EverCommerce Inc.

Previous 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.

Current wording

EverCommerce is a leading 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

•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.

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 below) 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

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.

Current wording

Our business benefits from attractive unit economics. Approximately 97% of our revenue was recurring or re-occurring in both the nine months ended September 30, 2026 and 2025, and we maintained an annualized net revenue retention rate of approximately 93% and 97% for the quarters ended September 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 September 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 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.

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

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 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.

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). During the three months ended September 30, 2026, the we paid $3.0 million of acquisition-related retention and earnout compensation to the ZyraTalk founders, who subsequently departed the Company voluntarily. As a result of their departures, the founders forfeited all remaining acquisition-related retention and earnout compensation. 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

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.

Current wording

Our Revenue Growth Rate was 2.7% and 3.0% for the three and nine months ended September 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 $0.8 million and $2.6 million during the three and nine months ended September 30, 2026, respectively. Our Pro Forma Revenue Growth rate was 2.1% and 2.4% for the three and nine months ended September 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 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.

Current wording

We expect that cost of revenue as a percentage of revenue will fluctuate from period to period based on a variety of factors, including the rate of growth of subscription and transaction fees, labor costs, third-party expenses and acquisitions and dispositions. For the three and nine months ended September 30, 2026, revenue from subscription and transaction fees increased 4.2% and 3.5%, respectively, compared to the prior year period.

Previous wording

Product development expense consists primarily of employee costs for our product development personnel, including salaries, benefits, stock-based compensation and bonuses. Product development expenses also include third-party outsourced technology costs incurred in developing our platforms, and computer equipment, software and subscription services dedicated for use by our product development organization. We expect our product development expenses to increase in absolute dollars and increase as a percentage of revenue during 2026 as we continue to dedicate substantial resources to develop, improve and expand the functionality of our solutions.

Current wording

Product development expense consists primarily of employee costs for our product development personnel, including salaries, benefits, stock-based compensation and bonuses. Product development expenses also include third-party outsourced technology costs incurred in developing our platforms, and computer equipment, software and subscription services dedicated for use by our product development organization. We expect our product development expenses to increase in absolute dollars and increase as a percentage of revenue as we continue to dedicate substantial resources to develop, improve and expand the functionality of our solutions.

Previous 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.

Current wording

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

Previous 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.

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.

Previous wording

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

Current wording

Comparison of the three and nine months ended September 30, 2026 and 2025

Previous wording

Comparison of the three and six months ended June 30, 2026 and 2025 (percentage of revenue)

Current wording

Comparison of the three and nine months ended September 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 and six months ended June 30, 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 nine months ended September 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 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.

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 78.0% for the nine months ended September 30, 2025 to 80.1% for the nine months ended September 30, 2026, an increase of 210 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 $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.

Current wording

Revenues increased $4.0 million, or 2.7%, and $13.2 million, or 3.0%, for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. Revenue from subscription and transaction fees increased 4.2% and 3.5% and other revenue decreased 37.8% and 10.9% during the three and nine months ended September 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. Revenue growth increasingly benefited from pricing actions implemented across various system-of-action solutions, which contributed to higher revenue per customer. However, our revenue growth rate is decelerating primarily due to slower new-customer acquisition, including fewer new customers acquired through organic search channels. 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 during the nine-month period in (c) revenues associated with our share of rebates from suppliers generated through group purchase programs. Business management software revenues drove a $3.8 million and $13.4 million increase in subscription and transaction fees revenue for the three and nine months ended September 30, 2026, respectively, due primarily to higher revenue per customer. Billing and payment solutions revenues increased $2.0 million and $2.7 million during the three and nine months ended September 30, 2026, respectively, primarily due to an increase in total payments volume processed through our payment platforms and a 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, increased by $0.1 million and decreased $1.3 million during the three and nine months ended September 30, 2026, respectively. Subscription and transaction fees revenue also includes $0.8 million and $2.6 million of post-acquisition revenue from ZyraTalk for the three and nine months ended September 30, 2026, respectively, (see Note 3. Acquisition and Disposition in this Quarterly Report on Form 10-Q). Other revenues decreased $2.0 million and $1.6 million during the three and nine months ended September 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

Cost of revenues decreased by $0.9 million, or 2.6%, and increased by $0.6 million, or 1.0%, for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The decrease for the three-month period was primarily due to a decrease in personnel and compensation expenses. Cost of revenues remained relatively consistent in the six-month period as compared to the prior year period and declined by 40 basis points as a percentage of revenue. Cost of revenues includes $0.2 million and $0.4 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).

Current wording

Cost of revenues decreased by $2.1 million, or 6.1%, and $1.4 million, or 1.5%, for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. These decreases were a result of lower costs consistent with the slower pace of new-customer additions, which were partially offset by costs incurred to support the continued growth and delivery of our system-of-action solutions. The decrease for the three-month period was primarily due to a $1.4 million decrease in personnel and compensation expenses and a $0.7 million decrease in clearinghouse fees. The decrease for the nine-month period was driven primarily by a $2.8 million decrease in personnel and compensation expenses, $1.6 million decrease in clearinghouse fees, and a $0.7 million decrease in outsourced services, partially offset by a $2.3 million increase in software hosting expenses and $1.4 million increase in application programming interface fees. Cost of revenues includes $0.2 million and $0.6 million of post-acquisition expenses from ZyraTalk for the three and nine months ended September 30, 2026, respectively, (see Note 3. Acquisition and Disposition in this Quarterly Report on Form 10-Q).

Previous 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).

Current wording

Sales and marketing expenses increased $6.8 million, or 25.6%, and $14.2 million, or 16.5%, for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. The increase for the three-month period was driven primarily by an additional $3.3 million in advertising expense, $2.9 million in personnel and compensation expenses, $0.4 million in software and tools, and $0.3 million in professional and consulting fees. The increase for the nine-month period was driven primarily by an additional $9.1 million in personnel and compensation expenses, $6.5 million in advertising expense, $0.8 million in software and tools, $0.6 million in conference and events expense, and $0.3 million in stock-based compensation. These increases were partially offset by a $0.2 million and $3.2 million decrease, respectively, in commissions related to volume from third-party channels associated with legacy payment platform solutions. Sales and marketing expenses include $0.5 million and $1.5 million of post-acquisition expenses from ZyraTalk for the three and nine months ended September 30, 2026, respectively, (see Note 3. Acquisition and Disposition in this Quarterly Report on Form 10-Q).

Previous wording

Product development expenses increased by $1.9 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).

Current wording

Product development expenses increased by $2.2 million, or 11.1%, and $5.3 million, or 9.0%, for the three and nine months ended September 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. The increase for the three-month period was driven by an additional $1.2 million in outsourced services, $0.5 million in software and tools, and $0.5 million in hosting expenses. The increase for the nine-month period was driven primarily by an additional $1.9 million in software and tools, $1.7 million in outsourced services, $1.4 million in hosting expenses, and $0.5 million in stock-based compensation, partially offset by a $0.2 million decrease in professional and consulting fees. Product developments expenses include $1.1 million and $2.2 million of post-acquisition expenses from ZyraTalk for the three and nine months ended September 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 $1.3 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.

Current wording

Depreciation and amortization expenses decreased by $1.4 million, or 8.1%, and $4.3 million, or 8.6%, for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. The decrease for the three and nine-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 $7.4 million in lower intangible assets’ amortization, respectively, partially offset by $1.2 million and $3.2 million of additional capitalized software amortization, respectively.

Previous 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.

Current wording

During the three and nine months ended September 30, 2026 we recorded right-of-use lease asset impairments charges of $0.5 million and $0.6 million, respectively (see Note 9. Leases 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 in 2024.

Previous 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).

Current wording

Interest and other expense, net, decreased by $3.2 million, or 35.7%, and $13.7 million, or 44.9%, for the three and nine months ended September 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 $2.3 million compared to an unrealized loss of $0.04 million in the comparative period, a year over year decrease of $2.4 million as a result of the fair value change in interest rate swaps. Additionally, interest expense on long-term debt decreased $0.3 million as a result of lower variable base interest rates on the Company’s Credit Facilities, and a $0.4 million year over year decrease in unrealized foreign currency loss. The decrease for the nine-month period was driven primarily by an unrealized gain on interest rate swaps of $7.4 million compared to an unrealized loss of $6.0 million in the comparative period, a year over year decrease of $13.4 million as a result of the fair value change in interest rate swaps. Additionally, interest expense on long-term debt decreased $1.6 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 $1.0 million year over year decrease in unrealized foreign currency gain and a $1.0 million decrease in interest income. The decline in interest expense on long-term debt 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) 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 $0.2 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.

Current wording

Income tax expense decreased by $0.1 million, or 10.2%, and increased $0.2 million, or 7.4%, for the three and nine months ended September 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 during three and nine months ended September 30, 2026, and New Zealand and Canada return to provision adjustments during the nine months ended September 30, 2026.

Previous 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.”

Current wording

As of September 30, 2026, we had cash, cash equivalents and restricted cash of $139.0 million, $125.0 million of available borrowing capacity under our Revolver (as defined below) and $522.5 million outstanding under our Term Loan. We believe that our existing cash and cash equivalents, 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 $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.

Current wording

Net cash provided by operating activities was $86.0 million for the nine months ended September 30, 2026, compared to $90.2 million for the nine months ended September 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 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).

Current wording

The decrease in cash provided by operating activities for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily due to investments made to support the growth of our business of $27.1 million, including higher employee and related expenses and software and tools and lower interest income of $1.1 million. These decreases were partially offset by an increase in cash collections from our subscription and transaction fees of approximately $17.9 million, income of $4.0 million related to support services provided under the TSA, lower cash outflows directly related to the delivery of our services and products of $2.1 million, lower interest expense of $1.6 million, and lower taxes paid of $0.3 million. Additionally, cash provided by operating activities decreased $1.8 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 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.

Current wording

During the nine months ended September 30, 2026, net cash used in investing activities of $25.3 million was related primarily to costs to develop software of $23.7 million and $1.6 million for purchases of property and equipment.

Previous 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.

Current wording

During the nine months ended September 30, 2025, net cash used in investing activities of $56.5 million was related primarily to the

Previous 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.

Current wording

During the nine months ended September 30, 2026, net cash used in financing activities of $50.3 million was related primarily to the repurchase and retirement of shares of our common stock of $44.2 million and employee taxes paid for RSU withholdings of $6.9 million.

Previous 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.

Current wording

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

Previous wording

We are party to a credit agreement, as amended, that provides for one term loan for an aggregate principal amount of $529.4 million (the “Term Loan”), a revolver with a capacity of $155.0 million (the “Revolver”) and a sub-limit of the Revolver available for letters of credit up to an aggregate face amount of $20.0 million. These debt arrangements are collectively referred to herein as the “Credit Facilities”.

Current wording

We are party to a credit agreement, as amended, that provides for one term loan for an aggregate principal amount of $529.4 million (the “Term Loan”), a revolver with a capacity of $125.0 million (the “Revolver”) and a sub-limit of the Revolver available for letters of credit up to an aggregate face amount of $20.0 million. These debt arrangements are collectively referred to herein as the “Credit Facilities”.

Previous wording

With respect to ABR borrowings, interest payments are due on a quarterly basis on the last business day of each March, June, September and December. With respect to Eurocurrency borrowings, interest payments are due on the last business day of the interest period applicable to the borrowing and, in the case of a Eurocurrency borrowing with an interest period of more than three months’ duration, each day prior to the last day of such interest period that occurs at intervals of three months’ duration after the first day of such interest period.

Current wording

With respect to ABR borrowings, interest payments are due on a quarterly basis on the last business day of each March, June, September and December. With respect to Term SOFR borrowings, interest payments are due on the last business day of the interest period applicable to the borrowing and, in the case of a Term SOFR borrowing with an interest period of more than three months’ duration, each day prior to the last day of such interest period that occurs at intervals of three months’ duration after the first day of such interest period.

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, $125.0 million of availability remains under the Revolver through July 29, 2030.

Current wording

Pursuant to the July 2025 Amendment, with respect to $125.0 million of commitments under the then 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 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.

Current wording

As of September 30, 2026, there was $522.5 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 6.09% for the three months ended September 30, 2026, excluding the effect of any interest rate swap agreements.

Previous wording

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

Current wording

On June 14, 2022, our Board of Directors approved a stock repurchase program (as subsequently amended, the “Repurchase Program”) with authorization to purchase up to $50.0 million in shares of the Company’s common stock through the expiration of the program on December 21, 2022. On November 7, 2022, November 5, 2023, May 21, 2024, May 1, 2025, and November 4, 2025 our Board increased the authorization of the Repurchase Program by an additional $50.0 million in shares of the Company’s common stock on each date. On September 11, 2026, our Board increased the authorization by an additional $25.0 million, resulting in a total authorization, since the initial approval, to repurchase up to $325.0 million in shares of the Company’s common stock through December 31, 2027. Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs. The Repurchase Program does not obligate the Company to acquire any particular amount of common stock and may be modified, suspended or terminated at any time at the discretion of the Board. The Company expects to fund repurchases with existing cash on hand.

Previous wording

The Company repurchased and retired 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.

Current wording

The Company repurchased and retired 1.6 million and 4.3 million shares of common stock for approximately $15.7 million and $44.5 million, including transaction fees and taxes, during the three and nine months ended September 30, 2026. As of September 30, 2026, $28.5 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 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.

Current wording

Our critical accounting policies are described in Part II, Item 7.“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Annual Report on Form 10-K. During the nine months ended September 30, 2026, there were no material changes to our critical accounting policies from those discussed in our Annual Report on Form 10-K.