EverCommerce Inc.

Previous wording

Our business benefits from attractive unit economics. Approximately 97% of our revenue was recurring or re-occurring in both the six months ended June 30, 2025 and 2024, and we maintained an annualized net revenue retention rate from continuing operations of approximately 97% for both the quarters ended June 30, 2025 and 2024. Our annualized pro forma net revenue retention rate was equal to the annualized net revenue retention rate for the quarters ended June 30, 2025 and 2024, respectively, as the acquisitions and dispositions closed during the prior period were not material to our prior period unaudited condensed consolidated results on a proforma basis. We believe the retention and growth of revenue from our existing customers is a helpful measure of the health of our business and our future growth prospects. Our ability to cross sell additional products and services to our existing customers can increase customer engagement with our suite of solutions and thus have a positive impact on our net pro forma revenue retention rate. For example, we have leveraged our land and expand strategy to cross sell solutions to our existing customers, which has supported our high net pro forma revenue retention rate by increasing customer utilization of our solutions, educating customers as to how our platform and synergies can support their businesses and, in turn, improving customer stickiness.

Current wording

Our business benefits from attractive unit economics. Approximately 97% of our revenue was recurring or re-occurring in both the nine months ended September 30, 2025 and 2024, and we maintained an annualized net revenue retention rate from continuing operations of approximately 97% for both the quarters ended September 30, 2025 and 2024. Our annualized pro forma net revenue retention rate was equal to the annualized net revenue retention rate for the quarters ended September 30, 2025 and 2024, respectively, as the acquisitions and dispositions closed during the prior period were not material to our prior period unaudited condensed consolidated results on a proforma basis. We believe the retention and growth of revenue from our existing customers is a helpful measure of the health of our business and our future growth prospects. Our ability to cross sell additional products and services to our existing customers can increase customer engagement with our suite of solutions and thus have a positive impact on our net pro forma revenue retention rate. For example, we have leveraged our land and expand strategy to cross sell solutions to our existing customers, which has supported our high net pro forma revenue retention rate by increasing customer utilization of our solutions, educating customers as to how our platform and synergies can support their businesses and, in turn, improving customer stickiness.

Previous wording

In late 2024, the Company began a process to review strategic alternatives for its marketing technology solutions. On March 5, 2025, the Board of Directors (“the Board”), in conjunction with Company management committed to a plan to sell the Company’s marketing technology solutions, which is expected to result in a sale transaction in 2025. The Company is currently engaged in an active program to sell its marketing technology solutions. Additionally, the Company determined that its decision to sell marketing technology solutions is considered a strategic shift that will have a major effect on the Company’s operations and financial results and met the criteria for classification as discontinued operations. As a result, the assets and liabilities of marketing technology solutions are presented as held for sale on our unaudited condensed consolidated balance sheets and their operating results are presented as discontinued operations in our unaudited condensed consolidated statements of operations and comprehensive loss for all periods presented. During the three and six months ended June 30, 2025, we measured the assets and liabilities of the marketing technology disposal group at estimated fair value less cost to sell and recognized a gain of $0.4 million and a loss of $2.2 million, respectively, and a goodwill impairment charge of $6.9 million during the six months ended June 30, 2025, which are included in loss from discontinued operations, net of income tax, on our unaudited condensed consolidated statements of operations and comprehensive loss.

Current wording

In late 2024, the Company began a process to review strategic alternatives for our marketing technology solutions. On March 5, 2025, our Board of Directors (“the Board”), in conjunction with our management committed to a plan to sell the our marketing technology solutions. On October 31, 2025, we completed the sale of our marketing technology solutions business for approximately $45 million in cash, subject to certain closing adjustments, concluding the previously announced strategic review (see Note 20. Subsequent Event in this Quarterly Report on Form 10-Q). We determined that our decision to sell marketing technology solutions was considered a strategic shift that will have a major effect on our operations and financial results and met the criteria for classification as discontinued operations. As a result, the assets and liabilities of marketing technology solutions are presented as held for sale on our unaudited condensed consolidated balance sheets and their operating results are presented as discontinued operations in our unaudited condensed consolidated statements of operations and comprehensive loss for all periods presented. We measured the assets and liabilities of the marketing technology disposal group at estimated fair value less cost to sell and recognized a gain of $2.1 million during the three months ended September 30, 2025, and a goodwill impairment charge of $6.9 million during the nine months ended September 30, 2025, which are included in loss from discontinued operations, net of income tax, on our unaudited condensed consolidated statements of operations and comprehensive loss.

Previous wording

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 4. Fitness Solutions Disposition in this Quarterly Report on Form 10-Q). 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 Quarterly Report on Form 10-Q through the applicable date of sale. During the three and six months ended June 30, 2024, the Company recognized losses of $0.2 million and $5.0 million, respectively, related to the sale of Fitness Solutions, which are included in loss on held for sale and impairments on our unaudited condensed consolidated statements of operations and comprehensive loss. Additionally, the Company recognized a $6.4 million goodwill impairment charge during the six months ended June 30, 2024 representing the allocated goodwill to Fitness Solutions, which is included in loss on held for sale and impairments on our unaudited condensed consolidated statements of operations and comprehensive loss included in this Quarterly Report on Form 10-Q. During the three and six months ended June 30, 2024, we measured the assets and liabilities held for sale at fair value less cost to sell and recognized losses of $0.3 million and $2.9 million, respectively, which are included in loss on held for sale and impairments on our unaudited condensed consolidated statements of operations and comprehensive loss.

Current wording

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 4. Acquisitions and Dispositions in this Quarterly Report on Form 10-Q). 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 Quarterly Report on Form 10-Q through the applicable date of sale. During the three and nine months ended September 30, 2024, the Company recognized losses of $0.1 million and $5.0 million, respectively, related to the sale of Fitness Solutions, which are included in loss on held for sale and impairments on our unaudited condensed consolidated statements of operations and comprehensive loss. Additionally, the Company recognized a $6.4 million goodwill impairment charge during the nine months ended September 30, 2024 representing the allocated goodwill to Fitness Solutions, which is included in loss on held for sale and impairments on our unaudited condensed consolidated statements of operations and comprehensive loss included in this Quarterly Report on Form 10-Q.

Previous wording

Our Revenue Growth Rate was 5.3% and 4.3% for the three and six months ended June 30, 2025, respectively. Total revenues include pre-divestiture revenue from Fitness Solutions, which was divested in 2024 (see Note 4. Fitness Solutions Disposition in this Quarterly Report on Form 10-Q), of $2.7 million and $8.1 million, during the three and six months ended June 30, 2024, respectively. Our Pro Forma Revenue Growth rate was 7.4% for both the three and six months ended June 30, 2025, reflective of the underlying growth in our business as a result of new customers and providing more solutions to existing customers.

Current wording

Our Revenue Growth Rate was 5.3% and 4.6% for the three and nine months ended September 30, 2025, respectively. Total revenues include pre-divestiture revenue from Fitness Solutions, which was divested in 2024 (see Note 4. Acquisitions and Dispositions in this Quarterly Report on Form 10-Q), of $8.1 million, during the nine months ended September 30, 2024. Additionally, total revenues include immaterial post-acquisition revenue from ZyraTalk, which was acquired September 15, 2025 (see Note 4. Acquisitions and Dispositions in this Quarterly Report on Form 10-Q), during the three and nine months ended September 30, 2025. Our Pro Forma Revenue Growth rate was 5.3% and 7.0% for the three and nine months ended September 30, 2025, respectively, reflective of the underlying growth in our business as a result of new customers and providing more solutions to existing customers.

Previous wording

Adjusted EBITDA is calculated as net income (loss) adjusted to exclude interest and other expense, net, income tax expense (benefit), depreciation and amortization, other amortization, stock-based compensation, and transaction-related and other non-recurring or unusual costs. Other amortization includes amortization for capitalized contract acquisition costs. Transaction-related costs are specific deal-related costs such as legal fees, financial and tax due diligence, consulting and escrow fees. Other non-recurring or unusual costs are expenses such as impairment charges, (gains) losses from divestitures, system implementation costs, executive separation costs, severance expense related to planned restructuring activities, and costs associated with integration and transformation improvements. Transaction-related and other non-recurring or unusual costs are excluded as they are not representative of our underlying operating performance. Adjusted EBITDA should be viewed as a measure of operating performance that is a supplement to, and not a substitute for, operating income or loss, net earnings or loss and other U.S. GAAP measures of income (loss).

Current wording

Adjusted EBITDA is calculated as net income (loss) adjusted to exclude interest and other expense, net, income tax expense (benefit), depreciation and amortization, other amortization, stock-based compensation, and transaction-related and other non-recurring or unusual costs. Other amortization includes amortization for capitalized contract acquisition costs. Transaction-related costs are specific deal-related costs such as legal fees, financial and tax due diligence, consulting and escrow fees. Other non-recurring or unusual costs are expenses such as impairment charges, (gains) losses from divestitures, system implementation costs including amortization of cloud-based software implementation costs, executive separation costs, severance expense related to planned restructuring activities, and costs associated with integration and transformation improvements. Transaction-related and other non-recurring or unusual costs are excluded as they are not representative of our underlying operating performance. Adjusted EBITDA should be viewed as a measure of operating performance that is a supplement to, and not a substitute for, operating income or loss, net earnings or loss and other U.S. GAAP measures of income (loss).

Previous wording

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 three and six months ended June 30, 2025, revenue from subscription and transaction fees increased 5.3% and 4.3%, respectively, compared to the prior year periods.

Current wording

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 three and nine months ended September 30, 2025, revenue from subscription and transaction fees increased 4.3% and 4.3%, respectively, compared to the prior year periods.

Previous wording

Loss on held for sale represents the measurement of a disposal group at the lower of its carrying value or fair value less cost to sell in the period the held for sale criteria are met, and subsequent remeasurement each reporting period the disposal group remains classified as held for sale. Impairments include a goodwill impairment charge representing the allocated goodwill and a loss on disposition from the sale of North American Fitness, representing the difference between the consideration received and the net carrying amount of the assets sold and transaction costs during the three months ended March 31, 2024 (see Note 4. Fitness Solutions Disposition in this Quarterly Report on Form 10-Q). Impairments also include operating lease impairments related to the Company’s decision to cease use of certain leased premises and sublease certain facilities.

Current wording

Loss on held for sale represents the measurement of a disposal group at the lower of its carrying value or fair value less cost to sell in the period the held for sale criteria are met, and subsequent remeasurement each reporting period the disposal group remains classified as held for sale. Impairments include a goodwill impairment charge representing the allocated goodwill and a loss on disposition from the sale of North American Fitness, representing the difference between the consideration received and the net carrying amount of the assets sold and transaction costs during the three months ended March 31, 2024 (see Note 4. Acquisitions and Dispositions in this Quarterly Report on Form 10-Q). Impairments also include operating lease impairments related to the Company’s decision to cease use of certain leased premises and sublease certain facilities.

Previous wording

Comparison of the three and six months ended June 30, 2025 and 2024

Current wording

Comparison of the three and nine months ended September 30, 2025 and 2024

Previous wording

Comparison of the three and six months ended June 30, 2025 and 2024 (percentage of revenue)

Current wording

Comparison of the three and nine months ended September 30, 2025 and 2024 (percentage of revenue)

Previous wording

The following table provides the key components of operating costs within our results of operations as a percentage of revenue for the three and six months ended June 30, 2025 compared to the same period in 2024.

Current wording

The following table provides the key components of operating costs within our results of operations as a percentage of revenue for the three and nine months ended September 30, 2025 compared to the same period in 2024.

Previous wording

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. As a percentage of revenue, cost of revenues declined from 22.7% for the six months ended June 30, 2024, to 22.2% for the six months ended June 30, 2025, an improvement of approximately 60 basis points resulting in higher gross margin. As a percentage of revenue, the combination of cost of revenue, sales and marketing, product development and general and administrative costs declined from 79.9% for the six months ended June 30, 2024 as compared to 78.0% for the six months ended June 30, 2025, an improvement of 190 basis points. A discussion on primary drivers of cost reductions resulting in improved margin follows in the subsequent sections.

Current wording

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. As a percentage of revenue, the combination of cost of revenue, sales and marketing, product development and general and administrative costs declined from 79.4% for the nine months ended September 30, 2024 as compared to 78.0% for the nine months ended September 30, 2025, an improvement of 140 basis points. A discussion on primary drivers of cost reductions resulting in improved margin follows in the subsequent sections.

Previous wording

Revenues increased $7.5 million, or 5.3%, and $11.9 million, or 4.3%, for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024. Revenue from subscription and transaction fees increased 5.3% and 4.3% and other revenue increased 6.9% and 3.9% during the three and six months ended June 30, 2025, respectively, as compared to the prior year periods. The majority of our revenue growth is attributable to the successful delivery of system of action capabilities to our SMBs in our verticals of home services, health and wellness. The subscription and transaction fees revenue increase consists primarily of increases from (a) business management software and (b) billing and payment solutions. Business management software revenues drove a $5.8 million and $9.8 million increase in subscription and transaction fees revenue for the three and six months ended June 30, 2025, respectively, due to an expansion in take rate and number of customers, and certain price increases across our portfolio. Billing and payment solutions revenues drove an increase of $1.3 million and $1.7 million during the three and six months ended June 30, 2025, respectively. The increase in the three-month period was primarily due to higher transaction volumes processed through our payment platforms, partially offset by lower revenue due to the Fitness Solutions divestiture. Subscription and transaction fees revenue also includes pre-divestiture revenue from Fitness Solutions of $2.7 million and $8.0 million for the three and six months ended June 30, 2024, respectively, (see Note 4. Fitness Solutions Disposition in this Quarterly Report on Form 10-Q). Other revenues increased $0.3 million and $0.4 million during the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024, primarily driven by higher revenues related to project implementation and customer development services.

Current wording

Revenues increased $7.4 million, or 5.3%, and $19.3 million, or 4.6%, for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in 2024. Revenue from subscription and transaction fees increased 4.3% and 4.3% and other revenue increased 37.4% and 13.7% during the three and nine months ended September 30, 2025, respectively, as compared to the prior year periods. The majority of our revenue growth is attributable to the successful delivery of system of action capabilities to our SMBs in our verticals of home services, health and wellness. The subscription and transaction fees revenue increase consists primarily of increases from (a) business management software (b) billing and payment solutions, partially offset by a decrease in (c) revenues associated with our share of rebates from suppliers generated through group purchase programs. Business management software revenues drove a $5.7 million and $15.3 million increase in subscription and transaction fees revenue for the three and nine months ended September 30, 2025, respectively, due to an expansion in take rate and number of customers, and certain price increases across our portfolio. Billing and payment solutions revenues drove an increase of $1.8 million and $3.4 million during the three and nine months ended September 30, 2025, respectively, primarily due to higher transaction volumes processed through our payment platforms, partially offset by lower revenue due to the Fitness Solutions divestiture. Revenues associated with our share of rebates from suppliers generated through group purchasing programs, which is more closely connected to macro-economic impacts than our core business management software, declined by $1.6 million and $1.2 million during the three and nine months ended September 30, 2025, respectively. Subscription and transaction fees revenue also includes pre-divestiture revenue from Fitness Solutions of $8.0 million during the nine months ended September 30, 2024 and immaterial post-acquisition revenue from ZyraTalk for the nine months ended September 30, 2025 (see Note 4. Acquisitions and Dispositions in this Quarterly Report on Form 10-Q). Other revenues increased $1.4 million and $1.8 million during the three and nine months ended September 30, 2025, respectively, as compared to the same periods in 2024, primarily driven by higher revenues related to project implementation and customer development services.

Previous wording

Cost of revenues increased by $1.8 million, or 5.8%, and $1.5 million, or 2.4%, for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024. The increase for the three-month period was primarily comprised of an additional $0.9 million in communication services expenses, a $0.5 million increase in software hosting expenses, a $0.4 million increase in personnel and compensation expense, $0.3 million increase in application programming interface fees, $0.3 million increase in software and tools, and a $0.2 million increase in outsourced services, partially offset by a $0.7 million decrease in clearinghouse fees. The increase for the six-month period was driven primarily by an additional $1.1 million in communication services expenses, a $0.6 million increase in outsourced services, a $0.5 million increase in software hosting expenses, $0.5 million increase in application programming interface fees, and a $0.4 million increase in software and tools, partially offset by a $1.7 million decrease in clearinghouse fees.

Current wording

Cost of revenues increased by $2.9 million, or 9.3%, and $4.4 million, or 4.7%, for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in 2024. The increase for the three-month period was primarily comprised of an additional $1.1 million in communication services expenses, a $0.8 million increase in personnel and compensation expense, a $0.4 million increase in software hosting expenses, $0.2 million increase in application programming interface fees, and $0.2 million increase in campaign mail expense. The increase for the nine-month period was driven primarily by an additional $2.1 million in communication services expenses, $1.0 million in software hosting expenses, $0.7 million in application programming interface fees, $0.6 million in outsourced services, $0.5 million in software and tools, $0.5 million in campaign mail and advertising expenses, $0.3 million in credit card processing fees, and $0.4 million in personnel and compensation expenses, partially offset by a $2.0 million decrease in clearinghouse fees.

Previous wording

Sales and marketing expenses increased by $1.7 million, or 5.7%, and $2.9 million, or 5.1%, for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024. The increase for the three-month period was driven primarily by an additional $1.6 million in personnel and compensation expenses, $0.6 million in consulting and outsourced services, and $0.3 million in advertising expense, partially offset by a $0.5 million decrease in volume from third-party channels, and a $0.3 million decrease in software and tools. The increase for the six-month period was driven primarily by an additional $1.9 million in personnel and compensation expenses, $0.8 million in advertising expense, and $0.7 million in consulting and outsourced services, partially offset by a $0.5 million decrease in volume from third-party channels, and a $0.3 million decrease in software and tools.

Current wording

Sales and marketing expenses decreased by $2.0 million, or 7.1%, and increased $0.9 million, or 1.0%, for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in 2024. The decrease for the three-month period was driven primarily by a $1.7 million decrease in advertising expense, a $0.6 million decrease in volume from third-party channels, a $0.3 million decrease in professional fees, and a $0.2 million decrease in software and tools, partially offset by an additional $0.8 million in personnel and compensation expenses. The increase for the nine-month period was driven primarily by an additional $2.7 million in personnel and compensation expenses and $0.9 million in consulting and outsourced services, partially offset by a $1.2 million decrease in volume from third-party channels, $0.9 million reduction in advertising expense, and a $0.5 million decrease in software and tools.

Previous wording

Product development expenses increased by $0.3 million, or 1.4%, and $0.9 million, or 2.4%, for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024. Product developments expenses were relatively consistent in the three-month period as compared to the prior year period and declined as a percentage of revenue by 50 basis points. The increase in the six-month period was driven primarily by an additional $2.5 million in outsourced services and $0.3 million in software and tools, partially offset by a $1.8 million reduction in personnel and compensation expenses.

Current wording

Product development expenses increased by $0.3 million, or 1.3%, and $1.2 million, or 2.0%, for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in 2024. Product developments expenses were relatively consistent in the three-month period as compared to the prior year period and declined as a percentage of revenue by 50 basis points. The increase in the nine-month period was driven primarily by an additional $2.7 million in outsourced services and $0.8 million in software and tools, partially offset by a $2.3 million reduction in personnel and compensation expenses.

Previous wording

Depreciation and amortization expenses decreased by $3.3 million, or 16.6%, and $7.4 million, or 18.3%, for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024. The decrease for the three and six-month periods were driven by $3.3 million and $7.1 million in lower intangible assets’ amortization, respectively, due to the reduced rate of replacement assets resulting from a reduction in the number of business acquisitions compared to prior periods.

Current wording

Depreciation and amortization expenses decreased by $3.2 million, or 16.0%, and $10.6 million, or 17.5%, for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in 2024. The decrease for the three and nine-month periods were driven by lower intangible assets’ amortization due to the reduced rate of replacement assets resulting from a reduction in the number of business acquisitions compared to prior periods.

Previous wording

During the six months ended June 30, 2025, we recorded a $0.1 million working capital adjustment related to the disposal of Fitness Solutions. In March 2024, we entered into definitive sale and purchase agreements to sell our Fitness Solutions (see Note 4. Fitness Solutions Disposition in this Quarterly Report on Form 10-Q). The North American Fitness transaction resulted in a loss on disposal of $0.2 million and $5.0 million during the three and six months ended June 30, 2024, respectively, and a goodwill impairment charge of $3.4 million representing allocated goodwill during the three months ended March 31, 2024. Additionally, we recognized a loss on held for sale of $0.3 million and $2.9 million during the three and six months ended June 30, 2024, respectively, which represents the measurement of the UK Fitness disposal group at fair value less costs to sell. The six months ended June 30, 2024 included right-of-use lease asset impairments charges of $0.4 million.

Current wording

In March 2024, we entered into definitive sale and purchase agreements to sell our Fitness Solutions (see Note 4. Acquisitions and Dispositions in this Quarterly Report on Form 10-Q). During the nine months ended September 30, 2025, we recorded a $0.1 million working capital adjustment related to the disposal of Fitness Solutions. During the three and nine months ended September 30, 2024, we recognized losses of $0.1 million and $5.0 million, respectively, related to the sale of Fitness Solutions. During the nine months ended September 30, 2024, we recognized a goodwill impairment charge of $6.4 million representing allocated goodwill to Fitness Solutions, and right-of-use lease asset impairment charges of $0.4 million.

Previous wording

Interest and other expense, net, decreased by $0.8 million, or 7.9%, and increased $6.2 million, or 40.5%, for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024, with the changes primarily driven by volatility of interest rates and foreign currency. The decrease for the three-month period was driven primarily by a $1.8 million unrealized foreign currency gain, a $3.6 million decrease in interest expense, and a $0.4 million increase in interest income. The decreases were partially offset by an unrealized loss of $2.1 million on interest rate swaps recorded during the three months ended June 30, 2025 as compared to an unrealized gain of $1.0 million in the comparative period. The increase for the six-month period was driven primarily by an unrealized loss of $6.0 million on interest rate swaps recorded during the six months ended June 30, 2025 as compared to an unrealized gain of $5.8 million in the comparative period. The increase was partially offset by a $3.6 million decrease in interest expense, a $1.2 million unrealized foreign currency gain, and a $0.8 million increase in interest income. The decline in interest expense in the three and six-month periods is a result of lower variable base interest rates on the Company’s Credit Facilities (as defined below), the amendment to the Term Loan (as defined below) in the fourth quarter 2024 resulting in a reduction in margin and the removal of the credit spread adjustment, and the swap executed in the third quarter 2024 to covert $125 million of the floating rate component of our Term Loan to a fixed rate (see Note 11. Long-Term Debt in this Quarterly report on Form 10-Q).

Current wording

Interest and other expense, net, decreased by $9.4 million, or 51.4%, and decreased $3.2 million, or 9.6%, for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in 2024, with the changes primarily driven by volatility of interest rates and foreign currency. The decrease for the three-month period was driven primarily by a decrease in unrealized loss on interest rate swaps of $8.1 million and a $2.1 million decrease in interest expense, partially offset by a $0.6 million unfavorable change in unrealized foreign currency gain (loss). The decrease for the nine-month period was driven primarily by a $5.7 million decrease in interest expense, a $0.7 million increase in interest income and a $0.5 million increase in unrealized foreign currency gain, partially offset by an increase in unrealized loss on interest rate swaps of $3.8 million. The decline in interest expense in both the three and nine-month periods is a result of lower variable base interest rates on the Company’s Credit Facilities (as defined below), the amendment to the Term Loan (as defined below) in the fourth quarter 2024 and third quarter 2025 resulting in a reduction in margin and the removal of the credit spread adjustment, and the swap executed in the third quarter 2024 to covert $125.0 million of the floating rate component of our Term Loan to a fixed rate (see Note 11. Long-Term Debt in this Quarterly report on Form 10-Q).

Previous wording

Income tax expense increased by $0.5 million and decreased by $4.9 million for the three and six months ended June 30, 2025, respectively, as compared to the corresponding periods in 2024, with the change driven primarily by an increase in net income from continuing operations and discrete items, including the sale of North American Fitness during the six months ended June 30, 2024.

Current wording

Income tax expense increased by $0.3 million and decreased by $4.6 million for the three and nine months ended September 30, 2025, respectively, as compared to the corresponding periods in 2024, with the change driven primarily by an increase in net income from continuing operations before tax and discrete items, including the sale of Fitness Solutions during the nine months ended September 30, 2024.

Previous wording

Income from discontinued operations, net of income tax was income of $2.4 million during the three months ended June 30, 2025 compared to a loss of $0.8 million during the three months ended June 30, 2024. Loss from discontinued operations increased $5.2 million during the six months ended June 30, 2025, as compared to the same period in 2024. Discontinued operations for all periods presented consists of the operating results of marketing technology solutions. The increase in income from discontinued operations in the three-month period was due primarily to the discontinuation of depreciation and amortization upon classification of assets as held for sale. The increase in loss from discontinued operations during the six-month period was due to an impairment charge of $9.0 million, comprised of a goodwill impairment charge of $6.9 million and a valuation allowance of $2.2 million to adjust the marketing technology disposal group to estimated fair value less cost to sell. We did not have similar expenses during the six months ended June 30, 2024, (see Note 3. Discontinued Operations in this Quarterly Report on Form 10-Q). This was partially offset by the discontinuation of depreciation and amortization upon classification of assets as held for sale.

Current wording

Income (loss) from discontinued operations, net of income tax was income of $5.4 million during the three months ended September 30, 2025 compared to an immaterial loss during the three months ended September 30, 2024. Loss from discontinued operations decreased $0.2 million during the nine months ended September 30, 2025, as compared to the same period in 2024. Discontinued operations for all periods presented consists of the operating results of marketing technology solutions. The increase in income from discontinued operations in the three-month period was due primarily to the discontinuation of depreciation and amortization upon classification of assets as held for sale, and a decrease in valuation allowance of $2.1 million to adjust the marketing technology disposal group to estimated fair value less cost to sell. The increase in loss from discontinued operations during the nine-month period was due to an impairment charge of $9.0 million, comprised of a goodwill impairment charge of $6.9 million. We did not have similar expenses during the nine months ended September 30, 2024, (see Note 3. Discontinued Operations in this Quarterly Report on Form 10-Q). This was partially offset by the discontinuation of depreciation and amortization upon classification of assets as held for sale.

Previous wording

As of June 30, 2025, we had cash, cash equivalents and restricted cash of $151.1 million, $155.0 million of available borrowing capacity under our Revolver (as defined below) and $529.4 million outstanding under our Term Loan. We believe that our existing cash, cash equivalents and restricted cash, availability under our Credit Facilities, and our cash flows from operations will be sufficient to fund our working capital requirements and planned capital expenditures, and to service our debt obligations for at least the next twelve months. However, our future working capital requirements will depend on many factors, including our rate of revenue growth, the timing and size of future acquisitions, and the timing of introductions of new products and services. If needed, additional funds may not be available on terms favorable to us, or at all. If we are unable to raise additional funds when desired, our business, financial condition and results of operations could be adversely affected. See Part II, Item 1A. “Risk Factors.”

Current wording

As of September 30, 2025, we had cash, cash equivalents and restricted cash, including cash and restricted cash classified as held for sale, of $107.3 million, $155.0 million of available borrowing capacity under our Revolver (as defined below) and $528.0 million outstanding under our Term Loan. We believe that our existing cash, cash equivalents and restricted cash, availability under our Credit Facilities, and our cash flows from operations will be sufficient to fund our working capital requirements and planned capital expenditures, and to service our debt obligations for at least the next twelve months. However, our future working capital requirements will depend on many factors, including our rate of revenue growth, the timing and size of future acquisitions, and the timing of introductions of new products and services. If needed, additional funds may not be available on terms favorable to us, or at all. If we are unable to raise additional funds when desired, our business, financial condition and results of operations could be adversely affected. See Part II, Item 1A. “Risk Factors.”

Previous wording

Net cash provided by operating activities was $57.7 million for the six months ended June 30, 2025, compared to $37.2 million for the six months ended June 30, 2024. Changes in net cash provided by operating activities resulted primarily from cash received from net sales within our subscription and transaction fees and marketing technology solutions. 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.

Current wording

Net cash provided by operating activities was $90.2 million for the nine months ended September 30, 2025, compared to $64.8 million for the nine months ended September 30, 2024. Changes in net cash provided by operating activities resulted primarily from cash received from net sales within our subscription and transaction fees and marketing technology solutions. 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.

Previous wording

The increase in cash provided by operating activities for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was primarily due to lower costs as a result of our transformation and optimization initiatives comprised of a reduction in general overhead expenses, including personnel expenses, to support our business of $8.2 million, lower costs directly related to the delivery of our services and products of $3.9 million, lower interest payments of $3.5 million, higher cash collections from our subscription and transaction fees, which includes revenues from payment processing, of approximately $3.4 million, lower taxes paid of $0.6 million, and higher interest income of $0.8 million.

Current wording

The increase in cash provided by operating activities for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily due to lower costs as a result of our transformation and optimization initiatives comprised of lower costs directly related to the delivery of our services and products of $8.7 million, higher cash collections from our subscription and transaction fees, which includes revenues from payment processing, of approximately $7.5 million, lower interest payments of $5.8 million, a reduction in general overhead expenses, including personnel expenses, to support our business of $1.8 million, lower taxes paid of $0.8 million, and higher interest income of $0.8 million.

Previous wording

During the six months ended June 30, 2025, net cash used in investing activities of $13.7 million related primarily to costs to develop software of $12.7 million and $1.0 million for purchases of property and equipment.

Current wording

During the nine months ended September 30, 2025, net cash used in investing activities of $56.5 million was related primarily to the acquisition of ZyraTalk, net of cash acquired, for approximately $35.9 million, costs to develop software of $20.9 million, proceeds from the disposition of Fitness Solutions held in escrow of $2.3 million, and $1.9 million for purchases of property and equipment.

Previous wording

During the six months ended June 30, 2024, net cash used in investing activities of $8.5 million was related primarily to costs to develop software of $8.7 million and $1.0 million for purchases of property and equipment, partially offset by proceeds from the sale of North American Fitness, net of transaction costs, cash and restricted cash sold for approximately $1.2 million.

Current wording

During the nine months ended September 30, 2024, net cash used in investing activities of $7.7 million was related primarily to costs to develop software of $13.1 million and $1.2 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.

Previous wording

During the six months ended June 30, 2024, net cash used in financing activities of $34.2 million was related primarily to the repurchase and retirement of shares of our common stock of $36.0 million.

Current wording

During the nine months ended September 30, 2025, net cash used in financing activities of $62.3 million was related primarily to the repurchase and retirement of shares of our common stock of $60.5 million.

Previous wording

During the six months ended June 30, 2025, net cash used in financing activities of $29.6 million related primarily to the repurchase and retirement of shares of our common stock of $31.6 million.

Current wording

During the nine months ended September 30, 2024, net cash used in financing activities of $51.3 million was related primarily to the repurchase and retirement of shares of our common stock of $50.6 million.

Previous wording

We are party to a credit agreement, as amended, that, as of June 30, 2025 provided for one term loan for an aggregate principal amount of $533.5 million (the “Term Loan”), a revolver with a capacity of $155.0 million (the “Revolver”) and a sub-limit of the Revolver available for letters of credit up to an aggregate face amount of $20.0 million. These debt arrangements are collectively referred to herein as the “Credit Facilities”.

Current wording

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 (the “Revolver”) and a sub-limit of the Revolver available for letters of credit up to an aggregate face amount of $20.0 million. These debt arrangements are collectively referred to herein as the “Credit Facilities”.

Previous wording

On December 13, 2024, the Company entered into an amendment (the “Amendment”) to the Credit Facilities to reduce the applicable margin and remove the credit spread adjustment from the existing Term Loan in their entirety in an aggregate principal amount of $533.5 million. Following the Amendment, the Term Loan bears interest, at the borrower’s election, at (x) a forward-looking term rate based upon SOFR plus an applicable margin of 2.50%, with a minimum forward-looking SOFR rate 0.50% or (y) ABR plus an applicable margin of 1.50%, with a minimum ABR of 1.50%, in each case, with no step-downs. The credit spread adjustment was removed in connection with the Amendment. The refinanced Term Loan priced at par and refinanced all of the existing term loans outstanding under the Credit Agreement immediately prior to giving effect to the Amendment.

Current wording

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 their entirety in an aggregate principal amount of $533.5 million. Following the 2024 Amendment, the Term Loan bears interest, at the borrower’s election, at (x) a forward-looking term rate based upon the secured overnight financing rate (“SOFR”) plus an applicable margin of 2.50%, with a minimum forward-looking SOFR rate 0.50% or (y) Alternative Base Rate (“ABR”) plus an applicable margin of 1.50%, with a minimum ABR of 1.50%, in each case, with no step-downs. The credit spread adjustment was removed in connection with the 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.

Previous wording

On July 29, 2025, the Company entered into an amendment to the Credit Facilities (the “2025 Amendment”) to, among other things, refinance the existing Term Loan in an aggregate principal amount of $529.4 million. The 2025 Amendment, among other things, (i) extends the maturity date of the Term Loan to July 6, 2031, and (ii) reduces the applicable margin by 25 basis points with respect to all term loans. The Term Loan bears interest, at the Borrower’s election, at (x) Term SOFR (as defined in the Credit Agreement) plus an applicable margin of 2.25%, with a minimum Term SOFR rate of 0.50% or (y) Alternate Base Rate (as defined in the Credit Agreement) plus an applicable margin of 1.25%, with a minimum Alternate Base Rate of 1.50%, in each case, with no step-downs. The refinanced Term Loan priced at par and refinanced the existing term loan outstanding under the Credit Agreement immediately prior to giving effect to the 2025 Amendment.

Current wording

On July 29, 2025, the Company entered into an amendment to the Credit Facilities (the “2025 Amendment”) to, among other things, refinance the existing Term Loan in an aggregate principal amount of $529.4 million. The 2025 Amendment, among other things, (i) extends the maturity date of the Term Loan to July 6, 2031, and (ii) reduces the applicable margin by 25 basis points with respect to all term loans. The Term Loan bears interest, at the Borrower’s election, at (x) Term SOFR (as defined in the Credit Agreement) plus an applicable margin of 2.25%, with a minimum Term SOFR rate of 0.50% or (y) ABR (as defined in the Credit Agreement) plus an applicable margin of 1.25%, with a minimum Alternate Base Rate of 1.50%, in each case, with no step-downs. The refinanced Term Loan priced at par and refinanced the existing term loan outstanding under the Credit Agreement immediately prior to giving effect to the 2025 Amendment.

Previous wording

As of June 30, 2025, there was $529.4 million outstanding under our Credit Facilities, all of which was related to the Term Loan as no amounts were outstanding under the Revolver. The effective interest rate on the Term Loan was approximately 7.17% for the three months ended June 30, 2025, excluding the effect of any interest rate swap agreements.

Current wording

As of September 30, 2025, there was $528.0 million outstanding under our Credit Facilities, all of which was related to the Term Loan as no amounts were outstanding under the Revolver. The effective interest rate on the Term Loan was approximately 6.95% for the three months ended September 30, 2025, excluding the effect of any interest rate swap agreements.

Previous wording

On June 14, 2022, our Board of Directors approved the stock repurchase program (as subsequently amended, the “Repurchase Program”) with authorization to purchase up to $50.0 million in shares of the Company’s common stock through the expiration of the program on December 21, 2022. On November 7, 2022, November 5, 2023, May 21, 2024, and May 1, 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 $250.0 million in shares of the Company’s common stock, and extended the expiration of the Repurchase Program most recently through December 31, 2026. Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs. The Repurchase Program does not obligate the Company to acquire any particular amount of common stock and may be modified, suspended or terminated at any time at the discretion of the Board. The Company expects to fund repurchases with existing cash on hand.

Current wording

On June 14, 2022, our Board of Directors approved the stock repurchase program (as subsequently amended, the “Repurchase Program”) with authorization to purchase up to $50.0 million in shares of the Company’s common stock through the expiration of the program on December 21, 2022. On November 7, 2022, November 5, 2023, May 21, 2024, May 1, 2025, and November 4, 2025 our Board increased the authorization of the Repurchase Program by an additional $50.0 million in shares of the Company’s common stock on each date for a total authorization to repurchase up to $300.0 million in shares of the Company’s common stock through December 31, 2026. Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs. The Repurchase Program does not obligate the Company to acquire any particular amount of common stock and may be modified, suspended or terminated at any time at the discretion of the Board. The Company expects to fund repurchases with existing cash on hand.

Previous wording

The Company repurchased and retired 2.0 million and 3.1 million shares of common stock for approximately $20.6 million and $31.8 million, including transaction fees and taxes, during the three and six months ended June 30, 2025, respectively. As of June 30, 2025, $51.1 million remained available under the Repurchase Program.

Current wording

The Company repurchased and retired 2.6 million and 5.7 million shares of common stock for approximately $29.1 million and $60.9 million, including transaction fees and taxes, during the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, $22.3 million remained available under the Repurchase Program.

Previous wording

There have been no material changes to our contractual obligations as of June 30, 2025 from those disclosed in our Annual Report on Form 10-K.

Current wording

There have been no material changes to our contractual obligations as of September 30, 2025 from those disclosed in our Annual Report on Form 10-K, other than the above changes with respect to our Credit Facilities.

Previous wording

Our critical accounting policies are described in Part II, Item 7.“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Annual Report on Form 10-K. During the six months ended June 30, 2025, there were no material changes to our critical accounting policies from those discussed in our Annual Report on Form 10-K.

Current wording

Our critical accounting policies are described in Part II, Item 7.“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Annual Report on Form 10-K. During the nine months ended September 30, 2025, there were no material changes to our critical accounting policies from those discussed in our Annual Report on Form 10-K.