WASHINGTON, D.C. 20549

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FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

April 9, 2025

Date of Report (Date of earliest event reported)

EVERCOMMERCE INC.

(Exact Name of Registrant as Specified in its Charter)

3601 Walnut Street, Suite 400

Denver, Colorado 80205

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, include area code)

 

N/A

(Former name or former address, if changed since last report)

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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 (see General Instruction A.2. below):

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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:

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. ☐

 

On April 9, 2025, Alexi Wellman resigned from the Board of Directors of EverCommerce Inc. (the “Company”), effective April 10, 2025, for personal reasons. Ms. Wellman’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Following Ms. Wellman’s departure, a vacancy will be created on the Company’s Audit Committee, resulting in there being two members of the Audit Committee (the “Vacancy”). Nasdaq Stock Market LLC Listing Rule  5605(c)(2)(A) requires that the Company have an Audit Committee composed of three members that satisfy certain criteria for service on the committee. On April 11, 2025, the Company notified Nasdaq of its non-compliance with Nasdaq Rule 5605(c)(2)(A) as a result of the Vacancy and its intent to rely on the cure period provided to the Company by Nasdaq Rule 5605(c)(4)(B). The Company intends to appoint to the Audit Committee a third director who satisfies the criteria for service on the Audit Committee no later than 180 days after the effectiveness of Ms. Wellman’s resignation.

 

 

The disclosure included in Item 3.01 above is incorporated by reference into this Item 5.02.

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.