FALSE 0001853145 0001853145 2024-12-13 2024-12-13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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): December 13, 2024

EVERCOMMERCE INC.
(Exact name of registrant as specified in its charter)

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, include 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:

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ | 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 1.01 Entry Into a Material Definitive Agreement.
On December 13, 2024, certain subsidiaries of EverCommerce Inc. entered into Amendment No. 3 (the “Amendment”) to the Credit Agreement, dated as of July 6, 2021, among EverCommerce Intermediate Inc., EverCommerce Solutions Inc. (the “Borrower”), Royal Bank of Canada, as administrative agent and collateral agent, and the other parties and lenders party thereto (as amended, the “Credit Agreement”). The Amendment, among other things, refinanced the existing class of term loans outstanding under the Credit Agreement in full primarily to eliminate the credit spread adjustment with respect to Term SOFR Loans and reduce the applicable margin by 50 basis points with respect to all term loans.
Pursuant to the Amendment, the existing $533.5 million term loan facility was refinanced in its entirety with a new class of Term B-1 Loans in an aggregate principal amount of $533.5 million. The Term B-1 Loans bear interest, at the Borrower’s election, at (x) Term SOFR plus an applicable margin of 2.50%, with a minimum Term SOFR rate of 0.50% or (y) Alternate Base Rate plus an applicable margin of 1.50%, with a minimum Alternate Base Rate of 1.50%, in each case, with no step-downs. The credit spread adjustment with respect to Term SOFR Loans was removed in connection with the Amendment. The Term B-1 Loans priced at par. Proceeds of the Term B-1 Loans were used to refinance the existing term loans outstanding under the Credit Agreement immediately prior to giving effect to the Amendment.
The foregoing description of the Amendment is a summary and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
The information set forth above in Item 1.01 is incorporated by reference in this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No. |  | Description
10.1 |  | Amendment No. 3, dated as of December 13, 2024, to the Credit Agreement, dated as of July 6, 2021, among EverCommerce Intermediate Inc., EverCommerce Solutions Inc., Royal Bank of Canada, as administrative agent and collateral agent, and the other parties and lenders party thereto
104 |  | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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.

|  | EVERCOMMERCE INC.
Date: December 16, 2024 |  | By: |  | /s/ Lisa Storey
|  |  |  | Lisa Storey
|  |  |  | Chief Legal Officer