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What changed in EverCommerce Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of EverCommerce Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+401 added−361 removedSource: 10-K (2026-03-12) vs 10-K (2025-03-13)

Top changes in EverCommerce Inc.'s 2025 10-K

401 paragraphs added · 361 removed · 296 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

56 edited+12 added−10 removed74 unchanged
Biggest changeMoreover, our business benefits from attractive unit economics; we estimate the lifetime value of our customers to be approximately six times the cost of acquiring them. For a reconciliation of Adjusted EBITDA to the most directly comparable United States Generally Accepted Accounting Principles (“U.S.
Biggest changeOur Adjusted EBITDA from continuing operations reached $180.5 million for the year ended December 31, 2025, up from $164.4 million for the year ended December 31, 2024. Moreover, our business benefits from attractive unit economics; we estimate the lifetime value of our customers to be approximately six times the cost of acquiring them.
Our teams relentlessly test and measure results to expand channels, optimize go-to-market, increase sales conversion, identify customer upsell opportunities and I-9 explore adjacent expansion verticals. Through this targeted, coordinated approach, we maximize expert resource allocation and allow for growth programs of scale with attractive customer unit economics across our business.
Our teams relentlessly test and measure results to expand channels, optimize go-to-market, increase sales conversion, identify customer upsell opportunities and explore adjacent expansion verticals. Through this targeted, coordinated approach, we maximize expert resource allocation and allow for growth programs of scale with attractive customer unit economics across our business.
During 2023, we introduced EverPro Edge, which allows customers to save, learn and grow, and creates a universal channel and trusted brand for engagement, Edge is an expansion opportunity enabling customers to receive targeted business growth and education content, as well as cash-back rebates on supplies they purchase at leading vendors.
During 2023, we introduced EverPro Edge, which allows customers to save, learn and grow, and creates a universal channel and trusted brand I-7 for engagement, Edge is an expansion opportunity enabling customers to receive targeted business growth and education content, as well as cash-back rebates on supplies they purchase at leading vendors.
Competition While we have built a scaled, differentiated platform, we compete in a variety of highly fragmented markets and face competition from a variety of sources: • Manual processes, basic PC tools, standalone payment terminals and homegrown solutions, utilized by many service SMBs; • Vertically-specialized competitors, including mobile sales applications and field service management platforms in Home Services, EHR/EMR and practice management platforms in Health Services and scheduling and customer management in Wellness Services; and • Horizontal competitors, including Salesforce for customer relationship management (“CRM”), Intuit for financial products, Square for payments and HubSpot for marketing related solutions.
Competition While we have built a scaled, differentiated platform, we compete in a variety of highly fragmented markets and face competition from a variety of sources: • Manual processes, basic PC tools, standalone payment terminals and homegrown solutions, utilized by many service SMBs; • Vertically-specialized competitors, including mobile sales applications and field service management platforms in Home Services, EHR/EMR and practice management platforms in Health Services and scheduling and customer management in Wellness Services; and • Horizontal competitors, including Salesforce for customer relationship management (“CRM”), Intuit for financial products, and Square for payments.
Our solutions We offer several vertically-tailored suites of solutions, each of which follows a similar and repeatable go-to-market playbook: offer a “system of action” Business Management Software that streamlines daily business workflows, integrate highly complementary, value-add adjacent solutions and complete gaps in the value chain to create integrated solutions.
I-3 Our solutions We offer several vertically-tailored suites of solutions, each of which follows a similar and repeatable go-to-market playbook: offer a “system of action” Business Management Software that streamlines daily business workflows, integrate highly complementary, value-add adjacent solutions and complete gaps in the value chain to create integrated solutions.
This “land and expand” strategy allows us to acquire customers with key foundational solutions, expand into offerings via product development (“build”) and acquisitions (“buy”) that integrate their I-1 workflows, fill gaps in the solutions value chain and power the full scope of our customers’ businesses.
This “land and expand” strategy allows us to acquire customers with key foundational solutions, expand into offerings via product development (“build”) and acquisitions (“buy”) that integrate their workflows, fill gaps in the solutions value chain and power the full scope of our customers’ businesses.
(“Jonas Software”) (see “ Note 3. Acquisitions and Dispositions” in the Notes to the Consolidated Financial Statements for additional details). The sale of American Service Finance LLC., ASF Payment Solutions ULC and Technique Fitness Inc. (collectively, “North American Fitness”), closed simultaneous with signing.
(“Jonas Software”) (see “ Note 3. Acquisition and Dispositions” in the Notes to the Consolidated Financial Statements for additional details). The sale of American Service Finance LLC., ASF Payment Solutions ULC and Technique Fitness Inc. (collectively, “North American Fitness”), closed simultaneous with signing.
We allot over 15,000 hours per year for our employees to volunteer for causes that are important to them. Within the tight-knit culture we have built and sustained, we celebrate our people and their successes with company events, team building activities and other important benefits.
We allot over 14,000 hours per year for our employees to volunteer for causes that are important to them. Within the tight-knit culture we have built and sustained, we celebrate our people and their successes with company events, team building activities and other important benefits.
I-10 Data privacy and security Regulators around the world have adopted or proposed laws, regulations, standards and requirements regarding the collection, use, transfer, security, storage, destruction and other processing of personal data. These laws are increasing in number and complexity, resulting in higher risk of enforcement, fines and other penalties.
Data privacy and security Regulators around the world have adopted or proposed laws, regulations, standards and requirements regarding the collection, use, transfer, security, storage, destruction and other processing of personal data. These laws are increasing in number and complexity, resulting in higher risk of enforcement, fines and other penalties.
Although we believe these licenses are sufficient for the operation of our business, these licenses typically limit our use of the third parties’ intellectual property to specific uses and for specific time periods. I-11 We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost-effective.
Although we believe these licenses are sufficient for the operation of our business, these licenses typically limit our use of the third parties’ intellectual property to specific uses and for specific time periods. We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost-effective.
Our EverWell solutions are built specifically for wellness professionals, which include salons, spas and massage therapists. I-6 We offer select solutions to customers in other services verticals, including education, non-profit, pet care and automotive repair, among many others.
Our EverWell solutions are built specifically for wellness professionals, which include salons, spas and massage therapists. We offer select solutions to customers in other services verticals, including education, non-profit, pet care and automotive repair, among many others.
Service businesses are the largest segment of the SMB market, employing approximately 50 million people in the U.S. alone. Today, service SMBs are accelerating their adoption of digital technologies to increase growth, drive efficiencies and enhance customer engagement.
Service businesses are the largest segment of the SMB market, employing approximately 60 million people in the U.S. alone. Today, service SMBs are accelerating their adoption of digital technologies to increase growth, drive efficiencies and enhance customer engagement.
Our TAM also includes our payments opportunity, which we arrive at by estimating total revenue across our vertical segments and multiplying by both pricing and penetration estimates. I-3 We believe there are multiple sources of upside to our current TAM.
Our TAM also includes our payments opportunity, which we arrive at by estimating total revenue across our vertical segments and multiplying by both pricing and penetration estimates. We believe there are multiple sources of upside to our current TAM.
Our vertical and micro-vertical approach enables us to provide tailored solutions featuring critical vertical-specific functionality that better serves our customers when compared to industry-agnostic solutions offered by other businesses. • Integrated solutions.
Our vertical and micro-vertical approach enables us to provide tailored solutions featuring critical I-6 vertical-specific functionality that better serves our customers when compared to industry-agnostic solutions offered by other businesses. • Integrated solutions.
Item 1A. “Risk Factors” for a more comprehensive description of risks related to competition. Our product strategy Our product strategy and management organization develops an in-depth understanding of the customer and their varied workflow needs across our target industries and focuses on strategies to deliver an integrated value chain to our customers.
See Part I. Item 1A. “Risk Factors” for a more comprehensive description of risks related to competition. Our product strategy Our product strategy and management organization develops an in-depth understanding of the customer and their varied workflow needs across our target industries and focuses on strategies to deliver an integrated value chain to our customers.
I-8 Our Verticals Vertical Brands Micro-vertical Examples Home Services EverPro HVAC/plumbing, electrical professionals, remodeling and home improvement contractors, window and door replacement specialties, landscaping design services, security and alarm installation and monitoring businesses. pest control Health Services EverHealth Specialty private medical practices, mental health therapists, chronic care specialists, general practitioners, specialty branches of hospital systems Wellness Services EverWell Salons and spas, massage therapists, medi-aesthetics, wellness specialists Other Non-profits, veterinary care facilities, small accounting and tax firms, educational facilities, social services, pet/veterinary care, professional services, consumer services As of December 31, 2024, we served approximately 740,000 customers.
Our Verticals Vertical Brands Micro-vertical Examples Home Services EverPro HVAC/plumbing, electrical professionals, remodeling and home improvement contractors, window and door replacement specialties, landscaping design services, security and alarm installation and monitoring businesses, pest control Health Services EverHealth Specialty private medical practices, mental health therapists, chronic care specialists, general practitioners, specialty branches of hospital systems Wellness Services EverWell Salons and spas, massage therapists, medi-aesthetics, wellness specialists Other Non-profits, veterinary care facilities, small accounting and tax firms, educational facilities, social services, pet/veterinary care, professional services, consumer services As of December 31, 2025, we served approximately 745,000 customers.
The insight we gain into our approximately 740,000 customers’ use of our offerings informs our product pipeline, allowing us to constantly refine existing solutions and deliver new solutions that are most valuable to them. I-7 Our growth strategies We are focused on growing and scaling our business in a rapid, yet sustainable and disciplined fashion.
The insight we gain into our approximately 745,000 customers’ use of our offerings informs our product pipeline, allowing us to constantly refine existing solutions and deliver new solutions that are most valuable to them. Our growth strategies We are focused on growing and scaling our business in a rapid, yet sustainable and disciplined fashion.
Through acquisitions and organic growth of our business, the number of customers on our platform increased from approximately 110,000 at the end of 2018 to approximately 740,000 at the end of 2024. • Expand ARPU and margin: Today, we serve approximately 740,000 customers, which represent a significant opportunity for growth.
Through acquisitions and organic growth of our business, the number of customers on our platform increased from approximately 110,000 at the end of 2018 to approximately 745,000 at the end of 2025. • Expand ARPU and margin: Today, we serve approximately 745,000 customers, which represent a significant opportunity for growth.
Intellectual property Protecting our intellectual property and proprietary technology is an important aspect of our business and continued growth.
I-10 Intellectual property Protecting our intellectual property and proprietary technology is an important aspect of our business and continued growth.
These acquired solutions bring deep industry expertise and vertically-tailored software solutions that provide additional sources of growth. We believe that our methodology, track record and reputation for sourcing, evaluating and integrating acquisitions positions us as an “acquirer-of-choice” for potential targets. We have acquired 53 companies since our inception.
These acquired solutions bring deep industry expertise and vertically-tailored software solutions that provide additional sources of growth. We believe that our methodology, track record and reputation for sourcing, evaluating and integrating acquisitions positions us as an “acquirer-of-choice” for potential targets.
We believe that our patient and provider engagement solutions position us well to benefit from major industry trends such as the digitalization of front-office operations and patient engagement. • EverWell – Wellness: Subsequent to the sale of our Fitness Solutions, our EverWell solutions are purpose-built for Wellness service professionals.
We believe that our patient and provider engagement solutions position us well to benefit from major industry trends such as the digitalization of front-office operations and patient engagement. I-5 • EverWell – Wellness: Our EverWell solutions are purpose-built for Wellness service professionals.
As of December 31, 2024, we had 140 registered trademarks in the United States (including EverCommerce), three registered trademarks in the EU (including the EverCommerce logo), two registered trademarks in Puerto Rico, two registered trademarks in Canada, 15 registered trademarks in New Zealand, six registered trademarks in Australia and four registered trademarks in the United Kingdom (including the EverCommerce logo); seven trademark applications in process in the United States and three trademark applications in process in Canada; 37 registered copyrights in the United States and one registered copyright in Canada; and seven issued patents in the United States.
As of December 31, 2025, we had 115 registered trademarks in the United States (including EverCommerce), three registered trademarks in the EU (including the EverCommerce logo), two registered trademarks in Puerto Rico, four registered trademarks in Canada, 15 registered trademarks in New Zealand, six registered trademarks in Australia and four registered trademarks in the United Kingdom (including the EverCommerce logo); one trademark application in process in the United States and one trademark application in process in Canada; 37 registered copyrights in the United States and one registered copyright in Canada; and seven issued patents in the United States.
Ranging from professionals across residential home improvement and remodeling, and field services, to security and alarm professionals across residential installation and monitoring, central stations, corporate and campus planning and government, our EverPro solutions are designed to serve the specific needs of the professionals in these home improvement and field services sub-markets.
Ranging from professionals across residential home improvement and remodeling, and field services, to security and alarm professionals across residential installation and monitoring, central stations, corporate and campus planning and government, our EverPro solutions are designed to serve the specific needs of the professionals in these home improvement and field services sub-markets. • EverHealth – Health Services: Our EverHealth solutions are purpose-built for health service professionals.
The principal competitive factors affecting our market include: • Breadth and depth of vertical solutions; • Quality of products and features; • Seamless integration and ease-of-use; • Customer support capabilities; • Pricing and costs; • Product strategy and pace of innovation; • Name recognition and brand reputation; • Sales and marketing execution; and • Platform security. See Part I.
The principal competitive factors affecting our market include: • Breadth and depth of vertical solutions; • Quality of products and features; • Seamless integration and ease-of-use; I-8 • Customer support capabilities; • Offerings using generative AI; • Pricing and costs; • Product strategy and pace of innovation; • Name recognition and brand reputation; • Sales and marketing execution; and • Platform security.
Collectively, in 2024 SMBs represented the single largest employer and employee category in the U.S. economy, accounting for 99.9% of businesses in the United States, 46% of the U.S. private workforce and over 43% of U.S. GDP. The services sector is the backbone of the U.S. economy, representing approximately 77% of U.S. GDP and 80% of U.S. employment.
Collectively, in 2025 SMBs represented the single largest employer and employee category in the U.S. economy, accounting for 99.9% of businesses in the United States, 46% of the U.S. private workforce and over 44% of U.S. GDP. The services sector is the backbone of the U.S. economy, representing approximately 78% of U.S. GDP and 79% of U.S. employment.
Our security efforts also include incident prevention, incident response, monitoring, scanning and alerting. • Offshore development team: Our software is primarily developed internally; however, we also use independent firms and contractors in the United States and internationally to perform some of our product development activities.
Our security efforts also include incident prevention, incident response, monitoring, scanning and alerting. • Offshore development team: Our software is primarily developed utilizing both internal and independent firms; including contractors in the United States and internationally to perform some of our product development activities.
As of December 31, 2024, we had approximately 2,000 employees operating across six countries, including approximately 1,500 employees located in the United States. Our technology Our SaaS solutions are strategically integrated to best serve our service SMB customers and ensure they have all the tools to help them grow and scale.
As of December 31, 2025, we had approximately 1,800 employees operating across five countries, including approximately 1,400 employees located in the United States. I-9 Our technology Our SaaS solutions are strategically integrated to best serve our service SMB customers and ensure they have all the tools to help them grow and scale.
Of these customers, approximately 69% were based in the United States and approximately 31% were international.
Of these customers, approximately 68% were based in the United States and approximately 32% were international.
For example, in the year ended December 31, 2024, we sold Fitness Solutions as described above. Our customers We define a customer as an individual or entity that utilized or was capable of utilizing an EverCommerce solution or service for which they paid any one or combination of recurring, re-occurring or transactional fees in a given period.
Our customers We define a customer as an individual or entity that utilized or was capable of utilizing an EverCommerce solution or service for which they paid any one or combination of recurring, re-occurring or transactional fees in a given period.
Our integrated solutions include Business Management Software (such as route-based dispatching and medical practice management), Billing & Payment Solutions (such as e-invoicing, mobile payments and integrated payment processing), Customer Experience Solutions (such as reputation management and messaging solutions) and Marketing Technology Solutions (such as websites, hosting and digital lead generation).
Our integrated solutions include Business Management Software (such as route-based dispatching and medical practice management), Billing & Payment Solutions (such as e-invoicing, mobile payments and integrated payment processing), and Customer Experience I-1 Solutions (such as reputation management and messaging solutions).
EverCommerce is operating at the center of many of these trends, including: • Accelerating adoption of digital technologies. Consumers’ preferences for digital experiences have accelerated in recent years. At the same time, new digital solutions are emerging to enable businesses to increase growth, drive efficiencies and enhance customer engagement.
Consumers’ preferences for digital experiences have accelerated in recent years. At the same time, new digital solutions are emerging to enable businesses to increase growth, drive efficiencies and enhance customer engagement. Together, these trends are contributing to the accelerating adoption of digital technologies. • Increasingly vertical- and micro vertical-specific software needs.
Due in large part to consumer demand and purchasing habits, a substantial amount of commerce is now conducted via a mobile device, whether through a standalone mobile application or as an integrated, companion application to a broader web-based software.
Due in large part to consumer demand and purchasing habits, a substantial amount of commerce is now conducted via a mobile device, whether through a standalone mobile application or as an integrated, companion application to a broader web-based software. Mobile commerce is estimated to represent approximately 60% of dollars spent online, with growth rapidly outpacing other forms of eCommerce.
Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business and Financial Metrics—Non-GAAP Financial Measures.” Key trends impacting our industry Service SMBs are still in the early innings of transforming their businesses for the digital age. We estimate that only 9% of the service SMB market has been penetrated with fully-integrated software solutions.
Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business and Financial Metrics—Non-GAAP Financial Measures.” Key trends impacting our industry Service SMBs are still in the early innings of transforming their businesses for the digital age.
These applications include: customer health scoring, customer support systems, real-time alerts, Net Promoter Score (“NPS”)-based customer feedback collection, review generation and automation, reputation management, customer satisfaction surveying and a digital communication suite, among others.
These applications include: customer health scoring, customer support systems, real-time alerts, Net Promoter Score (“NPS”)-based customer feedback collection, review generation and automation, reputation management, customer satisfaction surveying and a digital communication suite, among others. Additionally, the recent acquisition of ZyraTalk provides virtual assistant capabilities with an agentic automation platform.
I-5 • EverHealth – Health Services: Our EverHealth solutions are purpose-built for health service professionals. The Health Services market is rooted in a group of core solutions, including practice management and electronic health record (“EHR”) / electronic medical record (“EMR”) software.
The Health Services market is rooted in a group of core solutions, including practice management and electronic health record (“EHR”) / electronic medical record (“EMR”) software.
EverCommerce is a leading provider of integrated, vertically-tailored SaaS solutions for service-based small- and medium-sized businesses (“service SMBs”). Our platform spans across the full lifecycle of interactions between consumers and service professionals with vertical-specific applications. Today, we serve approximately 740,000 customers across three core verticals: EverPro for Home Services; EverHealth for Health Services; and EverWell for Wellness Services.
EverCommerce is a leading provider of integrated, vertically-tailored SaaS solutions for service-based small- and medium-sized businesses (“service SMBs”). Our platform spans across the full lifecycle of interactions between consumers and service professionals with vertical-specific applications.
According to Cisco, cloud solutions are one of the top three areas for near-term technology investment for small businesses. Limitations of existing approaches Historically, service SMBs have not heavily relied on technology to manage key workflows, but they are increasingly turning to software solutions to streamline operations and boost efficiency.
Limitations of existing approaches Historically, service SMBs have not heavily relied on technology to manage key workflows, but they are increasingly turning to software solutions to streamline operations and boost efficiency.
However, we believe that small businesses now generally view digitization as critical to long-term success. Similar to other industries that are going through major digital transformations – including education, life sciences, public sector, real estate and banking – we believe a number of trends are contributing to the adoption of modern, vertically-tailored software solutions for service SMBs.
Similar to other industries that are going through major digital transformations – including education, life sciences, public sector, real estate and banking – we believe a number of trends are contributing to the adoption of modern, vertically-tailored software solutions for service SMBs. EverCommerce is operating at the center of many of these trends, including: • Accelerating adoption of digital technologies.
Our software, designed to meet the day-to-day workflow needs of businesses in specific vertical end markets, streamlines front and back-office processes and provides polished customer-facing experiences. Using these offerings, service SMBs can deliver their services, streamline operations and focus on growing their customers.
Our software, designed to meet the day-to-day workflow needs of businesses in specific vertical end markets, streamlines front and back-office processes and provides polished customer-facing experiences.
This results in a self-reinforcing flywheel, enabling us to drive more value for our customers and, in turn, fuel our growth by increasing Average Revenue per Unit (“ARPU”), improving customer stickiness and increasing our market share. While we offer multiple products and address several verticals and micro-verticals, we manage our business with a singular, centralized approach to strategy and operations.
This results in a self-reinforcing flywheel effect, enabling us to drive more value for our customers and, in turn, fuel our growth by increasing Average Revenue per Unit (“ARPU”), improving customer stickiness and increasing our market share.
Our IT administration allows for 24-hour support for all our people and platforms worldwide. • Shared infrastructure: We systematically upgrade our data centers, centralize our collaboration platforms onto Office 365 and deploy a variety of standardized third-party software products sourced through EverCommerce.
Our IT administration allows for 24-hour support for all our people and platforms worldwide. • Shared infrastructure: We systematically upgrade our data centers, centralize our collaboration platforms onto Office 365 and deploy a variety of standardized third-party software products sourced through EverCommerce. • Cybersecurity: Our Security Operations team uses industry best practices and functional expertise to perform regular risk assessments, audits and remediation across our IT infrastructure and the data we maintain therein.
Together, these trends are contributing to the accelerating adoption of digital technologies. • Increasingly vertical- and micro vertical-specific software needs. SMBs across verticals are specializing in order to better compete and align with end-customer preferences, which has resulted in a greater need for vertically-tailored software solutions to address micro-vertical specific workflows. • Digital payments.
SMBs across verticals are specializing in order to better compete and align with end-customer preferences, which has resulted in a greater need for vertically-tailored software solutions to address micro-vertical specific workflows. • Digital payments. Digital payment processing solution adoption continues to expand within our core SMB customer base.
GAAP”) financial measure, information about why we consider Adjusted EBITDA useful and a discussion of the material risks and limitations of this measure, please see Part II.
For a reconciliation of Adjusted EBITDA to the most directly comparable United States Generally Accepted Accounting Principles (“U.S. GAAP”) financial measure, information about why we consider Adjusted EBITDA useful and a discussion of the material risks and limitations of this measure, please see Part II.
Our revenue has grown at a compound annual growth rate (“CAGR”) of 12.5% from 2021 to 2024, and reached $698.8 million for the year ended December 31, 2024, up from $675.4 million for the year ended December 31, 2023, which represents revenue growth of 3.5% from 2023 to 2024.
Our revenue from continuing operations has grown at a compound annual growth rate (“CAGR”) of 7.1% from 2022 to 2025, and reached $588.9 million for the year ended December 31, 2025, up from $562.2 million for the year ended December 31, 2024, which represents revenue growth of 4.8% from 2024 to 2025.
A primary focus for ARPU expansion focuses on cross-selling payments solutions to customers in an effort to prioritize margin growth. • Expand into new products: Given our position in the service SMB ecosystem, as well as our relationships and level of entrenchment with our customers, we use insights gained through our customer lifecycle to identify additional solutions that are value-additive for our customers.
These AI capabilities are intended to provide full end-to-end automation, enhancing the value of our products to our customers. • Expand into new products: Given our position in the service SMB ecosystem, as well as our relationships and level of entrenchment with our customers, we use insights gained through our customer lifecycle to identify additional solutions that are value-additive for our customers.
Of the $662 billion, we estimate a $69 billion opportunity in Home Services, a $115 billion opportunity in Health Services, a $22 billion opportunity in Wellness Services and a $456 billion opportunity in other services categories.
Of the $662 billion, we estimate a $69 billion opportunity in Home Services, a $115 billion opportunity in Health Services, a $22 billion opportunity in Wellness Services and a $456 billion opportunity in other services categories. We believe there is considerable runway for long-term growth given we believe the vast majority of our market opportunity is untapped.
For the year ended December 31, 2024, we estimate that approximately 93% of our customers contributed less than $2 thousand in revenue and approximately 3% contributed more than $5 thousand in revenue. On March 13, 2024, the Company entered into definitive sale and purchase agreements to sell our fitness solutions to Jonas Fitness Portfolio Holdco Inc.
For the year ended December 31, 2025, we estimate that approximately 93% of our customers contributed less than $2 thousand in revenue and approximately 3% contributed more than $5 thousand in revenue.
Given their size and resource capabilities, SMBs generally require lower priced and easier-to-implement technology solutions than larger-scale enterprise businesses. As a result of the innovations in cloud technology and the proliferation of SaaS, today’s solutions are more affordable and easier for SMBs to implement than ever before.
As a result of the innovations in cloud technology and the proliferation of SaaS, today’s solutions are more affordable and easier for SMBs to implement than ever before. According to Cisco, cloud solutions are one of the top three areas for near-term technology investment for small businesses.
Digital payment processing solution adoption continues to expand within our core SMB customer base. Seven years ago, we estimated that less than 50% of SMBs in the United States had adopted digital payment processing solutions, and instead relied on paper invoices for payment.
Eight years ago, we estimated that less than 50% of SMBs in the United States had adopted digital payment processing solutions, and instead relied on paper invoices for payment. In the last couple of years, this has increased to nearly 80%, a trend that we expect to continue in the future.
We are currently tracking over 13,000 businesses around the world, primarily across our core verticals, as potential acquisition opportunities. In addition, from time to time, we evaluate our positioning with respect to our existing verticals and may determine to dispose of offerings that do not align with our growth initiatives.
We have acquired 54 companies since our inception and will continue to opportunistically look at potential acquisitions, primarily across our core verticals. In addition, from time to time, we evaluate our positioning with respect to our existing verticals and may determine to dispose of offerings that do not align with our growth initiatives.
Our payments platform also provides a full suite of service commerce features, including customer management as well as cash flow reporting and analytics.
We I-4 further estimate that, based on our current customers and payment volumes, we have an aggregate annualized payment processing opportunity in excess of $100 billion. Our payments platform also provides a full suite of service commerce features, including customer management as well as cash flow reporting and analytics.
I-4 • Billing & Payment Solutions: Our Billing & Payment Solutions provide integrated payments, billing and invoicing automation and business intelligence and analytics. Our omni-channel payments capabilities include point-of-sale, eCommerce, online bill payments, recurring billing, electronic invoicing and mobile payments. Supported payment types include credit card, debit card and Automated Clearing House (“ACH”) processing.
Using these offerings, service SMBs can deliver their services, streamline operations and focus on growing their customers. • Billing & Payment Solutions: Our Billing & Payment Solutions provide integrated payments, billing and invoicing automation and business intelligence and analytics. Our omni-channel payments capabilities include point-of-sale, eCommerce, online bill payments, recurring billing, electronic invoicing and mobile payments.
With the confluence of changing consumer preferences towards digital and a younger, more tech-savvy generation of business owners taking seat, businesses are increasingly looking to upgrade and streamline how they engage with their customers. • Digital marketing. Digital channels are allowing businesses to reach their existing and potential end consumers in more innovative, effective and efficient ways than ever before.
With the confluence of changing consumer preferences towards digital and a younger, more tech-savvy generation of business owners taking seat, businesses are increasingly looking to upgrade and streamline how they engage with their customers. • Decreasing barriers to software adoption. Given their size and resource capabilities, SMBs generally require lower priced and easier-to-implement technology solutions than larger-scale enterprise businesses.
Our net loss was $41.1 million for the year ended December 31, 2024, compared to a net loss of $45.6 million for the year ended December 31, 2023. Our Adjusted EBITDA reached $177.0 million for the year ended December 31, 2024, up from $155.6 million for the year ended December 31, 2023.
Our net income from continuing operations was $18.2 million for the year ended December 31, 2025 compared to a net loss from continuing operations of $15.2 million for the year ended December 31, 2024.
Based on the monthly average processing volume for the quarter ended December 31, 2024, we estimate that we process annualized total volume of $12.7 billion. We further estimate that, based on our current customers and payment volumes, we have an aggregate annualized payment processing opportunity in excess of $100 billion.
Supported payment types include credit card, debit card and Automated Clearing House (“ACH”) processing. Based on the monthly average processing volume for the quarter ended December 31, 2025, we estimate that we process annualized total volume of $13.0 billion.
Mobile commerce is estimated to represent just over $4.00 of every $10.00 spent online, with growth rapidly outpacing other forms of eCommerce. Within the service economy in particular, home service, wellness and other professionals are often on-the-go, making mobile functionality of paramount importance. • Customer experience.
Within the service economy in particular, home service, wellness and other professionals are often on-the-go, making mobile functionality of paramount importance. • Artificial Intelligence. The adoption of artificial intelligence (“AI”) is accelerating at an unprecedented rate.
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We centralize key functions including marketing, business operations, cybersecurity and general and administrative functions, ensuring consistency in execution across each of our verticals, and ultimately stimulating a culture of operational excellence.
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As of December 31, 2025, we served more than 745,000 customers across three core verticals: EverPro for Home Services; EverHealth for Health Services; and EverWell for Wellness Services.
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In the last couple of years, this has increased to nearly 80%, a trend that we expect to continue in the future.
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On October 31, 2025, we completed the sale of our marketing technology solutions business to Ignite Visibility as part of our previously announced strategic review (see “ Note 3. Acquisition and Dispositions” in the Notes to the Consolidated Financial Statements for additional details).
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We expect both increasing adoption of digital marketing tools, compounded by expected increased spend on such tools, recognizing the power and importance of these digital channels. These trends continue to give rise to evolving and new digital marketing solutions aimed at helping businesses target end consumers, lower acquisition costs and increase lifetime value. I-2 • Decreasing barriers to software adoption.
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Marketing technology solutions qualified as discontinued operations and is presented accordingly in the consolidated financial statements for all periods presented through the applicable date of the sale.
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We believe there is considerable runway for long-term growth given the vast majority of our market opportunity is untapped; we estimate that only 9% of the North America service SMB market has been penetrated with fully-integrated software solutions today, and estimate this number to increase to over 13% by 2025.
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On September 15, 2025, we acquired 100% of the interest of Joblyt LLC, dba ZyraTalk (“ZyraTalk”), an AI-powered customer engagement solution that combines virtual assistant capabilities with an agentic automation platform (see “ Note 3. Acquisition and Dispositions” in the Notes to the Consolidated Financial Statements for additional details).
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These tools help our customers gain actionable insights, increase customer loyalty and repeat purchases and improve customer experiences. • Marketing Technology Solutions: Our Marketing Technology Solutions work alongside our Customer Experience Solutions to help customers holistically grow their businesses through new business generation and improved engagement and marketing throughout the customer lifecycle.
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The acquisition helps to establish EverCommerce as an AI-driven innovator, beginning with near-term application in its Home Services vertical, EverPro, and we plan to extend ZyraTalk into broader opportunities across our other verticals. On March 13, 2024, the Company entered into definitive sale and purchase agreements to sell our fitness solutions to Jonas Fitness Portfolio Holdco Inc.
Removed
These solutions help businesses to manage campaigns, generate quality leads, increase conversion and repeat sales, improve customer loyalty and provide a polished brand experience.
Added
While most SMBs are using some digital tools to run their business, we estimate the penetration of fully-integrated, end-to-end software solutions like ours to be in the early innings. However, we believe that small businesses now generally view digitization as critical to long-term success.
Removed
Our solutions include: custom website design, development and hosting, responsive web design, marketing campaign design and management, search engine optimization, paid search and display advertising, social media and blog automation, call tracking, review monitoring and marketplace lead generation, among others.
Added
It has shifted from emerging technology to an essential tool for SMBs helping support strategic initiatives to fuel growth and drive operational efficiency while delivering a positive customer experience. SMBs are interested in leveraging the power of AI to automate customer tasks and drive additional insight-based actions to stay competitive and drive value for their customers.
Removed
Our solutions can be purchased and integrated with EverCommerce business management solutions, as well as sold and integrated into 3rd party solutions via the EverConnect brand and solutions suite.
Added
I-2 The AI landscape for SMBs will continue to shift its focus from simple chat prompts to agentic AI that provide autonomous workflows that can plan, reason and take action with limited supervision. • Customer experience.
Removed
We believe we had an addressable annualized revenue opportunity with our existing customers of greater than $5 billion as of December 31, 2024, as our integrated vertical SaaS solutions allow us to offer customers additional capabilities across their entire customer engagement lifecycle.
Added
ZyraTalk offers production-ready fully autonomous AI agents and field service management systems designed for seamless integration across our Home Services solutions and improving the overall prospect and customer experience. Collectively, these tools help our customers gain actionable insights, increase customer loyalty and repeat purchases and improve customer experiences.
Removed
Migration of more than half of our technology solutions to AWS has allowed for gains in productivity, cost efficiency, expanded capacity and faster innovation. • Cybersecurity: Our Security Operations team uses industry best practices and functional expertise to perform regular risk assessments, audits and remediation across our IT infrastructure and the data we maintain therein.
Added
A primary focus for ARPU expansion focuses on cross-selling payments solutions to customers in an effort to prioritize margin growth. The acquisition of ZyraTalk helps to establish our position as an AI-driven innovator with many in-production features that are being sold to third-party customers.
Added
We plan to add more innovative features and offerings to support our customers, beginning with integration into many EverPro systems of action with additional use cases across our other verticals.
Added
For example, in the years ended December 31, 2025 and 2024, we sold marketing technology solutions and Fitness Solutions, respectively, as described above.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeA breach of our system or a third-party system upon which we rely may subject us to material losses or liability, including payment network fines, assessments and claims for unauthorized purchases with misappropriated credit, debit or card information, impersonation or other similar fraud claims.
Biggest changeA serious breach of our IT Systems, Confidential Information, or a third-party system upon which we rely may subject us to material losses or liability, including, for example, as a result of the following: payment network fines; assessments and claims for unauthorized purchases with misappropriated credit, debit or card information; impersonation or other similar fraud claims; regulatory investigations, fines and penalties; litigation (including class action) costs, damages and injunctive relief; significant harm to our brand and reputation; loss of existing clients and potential clients from using electronic payments generally and our solutions and services specifically, thus reducing our revenue; costs to correct any breaches or failures; and significant uninsured liabilities and costs.
In particular, if the models underlying our AI Technologies are: incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data, or on data to which we do not have sufficient rights or in relation to which we and/or the providers of such data have not implemented sufficient legal compliance measures; used without sufficient oversight and governance to ensure their responsible use; and/or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues, the performance of our products, services and business, as well as our reputation and the reputations of our customers, could suffer or we could incur liability resulting from the violation of laws or contracts to which we are a party or civil claims.
In particular, if the models underlying the AI Technologies we use are: incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data, or on data to which we do not have sufficient rights or in relation to which we and/or the providers of such data have not implemented sufficient legal compliance measures; used without sufficient oversight and governance to ensure their responsible use; and/or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues, the performance of our products, services and business, as well as our reputation and the reputations of our customers, could suffer or we could incur liability resulting from the violation of laws or contracts to which we are a party or civil claims.
Certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following: • amendments to certain provisions of our amended and restated certificate of incorporation or amendments to our amended and restated bylaws generally require the approval of at least 66 2/3% of the voting power of our outstanding capital stock; • our staggered board; • at any time when the parties to our sponsor stockholders agreement beneficially own, in the aggregate, at least a majority of the voting power of our outstanding capital stock, our stockholders may take action by consent without a meeting, and at any time when the parties to our sponsor stockholders agreement beneficially own, in the aggregate, less than the majority of the voting power of our outstanding capital stock, our stockholders may not take action by written consent, but may only take action at a meeting of stockholders; • our amended and restated certificate of incorporation does not provide for cumulative voting; • vacancies on our board of directors may be filled only by our board of directors and not by stockholders, subject to the rights granted pursuant to the stockholders agreements; • a special meeting of our stockholders may only be called by the chairperson of our board of directors, our Chief Executive Officer or a majority of our board of directors; • unless we otherwise consent in writing, restrict the forum for certain litigation against us to Delaware or the federal courts, as applicable; • our board of directors has the authority to issue shares of undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and I-39 • advance notice procedures apply for stockholders (other than the parties to our stockholders agreements for nominations made pursuant to the terms of the stockholders agreements) to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
Certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following: • amendments to certain provisions of our amended and restated certificate of incorporation or amendments to our amended and restated bylaws generally require the approval of at least 66 2/3% of the voting power of our outstanding capital stock; • our staggered board; • at any time when the parties to our sponsor stockholders agreement beneficially own, in the aggregate, at least a majority of the voting power of our outstanding capital stock, our stockholders may take action by consent without a meeting, and at any time when the parties to our sponsor stockholders agreement beneficially own, in the aggregate, less than the majority of the voting power of our outstanding capital stock, our stockholders may not take action by written consent, but may only take action at a meeting of stockholders; • our amended and restated certificate of incorporation does not provide for cumulative voting; • vacancies on our board of directors may be filled only by our board of directors and not by stockholders, subject to the rights granted pursuant to the stockholders agreements; • a special meeting of our stockholders may only be called by the chairperson of our board of directors, our Chief Executive Officer or a majority of our board of directors; I-39 • unless we otherwise consent in writing, restrict the forum for certain litigation against us to Delaware or the federal courts, as applicable; • our board of directors has the authority to issue shares of undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and • advance notice procedures apply for stockholders (other than the parties to our stockholders’ agreements for nominations made pursuant to the terms of the stockholders’ agreements) to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
Our amended and restated certificate of incorporation provides that, unless we otherwise consent in writing, (A) (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws (as either may be amended or restated) or as to which the Delaware General Corporation Law confers exclusive jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware; and (B) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.
Our amended and restated certificate of incorporation provides that, unless we otherwise consent in writing, (A) (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws (as either may be amended or restated) or as to which the Delaware General Corporation Law confers exclusive jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware shall, to the fullest extent permitted by I-40 law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware; and (B) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.
Although we expect to continue to acquire companies and other assets in the future, such acquisitions pose a number of challenges and risks, including the following: • the ability to identify suitable acquisition candidates or acquire additional assets at attractive valuations and on favorable terms; • the availability of suitable acquisition candidates; • the ability to compete successfully for identified acquisition candidates, complete acquisitions or accurately estimate the financial effect of acquisitions on our business; • higher than expected or unanticipated acquisition costs; • effective integration and management of acquired businesses in a manner that permits the combined company to achieve the full revenue and cost synergies and other benefits anticipated to result from the acquisition, due to difficulties such as incompatible accounting, information management or other control systems; • retention of an acquired company’s key employees or customers; • contingent or undisclosed liabilities, incompatibilities and/or other obstacles to successful integration not discovered during the pre-acquisition due diligence process; • the availability of management resources to evaluate acquisition candidates and oversee the integration and operation of the acquired businesses; • the ability to obtain the necessary debt or equity financing, on favorable terms or at all, to finance any of our potential acquisitions; • increased interest expense, restructuring charges and amortization expenses related to intangible assets; • significant dilution to our stockholders for acquisitions made utilizing our securities; and • the ability to generate cash necessary to execute our acquisition strategy and/or the reduction of cash that would otherwise be available to fund operations or for other purposes.
Although we expect to continue to acquire companies and other assets in the future, such acquisitions pose a number of challenges and risks, including the following: • the ability to identify suitable acquisition candidates or acquire additional assets at attractive valuations and on favorable terms; • the availability of suitable acquisition candidates; • the ability to compete successfully for identified acquisition candidates, complete acquisitions or accurately estimate the financial effect of acquisitions on our business; • higher than expected or unanticipated acquisition costs; • effective integration and management of acquired businesses in a manner that permits the combined company to achieve the full revenue and cost synergies and other benefits anticipated to result from the acquisition, due to difficulties such as incompatible accounting, information management or other control systems; • retention of an acquired company’s key employees or customers; I-24 • contingent or undisclosed liabilities, incompatibilities and/or other obstacles to successful integration not discovered during the pre-acquisition due diligence process; • the availability of management resources to evaluate acquisition candidates and oversee the integration and operation of the acquired businesses; • the ability to obtain the necessary debt or equity financing, on favorable terms or at all, to finance any of our potential acquisitions; • increased interest expense, restructuring charges and amortization expenses related to intangible assets; • significant dilution to our stockholders for acquisitions made utilizing our securities; and • the ability to generate cash necessary to execute our acquisition strategy and/or the reduction of cash that would otherwise be available to fund operations or for other purposes.
Factors that may affect our operating results and the ability to predict our future results and trajectory include: • our ability to increase sales to existing customers and to renew agreements with our existing customers at comparable prices; • our ability to attract new customers with greater needs for our services; • changes in our pricing policies or those of our competitors, or pricing pressure on our software and related services; • periodic fluctuations in demand for our software and services and volatility in the sales of our solutions and services; • the success or failure of our acquisition or divestiture strategy; • our ability to timely develop and implement new solutions and services, as well as improve and enhance existing solutions and services, in a manner that meets customer requirements; • our ability to hire, train and retain key personnel; I-13 • any significant changes in the competitive dynamics of our market, including new entrants or substantial discounting of products or services; • our ability to control costs, including our operating expenses; • any significant change in our facilities-related costs; • the timing of hiring personnel and of large expenses such as those for third-party professional services; • technological developments, including new uses for generative AI; • general economic conditions; • our ability to appropriately resolve any disputes relating to our intellectual property; and • the impact of a recession, pandemic or any other adverse global economic conditions on our business.
Factors that may affect our operating results and the ability to predict our future results and trajectory include: • our ability to increase sales to existing customers and to renew agreements with our existing customers at comparable prices; • our ability to attract new customers with greater needs for our services; • changes in our pricing policies or those of our competitors, or pricing pressure on our software and related services; • periodic fluctuations in demand for our software and services and volatility in the sales of our solutions and services; • the success or failure of our acquisition or divestiture strategy; • our ability to timely develop and implement new solutions and services, as well as improve and enhance existing solutions and services, in a manner that meets customer requirements; • our ability to hire, train and retain key personnel; • any significant changes in the competitive dynamics of our market, including new entrants or substantial discounting of products or services; • our ability to control costs, including our operating expenses; • any significant change in our facilities-related costs; • the timing of hiring personnel and of large expenses such as those for third-party professional services; • technological developments, including new uses for generative AI; • general economic conditions; • our ability to appropriately resolve any disputes relating to our intellectual property; and • the impact of a recession, pandemic or any other adverse global economic conditions on our business.
These risks and challenges include our ability to: • attract new and digitally-inclined service SMBs to the EverCommerce platform; • retain existing customers and leverage cross-sell and upsell opportunities; • successfully update the EverCommerce platform, including expanding into new verticals and international markets and integrating additional solution capabilities to further benefit our service SMB customers and enhance the end-customer experience; • expand through future acquisitions and successfully identify and integrate acquired entities, services and technologies; • hire, integrate and retain talented people at all levels of our organization; • comply with existing and new laws and regulations applicable to our business and in the industries in which we participate; • anticipate and respond to macroeconomic changes, changes within the existing and future industries in which we participate, including the Home Services, Health Services and Wellness industries, and changes in the markets in which we operate; • foresee and manage market volatility impacts on market value; • react to challenges from existing and new competitors; • improve and enhance the value of our reputation and brand; • effectively manage our growth; and • maintain and improve the infrastructure underlying the EverCommerce platform, including our software, websites, mobile applications and data centers, as well as our cybersecurity and data protection measures.
These risks and challenges include our ability to: • attract new and digitally-inclined service SMBs to the EverCommerce platform; • retain existing customers and leverage cross-sell and upsell opportunities; • successfully update the EverCommerce platform, including expanding into new verticals and international markets and integrating additional solution capabilities to further benefit our service SMB customers and enhance the end-customer experience; I-11 • expand through future acquisitions and successfully identify and integrate acquired entities, services and technologies; • hire, integrate and retain talented people at all levels of our organization; • comply with existing and new laws and regulations applicable to our business and in the industries in which we participate; • anticipate and respond to macroeconomic changes, changes within the existing and future industries in which we participate, including the Home Services, Health Services and Wellness industries, and changes in the markets in which we operate; • foresee and manage market volatility impacts on market value; • react to challenges from existing and new competitors; • improve and enhance the value of our reputation and brand; • effectively manage our growth; and • maintain and improve the infrastructure underlying the EverCommerce platform, including our software, websites, mobile applications and data centers, as well as our cybersecurity and data protection measures.
We are developing and/or implementing artificial intelligence (“AI”), machine learning, and automated decision-making technologies (collectively, “AI Technologies”) throughout our business, and are making significant investments in this area. We expect that increased investment will be required in the future to continuously improve our use of AI Technologies.
We are developing and/or implementing artificial intelligence, machine learning, and automated decision-making technologies (collectively, “AI Technologies”) throughout our business, and are making significant investments in this area. We expect that increased investment will be required in the future to continuously improve our use of AI Technologies.
We are responsible both for our own business and to a significant degree for acts and omissions by certain of our distribution partners and third-party vendors under the rules and regulations established by the payment networks, such as Visa, MasterCard, Discover and American Express and the debit networks.
Additionally, we are responsible both for our own business and to a significant degree for acts and omissions by certain of our distribution partners and third-party vendors under the rules and regulations established by the payment networks, such as Visa, MasterCard, Discover and American Express and the debit networks.
The FTC has authority to initiate enforcement actions against entities that make deceptive statements about privacy and data sharing in privacy policies, fail to limit third-party use of personal health information, fail to implement policies to protect personal health information or engage in other unfair practices that harm customers.
The FTC has authority to initiate enforcement actions against entities that make deceptive statements about privacy and data sharing in privacy policies, fail to limit third-party use of Personal Information, fail to implement policies to protect Personal Information or engage in other unfair practices that harm customers.
We expect the existing legal complexity and uncertainty regarding international personal data transfers to continue. As a result, we may have to make certain operational changes and we will have to implement revised standard contractual clauses and other relevant documentation for existing data transfers within required time frames.
We expect the existing legal complexity and uncertainty regarding international Personal Information transfers to continue. As a result, we may have to make certain operational changes and we will have to implement revised standard contractual clauses and other relevant documentation for existing data transfers within required time frames.
General Risk Factors Because we maintain and may expand our business that is located outside of the United States, our business is susceptible to risks associated with international operations. We maintain operations outside of the United States, including in Canada, the UK, Australia, Jordan and New Zealand, which we may expand in the future.
General Risk Factors Because we maintain and may expand our business that is located outside of the United States, our business is susceptible to risks associated with international operations. We maintain operations outside of the United States, including in Canada, the UK, Australia and New Zealand, which we may expand in the future.
For example, various policymakers, such as the SEC, European Union and State of California, have adopted (or are considering adopting) requirements for companies to provide significantly expanded disclosures on, or take other actions regarding climate and/or other ESG topics.
For example, various policymakers, such as the European Union and State of California, have adopted (or are considering adopting) requirements for companies to provide significantly expanded disclosures on, or take other actions regarding climate and/or other ESG topics.
We utilize and may in the future increase our utilization of independent contractors in a number of jurisdictions in which we operate, including India, Russia, Ukraine and Jordan. We currently depend on these independent contractors for certain software development activities.
We utilize and may in the future increase our utilization of independent contractors in a number of jurisdictions in which we operate, including India, Russia, and Ukraine. We currently depend on these independent contractors for certain software development activities.
Our future capital requirements may be significantly different from our current estimates and will depend on many factors, including the need to: • finance unanticipated working capital requirements; • acquire complementary businesses, technologies, solutions or services; • develop or enhance our technological infrastructure and our existing solutions and services; • fund strategic relationships, including joint ventures and co-investments; • respond to competitive pressures; and • manage costs associated with any adverse market conditions or other macroeconomic factors.
Our future capital requirements may be significantly different from our current estimates and will depend on many factors, including the need to: • finance unanticipated working capital requirements; • acquire complementary businesses, technologies, solutions or services; I-13 • develop or enhance our technological infrastructure and our existing solutions and services; • fund strategic relationships, including joint ventures and co-investments; • respond to competitive pressures; and • manage costs associated with any adverse market conditions or other macroeconomic factors.
Our information technology systems and operations or those of our third-party technology vendors could be exposed to damage or interruption from, among other things, fire, extreme weather events (including floods, storms, droughts and extreme temperatures) and other natural disasters, power loss, telecommunications failure, unauthorized entry, computer viruses, denial-of-service attacks, acts of I-22 terrorism, human error, vandalism or sabotage, financial insolvency and similar events.
Our information technology systems and operations or those of our third-party technology vendors could be exposed to damage or interruption from, among other things, fire, extreme weather events (including floods, storms, droughts and extreme temperatures) and other natural disasters, power loss, telecommunications failure, unauthorized entry, computer viruses, denial-of-service attacks, acts of terrorism, human error, vandalism or sabotage, financial insolvency and similar events.
General inflation, including wage inflation, increases in interest rates, currency volatility as well as monetary, fiscal and policy interventions by national or regional governments in anticipation of or reaction to such events could have negative impacts on our business by increasing our operating costs and our borrowing costs as well as decreasing the capital available for our customers to purchase our solutions and services or the levels of cash we maintain for working capital.
General inflation, including wage inflation, increases in interest rates, currency volatility as well as monetary, fiscal and policy interventions by national or regional governments in anticipation of or reaction to such events could have negative impacts on our business by increasing our operating costs and our borrowing costs as well as decreasing the capital available for our customers to I-23 purchase our solutions and services or the levels of cash we maintain for working capital.
Even if we have an agreement for indemnification against such costs, the indemnifying party, if any in such circumstances, may be unable to uphold its contractual obligations. If we cannot or do not license the infringed technology on reasonable terms or substitute similar technology from another source, our revenue and earnings could be materially and adversely affected.
Even if we have an agreement for I-29 indemnification against such costs, the indemnifying party, if any in such circumstances, may be unable to uphold its contractual obligations. If we cannot or do not license the infringed technology on reasonable terms or substitute similar technology from another source, our revenue and earnings could be materially and adversely affected.
Further, contractual I-24 obligations related to confidentiality and assignment of intellectual property rights may be ineffective or unenforceable, and departing employees may share our proprietary information with competitors in ways that could adversely impact us. In addition, certain senior management personnel are substantially vested in their stock option grants or other equity compensation.
Further, contractual obligations related to confidentiality and assignment of intellectual property rights may be ineffective or unenforceable, and departing employees may share our proprietary information with competitors in ways that could adversely impact us. In addition, certain senior management personnel are substantially vested in their stock option grants or other equity compensation.
In addition, the lenders would have the right to proceed against the collateral we granted to them, which includes substantially all of our assets. If payment of outstanding amounts under our Credit Facilities accelerated, our assets may be insufficient to repay such amounts in full, and our common stockholders could experience a partial or total loss of their investment.
In addition, the lenders would have the right to proceed against the collateral we granted to them, which includes substantially all of our assets. If payment of outstanding amounts under our Credit Facilities accelerated, our assets I-26 may be insufficient to repay such amounts in full, and our common stockholders could experience a partial or total loss of their investment.
To the extent we are required to use our cash flow from operations or the proceeds of any future financing to service our debt instead of funding working capital, capital I-26 expenditures, acquisition activity or other general corporate purposes, we will be less able to plan for, or react to, changes in our business, industry and in the economy generally.
To the extent we are required to use our cash flow from operations or the proceeds of any future financing to service our debt instead of funding working capital, capital expenditures, acquisition activity or other general corporate purposes, we will be less able to plan for, or react to, changes in our business, industry and in the economy generally.
We are also subject to the operating rules of the National Automated Clearing House Association (“NACHA”), a self-regulatory organization which administers and facilitates private-sector operating rules for ACH payments and defines the roles and I-16 responsibilities of financial institutions and other ACH network participants. The NACHA Rules and Operating Guidelines impose obligations on us and our partner financial institutions.
We are also subject to the operating rules of the National Automated Clearing House Association (“NACHA”), a self-regulatory organization which administers and facilitates private-sector operating rules for ACH payments and defines the roles and responsibilities of financial institutions and other ACH network participants. The NACHA Rules and Operating Guidelines impose obligations on us and our partner financial institutions.
Also, to the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly solicited or divulged proprietary or other confidential information. We may be unsuccessful in achieving our objectives through acquisitions, dispositions or other strategic transactions. Since April 2017, we have consummated 53 acquisitions and have generated significant growth through acquisitions.
Also, to the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly solicited or divulged proprietary or other confidential information. We may be unsuccessful in achieving our objectives through acquisitions, dispositions or other strategic transactions. Since April 2017, we have consummated 54 acquisitions and have generated significant growth through acquisitions.
Case law from the Court of Justice of the European Union (“CJEU”) states that reliance on the standard contractual clauses - a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism - alone may not necessarily be sufficient in all circumstances and that transfers must be assessed on a case-by-case basis.
Case law from the Court of Justice of the European Union (“CJEU”) states that reliance on the standard contractual clauses - a standard form of contract approved by the European Commission as an adequate Personal Information transfer mechanism - alone may not necessarily be sufficient in all circumstances and that transfers must be assessed on a case-by-case basis.
The effectiveness and cost of our online advertising has varied over time and may vary in the future due to competition for key search terms, changes in search engine use and changes in the I-20 search algorithms and rules used by major search engines. These efforts will require us to invest significant financial and other resources.
The effectiveness and cost of our online advertising has varied over time and may vary in the future due to competition for key search terms, changes in search engine use and changes in the search algorithms and rules used by major search engines. These efforts will require us to invest significant financial and other resources.
For example, the success of our digital lead generation capabilities within our EverPro platform depends, in part, on our ability to establish and maintain relationships with quality and trustworthy home service professionals and home improvement contractors, such as home maintenance technicians and security alarm professionals operating in both residential and commercial settings.
For example, the success of our digital lead generation capabilities within our EverPro platform depends, in part, on our ability to establish and maintain relationships with quality and trustworthy home service I-20 professionals and home improvement contractors, such as home maintenance technicians and security alarm professionals operating in both residential and commercial settings.
Our renewal and expansion rates may decline or fluctuate as a result of several factors, including consumer spending levels, client satisfaction with our solutions and services, decreases in the number of users, changes in the type and I-21 size of our customers, pricing changes, competitive conditions, the acquisition of our customers by other companies and general economic conditions.
Our renewal and expansion rates may decline or fluctuate as a result of several factors, including consumer spending levels, client satisfaction with our solutions and services, decreases in the number of users, changes in the type and size of our customers, pricing changes, competitive conditions, the acquisition of our customers by other companies and general economic conditions.
Any similar litigation against us could result in substantial costs, divert management’s attention and resources, and harm our business, financial condition and results of operations. I-36 The parties to our sponsor stockholders agreement hold a substantial portion of our outstanding common stock, and such parties interests may conflict with our interests and the interests of other stockholders.
Any similar litigation against us could result in substantial costs, divert management’s attention and resources, and harm our business, financial condition and results of operations. The parties to our sponsor stockholders agreement hold a substantial portion of our outstanding common stock, and such parties interests may conflict with our interests and the interests of other stockholders.
In addition, investors may find our common stock less attractive to the extent we rely on the exemptions and relief granted by the JOBS Act. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may decline or become more volatile.
In addition, investors may find our common stock less attractive to the I-38 extent we rely on the exemptions and relief granted by the JOBS Act. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may decline or become more volatile.
I-23 We are subject to economic and political risk, the business cycles of our clients and changes in the overall level of consumer and commercial spending, which could negatively impact our business, financial condition and results of operations. We are exposed to general economic conditions that affect consumer confidence, consumer spending, consumer discretionary income and changes in consumer purchasing habits.
We are subject to economic and political risk, the business cycles of our clients and changes in the overall level of consumer and commercial spending, which could negatively impact our business, financial condition and results of operations. We are exposed to general economic conditions that affect consumer confidence, consumer spending, consumer discretionary income and changes in consumer purchasing habits.
For these and other reasons, we may not be able to realize a tax benefit from the use of our NOLs. I-28 Government healthcare regulation, healthcare industry standards and other requirements create risks and challenges with respect to our compliance efforts and our business strategies within Health Services.
For these and other reasons, we may not be able to realize a tax benefit from the use of our NOLs. Government healthcare regulation, healthcare industry standards and other requirements create risks and challenges with respect to our compliance efforts and our business strategies within Health Services.
We perform a due diligence review of each of our acquisition targets. This due diligence review, however, may not adequately uncover all of the contingent or undisclosed liabilities we may incur as a consequence of the proposed acquisition, exposing us to potentially significant, unanticipated costs, as well as potential impairment charges.
I-25 We perform a due diligence review of each of our acquisition targets. This due diligence review, however, may not adequately uncover all of the contingent or undisclosed liabilities we may incur as a consequence of the proposed acquisition, exposing us to potentially significant, unanticipated costs, as well as potential impairment charges.
If equity securities granted under our incentive plan are sold or it is perceived that they will be sold in the public market, the trading price of our common stock could decline substantially. These sales also could impede our ability to raise future capital.
If equity securities granted under our incentive plans are sold or it is perceived that they will be sold in the public market, the trading price of our common stock could decline substantially. These sales also could impede our ability to raise future capital.
If our assumptions regarding I-12 these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition and results of operations would be adversely affected.
If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition and results of operations would be adversely affected.
Pursuant to these agreements with payment processors, we are registered with the card networks as an independent sales organization (“ISO”) of our sponsor bank(s) or as a payment facilitator(s), and are subject to the requirements of our bank sponsors, payment processors, as well as the card network rules and certain other obligations.
Pursuant to these agreements with payment processors, we are registered with the card networks as an independent sales organization (“ISO”) of our I-15 sponsor bank(s) or as a payment facilitator(s), and are subject to the requirements of our bank sponsors, payment processors, as well as the card network rules and certain other obligations.
The change in the United States presidential administration may result in economic volatility or other consequences that adversely impact SMBs or consumer spending and consequently negatively impact our business and results of operations. We currently manage our exchange rate and interest rate risk using hedging instruments.
The policies of the United States presidential administration may result in economic volatility or other consequences that adversely impact SMBs or consumer spending and consequently negatively impact our business and results of operations. We currently manage our exchange rate and interest rate risk using hedging instruments.
Our failure to implement and maintain effective internal control over financial reporting could result in errors in our consolidated financial statements that could result in a restatement of our financial statements, and could cause us to fail to meet our reporting obligations, any of which could diminish investor confidence in us and cause a decline in the price of our common stock.
Our failure to implement and maintain effective internal control over financial reporting could result in errors in our consolidated financial statements that could result in a restatement of our financial statements, and could cause us to fail to meet our reporting obligations, any of which could diminish I-27 investor confidence in us and cause a decline in the price of our common stock.
While we may, from time to time, engage in certain voluntary initiatives (which may include disclosures, policies, and targets, among others) to improve the ESG profile of our operations and/or products or respond to stakeholder considers, such initiatives may be costly and may not have the desired effect.
While we may, from time to time, engage in certain voluntary initiatives (which may include disclosures, policies, and targets, among others) to improve the ESG profile of our operations and/or products or respond to stakeholder considerations, such initiatives may be costly and may not have the desired effect.
I-41 Changes in accounting rules, assumptions and/or judgments could materially and adversely affect us. Accounting rules and interpretations for certain aspects of our operations are highly complex and involve significant assumptions and judgment. These complexities could lead to a delay in the preparation and dissemination of our financial statements.
Changes in accounting rules, assumptions and/or judgments could materially and adversely affect us. Accounting rules and interpretations for certain aspects of our operations are highly complex and involve significant assumptions and judgment. These complexities could lead to a delay in the preparation and dissemination of our financial statements.
Declines in operating results, divestitures, sustained market declines and other factors that impact the fair value of our reporting unit has and may in the future result in an impairment of goodwill or intangible assets and, in turn, a charge to net income (loss).
Declines in operating results, divestitures, sustained market declines and other factors that impact the fair value of our reporting unit has and may in the future result in an impairment of goodwill or intangible assets and, in turn, a charge I-21 to net income (loss).
For example, the General Data Protection Regulation (“GDPR”), in the EEA and its equivalent in the United Kingdom (“UK”, and such equivalent, the “UK GDPR”), impose a strict data protection compliance regime (which will continue to be interpreted through guidance and decisions over the coming years.
For example, the General Data Protection Regulation (“GDPR”), in the EEA and its equivalent in the United Kingdom (“UK”, and such equivalent, the “UK GDPR”), impose a strict data protection compliance regime (which will continue to be interpreted through I-31 guidance and decisions over the coming years.
Price volatility may be greater if the public float and trading volume of shares of our common stock is low. Furthermore, in the past, stockholders have sometimes instituted securities class action litigation against companies following periods of volatility in the market price of their securities.
Price volatility may be greater if the public float and trading volume of shares of our common stock is low. Furthermore, in the past, stockholders have sometimes instituted securities class action litigation against companies following periods of volatility in the market I-36 price of their securities.
Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the United States, and the efficacy and longevity of current transfer mechanisms between the EEA, and the United States remains uncertain.
Among other requirements, the GDPR regulates transfers of Personal Information subject to the GDPR to third countries that have not been found to provide adequate protection to such Personal Information, including the United States, and the efficacy and longevity of current transfer mechanisms between the EEA, and the United States remains uncertain.
Our operating expenses may increase substantially in the foreseeable future as we continue to invest to grow our business and build relationships with or clients and partners, develop new solutions and comply with requirements of being a public company.
Our operating expenses may increase substantially in the foreseeable future as we continue to invest to grow our business and build relationships I-12 with or clients and partners, develop new solutions and comply with requirements of being a public company.
Even if we are able to complete acquisitions and other investments, such activities may not ultimately strengthen our competitive position or achieve our strategic goals and could be viewed negatively by existing or prospective customers, investors or other I-25 stakeholders.
Even if we are able to complete acquisitions and other investments, such activities may not ultimately strengthen our competitive position or achieve our strategic goals and could be viewed negatively by existing or prospective customers, investors or other stakeholders.
Our intellectual property may not be sufficient to permit us to take advantage of current market trends or otherwise to provide competitive advantages, which could result in costly redesign efforts, discontinuance of certain service offerings or other I-29 competitive harm.
Our intellectual property may not be sufficient to permit us to take advantage of current market trends or otherwise to provide competitive advantages, which could result in costly redesign efforts, discontinuance of certain service offerings or other competitive harm.
Changes to tax law or administration such as these, whether at the state level or the international level, could increase our tax administrative costs and tax risk and negatively affect our overall business, results of operations, financial condition and cash flows.
Changes to tax law or administration I-42 such as these, whether at the state level or the international level, could increase our tax administrative costs and tax risk and negatively affect our overall business, results of operations, financial condition and cash flows.
I-38 We incur significant increased costs as a result of operating as a public company, and our management is required to devote substantial time to new compliance initiatives. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company.
We incur significant increased costs as a result of operating as a public company, and our management is required to devote substantial time to new compliance initiatives. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company.
We cannot control the availability or I-19 pricing of such third-party AI Technologies, especially in a highly competitive environment, and we may be unable to negotiate favorable economic terms with the applicable providers.
We cannot control the availability or pricing of such third-party AI Technologies, especially in a highly competitive environment, and we may be unable to negotiate favorable economic terms with the applicable providers.
The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities.
The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of Personal Information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities.
While we believe our assumptions and the data underlying our estimates are reasonable, these assumptions and estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors.
While we believe our assumptions and the data underlying our estimates are reasonable, these assumptions and I-19 estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors.
I-31 Furthermore, the FTC and many state Attorneys General continue to enforce federal and state consumer protection laws against companies for online collection, use, dissemination and security practices that appear to be unfair or deceptive.
Furthermore, the FTC and many state Attorneys General continue to enforce federal and state consumer protection laws against companies for online collection, use, dissemination and security practices that appear to be unfair or deceptive.
We may not compete effectively, and competitive pressures might prevent us from acquiring and maintaining the customer base necessary for us to be successful. We may also potentially face competition from our current partners.
We may not compete effectively, and competitive pressures might prevent us from acquiring and maintaining the customer base necessary for us to be successful. I-14 We may also potentially face competition from our current partners.
These projects I-15 carry risks, such as cost overruns, delays in delivery, performance problems and lack of acceptance by our clients, which could adversely impact our business, results of operations and financial condition.
These projects carry risks, such as cost overruns, delays in delivery, performance problems and lack of acceptance by our clients, which could adversely impact our business, results of operations and financial condition.
In addition, there can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.
In addition, there can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT systems and Confidential Information.
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created I-40 by the Securities Act or the rules and regulations thereunder.
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
The sale by the parties to our stockholders agreements of a substantial number of shares, or a perception that such sales could occur, could significantly reduce the market price of our common stock. We filed registration statements on Form S-8 registering under the Securities Act the shares of our common stock reserved for issuance under our incentive plan.
The sale by the parties to our stockholders agreements of a substantial number of shares, or a perception that such sales could occur, could significantly reduce the market price of our common stock. We have filed registration statements on Form S-8 registering under the Securities Act the shares of our common stock reserved for issuance under our incentive plans.
We identified a material weakness in our internal control over financial reporting as of December 31, 2023 that has not been remediated as of December 31, 2024, as described in Part II, Item 9A.
We identified a material weakness in our internal control over financial reporting as of December 31, 2023 that has not been remediated as of December 31, 2025, as described in Part II, Item 9A.
In addition, poor relations between the United States and Russia, sanctions by the United States and the EU against Russia, ongoing conflict in Ukraine and Israel or the spreading or escalation of political tensions or economic instability in surrounding areas could have an adverse impact on our third-party software development in Russia, Ukraine and Jordan.
In addition, poor relations between the United States and Russia, sanctions by the United States and the EU against Russia, ongoing conflict in Ukraine and Israel or the spreading or escalation of political tensions or economic instability in surrounding areas could have an adverse impact on our third- I-41 party software development in Russia and Ukraine.
We may not be able to successfully I-14 identify suitable acquisition or partnership candidates in the future, and if we do, they may not provide us with the benefits we anticipated.
We may not be able to successfully identify suitable acquisition or partnership candidates in the future, and if we do, they may not provide us with the benefits we anticipated.
The solutions and services we deliver are designed to process complex transactions and provide reports and other information on those transactions, all at very high volumes and processing speeds.
I-16 The solutions and services we deliver are designed to process complex transactions and provide reports and other information on those transactions, all at very high volumes and processing speeds.
I-42 Although we believe our tax practices and provisions are reasonable, the final determination of tax audits and any related litigation could be materially different from our historical tax practices, provisions and accruals.
Although we believe our tax practices and provisions are reasonable, the final determination of tax audits and any related litigation could be materially different from our historical tax practices, provisions and accruals.
Our recent growth rates may not be sustainable or indicative of future growth. Since our founding, we have generated revenue growth through acquisitions and by driving organic growth of our business.
Our historical growth rates may not be sustainable or indicative of future growth. Since our founding, we have generated revenue growth through acquisitions and by driving organic growth of our business.
As a I-30 result, we could be subject to suits by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source licensing terms.
As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source licensing terms.
If we cannot keep pace with rapid developments and changes in the electronic payments market or are unable to introduce, develop and market new and enhanced versions of our software solutions, we may be put at a competitive disadvantage with respect to our services that incorporated payment technology. Payment-related transactions comprised approximately 17% of our revenue in 2024.
If we cannot keep pace with rapid developments and changes in the electronic payments market or are unable to introduce, develop and market new and enhanced versions of our software solutions, we may be put at a competitive disadvantage with respect to our services that incorporated payment technology. Payment-related transactions comprised approximately 20% of our revenue in 2025.
If our privacy or data security measures or practices fail to comply with current or future laws and regulations, we may be subject to claims, legal proceedings or other actions by individuals or governmental authorities based on privacy or data protection regulations and our commitments to customers and users, as well as negative publicity and a potential loss of business.
If our privacy or data security measures or practices fail to comply with current or future laws and regulations, we may be subject to claims (including class action litigation), legal proceedings or other actions by individuals or governmental authorities based on privacy or data protection regulations and our commitments to customers and users, as well as negative publicity and a potential loss of business.
While such increases may help to offset the decline of business and demand in other industries, there can be no assurance that these levels of interest, demand and use will be similar in any future public health crisis.
While such increases helped to offset the decline of business and demand in other industries, there can be no assurance that these levels of interest, demand and use will be similar in any future public health crisis.
This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting, as well as a statement that our independent registered public accounting firm has issued an opinion on the effectiveness of I-27 our internal control over financial reporting, provided that our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting until our first annual report required to be filed with the SEC following the date (i) we are either an “accelerated filer” or a “large accelerated filer,” each as defined in the Exchange Act, and (ii) we are no longer an emerging growth company, as defined in the JOBS Act.
This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting, as well as a statement that our independent registered public accounting firm has issued an opinion on the effectiveness of our internal control over financial reporting, provided that our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting until our first annual report required to be filed with the SEC following the date (i) we are either an “accelerated filer” or a “large accelerated filer,” each as defined in the Exchange Act, and (ii) we are no longer an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”).
The loss, destruction or unauthorized modification of client or cardholder data could result in significant fines, sanctions and proceedings or actions against us by the payment networks, payment processors, sponsor banks, governmental bodies, our customers, our clients’ customers or others, which could have a material adverse effect on our business, financial condition and results of operations.
The loss, destruction or unauthorized modification of Confidential Information could result in significant fines, sanctions and proceedings or actions against us by the payment networks, payment processors, sponsor banks, governmental bodies, our customers, our clients’ customers or others, which could have a material adverse effect on our business, financial condition and results of operations.
See Part I, Item 2, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources in this Annual Report on Form 10-K .” The deterioration of the earnings from, or other available assets of, our subsidiaries for any reason could impair their ability to make distributions to us. Item 1B. Unresolved Staff Comments None.
See Part II, Item 7, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources” in this Annual Report on Form 10-K. The deterioration of the earnings from, or other available assets of, our subsidiaries for any reason could impair their ability to make distributions to us. Item 1B. Unresolved Staff Comments None.
Vertically-specialized competitors include mobile sales applications and field service management platforms in Home Services, EHR / EMR and practice management platforms in Health Services and scheduling and management in Wellness Services. Horizontal competitors include Salesforce for CRM, Intuit for financial products, Square for payments and HubSpot for marketing-related solutions.
Vertically-specialized competitors include mobile sales applications and field service management platforms in Home Services, EHR / EMR and practice management platforms in Health Services and scheduling and management in Wellness Services. Horizontal competitors include Salesforce for CRM, Intuit for financial products, and Square for payments.
The parties to our sponsor stockholders agreement own approximately 83.0% of our common stock. We have agreed to nominate to our board of directors individuals designated by Providence Strategic Growth and Silver Lake in accordance with the sponsor stockholders agreement.
The parties to our sponsor stockholders agreement own approximately 85.7% of our common stock. We have agreed to nominate to our board of directors individuals designated by Providence Strategic Growth and Silver Lake in accordance with the sponsor stockholders agreement.
Our use of artificial intelligence technologies may not be beneficial to our business, and may cause the performance of our products, services and business, as well as our reputation and the reputations of our customers, to suffer or cause us to incur liability resulting from the violation of laws or contracts to which we are a party.
I-18 Our use of AI technologies may not be beneficial to our business, and may cause the performance of our products, services and business, as well as our reputation and the reputations of our customers, to suffer or cause us to incur liability resulting from the violation of laws or contracts to which we are a party.
Already, certain existing legal regimes (e.g., relating to data privacy) regulate certain aspects of AI Technologies, and new laws regulating AI Technologies are expected to enter into force in the United States and the EU in 2024.
Already, certain existing legal regimes (e.g., relating to data privacy) regulate certain aspects of AI Technologies, and new laws regulating AI Technologies continue to enter into force in the United States and the EU.
Our failure to successfully develop and commercialize our products or services involving AI Technologies could depress the market price of our stock and impair our ability to: raise capital; expand our business; provide, improve and diversify our product offerings; continue our operations and efficiently manage our operating expenses; and respond effectively to competitive developments.
Our failure to successfully develop and commercialize our products or services involving AI Technologies could depress the market price of our stock and impair our ability to: raise capital; expand our business; provide, improve and diversify our product offerings; continue our operations and efficiently manage our operating expenses; and compete effectively in the marketplace.
“Management’s Discussion and Analysis of Results of Operation and Financial Condition - Liquidity and Capital Resources”) and $532.1 million outstanding under our Credit Facilities (as defined in Part II. Item 7. “Management’s Discussion and Analysis of Results of Operation and Financial Condition - Liquidity and Capital Resources”) .
“Management’s Discussion and Analysis of Results of Operation and Financial Condition - Liquidity and Capital Resources”) and $526.6 million outstanding under our Credit Facilities (as defined in Part II. Item 7. “Management’s Discussion and Analysis of Results of Operation and Financial Condition - Liquidity and Capital Resources”) .
Any failure by such third parties to adequately take these protective measures could result in protracted or costly litigation. In addition, our agreements with our bank sponsors (as well as payment network requirements) require us to take certain protective measures to ensure the confidentiality of business and consumer data.
Any failure by such third parties to adequately take these protective measures could result in protracted or costly litigation. In addition, our agreements with our bank sponsors (as well as payment network requirements) require us to take certain protective measures to ensure the confidentiality of Confidential Information.
Further, the Company maintains the majority of its cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and our deposits at certain of these institutions exceed insured limits. Market conditions can impact the viability of these institutions.
Further, we maintain the majority of our cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and our deposits at certain of these institutions exceed insured limits. Market conditions can impact the viability of these institutions.
Although we generally require that our agreements with our distribution partners and service providers who have access to client and customer data include confidentiality obligations that restrict these parties from using or disclosing any client or customer data except as necessary to perform their services under the applicable agreements, there can be no assurance that these contractual measures will prevent the unauthorized disclosure of business or client data, nor can we be sure that such third parties would be willing or able to satisfy liabilities arising from their breach of these agreements.
Although we generally require that our agreements with our distribution partners and service providers who have access to our IT Systems and/or Confidential Information include confidentiality obligations that restrict these parties from using such access or disclosing such information except as necessary to perform their services under the applicable agreements, there can be no assurance that these contractual measures will prevent the unauthorized use or disclosure of Confidential Information, nor can we be sure that such third parties would be willing or able to satisfy liabilities arising from their breach of these agreements.
Certain affiliates of Providence Strategic Growth and Silver Lake own approximately 83.0% of our common stock and are parties, among others, to the sponsor stockholders agreement.
Certain affiliates of Providence Strategic Growth and Silver Lake own approximately 85.7% of our common stock and are parties, among others, to the sponsor stockholders agreement.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe CISO/SVP has earned the following certifications: Certified Information Systems Manager, Department of Homeland Security, Certified Incident Command, Certified Technical Emergency Response Training, Certified Incident Response, and the penetration testing team leader holds Offensive Security Certified Professional and Certified Red Team Operator certifications and the additional Security Operations team members hold a Security + certification.
Biggest changeThe Security team members have diverse experience in security strategy, architecture, and operations. Additionally, the CISO has more than 30 years’ experience leading transformative security and technology. The CISO has earned the following certifications: Certified Information Systems Manager, Department of Homeland Security, Certified Incident Command, Certified Technical Emergency Response Training, Certified Incident Response.
Our cybersecurity risk management program includes: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; • a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; I-43 • cybersecurity awareness training of our employees, incident response personnel, and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for certain service providers, suppliers, and vendors that have access to our critical systems and information.
Our cybersecurity risk management program includes: • vendor and system security risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; • a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; I-43 • cybersecurity awareness training of our employees, incident response personnel, and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for certain service providers, suppliers, and vendors that have access to our critical systems and information.
Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Our cybersecurity risk management program incorporates methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Board members receive presentations on relevant cybersecurity topics from our Senior Vice President of Security Operations and internal security staff. Our management team, including our Chief Information Security Officer (CISO)/Senior Vice President of Information Technology and Security (SVP), is responsible for assessing and managing, and mitigating cyber risk and security threats.
Board members receive presentations on relevant cybersecurity topics from our Chief Information Security Officer (“CISO”) and internal security staff. Our CISO is primarily responsible for assessing and managing, and mitigating cyber risk and security threats. The Security team has primary responsibility for our overall cybersecurity risk management program and supervises both internal cybersecurity personnel and external cybersecurity consultants and contractors.
Our Security Operations team meets monthly with key executives and management to provide updates regarding the Company’s cybersecurity efforts. For more information, see the section titled “Risk Factor— Unauthorized disclosure, destruction or modification of data, disruption of our software or services or cyber breaches could expose us to liability, protracted and costly litigation and damage our reputation.”
Our Security Operations team meets monthly with key executives and management to provide updates regarding the Company’s cybersecurity efforts.
Removed
The Security team has primary responsibility for our overall cybersecurity risk management program and supervises both internal cybersecurity personnel and external cybersecurity consultants and contractors. The Security team members have diverse experience in security strategy, architecture, and operations. Additionally, the CISO/SVP has more than 30 years’ experience leading transformative security and technology.
Added
Our Director, Information Security leads the penetration testing team and holds Offensive Security Certified Professional, Certified Ethical Hacker, Offensive Security Wireless Professional, and Certified Red Team Operator certifications.
Added
For more information, see the section titled “Risk Factor— We and our third-party providers are exposed to cybersecurity risks and incidents which may result in damage to our brand and reputation, material financial penalties, and legal liability, which could in turn materially adversely affect our business, results of operations, and financial condition.”

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe believe that these facilities are sufficient for our current needs and that additional space will be available to accommodate the expansion of our businesses should they be needed. Additionally, we also often take on leases when we acquire businesses, and we explore optimization of our overall lease footprint in conjunction with any new leases assumed in an acquisition.
Biggest changeAdditionally, we also often take on leases when we acquire businesses, and we explore optimization of our overall lease footprint in conjunction with any new leases assumed in an acquisition.
In October 2023, the Company subleased approximately 24,000 square feet of the Denver office space for an initial three year period with an option for the subtenant to extend.
In October 2023, the Company subleased approximately 24,000 square feet of the Denver office space for an initial three year period with an option for the subtenant to extend. We also lease 13 additional office locations throughout the United States, and two offices in Canada, several of which include office spaces that are subleased to third parties.
Removed
We also lease 12 additional office locations throughout the United States, two offices in Canada, and one office in Jordan, several of which include office spaces that are subleased to third parties. We do not own any real property.
Added
We do not own any real property. We believe that these facilities are sufficient for our current needs and that additional space will be available to accommodate the expansion of our businesses should they be needed.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures I- 44 PART II Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities II- 1 Item 6. [Reserved] II- 2 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations II- 3 Item 7A. Quantitative and Qualitative Disclosures About Market Risk II- 21 Item 8.
Biggest changeItem 4. Mine Safety Disclosures I- 44 PART II Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities II- 1 Item 6. [Reserved] II- 2 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations II- 3 Item 7A. Quantitative and Qualitative Disclosures About Market Risk II- 22 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe stock repurchase activity under our stock repurchase program during the quarter ended December 31, 2024 was as follows: Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs (1) Approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands, except per share and share amounts) October 1, 2024 - October 31, 2024 318,818 $ 10.37 318,818 $ 36,132 November 1, 2024 - November 30, 2024 158,062 $ 11.29 158,062 $ 34,348 December 1, 2024 - December 31, 2024 146,191 $ 11.57 146,191 $ 32,656 Total 623,071 623,071 (1) 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.
Biggest changeThe stock repurchase activity under our stock repurchase program during the quarter ended December 31, 2025 was as follows: Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs (1) Approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands, except per share and share amounts) October 1, 2025 - October 31, 2025 686,003 $ 11.20 686,003 $ 64,590 November 1, 2025 - November 30, 2025 924,426 $ 8.95 924,426 $ 56,321 December 1, 2025 - December 31, 2025 872,282 $ 9.91 872,282 $ 47,679 Total 2,482,711 2,482,711 (1) 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.
The following graph and related information shows a comparison of the cumulative total return for our common stock, Nasdaq Composite Index and Nasdaq US Small Cap Software Index between July 1, 2021 (the date our common stock commenced trading on the Nasdaq) through December 31, 2024. All values assume an initial investment of $100 and reinvestment of any dividends.
The following graph and related information shows a comparison of the cumulative total return for our common stock, Nasdaq Composite Index and Nasdaq US Small Cap Software Index between July 1, 2021 (the date our common stock commenced trading on the Nasdaq) through December 31, 2025. All values assume an initial investment of $100 and reinvestment of any dividends.
On November 7, 2022, November 5, 2023, and May 21, 2024, our Board increased the authorization of the Repurchase Program by an additional $50.0 million in shares of the Company’s common stock on each date for a total authorization to repurchase up to $200.0 million in shares of the Company’s common stock, and most recently, extended the expiration of the Repurchase Program through December 31, 2025.
On November 7, 2022, November 5, 2023, May 21, 2024, May 1, 2025 and November 4, 2025 our Board increased the authorization of the Repurchase Program by an additional $50.0 million in shares of the Company’s common stock on each date for a total authorization to repurchase up to $300.0 million in shares of the Company’s common stock, and most recently, extended the expiration of the Repurchase Program through December 31, 2026.
The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our common stock. 7/1/21 12/31/21 12/31/22 12/31/23 12/31/24 EverCommerce Common Stock $ 100.00 $ 89.49 $ 42.27 $ 62.67 $ 62.56 Nasdaq Composite Index $ 100.00 $ 107.73 $ 72.07 $ 103.37 $ 132.97 Nasdaq US Small Cap Software Index $ 100.00 $ 93.88 $ 57.85 $ 84.36 $ 105.33 Recent Sales of Unregistered Securities The Company did not sell any equity securities during the year ended December 31, 2024 that were not registered under the Securities Act.
The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our common stock. 7/1/21 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 EverCommerce Common Stock $ 100.00 $ 89.49 $ 42.27 $ 62.67 $ 62.56 $ 68.81 Nasdaq Composite Index $ 100.00 $ 107.73 $ 72.07 $ 103.37 $ 132.97 $ 160.04 Nasdaq US Small Cap Software Index $ 100.00 $ 93.88 $ 57.85 $ 84.36 $ 105.33 $ 90.35 Recent Sales of Unregistered Securities The Company did not sell any equity securities during the year ended December 31, 2025 that were not registered under the Securities Act.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock trades on the Nasdaq Global Select Market under the symbol “EVCM.” Holders As of March 7, 2025, there were 60 registered holders of record of our common stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock trades on the Nasdaq Global Select Market under the symbol “EVCM.” Holders As of March 9, 2026, there were 52 registered holders of record of our common stock.
Purchases of Equity Securities by the Issuer or Affiliated Purchaser During the quarter ended December 31, 2024, we repurchased $7.0 million in shares of our common stock under our stock repurchase program, including transaction fees and taxes.
Purchases of Equity Securities by the Issuer or Affiliated Purchaser During the quarter ended December 31, 2025, we repurchased $24.8 million in shares of our common stock under our stock repurchase program, including transaction fees and taxes.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear Ended December 31, Change 2024 2023 % Total Revenues 100.0% 100.0% —% Operating expenses: Cost of revenues (exclusive of depreciation and amortization presented separately below) 32.7 % 34.2 % (1.5) % Sales and marketing 17.5 % 18.3 % (0.8) % Product development 11.4 % 11.2 % 0.2 % General and administrative 20.0 % 19.6 % 0.4 % Depreciation and amortization 12.7 % 15.4 % (2.7) % Loss on sale and impairments 5.7 % 0.9 % 4.8 % Total operating expenses 100.0 % 99.6 % 0.4 % While revenue growth remains a key focus, we remain committed to continued expansion of gross margin, net income and Adjusted EBITDA through ongoing transformation initiatives.
Biggest changeYear Ended December 31, 2025 vs. 2024 2024 vs. 2023 2025 2024 2023 % Change % Change Total Revenues 100.0% 100.0% 100.0% —% —% Operating expenses: Cost of revenues (exclusive of depreciation and amortization presented separately below) 22.4 % 22.2 % 23.8 % 0.2 % (1.6) % Sales and marketing 20.3 % 20.3 % 21.3 % — % (1.0) % Product development 13.4 % 13.5 % 13.5 % (0.1) % — % General and administrative 22.4 % 22.9 % 23.1 % (0.5) % (0.2) % Depreciation and amortization 11.4 % 14.3 % 17.7 % (2.9) % (3.4) % Loss on sale and impairments — % 2.1 % 1.2 % (2.1) % 0.9 % Total operating expenses 89.9 % 95.3 % 100.6 % (5.4) % (5.3) % While revenue growth remains a key focus, we remain committed to continued expansion of gross margin, net income and Adjusted EBITDA through ongoing transformation initiatives. 2025 compared to 2024 As a percentage of revenue, cost of revenues increased from 22.2% for the year ended December 31, 2024 to 22.4% for the year ended December 31, 2025, an increase of approximately 20 basis points.
Our revenue recognition policies are discussed in more detail under “Critical Accounting Estimates.” Subscription and Transaction Fees : Revenue includes (i) recurring monthly, quarterly and annual SaaS subscriptions and software license and maintenance fees from the sale of our Business Management, Customer Engagement and Billing and Payment solutions; (ii) payment processing fees based on the transaction volumes processed through our integrated payment solutions, and processing fees based on transaction volumes for our revenue cycle management, chronic care management and health insurance clearinghouse solutions; and (iii) membership subscriptions and our share of rebates from suppliers generated though group purchasing programs.
Our revenue recognition policies are discussed in more detail under “Critical Accounting Estimates.” Subscription and Transaction Fees : Revenue includes (i) recurring monthly, quarterly and annual SaaS subscriptions and software license and maintenance fees from the sale of our Business Management and Customer Engagement solutions; (ii) Billing and payment solutions - payment processing fees based on the transaction volumes processed through our integrated payment solutions, and processing fees based on transaction volumes for our revenue cycle management, chronic care management and health insurance clearinghouse solutions; and (iii) membership subscriptions and our share of rebates from suppliers generated though group purchasing programs.
The decrease for the year ended December 31, 2024 was driven primarily by an unrealized gain of $6.4 million on interest rate swaps, as compared to an unrealized loss of $2.0 million in the comparative period, a $2.1 million increase in interest income, and a decrease of $1.9 million in interest expense as a result of lower variable base interest rates on the Company’s Credit Facilities.
The decrease for the year ended December 31, 2024 was driven primarily by an unrealized gain of $6.4 million on interest rate swaps compared to an unrealized loss of $2.0 million in the comparative period, a $2.1 million increase in interest income, and a decrease of $1.9 million in interest expense as a result of lower variable base interest rates on the Company’s Credit Facilities.
For the year ended December 31, 2023 the Company performed a quantitative assessment, which resulted in substantial excess of estimated fair value over net carrying value for each reporting unit. The qualitative annual impairment assessment for the year ended December 31, 2024 excluded the marketing technology reporting unit as discussed below.
The qualitative annual impairment assessment for the year ended December 31, 2024 excluded the marketing technology reporting unit as discussed below. For the year ended December 31, 2023 the Company performed a quantitative assessment, which resulted in substantial excess of estimated fair value over net carrying value for each reporting unit.
Cash Flow from Investing Activities During the year ended December 31, 2024, net cash used in investing activities of $12.3 million was related primarily to costs to develop software of $17.4 million and $1.5 million for purchases of property and equipment, partially offset by proceeds from the sale of Fitness Solutions, net of transaction costs, cash and restricted cash sold for approximately $6.6 million.
During the year ended December 31, 2024, net cash used in investing activities of $12.3 million was related primarily to costs to develop software of $17.4 million and $1.5 million for purchases of property and equipment, partially offset by proceeds from the sale of Fitness Solutions, net of transaction costs, cash and restricted cash sold for approximately $6.6 million.
During the year ended December 31, 2024, we recognized $6.4 million of goodwill impairment charges representing the allocated goodwill to Fitness Solutions, which is included in loss on sale and impairments on the consolidated statements of operations and comprehensive loss included in this Annual Report on Form 10-K.
During the year ended December 31, 2024, we recognized $6.4 million of goodwill impairment charges representing the allocated goodwill to Fitness Solutions, which is included in loss on sale and impairments on the consolidated statements of operations and comprehensive income (loss) included in this Annual Report on Form 10-K.
During the year ended December 31, 2024, we recognized losses of $4.9 million related to the sale of Fitness Solutions, which are included in loss on sale and impairments on our consolidated statements of operations and comprehensive loss included in this Annual Report on Form 10-K.
During the year ended December 31, 2024, we recognized losses of $4.9 million related to the sale of Fitness Solutions, which are included in loss on sale and impairments on our consolidated statements of operations and comprehensive income (loss) included in this Annual Report on Form 10-K.
The increase in cash provided for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to an increase in cash collections from our subscription and transaction fees and marketing technology solutions, which includes revenues from payment processing of approximately $28.0 million and higher interest income of $2.0 million, partially offset by II-15 investments made to support the growth of our business including personnel expenses of $13.8 million, an increase in costs directly related to the delivery of our services and products of $7.0 million, and an increase in taxes of $1.4 million.
The increase in cash provided for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to an increase in cash collections from our subscription and transaction fees and marketing technology solutions, which includes revenues from payment processing of approximately $28.0 million and higher interest income of $2.0 million, partially offset by investments made to support the growth of our business including personnel expenses of $13.8 million, an increase in costs directly related to the delivery of our services and products of $7.0 million, and an increase in taxes of $1.4 million.
The credit spread adjustment was removed in connection with the Amendment. The refinanced Term Loan priced at par and refinanced all of the existing term loans outstanding under the Credit Agreement immediately prior to giving effect to the Amendment.
The credit spread adjustment was removed in connection with the 2024 Amendment. The refinanced Term Loan priced at par and refinanced all of the existing term loans outstanding under the Credit Agreement immediately prior to giving effect to the 2024 Amendment.
Claims against us relating to any acquisition may necessitate our seeking claims against the seller for which the seller may not indemnify us or that may exceed the seller’s indemnification obligations.” Key Business and Financial Metrics In addition to our results and measures of performance determined in accordance with accounting principles generally accepted in the United States of America (“U.S.
Claims against us relating to II-6 any acquisition may necessitate our seeking claims against the seller for which the seller may not indemnify us or that may exceed the seller’s indemnification obligations.” Key Business and Financial Metrics In addition to our results and measures of performance determined in accordance with accounting principles generally accepted in the United States of America (“U.S.
The sale of North American Fitness closed simultaneously with signing and the sale of UK Fitness closed July 1, 2024. The divestiture did not qualify for reporting as a discontinued operation and therefore, its results were included in our unaudited condensed consolidated financial statements included in this Annual Report on Form 10-K through the applicable date of sale.
The sale of North American Fitness closed simultaneously with signing and the sale of UK Fitness closed July 1, 2024. The divestiture did not qualify for reporting as a discontinued operation and therefore, its results were included in our consolidated financial statements included in this Annual Report on Form 10-K through the applicable date of sale.
We believe that investment in technology development will contribute to our long-term growth, but may also negatively impact our short-term profitability. In 2024, we continued to invest in scalable operations, including vertical market leadership, and necessary functions to support operating as a public company, including Sarbanes-Oxley compliance.
We believe that investment in technology development will contribute to our long-term growth, but may also negatively impact our short-term profitability. In 2025, we continued to invest in scalable operations, including vertical market leadership, and necessary functions to support operating as a public company, including Sarbanes-Oxley compliance.
Commitments and Contingencies in the notes to the consolidated financial statements included in this Annual Report on Form 10-K for a discussion of our operating lease, debt and contractual obligations, respectively. Critical Accounting Estimates Our financial statements are prepared in accordance with U.S. GAAP. The preparation of our financial statements in conformity with U.S.
Commitments and Contingencies in the notes to the consolidated financial statements included in this Annual Report on Form 10-K for a discussion of our operating lease, debt and contractual obligations, respectively. II-19 Critical Accounting Estimates Our financial statements are prepared in accordance with U.S. GAAP. The preparation of our financial statements in conformity with U.S.
In determining the total consideration that we expect to receive, we include variable consideration only to the extent that it is probable that a significant reversal of cumulative revenue will not occur when the uncertainty is resolved. There have not been any material changes during 2024 in the underlying estimates and assumptions in determining probability of variable consideration.
In determining the total consideration that we expect to receive, we include variable consideration only to the extent that it is probable that a significant reversal of cumulative revenue will not occur when the uncertainty is resolved. There have not been any material changes during 2025 in the underlying estimates and assumptions in determining probability of variable consideration.
Sale of Fitness Solutions On March 13, 2024, we entered into definitive sale and purchase agreements to sell our fitness solutions, comprised of North American Fitness and UK Fitness (“Fitness Solutions”), to Jonas Software (see Note 3. Acquisitions and Dispositions included in this Annual Report on Form 10-K).
Sale of Fitness Solutions On March 13, 2024, we entered into definitive sale and purchase agreements to sell our fitness solutions, comprised of North American Fitness and UK Fitness (“Fitness Solutions”), to Jonas Software (see Note 3. Acquisition and Dispositions included in this Annual Report on Form 10-K).
Revenue Recognition Revenues are derived from subscription and transaction fees, marketing technology solutions, and other revenues. We recognize revenue when our customers obtain control of goods or services in an amount that reflects the consideration that we expect to receive II-17 in exchange for those goods or services.
Revenue Recognition Revenues are derived from subscription and transaction fees, marketing technology solutions, and other revenues. We recognize revenue when our customers obtain control of goods or services in an amount that reflects the consideration that we expect to receive in exchange for those goods or services.
For example, the recurring or re-occurring revenue gained/lost from existing customers in November 2024 is the difference between the recurring or re-occurring revenue generated in November 2024 and the same such revenue generated in November 2023, for customers with a start date prior to December 1, 2023 and no end date or cancelled relationship on or after November 1, 2024.
For example, the recurring or re-occurring revenue gained/lost from existing customers in November 2025 is the difference between the recurring or re-occurring revenue generated in November 2025 and the same such revenue generated in November 2024, for customers with a start date prior to December 1, 2024 and no end date or cancelled relationship on or after November 1, 2025.
During the year ended December 31, 2023, net cash used in investing activities of $38.0 million was related primarily to costs to develop software of $20.0 million, the acquisition of Kickserv, net of cash acquired, for approximately $15.0 million and $3.0 million for purchases of property and equipment.
II-17 During the year ended December 31, 2023, net cash used in investing activities of $38.0 million was related primarily to costs to develop software of $20.0 million, the acquisition of Kickserv, net of cash acquired, for approximately $15.0 million and $3.0 million for purchases of property and equipment.
The Company performed a qualitative annual impairment assessment for the year ended December 31, 2024 and 2022, which resulted in substantial excess of estimated fair value over net carrying value for each reporting unit, except for the marketing technology reporting unit for the year ended December 31, 2024 as further described below.
The Company performed a qualitative annual impairment assessment for the year ended December 31, 2024, which resulted in substantial excess of estimated fair value over net carrying value for each reporting unit, except for the marketing technology reporting unit as further described below.
II-19 We recognize the tax benefit from an uncertain tax position only when it is more likely than not, based on the technical merits of the position, that the tax position will be sustained upon examination, including the resolution of any related appeals or litigation.
We recognize the tax benefit from an uncertain tax position only when it is more likely than not, based on the technical merits of the position, that the tax position will be sustained upon examination, including the resolution of any related appeals or litigation.
During the fourth quarter 2024, in conjunction with our review of strategic alternatives for our Marketing Technology Solutions, and as a result of lower than expected financial performance and future forecasted growth rates we determined that the estimated fair value of our marketing technology reporting unit was insufficient to recover the net carrying value of the reporting unit resulting in an impairment of goodwill of approximately $28.1 million (see Note 20.
During the fourth quarter 2024, in conjunction with our review of strategic alternatives for our marketing technology solutions, and as a result of lower than expected financial performance and future forecasted growth rates we determined that the estimated fair value of our marketing technology reporting unit was insufficient to recover the net carrying value of the reporting unit resulting in an impairment of goodwill of approximately $28.1 million.
II-18 At contract inception, we perform a review of each performance obligation’s selling price against the established stand-alone selling price range. If any performance obligations are priced outside of the established stand-alone selling price range, we reallocate the total transaction price to each performance obligation based on the relative stand-alone selling price for each performance.
At contract inception, we perform a review of each performance obligation’s selling price against the established stand-alone selling price range. If any performance obligations are priced outside of the established stand-alone selling price range, we reallocate the total transaction price to each performance obligation based on the relative stand-alone selling price for each performance.
If the stand-alone selling price is not observable through past transactions, we estimate the stand-alone selling price taking into consideration available information such as market conditions and internally approved pricing guidelines related to the performance obligation.
If the stand-alone selling price is not observable through past transactions, we estimate the stand-alone selling price taking into consideration available information such as market conditions and internally approved pricing guidelines II-20 related to the performance obligation.
II-6 Pro Forma Revenue Growth Rate Pro Forma Revenue Growth Rate is a key performance measure that our management uses to assess our consolidated operating performance from continuing operations over time. Management also uses this metric for planning and forecasting purposes.
Revenue and Pro Forma Revenue Growth Rate Pro Forma Revenue Growth Rate is a key performance measure that our management uses to assess our consolidated operating performance from continuing operations over time. Management also uses this metric for planning and forecasting purposes.
A valuation allowance is used to reduce some or all of the deferred tax assets if, based upon the weight of available evidence, it is more likely than not that those deferred tax assets will not be realized.
A valuation allowance is used to reduce some II-21 or all of the deferred tax assets if, based upon the weight of available evidence, it is more likely than not that those deferred tax assets will not be realized.
Cash Flow from Financing Activities During the year ended December 31, 2024, net cash used in financing activities of $59.6 million was related primarily to the repurchase and retirement of shares of our common stock of $57.7 million.
During the year ended December 31, 2024, net cash used in financing activities of $59.6 million was related primarily to the repurchase and retirement of shares of our common stock of $57.7 million.
For example, the recurring or reoccurring revenue lost from cancelled customers in November 2024 is the difference between the recurring or re-occurring revenue generated in November 2024 and the same such revenue generated in November 2023, for customers that cancelled on or after November 1, 2023 and before November 1, 2024.
For example, the recurring or reoccurring revenue lost from cancelled customers in November 2025 is the difference between the recurring or re-occurring revenue generated in November 2025 and the same such revenue generated in November 2024, for customers that cancelled on or after November 1, 2024 and before November 1, 2025.
We expect our sales and marketing expenses from continuing operations will increase in absolute dollars and may increase as a percentage of revenue for the foreseeable future as we continue to increase investments to support our growth. Product Development Product development expense consists primarily of employee costs for our product development personnel, including salaries, benefits, stock-based compensation and bonuses.
We expect our sales and marketing expenses will increase in absolute dollars and may increase as a percentage of revenue for the foreseeable future as we continue to increase investments to support our growth. Product Development Product development expense consists primarily of employee costs for our product development personnel, including salaries, benefits, stock-based compensation and bonuses.
II-9 General and Administrative General and administrative expense consists of employee costs for our executive leadership, accounting, finance, legal, human resources and other administrative personnel, including salaries, benefits, bonuses and stock-based compensation.
General and Administrative General and administrative expense consists of employee costs for our executive leadership, accounting, finance, legal, human resources and other administrative personnel, including salaries, benefits, bonuses and stock-based compensation.
Our business benefits from attractive unit economics. Approximately 97% of our revenue was recurring or re-occurring in both of the years ended December 31, 2024 and 2023, and we maintained an annualized net revenue retention rate of approximately 91% and 93% for the quarters ended December 31, 2024 and 2023, respectively.
Our business benefits from attractive unit economics. Approximately 96%, 97% and 96% of our revenue was recurring or re-occurring in the years ended December 31, 2025, 2024 and 2023, respectively, and we maintained an annualized net revenue retention rate of approximately 96%, 91% and 93% for the quarters ended December 31, 2025, 2024 and 2023, respectively.
For cancelled customers, we examine customers that cancelled their relationships on or after the first day of the month that is 12 months prior to the current month and II-4 before the first day of the current month.
For cancelled customers, we examine customers that cancelled their relationships on or after the first day of the month that is 12 months prior to the current month and before the first day of the current month.
Subsequent Event included in this Annual Report on Form 10-K). In connection with the definitive sale and purchase agreements to sell our fitness solutions, we tested the goodwill balance for impairment as of March 31, 2024 and recognized a goodwill impairment of $6.4 million representing the allocated goodwill for Fitness Solutions (see Note 3.
In connection with the definitive sale and purchase agreements to sell our fitness solutions, we tested the goodwill balance for impairment as of March 31, 2024 and recognized a goodwill impairment of $6.4 million representing the allocated goodwill for Fitness Solutions (see Note 3. Acquisition and Dispositions included in this Annual Report on Form 10-K).
Our annualized pro forma net revenue retention rate was equal to the annualized net revenue retention rate for the quarters ended December 31, 2024 and 2023, respectively. Excluding our marketing technology solutions, our annualized net revenue retention rate for our core software and payments solutions was approximately 96% and 98% for the quarters ended December 31, 2024 and 2023, respectively.
Our annualized pro forma net revenue retention rate was equal to the annualized net revenue retention rate for all periods presented. Excluding marketing technology solutions, our annualized net revenue retention rate for our core software and payments solutions was approximately 96% and 98% for the quarters ended December 31, 2024 and 2023, respectively.
Expand Revenue and Margin from Existing Customers We believe we have the opportunity to drive incremental revenue growth from our existing customer base through increased cross-selling and up-selling adjacent solutions. Our integrated SaaS solutions allow us to offer customers additional capabilities across their entire customer engagement lifecycle including digital payments, customer engagement and marketing technology.
II-5 Expand Revenue and Margin from Existing Customers We believe we have the opportunity to drive incremental revenue growth from our existing customer base through increased cross-selling and up-selling adjacent solutions. Our integrated SaaS solutions allow us to offer customers additional capabilities across their entire customer engagement lifecycle including digital payments and customer engagement.
Impact of Macroeconomic Climate The macroeconomic climate has seen in the recent years, and may continue to see, pressure from global developments such as international geopolitical conflicts, increased tariffs and proposed tariffs between the United States and other nations, terrorism, pandemics or health crises, rising inflation, fluctuations in the value of the US Dollar, rising interest rates and supply chain disruptions.
II-4 Impact of Macroeconomic Climate The macroeconomic climate has seen in the recent years, and may continue to see, pressure from global developments such as international geopolitical conflicts, increased tariffs and proposed tariffs between the United States and other nations as well as uncertainty as to future tariffs, terrorism, pandemics or health crises, rising inflation, fluctuations in the value of the US Dollar, rising interest rates and supply chain disruptions.
On November 7, 2022, November 5, 2023, and May 21, 2024, our Board increased the authorization of the Repurchase Program by an additional $50.0 million in shares of the Company’s common stock on each date for a total authorization to repurchase up to $200.0 million in shares of the Company’s common stock, and most recently extended the expiration of the Repurchase Program through December 31, 2025.
On November 7, 2022, November 5, 2023, May 21, 2024, May 1, 2025, and November 4, 2025 our Board increased the authorization of the Repurchase Program by an additional $50.0 million in shares of the Company’s common stock on each date for a total authorization to repurchase up to $300.0 million in shares of the Company’s common stock, and most recently extended the expiration of the Repurchase Program through December 31, 2026.
Summary of Significant Accounting Policies in the notes to the consolidated financial statements included in this Annual Report on Form 10-K for a discussion of accounting pronouncements recently adopted and recently issued accounting pronouncements not yet adopted and their potential impact to our financial statements.
Recent Accounting Pronouncements See Note 2. Summary of Significant Accounting Policies in the notes to the consolidated financial statements included in this Annual Report on Form 10-K for a discussion of accounting pronouncements recently adopted and recently issued accounting pronouncements not yet adopted and their potential impact to our financial statements.
The increase was a result of an additional $2.2 million of personnel and compensation expense, $2.0 million of outsourced services, and $1.6 million of software and tools, driven by investments in our technology and teams to support our various solutions as well as centralized security operations, information technology and cloud engineering.
The increase was a result of an additional $2.3 million of personnel and compensation expense, $1.8 million of outsourced services, and $1.7 million of software and tools, driven by investments in our technology and teams to support our various solutions as well as centralized security operations, information technology and cloud engineering.
Credit Facilities We are party to a credit agreement, as amended, that provides for one term loan for an aggregate principal amount of $550.0 million (“Term Loan”), a revolver with a capacity of $190.0 million (“Revolver”) and a sub-limit of the Revolver available for letters of credit up to an aggregate face amount of $20.0 million.
Credit Facilities We are party to a credit agreement, as amended, that provides for one term loan for an aggregate principal amount of $529.4 million (the “Term Loan”), a revolver with a capacity of $155.0 million (“Revolver”) and a sub-limit of the Revolver available for letters of credit up to an aggregate face amount of $20.0 million.
On December 13, 2024, the Company entered into an amendment (the “Amendment”) to the Credit Facilities to reduce the applicable margin and remove the credit spread adjustment from the existing Term Loan in their entirety in an aggregate principal amount of $533.5 million.
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.
Acquisitions and Dispositions in this Annual Report on Form 10-K), of $3.0 million and $1.0 million during the years ended December 31, 2024 and 2023, respectively. Additionally, total revenues include pre-divestiture revenue from Fitness Solutions, which was divested in 2024 (see Note 3.
Additionally, total revenues include pre-divestiture revenue from Fitness Solutions, which was divested in 2024 (see Note 3. Acquisition and Dispositions in this Annual Report on Form 10-K), of $8.1 and $23.7 million during the years ended December 31, 2024 and 2023, respectively.
The reduction in depreciation and amortization was driven primarily by the reduced rate of replacement assets resulting from a slowdown in business acquisitions. Specifically, the decrease was driven primarily by $16.3 million in lower intangible assets’ amortization and a decrease of $0.8 million of property and equipment depreciation, partially offset by $1.8 million of additional capitalized software amortization.
The reduction in depreciation and amortization was driven primarily by the reduced rate of replacement assets resulting from a slowdown in business acquisitions. Specifically, the decrease was driven primarily by $15.1 million in lower intangible assets’ amortization and a decrease of $0.9 million of property and equipment depreciation, partially offset by $1.7 million of additional capitalized software amortization.
We expect our product development expenses from continuing operations to increase in absolute dollars and increase as a percentage of revenue during 2025 as we continue to dedicate substantial resources to develop, improve and expand the functionality of our solutions.
We expect our product development expenses to increase in absolute dollars and increase as a percentage of revenue during 2026 as we continue to dedicate substantial resources to develop, improve and expand the functionality of our solutions.
See Part I, Item 1A .“Risk Factors.” Cash Flows The following table sets forth cash flow data: Year ended December 31, 2024 2023 (in thousands) Net cash provided by operating activities $ 113,163 $ 104,605 Net cash used in investing activities (12,297) (38,020) Net cash used in financing activities (59,614) (66,630) Effect of foreign currency exchange rate changes on cash (1,649) 400 Net increase (decrease) in cash, cash equivalents and restricted cash $ 39,603 $ 355 Cash Flow from Operating Activities Net cash provided by operating activities was $113.2 million for the year ended December 31, 2024, compared to $104.6 million for the year ended December 31, 2023.
See Part I, Item 1A .“Risk Factors.” Cash Flows The following table sets forth cash flow data: Year ended December 31, 2025 2024 2023 (in thousands) Net cash provided by operating activities $ 111,456 $ 113,163 $ 104,605 Net cash used in investing activities (30,573) (12,297) (38,020) 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 $ (6,052) $ 39,603 $ 355 Cash Flow from Operating Activities Net cash provided by operating activities was $111.5 million, $113.2 million, and $104.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The increase was driven primarily by an additional $4.4 million of personnel and compensation expense, a $2.4 million increase in software and tools, a $2.1 million increase in outsourced services, and a $1.6 million increase in II-13 stock-based compensation expense, partially offset by $2.5 million decrease in facility expense and $1.4 million decrease in bad debt expense.
The increase was driven primarily by an additional $3.8 million of personnel and compensation II-14 expense, a $2.4 million increase in software and tools, a $1.8 million increase in outsourced services, and a $1.4 million increase in stock-based compensation expense, partially offset by a $2.4 million decrease in facility expense and $1.9 million decrease in bad debt expense.
Additionally, the combination of cost of revenue, sales and marketing, product development and general and administrative costs declined from 83.3% for the year ended December 31, 2023 to 81.6% for the year ended December 31, 2024, an improvement of approximately 170 basis points. A discussion on primary drivers of cost reductions resulting in improved margin follows in the subsequent sections.
Additionally, the combination of cost of revenue, sales and marketing, product development and general and administrative costs declined from 81.6% for the year ended December 31, 2023 to 78.9% for the year ended December 31, 2024, an improvement of approximately 270 basis points. A discussion on primary drivers of cost reductions follows in the subsequent sections.
Our Pro Forma Revenue Growth rate was 5.7% for the year ended December 31, 2024, reflective of the underlying growth in our business as a result of new customers and providing more solutions to existing customers.
Our Pro Forma Revenue Growth rate was 6.4% and 8.5% for the years ended December 31, 2025 and 2024, reflective of the underlying growth in our business as a result of new customers and providing more solutions to existing customers.
Using these offerings, service SMBs can focus on growing their customers, improving their services and driving more efficient operations. • Billing & Payment Solutions: Our Billing & Payment Solutions provide integrated payments, billing and invoicing automation and business intelligence and analytics. Our omni-channel payments capabilities include point-of-sale, eCommerce, online bill payments, recurring billing, electronic invoicing and mobile payments.
Using these offerings, service SMBs can deliver their services, streamline operations and focus on growing their customer base. • Billing & Payment Solutions: Our Billing & Payment Solutions provide integrated payments, billing and invoicing automation and business intelligence and analytics. Our omni-channel payments capabilities include point-of-sale, eCommerce, online bill payments, recurring billing, electronic invoicing and mobile payments.
The Company repurchased and retired 5.7 million shares of common stock for $57.7 million, including transaction fees and taxes, during the year ended December 31, 2024. As of December 31, 2024, $32.7 million remains available under the Repurchase Program. Contractual Obligations Refer to Notes 9. Leases, 10. Long-Term Debt and 17.
The Company repurchased and retired 8.2 million shares of common stock for $85.6 million, including transaction fees and taxes, during the year ended December 31, 2025. As of December 31, 2025, $47.7 million remains available under the Repurchase Program. Contractual Obligations Refer to Notes 9. Leases, 10. Long-Term Debt and 17.
Our platform spans across the full lifecycle of interactions between consumers and service professionals with vertical-specific applications. Today, we serve more than 740,000 customers across three core verticals: EverPro for Home Services; EverHealth for Health Services; and EverWell for Wellness Services.
Our platform spans across the full lifecycle of interactions between consumers and service professionals with vertical-specific applications. As of December 31, 2025, we served more than 745,000 customers across three core verticals: EverPro for Home Services; EverHealth for Health Services; and EverWell for Wellness Services.
Other drivers of the changes in net cash provided by operating activities include payments for personnel expenses for our employees, costs related to delivering our services and products, partner commissions, advertising and interest on our long-term debt.
Changes in net cash provided by operating activities resulted primarily from cash received from net sales within our subscription and transaction fees. Other drivers of the changes in net cash provided by operating activities include payments for personnel expenses for our employees, costs related to delivering our services and products, partner commissions, advertising and interest on our long-term debt.
We expect that cost of revenue as a percentage of revenue will fluctuate from period to period based on a variety of factors, including the mix of revenue between Subscription and Transaction Fees and Marketing Technology Solutions, labor costs, third-party expenses and acquisitions.
We expect that cost of revenue as a percentage of revenue will fluctuate from period to period based on a variety of factors, including the rate of growth of subscription and transaction fees, labor costs, third-party expenses and acquisitions and dispositions.
For the majority of the Company’s SaaS, on-premise license and professional services, we establish a stand-alone selling price based on observable selling prices to similar classes of customers.
Judgment can be involved when determining the stand-alone selling price of products and services. For the majority of the Company’s SaaS, on-premise license and professional services, we establish a stand-alone selling price based on observable selling prices to similar classes of customers.
Revenues We derive our revenue from three primary sources which are described in detail below: (i) Subscription and Transaction Fees, which are primarily recurring revenue streams, (ii) Marketing Technology Solutions, which includes both recurring and re-occurring revenue streams and (iii) Other revenue, which consists primarily of the sale of distinct professional services and hardware.
Revenues We derive our revenue from two primary sources which are described in detail below: (i) Subscription and Transaction Fees, which are primarily recurring revenue streams and (ii) Other revenue, which consists primarily of the sale of distinct professional services and hardware.
Through organic growth of our business, the number of customers on our platform increased to approximately 740,000 at the end of 2024. Excluding the customers associated with the sale of our fitness assets, we served more than 690,000 customers at the end of 2023 ( see Note 3. Acquisitions and Dispositions included in this Annual Report on Form 10-K).
Through organic growth of our business, the number of customers on our platform increased to approximately 745,000 at the end of 2025. Excluding the customers associated with the sale of our marketing technology solutions, we served more than 725,000 customers at the end of 2024 (see Note 3. Acquisition and Dispositions included in this Annual Report on Form 10-K).
Acquisitions and Dispositions included in this Annual Report on Form 10-K). Intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise.
Intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise.
Following the Amendment, the Term Loan bears interest, at the borrower’s election, at (x) a forward-looking term rate based upon SOFR plus an applicable margin of 2.50%, with a minimum forward-looking SOFR rate 0.50% or (y) ABR plus an II-16 applicable margin of 1.50%, with a minimum ABR of 1.50%, in each case, with no step-downs.
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.
Other revenues decreased $0.8 million during the year ended December 31, 2024 driven by revenue related to project implementation and customer development services which did not recur in the current year.
Acquisition and Dispositions in this Annual Report on Form 10-K). Other revenues decreased $0.5 million during the year ended December 31, 2024 driven by revenue related to project implementation and customer development services which did not recur in the current year.
Other non-recurring or unusual costs are expenses such as impairment charges, (gains) losses from divestitures, system implementation costs, executive separation costs, severance expense related to planned restructuring activities, and costs associated with integration and transformational improvements. Transaction-related and other non-recurring or unusual costs are excluded as they are not representative of our underlying operating performance.
Other non-recurring or unusual costs are expenses such as impairment charges, (gains) losses from divestitures, system implementation costs including amortization of cloud-based software implementation costs, executive separation costs, severance expense related to planned restructuring activities, and costs associated with integration and transformational improvements.
Adjusted EBITDA is a key performance measure that our management uses to assess our financial performance and is also used for internal planning and forecasting purposes. We believe that this non-GAAP financial measure is useful to investors and other interested parties in analyzing our financial performance because it provides a comparable overview of our operations across historical periods.
We believe that this non-GAAP financial measure is useful to investors and other interested parties in analyzing our financial performance because it provides a comparable overview of our operations across historical periods.
Interest and Other Expense, net Interest and other expense, net, primarily consists of interest expense on long-term debt, net of interest income. It also includes amortization expense of financing costs and discounts, as well as realized and unrealized gains and losses related to interest rate swap agreements. Income Tax (Expense) Benefit U.S.
It also includes amortization expense of financing costs and discounts, income from the TSA, as well as realized and unrealized gains and losses related to interest rate swap agreements. Income Tax Expense U.S.
Interest and Other Expense, net Year Ended December 31, Change 2024 2023 Amount % (dollars in thousands) Interest and other expense, net $ 35,559 $ 46,407 $ (10,848) (23.4) % Interest and other expense, net, decreased by $10.8 million, or 23.4%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023 with the changes primarily driven by volatility of interest rates and the associated impact on the fair value of interest rate swaps.
Long-Term Debt included in this Annual Report on Form 10-K). 2024 compared to 2023 Interest and other income (expense), net, decreased by $10.8 million, or 23.4%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023 with the changes primarily driven by volatility of interest rates and the associated impact on the fair value of interest rate swaps.
II-14 Income Tax Expense Year Ended December 31, Change 2024 2023 Amount % (dollars in thousands) Income tax expense $ (5,782) $ (1,639) $ (4,143) 252.8 % Income tax expense increased by $4.1 million, or 252.8%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, with the change driven primarily by an increase in U.S. federal and state income taxes and discrete items, including the sale of Fitness Solutions and the goodwill impairment of the marketing technology reporting unit.
These benefits were partially offset by higher income from continuing operations before taxes. 2024 compared to 2023 Income tax expense increased by $4.5 million, or 324.0%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, with the change driven primarily by an increase in U.S. federal and state income taxes and discrete items, including the sale of Fitness Solutions and the goodwill impairment of the marketing technology reporting unit.
Additionally, our re-occurring revenue includes revenue related to the sale of marketing campaigns and lead generation under contractual arrangements with customers. • Subscription and Transaction Fees revenue includes: (i) recurring monthly, quarterly and annual SaaS subscriptions and software license and maintenance fees from the sale of our Business Management, Customer Engagement and Billing and Payment solutions; (ii) payment processing fees based on the transaction volumes processed through our integrated payment solutions and processing fees based on transaction volumes for our revenue cycle management, chronic care management and health insurance clearinghouse solutions; and (iii) membership subscriptions and our share of rebates from suppliers generated though group purchasing programs. • Marketing Technology Solutions revenue includes: (i) recurring revenues for managing digital advertising programs on behalf of our customers including website hosting, search engine management and optimization, social media management and blog automation; and (ii) re-occurring fees paid by service professionals for consumer leads generated by our various platforms. • Other revenue includes: (i) consulting, implementation, training and other professional services; (ii) website development; (iii) revenue from various business development partnerships; (iv) event income; and (v) hardware sales related to our business management or payment software solutions.
Our recurring revenue generally consists of monthly, quarterly and annual software and maintenance subscriptions and transaction revenue associated with integrated payments and billing solutions. • Subscription and Transaction Fees revenue includes: (i) recurring monthly, quarterly and annual SaaS subscriptions and software license and maintenance fees from the sale of our Business Management and Customer Engagement solutions; (ii) Billing and Payment solutions - payment processing fees based on the transaction volumes processed through our integrated payment solutions and processing fees based on transaction volumes for our revenue cycle management, chronic care management and health insurance clearinghouse solutions; and (iii) membership subscriptions and our share of rebates from suppliers generated though group purchasing programs. • Other revenue includes: (i) consulting, implementation, training and other professional services; (ii) website development; (iii) revenue from various business development partnerships; (iv) event income; and (v) hardware sales related to our business management or payment software solutions.
Absent significant deterioration of market conditions, we expect that working capital requirements, capital expenditures, acquisitions, the Company’s Repurchase Program (as defined below), debt servicing and lease obligations will be our principal needs for liquidity going forward.
Acquisition and Dispositions in the notes to the consolidated financial statements included in this Annual Report on Form 10-K. Absent significant deterioration of market conditions, II-16 we expect that working capital requirements, capital expenditures, acquisitions, the Company’s Repurchase Program (as defined below), debt servicing and lease obligations will be our principal needs for liquidity going forward.
As of December 31, 2024, we had cash, cash equivalents and restricted cash of $135.8 million, $190.0 million of available borrowing capacity under our Revolver (as defined below) and $532.1 million outstanding under our Term Loan (as defined below).
As of December 31, 2025, we had cash, cash equivalents and restricted cash of $129.7 million, $155.0 million of available borrowing capacity under our Revolver (as defined below) and $526.6 million outstanding under our Term Loan (as defined below).
The Company did not identify indicators of impairment for the year ended December 31, 2022. In the future, if there are material changes in the underlying estimates and assumptions pertaining to the impairment assessment, the financial statements could be materially impacted.
In the future, if there are material changes in the underlying estimates and assumptions pertaining to the impairment assessment, the financial statements could be materially impacted.
Marketing technology solutions service related contracts are typically short-term with stated contract terms that are less than one year. Other: Other revenues generally consist of fees associated with the sale of distinct professional services and hardware. Contract terms for other revenue arrangements are generally short-term, with stated contract terms that are less than one year.
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 and hardware. Contract terms for other revenue arrangements are generally short-term, with stated contract terms that are less than one year.
Business management software revenues drove a $24.8 million increase in subscription and transaction revenues due to an expansion in our number of customers, certain price increases across our portfolio, and an increase in rebate revenue from contracted suppliers due to growth of membership subscriptions in group purchasing programs.
Business management software revenues drove a $22.9 million increase in subscription and transaction fees revenue due to an expansion in our number of customers and certain price increases across our portfolio.
This vertically-tailored point-of-entry provides us with an opportunity to cross-sell adjacent products, previously offered as fragmented and disjointed point solutions by other software providers. This “land and expand” strategy allows us to acquire customers with key foundational solutions and expand into offerings via product development and acquisitions that cover all workflows and power the full scope of our customers’ businesses.
This “land and expand” strategy allows us to acquire customers with key foundational solutions and expand into offerings via product development and acquisitions that cover all workflows and power the full scope of our customers’ businesses.
Sales and Marketing Sales and marketing expense consists primarily of employee costs for our sales and marketing personnel, including salaries, benefits, bonuses, stock-based compensation and sales commissions. Sales and marketing expenses also include advertising costs, travel-related expenses and costs to market and promote our products, direct customer acquisition costs, costs related to conferences and events and partner/broker commissions.
Sales and marketing expenses also include advertising costs, travel-related expenses and costs to market and promote our products, direct customer acquisition costs, costs related to conferences and events and partner/broker commissions.
We believe that our methodology, track record and reputation for sourcing, evaluating and integrating acquisitions positions us as an “acquirer-of-choice” for potential targets. Although we expect to continue to acquire companies and other assets in the future, such acquisitions pose a number of challenges and risks. For additional information, see Part I. Item 1A.
Although we expect to continue to acquire companies and other assets in the future, such acquisitions pose a number of challenges and risks. For additional information, see Part I. Item 1A.
The decrease is primarily comprised of a $5.7 million decrease in personnel and compensation expense, a $1.7 million reduction in outsourced services, and a $0.8 million reduction in lead generation and ad spend subject to resale to customers, partially offset by a $2.1 million increase in software hosting expense, a $1.9 million increase in application programming interface fees, and a $0.9 million increase in campaign mail expense.
The decrease is primarily comprised of a $4.2 million decrease in personnel and compensation expense, a $1.5 million reduction in clearinghouse fees, and $1.2 million in outsourced services, partially offset by a $3.7 million increase in API fees and software hosting expenses and $0.7 million in campaign mail and advertising expenses.
General and Administrative Year Ended December 31, Change 2024 2023 Amount % (dollars in thousands) General and administrative $ 139,423 $ 132,235 $ 7,188 5.4 % General and administrative expenses increased by $7.2 million, or 5.4%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
General and Administrative Year Ended December 31, 2025 vs. 2024 2024 vs. 2023 2025 2024 2023 $ Change % Change $ Change % Change (dollars in thousands) General and administrative $ 131,760 $ 128,599 $ 123,353 $ 3,161 2.5 % $ 5,246 4.3 % 2025 compared to 2024 General and administrative expenses increased by $3.2 million, or 2.5%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
The tax benefits recognized in the consolidated financial statements from such a position are measured as the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. The Company recorded an additional $13.0 million and $4.1 million in valuation allowance on our deferred tax assets in 2024 and 2023, respectively, using the aforementioned approach.
The tax benefits recognized in the consolidated financial statements from such a position are measured as the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution.
Cost of Revenues Year Ended December 31, Change 2024 2023 Amount % (dollars in thousands) Cost of revenues (exclusive of depreciation and amortization presented separately below) $ 228,379 $ 231,007 $ (2,628) (1.1) % Cost of revenues decreased by $2.6 million, or 1.1%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Cost of Revenues Year Ended December 31, 2025 vs. 2024 2024 vs. 2023 2025 2024 2023 $ Change % Change $ Change % Change (dollars in thousands) Cost of revenues (exclusive of depreciation and amortization presented separately below) $ 132,063 $ 124,787 $ 127,405 $ 7,276 5.8 % $ (2,618) (2.1) % 2025 compared to 2024 Cost of revenues increased by $7.3 million, or 5.8%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Product Development Year Ended December 31, Change 2024 2023 Amount % (dollars in thousands) Product development $ 79,673 $ 75,614 $ 4,059 5.4 % Product development expenses increased by $4.1 million, or 5.4%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Product Development Year Ended December 31, 2025 vs. 2024 2024 vs. 2023 2025 2024 2023 $ Change % Change $ Change % Change (dollars in thousands) Product development $ 79,018 $ 76,179 $ 72,144 $ 2,839 3.7 % $ 4,035 5.6 % 2025 compared to 2024 Product development expenses increased by $2.8 million, or 3.7%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Depreciation and Amortization Year Ended December 31, Change 2024 2023 Amount % (dollars in thousands) Depreciation and amortization $ 88,824 $ 104,201 $ (15,377) (14.8) % Depreciation and amortization expenses decreased by $15.4 million, or 14.8%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Depreciation and Amortization Year Ended December 31, 2025 vs. 2024 2024 vs. 2023 2025 2024 2023 $ Change % Change $ Change % Change (dollars in thousands) Depreciation and amortization $ 67,228 $ 80,650 $ 94,872 $ (13,422) (16.6) % $ (14,222) (15.0) % 2025 compared to 2024 Depreciation and amortization expenses decreased by $13.4 million, or 16.6%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
II-10 Results of Operations The following tables summarize key components of our results of operations for the year ended December 31, 2024 compared to the same period in 2023.
II-10 Results of Operations The following tables summarize key components of our results of operations for the years ended December 31, 2025, 2024 and 2023. The period-to-period comparison of our historical results are not necessarily indicative of our results of operations that may be expected in the future.
As a percentage of revenue, cost of revenues declined from 34.2% for the year ended December 31, 2023 to 32.7% for the year ended December 31, 2024, an improvement of approximately 150 basis points resulting in higher gross margin.
Additionally, the combination of cost of revenue, sales and marketing, product development and general and administrative costs declined from 78.9% for the year ended December 31, 2024 to 78.5% for the year ended December 31, 2025, an improvement of approximately 40 basis points. 2024 compared to 2023 As a percentage of revenue, cost of revenues declined from 23.8% for the year ended December 31, 2023 to 22.2% for the year ended December 31, 2024, an improvement of approximately 160 basis points resulting in higher gross margin.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeFollowing an amendment in December 2024, the Term Loan bears interest, at the borrower’s election, at (x) a forward-looking term rate based upon SOFR plus an applicable margin of 2.50%, with a minimum forward-looking SOFR rate 0.50% or (y) ABR plus an applicable margin of 1.50%, with a minimum ABR of 1.50%, in each case, with no step-downs.
Biggest changeFollowing the July 2025 Amendment, 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) Alternate Base Rate (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.
Foreign currency exchange risk We have foreign currency risks related to certain of our foreign subsidiaries, primarily in Canada, Jordan, the United Kingdom, New Zealand and Australia. The functional currencies of our significant foreign operations include the Canadian dollar, Great British pound, Australian dollar and the New Zealand dollar.
Foreign currency exchange risk We have foreign currency risks related to certain of our foreign subsidiaries, primarily in Canada, the United Kingdom, New Zealand and Australia. The functional currencies of our significant foreign operations include the Canadian dollar, Great British pound, Australian dollar and the New Zealand dollar.
We may in the future hedge our foreign currency exposure and may use currency forward contracts, currency options or other common derivative financial instruments to reduce foreign currency risk. It is difficult to predict the effect that future hedging activities would have on our operating results. II-21
We may in the future hedge our foreign currency exposure and may use currency forward contracts, currency options or other common derivative financial instruments to reduce foreign currency risk. It is difficult to predict the effect that future hedging activities would have on our operating results. II-22
As of December 31, 2024, we had no amounts outstanding under our Revolving Loan. Beginning in late 2022, we executed a series of three interest rate swaps (for total notional amounts of $425 million) to convert a portion of the floating rate component of our Term Loan to a fixed rate.
As of December 31, 2025, we had no amounts outstanding under our Revolving Loan. Beginning in late 2022, we executed a series of three interest rate swaps (for total notional amounts of $425 million) to convert a portion of the floating rate component of our Term Loan to a fixed rate.
Based on the outstanding balance of the Credit Facilities as of December 31, 2024, for every 100 basis point increase in the Adjusted SOFR rate, we would incur approximately $1.1 million of additional annual interest expense.
Based on the outstanding balance of the Credit Facilities as of December 31, 2025, for every 100 basis point increase in the Adjusted SOFR rate, we would incur approximately $1.0 million of additional annual interest expense.
We have mitigated a majority of our market risks related to fluctuations in interest rates on amounts borrowed under the Credit Facility by entering into interest rate swap agreements, which cover $425.0 million of our $532.1 million outstanding under our Term Loan as of December 31, 2024.
We have mitigated a majority of our market risks related to fluctuations in interest rates on amounts borrowed under the Credit Facility by entering into interest rate swap agreements, which cover $425.0 million of our $526.6 million outstanding under our Term Loan as of December 31, 2025.

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