Definitive Healthcare Corp.

Previous 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.

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 2,200 customers as of June 30, 2026. We generally define a customer as a company that maintains one or more active paid subscriptions.

Previous 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.

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 first quarter of 2026, we incurred restructuring and related charges of approximately $1.1 million, consisting of severance payments, employee benefits, and related cash expenses. No additional charges were incurred during the three months ended June 30, 2026. As of June 30, 2026, $0.1 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 three months. In addition, we do not expect to incur further material charges associated with the 2026 Restructuring Plan. There were no charges incurred during the three months ended June 30, 2025 related to previous restructuring plans, and charges incurred during the six months ended June 30, 2025 were not material.

Previous wording

Since 2022, our current and prospective customers, along with their business spending, have been affected by challenging macroeconomic conditions to varying degrees. This has contributed to heightened customer churn relative to historical levels. These trends have been particularly pronounced for smaller customers and in the Life Sciences market. The elevated churn has impacted our revenue growth since 2023, and we expect this will continue to have an impact on our growth in 2026. However, late in 2025, we began seeing modest signs of improvement in the macroeconomic backdrop, with healthier demand trends, more normalized procurement cycles, improving customer retention dynamics, and increased visibility into customer budgets, all of which are encouraging signs we will continue to monitor.

Current wording

Since 2022, our current and prospective customers, along with their business spending, have been affected by challenging macroeconomic conditions to varying degrees. This has contributed to heightened customer churn relative to historical levels. These trends have been particularly pronounced for smaller customers and in the Life Sciences market. The elevated churn has impacted our revenue growth since 2023, and we expect this will continue to have an impact on our growth in 2026. However, late in 2025 and through the first half of 2026, we have been seeing modest signs of improvement in the macroeconomic backdrop, with healthier demand trends, more normalized procurement cycles, improving customer retention dynamics, and increased visibility into customer budgets, all of which are encouraging signs we will continue to monitor.

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 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.

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, which includes new data sources introduced into our offerings in 2026.

Previous 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.

Current wording

Our total customer count, which includes smaller customers, was approximately 2,200 as of June 30, 2026, compared with approximately 2,400 customers as of June 30, 2025. Our Enterprise Customer accounts have decreased by 33 to 477 customers as of June 30, 2026 compared with 510 customers as of June 30, 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 2,260 customers as of March 31, 2026.

Current wording

We believe there is a significant opportunity to generate additional revenue from our existing customer base of approximately 2,200 customers as of June 30, 2026.

Previous 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.

Current wording

For the six months ended June 30, 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 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.

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, which includes new data sources introduced into our offerings in 2026.

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, and 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, restructuring initiatives, and 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 we were acquired in 2019 by Advent (the “Advent Acquisition”), 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. Substantially all of our goodwill was recognized in the purchase price allocations when we were acquired in 2019 by Advent (the “Advent Acquisition”), with smaller incremental amounts recognized in subsequent business combinations. Goodwill is not amortized but is rather 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

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;

Current wording

A decrease in sales and marketing expense of $1.3 million for the three months ended June 30, 2026, primarily driven by lower personnel costs, including stock-based compensation expense, resulting from reduced headcount;

Previous wording

A decrease in product development expense of $2.8 million for the three months ended March 31, 2026, primarily driven by lower personnel costs, including stock-based compensation expense, resulting from the 2026 Restructuring Plan and the departure of certain executive-level employees, combined with increased capitalized labor and overhead relating to product development initiatives;

Current wording

A decrease in product development expense of $1.2 million for the three months ended June 30, 2026, primarily driven by lower personnel costs, including stock-based compensation expense, resulting from the 2026 Restructuring Plan and the departure of certain executive-level employees, combined with increased capitalized labor and overhead relating to product development initiatives, partially offset by an increase in recruiting fees;

Previous 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

Current wording

A decrease in depreciation and amortization expense of $0.5 million for the three months ended June 30, 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

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.

Current wording

Revenue decreased $8.8 million, or 7%, in the six months ended June 30, 2026 compared with the same period in the prior year due to lower subscription revenue of $9.1 million, partially offset by higher professional services revenue of $0.3 million. Revenue attributable to customers that existed prior to the start of 2026 decreased $12.0 million, which was partially offset by a $3.2 million increase in revenue from new customers in 2026.

Previous wording

Cost of revenue decreased $1.2 million, or 7%, in the three months ended March 31, 2026 compared with the same period in the prior year. The decrease was driven primarily by a $1.2 million decrease in data subscription and collection costs, primarily as a result of favorable renegotiations on and exits from major data contracts during the prior year. We also experienced a $0.4 million decrease in amortization expense resulting primarily from certain data assets that were fully amortized during 2025, along with a decrease of $0.3 million in personnel costs resulting from a modest decrease in headcount. These decreases were partially offset by a $0.4 million increase in hosting fees driven by expanded customer usage of our platform, and a $0.3 million increase in revenue sharing costs aimed at growing the activation line of our business.

Current wording

Cost of revenue decreased $0.6 million, or 2%, in the six months ended June 30, 2026 compared with the same period in the prior year. The decrease was driven primarily by a $0.9 million decrease in data subscription and collection costs, primarily as a result of favorable renegotiations on and exits from major data contracts during the prior year. We also experienced a $0.5 million decrease in amortization expense resulting primarily from certain data assets that were fully amortized during 2025, along with a decrease of $0.8 million in personnel costs resulting from a decrease in headcount. These decreases were partially offset by a $1.1 million increase in hosting fees driven by expanded customer usage of our platform, and a $0.5 million increase in revenue sharing costs aimed at growing the activation line of our business.

Previous 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:

Current wording

Operating expenses increased $10.9 million, or 4%, during the six months ended June 30, 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 general and administrative expense of $0.2 million for the three months ended March 31, 2026, primarily driven by lower personnel costs, including stock-based compensation expense, resulting from a decrease in headcount and equity grants issued at lower stock prices, lower franchise taxes and lower recruiting fees, partially offset by an increase in professional fees in connection with the evaluation of strategic, financial, tax, and capital structure alternatives;

Current wording

A decrease in general and administrative expense of $2.1 million for the six months ended June 30, 2026, primarily driven by lower personnel costs, including stock-based compensation expense, resulting from a decrease in headcount and equity grants issued at lower stock prices, lower franchise taxes, lower recruiting fees, and the absence of consulting fees and severance costs, which were incurred in the prior year period, associated with strategic transition initiatives, partially offset by an increase in professional fees in connection with the evaluation of strategic, financial, tax, and capital structure alternatives;

Previous wording

A decrease in transaction, integration, and restructuring expenses of $2.0 million for the three months ended March 31, 2026, primarily driven by an adjustment in the current period for a favorable settlement of a major data contract that was terminated in 2025 while integrating a prior acquisition.

Current wording

A decrease in transaction, integration, and restructuring expenses of $0.7 million for the six months ended June 30, 2026, primarily driven by an adjustment in the current period for a favorable settlement of a major data contract that was terminated in 2025 while integrating a prior acquisition, partially offset by the settlement of an earnout matter in the current period and restructuring costs incurred associated with the 2026 Restructuring Plan.

Previous wording

Total other income, net was $5.5 million for the three months ended March 31, 2026 compared to $18.8 million in the same period in the prior year, primarily due to variability in the remeasurement of the TRA liability resulting from goodwill impairment activity during the respective periods, which can affect the expected amount and timing of future TRA payments. While overall goodwill impairment levels were comparable year over year, the impact on the TRA liability in the current period was more limited, resulting in a smaller remeasurement gain compared to the prior year.

Current wording

Total other income, net was $4.5 million for the six months ended June 30, 2026 compared to $14.2 million in the same period in the prior year, primarily due to variability in the remeasurement of the TRA liability resulting primarily from goodwill impairment activity during the respective periods, which can affect the expected amount and timing of future TRA payments. While overall goodwill impairment levels were somewhat comparable year over year, the impact on the TRA liability in the current period was more limited, resulting in a smaller remeasurement gain compared to the prior year.

Previous wording

Benefit from income taxes was $3.4 million for the three months ended March 31, 2026 compared to $10.9 million in the comparable prior year period. Benefits from income taxes were primarily driven by goodwill impairments in both periods, resulting in reductions of indefinite-lived deferred tax liabilities. The decrease in the benefit from income taxes year-over-year was primarily driven by variability in the allocation of the goodwill impairment charges to applicable subsidiaries.

Current wording

Benefit from income taxes was $3.8 million for the six months ended June 30, 2026 compared to $10.4 million in the comparable prior year period. Benefits from income taxes were primarily driven by goodwill impairments in both periods, resulting in reductions of indefinite-lived deferred tax liabilities. The decrease in the benefit from income taxes year-over-year was primarily driven by variability in the allocation of the goodwill impairment charges to applicable subsidiaries.

Previous 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.

Current wording

Transaction and integration expenses consist primarily of legal, accounting, consulting, and other costs incurred in connection with acquisitions and strategic partnerships, including fair value adjustments related to contingent consideration. For the periods presented, these expenses include a first quarter 2026 adjustment from the favorable settlement of a significant data contract terminated in 2025 in connection with the integration of a prior acquisition, and a second quarter 2026 adjustment related to the settlement of an earnout matter. Restructuring expenses consist primarily of severance and other employee separation benefits under the Company’s restructuring plans, as well as impairment and other charges related to office closures, relocations, and consolidations.

Previous 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.

Current wording

As of June 30, 2026, we had $170.9 million of cash and cash equivalents, $12.7 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

Additionally, our liquidity and our ability to meet our obligations and fund our capital requirements are dependent on our future financial performance, which is subject to general economic, financial, and other factors that are beyond our control. See “Risk Factors” in our 2025 Form 10-K and the factors described elsewhere in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Macroeconomic conditions, including fluctuating inflation and high interest rates, could increase our anticipated funding requirements. In the event we need to seek additional funding, high interest rates, stock market volatility, or other unfavorable macroeconomic conditions may also prevent us from obtaining additional financing on favorable terms or at all. Future adverse developments with respect to specific financial institutions or the broader financial services industry may lead to market-wide liquidity shortages that could impact us and our customers, and materially harm our business and financial condition. Our ability to access our cash, cash equivalents and investments, including transferring funds, making payments or receiving funds could be threatened and our ability to raise additional capital could be substantially impaired, any of which could materially and adversely affect our business and financial condition. Accordingly, we cannot provide assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available from additional indebtedness or otherwise to meet our liquidity needs. In addition, if we decide to pursue one or more significant acquisitions, we may incur additional debt or sell or issue additional equity to finance such acquisitions, which could possibly result in additional expenses or dilution.

Current wording

Additionally, our liquidity and our ability to meet our obligations and fund our capital requirements are dependent on our future financial performance, which is subject to general economic, financial, and other factors that are beyond our control. See “Risk Factors” in our 2025 Form 10-K and the factors described elsewhere in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Macroeconomic conditions, including fluctuating inflation and high interest rates, could increase our anticipated funding requirements. In the event we need to seek additional funding, high interest rates, stock market volatility, or other unfavorable macroeconomic conditions may also prevent us from obtaining additional financing on favorable terms or at all. Future adverse developments with respect to specific financial institutions or the broader financial services industry may lead to market-wide liquidity shortages that could impact us and our customers, and materially harm our business and financial condition. Our ability to access our cash, cash equivalents and investments, including transferring funds, making payments or receiving funds could be threatened and our ability to raise additional capital could be substantially impaired, any of which could materially and adversely affect our business and financial condition. Accordingly, we cannot provide assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available from additional indebtedness or otherwise to meet our liquidity needs. In addition, if we decide to pursue one or more significant acquisitions, we may incur additional debt or sell or issue additional equity to finance such acquisitions, which could possibly result in additional expenses or dilution. In addition, if we are unable to regain compliance with Nasdaq’s continued listing requirements, our ability to access capital markets and raise additional financing on favorable terms could be adversely affected.

Previous 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.

Current wording

Net cash provided by operating activities was $23.0 million during the six months ended June 30, 2026, primarily as a result of a net loss of $199.8 million, offset by non-cash charges of $231.9 million. The non-cash charges were primarily comprised of $197.2 million in goodwill impairment charges recorded during the six months ended June 30, 2026, a gain on remeasurement of the TRA of $6.6 million, amortization of intangible assets of $25.0 million, equity compensation costs of $10.5 million, amortization of deferred contract costs of $7.4 million, and a decrease in deferred taxes of $4.0 million. The net decrease in operating assets and liabilities of $9.1 million for the six months ended June 30, 2026 was primarily driven by cash outflows resulting from lower accounts payable, accrued expenses, and other liabilities, collectively, of $13.5 million, an increase in deferred contract costs of $5.8 million, an increase in prepaid expenses and other assets of $0.9 million, and a decrease in deferred revenue of $10.0 million due to the timing of billings and cash received in advance of revenue recognition for subscription services. These factors were partially offset by cash inflows resulting from a decrease in accounts receivable of $21.2 million.

Previous 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.

Current wording

Cash used in investing activities during the six months ended June 30, 2026 was $1.3 million, driven primarily by $12.5 million in purchases of short-term investments and $6.1 million in purchases of property (including software), equipment, and data assets, partially offset by $17.3 million in maturities of short-term investments.

Previous 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.

Current wording

Cash used in financing activities during the six months ended June 30, 2026 was $13.9 million, driven by payments of $8.1 million under the TRA, net repayments of the 2021 Term Loan (as defined below) of $4.4 million, and taxes paid related to the net share settlement of equity awards of $1.4 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 March 31, 2026 and December 31, 2025, the unamortized financing costs were $0.4 million and $0.5 million, respectively.

Current wording

Unamortized financing costs related to the Revolving Credit Facility, which were included in other assets in the unaudited condensed consolidated balance sheets, were $0.4 million and $0.5 million as of June 30, 2026 and December 31, 2025, 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 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.

Current wording

Financing obligations generally include repayment of principal amounts of the 2021 Term Loan, lease payments, and purchase obligations. There have been no material changes to our financing obligations during the six months ended June 30, 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”). 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.

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 from May 2024 through December 31, 2025.

Previous wording

Capital expenditures decreased by $4.5 million to $3.2 million for the three months ended March 31, 2026 compared to $7.7 million for the same period in the prior year, primarily driven by lower spend on software, using both internal and third-party resources, and data assets in the current year compared with the comparable prior year period.

Current wording

Capital expenditures decreased by $3.9 million to $6.1 million for the six months ended June 30, 2026 compared to $10.0 million for the same period in the prior year, primarily driven by lower spend on software, using both internal and third-party resources, and data assets in the current year compared with the comparable prior year period.