FALSE000185314500018531452026-05-072026-05-07
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 5, 2026
EVERCOMMERCE INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-40575 | | 81-4063248 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
3601 Walnut Street, Suite 400
Denver, Colorado 80205
(Address of principal executive offices) (Zip Code)
(720) 647-4948
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbols | | Name of each exchange on which registered |
| Common Stock, $0.00001 par value per share | | EVCM | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 5, 2026, EverCommerce Inc. (the “Company”) issued a press release announcing financial results for the three and six months ended June 30, 2026 and other matters described in the press release. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 5, 2026, the Board of Directors (the “Board”) of the Company appointed Alex Goor as the Company’s Chief Executive Officer, effective August 6, 2026 (the “Effective Date”). Mr. Goor succeeds Eric Remer, who resigned as Chief Executive Officer and Chairman effective on the same date. Mr. Remer will remain a member of the Board. In addition, on August 5, 2026, the Board appointed Mr. Goor as a Class I director of the Company, effective on the Effective Date.
Mr. Goor, age 54, most recently served as Chief Information Officer of Interactive Data Corp. from October 2010 to February 2016. Mr. Goor has also served as a member of the Board of Directors of several private and public companies. Mr. Goor received his B.A. at Columbia College in Mathematics, where he graduated magna cum laude. The Company believes Mr. Goor is qualified to serve on the Board due to his extensive senior leadership experience in the technology, data and financial services industries, including his service in executive and governance roles at ACA Compliance Group, Interactive Data Corporation, Instinet Group and Datek Online, together with his experience serving on the boards of directors of other private and public companies.
In connection with Mr. Remer’s transition from the Chief Executive Officer role, the Company and Mr. Remer entered into a Transition and Release of Claims Agreement (the “Transition Agreement”). Pursuant to the Transition Agreement, subject to Mr. Remer’s execution and non-revocation of the release of claims set forth in the Transition Agreement and his continued compliance with the applicable restrictive covenants, Mr. Remer will be eligible to receive the severance payments and benefits pursuant to that certain Executive Employment Agreement by and between the Company and Mr. Remer, effective as of July 6, 2021 (the “Employment Agreement”) as if his employment was terminated by the Company without Cause (as defined in the Employment Agreement), in accordance with the terms of the Employment Agreement equal to (i) an amount equal to twelve months of his base salary, payable in the form of salary continuation in regular installments over the twelve (12)-month period following the Effective Date in accordance with the Company’s normal payroll practices, (ii) his annual target bonus for 2026, prorated on the number of days he was employed by the Company during 2026, payable in a lump sum within 60 days of the Effective Date, (iii) continued COBRA coverage for up to twelve months following his termination of employment based on the coverage levels in effect immediately prior to the Effective Date, and (iv) accelerated vesting of any outstanding time-based equity awards as of the Effective Date that would have vested during the 12 month period following the Effective Date if he had remained employed through such 12 month period. Following the Effective Date, Mr. Remer will continue to serve as a non-employee member of the Board and will be eligible to receive compensation pursuant to the EverCommerce Inc. Non-Employee Director Compensation Policy, as amended from time to time, in accordance with its terms.
In connection with Mr. Goor’s appointment as Chief Executive Officer, the Company entered into an Employment Agreement with Mr. Goor (the “Employment Agreement”). The Employment Agreement provides, among other things, that, in connection with his appointment as Chief Executive Officer, Mr. Goor will be entitled to an annual base salary of $530,000 and a target annual performance-based bonus equal to 90% of his base salary with the actual amount of such annual bonus earned based on the achievement of performance targets set by our board of directors or its delegate. The Employment Agreement also provides for Mr. Goor’s eligibility to participate in our long-term incentive plan under the 2021 Plan in the discretion of the Board.
Pursuant to the Employment Agreement, upon the termination of his employment by us without Cause or by Mr. Goor for Good Reason (each as defined in the Employment Agreement), Mr. Goor would be entitled to, in addition to any accrued amounts, subject to his execution and non-revocation of a release of claims and compliance with the applicable restrictive covenants, (i) continuation of his base salary for a period of 12 months, payable in equal installments in accordance with our normal payroll practices, (ii) an amount equal to the pro rata portion of his target annual performance based bonus for the year in which such termination occurs, payable in a lump sum within 60 days of termination (the “Pro Rata Bonus”), and (iii) continued COBRA coverage for up to 12 months following his termination of employment. Mr. Goor would also be entitled
to receive accelerated vesting of any outstanding time-based equity awards as of the date of his termination that would have vested during the 12 month period following the date of his termination if he had remained employed through such 12 month period, and any outstanding performance-based equity awards would remain outstanding and eligible to vest during such 12 month period (or until the end of the applicable performance period, if earlier) based on actual achievement.
If Mr. Goor is terminated by us without Cause or by Mr. Goor for Good Reason within three (3) months before or within 12 months after a change in control (as defined in the 2021 Plan), Mr. Goor is entitled to receive all of the severance benefits described above, provided, however, that any outstanding time-based equity awards granted prior to such change of control will fully accelerate and vest and to the extent any such award is subject to performance or other non-time-based vesting criteria and such termination occurs within the three (3) month period before a change in control, such award will remain outstanding and eligible to vest until the earlier of the last day of the applicable performance period or the change in control and be settled (as applicable) in accordance with its terms based on the actual achievement of such performance criteria.
Furthermore, if Mr. Goor is terminated by reason of his death or disability, he would be entitled to, in addition to any accrued amounts, subject to his or his estate's execution and non-revocation of a release of claims, the Pro Rata Bonus.
The Employment Agreement contains a perpetual confidentiality covenant as well as one-year post-termination non-competition and non-solicitation covenants.
In addition, in connection with his commencement of employment, effective as of the last day of the Measurement Period (as defined below), the Company will grant Mr. Goor equity awards consisting of (i) an award of restricted stock units with a target grant value of $3,000,000 (the “RSU Award”) and (ii) an award of performance-based restricted stock units with a target grant value of $3,750,000 (the “PSU Award”), in each case with the number of shares of Company common stock underlying such applicable award to be determined by dividing the target grant value by the average closing price of the Company’s common stock on the Nasdaq Stock Market over the 30 trading days starting on and immediately following the Effective Date (the "Measurement Period").
The RSU Award will vest as to 25% of the RSU Award on the first anniversary of the Effective Date, and the remainder shall vest in 12 equal quarterly installments on each quarterly anniversary thereafter such that 100% of the RSUs shall be vested on the fourth anniversary of the Effective Date. The PSU Award will be eligible to vest based the achievement of both (a) a service-based vesting schedule consistent with the vesting schedule of the RSU Award described in the preceding sentence and (b) specified stock price hurdles of $10.00 and $20.00 (with achievement between stock price hurdles determined by linear interpolation), measured as of the earlier of (i) the fourth anniversary of the Effective Date and (ii) a change in control (or in connection with certain qualifying terminations of employment, the date of such termination of employment if so determined by the Compensation Committee of the Board in its discretion).
The foregoing descriptions of the Transition Agreement and Employment Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Transition Agreement and Employment Agreement, which are attached hereto as Exhibit 10.1 and 10.2, respectively, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | | Description |
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| 10.1 | | Transition Agreement between the Company and Eric Remer, effective August 6, 2026. |
| 10.2* | | Employment Agreement between the Company and Alex Goor, effective August 6, 2026. |
| 10.3* | | Performance-Based Restricted Stock Unit Agreement between the Company and Alex Goor, effective August 6, 2026. |
| 99.1 | | Press release, dated August 5, 2026. |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
| | |
* Portions of the exhibit, marked by brackets, have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because the omitted information (i) is not material and (ii) is treated as confidential by the Company. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | EVERCOMMERCE INC. |
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Date: August 5, 2026 | | By: | | /s/ Lisa Storey |
| | | | Lisa Storey |
| | | | Chief Legal Officer |
EverCommerce Announces Second Quarter 2026 Financial Results
Denver, CO (August 5, 2026) EverCommerce Inc. ("EverCommerce" or the "Company") (NASDAQ: EVCM), a leading service commerce platform, today announced financial results for the quarter ended June 30, 2026.
Second Quarter 2026 Financial Highlights
•Revenue from continuing operations of $152.0 million, an increase of 2.7% compared to $148.0 million for the quarter ended June 30, 2025. Pro Forma Revenue increased 2.0% to $152.0 million, compared to $149.0 million for the quarter ended June 30, 2025.
•Subscription and transaction fees revenue from continuing operations of $147.4 million, an increase of 3.2% compared to $142.8 million for the quarter ended June 30, 2025. Pro Forma subscription and transaction fees revenue increased 2.4% to $147.4 million, compared to $143.9 million for the quarter ended June 30, 2025.
•Net income from continuing operations was $9.7 million, or $0.05 per basic and diluted share, for the quarter ended June 30, 2026, compared to $5.8 million, or $0.03 per basic and diluted share, for the quarter ended June 30, 2025.
•Adjusted EBITDA from continuing operations was $44.5 million for the quarter ended June 30, 2026, compared to $45.0 million for the quarter ended June 30, 2025.
"Evercommerce’s second quarter results were in-line with the midpoint of guidance range for revenue and exceeded the top end of guidance range for Adjusted EBITDA.” said Eric Remer, Evercommerce’s Founder and CEO. “I'm proud of what our team accomplished during the quarter and, more importantly, of the Company we've built together, While our outlook for the balance of 2026 has moderated and we now expect results toward the lower end of our guidance ranges, I remain confident in the strength of our platform, our customer relationships and our long-term strategy. As the Company begins its next chapter with Alex as CEO, he will focus on accelerating long-term growth and continuing to create value for our customers, employees and shareholders."
A reconciliation of GAAP to Non-GAAP measures has been provided in the financial statement tables included at the end of this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures and Key Performance Metrics.”
Share Repurchases
The Company repurchased and retired 1.4 million shares of common stock for approximately $14.8 million during the three months ended June 30, 2026. As of June 30, 2026, $19.2 million remained available under the Repurchase Program.
Repurchases under the program may be made from time to time in the open market at prevailing market prices or in privately negotiated transactions. Open market repurchases will be structured to occur within the pricing and volume requirements of Rule 10b-18. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company to acquire any particular amount of common stock and the program may be extended, modified, suspended or discontinued at any time at the Company’s discretion. The Company expects to fund repurchases with cash on hand.
Business Outlook
Based on information as of today, August 5, 2026, the Company is issuing the following financial guidance for the third quarter 2026 and full year 2026.
Third Quarter 2026:
•Revenue is expected to be in the range of $151.5 million to $154.5 million.
•Adjusted EBITDA is expected to be in the range of $44 million to $46 million.
Full Year 2026:
•Revenue is expected to be in the range of $612 million to $632 million.
•Adjusted EBITDA is expected to be in the range of $183 million to $191 million.
Based on our current outlook, we now expect full-year results to trend toward the lower end of our guidance ranges.
A reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure, is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to certain charges excluded from this non-GAAP measure; in particular, the measures and effects of stock-based compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in our stock price. It is important to note that these charges could be material to EverCommerce's results computed in accordance with GAAP.
Conference Call Information
EverCommerce’s management team will hold a conference call to discuss our second quarter 2026 results and outlook today, August 5, 2026, at 5:00 p.m. ET. Please visit the "Investor Relations" page of the Company's website (https://investors.evercommerce.com) for both telephonic and webcast access to this call as well as a copy of the presentation materials used on the call. An archive replay will be available following the conclusion of the call.
Investor Contact
Ryan Siurek
Chief Financial Officer
720-407-2888
IR@evercommerce.com
Media Contact
Jeanne Trogan
VP of Communications
737-465-2897
Press@evercommerce.com
About EverCommerce
EverCommerce (Nasdaq: EVCM) is an AI platform for the service economy, enabling more than 745,000 SMB customers worldwide with software that helps them schedule and manage work, communicate with customers and patients, bill and get paid, and build lasting customer relationships. With its EverPro, EverHealth, and EverWell brands specializing in the Home, Health, and Wellness service industries, EverCommerce delivers AI-driven workflows that matter most so service professionals can spend more time delivering great outcomes and less time on administrative work. Learn more at EverCommerce.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation, statements regarding our future operations and financial results, including our guidance, AI based tools and anticipated expansion efforts, future stock repurchases, our potential for growth and our strategy. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, our limited operating history and evolving business; our historical growth rates may not be sustainable or indicative of future growth; we have experienced net losses in the past and we may not achieve profitability in the future; we may continue to experience significant quarterly and annual fluctuations in our operating results due to a number of factors, which makes our future operating results difficult to predict; in order to support the growth of our business and our acquisition strategy, we may need to incur additional indebtedness or seek capital through new equity or debt financings; we may not be able to continue to expand our share of our existing vertical markets or expand into new vertical markets; we face intense competition in each of the industries in which we operate; the industries in which we operate are rapidly evolving and the market for technology-enabled services that empower SMBs is relatively immature and unproven; we are subject to economic and political risk, the business cycles of our clients and changes in the overall level of consumer and commercial spending, which could negatively impact our business, financial condition and results of operations; we are dependent on payment card networks, such as Visa and MasterCard, and payment processors, such as Worldpay and PayPal, and if we fail to comply with the applicable requirements of our payment networks or our payment processors, they can seek to fine us, suspend us or terminate our agreements and/or terminate our registrations through our bank sponsors; the inability to keep pace with rapid developments and changes in the electronic payments market or to introduce, develop and market new and enhanced versions of our software solutions; real or perceived errors, failures or bugs in our solutions; our and our third-party providers' exposure to cybersecurity risks and incidents; our use of AI technologies and evolving regulatory framework governing the use of such technologies; our estimated total addressable market is subject to inherent challenges and uncertainties; failure to effectively develop and expand our sales and marketing capabilities; impairment in the value of our goodwill or intangible assets; our information technology systems and our third-party providers’ information technology systems, including Worldpay, PayPal and other payment processing partners, may fail or our third-party providers may discontinue providing their services or technology generally or to us specifically; the impact of a future pandemic, epidemic or outbreak of an infectious disease on our business, financial condition and results of operations, as well as the business or operations of third parties with whom we conduct business; our success in achieving our objectives through acquisitions, divestitures or other strategic transactions; our revenues and profits generated through acquisitions may be less than anticipated, and we may fail to uncover all liabilities of acquisition targets; risks related to scrutiny on environmental sustainability and social initiatives; our ability to adequately protect or enforce our intellectual property and other proprietary rights; risk of patent, trademark and other intellectual property infringement claims; the impact of our use of AI technologies on our ability to obtain intellectual property protection in our solutions; risks related to governmental regulation and other legal obligations, particularly related to privacy, data protection and information security, and our actual or perceived failure to comply with such obligations; risks related to our sponsor stockholders agreement and qualifying as a “controlled company” under the rules of The Nasdaq Stock Market; as well as the other factors described in our Annual Report on Form 10-K for the year ended December 31, 2025 and updated by our other filings with the SEC. These factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.
Non-GAAP Financial Measures and Key Performance Metrics
EverCommerce has provided in this press release financial information that has not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). EverCommerce uses these non-GAAP financial measures internally in analyzing its financial results and believes that use of these non-GAAP financial measures is useful to investors as an additional tool to evaluate ongoing operating results and trends and in comparing EverCommerce’s financial results with other companies in its industry, many of which present similar non-GAAP financial measures. Unless otherwise indicated, all non-GAAP financial measures are presented on the basis of continuing operations only.
Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with EverCommerce’s consolidated financial statements prepared in accordance with GAAP. A reconciliation of EverCommerce’s historical non-GAAP financial measures to the most directly comparable GAAP measures has been provided in the financial statement tables included in this press release, and investors are encouraged to review the reconciliation.
Pro Forma Revenue, Pro Forma Subscription and Transaction Fees Revenue, Pro Forma Revenue Growth Rate, Pro Forma Subscription and Transaction Fees Revenue Growth Rate. Pro Forma Revenue, Pro Forma Subscription and Transaction Fees Revenue, Pro Forma Revenue Growth Rate, and Pro Forma Subscription and Transaction Fees Revenue Growth Rate are key performance measures that our management uses to assess our consolidated operating performance from continuing operations over time. Management also uses these metrics for planning and forecasting purposes.
Our year-over-year Pro Forma Revenue, Pro Forma Subscription and Transaction Fees Revenue, Pro Forma Revenue Growth Rate, and Pro Forma Subscription and Transaction Fees Revenue Growth Rate are 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, Pro Forma Subscription and Transaction Fees Revenue, Pro Forma Revenue Growth Rate, and Pro Forma Subscription and Transaction Fees 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, these metrics include 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, these metrics allow 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, Pro Forma Subscription and Transaction Fees Revenue, Pro Forma Revenue Growth Rate, and Pro Forma Subscription and Transaction Fees Revenue Growth Rate do not represent organic revenue generated by our business as it stood at the beginning of the respective period. Pro Forma Revenue, Pro Forma Subscription and Transaction Fees Revenue, Pro Forma Revenue Growth Rate, and Pro Forma Subscription and Transaction Fees Revenue Growth Rate 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 these metrics are 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. These metrics are particularly useful to management due to the number of acquired entities.
Adjusted Gross Profit. Adjusted Gross Profit is a key performance measure that our management uses to assess our operational performance, as it represents the results of revenues and direct costs, which are key components of our operations. We believe that this non-GAAP financial measure is useful to investors and other interested parties in analyzing our financial performance because it reflects the gross profitability of our operations, and excludes the indirect costs associated with our sales and marketing, product development, general and administrative activities, and depreciation and amortization, and the impact of our financing methods and income taxes.
Gross profit is calculated as total revenues less cost of revenues (exclusive of depreciation and amortization), amortization of developed technology, amortization of capitalized software and depreciation expense (allocated to cost of revenues). We calculate Adjusted Gross Profit as gross profit adjusted to exclude depreciation and amortization allocated to cost of revenues. Adjusted Gross Profit should be viewed as a measure of operating performance that is a supplement to, and not a substitute for, operating income or loss, net earnings or loss and other GAAP measures of income (loss) or profitability.
Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA and Adjusted EBITDA margin are key performance measures that our management uses to assess our financial performance and are also used for internal planning and forecasting purposes. We believe that these non-GAAP financial measures are useful to investors and other interested parties in analyzing our financial performance because they provide a comparable overview of our operations across historical periods. In addition, we believe that providing Adjusted EBITDA, together with a reconciliation of net income (loss) to Adjusted EBITDA, helps investors make comparisons between our company and other companies that may have different capital structures, different tax rates, and/or different forms of employee compensation.
Adjusted EBITDA and Adjusted EBITDA margin are used by our management team as additional measures of our performance for purposes of business decision-making, including managing expenditures, and evaluating potential acquisitions. Period-to-period comparisons of Adjusted EBITDA and Adjusted EBITDA margin help our management identify additional trends in our financial results that may not be shown solely by period-to-period comparisons of net income (loss) or income (loss) from continuing operations. In addition, we may use Adjusted EBITDA in the incentive compensation programs applicable to some of our employees. Our Management recognizes that Adjusted EBITDA has inherent limitations because of the excluded items, and may not be directly comparable to similarly titled metrics used by other companies.
We calculate Adjusted EBITDA as net income (loss) adjusted to exclude interest and other expense, net, income tax expense (benefit), depreciation and amortization, other amortization, stock-based compensation, and transaction-related and other non-recurring or unusual costs. Other amortization includes amortization for capitalized contract acquisition costs. Transaction-related costs are specific deal-related costs such as legal fees, financial and tax due diligence, consulting and escrow fees. Other non-recurring or unusual costs are expenses such as impairment charges, (gains) losses from divestitures, system implementation costs including amortization of cloud-based software implementation costs, executive separation costs, severance expense related to planned restructuring activities, and costs associated with integration and transformational improvements. Transaction-related and other non-recurring or unusual costs are excluded as they are not representative of our underlying operating performance. Adjusted EBITDA should be viewed as a measure of operating performance that is a supplement to, and not a substitute for, operating income or loss, net earnings or loss and other GAAP measures of income (loss).
EverCommerce Inc.
Condensed Consolidated Balance Sheets
(in thousands, except per share and share amounts)
(unaudited)
| | | | | | | | | | | |
| June 30, | | December 31, |
| 2026 | | 2025 |
| | | |
| Assets | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 133,496 | | | $ | 129,730 | |
| | | |
Accounts receivable, net of allowance for expected credit losses of $3.7 million and $3.6 million at June 30, 2026 and December 31, 2025, respectively | 37,681 | | | 37,046 | |
| Contract assets | 12,334 | | | 11,612 | |
| | | |
| Prepaid expenses and other current assets | 34,948 | | | 34,391 | |
| Total current assets | 218,459 | | | 212,779 | |
| Property and equipment, net | 6,033 | | | 5,744 | |
| Capitalized software, net | 66,925 | | | 58,968 | |
| Other non-current assets | 38,544 | | | 36,261 | |
| | | |
| Intangible assets, net | 141,950 | | | 164,240 | |
| Goodwill | 892,531 | | | 893,802 | |
| Total assets | 1,364,442 | | | 1,371,794 | |
| Liabilities and Stockholders’ Equity | | | |
| Current liabilities: | | | |
| Accounts payable | $ | 10,737 | | | $ | 5,125 | |
| Accrued expenses and other | 50,532 | | | 55,836 | |
| Deferred revenue | 22,101 | | | 21,670 | |
| Customer deposits | 13,051 | | | 12,519 | |
| Current maturities of long-term debt | 5,500 | | | 5,500 | |
| | | |
| Total current liabilities | 101,921 | | | 100,650 | |
| Long-term debt, net of current maturities and deferred financing costs | 515,442 | | | 517,891 | |
| Other non-current liabilities | 31,801 | | | 36,380 | |
| | | |
| Total liabilities | 649,164 | | | 654,921 | |
| | | |
| Stockholders’ equity: | | | |
Preferred stock, $0.00001 par value, 50,000,000 shares authorized and no shares issued or outstanding as of June 30, 2026 and December 31, 2025 | — | | | — | |
Common stock, $0.00001 par value, 2,000,000,000 shares authorized and 176,601,707 and 178,111,971 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively | 2 | | | 2 | |
| Accumulated other comprehensive loss | (14,288) | | | (12,686) | |
| Additional paid-in capital | 1,356,142 | | | 1,373,022 | |
| Accumulated deficit | (626,578) | | | (643,465) | |
| Total stockholders’ equity | 715,278 | | | 716,873 | |
| Total liabilities and stockholders’ equity | $ | 1,364,442 | | | $ | 1,371,794 | |
EverCommerce Inc.
Condensed Consolidated Statements of Operations and Comprehensive Income
(in thousands, except per share and share amounts)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| | | | | | | |
| Revenues: | | | | | | | |
| Subscription and transaction fees | $ | 147,350 | | | $ | 142,841 | | | $ | 289,449 | | | $ | 280,620 | |
| | | | | | | |
| Other | 4,667 | | | 5,174 | | | 10,033 | | | 9,668 | |
Total revenues | 152,017 | | | 148,015 | | | 299,482 | | | 290,288 | |
| Operating expenses: | | | | | | | |
| Cost of revenues (exclusive of depreciation and amortization presented separately below) | 32,517 | | | 33,395 | | | 65,201 | | | 64,583 | |
| Sales and marketing | 33,724 | | | 30,611 | | | 66,811 | | | 59,394 | |
| Product development | 21,396 | | | 19,497 | | | 42,595 | | | 39,460 | |
| General and administrative | 31,642 | | | 32,121 | | | 64,314 | | | 63,402 | |
| Depreciation and amortization | 15,264 | | | 16,589 | | | 30,379 | | | 33,357 | |
Loss on sale and impairments | — | | | — | | | 131 | | | 85 | |
Total operating expenses | 134,543 | | | 132,213 | | | 269,431 | | | 260,281 | |
Operating income | 17,474 | | | 15,802 | | | 30,051 | | | 30,007 | |
| Interest and other expense, net | (6,286) | | | (8,798) | | | (11,060) | | | (21,557) | |
Net income from continuing operations before income tax expense | 11,188 | | | 7,004 | | | 18,991 | | | 8,450 | |
| Income tax expense | (1,472) | | | (1,243) | | | (2,104) | | | (1,755) | |
Net income from continuing operations | 9,716 | | | 5,761 | | | 16,887 | | | 6,695 | |
| Income (loss) from discontinued operations, net of income tax | — | | | 2,392 | | | — | | | (6,255) | |
| Net income | 9,716 | | | 8,153 | | | 16,887 | | | 440 | |
| Other comprehensive income: | | | | | | | |
| Foreign currency translation (loss) gain, net | (741) | | | 4,009 | | | (1,602) | | | 4,486 | |
| Comprehensive income | $ | 8,975 | | | $ | 12,162 | | | $ | 15,285 | | | $ | 4,926 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Basic net income (loss) per share attributable to common stockholders: | | | | | | | |
| Continuing operations | $ | 0.05 | | | $ | 0.03 | | | $ | 0.10 | | | $ | 0.04 | |
| Discontinued operations | — | | | 0.01 | | | — | | | (0.04) | |
| Total | $ | 0.05 | | | $ | 0.04 | | | $ | 0.10 | | | $ | — | |
| | | | | | | |
| Diluted net income (loss) per share attributable to common stockholders: | | | | | | | |
| Continuing operations | $ | 0.05 | | | $ | 0.03 | | | $ | 0.09 | | | $ | 0.04 | |
| Discontinued operations | — | | | 0.01 | | | — | | | (0.04) | |
| Total | $ | 0.05 | | | $ | 0.04 | | | $ | 0.09 | | | $ | — | |
| | | | | | | |
| Weighted-average shares of common stock outstanding used in computing net income (loss) per share: | | | | | | | |
| Basic | 176,929,675 | | | 182,600,189 | | | 177,302,643 | | | 183,031,556 | |
| Diluted | 178,792,743 | | | 184,240,814 | | | 179,734,330 | | | 184,838,467 | |
EverCommerce Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited) | | | | | | | | | | | |
| Six months ended June 30, |
| 2026 | | 2025 |
| | | |
| Cash flows provided by operating activities: | | | |
| Net income | $ | 16,887 | | | $ | 440 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | |
| Depreciation and amortization | 30,379 | | | 34,549 | |
| | | |
| Stock-based compensation expense | 11,650 | | | 15,210 | |
| Deferred taxes | 1,238 | | | 136 | |
| Amortization of deferred financing costs and non-cash interest | 587 | | | 806 | |
Loss on sale and impairments | 131 | | | 9,106 | |
| Bad debt expense | 2,269 | | | 2,365 | |
(Gain) loss on interest rate swap valuation adjustments | (5,034) | | | 6,007 | |
| Change in contingent consideration liability | 2,232 | | | — | |
| Other non-cash items | 1,753 | | | (58) | |
| Changes in operating assets and liabilities: | | | |
| Accounts receivable, net | (2,986) | | | (8,065) | |
| Prepaid expenses and other current assets | (1,595) | | | (4,634) | |
| Other non-current assets | (987) | | | (552) | |
| Accounts payable | 5,641 | | | (2,702) | |
| Accrued expenses and other | (6,585) | | | 6,896 | |
| Deferred revenue | 547 | | | 2,007 | |
| Other non-current liabilities | (2,982) | | | (3,852) | |
| Net cash provided by operating activities | 53,145 | | | 57,659 | |
| Cash flows used in investing activities: | | | |
| Purchases of property and equipment | (1,485) | | | (992) | |
| Capitalization of software costs | (15,579) | | | (12,668) | |
| Proceeds from disposition of fitness solutions, net of transaction costs, cash and restricted cash | — | | | (85) | |
| | | |
| Net cash used in investing activities | (17,064) | | | (13,745) | |
| Cash flows used in financing activities: | | | |
| Payments on long-term debt | (2,750) | | | (2,750) | |
| | | |
| | | |
| Exercise of stock options, net | 2,314 | | | 6,212 | |
| | | |
| Proceeds from common stock issuance for Employee Stock Purchase Plan | 1,528 | | | 1,562 | |
| Employee taxes paid for RSU withholdings | (3,642) | | | (2,997) | |
| Repurchase and retirement of common stock | (28,567) | | | (31,603) | |
| | | |
| Net cash used in financing activities | (31,117) | | | (29,576) | |
| Effect of foreign currency exchange rate changes on cash | (1,198) | | | 940 | |
Net increase in cash, cash equivalents and restricted cash, including cash and restricted cash classified as held for sale | 3,766 | | | 15,278 | |
| Cash, cash equivalents and restricted cash, including cash and restricted cash classified as held for sale: | | | |
| Beginning of period | 129,730 | | | 135,782 | |
| End of period | $ | 133,496 | | | $ | 151,060 | |
| Supplemental disclosures of cash flow information: | | | |
| Cash paid for interest | $ | 15,645 | | | $ | 18,244 | |
| Cash paid for income taxes | $ | 1,595 | | | $ | 2,561 | |
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EverCommerce Inc.
Non-GAAP Financial Measures and Key Performance Metrics
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| |
| | | | | | | |
| Pro Forma Revenue: | | | | | | | |
| Revenue | $ | 152,017 | | $ | 148,015 | | $ | 299,482 | | $ | 290,288 |
Plus acquisition revenue (1) | — | | 1,018 | | — | | 1,939 |
| Pro Forma Revenue | $ | 152,017 | | | $ | 149,033 | | | $ | 299,482 | | | $ | 292,227 | |
(1) Acquisition revenue includes the estimated revenue associated with ZyraTalk prior to the September 15, 2025 acquisition date (see the Pro Forma Revenue and Pro Forma Revenue Growth Rate definition under Non-GAAP financial measures and Key Performance Metrics). |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| |
| | | | | | | |
| Pro Forma Subscription and Transaction Fees Revenue: | | | | | | | |
| Subscription and transaction fees revenue | $ | 147,350 | | $ | 142,841 | | $ | 289,449 | | $ | 280,620 |
| | | | | | | |
| | | | | | | |
Plus acquisition revenue (1) | — | | 1,018 | | — | | 1,939 |
| Pro Forma Subscription and Transaction Fees Revenue | $ | 147,350 | | $ | 143,859 | | $ | 289,449 | | $ | 282,559 |
(1) Acquisition revenue includes the estimated revenue associated with ZyraTalk prior to the September 15, 2025 acquisition date (see the Pro Forma Subscription and Transaction Fees Revenue and Pro Forma Subscription and Transaction Fees Revenue Growth Rate definition under Non-GAAP financial measures and Key Performance Metrics). |
| | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| (in thousands) |
| | | | | | | |
| Reconciliation from Gross Profit to Adjusted Gross Profit: | | | | | | | |
| Gross profit from continuing operations | $ | 114,468 | | | $ | 110,067 | | | $ | 224,352 | | | $ | 216,500 | |
| Depreciation and amortization | 5,032 | | | 4,553 | | | 9,929 | | | 9,205 | |
| Adjusted gross profit from continuing operations | $ | 119,500 | | | $ | 114,620 | | | $ | 234,281 | | | $ | 225,705 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| (in thousands) |
| | | | | | | |
Reconciliation from Net Income to Adjusted EBITDA: | | | | | | | |
Net income from continuing operations | $ | 9,716 | | | $ | 5,761 | | | $ | 16,887 | | | $ | 6,695 | |
| Adjusted to exclude the following: | | | | | | | |
| Interest and other expense, net | 6,286 | | | 8,798 | | | 11,060 | | | 21,557 | |
| Income tax expense | 1,472 | | | 1,243 | | | 2,104 | | | 1,755 | |
| Depreciation and amortization | 15,264 | | | 16,589 | | | 30,379 | | | 33,357 | |
| Other amortization | 1,754 | | | 1,541 | | | 3,456 | | | 3,023 | |
| Stock-based compensation expense | 5,769 | | | 8,072 | | | 11,650 | | | 14,827 | |
| Transaction-related and other non-recurring or unusual costs | 4,281 | | | 2,953 | | | 9,675 | | | 8,688 | |
| Adjusted EBITDA from continuing operations | $ | 44,542 | | | $ | 44,957 | | | $ | 85,211 | | | $ | 89,902 | |