EverCommerce Inc.

Previous wording

EverCommerce is a leading provider of integrated, vertically-tailored software-as-a-service (“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. As of December 31, 2024, we served more than 740,000 customers primarily across three core verticals: EverPro for Home Services; EverHealth for Health Services; and EverWell for Wellness Services. Excluding the customers associated with marketing technology solutions, which we anticipate selling in the year ending December 31, 2025, we served more than 725,000 customers (see Note 3. Discontinued Operations in this Quarterly Report on Form 10-Q). Within our core verticals, our customers operate within numerous micro-verticals, ranging from home service professionals, such as home improvement contractors and home maintenance technicians, to physician practices and therapists within Health Services, to salon owners within Wellness. Our platform provides vertically-tailored SaaS solutions that address service SMBs’ increasingly specialized demands, as well as highly complementary solutions that provide fully-integrated offerings, allowing service SMBs and EverCommerce to succeed in the market, and provide end consumers more convenient service experiences.

Current wording

EverCommerce is a leading AI-powered platform provider of integrated, vertically-tailored software-as-a-service (“SaaS”) solutions that help service-based small- and medium-sized businesses (“service SMBs”) run smarter and grow faster. Our platform spans across the full lifecycle of interactions between consumers and service professionals with vertical-specific applications. As of December 31, 2025, we empowered more than 745,000 customers worldwide across three core verticals: EverPro for Home Services; EverHealth for Health Services; and EverWell for Wellness Services. Within our core verticals, our customers operate within numerous micro-verticals, ranging from home service professionals, such as home improvement contractors and home maintenance technicians, to physician practices and therapists within Health Services, to salon owners within Wellness. Our platform provides vertically-tailored SaaS solutions that address service SMBs’ increasingly specialized demands, as well as highly complementary solutions that provide fully-integrated offerings, allowing service SMBs and EverCommerce to succeed in the market, and provide end consumers more convenient service experiences.

Previous wording

•Business Management Software: Our vertically-tailored Business Management Software is the system of action at the center of a service business’s operation, and is typically the point-of-entry and first solution adopted by a customer. 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 focus on growing their customers, improving their services and driving more efficient operations.

Current wording

•Business Management Software: Our vertically-tailored Business Management Software is the system of action at the center of a service business’s operation, and is typically the point-of-entry and first solution adopted by a customer. 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 customer base.

Previous wording

•Customer Experience Solutions: Our Customer Experience Solutions modernize how businesses engage and interact with customers by leveraging innovative, bespoke customer listening and communication solutions to improve the customer experience and increase retention. Our software provides customer listening capabilities with real-time customer surveying and analysis to allow standalone businesses and multi-location brands to receive voice of the customer insights and manage the customer experience lifecycle. These applications include: customer health scoring, customer support systems, real-time alerts, Net Promoter Score-based customer feedback collection, review generation and automation, reputation management, customer satisfaction surveying and a digital communication suite, among others. These tools help our customers gain actionable insights, increase customer loyalty and repeat purchases and improve customer experiences.

Current wording

•Customer Experience Solutions: Our Customer Experience Solutions modernize how businesses engage and interact with customers by leveraging innovative, bespoke customer listening and communication solutions to improve the customer experience and increase retention. Our software provides customer listening capabilities with real-time customer surveying and analysis to allow standalone businesses and multi-location brands to receive VoC insights and manage the customer experience lifecycle. These applications include: customer health scoring, customer support systems, real-time alerts, 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 (as defined above) provides virtual assistant capabilities with an agentic automation platform. 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.

Previous wording

We go to market with suites of solutions that are aligned to our three core verticals. Within each suite, our Business Management Software – the system of action at the center of a service business’ operation – is typically the first solution adopted by a customer. 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 results in a self-reinforcing flywheel effect, enabling us to drive value for our customers and, in turn, improve customer stickiness, increase our market share and fuel our growth.

Current wording

We go to market with suites of solutions that are aligned to our three core verticals. Within each suite, our Business Management Software – the system of action at the center of a service business’ operation – is typically the first solution adopted by a customer. 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 results in a self-reinforcing flywheel effect, enabling us to drive value for our customers and, in turn, fuel growth, improve customer stickiness, and increase our market share.

Previous wording

Other: Revenue includes (i) consulting, implementation, training and other professional services; (ii) revenue from various business development partnerships; (iii) event income; and (iv) hardware sales related to our business management or payment software solutions.

Current wording

•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.

Previous 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.

Current wording

Our business benefits from attractive unit economics. Approximately 96% of our revenue was recurring or re-occurring in both the three months ended March 31, 2026 and 2025, and we maintained an annualized net revenue retention rate of approximately 95% and 97% for the quarters ended March 31, 2026 and 2025, respectively. Our annualized pro forma net revenue retention rate was equal to the annualized net revenue retention rate for the quarters ended March 31, 2026 and 2025, respectively, as the acquisitions and dispositions closed during the prior period were not material to our prior period unaudited condensed consolidated results on a pro forma 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

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, trade restrictions and conflict, terrorism, pandemics or health crises, rising inflation, fluctuations in the value of the US Dollar, rising interest rates and supply chain disruptions. These developments have had and may continue to have an adverse effect on our revenues and demand for our products and services, as well as on our costs of doing business. We have taken and will continue to take actions to help mitigate the impact of these economic challenges, but there can be no assurance as to the effectiveness of our efforts going forward.

Current wording

The macroeconomic climate has seen in the recent years, and may continue to see, pressure from global developments such as international geopolitical conflicts, including the war in the Middle East, 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. These developments have had and may continue to have an adverse effect on our revenues and demand for our products and services, as well as on our costs of doing business. We have taken and will continue to take actions to help mitigate the impact of these economic challenges, but there can be no assurance as to the effectiveness of our efforts going forward.

Previous 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.

Current wording

On October 31, 2025, we completed the sale of our marketing technology solutions business to Ignite Visibility for approximately $45.0 million in cash (see Note 3. Acquisition and Disposition in this Quarterly Report on Form 10-Q). We determined that our decision to sell marketing technology solutions met the criteria for classification as discontinued operations. As a result, their operating results are presented as discontinued operations in our unaudited condensed consolidated statements of operations and comprehensive income (loss) for all periods presented through the date of sale. During the three months ended March 31, 2025, we recognized an impairment charge of $9.4 million, comprised of a goodwill impairment charge of $6.9 million and a valuation allowance of $2.6 million to adjust the carrying value of the marketing technology disposal group to estimated fair value less cost to sell, which is included in loss on held for sale and impairments within discontinued operations on our unaudited condensed consolidated statements of operations and comprehensive income (loss).

Previous wording

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 agentic automation platform, for approximately $36.1 million in cash, not inclusive of an additional $6.5 million of contingent consideration to be paid over the next three years related to post-combination employment services. The acquisition helps to establish EverCommerce as an AI-driven innovator, beginning with near-term application in its Home and Field Services vertical, EverPro, and we plan to extend ZyraTalk into broader opportunities across its other verticals (see Note 4. Acquisitions and Dispositions in this Quarterly Report on Form-10-Q).

Current wording

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, for approximately $36.0 million in cash, not inclusive of up to an additional $6.5 million of contingent consideration, which could be paid over the next three years related to post-combination employment services (see Note 3. Acquisition and Disposition in this Quarterly Report on Form 10-Q). The acquisition helps to establish us as an AI-driven innovator, beginning with near-term application in our Home Services vertical, EverPro, and we plan to extend ZyraTalk into broader opportunities across our other verticals.

Previous wording

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. GAAP”), we believe the following key business and non-GAAP financial measures are useful in evaluating and comparing our financial and operational performance over multiple periods, identifying trends affecting our business, formulating business plans and making strategic decisions. Unless otherwise noted, all amounts, percentages and discussions below reflect only the results of operations and financial condition of our continuing operations (see Note 3. Discontinued Operations in this Quarterly Report on Form 10-Q).

Current wording

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. GAAP”), we believe the following key business and non-GAAP financial measures are useful in evaluating and comparing our financial and operational performance over multiple periods, identifying trends affecting our business, formulating business plans and making strategic decisions. The information presented in the following sections within Key Business and Financial Metrics is calculated on the basis of US GAAP results from continuing operations for all periods presented, which excludes discontinued operations, if any.

Previous wording

Our year-over-year Pro Forma Revenue Growth Rate is calculated as though all acquisitions and divestitures completed as of the end of the latest period were completed as of the first day of the prior year period presented. In calculating Pro Forma Revenue Growth Rate, we add the revenue from acquisitions for the reporting periods prior to the date of acquisition (including estimated purchase accounting adjustments) and exclude revenue from divestitures for the reporting periods prior to the date of divestiture, and then calculate our revenue growth rate between the two reported periods. As a result, Pro Forma Revenue Growth Rate includes pro forma revenue from businesses acquired and excludes revenue from businesses divested of during the period, including revenue generated during periods when we did not yet own the acquired businesses and excludes revenue prior to the divestiture of the business. In including such pre-acquisition revenue and excluding pre-divestiture revenue, Pro Forma Revenue Growth Rate allows us to measure the underlying revenue growth of our business as it stands as of the end of the respective period, which we believe provides insight into our then-current operations. Pro Forma Revenue Growth Rate does not represent organic revenue generated by our business as it stood at the beginning of the respective period. Pro Forma Revenue Growth Rates are not necessarily indicative of either future results of operations or actual results that might have been achieved had the acquisitions and divestitures been consummated on the first day of the prior year period presented. We believe that this metric is useful to investors in analyzing our financial and operational performance period over period and evaluating the growth of our business, normalizing for the impact of acquisitions and divestitures. This metric is particularly useful to management due to the number of acquired entities.

Current wording

Our year-over-year Pro Forma Revenue Growth Rate is calculated as though all acquisitions and divestitures completed as of the end of the latest period were closed as of the first day of the prior year period presented. In calculating Pro Forma Revenue Growth Rate, we add the revenue from acquisitions for the reporting periods prior to the date of acquisition (including estimated purchase accounting adjustments) and exclude revenue from divestitures for the reporting periods prior to the date of divestiture, and then calculate our revenue growth rate between the two reported periods. As a result, Pro Forma Revenue Growth Rate includes pro forma revenue from businesses acquired and excludes revenue from businesses divested during the period, including revenue generated during periods when we did not yet own the acquired businesses and excludes revenue prior to the divestiture of the business. In including such pre-acquisition revenue and excluding pre-divestiture revenue, Pro Forma Revenue Growth Rate allows us to measure the underlying revenue growth of our business as it stands as of the end of the respective period, which we believe provides insight into our then-current operations. Pro Forma Revenue Growth Rate does not represent organic revenue generated by our business as it stood at the beginning of the respective period. Pro Forma Revenue Growth Rates are not necessarily indicative of either future results of operations or actual results that might have been achieved had the acquisitions and divestitures been consummated on the first day of the prior year period presented. We believe that this metric is useful to investors in analyzing our financial and operational performance period over period and evaluating the growth of our business, normalizing for the impact of acquisitions and divestitures. This metric is particularly useful to management due to the number of acquired entities.

Previous 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.

Current wording

Our Revenue Growth Rate was 3.6% for the three months ended March 31, 2026. Total revenues include post-acquisition revenue from ZyraTalk, which was acquired September 15, 2025 (see Note 3. Acquisition and Disposition in this Quarterly Report on Form 10-Q), of $0.9 million during the three months ended March 31, 2026. Our Pro Forma Revenue Growth rate was 3.0% for the three months ended March 31, 2026, reflective of the underlying growth in our business as a result of new customers and providing more solutions to existing customers.

Previous wording

The following table presents a reconciliation of net loss from continuing operations, the most directly comparable financial measure calculated in accordance with U.S. GAAP, to Adjusted EBITDA from continuing operations.

Current wording

The following table presents a reconciliation of net income from continuing operations, the most directly comparable financial measure calculated in accordance with U.S. GAAP, to Adjusted EBITDA from continuing operations.

Previous wording

Each of the components of our financial results described below relate to continuing operations other than loss from discontinued operations, net of income tax. For additional information concerning our accounting policies, see Note 2. Summary of Significant Accounting Policies in the notes to the consolidated financial statements included in our Annual Report on Form 10-K.

Current wording

Each of the components of our financial results described below relate to continuing operations. For additional information concerning our accounting policies, see Note 2. Summary of Significant Accounting Policies in the notes to the consolidated financial statements included in our Annual Report on Form 10-K.

Previous wording

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 Experience and Billing & 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 from payment processing fees is recorded net of credit card and ACH processing and interchange charges in the month the services are performed.

Current wording

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 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. Our revenue from payment processing fees is recorded net of credit card and ACH processing and interchange charges in the month the services are performed.

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 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.

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 months ended March 31, 2026, revenue from subscription and transaction fees increased 3.1%, compared to the prior year period.

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. 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.

Current wording

Loss on sale relates to the divestiture of marketing technology solutions. Impairments include goodwill impairment charges and operating lease impairments related to the Company’s decision to cease use of certain leased premises and sublease certain facilities.

Previous wording

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.

Current wording

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, income from the TSA, as well as realized and unrealized gains and losses related to interest rate swap agreements.

Previous wording

U.S. GAAP requires deferred tax assets and liabilities to be recognized for temporary differences between the tax basis and financial reporting basis of assets and liabilities, computed at the expected tax rates for the periods in which the assets or liabilities will be realized, as well as for the expected tax expense of net operating loss and tax credit carryforwards. Income taxes are recognized for the amount of taxes payable by the Company's corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes.

Current wording

U.S. GAAP requires deferred tax assets and liabilities to be recognized for temporary differences between the tax basis and financial reporting basis of assets and liabilities, computed at the expected tax rates for the periods in which the assets or liabilities will be realized, as well as for the expected tax (expense) benefit of net operating loss and tax credit carryforwards. Income taxes are recognized for the amount of taxes payable by the Company's corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes.

Previous wording

The following tables summarize key components of our results of operations for the periods presented. The period-to-period comparisons of our historical results are not necessarily indicative of our results of operations that may be expected in the future. The following comparative information for results of operations for all periods presented have been adjusted to reflect discontinued operations related to marketing technology solutions and includes the operating results of Fitness Solutions for all periods through the applicable date of sale.

Current wording

The following tables summarize key components of our results of operations for the periods presented. 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. The following comparative information for results of operations for all periods presented have been adjusted to reflect discontinued operations related to marketing technology solutions and includes the operating results of Fitness Solutions for all periods through the applicable date of sale.

Previous wording

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

Current wording

Comparison of the three months ended March 31, 2026 and 2025

Previous wording

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

Current wording

Comparison of the three months ended March 31, 2026 and 2025 (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 nine months ended September 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 months ended March 31, 2026 compared to the same period in 2025.

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, 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.

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 increased from 78.1% for the three months ended March 31, 2025 to 81.2% for the three months ended March 31, 2026, an increase of 310 basis points representing targeted investments for future growth inclusive of costs associated with the ZyraTalk acquisition subsequent to the acquisition date. A discussion on primary drivers follows in the subsequent sections.

Previous 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.

Current wording

Revenues increased $5.2 million, or 3.6%, for the three months ended March 31, 2026 as compared to the same period in 2025. Revenue from subscription and transaction fees increased 3.1% and other revenue increased 19.4% during the three months ended March 31, 2026 as compared to the prior year period. 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, primarily associated with our security and alarm products, as well as our EverHealth product portfolio. The subscription and transaction fees revenue increase consists primarily of increases from (a) business management software, partially offset by a decrease in (b) billing and payment solutions and (c) revenues associated with our share of rebates from suppliers generated through group purchase programs. Business management software revenues drove a $5.9 million increase in subscription and transaction fees revenue for the three months ended March 31, 2026 due to an expansion in our number of customers and certain price increases across our portfolio. Billing and payment solutions revenues decreased $0.7 million during the three months ended March 31, 2026 primarily due to a reduction in take rate on slightly higher total payments volume through our payment platforms. 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 $0.8 million during the three months ended March 31, 2026. Subscription and transaction fees revenue also includes $0.9 million of post-acquisition revenue from ZyraTalk for the three months ended March 31, 2026 (see Note 3. Acquisition and Disposition in this Quarterly Report on Form 10-Q). Other revenues increased $0.9 million during the three months ended March 31, 2026 as compared to the same period in 2025, primarily driven by higher revenues related to project implementation and customer development services.

Previous 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.

Current wording

Cost of revenues increased by $1.5 million, or 4.8%, for the three months ended March 31, 2026 as compared to the same period in 2025. The increase for the three-month period was primarily comprised of an additional $1.7 million in software hosting expenses, $0.4 million in application programming interface fees, $0.2 million in software and tools, and $0.2 million in communication services expenses. These increases were partially offset by a $0.7 million decrease in personnel and compensation expenses and a $0.5 million decrease in outsourced services. Cost of revenues includes $0.2 million of post-acquisition expense from ZyraTalk for the three months ended March 31, 2026 (see Note 3. Acquisition and Disposition in this Quarterly Report on Form 10-Q).

Previous 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.

Current wording

Depreciation and amortization expenses decreased by $1.7 million, or 9.9%, for the three months ended March 31, 2026 as compared to the same period in 2025. The decrease was driven primarily by lower intangible assets’ amortization due to the reduced rate of replacement assets resulting from a slowdown in business acquisitions. Specifically, the decrease was driven by $2.4 million in lower intangible assets’ amortization and a decrease of $0.1 million of property and equipment depreciation, partially offset by $0.9 million of additional capitalized software amortization.

Previous 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.

Current wording

During the three months ended March 31, 2026 we recorded right-of-use lease asset impairments charges of $0.1 million (see Note 9. Leases in this Quarterly Report on Form 10-Q). During the three months ended March 31, 2025, we recorded a $0.1 million working capital adjustment related to the disposal of fitness solutions in 2024.

Previous 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).

Current wording

Interest and other expense, net, decreased by $8.0 million, or 62.6%, for the three months ended March 31, 2026 as compared to the same period in 2025, with the changes primarily driven by volatility of interest rates and foreign currency. The decrease for the three-month period was driven by an unrealized gain on interest rate swaps of $3.0 million compared to an unrealized loss of $3.9 million in the comparative period, a year over year decrease of $6.9 million as a result of the fair value change in interest rate swaps. Additionally, interest expense decreased $0.6 million as a result of lower variable base interest rates on the Company’s Credit Facilities, a $0.5 million decrease in unrealized foreign currency loss, $0.5 million of income related to support services provided under the TSA with Ignite Visibility, partially offset by a $0.5 million decrease in interest income. The decline in interest expense is a result of lower variable base interest rates on the Company’s Credit Facilities (as defined below) and the amendment to the Term Loan (as defined below) in the third quarter 2025 resulting in a reduction in margin and the removal of the credit spread adjustment (see Note 10. Long-Term Debt in this Quarterly report on Form 10-Q).

Previous 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.

Current wording

Income tax expense increased by $0.1 million for the three months ended March 31, 2026 as compared to the corresponding period in 2025, with the change driven primarily by an increase in net income from continuing operations before tax and discrete items, including a New Zealand return to provision true-up during the three months ended March 31, 2025.

Previous wording

We utilize liquidity for items such as strategic investments in the ongoing transformation of our business and infrastructure, business acquisitions and share repurchases authorized through our Repurchase Program (defined below). Absent significant deterioration of market conditions, we expect that working capital requirements, capital expenditures, acquisitions, the Company’s Repurchase Program, debt servicing and lease obligations will be our principal needs for liquidity going forward.

Current wording

We utilize liquidity for items such as strategic investments in the ongoing transformation of our business and infrastructure, our business acquisitions (such as our strategic acquisition of ZyraTalk in September 2025) and share repurchases authorized through our Repurchase Program. For a description of our recent acquisitions, see Note 3. Acquisition and Disposition in this Quarterly report on Form 10-Q. 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.

Previous 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.”

Current wording

As of March 31, 2026, we had cash, cash equivalents and restricted cash of $129.3 million, $155.0 million of available borrowing capacity under our Revolver (as defined below) and $525.3 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

The following table sets forth cash flow data, inclusive of continuing and discontinued operations, for the periods indicated therein:

Current wording

The following table sets forth cash flow data:

Previous 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.

Current wording

Net cash provided by operating activities was $24.6 million for the three months ended March 31, 2026, compared to $30.7 million for the three months ended March 31, 2025. 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.

Previous 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.

Current wording

The decrease in cash provided by operating activities for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily due to investments made to support the growth of our business including personnel expenses of $11.4 million and higher costs directly related to the delivery of our services and products of $1.7 million, partially offset by an increase in cash collections from our subscription and transaction fees of approximately $4.2 million, income of $2.9 million related to support services provided under the TSA, and lower taxes paid of $2.3 million. Additionally, cash provided by operating activities decreased $2.3 million related to the marketing technology solutions business, which was sold on October 31, 2025 (see Note 3. Acquisition and Disposition in this Quarterly report on Form 10-Q).

Previous 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.

Current wording

During the three months ended March 31, 2026, net cash used in investing activities of $8.0 million was related primarily to costs to develop software of $7.2 million and $0.9 million for purchases of property and equipment.

Previous 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.

Current wording

During the three months ended March 31, 2025, net cash used in investing activities of $5.6 million was related primarily to costs to develop software of $5.1 million and $0.5 million for purchases of property and equipment.

Previous 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.

Current wording

During the three months ended March 31, 2026, net cash used in financing activities of $16.4 million was related primarily to the repurchase and retirement of shares of our common stock of $13.8 million.

Previous 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.

Current wording

During the three months ended March 31, 2025, net cash used in financing activities of $12.3 million was related primarily to the repurchase and retirement of shares of our common stock of $11.1 million.

Previous wording

Effective as of June 10, 2025, the Company entered into an additional amendment to the Credit Facilities to reduce the commitments outstanding under the Revolver, extend the maturity of a portion of such commitments and reduce the applicable margin with respect to extended revolving loans. As a result of the amendment, commitments under the Revolver were reduced from $190.0 million to $155.0 million. With respect to $125.0 million of such commitments, (i) the maturity date was extended to January 6, 2028 and (ii) the applicable margin for (x) Term SOFR loans was reduced to 2.50% and (y) Alternate Base Rate loans was reduced to 1.50%, in each case, subject to a single 0.25% step-down based on the Company’s first lien net leverage ratio. With respect to the remaining $30.0 million of such commitments, (i) the maturity date remains July 6, 2026 and (ii) the applicable margin was unchanged.

Current wording

Effective as of June 10, 2025, the Company entered into an additional amendment to the Credit Facilities (the “June 2025 Amendment”) to reduce the commitments outstanding under the Revolver, extend the maturity of a portion of such commitments and reduce the applicable margin with respect to extended revolving loans. As a result of the June 2025 Amendment, commitments under the Revolver were reduced from $190.0 million to $155.0 million. With respect to $125.0 million of such commitments, (i) the maturity date was extended to January 6, 2028 and (ii) the applicable margin for (x) Term SOFR (as defined in the Credit Facilities) loans was reduced to 2.50% and (y) ABR (as defined in the Credit Facilities) loans was reduced to 1.50%, in each case, subject to a single 0.25% step-down based on the Company’s first lien net leverage ratio. With respect to the remaining $30.0 million of such commitments, (i) the maturity date remains July 6, 2026 and (ii) the applicable margin was unchanged.