,590 $ 10.00 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. The aggregate number of shares of common stock that were initially reserved for issuance under the ESPP is equal to the sum of (i) 4,500,000 shares and (ii) an annual increase on the first day of each calendar year beginning in 2022 and ending in and including 2031 equal to the lesser of (A) one percent ( 1 %) of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Board; 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, $ 1.0 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. II-47 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 income (loss) as follows: Year Ended December 31, 2025 2024 2023 (in thousands) Cost of revenues $ 345 $ 387 $ 367 Sales and marketing 1,656 1,163 1,634 Product development 2,480 1,939 2,194 General and administrative 23,448 22,241 20,796 Total stock-based compensation expense $ 27,929 $ 25,730 $ 24,991 Note 13. 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, 2025 2024 2023 (in thousands except per share amounts) Numerator: Net income (loss) from continuing operations $ 18,204 $ ( 15,197 ) $ ( 50,705 ) Income (loss) from discontinued operations, net of income tax ( 605 ) ( 25,892 ) 5,085 Net income (loss) attributable to common stockholders $ 17,599 $ ( 41,089 ) $ ( 45,620 ) Denominator: 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 1,077 — — Shares of common stock subject to outstanding options 1,219 — — Shares of common stock pursuant to ESPP 218 — — Weighted-average shares of common stock outstanding, diluted 183,907 184,898 188,939 II-48 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: December 31, 2025 2024 2023 Outstanding stock options and unvested RSUs 15,772 18,390 16,674 Shares of common stock pursuant to ESPP — 196 278 Total anti-dilutive outstanding potential common stock 15,772 18,586 16,952 Note 14. Fair Value of Financial Instruments Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. 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. We utilize a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: • Level 1: Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. • Level 2: Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. • Level 3: Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying value of cash and cash equivalents, accounts receivable, contract assets and accounts payable approximate their fair value because of the short-term nature of these instruments. Our interest rate swaps are valued based upon interest yield curves, interest rate volatility and credit spreads. Our interest rate swaps are classified within Level 2 of the fair value hierarchy as all significant inputs are corroborated by observable data. There were no transfers between fair value measurement levels during the years ended December 31, 2025 and 2024. 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 Level 1 Level 2 Level 3 Total (in thousands) Asset: Money market $ 2,376 $ — $ — $ 2,376 Cash equivalents Liability: Interest rate swaps $ — $ 4,687 $ — $ 4,687 Other non-current liabilities December 31, 2024 Balance Sheet Classification Level 1 Level 2 Level 3 Total (in thousands) Asset: Money market $ 9,324 $ — $ — $ 9,324 Cash equivalents Interest rate swaps — 2,443 — 2,443 Other non-current assets Liability: Interest rate swap $ — $ 947 $ — $ 947 Other non-current liabilities II-49 EverCommerce Inc. Notes to Consolidated Financial Statements Note 15. Retirement Plan Effective January 1, 2009, EverCommerce Inc. adopted a defined contribution savings plan under section 401(k) of the Internal Revenue Code (the “401(k)”). The 401(k) covers substantially all employees who meet minimum age and service requirements and allows participants to contribute a portion of their pre-tax and post-tax annual compensation in accordance with prescribed limits. The Company may make discretionary and/or matching contributions to the 401(k). The Company matched 100 % of employee contributions up to 4 % of eligible compensation. 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. Note 16. Income Taxes The components of our net income (loss) before income tax expense are as follows: Year Ended December 31, 2025 2024 2023 (in thousands) United States $ 9,888 $ ( 32,143 ) $ ( 49,483 ) International 11,271 22,785 155 Net income (loss) before income tax expense $ 21,159 $ ( 9,358 ) $ ( 49,328 ) As of December 31, 2025, a portion of our undistributed earnings from non-U.S. subsidiaries are intended to be indefinitely reinvested in non-U.S. operations, and therefore no U.S. deferred taxes have been recorded. As of December 31, 2025, there was no material unrecognized deferred tax liability related to countries where we are indefinitely reinvested. The remaining undistributed earnings from non-U.S. 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 tax expense (benefit) consists of the following: Year Ended December 31, 2025 2024 2023 (in thousands) Current: Federal $ 47 $ 311 $ — State 804 1,280 1,494 Foreign 2,633 1,335 1,647 Total current 3,484 2,926 3,141 Deferred: Federal ( 4,418 ) ( 9,237 ) ( 5,700 ) State ( 4 ) ( 2,221 ) ( 2,402 ) Foreign 962 289 ( 256 ) Change in valuation allowance - United States 5,982 14,183 10,082 Change in valuation allowance - State (1) ( 713 ) — — Change in valuation allowance - Foreign ( 2,338 ) ( 101 ) ( 3,488 ) Total deferred ( 529 ) 2,913 ( 1,764 ) 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. II-50 EverCommerce Inc. Notes to Consolidated Financial Statements 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: December 31, 2025 2024 (in thousands) Deferred tax assets: Net operating losses $ 27,027 $ 29,277 163(j) interest limitation 31,786 33,187 Reserves and accrued expenses 6,081 6,571 Property and equipment depreciation — 463 Capitalized software — 2,726 Stock-based compensation 2,525 2,802 Intangibles 9,889 8,012 Lease liability 3,385 4,240 Capital loss carryforward 22,248 10,795 Other 4,363 2,974 Total deferred tax assets 107,304 101,047 Less: valuation allowance ( 64,585 ) ( 64,870 ) Net deferred tax assets 42,719 36,177 Deferred tax liabilities: Goodwill ( 40,033 ) ( 36,041 ) Property and equipment depreciation ( 31 ) — Capitalized software ( 3,895 ) — Capitalized expenses ( 4,210 ) ( 4,951 ) Operating lease right-of-use assets ( 2,035 ) ( 2,736 ) Other ( 674 ) ( 1,039 ) Total deferred tax liabilities ( 50,878 ) ( 44,767 ) Net deferred tax liabilities $ ( 8,159 ) $ ( 8,590 ) The Company had net operating loss, capital loss, and tax credit carryforwards as of the financial statement date as follows: Amount Expiration Years (in thousands) Net operating losses, federal (Post December 31, 2017) $ 19,063 Indefinite Net operating losses, federal (Pre January 1, 2018) $ 167 2036 Net operating losses, state $ 6,988 Various Net operating losses, foreign $ 809 2038 - Indefinite Capital loss, federal $ 22,248 2029 Tax credits, federal $ 2,357 Various Tax credits, state $ 108 Various Tax credits, foreign $ 362 Various Management has not considered future projections of income in this analysis due to the Company’s history of losses. 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 II-51 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: Year Ended December 31, 2025 2024 (in thousands) Balance at beginning of period $ 64,870 $ 51,904 Additions to valuation allowance 2,931 12,992 Reductions recorded from sale of business ( 3,254 ) ( 541 ) Additions recorded as a decrease in equity 396 771 Reductions recorded as an increase in equity ( 358 ) ( 256 ) Balance at end of period $ 64,585 $ 64,870 The Company files income tax returns in the U.S. federal jurisdiction, Colorado, various other state jurisdictions, Canada, Jordan, the United Kingdom, Australia and New Zealand. The years open for audit vary depending on the tax jurisdiction. In the U.S., the Company's federal tax returns for the years before 2022 (year ended December 31, 2022) are no longer subject to audit. The net operating losses utilized during the open periods from select years prior to 2022 are subject to examination. The foreign jurisdictions statutes vary but are generally four years from assessment of the return. While management believes we have adequately provided for all tax positions, amounts asserted by taxing authorities could materially differ from our accrued positions as a result of uncertain and complex application of tax regulations. Additionally, the recognition and measurement of certain tax benefits includes estimates and judgment by management and inherently includes subjectivity. Accordingly, additional provision on federal, state and foreign tax-related matters could be recorded in the future as revised estimates are made or the underlying matters are settled or otherwise resolved. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: Year Ended December 31, 2025 2024 (in thousands) Balance at beginning of period $ 550 $ 531 Gross additions based on tax positions related to the current year 617 57 Gross reductions based on tax positions related to prior years — ( 38 ) Balance at end of period $ 1,167 $ 550 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 income (loss). 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. 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). The II-52 EverCommerce Inc. Notes to Consolidated Financial Statements 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, 2025 (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 New Zealand Change in valuation allowance ( 2,377 ) ( 11.23 ) Other 119 0.56 Canada Rate differential 445 2.10 Other 65 0.31 Australia Rate differential 273 1.29 Other 4 0.02 Other 342 1.62 Effect of cross-border tax laws Foreign branch income 374 1.77 Other 82 0.39 Nontaxable or nondeductible items Nondeductible compensation 2,704 12.78 Sale of marketing technology solutions ( 7,976 ) ( 37.70 ) Other 809 3.82 Tax credits 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 617 2.92 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. II-53 EverCommerce Inc. Notes to Consolidated Financial Statements Year Ended December 31, 2024 2023 (in thousands, except percentages) Benefit at U.S. statutory rate $ ( 1,965 ) 21.00 % $ ( 10,359 ) 21.00 % Change in income tax resulting from: State income benefit, net of federal benefit ( 1,715 ) 18.33 ( 999 ) 2.03 Stock-based compensation 416 ( 4.45 ) 2,513 ( 5.09 ) Nondeductible compensation 1,863 ( 19.91 ) 876 ( 1.78 ) Nondeductible transaction costs — — 61 ( 0.12 ) Foreign rate differential 1,484 ( 15.86 ) 55 ( 0.11 ) Change in valuation allowance 14,082 ( 150.48 ) 6,595 ( 13.37 ) Intellectual property migration — — — — Change in deferred state income tax rate 633 ( 6.76 ) 193 ( 0.39 ) US taxation of foreign income 13 ( 0.14 ) 1,512 ( 3.07 ) Goodwill impairment 724 ( 7.74 ) — — Sale of Fitness Solutions ( 9,424 ) 100.71 — — Tax credits ( 526 ) 5.62 — — Other 254 ( 2.72 ) 930 ( 1.89 ) 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, 2025 (in thousands) Federal $ 123 State Florida 447 Texas 249 Other 410 Total state 1,106 Foreign Canada 1,672 Other 191 Total foreign 1,863 Total cash paid $ 3,092 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. II-54 EverCommerce Inc. Notes to Consolidated Financial Statements Note 17. Commitments and Contingencies 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. Unrecognized future minimum payments due under these agreements are as follows (in thousands): Year Ended December 31, 2026 $ 17,255 2027 12,933 2028 10,543 2029 687 2030 — Thereafter — Total future minimum payments due $ 41,418 From time to time, the Company is involved in various lawsuits and legal proceedings which arise in or outside the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Accruals for loss contingencies are recorded when a loss is probable, and the amount of such loss can be reasonably estimated. 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 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. Eric Remer, Penny Baldwin, et. al., Case No. 2024-0077 (Del Ch.). 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’ 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. On July 16, 2024, the court entered a stipulation and order dismissing the director defendants from the action. On August 29, 2024, the remaining defendants, the Company and Sponsor Stockholders (collectively, “Defendants”), filed their reply in support of the Motion to Dismiss, and pursuant to a stipulation between the parties, Plaintiff filed a sur-reply on September 26, 2024, which Defendants filed a response to on October 10, 2024. On October 15, 2024, Defendants filed a Motion to Dismiss for Lack of Subject Matter Jurisdiction, arguing that the claims alleged are not ripe for adjudication and on November 15, 2024 Plaintiff opposed that motion. On December 9, 2024, Defendants filed their reply in support of the Motion to Dismiss for Lack of Subject Matter Jurisdiction. On January 3, 2025, the Court entered a minute order deferring oral argument on the pending Motion to Dismiss until after the disposition of the appeal in Moelis & Company v. West Palm Beach Firefighters’ Pension Fund, Case No. 340, 2024 (Del. Supr.). The Company believes it has meritorious defenses to the claims of the plaintiff and members of the class and any liability for the alleged claims is not currently probable and the potential loss or range of loss is not reasonably estimable. The Company is party to additional legal proceedings incidental to its business. While the outcome of these additional matters could differ from management’s expectations, the Company does not believe that the resolution of such matters is reasonably likely to have a material effect on its results of operations or financial condition. The Company assesses the applicability of nexus in jurisdictions in which the Company sells products and services. As of December 31, 2025 and 2024, the Company recorded a liability in the amount of $ 9.4 million and $ 10.7 million, respectively, within current liabilities and other long-term liabilities as a provision for sales and use and gross receipts tax. 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. II-55 EverCommerce Inc. Notes to Consolidated Financial Statements Note 18. Geographic Areas The following table sets forth long-lived assets by geographic area: December 31, 2025 2024 (in thousands) United States $ 50,771 $ 38,362 International $ 13,941 $ 9,362 Note 19. Segment Reporting The Company operates in a single reportable segment. The segment derives revenue from providing SaaS and other technology-based solutions to help service SMB’s optimize their operations, improve customer relationships and experience, and accelerate growth. The Company primarily focuses on three core vertical markets: EverPro for Home Services, EverHealth for Health Services, and EverWell for Wellness Services. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. 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 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. The measure of segment assets is reported on the consolidated balance sheets as total assets. Disaggregated information is not used for assessing the performance of the Company or for making resource allocation decisions. The CODM reviews financial information presented on an aggregated and consolidated basis, together with revenue information of the three core vertical markets. The software and technology-based solutions provided by the Company are deployed and implemented to customers in a similar manner regardless of industry. See Notes 4. Revenue and 18. Geographic Areas for disaggregated information regarding the Company's revenues and long-lived assets by geography, respectively. The following table provides segment information for revenues, net loss and significant expenses: Year Ended December 31, 2025 2024 2023 (in thousands) Total revenues $ 588,907 $ 562,185 $ 534,871 Less (1) : Employee expense 234,538 232,396 230,427 Lead generation, marketing and advertising 34,705 34,214 32,357 Communication services 24,447 21,328 28,369 Third-party commissions 19,480 21,132 22,104 Software, tools and hosting 63,240 56,134 47,629 Legal and professional fees 53,610 43,751 32,563 Loss on sale and impairments 85 11,670 6,325 Other segment items (2) 32,324 34,708 43,145 Depreciation and amortization 67,228 80,650 94,872 Interest and other expense, net 38,091 35,560 46,408 Income tax expense 2,955 5,839 1,377 Total expenses 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. II-56 EverCommerce Inc. Notes to Consolidated Financial Statements Year Ended December 31, 2025 2024 2023 (in thousands) Other Segment Disclosures Interest income $ ( 3,427 ) $ ( 3,112 ) $ ( 1,024 ) Interest expense 34,710 41,749 43,681 Other Significant Non-cash Items: Stock-based compensation 27,929 25,730 24,991 There are no reconciling items or adjustments between segment revenues, net income (loss), total assets and consolidated revenues, net income (loss) and total assets. II-57 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures None.