Acquisition and Disposition

3 Months Ended

Mar. 31, 2026

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Acquisition and Disposition

Note 3. Acquisition and Disposition

ZyraTalk Acquisition

On September 15, 2025, the Company 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 an additional $6.5 million of contingent consideration which could be paid over the next three years related to post-combination employment services. The acquisition helps to establish EverCommerce as an AI-driven innovator, beginning with near-term application in its Home Services vertical, EverPro, and the Company plans to extend ZyraTalk into broader opportunities across its other verticals.

The Company accounted for the acquisition as a business combination under ASC 805, Business Combinations. Accordingly, the Company recorded identifiable assets acquired and liabilities assumed at their acquisition date estimated fair values, with any excess consideration recognized as goodwill. Goodwill primarily represents the value associated with the assembled workforce and expected synergies subsumed into goodwill. The goodwill recognized as a result of the acquisition of ZyraTalk is deductible for income tax purposes.

The Company measured the identifiable assets and liabilities assumed at their acquisition date estimated fair values separately from goodwill, which represent Level 3 fair value measurements as defined in ASC 820, Fair Value Measurement. The estimated fair values were determined by management using the assistance of third-party valuation specialists. The valuation methods used to determine the estimated fair value of intangible assets included the income approach---relief from royalty method for trademarks and developed technology with estimated useful lives of five years, and the income approach---multi period excess earnings method for customer relationships with an estimated useful life of nine years. A number of assumptions and estimates were involved in the application of these valuation methods, including revenue forecasts, expected competition, costs of revenues, obsolescence, tax rates, capital spending, customer attrition rates, discount rates and working capital changes. Cash flow forecasts were generally based on pre-acquisition forecasts coupled with estimated revenues and cost synergies available to a market participant.

The terms of the acquisition allows for an adjustment to the purchase price to be made subsequent to the transaction closing date based on the actual amount of working capital and cash delivered to the Company. The consideration paid and purchase price allocations disclosed reflect the effects of these adjustments.

The financial results of ZyraTalk since the closing through March 31, 2026, were not material to the Company’s consolidated financial statements, nor were they material to the Company’s prior period consolidated results on a pro forma basis.

The following table summarizes the estimated fair values of consideration transferred, assets acquired and liabilities assumed at the acquisition date.

	September 15, 2025
	(in thousands)
Total consideration transferred:
Cash	$	35,971
Net assets acquired:
Cash and cash equivalents	$	197
Accounts receivable, trade	18
Prepaid expenses and other current assets	29
Intangible-definite lived	6,870
Goodwill	29,036
Accrued expenses and other	(45)
Deferred revenue	(134)
Total net assets acquired	$	35,971

Marketing Technology Solutions Disposition

On October 31, 2025, the Company completed the sale of its marketing technology solutions business to Ignite Visibility for approximately $45.0 million in cash, subject to certain closing adjustments, as part of its previously announced strategic review. The Company determined that its marketing technology solutions met the criteria for discontinued operations reporting effective in the first quarter 2025. The results of operations of marketing technology solutions are presented as discontinued operations on the unaudited condensed consolidated statements of operations and comprehensive income (loss) through the date of sale. During the three months ended March 31, 2025, we recognized an impairment charge of $9.4 million, comprised of a goodwill impairment charge of $6.9 million and a valuation allowance of $2.6 million to adjust the carrying value of the marketing technology disposal group to estimated fair value less cost to sell, which is included in loss on held for sale and impairments within discontinued operations on our unaudited condensed consolidated statements of operations and comprehensive income (loss).

The following table summarizes the results of operations of marketing technology solutions reported as discontinued operations:

	Three months ended March 31,
	2026		2025
	(in thousands)
Total revenues	$	—	$	28,632
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization presented separately below)	—		20,661
Sales and marketing	—		2,702
Product development	—		1,086
General and administrative	—		2,283
Depreciation and amortization	—		1,191
Loss on held for sale and impairments	—		9,433
Total operating expenses	—		37,356
Operating loss	—		(8,724)
Other income, net	—		3
Net loss before income tax benefit	—		(8,721)
Income tax benefit	—		74
Loss from discontinued operations, net of income tax	$	—	$	(8,647)

The following table presents the significant non-cash items related to discontinued operations that are included in the accompanying statements of cash flows:

		Three months ended March 31,
		2026		2025
	(in thousands)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		$	—	$	1,191
Share-based compensation		—		182
Loss on assets held for sale and impairments		—		9,433

In connection with the sale, we entered into a transition services agreement (“TSA”) with Ignite Visibility to provide services including information technology, finance, and accounting support. During the three months ended March 31, 2026, we recorded $0.5 million of income related to support services provided under the TSA, which is included in interest income and expense, net on our unaudited condensed consolidated statements of operations and comprehensive income (loss). As of March 31, 2026, we had a receivable of $0.8 million related to amounts due under the TSA, which is included in prepaid expenses and other current assets on our unaudited condensed consolidated balance sheets.