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Acquisition and Dispositions | 12 Months Ended
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Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
Acquisition and Dispositions | Note 3. Acquisition and Dispositions 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 $36.1 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 and Field 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 has preliminarily 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, and this evaluation is not yet final. 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 purchase price allocation for the acquisition is preliminary and subject to revision with estimated amounts related to working capital, the valuation of intangible assets and liabilities acquired, and provisional amounts related to tax and other items. Additional information that existed as of the acquisition date but at the time was unknown to the Company may become known to the Company during the remainder of the measurement period, which is not to exceed 12 months from the acquisition date. The financial results of ZyraTalk since the closing through December 31, 2025, 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 |  | $ | 36,053 |
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 |  | 29,118 |
Accrued expenses and other |  | (45) |
Deferred revenue |  | (134) |
Total net assets acquired |  | $ | 36,053 |
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. As such, the assets and liabilities of the disposal group were classified as held for sale on our consolidated balance sheets as of December 31, 2024. The results of operations of marketing technology solutions are presented as discontinued operations on the consolidated statements of operations and comprehensive income (loss) through the date of sale. During the year ended December 31, 2025, we recognized a loss of $1.1 million related to the sale of marketing technology solutions and a goodwill impairment charge of $6.9 million, which are included in loss on sale and impairments within discontinued operations on our consolidated statements of operations and comprehensive income (loss). During the fourth quarter of 2024, in conjunction with our review of strategic alternatives for our marketing technology solutions, the Company evaluated the recoverability of our marketing technology reporting unit and determined that the estimated fair value was insufficient to recover the net carrying value of the reporting unit resulting in an impairment charge of approximately $28.1 million during the year ended December 31, 2024, which is included in accumulated impairment losses. The following table summarizes the results of operations of marketing technology solutions reported as discontinued operations:
| Twelve Months Ended December 31,
| 2025 |  | 2024 |  | 2023
| (in thousands)
Total revenues | $ | 107,190 |  |  | $ | 136,580 |  |  | $ | 140,498 |
Operating expenses: |  |  |  |  |
Cost of revenues (exclusive of depreciation and amortization presented separately below) | 78,150 |  |  | 103,592 |  |  | 103,602 |
Sales and marketing | 8,053 |  |  | 8,407 |  |  | 9,869 |
Product development | 3,963 |  |  | 3,494 |  |  | 3,470 |
General and administrative | 8,248 |  |  | 10,824 |  |  | 8,882 |
Depreciation and amortization | 1,191 |  |  | 8,174 |  |  | 9,329 |
Loss on held for sale and impairments | 8,031 |  |  | 28,039 |  |  | — |
Total operating expenses | 107,636 |  |  | 162,530 |  |  | 135,152 |
Operating (loss) income | (446) |  |  | (25,950) |  |  | 5,346 |
Other income, net | 3 |  |  | 1 |  |  | 1 |
Net (loss) income before income tax (expense) benefit | (443) |  |  | (25,949) |  |  | 5,347 |
Income tax (expense) benefit | (162) |  |  | 57 |  |  | (262) |
(Loss) income from discontinued operations, net of income tax | $ | (605) |  |  | $ | (25,892) |  |  | $ | 5,085 |
The components of assets and liabilities classified as held for sale on the consolidated balance sheets were as follows:
|  |  |  | December 31,
|  |  |  | 2024
|  |  |  | (in thousands)
Assets: |  |  |  |
Accounts receivable, net |  |  |  | $ | 9,065 |
Contract assets |  |  |  | 474 |
Prepaid expenses and other current assets |  |  |  | 1,883 |
Property and equipment, net |  |  |  | 529 |
Capitalized software, net |  |  |  | 2,071 |
Other non-current assets |  |  |  | 3,359 |
Intangible assets, net |  |  |  | 15,668 |
Goodwill |  |  |  | 23,152 |
Assets held for sale |  |  |  | $ | 56,201 |
Liabilities: |  |  |  |
Accounts payable |  |  |  | $ | 1,442 |
Accrued expenses and other |  |  |  | 7,659 |
Deferred revenue |  |  |  | 3,009 |
Customer deposits |  |  |  | 2,188 |
Other long-term liabilities |  |  |  | 973 |
Liabilities held for sale |  |  |  | 15,271 |
Assets held for sale, net |  |  |  | $ | 40,930 |
The following table presents the significant non-cash items related to discontinued operations that are included in the accompanying statements of cash flows:
| Twelve Months Ended December 31,
| 2025 |  | 2024 |  | 2023
| (in thousands)
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |  |
Depreciation and amortization | 1,191 |  |  | 8,174 |  |  | 9,329 |
Share-based compensation | 500 |  |  | 761 |  |  | 569 |
Loss on assets held for sale and impairments | 8,031 |  |  | 28,039 |  |  | — |
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 year ended December 31, 2025, we recorded $0.4 million of income related to support services provided under the TSA, which is included in interest income and other income (expense), net on our consolidated statements of operations and comprehensive income (loss). As of December 31, 2025, we had a receivable of $3.1 million related to amounts due under the TSA, which is included in prepaid expenses and other current assets on our consolidated balance sheets. Fitness Solutions Disposition On March 13, 2024, the Company entered into definitive sale and purchase agreements to sell its fitness solutions to Jonas Software. The sale of North American Fitness closed simultaneously with signing and the sale of UK Fitness closed July 1, 2024. The divestiture did not qualify for discontinued operations. During the year ended December 31, 2024, the Company recognized losses of $4.9 million, related to the sale of Fitness Solutions, which are included in loss on sale and impairments on our consolidated statements of operations and comprehensive income (loss). Additionally, the Company recognized $6.4 million of goodwill impairment charges representing the allocated goodwill to Fitness Solutions, which is included in loss on sale and impairments on our consolidated statements of operations and comprehensive income (loss).

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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