ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 08216417

EVERBRIDGE HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


EVERBRIDGE HOLDINGS LIMITED

COMPANY INFORMATION

Directors	G J Kellaway
	D E Rockvam


Company secretary	G J Kellaway


Registered number	08216417


Registered office	5th Floor 10 Brook Street
	Mayfair
	London
	W1S 1BG


Independent auditor	S&W Audit
	Chartered Accountants & Statutory Auditor
	Brockbourne House
	77 Mount Ephraim
	Tunbridge Wells
	TN4 8BS


EVERBRIDGE HOLDINGS LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 6
Directors' Report	7 - 8
Directors' Responsibilities Statement	9
Independent Auditor's Report	10 - 14
Consolidated Statement of Comprehensive Income	15
Consolidated Balance Sheet	16 - 17
Company Balance Sheet	18
Consolidated Statement of Changes in Equity	19
Company Statement of Changes in Equity	20
Consolidated Statement of Cash Flows	21 - 22
Consolidated Analysis of Net Debt	23
Notes to the Financial Statements	24 - 53


EVERBRIDGE HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The principal activity continued to be that of empowering organizations to anticipate, mitigate, respond to, and ultimately emerge stronger from critical events with the industry's only end-to-end critical event management platform. The Group delivers reliability, security and compliance, creating measurable business advantage for customers with the objective of keeping people safe and organizations running.

Business review

The Everbridge Holdings Group is part of the group owned by Everbridge Inc., a company incorporated in the United States of America. The results of the group are included in the consolidated financial statements of Everbridge Inc.

Everbridge is a global software company that empowers resilience by leveraging intelligent automation technology to enable customers to anticipate, mitigate, respond to, and recover from critical events to keep people safe and organizations running.

Through its CEM platform, the Company delivers reliable enterprise-ready applications that provide organizations with the ability to assess threats, locate people, automate actions, monitor incident response, and deliver contextual communications in any volume, in near-real time.

The applications enable:

∙Communications to key stakeholders during emergency situations.

∙Corporate communications with customers and employees.

∙Automated outreach to on-call personnel.

∙Integrated threat assessment and visualization.

∙Integration of physical security data with location awareness data gathered from travel, network and access systems to rapidly find and communicate with employees during disruptive events.

∙Securely designed and efficiently implemented communications among healthcare providers and patients.

∙Community engagement and collaboration with citizens and businesses.

∙Critical IoT communications between machines and from machines to people.

∙Mobile response plan deployment and management of incidence response.

The Critical Event Management solutions include:
Business Operations
The environment in which businesses operate is becoming more and more complex. Critical events such as COVID-19, severe weather, civil unrest and supply chain disruption impact the resilience of businesses. Everbridge Business Operations helps businesses prepare for, and respond to, critical events, protecting facilities and business operations. Built on Everbridge's industry-leading CEM platform, businesses can detect potential risks which might impact business operations and orchestrate a response in seconds across teams as well as digital and physical systems.

People Resilience
The increasing frequency of critical events such as severe weather, global pandemic and civil unrest over the past few years has challenged many organizations to extend their duty of care responsibilities beyond traditional safety and security in the workplace to include health and wellness of people. At the same time the scope of those responsibilities has moved beyond the traditional office and plant-based work model to work in motion where an employee could be working in the office, at home, in the field, or travelling. Everbridge People Resilience helps businesses prepare for, and respond to, critical events, keeping people healthy, safe, and productive wherever they work or travel around the globe. Built on Everbridge's industry-leading CEM platform, businesses can detect potential threats that might impact people, and orchestrate a rapid response across teams as well as digital and physical systems.

Page 1


EVERBRIDGE HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Digital Operations
The Everbridge Digital Operations Platform goes one step beyond signal enrichment by combining signals from multiple monitoring tools into a relevant context that provides resolvers with clear situational awareness. Massive growth in digital service has both empowered businesses and exposed new vulnerabilities which expands the possibility of threats. A digital operations platform enables agile service delivery models, providing resiliency for IT systems in an increasingly virtual world. Organizations now consider great customer experiences imperative to their business and are pivoting towards streamlining and automating digital operations. As a result, service uptime is crucial to delivering that experience. Through event correlation, incident suppression, signal enrichment, context-rich categorization, and prioritization, organizations can monitor issues and react before an incident becomes a business problem.

Smart Security
Everbridge Smart Security helps organizations maintain control of their security by identifying threats to their people or assets and orchestrating a rapid response across teams and systems, all within an easy-to use common platform. Theft, vandalism, violence, civil unrest, terrorism, and natural disasters are just some of the critical events security practitioners are faced with today. Keeping people safe and assets secure in the face of ever-Increasing and ever-more diverse threats is a constant challenge for many organizations. Operations also continue to grow, involving more systems, more users, and much more data. All of this can be difficult to manage and costly to control. When a critical event unfolds and information floods an organization, it needs to get the right information to the right people at the right time to protect its people and their assets and to ensure operational continuity.

Public Safety
Public Safety harnesses the ability to monitor critical events, alert the population, and mobilize a coordinated response across multiple agencies. The frequency of natural and human-made disasters is on the rise, and simultaneously, monitoring, collaborating, and communicating during incidents is becoming increasingly complex. For over 20 years, we have partnered with governments worldwide. From fires or floods to terrorist attacks, we have monitored potential hazards to help governments prepare and respond to incidents, and effectively provide the right people with the right information. Be it a country-wide emergency or a neighbourhood outage, communities rely on Everbridge to keep them informed and safe.

With enterprise grade redundancy, scalability and uptime, the Everbridge platform has the ability to reach residents and visitors in almost all of the world's countries and territories.

Technology
The design and development of our applications, and our critical communication and critical event management platforms include the following key attributes:

Robust, Enterprise-Grade Scalability and Reliability
Given the mission-critical nature of our solutions, our multi-tenant platform was designed to provide a robust, high level of resiliency, scalability and redundancy. We use multiple geographically distributed service providers and communications carriers to achieve a high degree of redundancy, fault tolerance and cost-effective operations. We have multiple layers of redundancy and a horizontal scaling model across our infrastructure to deliver high availability and performance. Similarly, we leverage redundant downstream communications providers to enable our services to remain uninterrupted even if a particular provider encounters technical difficulties.

Multi-Modal, Globally Local Communications Delivery
We optimize international call routing across hundreds of telecommunications providers to enable higher voice quality, improved delivery rates during emergencies and the ability to configure local caller IDs to improve recognition and answer rates. We also work with multiple SMS providers to identify regulatory hurdles and deploy and actively manage an optimal mix of national and international SMS codes to ensure high delivery and response rates.

Page 2


EVERBRIDGE HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Hybrid Infrastructure
To provide highly scalable and global solutions, we employ redundant, geographically diverse production implementations of our platform infrastructure in multiple SOC 2-compliant data center facilities in North America and Europe. Within each data center, we utilize a hybrid-cloud architecture that enables us to leverage both proprietary and third-party infrastructure services to enable "on-demand" capacity and performance without substantial upfront investment. Our architecture enables our platform to dynamically determine the best location from which to deliver critical communications on behalf of our customers and solves many international communications delivery challenges by utilizing in-country or in-region telephony, messaging and data communication providers. Our infrastructure is continuously maintained and monitored by dedicated engineers based in redundant network operations centers in the Los Angeles and Boston areas.

Dynamic Location Detection
Our platform can create and update dynamic data sets containing a contact's last-known location, including the airport, street, building floor or conference room at which the contact was most recently present. Multiple data sources can be aggregated including building access control and badging systems, wired and wireless network access points, and corporate travel management and office hoteling systems. These data are used to best locate a contact in an emergency or critical business situation, independent of the contact's home or office location. Contacts can also share their location via a three-in-one mobile panic button application, which sends a panic message to the applicable organization's security team, and also includes the ability to send audio and video content, to check-in to capture and report geo-location data and to establish a safe corridor through a potentially unsafe area.

Comprehensive Customer Support Services
We are committed to the success of our customers. We demonstrate this commitment by offering a comprehensive set of support services to help our customers get started quickly, follow best practices, and realize on-going value from our critical communications solution.

Everbridge Holdings Consolidated is a critical part of the Everbridge larger global group and focuses in the European and Asia areas.

Principal risks and uncertainties

The management of the business and the execution of the group's strategy are subject to a number of risks. These include global trading conditions, technological advancement, credit and currency risk. Further risks that the group face are as follows:

∙Geopolitical frictions – The directors are continually monitoring the effects of instability in particular geographical areas due to conflicts and local unrest as for example in Ukraine and in the Middle East.

∙Economic downturn - Management acknowledges the importance of maintaining close relationships with its key customers in order to be able to identify the early signs of potential financial difficulties. Sales trends in the group's major markets are constantly reviewed to enable early action to be taken in the event of sales declining.

∙Competitor pressure - The market in which the group operates is considered to be relatively competitive, and therefore competitor pressure could result in losing sales to key competitors. The group manages this risk by providing quality technical solutions and maintaining strong relationships with its key customers.

∙Reliance on key suppliers - The group's purchasing activities could expose it to over reliance on certain suppliers and inflationary pricing pressure. The group manages this risk by ensuring there is enough breadth in its supplier base and by constantly seeking to find potential alternative suppliers that may be used, if necessary.

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EVERBRIDGE HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

∙Loss of key personnel - This would present significant operational difficulties for the group. Management seek to ensure that key personnel are appropriately remunerated to ensure that good performance is recognized.

∙Liquidity risk - The directors are aware that cash flow is the group's biggest risk to its ability to continue as a going concern. The group addresses cash flow by carefully managing its working capital inflows and outflows and works closely with the finance providers to manage these risks, along with obtaining financial support from the Company's parent undertaking Everbridge Inc.

∙Currency risk - The group's principal foreign currency exposure arises from trading with overseas companies. Group policy allows, but does not demand, that these exposures may be hedged in order to fix the cost in sterling.

∙Credit risk - Credit risk arises from transactions with third party customers. The group has policies which require appropriate credit checks on potential customers and regularly reviews the utilization of individual customer credit limits.

Financial key performance indicators

	2025	2024	Variance
Revenue	£64,248,206	£67,155,677	-4.33%
Bookings	$34,146,285	$20,579,385	65%

With a revenue decrease by 5% year on year between 2024 and 2025 the bookings levels have however improved by 65% providing a reassurance on future abilities of the group to generate sustainable growth maintaining the market coverage while improving synergies within the group.

Following the acquisition by Thoma Bravo, LP on 2nd July 2024, the group focused on strategically realigning the offering around the core CEM platform as well as resources in order to accelerate and grow the investments. This included a targeted realignment and reduction of headcount, facilities and other third-party spend. This realignment was substantially completed by the end of 2024.

These KPI's provide information on growth and sales productivity specific to the International Sales team. These KPI's are generated quarterly and are included in the overall quarterly KPI Report compiled for Everbridge Inc and its subsidiaries.

Going concern

Everbridge Holdings Group operates as part of the Everbridge Group. The increase in costs comparative to revenue in the current period is related to the recent period of growth and expansion through acquisition and it is now followed by a time of consolidating the new assets as part of an ongoing group reorganization project. Everbridge Inc. confirms that it will continue to provide financial support on behalf of the Group for Everbridge Holdings Limited and its subsidiaries and stand behind all obligations of all entities within the Everbridge Holdings Group.

Other key performance indicators

	2025	2024
Head count	557	555

Page 4


EVERBRIDGE HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Directors' statement of compliance with duty to promote the success of the Group

This section forms our Section 172 disclosure, describing how, the Directors considered the matters set out in section 172(1)(a) to (f) of the Companies Act 2006. The Directors also took into account the views and interests of a wider set of stakeholders, including regulators.

The Directors have acted in a way that they considered, in good faith, to be most likely to promote the success of the company and its group for the benefit of its stakeholders, and in doing so had regard, amongst other matters, to:

∙the likely consequences of any decision in the long term;

∙the need to foster business relationships with suppliers, customers and others;

∙the impact of the group's operations on the community and the environment;

∙the desirability of the group maintaining a reputation for high standards of business conduct; and

∙the need to act fairly as between members of the company.

The Board of directors has identified the following key stakeholders to be considered in their decisions during the year.

Shareholders
The Company's ultimate parent corporation was Everbridge, Inc. based in Burlington, Massachusetts and formerly listed on the NASDAQ prior to the acquisition by Thoma Bravo in July 2024. The Board works closely with the board of Everbridge, Inc. in meeting the goals of the group as a whole, along with those of the company and its group.

Employees
The board encourages employee engagement through forums on site and internationally, surveys, briefings and grant awards to employees to drive staff decisions directly impacting the working environment.

Suppliers
Suppliers are a critical link in the overall supply chain for the Group, providing a source of value, consistency of quality and service and opportunity for innovation to meet the Group's business needs. The Group uses regular reviews for two-way engagement for performance improvement or development of the group's products.

Customers
Engagement with customers drives alignment with their values, strategies and priorities and strategic partnerships to help ensure business sustainability and growth. The Group has regular communication and review meetings to agree short, medium and long term goals to develop relationships and ensure continuous improvement.

Regulatory bodies - Government
The Group's products are playing a major role in the government's regulatory bodies' intentions for business resilience and perseverance in their day-to-day operations as well - with this the Group makes sure to be up to date with the latest data security and anti-fraud policies to make sure data management regarding all the Group's products is impeccable.

With this the Group aim to enhance business knowledge and compliance. The Group is also working closely together with the government of certain countries to ensure compliance with R&D activity policies as the Group received contributions from those countries to help maintain and improve our valuable R&D processes.

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EVERBRIDGE HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Community
To be engaged in the community is recognised as important both by employees and the board members. Employees of the Group are granted additional days-off for community work or any kind of charitable activity based on their preferences.

This report was approved by the board and signed on its behalf.

G J Kellaway

Director

Date: 8 October 2026

Page 6


EVERBRIDGE HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Results and dividends

The loss for the year, after taxation, amounted to £29,495,294 (2024 - loss £13,777,959).

The Company did not declare or pay a dividend in the year (2024 - £Nil).

Directors

The directors who served during the year were:

G J Kellaway

D E Rockvam

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group has reviewed its energy usage, associated greenhouse gas emissions, energy actions and energy performance for the reporting period of fiscal year January - December 2025 under the government policy Streamlined Energy & Carbon Reporting (SECR).

The Everbridge UK-incorporated business includes the following locations in its operational boundary over which it has operational control:

∙Christchurch - BAE Systems Grange Road, Christchurch, United Kingdom

∙Camberley - Building 3, Watchmoor Park, Camberley, United Kingdom

The intensity metric for the financial year 2025 was 2.93 CO2e/£m.

	2025	2024
Scope 1 emissions (mTCO2e)	10.12	14.33
Scope 2 emissions (mTCO2e)	29.77	45.99
Total gross Scope 1 & Scope 2 emissions (mTCO2e)	39.89	60.32
Total energy consumption used to calculate about emissions (kWh) (Scope 1 & 2)	217,051	300,648
Turnover (£m)	64.25	67.16
Intensity ratio: tCO2e (gross scope 1 & 2) / Turnover (£m)	0.62	0.90
Tonnes of CO2 equivalent divided by Turnover in £m from employee business travel for which the group does not own or control (grey fleet) (Scope 2)/tCO2e	0.00	0.00
Total gross Scope 1, 2 & 3 emmissions/tCO2e (Inc . grey fleet)	39.89	60.32
Energy consumption used to calculate above emissions: kWh (Inc. grey fleet)	217,051	300,648

Page 7


EVERBRIDGE HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Auditor

The auditor, S&W Audit, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

G J Kellaway

Director

Date: 8 October 2026

Page 8


EVERBRIDGE HOLDINGS LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 9


S&W

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EVERBRIDGE HOLDINGS LIMITED

Opinion

We have audited the financial statements of Everbridge Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance sheet, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and the notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's loss for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group and Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group and Parent Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 10


EVERBRIDGE HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EVERBRIDGE HOLDINGS LIMITED

Other information

The other information comprises the information included in the Annual report and financial statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Annual report and financial statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Group Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the Parent Company financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors’ remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors’ Responsibilities Statement set out on page 9, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

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EVERBRIDGE HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EVERBRIDGE HOLDINGS LIMITED

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained a general understanding of the Group’s and Parent Company’s legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entities’ policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the Group’s and Company’s industry and regulation.

We understand that the Group and the Parent Company comply with the framework through:

∙Outsourcing payroll, accounts preparation and tax compliance to external experts.

∙Subscribing to relevant updates from external experts, and making changes to internal procedures and controls as necessary.

In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the Group’s and Parent Company’s ability to conduct their business, and/or where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the Group and Parent Company:

∙The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements.

∙UK General Data Protection Regulation (GDPR).

∙UK taxation law.

We performed the following specific procedures to gain evidence about compliance with the significant laws and regulations identified above:

∙Detailed review of the procedures management has implemented over compliance with GDPR.

The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the Group’s and Parent Company’s financial statements to material misstatement, including how fraud might occur. The areas identified in this discussion were:

∙Overstatement of revenues due to cut-off issues through manipulation of deferred or accrued income in the balance sheet.

∙Manipulation of the financial statements, especially revenue, via fraudulent journal entries.

∙Related party transactions not being fully disclosed, given the number of entities within the Everbridge group.

∙Overstatement of trade debtors and accrued income due to the inclusion of potentially irrecoverable balances not adequately provided for at the year-end.

∙Potential overstatement of goodwill and impairment charges thereon, due to the valuation models used being subject to significant estimation uncertainty and judgement.

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EVERBRIDGE HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EVERBRIDGE HOLDINGS LIMITED

∙Potential misstatement of the Company’s investments in subsidiaries and impairment charges and reversals thereon, due to the valuation models used being subject to significant estimation uncertainty and judgement.

∙Potential misstatements arising from the consolidation process.

∙The Company's and Group's use of the going concern basis of accounting may not be appropriate due to its reliance on continued group support.

∙Misstatement of revenue, deferred income and accrued income where specific group accounting principles

are inconsistent with the requirements of UK GAAP.

These areas were communicated to the other members of the engagement team not present at the discussion.

The procedures we carried out to gain evidence in the above areas included:

∙Substantive, sample-based work on cut-off and recognition of revenues through the year and at the year-end, ensuring that revenues have been recognised in the correct period.

∙Testing journal entries, focusing particularly on postings to unexpected or unusual accounts and those posted at unusual times.

∙Detailed review and reconciliation of the transactions and balances with related parties and consideration of the disclosure requirement for these.

∙Tracing a sample of year-end trade debtors and accrued income through to post-year-end receipts to ensure they have been recovered, and challenging management on recoverability where these have not been settled or provided for.

∙Detailed review of the valuation models and resulting impairment charges (and, in the case of investments, impairment reversals), challenging the directors on the appropriateness of key estimates and judgements.

∙Detailed review of consolidation adjustments and reconciliations to the underlying subsidiaries’ financial statements.

∙Obtained an understanding of the accounting treatment applied to revenue items where group accounting principles differ from the requirements of UK GAAP. Performed substantive testing over relevant contracts and transactions, challenged management's application of the accounting policy, and assessed the resulting revenue, deferred income and accrued income balances for material misstatement.

Overall, the senior statutory auditor was satisfied that the engagement team collectively had the appropriate competence and capabilities to identify or recognise irregularities.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Page 13


EVERBRIDGE HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EVERBRIDGE HOLDINGS LIMITED

Use of our report

This report is made solely to the Parent Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Matthew Neill BA (Hons) MA FCA (Senior Statutory Auditor)

for and on behalf of

S&W Audit

Chartered Accountants

Statutory Auditor

Brockbourne House

77 Mount Ephraim

Tunbridge Wells

TN4 8BS

8 October 2026

Page 14


EVERBRIDGE HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	64,248,206	67,155,677
Cost of sales		(38,020,763)	(32,565,719)
Gross profit		26,227,443	34,589,958
Administrative expenses		(49,789,926)	(42,911,630)
Exceptional administrative expenses	12	(3,054,777)	(2,077,138)
Operating loss	5	(26,617,260)	(10,398,810)
Interest receivable and similar income	9	61,843	83,834
Interest payable and similar expenses	10	(3,192,683)	(2,715,072)
Loss before taxation		(29,748,100)	(13,030,048)
Tax on loss	11	252,806	(747,911)
Loss for the financial year		(29,495,294)	(13,777,959)


Exchange differences on translating foreign operations	24,862,013	(7,476,106)
Other comprehensive income for the year	24,862,013	(7,476,106)
Total comprehensive income for the year	(4,633,281)	(21,254,065)

(Loss) for the year attributable to:
Owners of the parent Company	(29,495,294)	(13,777,959)
	(29,495,294)	(13,777,959)

There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.

The notes on pages 24 to 53 form part of these financial statements.

Page 15


EVERBRIDGE HOLDINGS LIMITED REGISTERED NUMBER:08216417

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	13		22,395,836		31,174,445
Tangible assets	14		933,530		596,487
			23,329,366		31,770,932
Non-current debtors
Debtors: amounts falling due after more than one year	16		181,589		332,104
Total non-current assets			23,510,955		32,103,036
Current assets
Debtors: amounts falling due within one year	16	57,070,461		49,127,184
Cash at bank and in hand	17	11,391,376		11,197,633
		68,461,837		60,324,817
Creditors: amounts falling due within one year	18	(112,314,186)		(107,755,259)
Net current liabilities			(43,852,349)		(47,430,442)
Total assets less current liabilities			(20,341,394)		(15,327,406)
Creditors: amounts falling due after more than one year	19		(423,108)		(919,987)
Provisions for liabilities
Deferred tax		(112,841)		(48,592)
			(112,841)		(48,592)
Defined benefit scheme liability	25		(370,995)		(319,072)
Net liabilities			(21,248,338)		(16,615,057)

Capital and reserves
Called up share capital	22	1,000	1,000
Capital contribution reserve	23	228,170,207	228,170,207
Foreign exchange reserve	23	38,186,138	13,324,125
Profit and loss account	23	(287,605,683)	(258,110,389)
		(21,248,338)	(16,615,057)

Page 16


EVERBRIDGE HOLDINGS LIMITED REGISTERED NUMBER:08216417

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

G J Kellaway

Director

Date: 8 October 2026

The notes on pages 24 to 53 form part of these financial statements.

Page 17


EVERBRIDGE HOLDINGS LIMITED REGISTERED NUMBER:08216417

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Investments	15		59,928,558		52,357,274

Creditors: amounts falling due within one year	18	(5,507,194)		(5,951,844)
Net current liabilities			(5,507,194)		(5,951,844)
Total assets less current liabilities			54,421,364		46,405,430
Net assets			54,421,364		46,405,430

Capital and reserves
Called up share capital	22	1,000	1,000
Capital contribution reserve	23	228,170,207	228,170,207
Profit and loss account	23	(173,749,843)	(181,765,777)
		54,421,364	46,405,430

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent company for the year was £8,015,934 (2024 - loss after tax of £1,130,599).

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

G J Kellaway

Director

Date: 8 October 2026

The notes on pages 24 to 53 form part of these financial statements.

Page 18

		EVERBRIDGE HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Capital contribution reserve	Foreign exchange reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024	1,000	228,170,207	20,800,231	(244,332,430)	4,639,008
Comprehensive income for the year
Loss for the year	-	-	-	(13,777,959)	(13,777,959)
Exchange differences on translating foreign operations	-	-	(7,476,106)	-	(7,476,106)

At 1 January 2025	1,000	228,170,207	13,324,125	(258,110,389)	(16,615,057)
Comprehensive income for the year
Loss for the year	-	-	-	(29,495,294)	(29,495,294)
Exchange differences on translating foreign operations	-	-	24,862,013	-	24,862,013
At 31 December 2025	1,000	228,170,207	38,186,138	(287,605,683)	(21,248,338)

The notes on pages 24 to 53 form part of these financial statements.

Page 19


EVERBRIDGE HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Capital contribution reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2024	1,000	228,170,207	(180,635,178)	47,536,029
Comprehensive income for the year
Loss for the year	-	-	(1,130,599)	(1,130,599)

At 1 January 2025	1,000	228,170,207	(181,765,777)	46,405,430
Comprehensive income for the year
Profit for the year	-	-	8,015,934	8,015,934
At 31 December 2025	1,000	228,170,207	(173,749,843)	54,421,364

The notes on pages 24 to 53 form part of these financial statements.

Page 20


EVERBRIDGE HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			£	£

Cash flows from operating activities
Loss for the financial year	(29,495,294)	(13,777,959)
Adjustments for:
Amortisation of intangible assets	6,819,891	6,766,830
Depreciation of tangible assets	522,685	614,374
Impairment of intangible fixed assets	1,958,718	-
Loss on disposal of tangible assets	-	3,706
Interest expense	3,192,683	2,805,933
Interest received	(61,843)	-
Increase in debtors	(6,883,053)	(5,303,266)
Increase in creditors	3,433,135	19,219,191
Increase in provisions	116,172	-
Exchange differences on translating foreign operations	24,862,013	(10,929,568)
Net cash generated from operating activities	4,465,107	(600,759)

Cash flows from investing activities
Purchase of tangible fixed assets	(925,865)	(351,678)
Sale of tangible fixed assets	66,137	-
Interest received	61,843	-
Net cash from investing activities	(797,885)	(351,678)

Page 21


EVERBRIDGE HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

		2025	2024
		£	£


Cash flows from financing activities
Net movement in bank loans	(280,796)	(63,547)
Interest paid	(3,192,683)	(2,805,933)
Net cash used in financing activities	(3,473,479)	(2,869,480)
Net increase/(decrease) in cash and cash equivalents	193,743	(3,821,917)
Cash and cash equivalents at beginning of year	11,197,633	15,019,550
Cash and cash equivalents at the end of year	11,391,376	11,197,633

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	11,391,376	11,197,633
	11,391,376	11,197,633

The notes on pages 24 to 53 form part of these financial statements.

Page 22


EVERBRIDGE HOLDINGS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2025


At 1 January 2025	Cash flows	Other non-cash changes	At 31 December 2025
£	£	£	£

Cash at bank and in hand	11,197,633	193,743	-	11,391,376
Debt due after 1 year	(107,261)	-	107,261	-
Debt due within 1 year	(61,292)	-	61,292	-
Finance leases	(112,244)	-	112,244	-
	10,916,836	193,743	280,797	11,391,376

The notes on pages 24 to 53 form part of these financial statements.

Page 23


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Everbridge Holdings Limited ("the Company") is a private company limited by shares incorporated in England and Wales. The registered office and principal place of business is 5th Floor 10 Brook Street, Mayfair, London, United Kingdom, W1S 1BG.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 24


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.3

Going concern

As at 31 December 2025, the Company had net current liabilities of £5,507,194 (2024 - £5,951,844) and net assets of £54,421,364 (2024 - £47,536,029). During the year, the Company made profits after tax of £8,015,934 (2024 – losses after tax of £1,130,599).

As at 31 December 2025, the Group had net current liabilities of £43,852,349 (2024 - £47,430,442) and net liabilities of £21,248,338 (2024 – net liabilities of £16,615,057). During the year, the Group made losses after tax of £29,495,294 (2024 – £13,777,959).

Everbridge Holdings Limited ("EHL") is a 100% wholly owned subsidiary of Everbridge, Inc. ("Everbridge").

The EHL Group operates as part of the Everbridge Group. The increase in costs comparative to revenue in the current period is related to the recent period of growth and expansion through acquisition and it is now followed by a time of consolidating the new assets as part of an ongoing group reorganization project.

Everbridge, Inc. has provided a letter of support to EHL, confirming that it will continue to provide financial and other support for EHL and its subsidiaries for at least the next 12 months from the date of approval of the financial statements. At 31 December 2025, the EHL Group owed £69,156,935 (2024 - £65,360,295) to Everbridge, Inc., which is included in creditors falling due within one year. Everbridge, Inc. has confirmed to EHL Group that these amounts will only be called for repayment when it is determined that the subsidiaries have sufficient capacity to do so without affecting their ability to continue trading.

The EHL Group has no debt in the form of loans to any third parties outside of the Group.

The directors are satisfied that Everbridge, Inc. has adequate resources and liquidity to offer this support to EHL Group. Consequently, they have prepared these financial statements on a going concern basis.

Page 25


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Group’s financial statements are presented in GBP. The individual financial statements of each Group entity are prepared in the currency of the primary economic environment in which the entity operates (its functional currency). These financial statements are then translated into the Group’s presentation currency for consolidation purposes as described below.

The Company’s functional and presentational currency is Sterling.

Transactions and balances

In preparing the financial statements of the individual entities, transactions in currencies other than the functional currency of the individual entities (foreign currencies) are recognised at the spot rate at the dates of the transactions, or at an average rate where this rate approximates the actual rate at the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Exchange differences are recognised in profit or loss in the period in which they arise. However, in the consolidated financial statements exchange differences arising on monetary items that form part of the net investment in a foreign operation are recognised in other comprehensive income and are not reclassified to profit or loss.

Translation of group companies

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated from their functional currency to GBP using the closing exchange rate. Income and expenses are translated using the average rate for the period. Exchange differences arising on the translation of group companies are recognised in other comprehensive income. If the Group disposes of the foreign operation the cumulative exchange difference is not reclassified to profit or loss but is transferred within equity to retained earnings.

Page 26


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue for licenses and critical driver development is recognised when the software is delivered to the customer (i.e. once the licenses reach "beneficial use" as expected in the context of the arrangement). Where licenses are sold for a limited time (Software as a Service) it is recognised on a straight line basis over the length of the license.

Revenue for professional services is recognised over the period in which the services are provided and at the reporting date an estimate of completion is based on the number hours incurred delivering the service against the total estimate hours expected to complete the service.

Revenue for support and maintenance is recognised on a straight line basis over the fixed term of the contract.

Revenue from medical cases is recognised as the underlying medical services are provided. Specifically, this results in any admin fees based on costs for medical services incurred being recognised on an accruals basis in line with when the service was provided and any fees for consultations being recognised once the consultation has been provided.

2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.9

Pensions

Defined contribution pension plan

The Company and Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 27


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.9

Pensions (continued)

Defined benefit pension plan

The Group operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including but not limited to age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan.

The liability recognised in the Balance Sheet in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the balance sheet date less the fair value of plan assets at the balance sheet date (if any) out of which the obligations are to be settled.

The defined benefit obligation is calculated using the projected unit credit method. Annually the company engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating to the estimated period of the future payments ('discount rate').

The fair value of plan assets is measured in accordance with the FRS102 fair value hierarchy and in accordance with the Group's policy for similarly held assets. This includes the use of appropriate valuation techniques.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as 'Remeasurement of net defined benefit liability'.

The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:

a) the increase in net pension benefit liability arising from employee service during the period; and

b) the cost of plan introductions, benefit changes, curtailments and settlements.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as a 'finance expense'.

Page 28


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Share-based payments

Share options awarded to employees are recognised at the fair value of the options at the date of grant as determined using the Black-Scholes model and are charged to profit or loss over the vesting period. Other equity based compensation schemes granted to employees, which represent nil cost options, are recognised at the fair value of the equity at the date of grant as determined by the open market price of the shares at the date of grant and are charged to profit or loss over the vesting period.

All share options and other equity based compensation schemes are settled in the equity of the ultimate parent company, Everbridge, Inc., and a capital contribution is recognised in line with the amounts charged to profit or loss over the vesting period.

Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the the remaining vesting period is recognised immediately.

Shares withheld to meet employee's tax liabilities (resulting in a net share settlement of share award) are accounted for as cash settled share based payments.

2.11

National Insurance on share options

To the extent that the share price at the balance sheet date is greater than the exercise price on options granted under unapproved schemes after 19 May 2000, provision for any National Insurance contributions has been made based on the prevailing rate of National Insurance. The provision is accrued over the performance period attaching to the award.

Page 29


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.13

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

2.14

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 30


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.15

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Development expenditure	-	3 - 4 years
Goodwill	-	10 years
Trademarks	-	3 - 5 years

2.16

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold improvements	-	Straight line over the lease term
Fixtures and fittings	-	15% reducing balance or 33% straight line
Office equipment	-	25% straight line
Computer equipment	-	3 years straight line
System software	-	5 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 31


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.17

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.18

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.19

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.20

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.21

Financial instruments

The Company and Group only enter into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans
from banks and other third parties and loans to related parties.

Page 32


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's and Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. The following judgements and estimates have had the most significant effect on amounts recognised in the financial statements:

Fixed asset investments
Fixed asset investments are measured at cost less provision for impairment. When assessing the investments for impairment, management apply judgement in determining whether there have been any indications of impairment (or reversals of impairment) and a reliable basis to determine the recoverable amount of the investment which involves estimates of future cash flows and events.

Certain assumptions are made in the impairment models, such as revenue growth rates, inflation, discounts rates, and terminal growth rates, all of which require a high degree of judgement and estimation.

Based on the assessments performed, the directors have concluded that an impairment is required and have recognised an impairment charge of £10,917,763 (2024 - £1,565,381) and the reversal of impairment loss of £18,489,047 (2024 - £879,432) in respect of fixed asset investments at the balance sheet date.

Goodwill amortisation
Goodwill arising on acquisitions is amortised over its estimated useful economic life. Determining this useful life requires judgement, as the economic benefits obtained from the acquired businesses are not always readily determinable by reference to contractual or legal rights.

In determining the amortisation period applied, the directors have considered the expected longevity of the acquired businesses, their market positions, the persistence of customer relationships, anticipated technological or regulatory changes, and the stability of forecast future cash flows. On the basis of these factors, the directors consider the amortisation periods applied to goodwill to be appropriate and representative of the period over which economic benefits are expected to be realised.

Goodwill amortisation of £5,537,563 (2024 - £5,622,949) has been recognised in the year.

Page 33


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.Judgments in applying accounting policies (continued)

Goodwill impairment
Goodwill is tested for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The assessment is performed at the level of the relevant cash generating units to which the goodwill has been allocated.

Estimating the recoverable amount of a cash generating unit requires management to exercise judgement and make estimates relating to future cash flows derived from the unit. These cash flows are based on management’s latest approved budgets and forecasts, typically covering a period of four years, with cash flows beyond this period extrapolated using a terminal growth rate.

The key assumptions used in impairment testing include:

∙forecast revenue growth and operating margins;

∙terminal growth rates; and

∙discount rates reflecting the time value of money and the risks specific to each cash generating unit.

These assumptions are inherently uncertain and are influenced by external market conditions, competitive dynamics, and the future performance of the underlying businesses.

While management believes that the assumptions used are reasonable and supportable, changes in these assumptions could have a material impact on the impairment assessment.

Based on the impairment reviews performed, the directors have concluded that the goodwill should be impaired by £1,958,718.

Bad debt provision
The Group makes an estimate of the recoverable value of trade and other debtors. When assessing the impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors, whether the debtor is covered by insurance and historical experience. The carrying value of the bad debt provision at the year end was £1,281,069 (2024 - £1,289,625).

Share based payments
The directors assess the estimated forfeiture rate of awards granted to employees based on historical and forecast employee retention rates and, where applicable, the likelihood of achieving performance conditions. Following the acquisition of the Everbridge group by Thoma Bravo on 2 July 2024, the previous equity-settled share-based payment arrangements ceased to be equity settled and outstanding awards were modified such that they became cash-settled awards. The related liability was recognised within other creditors. At 31 December 2025, the carrying value of this liability was £Nil (2024: £2,123,558).

During the prior year, a new cash-settled share-based payment scheme was introduced for certain employees of the Group. The awards vest over the applicable service period and are subject to continued employment and, for certain awards, specified performance conditions. The associated liability is remeasured at each reporting date until settlement, with changes recognised in the profit and loss account. Further details of the scheme are included in Note 24. At 31 December 2025, the carrying value of the associated liability was £690,765 (2024: £Nil), which is included within amounts owed to group undertakings

Page 34


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.Judgments in applying accounting policies (continued)

Revenue recognition - Software as a service
Software licenses and support sold for a pre-agreed period of time including those sold as "software as a service" are recognised evenly over the length of the license. Where such sales are invoiced in advance, the residual amount is recognised as deferred revenue at the year-end. This is calculated by time-apportioning the revenue over the length of the license. The carrying value of deferred income at the year end was £28,955,591 (2024 - £27,470,542).

Revenue recognition - Ancillary support and installation
Some ancillary support and installation services are also provided by the Group. Due to the nature of differing contract timescales it is routinely necessary to estimate contract costs to complete and future revenues expected from these contracts. These estimates are based on all information available to management including the position of contracts at the financial year-end and at contract completion and latest correspondence with customers and suppliers, drawing on the experience and opinions of contract managers. Where such services are provided in advance of being invoiced, the revenue from services provided to the year end is recognised as accrued revenue. The carrying value of accrued income at the year end was £3,049,356 (2024 - £4,988,420).

Defined benefit plans
The estimate of the present value of obligations under defined benefit plans relies on actuarial assumptions made by the directors, including the future salary increases and expected service length of employees in the plan. The directors consider that any such estimates would not materially affect the obligation and so have not made any adjustment for actuarial assumptions. The carrying value of obligations to defined benefit pension plans at the year end was £370,995 (2024 - £319,072).

Balances owed to fellow group companies
Management have presented balances due from fellow group companies gross of balances due to fellow group entities in the financial statements as they consider this the most appropriate presentation given there is no formal legal right of set-off. However, should any of the debts become impaired in their own right, group management would likely choose to set these debts off against those owed to fellow group companies. The carrying value of amounts owed to fellow group companies at the year end was £69,156,935 (2024 - £65,360,295). The carrying value of amounts owed by fellow group companies at the year end was £19,202,931 (2024 - £15,915,424).

Page 35


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

	Telecommunication and support services	64,248,206	67,155,677

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	18,877,566	12,739,345
Rest of Europe	16,378,836	21,290,849
Rest of the World	28,991,804	33,125,483
	64,248,206	67,155,677

Depreciation of tangible fixed assets	522,685	614,374
Amortisation of intangible fixed assets	6,819,891	6,766,830
Impairment charge for goodwill	1,958,718	-
Profit/loss on disposal of fixed assets	66,137	(12,272)
Exchange differences	(99,868)	438,726
Other operating lease rentals	1,025,343	1,405,341
Equity settled share based payments	-	3,028,938
Cash settled share based payments	690,764	979,959
Cash settled deferred compensation costs	920,936	1,066,394
Cost of defined benefit scheme	101,722	118,674
Cost of defined contribution scheme	1,281,769	1,550,091

Page 36


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Fees payable to the Company's auditor in respect of:
The audit of the Company and Group (including relevant UK subsidiaries)	240,450	299,500
All non-audit services not included above	36,325	214,150
	276,775	513,650

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Wages and salaries	36,010,136	40,373,455	-	-
Social security costs	3,357,243	5,444,611	-	-
Share based payment costs - equity settled	-	3,028,938	-	-
Share based payment costs - cash settled	690,764	979,959	-	-
Deferred compensation costs - cash settled	920,936	1,066,394	-	-
Redundancy costs	1,123,394	2,077,138	-	-
Cost of defined benefit scheme	101,722	118,674	-	-
Cost of defined contribution scheme	1,281,769	1,550,091	-	-
	43,485,964	54,639,260	-	-

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Employees	555	553
Directors	2	2

	557	555

The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL)

Page 37


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

8.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	225,045	168,402
Company contributions to defined contribution pension schemes	14,546	10,798
	239,591	179,200

	The highest paid director received remuneration of £225,045 (2024 - £168,402).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £14,546 (2024 - £10,798).
	The value of the Group's contributions paid to a defined benefit pension scheme in respect of the highest paid director amounted to £NIL (2024 - £NIL).

9.	Interest receivable
		2025	2024
		£	£

Other interest

61,843

83,834

10.	Interest payable and similar expenses
		2025	2024
		£	£

Other interest payable

3,192,683

2,715,072

Page 38


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Corporation tax
Current tax on profits for the year	(252,806)	747,911

Total current tax	(252,806)	747,911

	Deferred tax
	Total deferred tax	-	-


	Loss before taxation	(252,806)	747,911

Loss on ordinary activities before tax

(29,748,100)

(13,030,048)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(7,437,025)	(3,257,512)
Effects of:
Fixed asset differences	1,383	(185,070)
Non taxable income	(4,622,262)	(418,834)
Expenses not deductible for tax purposes	7,795,166	8,857,787
Other permanent differences	-	290,076
Adjustments to tax charge in respect of prior periods	(43,267)	-
Adjustments to tax charge in respect of previous periods - deferred tax	-	(269,208)
Foreign tax credits	103,349	131,957
Movement in deferred tax not recognised	4,694,340	(5,788,541)
Difference in tax rate	(238,878)	(108,566)
Total tax charge for the year	252,806	(747,911)

Page 39


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Exceptional items
		2025	2024
		£	£

Redundancy costs	1,096,059	2,077,138
Impairment charge for goodwill	1,958,718	-
	3,054,777	2,077,138

13.	Intangible assets
	Group

	Development expenditure	Trademarks	Goodwill	Total
	£	£	£	£
Cost
At 1 January 2025	9,416,824	5,219,837	190,279,789	204,916,450
At 31 December 2025	9,416,824	5,219,837	190,279,789	204,916,450
Amortisation and impairment
At 1 January 2025	8,835,934	4,518,399	160,387,672	173,742,005
Charge for the year	580,890	701,438	5,537,563	6,819,891
Impairment charge	-	-	1,958,718	1,958,718
At 31 December 2025	9,416,824	5,219,837	167,883,953	182,520,614
Net book value
At 31 December 2025	-	-	22,395,836	22,395,836
At 31 December 2024	580,890	701,438	29,892,117	31,174,445

Page 40


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Tangible fixed assets
	Group

	Leasehold improvements	Fixtures and fittings	Office equipment	Computer equipment	System software	Total
	£	£	£	£	£	£
Cost or valuation
At 1 January 2025	32,057	35,613	27,861	796,346	2,492	894,369
Additions	-	56,240	8,876	860,749	-	925,865
Disposals	(16,678)	(47,901)	(44)	(23,777)	-	(88,400)
Exchange adjustments	(670)	(2,027)	1,793	(24,418)	309	(25,013)
At 31 December 2025	14,709	41,925	38,486	1,608,900	2,801	1,706,821
Depreciation
At 1 January 2025	19,338	34,603	5,260	238,154	527	297,882
Charge for the year	4,419	17,758	14,498	484,608	1,402	522,685
Disposals	(16,678)	(12,883)	(44)	-	-	(29,605)
Exchange adjustments	(1,277)	(2,285)	(347)	(13,772)	10	(17,671)
At 31 December 2025	5,802	37,193	19,367	708,990	1,939	773,291
Net book value
At 31 December 2025	8,907	4,732	19,119	899,910	862	933,530
At 31 December 2024	12,719	1,010	22,601	558,192	1,965	596,487

Page 41


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	235,504,229
	At 31 December 2025	235,504,229
	Impairment
	At 1 January 2025	183,146,955
	Impairment charge	10,917,763
	Reversal of impairment losses	(18,489,047)
	At 31 December 2025	175,575,671
	Net book value
	At 31 December 2025	59,928,558
	At 31 December 2024	52,357,274

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Everbridge Europe Limited	5th Floor 10 Brook Street, Mayfair, London, United Kingdom, W1S 1BG	Ordinary	100%
Svensk Krisledning AB	Fagelvalksvagen 18 145 53, Norsburg, Sweden	Ordinary	100%
Everbridge Norway AS (Formerly Unified Messaging Systems ASA)	Innspurten 15, 0663 Oslo, Norway	Ordinary	100%
Everbridge Technologies India Pvt. Ltd	IndiQube-Alpha, Plot N019/4 & 27 Kadubisanahalli Village, Varthur Hobli, Bangalore, India	Ordinary	99.8%
Everbridge France SAS (Formerly UMS France SAS)	270 All Des Lilas, 01150 Saint-Vulbas, France	Ordinary	100%
Unified Messaging Systems Sverige AB	Sankt Eriksgarten 117, 113 43 Stockholm, Sweden	Ordinary	100%

Page 42


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Subsidiary undertakings (continued)

Name

Registered office

Class of shares

Holding

Everbridge Denmark ApS	Lyskaer 3CD, Lyskaer, 2730, Herlev, Denmark	Ordinary	100%
Everbridge Finland OY	Fogdevreten 2, 171 65 Solna, Sweden	Ordinary	100%
Previstar, Inc.	2331 Mill Road Suite 100 Alexandria, Virgina, 22314, United States	Ordinary	100%
One2Many Private Limited (formerly known as Previstar Private Limited)	Unit 604, Merlin Infinite DN-51, Salt Lake Bypass, DN Block, Sector V, Bidhannagar, Kolkata, India	Ordinary	99.9%
Everbridge Holdings Netherlands B.V. (formerly Respond Beheer B.V.)	Sportweg 15, 5037 AC Tilburg, Netherlands	Ordinary	100%
Everbridge Netherlands B.V. (formerly Respond B.V.)	Sportweg 15, 5037 AC Tilburg, Netherlands	Ordinary	100%
CNL Software Limited	1 Bow Churchyard, London, United Kingdom, EC4M 9DQ	Ordinary	100%
CNL Software, Inc.	129775 Belmont Executive Plz Ste 420, Ashburn, VA 20147-7607, United States	Ordinary	100%
One2Many Group B.V.	Bergpoorstraat 63, 7411 CL Deventer, Netherlands	Ordinary	100%
One2Many B.V.	Bergpoorstraat 63, 7411 CL Deventer, Netherlands	Ordinary	100%
One2Many Hong Kong Ltd	Flat/RM A, F ZI 300, 300 Lockhart Road, Wan Chai, Hong Kong	Ordinary	100%
One2Many (Company Limited)	Block 036, Room 1501, 12F, Unit 1, Building 8, Xianoyunli, Chaoyang District, Beijing, China	Ordinary	100%
One2Many Solutions Ltd	7th Floor, Shehnaz Tower, 30 Louis Pasteur Street, Port Louis, Mauritius	Ordinary	100%
Techwan SA	Chemin de Pierregrosse, Rue de Cossonay 194, 1020 Rennes, Switzerland	Ordinary	100%
Everbridge Asia Pte Limited	UOB Plaza 1, 80 Raffles Place, Singapore	Ordinary	100%
SnapComms Limited	Level 1, 159 Hurstmere Road, Takapuna, Aukland, New Zealand	Ordinary	100%
SnapComms UK Limited (Dissolved April 2025)	100 Avebury Boulevard, Milton Keynes, Avebury Boulevard, Milton Keynes, England, MK9 1FH	Ordinary	100%
SnapComms Inc	155 N. Lake Avenue, 9th Floor, Pasadena, CA 91101, United States	Ordinary	100%
Everbridge Hungary Kft	1126 Budapest, Kiss Janos Altabornagy utca 7-9.3.em.9, Hungary	Ordinary	100%

Page 43


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Subsidiary undertakings (continued) The Anvil Group (International) Limited	5th Floor 10 Brook Street, Mayfair, London, United Kingdom, W1S 1BG	Ordinary	100%
The Anvil Group Limited (Dissolved April 2024)	Signal House, Grange Road, Christchurch, Dorset, England, BH23 4JE	Ordinary	100%
Anvil Worldwide Limited (Dissolved April 2025)	Rsm Northern Ireland, Number One, Lanyon Quay, Belfast, BT1 3LG, Northern Ireland	Ordinary	100%
The Anvil Group Japan LLC	Meiko Main Building, 2F 1-18-2 Shinbashi Minato-ku, Tokyo 105-0004, Japan	Ordinary	100%
The Anvil Group LLC	501 East Kennedy Boulevard, Suite 650, Tampa, Florida 336902, United States	Ordinary	100%
Flightsafe Consultants Limited (Dissolved December 2023)	Signal House, Grange Road, Christchurch, Dorset, England, BH23 4JE	Ordinary	100%

The Company holds 99.9% and 99.8% of the issued share capital of One2Many Private Limited (formerly known as Previstar Private Limited) and Everbridge Technologies India Pvt. Ltd respectively. Both subsidiaries have been fully consolidated in the Group financial statements. The remaining minority shareholdings have not been recognised as non-controlling interests, as the directors consider the amounts involved to be immaterial.

The group has further given a guarantee itself jointly and severally liable for the liabilities of its subsidiary undertaking for the following subsidiary: The Anvil Group (International) Limited (registered number 05429335, incorporated in England and Wales). This guarantee under s479A of the Companies Act 2006 allows the subsidiary to be exempt from audit requirements as permitted by s479A of the Companies Act 2006.

The following subsidiary is exempt from the requirement of the Companies Act 2006 relating to the audit of the individual financial statements by virtue of section 479:

∙The Anvil Group (International) Limited

The Anvil Group (International) Limited has been consolidated within these accounts as a direct subsidiary undertaking.

Page 44


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.	Debtors
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Due after more than one year
Accrued income	181,589	332,104	-	-

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£

Due within one year
Trade debtors	28,944,014	22,799,062	-	-
Amounts owed by group undertakings	19,202,931	15,915,424	-	-
Other debtors	4,939,255	4,548,959	-	-
Accrued income	3,049,356	4,988,420	-	-
Prepayments	934,905	875,319	-	-
	57,070,461	49,127,184	-	-

Amounts owed by group undertakings are interest-free and repayable on demand.

17.	Cash and cash equivalents
		Group	Group
		2025	2024
		£	£

	Cash at bank and in hand	11,391,376	11,197,633

Page 45


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

18.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Other loans	-	61,292	-	-
Trade creditors	647,975	791,751	-	-
Amounts owed to group undertakings	69,156,935	65,360,295	5,507,194	5,507,194
Other taxation and social security	4,629,238	4,219,729	-	-
Obligations under finance lease and hire purchase contracts	-	112,244	-	-
Other creditors	3,724,800	3,541,059	-	-
Accruals	5,199,647	6,198,347	-	444,650
Deferred income	28,955,591	27,470,542	-	-
	112,314,186	107,755,259	5,507,194	5,951,844

Amounts owed to group undertakings are unsecured and repayable on demand. Interest of 6.25% is charged on amounts of £55,703,320. Other amounts are interest-free.

19.	Creditors: Amounts falling due after more than one year
		Group	Group
		2025	2024
		£	£

Other loans	-	107,261
Other creditors	423,108	812,726
	423,108	919,987

Page 46


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Amounts falling due within one year
Other loans	-	61,292	-	-
Amounts falling due 1-2 years
Other loans	-	107,261	-	-


	-	168,553	-	-

21.	Financial instruments
		Group	Group
		2025	2024
		£	£

	Financial assets
	Financial assets measured at amortised cost through profit or loss	16,330,631	15,746,592

	Financial liabilities
	Other financial liabilities measured at amortised cost through profit or loss	(6,865,681)	(3,602,351)

	Financial assets measured at amortised cost through profit or loss comprise of other debtors and cash at bank and in hand.
	Other financial liabilities measured at amortised cost through profit and loss comprise of other creditors and other loans.

Page 47


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

22.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

1,000 (2024 - 1,000) Ordinary Shares of £1.00 each	1,000	1,000

23.

Reserves

Capital contribution

Capital contributions made by the ultimate parent company, Everbridge, Inc., in respect of the Company's acquisitions of subsidiaries. These represent both cash payments made by Everbridge, Inc. on behalf of the company and the settlement of liabilities in the form of equity instruments issued by Everbridge, Inc.

Foreign exchange reserve

Foreign exchange reserves are made up of the currency translations which have occurred between the entities consolidated in the Group accounts.

Profit and loss account

The cumulative profit and loss, net of distributions to owners.

Page 48


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

24.	Share-based payments

Share-Based Compensation

Management Incentive Units

In December 2024, as part of the Merger, the Board approved the Everbridge, LP Incentive Equity Plan (the Plan) and the Everbridge, LP Co-Invest Agreement (the Co-Invest Agreement) to incentivize employees and to align the employees and management with the owners of the business.

The Plan provides for the grant of profit interests, options, equity appreciation rights and other forms of awards to employees and non-employees granted or denominated in units of Parent. Under the Plan, 11.26 million Class B Units (Incentive Units) were reserved for issuance. The Plan allows for awards to generally vest over four years based on continued service to the Company and/or its affiliates. Equity-based compensation costs for granted units are recognized as expense on a straight-line basis over the requisite service period as the services performed.

The Co-Invest Agreement offered employees the one-time opportunity to co-invest in the Company by purchasing units directly from the Company for cash. Under the Co-Invest Agreement, the purchase price was $1,000 for one Class A Unit and a number of Class B Units, based on a ratio of one Class A Unit to 111.07 Class B Units. The Company determined the Co-Invest Agreement was not compensatory in nature as the terms are no more favourable than those available to all holders of the same class of equity, therefore it does not give rise to recognizable compensation cost.

A total of 763 thousand management incentive units were granted and outstanding as of December 31, 2024 to Everbridge Holdings Limited employees. During the year ended December 31, 2025 no shares were granted. Half of the awards are subject to time-based vesting; and half are subject to certain performance-based metrics either defined in the grant agreement or determined by the Board for the applicable year. A total of 238 thousand shares vested and no shares were forfeited as of December 31, 2025. Total £690 thousand equity-based compensation expense was recognized during the year ended December 31, 2025. Total unrecognized equity-based compensation expense for service-based awards as of December 31, 2025 is £1.1 million which will be recognized over the remaining weighted average vesting period of 2.5 years.

Period from January 1, 2025 Through December 31, 2025

	Issued and Outstanding as of January 1, 2025	763,146
	Granted	-
	Repurchased	-
	Vested	(238,483)
	Forfeited	-
	Issued and Outstanding as of December 31, 2025	524,663

Page 49


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Stock-Based Compensation Expense

The Company recorded the total stock-based compensation expense as follows :
2025
£

	Cost of revenue	19,736
	Sales and marketing	419,393
	Research and development	192,427
	General and administrative	59,209
	Total	690,765

Stock-based compensation expense is recognized over the award’s expected vesting schedule, which is reduced for forfeitures.

Page 50


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

25.	Pension commitments

The Group makes contributions to a defined contribution pension scheme on behalf of its employees. During the year, contributions totalled £1,281,769 (2024 - £1,550,091). As at 31 December 2025, the Group's defined contribution pension liability was £135,795 (2024 - £234,508).

The Group operates a Defined Benefit Pension Scheme.

Under Article 51 of the Federal Decree Law no. 33 of 2021, known as the "UAE labour law" non-UAE nationals are entitled to a gratuity payment upon their resignation. This is considered to represent a defined benefit plan. This plan is unfunded and the full obligation is payable upon the resignation of the employee.

No independent actuarial valuation has been carried in relation to this plan and no actuarial assumptions have been applied to the calculation of plan liabilities. The cumulative amount of actuarial gains and losses recognised in the Statement of Comprehensive Income was £Nil (2024 - £Nil).

Reconciliation of present value of plan liabilities:
	2025	2024
	£	£

Reconciliation of present value of plan liabilities
At the beginning of the year	319,072	347,840
Current service cost	59,022	118,674
Benefits paid	(7,099)	(147,442)
At the end of the year	370,995	319,072

Present value of plan liabilities

(370,995)

(319,072)

The amounts recognised in profit or loss are as follows:
	2025	2024
	£	£

Current service cost	101,722	(118,674)
Foreign exchange	(42,700)	-
Total	59,022	(118,674)

Page 51


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

25.	Pension commitments (continued)
		2025	2024
		£	£

Reconciliation of fair value of plan liabilities:
At the beginning of the year	319,072	347,840
Current service cost	59,022	118,674
Benefits paid	(7,099)	(147,442)
Closing defined benefit obligation	370,995	319,072

26.	Commitments under operating leases
	At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2025	2024
		£	£

Not later than 1 year	544,456	785,923
Later than 1 year and not later than 5 years	264,872	824,930
	809,328	1,610,853

At 31 December 2025 the future aggregate minimum rentals receivable under non-cancellable operating leases are as follows:
	Group	Group
	2025	2024
	£	£

Not later than 1 year	497,053	100,622
Later than 1 year and not later than 5 years	964,218	418,825
Later than 5 years	9,524	-
	1,470,795	519,447

Page 52


EVERBRIDGE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

27.	Related party transactions
	The Company and Group have taken advantage of the exemption available in Section 33.1A of FRS 102 whereby they have not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the wider Group. There were no other related party transactions in the years ended 31 December 2025 or 31 December 2024.

28.	Post balance sheet events

There have been no post balance sheet events since the year end.

29.	Controlling party

The Company is a wholly owned subsidiary of Everbridge, Inc. a company incorporated in the United States of America. The results of the Group are included in the consolidated financial statements of Everbridge, Inc. which are available from 25 Corporate Drive, 4th Floor, Burlington, MA01803.

The ultimate parent undertaking is Everbridge Parent, LP a company incorporated in the United States of America. The ultimate controlling party is Thoma Bravo, LP by virtue of their majority shareholding in the ultimate parent undertaking.

Page 53