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EverCommerce Inc.

For the period ended Dec 31, 2025. Filed Mar 12, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 12, 2026

EVCM$7.04-13.3%Stored close · as of Nov 10, 2026

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Item 9A. Controls and Procedures

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of December 31, 2025, our disclosure controls and procedures were not effective as a result of the material weakness in our internal control over financial reporting described below.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act.

Under the supervision of and with the participation of our principal executive officer and principal financial officer, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and the Company’s overall control environment. Based on this assessment, management concluded that our internal control over financial reporting was not effective as of December 31, 2025 due to the existence of the material weakness described below. The material weakness did not result in any identified material misstatements in the current period consolidated financial statements, nor in any of the consolidated financial statements previously reported by us, and there were no changes in previously released financial results.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The scope of our management’s assessment of the effectiveness of internal control over financial reporting includes all of our Company’s consolidated operations.

In connection with the preparation of the financial statements for this Annual Report on Form 10-K, we identified a material weakness, as previously disclosed in our Annual Reports on Form 10-K for the years ended December 31, 2023 and December 31, 2024, that has not been remediated as of December 31, 2025 related to the lack of properly designed controls over certain of our order to cash revenue accounting processes. Specifically, adequate controls are not in place primarily as a result of (a) the lack of full system integration for certain of our order to cash systems and (b) control deficiencies within the manual controls designed to mitigate that risk.

Our independent registered public accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act.

Remediation Efforts to Address Material Weakness

The material weakness identified above relates to the design and operation of controls over certain order to cash revenue accounting processes, driven primarily by incomplete system integration across certain legacy platforms and deficiencies in the design and execution of certain manual controls intended to mitigate revenue recognition risks within the order to cash process. As of December 31, 2025, this material weakness has not been remediated; however, management has made progress toward remediation.

During fiscal year 2025, management executed a variety of remediation activities across several product offerings. These efforts included (i) implementing integrated software solutions within the customer order to billing process for select product offerings, (ii) expanding finance, information technology, and operational resources with personnel experienced in internal control environments and U.S. GAAP, (iii) designing and implementing additional automated and manual controls within the order to cash cycle for certain product offerings, and (iv) providing targeted training to personnel responsible for executing and reviewing these controls.

II-58

The Company continues to operate a partially disaggregated technology environment due to historical acquisitions, and the full integration of systems supporting customer order to billing processes remains ongoing. Management’s ongoing remediation plan includes continuing the phased rollout of integrated systems across additional product offerings, further enhancements to manual control design where system integration is not yet complete, and continued evaluation and testing of the operating effectiveness of controls within the order to cash process. The material weakness will not be considered remediated until these controls are fully implemented and have operated effectively for a sufficient period of time.

Changes in Internal Control Over Financial Reporting

Other than as described above with respect to our remediation efforts to address the material weakness, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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