EverCommerce Inc.

Previous 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.

Current 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, 2026 and 2025, and we maintained an annualized net revenue retention rate of approximately 94% and 97% for the quarters ended June 30, 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 June 30, 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

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).

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 for all periods presented through the date of sale. 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 (gain) loss on held for sale and impairments within discontinued operations on our unaudited condensed consolidated statements of operations and comprehensive income.

Previous 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.

Current wording

Our Revenue Growth Rate was 2.7% and 3.2% for the three and six months ended June 30, 2026, respectively. 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 and $1.8 million during the three and six months ended June 30, 2026, respectively. Our Pro Forma Revenue Growth rate was 2.0% and 2.5% for the three and six months ended June 30, 2026, reflective of the underlying growth in our business as a result of new customers and providing more solutions to existing customers.

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

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 six months ended June 30, 2026, revenue from subscription and transaction fees increased 3.2% and 3.1%, respectively, compared to the prior year period.

Previous wording

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

Current wording

Comparison of the three and six months ended June 30, 2026 and 2025

Previous wording

Comparison of the three months ended March 31, 2026 and 2025 (percentage of revenue)

Current wording

Comparison of the three and six months ended June 30, 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 months ended March 31, 2026 compared to the same period in 2025.

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 six months ended June 30, 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 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.

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 six months ended June 30, 2025 to 79.8% for the six months ended June 30, 2026, an increase of 170 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 $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.

Current wording

Revenues increased $4.0 million, or 2.7%, and $9.2 million, or 3.2%, for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. Revenue from subscription and transaction fees increased 3.2% and 3.1% and other revenue decreased 9.8% and increased 3.8% during the three and six months ended June 30, 2026, 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 as well as our EverHealth product portfolio. The subscription and transaction fees revenue increase consists primarily of increases from (a) business management software and (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 $3.6 million and $9.5 million increase in subscription and transaction fees revenue for the three and six months ended June 30, 2026, respectively, due primarily to higher revenue per customer. Billing and payment solutions revenues increased $1.5 million and $0.8 million during the three and six months ended June 30, 2026, respectively, primarily due to an increase in total payments volume processed through our payment platforms and slightly higher take rate. 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 $0.6 million and $1.4 million during the three and six months ended June 30, 2026, respectively. Subscription and transaction fees revenue also includes $0.9 million and $1.8 million of post-acquisition revenue from ZyraTalk for the three and six months ended June 30, 2026, respectively, (see Note 3. Acquisition and Disposition in this Quarterly Report on Form 10-Q). Other revenues decreased $0.5 million and increased $0.4 million during the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025, primarily driven by timing of revenues related to project implementation and customer development services.

Previous wording

Sales and marketing expenses increased $4.3 million, or 15.0%, for the three months ended March 31, 2026 as compared to the same period in 2025. The increase was driven primarily by an additional $3.5 million in personnel and compensation expenses and $0.8 million in advertising expense. Sales and marketing expenses include $0.5 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).

Current wording

Sales and marketing expenses increased $3.1 million, or 10.2%, and $7.4 million, or 12.5%, for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The increases were driven primarily by an additional $2.7 million and $6.2 million in personnel and compensation expenses, respectively, and $2.3 million and $3.2 million in advertising expense, respectively. These increases were partially offset by a $2.2 million and $3.0 million decrease in commissions related to volume from third-party channels associated with legacy payment platform solutions, respectively. Sales and marketing expenses include $0.5 million and $1.0 million of post-acquisition expense from ZyraTalk for the three and six months ended June 30, 2026, respectively, (see Note 3. Acquisition and Disposition in this Quarterly Report on Form 10-Q).

Previous wording

Product development expenses increased by $1.2 million, or 6.2%, for the three months ended March 31, 2026 as compared to the same period in 2025. The increase was primarily comprised of an additional $0.8 million in software and tools, driven by investments in our technology and teams to support our various solutions as well as centralized security operations, information technology and cloud engineering, a $0.3 million increase in personnel and compensation expenses, and a $0.2 million increase in stock-based compensation. Product developments expenses include $0.4 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).

Current wording

Product development expenses increased by $1.9 million, or 9.7%, and $3.1 million, or 7.9%, for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. These increases were a result of continued investment in our technology and teams to support our various solutions as well as centralized security operations, information technology and cloud engineering, with an additional $0.6 million and $1.4 million in software and tools, respectively, $0.7 million and $0.5 million in outsourced services, respectively, $0.2 million and $0.5 million in personnel and compensation expenses, respectively, and $0.2 million and $0.4 million in stock-based compensation, respectively. Product developments expenses include $0.7 million and $1.1 million of post-acquisition expense from ZyraTalk for the three and six months ended June 30, 2026, respectively, (see Note 3. Acquisition and Disposition in this Quarterly Report on Form 10-Q).

Previous 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.

Current wording

Depreciation and amortization expenses decreased by $1.3 million, or 8.0%, and $3.0 million, or 8.9%, for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The decrease for the three and six-month periods 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 $2.5 million and $5.0 million in lower intangible assets’ amortization, respectively, partially offset by $1.2 million and $2.1 million of additional capitalized software amortization, respectively.

Previous 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.

Current wording

During the six months ended June 30, 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 six months ended June 30, 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 $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).

Current wording

Interest and other expense, net, decreased by $2.5 million, or 28.6%, and $10.5 million, or 48.7%, for the three and six months ended June 30, 2026, respectively, as compared to the same periods 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 $2.1 million compared to an unrealized loss of $2.1 million in the comparative period, a year over year decrease of $4.2 million as a result of the fair value change in interest rate swaps. Additionally, interest expense on long-term debt decreased $0.7 million as a result of lower variable base interest rates on the Company’s Credit Facilities, and $0.3 million of income related to support services provided under the TSA with Ignite Visibility, partially offset by a $2.5 million year over year decrease in unrealized foreign currency gain, and a $0.4 million decrease in interest income. The decrease for the six-month period was driven primarily by an unrealized gain on interest rate swaps of $5.0 million compared to an unrealized loss of $6.0 million in the comparative period, a year over year decrease of $11.0 million as a result of the fair value change in interest rate swaps. Additionally, interest expense on long-term debt decreased $1.3 million as a result of lower variable base interest rates on the Company’s Credit Facilities, $0.8 million of income related to support services provided under the TSA with Ignite Visibility, partially offset by a $1.9 million year over year decrease in unrealized foreign currency gain and a $0.9 million decrease in interest income. The decline in interest expense on long-term debt in both the three and six-month periods 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 $0.1 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.

Current wording

Income tax expense increased by $0.2 million, or 18.4%, and $0.3 million, or 19.9%, for the three and six months ended June 30, 2026, respectively, as compared to the corresponding periods in 2025, with the change driven primarily by an increase in net income from continuing operations before tax and discrete items, including a Canada return to provision adjustment during the three and six months ended June 30, 2025 and a New Zealand return to provision adjustment during the six months ended June 30, 2025.

Previous 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.”

Current wording

As of June 30, 2026, we had cash, cash equivalents and restricted cash of $133.5 million, $155.0 million of available borrowing capacity under our Revolver (as defined below) and $523.9 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 $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.

Current wording

Net cash provided by operating activities was $53.1 million for the six months ended June 30, 2026, compared to $57.7 million for the six months ended June 30, 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 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).

Current wording

The decrease in cash provided by operating activities for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily due to investments made to support the growth of our business of $24.5 million, including higher employee and related expenses and software and tools; partially offset by an increase in cash collections from our subscription and transaction fees of approximately $12.9 million, lower cash outflows directly related to the delivery of our services and products of $3.7 million, income of $3.1 million related to support services provided under the TSA, and lower taxes paid of $1.0 million. Additionally, cash provided by operating activities decreased $0.7 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 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.

Current wording

During the six months ended June 30, 2026, net cash used in investing activities of $17.1 million was related primarily to costs to develop software of $15.6 million and $1.5 million for purchases of property and equipment.

Previous 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.

Current wording

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

Previous 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.

Current wording

During the six months ended June 30, 2026, net cash used in financing activities of $31.1 million was related primarily to the repurchase and retirement of shares of our common stock of $28.6 million.

Previous 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.

Current wording

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

Previous 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.

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. The remaining $30.0 million of such commitments expired on July 6, 2026.

Previous wording

Pursuant to the July 2025 Amendment, with respect to $125.0 million of commitments under the existing $155.0 million Revolver, (i) the maturity date was extended to July 29, 2030 and (ii) the applicable margin for (x) Term SOFR loans was reduced to 2.00% and (y) Alternate Base Rate loans was reduced to 1.00%, in each case, subject to a 25 basis points step-up based on the Company’s first lien net leverage ratio. Other than the changes noted above, the terms and conditions of all commitments at closing as well as those extending beyond the original maturity date remain the same as the existing Revolver. Accordingly, $155.0 million of availability remains under the Revolver until July 6, 2026 and then reduces to $125.0 million through July 29, 2030.

Current wording

Pursuant to the July 2025 Amendment, with respect to $125.0 million of commitments under the existing $155.0 million Revolver, (i) the maturity date was extended to July 29, 2030 and (ii) the applicable margin for (x) Term SOFR loans was reduced to 2.00% and (y) Alternate Base Rate loans was reduced to 1.00%, in each case, subject to a 25 basis points step-up based on the Company’s first lien net leverage ratio. Other than the changes noted above, the terms and conditions of all commitments at closing as well as those extending beyond the original maturity date remain the same as the existing Revolver. Accordingly, $125.0 million of availability remains under the Revolver through July 29, 2030.

Previous wording

As of March 31, 2026, there was $525.3 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 6.08% for the three months ended March 31, 2026, excluding the effect of any interest rate swap agreements.

Current wording

As of June 30, 2026, there was $523.9 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 6.02% for the three months ended June 30, 2026, excluding the effect of any interest rate swap agreements.

Previous wording

The Company repurchased and retired 1.3 million shares of common stock for approximately $13.9 million, including transaction fees and taxes, during the three months ended March 31, 2026. As of March 31, 2026, $33.9 million remained available under the Repurchase Program.

Current wording

The Company repurchased and retired 1.4 million and 2.7 million shares of common stock for approximately $14.8 million and $28.7 million, including transaction fees and taxes, during the three and six months ended June 30, 2026. As of June 30, 2026, $19.2 million remained available under the Repurchase Program.

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 three months ended March 31, 2026, 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 six months ended June 30, 2026, there were no material changes to our critical accounting policies from those discussed in our Annual Report on Form 10-K.