EVCM

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How EVCM rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

68%

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150

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+291

words, now 29,110

New in FY2025

These risks and challenges include our ability to: • attract new and digitally-inclined service SMBs to the EverCommerce platform; • retain existing customers and leverage cross-sell and upsell opportunities; • successfully update the EverCommerce platform, including expanding into new verticals and international markets and integrating additional solution capabilities to further benefit our service SMB customers and enhance the end-customer experience; I-11 • expand through future acquisitions and successfully identify and integrate acquired entities, services and technologies; • hire, integrate and retain talented people at all levels of our organization; • comply with existing and new laws and regulations applicable to our business and in the industries in which we participate; • anticipate and respond to macroeconomic changes, changes within the existing and future industries in which we participate, including the Home Services, Health Services and Wellness industries, and changes in the markets in which we operate; • foresee and manage market volatility impacts on market value; • react to challenges from existing and new competitors; • improve and enhance the value of our reputation and brand; • effectively manage our growth; and • maintain and improve the infrastructure underlying the EverCommerce platform, including our software, websites, mobile applications and data centers, as well as our cybersecurity and data protection measures.
If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition and results of operations would be adversely affected.
Our historical growth rates may not be sustainable or indicative of future growth.
Our revenue has grown at a CAGR of 7.1% from 2022 to 2025, and reached $588.9 million for the year ended December 31, 2025, up from $562.2 million for the year ended December 31, 2024, which represents revenue growth of 4.8% from 2024 to 2025.
Our net income from continuing operations was $18.2 million and a net loss from continuing operations of $15.2 million for the years ended December 31, 2025 and 2024, respectively.
Our operating expenses may increase substantially in the foreseeable future as we continue to invest to grow our business and build relationships I-12 with or clients and partners, develop new solutions and comply with requirements of being a public company.
Factors that may affect our operating results and the ability to predict our future results and trajectory include: • our ability to increase sales to existing customers and to renew agreements with our existing customers at comparable prices; • our ability to attract new customers with greater needs for our services; • changes in our pricing policies or those of our competitors, or pricing pressure on our software and related services; • periodic fluctuations in demand for our software and services and volatility in the sales of our solutions and services; • the success or failure of our acquisition or divestiture strategy; • our ability to timely develop and implement new solutions and services, as well as improve and enhance existing solutions and services, in a manner that meets customer requirements; • our ability to hire, train and retain key personnel; • any significant changes in the competitive dynamics of our market, including new entrants or substantial discounting of products or services; • our ability to control costs, including our operating expenses; • any significant change in our facilities-related costs; • the timing of hiring personnel and of large expenses such as those for third-party professional services; • technological developments, including new uses for generative AI; • general economic conditions; • our ability to appropriately resolve any disputes relating to our intellectual property; and • the impact of a recession, pandemic or any other adverse global economic conditions on our business.
Our net cash provided by operating activities was $111.5 million in 2025 and $113.2 million in 2024.
We had cash and cash equivalents of $129.7 million and no restricted cash as of December 31, 2025.
Our future capital requirements may be significantly different from our current estimates and will depend on many factors, including the need to: • finance unanticipated working capital requirements; • acquire complementary businesses, technologies, solutions or services; I-13 • develop or enhance our technological infrastructure and our existing solutions and services; • fund strategic relationships, including joint ventures and co-investments; • respond to competitive pressures; and • manage costs associated with any adverse market conditions or other macroeconomic factors.
Further, we maintain the majority of our cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and our deposits at certain of these institutions exceed insured limits.
We may not be able to successfully identify suitable acquisition or partnership candidates in the future, and if we do, they may not provide us with the benefits we anticipated.
Horizontal competitors include Salesforce for CRM, Intuit for financial products, and Square for payments.
I-14 We may also potentially face competition from our current partners.
These projects carry risks, such as cost overruns, delays in delivery, performance problems and lack of acceptance by our clients, which could adversely impact our business, results of operations and financial condition.
Pursuant to these agreements with payment processors, we are registered with the card networks as an independent sales organization (“ISO”) of our I-15 sponsor bank(s) or as a payment facilitator(s), and are subject to the requirements of our bank sponsors, payment processors, as well as the card network rules and certain other obligations.
We are also subject to the operating rules of the National Automated Clearing House Association (“NACHA”), a self-regulatory organization which administers and facilitates private-sector operating rules for ACH payments and defines the roles and responsibilities of financial institutions and other ACH network participants.
Payment-related transactions comprised approximately 20% of our revenue in 2025.
I-16 The solutions and services we deliver are designed to process complex transactions and provide reports and other information on those transactions, all at very high volumes and processing speeds.
We and our third-party providers are exposed to cybersecurity risks and incidents which may result in damage to our brand and reputation, material financial penalties, and legal liability, which could in turn materially adversely affect our business, results of operations, and financial condition.
We rely on computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are critical to our business (collectively, “IT Systems”).
We own and manage some of these IT Systems but also rely on third parties for a range of IT Systems and related products and services.
We and certain of our third-party providers collect, maintain and process data about customers, employees, business partners and others, including information about individuals such as payment card information, as well as proprietary information belonging to our business such as trade secrets (collectively, “Confidential Information”).
Our IT Systems, Confidential Information, products and services have been and will continue to be targets of cyber-attacks aimed at sabotage, disruption and/or compromise.
Threats come from diverse sources, including criminal hackers, hacktivists, state-sponsored groups, industrial espionage actors and insiders.
These actors leverage numerous tactics, such as cyber-extortion, ransomware, social engineering (e.g., phishing), the introduction of computer viruses or other malware and even the physical intrusion and/or destruction of IT and infrastructure assets.
The techniques used to gain unauthorized, improper, or illegal access to systems and information (including personal data), disable or degrade services, or sabotage systems are constantly evolving and have become increasingly complex and sophisticated.
These techniques are difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target.
Even if identified, we may be unable to adequately investigate or remediate incidents or breaches due to attackers increasingly using tools, such as artificial intelligence (“AI”), that are designed to circumvent controls, avoid detection, and remove or obfuscate forensic evidence.
In addition, we identify and track known security vulnerabilities in our (and third-party) software and services that are deployed in our business, and we cannot guarantee that patches or other measures will be comprehensively applied before such vulnerabilities can be exploited by a threat actor.
Because certain of our products are integrated with our customers’ systems, the circumvention or failure of our protective measures could compromise the confidentiality, integrity, and availability of our customers’ own systems and/or information.
In addition, there can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT systems and Confidential Information.
I-17 We have experienced cyber-attacks and other security incidents involving access to IT Systems and Confidential Information, and will continue to experience such attacks and incidents to varying degrees.
To date, no attacks or incidents either individually or in the aggregate has materially impacted our operations, financial condition or business.
Although we and our service providers deploy security measures in relation to our IT Systems and Confidential Information, no measures can guarantee protection against all cyber-attacks and security incidents.
A serious breach of our IT Systems, Confidential Information, or a third-party system upon which we rely may subject us to material losses or liability, including, for example, as a result of the following: payment network fines; assessments and claims for unauthorized purchases with misappropriated credit, debit or card information; impersonation or other similar fraud claims; regulatory investigations, fines and penalties; litigation (including class action) costs, damages and injunctive relief; significant harm to our brand and reputation; loss of existing clients and potential clients from using electronic payments generally and our solutions and services specifically, thus reducing our revenue; costs to correct any breaches or failures; and significant uninsured liabilities and costs.
Although we generally require that our agreements with our distribution partners and service providers who have access to our IT Systems and/or Confidential Information include confidentiality obligations that restrict these parties from using such access or disclosing such information except as necessary to perform their services under the applicable agreements, there can be no assurance that these contractual measures will prevent the unauthorized use or disclosure of Confidential Information, nor can we be sure that such third parties would be willing or able to satisfy liabilities arising from their breach of these agreements.
In addition, our agreements with our bank sponsors (as well as payment network requirements) require us to take certain protective measures to ensure the confidentiality of Confidential Information.
Additionally, we are responsible both for our own business and to a significant degree for acts and omissions by certain of our distribution partners and third-party vendors under the rules and regulations established by the payment networks, such as Visa, MasterCard, Discover and American Express and the debit networks.
We and other third parties collect, process, store and transmit Confidential Information, including financial and payment card information, and we have ultimate liability to the payment networks and member financial institutions that register us with the payment networks for our failure, or the failure of certain distribution partners and third parties with whom we contract, to protect this Confidential Information, in accordance with payment network requirements.

and 110 more.

Gone since FY2024

These risks and challenges include our ability to: • attract new and digitally-inclined service SMBs to the EverCommerce platform; • retain existing customers and leverage cross-sell and upsell opportunities; • successfully update the EverCommerce platform, including expanding into new verticals and international markets and integrating additional solution capabilities to further benefit our service SMB customers and enhance the end-customer experience; • expand through future acquisitions and successfully identify and integrate acquired entities, services and technologies; • hire, integrate and retain talented people at all levels of our organization; • comply with existing and new laws and regulations applicable to our business and in the industries in which we participate; • anticipate and respond to macroeconomic changes, changes within the existing and future industries in which we participate, including the Home Services, Health Services and Wellness industries, and changes in the markets in which we operate; • foresee and manage market volatility impacts on market value; • react to challenges from existing and new competitors; • improve and enhance the value of our reputation and brand; • effectively manage our growth; and • maintain and improve the infrastructure underlying the EverCommerce platform, including our software, websites, mobile applications and data centers, as well as our cybersecurity and data protection measures.
If our assumptions regarding I-12 these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition and results of operations would be adversely affected.
Our recent growth rates may not be sustainable or indicative of future growth.
Our revenue has grown at a CAGR of 12.5% from 2021 to 2024, and reached $698.8 million for the year ended December 31, 2024, up from $675.4 million for the year ended December 31, 2023, which represents revenue growth of 3.5% from 2023 to 2024.
Our net loss was $41.1 million and $45.6 million for the years ended December 31, 2024 and 2023, respectively.
Our operating expenses may increase substantially in the foreseeable future as we continue to invest to grow our business and build relationships with or clients and partners, develop new solutions and comply with requirements of being a public company.
Factors that may affect our operating results and the ability to predict our future results and trajectory include: • our ability to increase sales to existing customers and to renew agreements with our existing customers at comparable prices; • our ability to attract new customers with greater needs for our services; • changes in our pricing policies or those of our competitors, or pricing pressure on our software and related services; • periodic fluctuations in demand for our software and services and volatility in the sales of our solutions and services; • the success or failure of our acquisition or divestiture strategy; • our ability to timely develop and implement new solutions and services, as well as improve and enhance existing solutions and services, in a manner that meets customer requirements; • our ability to hire, train and retain key personnel; I-13 • any significant changes in the competitive dynamics of our market, including new entrants or substantial discounting of products or services; • our ability to control costs, including our operating expenses; • any significant change in our facilities-related costs; • the timing of hiring personnel and of large expenses such as those for third-party professional services; • technological developments, including new uses for generative AI; • general economic conditions; • our ability to appropriately resolve any disputes relating to our intellectual property; and • the impact of a recession, pandemic or any other adverse global economic conditions on our business.
Our net cash provided by operating activities was $113.2 million in 2024 and $104.6 million in 2023.
We had cash and cash equivalents of $135.8 million and no restricted cash as of December 31, 2024.
Our future capital requirements may be significantly different from our current estimates and will depend on many factors, including the need to: • finance unanticipated working capital requirements; • acquire complementary businesses, technologies, solutions or services; • develop or enhance our technological infrastructure and our existing solutions and services; • fund strategic relationships, including joint ventures and co-investments; • respond to competitive pressures; and • manage costs associated with any adverse market conditions or other macroeconomic factors.
Further, the Company maintains the majority of its cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and our deposits at certain of these institutions exceed insured limits.
We may not be able to successfully I-14 identify suitable acquisition or partnership candidates in the future, and if we do, they may not provide us with the benefits we anticipated.
Horizontal competitors include Salesforce for CRM, Intuit for financial products, Square for payments and HubSpot for marketing-related solutions.
We may also potentially face competition from our current partners.
These projects I-15 carry risks, such as cost overruns, delays in delivery, performance problems and lack of acceptance by our clients, which could adversely impact our business, results of operations and financial condition.
Pursuant to these agreements with payment processors, we are registered with the card networks as an independent sales organization (“ISO”) of our sponsor bank(s) or as a payment facilitator(s), and are subject to the requirements of our bank sponsors, payment processors, as well as the card network rules and certain other obligations.
We are also subject to the operating rules of the National Automated Clearing House Association (“NACHA”), a self-regulatory organization which administers and facilitates private-sector operating rules for ACH payments and defines the roles and I-16 responsibilities of financial institutions and other ACH network participants.
Payment-related transactions comprised approximately 17% of our revenue in 2024.
The solutions and services we deliver are designed to process complex transactions and provide reports and other information on those transactions, all at very high volumes and processing speeds.
I-17 Unauthorized disclosure, destruction or modification of data, disruption of our software or services or cyber breaches could expose us to liability, protracted and costly litigation and damage our reputation.
We are responsible both for our own business and to a significant degree for acts and omissions by certain of our distribution partners and third-party vendors under the rules and regulations established by the payment networks, such as Visa, MasterCard, Discover and American Express and the debit networks.
We and other third parties collect, process, store and transmit sensitive data, such as names, addresses, social security numbers, credit or debit card numbers and expiration dates or other payment card information, drivers’ license numbers and bank account numbers, and we have ultimate liability to the payment networks and member financial institutions that register us with the payment networks for our failure, or the failure of certain distribution partners and third parties with whom we contract, to protect this data in accordance with payment network requirements.
Although we maintain liability insurance coverage, there can be no assurance that such coverage will cover any claim, prove to be adequate or continue to remain available on acceptable terms, if at all.
The loss, destruction or unauthorized modification of client or cardholder data could result in significant fines, sanctions and proceedings or actions against us by the payment networks, payment processors, sponsor banks, governmental bodies, our customers, our clients’ customers or others, which could have a material adverse effect on our business, financial condition and results of operations.
In addition, our products and services have been and may in the future be targets of cyber-attacks that attempt to sabotage or otherwise disable them, and the defensive and preventative measures we take ultimately may not be able to effectively detect, prevent, or protect against or otherwise mitigate losses from all cyber-attacks.
Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage and insider threats.
Certain efforts may be supported by significant financial and technological resources, making them even more sophisticated and difficult to detect.
Numerous and evolving cybersecurity threats, including advanced and persisting cyber-attacks, cyber-extortion, ransomware attacks, spear phishing and social engineering schemes, the introduction of computer viruses or other malware and the physical destruction of all or portions of our information technology and infrastructure could compromise the confidentiality, availability and integrity of the data in our systems.
Despite our efforts to create security barriers against such threats, it is virtually impossible for us to eliminate these risks entirely.
Any such breach could compromise our networks or the products we offer our customers, creating system disruptions or slowdowns and exploiting security vulnerabilities of our products.
Additionally, the information stored on our networks could be accessed, publicly disclosed, lost or stolen, any of which could subject us to liability and cause us financial harm.
These breaches, or any perceived breach, may also result in reporting obligations, damage to our reputation, negative publicity, loss of key partners, customers and transactions, increased remedial costs, or costly litigation, and may therefore adversely impact market acceptance of our products and services and may seriously affect our business, financial condition or results of operations.
An increasing number of organizations, including large merchants, businesses, technology companies and financial institutions, as well as government institutions, have disclosed breaches of their information security systems, some of which have involved sophisticated and highly targeted attacks on their websites, mobile applications and infrastructure.
The techniques used to obtain unauthorized, improper, or illegal access to systems and information (including customers’ personal data), disable or degrade service, or sabotage systems are constantly evolving and have become increasingly complex and sophisticated, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target.
Even if identified, we may be unable to adequately investigate or remediate incidents or breaches due to attackers increasingly using tools and techniques that are designed to circumvent controls, avoid detection, and remove or obfuscate forensic evidence.
We have been and could in the future be subject to breaches of security by hackers or other malicious actors.
Although we proactively employ multiple measures to defend our systems against intrusions and attacks and to protect the data we collect, our measures may not prevent unauthorized access or use of sensitive data.
We experience cyber-attacks and other security incidents of varying degrees from time to time, though none which individually or in the aggregate has led to costs or consequences which have materially impacted our operations or business.
We may be required to expend significant additional resources in our efforts to modify or enhance our protective measures against evolving threats.
A breach of our system or a third-party system upon which we rely may subject us to material losses or liability, including payment network fines, assessments and claims for unauthorized purchases with misappropriated credit, debit or card information, impersonation or other similar fraud claims.

and 104 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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