Definitive Healthcare Corp.

Previous wording

Definitive Healthcare is a leading provider of healthcare commercial intelligence. Our solutions are designed to provide accurate and comprehensive information on healthcare providers and their activities to help our customers optimize everything from product development to go-to-market planning and sales and marketing execution. Delivered through our software as a service (“SaaS”) platform, our intelligence has become important to the commercial success of our approximately 2,500 customers as of December 31, 2024. We generally define a customer as a company that maintains one or more active paid subscriptions to our platform.

Current wording

Definitive Healthcare is a leading provider of healthcare commercial intelligence. Our solutions are designed to provide accurate and comprehensive information on healthcare providers and their activities to help our customers optimize everything from product development to go-to-market planning and sales and marketing execution. Delivered through our software as a service (“SaaS”) platform, our intelligence has become important to the commercial success of our approximately 2,330 customers as of December 31, 2025. We generally define a customer as a company that maintains one or more active paid subscriptions to our platform.

Previous wording

We believe any company selling or competing within the healthcare ecosystem is a potential customer for us and contributes to our estimated current total addressable market of over $10 billion. In total, we have identified more than 100,000 potential customers that we believe could benefit from our platform.

Current wording

We believe any company selling or competing within the healthcare ecosystem is a potential customer for us and contributes to our estimated current total addressable market of over $11 billion and our serviceable addressable market of approximately $7 billion. In total, we have identified more than 100,000 potential customers that we believe could benefit from our platform.

Previous wording

On January 16, 2024, we completed the purchase of assets comprising the Carevoyance business line of H1 Insights, Inc., a product that helps medical technology (“MedTech”) customers to improve segmentation, targeting, and prospect engagement for $13.7 million, subject to closing adjustments. We finalized the purchase price allocations of the Carevoyance acquisition during the fourth quarter of 2024.

Current wording

On January 16, 2024, we completed the purchase of assets comprising the Carevoyance (as the term is defined below) business line of H1 Insights, Inc., a product that helps medical technology (“MedTech”) customers to improve segmentation, targeting, and prospect engagement for $13.7 million, subject to closing adjustments. We finalized the purchase price allocations of the Carevoyance acquisition during the fourth quarter of 2024.

Previous wording

On July 21, 2023, we completed the acquisition of Populi, Inc. (“Populi”), a provider-focused data and analytics company that works with healthcare organizations to optimize physician relationships, reduce network leakage, and expand market share, for total consideration of $54.1 million, consisting of approximately $46.4 million of cash paid at closing, a $0.1 million reimbursement from sellers for working capital adjustments, and up to $28.0 million of contingent consideration, with an initial estimated fair value of $7.8 million, subject to meeting certain revenue metrics during calendar years 2024 and 2025. We finalized the purchase price allocations of the Populi acquisition during the first quarter of 2024. See Note 3. Acquisitions in the accompanying consolidated financial statements.

Current wording

On July 21, 2023, we completed the acquisition of Populi, a provider-focused data and analytics company that works with healthcare organizations to optimize physician relationships, reduce network leakage, and expand market share, for total consideration of $54.1 million, consisting of approximately $46.4 million of cash paid at closing, a $0.1 million reimbursement from sellers for working capital adjustments, and up to $28.0 million of contingent consideration, with an initial estimated fair value of $7.8 million, subject to meeting certain revenue metrics during calendar years 2024 and 2025. We finalized the purchase price allocations of the Populi acquisition during the first quarter of 2024. See Note 3. Acquisitions to our accompanying consolidated financial statements.

Previous wording

We will continue to monitor for potential impairment should impairment indicators arise. See Note 9. Goodwill and Intangible Assetsin the accompanying consolidated financial statements. Our reporting unit is at risk for future goodwill impairments if we experience a continued decline in our market capitalization or worsening macroeconomic conditions.

Current wording

We will continue to monitor for potential impairment should impairment indicators arise. See Note 10. Goodwill and Intangible Assetsto our accompanying consolidated financial statements. Our reporting unit is at risk for future goodwill impairments if we experience a continued decline in our market capitalization or worsening macroeconomic conditions.

Previous wording

During the year ended 2024, we consolidated certain leased office space at our corporate headquarters and, as a result, recorded impairment charges of $1.2 million, comprised of $0.9 million related to the operating lease right-of-use asset and $0.3 million related to leasehold improvements. These non-cash charges were recognized within transaction, integration, and restructuring expenses in our consolidated statements of operations.

Current wording

In fiscal year 2024, we recorded impairment charges of $1.2 million related to the consolidation of certain leased office space at our corporate headquarters. These charges comprised $0.9 million relating to the operating lease right-of-use assets and $0.3 million relating to the leasehold improvements. During the year ended December 31, 2025, we incurred additional impairment charges of $0.6 million related to the operating lease right-of-use assets. These charges were recognized within transaction, integration, and restructuring expenses in our consolidated statements of operations for each respective period.

Previous wording

During the first and third quarters of 2023, we committed to restructuring plans intended to reduce operating costs, improve operating margins, and continue advancing our ongoing commitment to profitable growth by reducing our workforce by approximately 100 people and, as a result, incurred restructuring and related charges of $4.7 million during the year ended December 31, 2023. These charges consisted primarily of severance payments, employee benefits, and related cash expenses. These charges were recognized within Transaction, integration, and restructuring expenses in the accompanying consolidated statement of operations.

Current wording

During the first and third quarters of 2023, we committed to restructuring plans intended to reduce operating costs, improve operating margins, and continue advancing our ongoing commitment to profitable growth by reducing our workforce by approximately 100 people and, as a result, incurred restructuring and related charges of $4.7 million during the year ended December 31, 2023. These charges consisted primarily of severance payments, employee benefits, and related cash expenses. These charges were recognized within transaction, integration, and restructuring expenses in the accompanying consolidated statements of operations.

Previous wording

As part of the 2024 Restructuring Plan, we made significant changes to our go-to-market team that reduced overlay expenses, created a separate group and sales motion for our small and medium sized customers, and allocated more resources to our Enterprise Customers. These changes, coupled with continued macroeconomic headwinds, disrupted our sales efforts throughout 2024 impacting both new customer acquisition and upsell to existing customers and also causing heightened customer churn. As we moved through 2024, we did not see subscription renewals return to historical levels. Based on these impacts, we expect our revenue to decline in 2025 compared with 2024.

Current wording

As part of the 2024 Restructuring Plan, we made significant changes to our go-to-market team that reduced overlay expenses, created a separate group and sales motion for our small and medium sized customers, and allocated more resources to our Enterprise Customers (as the term is defined below). These changes initially created disruptions to our sales efforts in fiscal year 2024, impacting both new customer acquisition and upsell to existing customers. These factors, in addition to the lower than historical renewal rates we observed throughout fiscal year 2025, impacted our results in 2025, and we expect will continue to impact our results into 2026.

Previous wording

We have had significant executive transitions in 2024. On November 7, 2024, the Company announced that, following discussions regarding the scope of the role of Chief Financial Officer, Richard Booth, the Company’s Chief Financial Officer, and the Company agreed that Mr. Booth will be leaving the Company effective June 1, 2025. After a thorough search process, our board of directors appointed Casey Heller, our current Senior Vice President of Finance, to the role of Chief Financial Officer effective on June 2, 2025.

Current wording

On November 7, 2024, we announced that our former Chief Financial Officer, Richard Booth, would be leaving the Company effective June 1, 2025. After a thorough search process, our Board appointed Casey Heller, our former Senior Vice President of Finance, to the role of Chief Financial Officer effective June 2, 2025.

Previous wording

As a corporation with a global footprint, we are subject to risks and exposures caused by significant events and their macroeconomic impacts, including, but not limited to, the Russia-Ukraine war, the conflict in Israel and surrounding areas, global geopolitical and trade tensions and more recently, inflation and high interest rates, volatility in the capital markets, liquidity concerns at, and failures of, banks and other financial institutions, and related market uncertainty. We continuously monitor the direct and indirect impacts, and the potential for future impacts, of these circumstances on our business and financial results, as well as the overall global economy and geopolitical landscape. While our revenue and earnings have historically been relatively predictable as a result of our subscription-based business model, the potential implications of these macroeconomic events on our business, results of operations and overall financial position, particularly in the long term, introduce additional uncertainty.

Current wording

As a corporation with a global footprint, we are subject to risks and exposures caused by significant events and their macroeconomic impacts, including, but not limited to, fluctuating inflation and high interest rates, volatility in the capital markets, international trade policies, including tariffs, sanctions, and trade barriers, and related market uncertainty, the conflict in Ukraine and the regional instability in the Middle East, and global geopolitical tensions. We continuously monitor the direct and indirect impacts, and the potential for future impacts, of these circumstances on our business and financial results, as well as the overall global economy and geopolitical landscape. While our revenue and earnings have historically been relatively predictable as a result of our subscription-based business model, the potential implications of these macroeconomic events on our business, results of operations and overall financial position, particularly in the long term, introduce additional uncertainty.

Previous wording

We have been observing changes in the healthcare claims data market as a result of data source disruption earlier in calendar year 2024, including how data providers are reviewing pricing, data availability, and use terms, all of which may negatively impact the prices at which we acquire such data. We are continuing to evaluate these and other past and potential future direct and indirect impacts on our business and results of operations.

Current wording

We have been observing changes in the healthcare claims data market as a result of data source disruption in calendar year 2024, including how data providers are reviewing pricing, data availability, and use terms, all of which may negatively impact the prices at which we acquire such data. We are continuing to evaluate these and other past and potential future direct and indirect impacts on our business and results of operations. We worked throughout 2025 to mitigate potential risk through renegotiation of select existing agreements and the addition of new data sources and will continue to do so in 2026.

Previous wording

We plan to organically grow the number of customers that use our platform by increasing demand for our platform and penetrating our addressable market. Our results of operations and growth prospects will depend, in part, on our ability to attract new customers. We intend to drive new customer acquisition with our efficient go-to-market engine by continuing to invest in our sales and marketing efforts and developing new use cases for our platform. Customers generating more than $100,000 in Annual Recurring Revenue (“ARR”), which we refer to as “Enterprise Customers”, represent the majority of our ARR and are a key focus of our go-to-market programs.

Current wording

We plan to organically grow the number of customers that use our platform by increasing demand for our platform and penetrating our addressable market. Our results of operations and growth prospects will depend, in part, on our ability to attract new customers. We intend to drive new customer acquisition with our efficient go-to-market engine by continuing to invest in our sales and marketing efforts and developing new use cases for our platform. Customers generating more than $100,000 in ARR, which we refer to as “Enterprise Customers,” represent the majority of our ARR and are a key focus of our go-to-market programs.

Previous wording

In the second quarter of 2024, we completed a project to refresh our customer hierarchy methodology to reflect industry consolidation and to better reflect our go-to-market strategy as we increased resources and focus on Enterprise Customers. In some cases, this consolidated certain existing customer legal entities under larger parent accounts, and therefore reduced total customer count. As a result, our customer counts are not directly comparable to previously reported values and prior year customer counts have been revised to also reflect the updated customer hierarchy methodology. We believe this view of customer counts better reflects our updated selling and go-to-market strategy. Using the updated methodology, our total customer count, which includes smaller customers, was approximately 2,500 as of December 31, 2024 compared with approximately 2,750 customers as of December 31, 2023. Our smaller customers have churned at disproportionately higher rates, primarily due to current macroeconomic conditions.

Current wording

Our total customer count, which includes smaller customers, was approximately 2,330 as of December 31, 2025, compared with approximately 2,500 customers as of December 31, 2024. Our Enterprise Customer accounts have decreased by eight to 511 customers as of December 31, 2025 compared with 519 customers as of December 31, 2024. Our smaller customers have churned at disproportionately higher rates year-over-year, primarily due to current macroeconomic conditions.

Previous wording

We believe there is a significant opportunity to generate additional revenue from our existing customer base of approximately 2,500 customers, as adjusted, as of December 31, 2024.

Current wording

We believe there is a significant opportunity to generate additional revenue from our existing customer base of approximately 2,330 customers as of December 31, 2025.

Previous wording

Our progress in expanding usage of our platform with our existing customers is demonstrated by our Net Dollar Retention (“NDR”) (see “Key Metrics”). For the year ended December 31, 2024, our NDR for Enterprise Customers was 90%. As of December 31, 2024, we had 519 Enterprise Customers, which represented approximately 68% of our ARR. Our NDR for all customers over $17,500 ARR was 85%. For the year ended December 31, 2023, our NDR for Enterprise Customers was 96% and our NDR for all customers over $17,500 ARR was 92%. For the year ended December 31, 2022, our NDR for Enterprise Customers was 110% and our NDR for all customers over $17,500 ARR was 103%.

Current wording

Our progress in expanding usage of our platform with our existing customers is measured by our Net Dollar Retention Rate (“NDR”) (see “Key Metrics”). For the year ended December 31, 2025, our NDR for Enterprise Customers was 85%. As of December 31, 2025, we had 511 Enterprise Customers, which represented approximately 69% of our ARR. Our NDR for all customers over $17,500 ARR was 82%. For the year ended December 31, 2024, our NDR for Enterprise Customers was 90% and our NDR for all customers over $17,500 ARR was 85%. For the year ended December 31, 2023, our NDR for Enterprise Customers was 96% and our NDR for all customers over $17,500 ARR was 92%.

Previous wording

Unfavorable macroeconomic challenges are elongating deal cycles as customers implement more stringent approval processes or delay spending decisions, which impacts revenue from our existing customers, including upsells. As previously discussed, we have also experienced a significant number of deferred purchasing decisions and heightened customer churn, particularly in the Life Science market, along with sales execution challenges impacting new customer acquisition and upsell to existing customers. As a result, our total NDR of 85% for the year ended December 31, 2024 is lower relative to our total NDR of 91% for the year ended December 31, 2023.

Current wording

Unfavorable macroeconomic challenges are elongating deal cycles as customers implement more stringent approval processes or delay spending decisions, which impacts revenue from our existing customers, including upsells. As previously discussed, we have also experienced a significant number of deferred purchasing decisions and heightened customer churn, particularly in the Life Science market, along with sales execution challenges impacting new customer acquisition and upsell to existing customers. As a result, our total NDR of 81% for the year ended December 31, 2025 is lower relative to our total NDR of 85% for the year ended December 31, 2024.

Previous wording

We monitor current remaining performance obligations as a metric to help us evaluate the health of our business and identify trends affecting our growth. cRPO represents the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue within the next twelve months. cRPO is not necessarily indicative of future revenue growth. In addition to total contract volume, cRPO is influenced by several factors, including seasonality, disparate contract terms, and the timing of renewals, because renewals tend to be most frequent in the fourth quarter. The value of contracts that included cancellation terms began to increase significantly during the third quarter of 2023 compared with prior periods as most of these contracts were inherited from the Populi acquisition. This precludes several millions of dollars of business from being included in the cRPO metric and puts further downward pressure on the cRPO growth rate. Due to these factors, it is important to review cRPO in conjunction with revenue and other financial metrics.

Current wording

We monitor current remaining performance obligations as a metric to help us evaluate the health of our business and identify trends affecting our growth. cRPO represents the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue within the next twelve months. cRPO is not necessarily indicative of future revenue growth. In addition to total contract volume, cRPO is influenced by several factors, including seasonality, disparate contract terms, and the timing of renewals, because renewals tend to be most frequent in the fourth quarter. Due to these factors, it is important to review cRPO in conjunction with revenue and other financial metrics.

Previous wording

Our cRPO will continue to be impacted by macroeconomic challenges, which have resulted in elongating deal cycles as customers implement more stringent approval processes or push out final decisions to later periods. We have also observed cancelations due to the impacts of such challenges on the financial condition of our customers, particularly in the Life Science market. We expect this trend will continue to reduce our revenue growth rate for 2025 relative to 2024.

Current wording

Our cRPO will continue to be impacted by macroeconomic challenges, which have resulted in elongating deal cycles as customers implement more stringent approval processes or push out final decisions to later periods. We expect this trend, along with the continued pressures on our renewals and other factors, will result in a negative revenue growth rate for 2026 relative to 2025. In addition, we experienced a drop in the mix of new customers committing to multi-year subscriptions versus single-year subscriptions, resulting in reductions to cRPO and total remaining performance obligations.

Previous wording

We seek to enhance our platform, data and business through internal development and through acquisitions of and investments in businesses that broaden and strengthen our platform. On January 16, 2024, we completed the purchase of assets comprising the Carevoyance business line of H1 Insights, Inc., a product that helps MedTech customers to improve segmentation, targeting, and prospect engagement. In July 2023, we completed the acquisition of Populi, Inc., a provider-focused data and analytics company that works with healthcare organizations to optimize physician relationships, reduce network leakage, and expand market share. In February 2022, we completed our acquisition of Analytical Wizards Inc., a company that specializes in automating complex analytic models using tools that expedite efficient big data mining through A.I. power to uncover deep insights. These acquisitions have strengthened our data platform and our business. Acquisitions can result in transaction costs, amortization expense and other adjustments as purchase accounting requires that all assets acquired and liabilities assumed be recorded at fair value on the acquisition date. See Note 3. Acquisitions in our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

Current wording

We seek to enhance our platform, data and business through internal development and through acquisitions of and investments in businesses that broaden and strengthen our platform. During fiscal year 2024, we completed the purchase of assets comprising the Carevoyance business line of H1 Insights, Inc., a product that helps MedTech customers to improve segmentation, targeting, and prospect engagement. During fiscal year 2023, we completed the acquisition of Populi, Inc., a provider-focused data and analytics company that works with healthcare organizations to optimize physician relationships, reduce network leakage, and expand market share.

Previous wording

For the year ended December 31, 2024, we derived approximately 97% of our revenue from subscription services and the remainder from professional services. Our subscription services consist primarily of subscription fees for access to our platform and stand-ready support. Our subscription contracts typically have a term ranging from 1 to 3 years and are non-cancellable. We typically bill for services in advance annually, and we typically require payment at the beginning of each annual period. Our subscription revenue is recognized ratably over the contract term. Our professional services revenue typically is derived from non-recurring consulting services or from other one-time deliveries which are generally capable of being distinct and can be accounted for as separate performance obligations. Revenue related to these professional services is recognized at a point in time, when the performance obligations under the terms of the contract are satisfied and control has been transferred to the customer.

Current wording

For the year ended December 31, 2025, we derived approximately 96% of our revenue from subscription services and the remainder from professional services. Our subscription services consist primarily of subscription fees for access to our platform and stand-ready support. Our subscription contracts typically have a term ranging from 1 to 3 years and are non-cancellable. We typically bill for services in advance annually, and we typically require payment at the beginning of each annual period. Our subscription revenue is recognized ratably over the contract term. Our professional services revenue typically is derived from non-recurring consulting services or from other one-time deliveries which are generally capable of being distinct and can be accounted for as separate performance obligations. Revenue related to these professional services is recognized at a point in time, when the performance obligations under the terms of the contract are satisfied and control has been transferred to the customer.

Previous wording

We have been observing changes in the healthcare claims data market as a result of data source disruption since early 2024, including how data providers are reviewing pricing, data availability, and use terms, all of which may negatively impact the prices at which we acquire such data.

Current wording

We have been observing changes in the healthcare claims data market as a result of data source disruption since early 2024, including how data providers are reviewing pricing, data availability, and use terms, all of which may negatively impact the prices at which we acquire such data. We worked throughout 2025 to mitigate potential risk through the renegotiation of select existing agreements and the addition of new data sources and will continue to do so in 2026.

Previous wording

Gross profit is revenue less cost of revenue, and gross margin is gross profit as a percentage of revenue. Gross profit and gross margin have been and will continue to be affected by various factors, including the costs associated with third-party data and third-party hosting services, leveraging economies of scale, and the extent to which we introduce new intelligence modules, features or functionality or expand our customer support and service organizations, hire additional personnel or complete additional acquisitions. We expect that our gross profit and gross margin will fluctuate from period to period depending on the interplay of these various factors.

Current wording

Gross profit is revenue less cost of goods sold and amortization related to cost of goods sold, and gross margin is gross profit as a percentage of revenue. Gross profit and gross margin have been and will continue to be affected by various factors, including the costs associated with third-party data and third-party hosting services, leveraging economies of scale, and the extent to which we introduce new intelligence modules, features or functionality or expand our customer support and service organizations, hire additional personnel or complete additional acquisitions. We expect that our gross profit and gross margin will fluctuate from period to period depending on the interplay of these various factors.

Previous wording

We expect that gross profit margin for 2025 will continue to be impacted by the expansion of data sources and the anticipated revenue declines, as described above. Revenue declines, in combination with our largely fixed cost structure, are expected to result in a decrease in gross profit margin in 2025.

Current wording

Revenue declines, in combination with our largely fixed cost structure, are expected to result in a decrease in gross profit margin in 2026. Additionally, we received one-time credits during fiscal year 2025 resulting from renegotiations on existing data contracts, which will not repeat and will contribute to a year-over-year decrease in gross profit margins in 2026.

Previous wording

Sales and marketing. Sales and marketing expenses primarily consist of personnel costs such as salaries, bonuses, sales commissions, stock-based compensation, and other employee-related benefits for our sales and marketing teams, as well as non-personnel costs including overhead costs, technology and advertising costs. While we have slowed hiring in response to macroeconomic conditions, and expect to maintain slower levels until macroeconomic conditions improve, we have continued to hire additional sales and marketing personnel, enhance our digital marketing infrastructure and invest in marketing programs targeting our major vertical markets.

Current wording

Sales and marketing. Sales and marketing expenses primarily consist of personnel costs such as salaries, bonuses, sales commissions, stock-based compensation, and other employee-related benefits for our sales and marketing teams, as well as non-personnel costs including overhead costs, technology and advertising costs. While we have slowed hiring in response to macroeconomic conditions, and expect to maintain slower levels until macroeconomic conditions improve, we have continued to make targeted investments in growth areas like enhancing our digital marketing capabilities.

Previous wording

Product development. Product development expenses primarily consist of personnel costs such as salaries, bonuses, stock-based compensation, and other employee-related benefits for our engineering, data science and product teams, as well as non-personnel costs including overhead costs. We believe that our core technologies and ongoing innovation represent a significant competitive advantage for us, and we continue to invest in systems optimization and product improvements for our customers, enhance our software development team and invest in automation and A.I. to drive higher quality data and deeper insights.

Current wording

Product development. Product development expenses primarily consist of personnel costs such as salaries, bonuses, stock-based compensation, and other employee-related benefits for our engineering, data science and product teams, as well as non-personnel costs including overhead costs. We believe that our core technologies and ongoing innovation represent a significant competitive advantage for us, and we continue to invest in systems optimization and product improvements for our customers, enhance our software development team and invest in automation and AI to drive higher quality data and deeper insights. In fiscal year 2025, we made investments in software application development tools and have shifted more development efforts to innovation and growth initiatives, both of which have been resulted in increases to capitalized software and payroll.

Previous wording

General and administrative. General and administrative expenses primarily consist of personnel costs such as salaries, bonuses, stock-based compensation, and other employee-related benefits for our executive, finance, legal, human resources, IT and operations, and administrative teams, as well as non-personnel costs including overhead costs, professional fees and other corporate expenses. General and administration expenses also include sales tax amounts payable to taxation authorities, inclusive of interest and penalties, for customers that we did not collect sales taxes from, due to misclassifications of products and services for sales tax purposes. We do not expect sales taxes and related interest and penalties to be an ongoing component of our general and administrative expense as we have completed voluntary disclosure agreements, registered with certain tax authorities, and commenced collection of sales taxes from customers in these tax jurisdictions. We have slowed hiring in response to macroeconomic conditions and do not expect to increase it until macroeconomic conditions improve.

Current wording

General and administrative. General and administrative expenses primarily consist of personnel costs such as salaries, bonuses, stock-based compensation, and other employee-related benefits for our executive, finance, legal, human resources, IT and operations, and administrative teams, as well as non-personnel costs including overhead costs, professional fees and other corporate expenses. Prior to fiscal year 2025, general and administration expenses also included sales tax amounts payable to taxation authorities, inclusive of interest and penalties, for customers that we did not collect sales taxes from due to misclassifications of products and services for sales tax purposes. We do not expect sales taxes and related interest and penalties to be an ongoing component of our general and administrative expense as we have completed voluntary disclosure agreements, registered with certain tax authorities, and commenced collection of sales taxes from customers in these tax jurisdictions. We have slowed hiring in response to macroeconomic conditions and do not expect to increase it until macroeconomic conditions improve.

Previous wording

Depreciation and Amortization. Depreciation and amortization expenses consist primarily of amortization of intangible assets resulting from acquisitions, business combinations, and purchases of data assets, as well as depreciation of property and equipment. We anticipate depreciation of property and equipment as a percentage of revenue to moderately decrease, although amortization will increase if we make additional acquisitions and data asset purchases in the future.

Current wording

Depreciation and Amortization. Depreciation and amortization expenses consist primarily of amortization of intangible assets resulting from acquisitions, business combinations, and purchases of data assets, as well as depreciation of property and equipment. We anticipate depreciation of property and equipment as a percentage of revenue to moderately increase as we continue to make investments in internal software development.

Previous wording

Transaction, integration and restructuring expenses. Transaction, integration, and restructuring expenses are costs directly associated with various acquisition, strategic partnership, and integration activities we have undertaken, primarily accounting, legal due diligence, consulting, and advisory fees, as well as expenses related to our restructuring plans committed to in 2024 and 2023 and our office relocations and consolidations.

Current wording

Transaction, integration and restructuring expenses. Transaction, integration, and restructuring expenses are costs directly associated with various acquisition, strategic partnership, and integration activities we have undertaken, primarily accounting, legal due diligence, consulting, and advisory fees, as well as expenses related to the 2024 Restructuring Plan and our office relocations and consolidations.

Previous wording

Goodwill impairment. Goodwill represents the excess of consideration transferred over the fair value of tangible and identifiable intangible net assets acquired and the liabilities assumed in a business combination. Substantially all of our goodwill was recognized in the purchase price allocations when our Company was acquired in 2019 by Advent, with smaller incremental amounts recognized in subsequent business combinations. Goodwill is not amortized, but is tested for impairment at the reporting unit level annually and more frequently if indicators of potential impairment arise. In conducting the impairment test, we first review qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying amount.

Current wording

Goodwill impairment. Goodwill represents the excess of consideration transferred over the fair value of tangible and identifiable intangible net assets acquired and the liabilities assumed in a business combination. A substantial portion of our goodwill was recognized in the purchase price allocations when our Company was acquired in 2019 by Advent, with smaller incremental amounts recognized in subsequent business combinations. Goodwill is not amortized, but is tested for impairment at the reporting unit level annually and more frequently if indicators of potential impairment arise. In conducting the impairment test, we first review qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying amount.

Previous wording

When testing goodwill for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If we elect to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that carrying value exceeds its fair value, we perform a quantitative goodwill impairment test. Under the quantitative goodwill impairment test, if our reporting unit’s carrying amount exceeds its fair value, we will record an impairment charge based on that difference. Recently, we have experienced declines in our market capitalization as a result of sustained decreases in our stock price, which represented triggering events requiring our management to perform quantitative goodwill impairment tests. As a result of each impairment test, we determined that the fair value of our single reporting unit was lower than its carrying value and, accordingly, recorded non-cash, pre-tax, goodwill impairment charges of $688.9 million and $287.4 million during the years ended December 31, 2024 and 2023, respectively. The goodwill impairment charges did not affect our liquidity or the financial covenants in our outstanding debt agreement.

Current wording

When testing goodwill for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If we elect to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that carrying value exceeds its fair value, we perform a quantitative goodwill impairment test. Under the quantitative goodwill impairment test, if our reporting unit’s carrying amount exceeds its fair value, we will record an impairment charge based on that difference. Over the past three years, we have experienced declines in our market capitalization as a result of sustained decreases in our stock price, which represented triggering events requiring our management to perform quantitative goodwill impairment tests. As a result of each impairment test, we determined that the fair value of our single reporting unit was lower than its carrying value and, accordingly, recorded non-cash, pre-tax, goodwill impairment charges of $196.1 million, $688.9 million, and $287.4 million during the years ended December 31, 2025, 2024, and 2023, respectively. The goodwill impairment charges did not affect our liquidity or the financial covenants in our outstanding debt agreement.

Previous wording

Other income, net consists primarily of the revaluation of Tax Receivable Agreement liabilities and realized and unrealized gains and losses related to the impact of transactions denominated in a foreign currency. Significant changes in the projected liability resulting from the Tax Receivable Agreement may occur based on changes in anticipated future taxable income, changes in applicable tax rates, or other changes in tax attributes that may occur and could affect the expected future tax benefits to be received by us. We do not have significant exposure to foreign exchange volatility and do not anticipate foreign currency transaction gains or losses to materially impact our results of operations.

Current wording

Other income, net consists primarily of the revaluation of TRA liabilities, realized and unrealized gains and losses related to the impact of transactions denominated in a foreign currency, and the loss on partial extinguishment of debt resulting from the refinancing of our credit agreement in fiscal year 2025. Significant changes in the projected liability resulting from the TRA may occur based on changes in anticipated future taxable income, changes in applicable tax rates, or other changes in tax attributes that may occur and could affect the expected future tax benefits to be received by us. We do not have significant exposure to foreign exchange volatility and do not anticipate foreign currency transaction gains or losses to materially impact our results of operations.

Previous wording

Revenue was largely flat, increasing $0.8 million, or 0%, for the year ended December 31, 2024 compared with the same period in the prior year, resulting from higher subscription revenue of $1.8 million, partially offset by lower professional service revenue of $1.0 million. Revenue attributable to new customers in 2024 increased $17.1 million, which was partially offset by a $16.3 million decrease in revenue from customers that existed prior to the start of 2024.

Current wording

Revenue decreased $10.7 million, or 4%, for the year ended December 31, 2025 compared with the same period in the prior year, resulting from lower subscription revenue of $12.7 million, partially offset by higher professional services revenue of $2.0 million. Revenue attributable to customers that existed prior to the start of 2025 decreased $33.7 million, which was partially offset by a $23.0 million increase in revenue from new customers in 2025, inclusive of revenue from a data partnership that was launched earlier this year.

Previous wording

Total cost of revenue increased $7.3 million, or 15%, for the year ended December 31, 2024 compared with the same period in the prior year. This increase was driven primarily by a $6.0 million increase in hosting fees and data subscription costs as a result of expanded customer usage of our platform and the Populi acquisition and an increase of $1.3 million in amortization expense resulting from new data purchases. In addition, a $0.6 million decrease in personnel costs, driven primarily by the 2024 Restructuring Plan, was offset by a $0.6 million increase in other costs, of which there were no individually significant drivers.

Current wording

Total cost of revenue increased $3.5 million, or 6%, for the year ended December 31, 2025 compared with the same period in the prior year. The increase was driven primarily by a $6.2 million increase in amortization expense resulting from new data asset purchases and higher rates of amortization on certain technology assets amortized under economic consumption methods, partially offset by a $1.7 million net decrease in hosting fees and data subscription and collection costs. Though we continue to experience increased data and hosting costs as a result of expanded customer usage of our platform, the year-over-year net decrease in these costs was primarily driven by one-time credits during the current year resulting from renegotiations on existing data contracts and the exit of a major data contract from a prior acquisition that no longer provided an economic benefit to the Company. We also experienced a $1.0 million decrease in personnel costs, including stock-based compensation, which was primarily driven by a moderate reduction in headcount.

Previous wording

Operating expenses, which include goodwill impairment charges of $688.9 million recorded during the year ended December 31, 2024 compared with $287.4 million incurred during the year ended December 31, 2023 (refer to Note 9. Goodwill and Intangible Assets in the accompanying consolidated financial statements for further details), increased $374.6 million, or 70%, for the year ended December 31, 2024 compared with the same period in the prior year. The increase to operating expenses as compared to the prior-year period was primarily driven by higher goodwill impairment charges in the current period, partially offset by:

Current wording

Operating expenses, which include goodwill impairment charges of $196.1 million recorded during the year ended December 31, 2025 compared with $688.9 million incurred during the year ended December 31, 2024 (refer to Note 10. Goodwill and Intangible Assets to our accompanying consolidated financial statements for further details), decreased $500.7 million, or 55%, for the year ended December 31, 2025 compared with the same period in the prior year. The decrease in operating expenses as compared to the prior-year period was primarily driven by lower goodwill impairment charges in the current period, and:

Previous wording

A decrease in sales and marketing expense of $10.7 million for the year ended December 31, 2024, primarily driven by lower personnel costs, including stock-based compensation expense, resulting from the 2024 Restructuring Plan;

Current wording

A decrease in sales and marketing expense of $2.2 million for the year ended December 31, 2025, primarily due to lower personnel costs in the current period, including stock-based compensation expense, resulting from the 2024 Restructuring Plan and the departure of certain executive-level employees in the prior year, which did not repeat at the same level during the year ended December 31, 2025, partially offset by increased costs associated with new software applications and with certain sales and marketing events and advertising campaigns in the current period;

Previous wording

A decrease in general and administrative expense of $9.6 million for the year ended December 31, 2024, primarily driven by lower professional service fees, expense relief from sales tax exposure during the year resulting from voluntary disclosure agreements and finalized favorable rulings on the taxability of our products in certain states, lower personnel costs, including stock-based compensation expense, resulting from the 2024 Restructuring Plan and the departure of certain executive-level employees, and lower franchise taxes;

Current wording

An increase in general and administrative expense of $2.4 million for the year ended December 31, 2025, primarily driven by higher professional fees and severance costs associated with strategic initiatives, higher franchise taxes, and a charge for the write-off of deferred offering costs associated with our expired shelf registration. Further contributing to the increase was expense relief during the year ended December 2024 from sales tax exposure resulting from voluntary disclosure agreements and finalized favorable rulings on the taxability of our products in certain states that did not repeat in the year ended December 31, 2025. These increases were partially offset by bad debt recoveries and lower stock-based compensation expense during the year ended December 31, 2025, primarily driven by decreases in our stock price and higher costs incurred during the year ended December 31, 2024 associated with equity grant modifications resulting from the 2024 Restructuring Plan and the departure of certain executive-level employees, which did not repeat at the same level during the year ended December 31, 2025;

Previous wording

A decrease in depreciation and amortization expense of $1.4 million for the year ended December 31, 2024, primarily driven by certain customer relationship intangible assets utilizing economic consumption amortization methods with lower amortization in the current period; and

Current wording

A decrease in depreciation and amortization expense of $1.8 million for the year ended December 31, 2025, primarily driven by certain customer relationship intangible assets utilizing economic consumption amortization methods with lower amortization in the current period; and

Previous wording

An increase in transaction, integration and restructuring expenses of $0.7 million for the year ended December 31, 2024, primarily driven by higher restructuring costs incurred in the current period associated with the 2024 Restructuring Plan and impairment charges resulting from the consolidation of certain leased office facilities, partially offset by lower acquisition related costs in the current period.

Current wording

A decrease in transaction, integration and restructuring expenses of $4.6 million for the year ended December 31, 2025, primarily driven by higher costs incurred in the prior year period associated with the 2024 Restructuring Plan and the consolidation of certain leased office facilities, which did not repeat at the same level during the current period, partially offset by higher acquisition and integration costs during the current period, including an integration charge to recognize a liability for a major data contract from a prior acquisition that no longer provided an economic benefit to the Company.

Previous wording

Total other income, net was $77.1 million for the year ended December 31, 2024 compared to total other income, net of $21.6 million in the same period in the prior year. The overall change was primarily attributable to a $76.9 million Tax Receivable Agreement liability remeasurement gain in the year ended December 31, 2024, primarily driven by the impairment of goodwill, as well as changes in future realizability of tax attributes payable under the Tax Receivable Agreement, compared with a $23.5 million Tax Receivable Agreement liability remeasurement gain in the comparable prior year period. The increase in the Tax Receivable Agreement liability remeasurement gain year-over-year was primarily driven by an increase in the goodwill impairment charges of $401.5 million in the year ended December 31, 2024 compared with the same period in the prior year. Interest income earned from our short-term investments also increased by $0.9 million to $14.6 million in the year ended December 31, 2024 compared with $13.6 million in the comparable prior year period.

Current wording

Total other income, net was $15.0 million for the year ended December 31, 2025 compared to total other income, net of $77.1 million in the same period in the prior year. The overall change was primarily attributable to a decrease in the TRA liability remeasurement gain of $55.2 million to $21.7 million during the year ended December 31, 2025, compared with a TRA liability remeasurement gain of $76.9 million during the year ended December 31, 2024. These TRA remeasurement gains were primarily driven by the impairments of goodwill during the respective periods, as well as changes in future realizability of tax attributes payable under the TRA. The decrease in the TRA liability remeasurement gain year-over-year was primarily driven by a decrease in goodwill impairment charges of $492.8 million during the year ended December 31, 2025 compared with the prior year period. Interest income earned from our short-term investments also decreased by $7.6 million to $7.0 million in the year ended December 31, 2025 compared with $14.6 million in the comparable prior year period, and interest expense decreased to $11.3 million during the year ended December 31, 2025 compared with $14.8 million during the year ended December 31, 2024. Also contributing to the decrease in other income, net during the current year were foreign currency transaction losses of $1.8 million and a loss on the partial extinguishment of debt of $0.5 million.

Previous wording

Benefit from income taxes for the year ended December 31, 2024 was $42.3 million compared to $18.6 million in the same period in the prior year. The overall increase was primarily attributed to a larger impairment of goodwill during the current period compared with the same period in the prior year.

Current wording

Benefit from income taxes for the year ended December 31, 2025 was $10.0 million compared to $42.3 million in the same period in the prior year. The overall decrease was primarily attributed to smaller goodwill impairment charges during the current period compared with the same period in the prior year.