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 2,400 customers as of September 30, 2025. 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 data and analytics. We provide accurate, comprehensive information on healthcare providers and their activities, enabling customers to make informed decisions across product development, go-to-market planning, and sales and marketing execution. We also offer claims and consumer analytics built from modeled data on millions of unique consumers to help healthcare organizations target, message, and engage specific healthcare audiences. Delivered through our software as a service products and solutions, our data is important to the commercial success of our approximately 2,260 customers as of March 31, 2026. We generally define a customer as a company that maintains one or more active paid subscriptions.

Previous wording

We sell into three end markets: Life Sciences, Provider, and Diversified. Life Sciences is made up of biopharmaceutical and medical device companies; Providers are the healthcare providers; and Diversified includes healthcare information technology companies and other organizations seeking commercial success in the attractive but complex healthcare ecosystem, such as staffing firms, commercial real estate firms, and financial institutions. Within these organizations, our platform is leveraged by a broad set of functional groups, including sales, marketing, clinical research and product development, strategy, talent acquisition, and physician network management. We offer access to our platform on a subscription basis, and we generate substantially all of our revenue from subscription fees.

Current wording

We serve three primary end markets: Life Sciences, Provider, and Diversified. Our Life Sciences customers comprise biopharmaceutical and medical device companies. Providers comprise hospitals, health systems, and other care delivery organizations. Diversified customers include healthcare information technology companies and other organizations operating within the healthcare market, such as staffing firms, commercial real estate firms, financial institutions, and marketing and advertising agencies. Within these organizations, our data serves a broad set of functional groups, including sales, marketing, clinical research, product development, strategy, talent acquisition, and physician network management. Customers access our data products on a subscription basis, and we generate substantially all our revenue from subscription fees.

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 that includes a more focused serviceable addressable market of approximately $7 billion. In total, our target universe includes more than 100,000 potential customers that we believe could benefit from our products.

Previous wording

During the first quarter of 2024, we committed to a restructuring plan intended to reduce operating costs, improve operating margins, and continue advancing our ongoing commitment to profitable growth (the “2024 Restructuring Plan”). The 2024 Restructuring Plan provided for a reduction of the Company’s current workforce by approximately 150 people. During the three and nine months ended September 30, 2024, we incurred restructuring and related charges of $0.2 million and $8.0 million, respectively, consisting primarily of severance payments, employee benefits, and related cash expenses. These charges were recognized within transaction, integration, and restructuring expenses in our unaudited condensed consolidated statements of operations. We do not expect to incur any additional material charges associated with the 2024 Restructuring Plan.

Current wording

In the first quarter of 2026, we committed to a restructuring plan (the “2026 Restructuring Plan”) intended to reduce operating costs, improve operating margins, and continue advancing the Company’s ongoing commitment to profitable growth. The 2026 Restructuring Plan provided for a reduction of our current workforce by approximately 40 people. During the three months ended March 31, 2026, we incurred restructuring and related charges of approximately $1.1 million, consisting of severance payments, employee benefits, and related cash expenses. As of March 31, 2026, $0.3 million was included in accrued expenses and other liabilities in the unaudited condensed consolidated balance sheets. We expect these payments will be made over the next six months. In addition, we do not expect to incur further material charges associated with the 2026 Restructuring Plan. Charges incurred during the three months ended March 31, 2025 related to previous restructuring plans were not material.

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 (as the term is defined below). These changes created disruptions to our sales efforts in 2024, impacting both new customer acquisition and upsell to existing customers. These factors, in addition to the lower than historical renewal rates we observed through the second half of 2024 and throughout 2025, have impacted, and we expect will continue to impact, our results in 2025.

Current wording

In 2024, 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 created disruptions to our sales efforts beginning in 2024, impacting both new customer acquisition and upsell to existing customers. These factors, in addition to the lower than historical renewal rates we observed through fiscal year 2025, have impacted, and we expect will continue to impact, our results in 2026.

Previous wording

Additionally, on July 20, 2025, Jill Larsen resigned from the Board and as a member and chair of the human capital management and compensation committee (the “Compensation Committee”) of the Board, effective July 21, 2025. Ms. Larsen’s resignation was related to increased responsibilities at her present employer and not the result of any disagreements with the Company relating to the Company’s operations, policies, or practices. Due to Ms. Larsen’s resignation, the size of the Board was reduced from 10 members to 9 members. In addition, the Board appointed Scott Stephenson as a member and Chair of the Compensation Committee.

Current wording

On March 30, 2026, Jeff Haywood resigned from the Board and as a member of the Compensation Committee (the Compensation Committee, effective March 30, 2026. Mr. Haywood’s resignation was not the result of any disagreements with the Company relating to the Company’s operations, policies or practices. In connection with Mr. Haywood’s resignation, the size of the Board was further reduced from 9 members to 8 members, and the size of the Compensation Committee was reduced from 3 members to 2 members.

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, 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 conflicts in Ukraine and 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.

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 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 are working to mitigate potential risk through renegotiation of select existing agreements and the addition of new data sources.

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

Our total customer count, which includes smaller customers, was approximately 2,400 as of September 30, 2025, compared with approximately 2,570 customers as of September 30, 2024. Our Enterprise Customer accounts have decreased by 10 to 520 customers as of September 30, 2025 compared with 530 customers as of September 30, 2024. Our smaller customers have churned at disproportionately higher rates year-over-year, primarily due to current macroeconomic conditions.

Current wording

Our total customer count, which includes smaller customers, was approximately 2,260 as of March 31, 2026, compared with approximately 2,475 customers as of March 31, 2025. Our Enterprise Customer accounts have decreased by 17 to 495 customers as of March 31, 2026 compared with 512 customers as of March 31, 2025. 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 2,400 customers as of September 30, 2025.

Current wording

We believe there is a significant opportunity to generate additional revenue from our existing customer base of approximately 2,260 customers as of March 31, 2026.

Previous wording

The growth of our business is driven in part by our ability to apply our deep healthcare domain expertise to innovate and expand our platform. We have continually created new products since our founding in 2011. We have continued and plan to continue to invest significantly into our engineering and research and development efforts to enhance our capabilities and functionality and facilitate the expansion of our platform to new use cases and customers. In addition, we work to continuously release updates and new features. While we are primarily focused on organic investments to drive innovation, we will also evaluate strategic acquisitions and investments that further expand our platform.

Current wording

The growth of our business is driven in part by our ability to apply our deep healthcare domain expertise to innovate and expand our platform. We have continually created new products since our founding in 2011. We have and plan to continue to invest significantly into our engineering and research and development efforts to enhance our capabilities and functionality and facilitate the expansion of our integrated platform to new use cases and customers. In addition, we work to continuously release updates and new features. While we are primarily focused on organic investments to drive innovation, we will also evaluate strategic acquisitions and investments that further expand our platform.

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 expect this trend, along with the continued pressures on our renewals and other factors, will result in a negative 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

For the nine months ended September 30, 2025, 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 three months ended March 31, 2026, 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. We are working to mitigate potential risk through the renegotiation of select existing agreements and the addition of new data sources.

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

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 artificial intelligence 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.

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. 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 and business combinations, 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 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 the 2024 Restructuring Plan 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, and office relocations and consolidations.

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. During the first quarter of 2025, we experienced declines in our market capitalization as a result of sustained decreases in our stock price, which represented a triggering event requiring our management to perform a quantitative goodwill impairment test as of the end of the first quarter of 2025. As a result of the impairment test, we determined that the fair value of our single reporting unit was lower than its carrying value and, accordingly, recorded a non-cash, pre-tax, goodwill impairment charge of $176.5 million during the first quarter of 2025. 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. In the first quarter of 2026 and during fiscal year 2025, we 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 of the end of each impacted reporting period. As a result of the impairment tests, 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 $197.2 million in the first quarter of 2026 and $196.1 million during fiscal year 2025. The goodwill impairment charges did not affect our liquidity or the financial covenants in our outstanding debt agreement.

Previous wording

Other income (expense), 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 a loss on the partial extinguishment of debt. 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.

Current wording

Other income (expense), 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 decreased $9.9 million, or 5%, in the nine months ended September 30, 2025 compared with the same period in the prior year due to lower subscription revenue of $10.9 million, partially offset by higher professional services revenue of $1.0 million. Revenue attributable to customers that existed prior to the start of 2025 decreased $24.1 million, which was partially offset by a $14.2 million increase in revenue from new customers in 2025, inclusive of revenue from a data partnership that was launched earlier this year.

Current wording

Revenue decreased $3.3 million, or 6%, in the three months ended March 31, 2026 compared with the same period in the prior year due to lower subscription revenue of $3.7 million, partially offset by higher professional services revenue of $0.5 million. Revenue attributable to customers that existed prior to the start of 2026 decreased $4.3 million, which was partially offset by a $1.0 million increase in revenue from new customers in 2026.

Previous wording

Operating expenses decreased $219.7 million, or 80%, during the three months ended September 30, 2025 compared with the same period in the prior year. The decrease to operating expense was primarily due to a goodwill impairment charge of $228.2 million incurred in the prior year period, which did not repeat in the current year period, and:

Current wording

Operating expenses increased $14.4 million, or 6%, during the three months ended March 31, 2026 compared with the same period in the prior year. The increase was primarily due to a goodwill impairment charge of $197.2 million incurred in the current year period, compared to $176.5 million incurred in the prior year period, partially offset by:

Previous wording

A decrease in sales and marketing expense of $1.9 million for the nine months ended September 30, 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 nine months ended September 30, 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;

Current wording

A decrease in sales and marketing expense of $1.1 million for the three months ended March 31, 2026, primarily driven by lower personnel costs, including stock-based compensation expense, resulting from reduced headcount;

Previous wording

A decrease in depreciation and amortization expense of $0.4 million for the three months ended September 30, 2025, primarily as a result of 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 $0.2 million for the three months ended March 31, 2026, primarily as a result of certain customer relationship intangible assets utilizing economic consumption amortization methods with lower amortization in the current period; and

Previous wording

We define Adjusted Gross Profit as Gross Profit, excluding acquisition-related depreciation and amortization, and equity-based compensation costs. We exclude acquisition-related depreciation and amortization expenses as they have no direct correlation to the cost of operating our business on an ongoing basis. A small portion of equity-based compensation is included in cost of revenue in accordance with GAAP, but is excluded from our Adjusted Gross Profit calculations due to its non-cash nature. Gross Margin is defined as Gross Profit as a percentage of revenue and Adjusted Gross Margin is defined as Adjusted Gross Profit as a percentage of revenue. These are key metrics used by management and our Board to assess our operations.

Current wording

We define Adjusted Gross Profit as gross profit, excluding acquisition-related depreciation and amortization, and equity-based compensation costs. We exclude acquisition-related depreciation and amortization expenses as they have no direct correlation to the cost of operating our business on an ongoing basis. A small portion of equity-based compensation is included in cost of revenue in accordance with GAAP, but is excluded from our Adjusted Gross Profit calculations due to its non-cash nature. Adjusted Gross Margin is defined as Adjusted Gross Profit as a percentage of revenue. These are key metrics used by management and our Board to assess our operations.

Previous wording

We present “Adjusted EBITDA” as a measure of our operating performance. EBITDA is defined as earnings before (i) debt-related costs, including interest expense (income), net and loss on partial extinguishment of debt, (ii) provision for (benefit from) income taxes, and (iii) depreciation and amortization. Management further adjusts EBITDA in its presentation of Adjusted EBITDA to exclude (i) other expense (income), net, (ii) equity-based compensation, (iii) transaction, integration, and restructuring expenses, (iv) goodwill impairment, and (v) other non-core items. We exclude these items because they are by nature non-cash, non-recurring, and/or unrelated to our core operations, and therefore we do not believe them to be representative of ongoing operational performance. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of revenue. Adjusted EBITDA and Adjusted EBITDA Margin are key metrics used by management and our Board to assess the profitability of our operations. We believe these metrics provide useful measures to investors to assess our operating performance and in measuring the profitability of our operations on a consolidated level.

Current wording

We present “Adjusted EBITDA” as a measure of our operating performance. EBITDA is defined as earnings before (i) debt-related costs, including interest expense, net and loss on partial extinguishment of debt, (ii) benefit from income taxes, and (iii) depreciation and amortization. Management further adjusts EBITDA in its presentation of Adjusted EBITDA to exclude (i) other income, net, (ii) equity-based compensation, (iii) transaction, integration, and restructuring expenses, (iv) goodwill impairments, and (v) other non-core items. We exclude these items because they are by nature non-cash, non-recurring, and/or unrelated to our core operations, and therefore we do not believe them to be representative of ongoing operational performance. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of revenue. Adjusted EBITDA and Adjusted EBITDA Margin are key metrics used by management and our Board to assess the profitability of our operations. We believe these metrics provide useful measures to investors to assess our operating performance and in measuring the profitability of our operations on a consolidated level.

Previous wording

Transaction and integration expenses primarily represent legal, accounting, and consulting expenses and fair value adjustments for contingent consideration related to our acquisitions and strategic partnerships, inclusive of an integration charge in the third quarter of 2025 to recognize a liability for a major data contract from a prior acquisition that no longer provided an economic benefit to the Company. Restructuring expenses relate to the 2024 Restructuring Plan as well as impairment and restructuring charges related to office closures, relocations, and consolidations.

Current wording

Transaction and integration expenses primarily represent legal, accounting, consulting, and other expenses and fair value adjustments for contingent consideration related to our acquisitions and strategic partnerships, inclusive of an adjustment in the first quarter of 2026 for the favorable settlement of a major data contract that was terminated in 2025 while integrating a prior acquisition. Restructuring expenses relate to the separation benefits tied to our restructuring plans, as well as impairment and restructuring charges related to office closures, relocations, and consolidations.

Previous wording

Goodwill impairment represents non-cash, pre-tax, goodwill impairment charges. We 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 of the end of the first quarter of 2025 and multiple quarters in fiscal year 2024. As a result of the impairment tests conducted, we determined that the fair value of our single reporting unit was lower than its carrying value and, accordingly, recorded the impairment charges.

Current wording

Goodwill impairment represents non-cash, pre-tax, goodwill impairment charges. We 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 of the end of the first quarters of 2026 and 2025. As a result of the impairment tests conducted, we determined that the fair value of our single reporting unit was lower than its carrying value and, accordingly, recorded the impairment charges.

Previous wording

Other non-core items represent expenses driven by events that are typically by nature one-time, non-operational, and/or unrelated to our core operations. These expenses are comprised of non-core legal and regulatory costs isolated to unique and extraordinary litigation, legal and regulatory matters that are not considered normal and recurring business activity, including sales tax accrual adjustments inclusive of penalties and interest for sales taxes that we may have been required to collect from customers in certain previous years, and other non-recurring legal and regulatory matters. Other non-core items also include consulting fees and severance costs associated with strategic transition initiatives, as well as professional fees related to financing, capital structure changes, and other non-core items, including a charge in the third quarter of 2025 for the write-off of deferred offering costs associated with the Company’s expired shelf registration.

Current wording

Other non-core items represent expenses driven by events that are typically by nature one-time, non-operational, and/or unrelated to our core operations. These expenses are comprised of non-core legal, regulatory and advisory costs isolated to unique and extraordinary litigation, legal, regulatory, and other matters that are not considered normal and recurring business activity, including professional fees in connection with the evaluation of strategic, financial, tax, and capital structure alternatives. Other non-core items also include consulting fees and severance costs associated with strategic transition initiatives, as well as other non-core items.

Previous wording

As of September 30, 2025, we had $108.3 million of cash and cash equivalents, $77.6 million of short-term investments, and $49.7 million available under our Revolving Credit Facility (as the term is defined below). Our principal sources of liquidity are cash and cash equivalents and short-term investments on hand, as well as the cash flows we generate from operations. Our principal uses of liquidity have been, and are expected to continue to be, primarily for investment in long-term growth of the business through capital expenditures and acquisitions, as well as for various other financing activities, including debt services (see Note 10. Long-Term Debt to our accompanying unaudited condensed consolidated financial statements for further details), repurchases of our Class A Common Stock, distributions to members of Definitive OpCo, and payments under our TRA liability.

Current wording

As of March 31, 2026, we had $157.6 million of cash and cash equivalents, $20.4 million of short-term investments, and $49.7 million available under our Revolving Credit Facility (as the term is defined below). Our principal sources of liquidity are cash and cash equivalents and short-term investments on hand, as well as the cash flows we generate from operations. Our principal uses of liquidity have been, and are expected to continue to be, primarily for investment in long-term growth of the business through capital expenditures and acquisitions, as well as for various other financing activities, including debt services (see Note 9. Long-Term Debt to our accompanying unaudited condensed consolidated financial statements for further details), repurchases of our Class A common stock, distributions to members of Definitive OpCo, and payments under our TRA liability.

Previous wording

Net cash provided by operating activities was $51.1 million during the nine months ended September 30, 2025, primarily as a result of a net loss of $182.2 million, offset by non-cash charges of $227.8 million. The non-cash charges were primarily comprised of $176.5 million in goodwill impairment charges recorded during the nine months ended September 30, 2025, a gain on remeasurement of the TRA of $10.6 million, amortization of intangible assets of $39.9 million, equity compensation costs of $21.0 million, amortization of deferred contract costs of $11.9 million, a decrease in deferred taxes of $10.3 million, and a $0.5 million loss on the partial extinguishment of debt. The net increase in operating assets and liabilities of $5.4 million for the nine months ended September 30, 2025 was primarily driven by cash inflows resulting from a decrease in accounts receivable of $19.4 million and higher accounts payable, accrued expenses, and other liabilities, collectively, of $0.4 million. These factors were partially offset by cash outflows resulting from an increase in deferred contract costs of $9.4 million, an increase in prepaid expenses and other assets of $3.5 million, and a decrease in deferred revenue of $1.5 million due to the timing of billings and cash received in advance of revenue recognition for subscription services.

Current wording

Net cash provided by operating activities was $11.6 million during the three months ended March 31, 2026, primarily as a result of a net loss of $192.4 million, offset by non-cash charges of $209.3 million. The non-cash charges were primarily comprised of $197.2 million in goodwill impairment charges recorded during the three months ended March 31, 2026, a gain on remeasurement of the TRA of $6.5 million, amortization of intangible assets of $12.2 million, equity compensation costs of $5.2 million, amortization of deferred contract costs of $3.7 million, and a decrease in deferred taxes of $3.5 million. The net decrease in operating assets and liabilities of $5.4 million for the three months ended March 31, 2026 was primarily driven by cash inflows resulting from a decrease in accounts receivable of $13.3 million. These factors were partially offset by cash outflows resulting from lower accounts payable, accrued expenses, and other liabilities, collectively, of $11.6 million, an increase in deferred contract costs of $2.9 million, an increase in prepaid expenses and other assets of $4.0 million, and a decrease in deferred revenue of $0.2 million due to the timing of billings and cash received in advance of revenue recognition for subscription services.

Previous wording

Cash provided by investing activities during the nine months ended September 30, 2025 was $97.5 million, driven primarily by $173.9 million in maturities of short-term investments, partially offset by $64.1 million in purchases of short-term investments, and $12.3 million in purchases of property (including software), equipment, and data assets.

Current wording

Cash provided used in investing activities during the three months ended March 31, 2026 was $6.2 million, driven primarily by $12.5 million in purchases of short-term investments and $3.2 million in purchases of property (including software), equipment, and data assets, partially offset by $9.5 million in maturities of short-term investments.

Previous wording

Cash used in financing activities during the nine months ended September 30, 2025 was $146.9 million, driven by net repayments of the 2021 Term Loan (as defined below) of $75.6 million, payments of $49.5 million for repurchases of our Class A Common Stock, including commissions, payments of $13.8 million under the TRA, taxes paid related to the net share settlement of equity awards of $3.5 million, distributions to members of $2.8 million, and payments of debt issuance costs of $1.7 million.

Current wording

Cash used in financing activities during the three months ended March 31, 2026 was $10.9 million, driven by payments of $7.8 million under the TRA, net repayments of the 2021 Term Loan (as defined below) of $2.2 million, and taxes paid related to the net share settlement of equity awards of $0.9 million.

Previous wording

The loans under the Term Facility and the Revolving Credit Facility mature on January 16, 2030. The Facilities are guaranteed, subject to customary exceptions, by all of DH Holdings’ wholly-owned domestic restricted subsidiaries and AIDH Buyer, LLC, a Delaware limited liability company and the direct parent company of DH Holdings (“Holdings”), and are secured by associated collateral agreements that pledge a lien on substantially all of DH Holdings’ assets, including fixed assets and intangibles, and the assets of the guarantors, in each case, subject to customary exceptions (the “Pledged Assets”). As of September 30, 2025, the Pledged Assets of these subsidiaries approximated $649.0 million, and the net assets of these subsidiaries approximated $335.5 million.

Current wording

The loans under the Term Facility and the Revolving Credit Facility mature on January 16, 2030. The Facilities are guaranteed, subject to customary exceptions, by all of DH Holdings’ wholly-owned domestic restricted subsidiaries and AIDH Buyer, LLC, a Delaware limited liability company and the direct parent company of DH Holdings (“Holdings”), and are secured by associated collateral agreements that pledge a lien on substantially all of DH Holdings’ assets, including fixed assets and intangibles, and the assets of the guarantors, in each case, subject to customary exceptions (the “Pledged Assets”). As of March 31, 2026, the Pledged Assets of these subsidiaries approximated $446.4 million, and the net assets of these subsidiaries approximated $147.3 million.

Previous wording

In connection with the DH Holdings Credit Agreement Amendment, we repaid $69.1 million of outstanding principal amount of the Term Facility and reduced our borrowing capacity under the Revolving Credit Facility by $25.0 million. As a result, we incurred a loss on partial extinguishment of debt of $0.5 million during the first quarter of 2025 attributed to the derecognition of a proportionate amount of the unamortized debt discount, a result of repaying the $69.1 million of outstanding principal on the Term Facility and reducing our Revolving Credit Facility. In addition, we capitalized financing costs totaling $1.7 million, of which $1.2 million related to the Term Facility and $0.5 million related to the Revolving Line of Credit. The financing costs associated with the Term Facility are recorded as a contra-debt balance in term loan, net of current portion in the consolidated balance sheets and are amortized over the remaining life of the loan using the effective interest method. The financing costs associated with the Revolving Line of Credit are recorded in other assets in the unaudited condensed consolidated balance sheets and are amortized over the life of the arrangement. At September 30, 2025 and December 31, 2024, the unamortized financing costs were $0.5 million and $0.3 million, respectively.

Current wording

In connection with the DH Holdings Credit Agreement Amendment, we repaid $69.1 million of outstanding principal amount of the Term Facility and reduced our borrowing capacity under the Revolving Credit Facility by $25.0 million. As a result, we incurred a loss on partial extinguishment of debt of $0.5 million during the first quarter of 2025 attributed to the derecognition of a proportionate amount of the unamortized debt discount, a result of repaying the $69.1 million of outstanding principal on the Term Facility and reducing our Revolving Credit Facility. In addition, we capitalized financing costs totaling $1.7 million, of which $1.2 million related to the Term Facility and $0.5 million related to the Revolving Line of Credit. The financing costs associated with the Term Facility are recorded as a contra-debt balance in term loan, net of current portion in the consolidated balance sheets and are amortized over the remaining life of the loan using the effective interest method. The financing costs associated with the Revolving Line of Credit are recorded in other assets in the unaudited condensed consolidated balance sheets and are amortized over the life of the arrangement. At March 31, 2026 and December 31, 2025, the unamortized financing costs were $0.4 million and $0.5 million, respectively.

Previous wording

Financing obligations generally include repayment of principal amounts of the 2021 Term Loan, lease payments, and purchase obligations. With the exception of the DH Holdings Credit Agreement Amendment as described under Debt Obligations, there have been no material changes to our financing obligations during the nine months ended September 30, 2025. Refer to Note 5. Leases and Note 14. Commitments and Contingencies to our consolidated financial statements included in our 2024 Form 10-K for further information.

Current wording

Financing obligations generally include repayment of principal amounts of the 2021 Term Loan, lease payments, and purchase obligations. With the exception of the DH Holdings Credit Agreement Amendment as described under Debt Obligations, there have been no material changes to our financing obligations during the three months ended March 31, 2026. Refer to Note 5. Leases and Note 14. Commitments and Contingencies to our consolidated financial statements included in our 2025 Form 10-K for further information.

Previous wording

In May 2024, our Board authorized a stock repurchase program of up to $20.0 million of our Class A Common Stock, which expired on December 31, 2024 (the “2024 Repurchase Program”). On November 1, 2024, our Board announced a new stock repurchase program (the “2025 Repurchase Program” and, together with the 2024 Repurchase Program, the “Repurchase Programs”) of our Class A Common Stock authorizing up to $100.0 million in share repurchases. The 2025 Repurchase Program expires on December 31, 2025 and became effective upon the expiration or completion of the 2024 Repurchase Program. Repurchases may be effected, from time to time, either on the open market (including pre-set trading plans), in privately negotiated transactions, and other transactions in accordance with applicable securities laws.

Current wording

In May 2024, our Board authorized a stock repurchase program of up to $20.0 million of our Class A common stock, which expired on December 31, 2024 (the “2024 Repurchase Program”). In November 2024, our Board announced a new stock repurchase program (the “2025 Repurchase Program” and, together with the 2024 Repurchase Program, the “Repurchase Programs”) of our Class A common stock authorizing up to $100.0 million in share repurchases. The 2025 Repurchase Program expired on December 31, 2025. In total, 13,880,866 shares of our Class A common stock were repurchased under the Repurchase Programs.

Previous wording

In connection with the Reorganization Transactions and the IPO, the Company entered into the TRA with certain of our pre- IPO unitholders and the former shareholders of certain Blocker Companies. The TRA provides for the payment by Definitive Healthcare Corp. of 85% of the amount of any tax benefits that it actually realizes, or in some cases is deemed to realize, as a result of (i) certain tax attributes that it acquired from the Blocker Companies in the Reorganization Transactions (including net operating losses and the unamortized portion of the increase in tax basis in the tangible and intangible assets of Definitive OpCo and its subsidiaries resulting from the prior acquisitions of interests in Definitive OpCo by the Blocker Companies), (ii) certain tax basis adjustments resulting from the acquisition of LLC Units by Definitive Healthcare Corp., and (iii) certain payments made under the TRA.

Current wording

In connection with the Reorganization Transactions and the IPO, the Company entered into the TRA with certain of our pre- IPO holders of LLC Units and the former shareholders of certain Blocker Companies. The TRA provides for the payment by Definitive Healthcare Corp. of 85.0% of the amount of any tax benefits that it actually realizes, or in some cases is deemed to realize, as a result of (i) certain tax attributes that it acquired from the Blocker Companies in the Reorganization Transactions (including net operating losses and the unamortized portion of the increase in tax basis in the tangible and intangible assets of Definitive OpCo and its subsidiaries resulting from the prior acquisitions of interests in Definitive OpCo by the Blocker Companies), (ii) certain tax basis adjustments resulting from the acquisition of LLC Units by Definitive Healthcare Corp and (iii) certain payments made under the TRA.