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Definitive Healthcare Corp.

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 5, 2026

DH$1.15+1.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-10.

0001193125-26-342488

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-05.

0001193125-26-449839

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 162 previous paragraphs and 165 current paragraphs.

119 unchanged; 33 reworded; 13 added; 10 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (13)

Current report

As previously announced on September 2, 2026, the Special Committee of the Board of Directors (the “Special Committee”), consisting solely of independent and disinterested directors, received a non-binding indication of interest from Advent to acquire all outstanding shares of our Class A common stock and all outstanding LLC Units, in each case, not already owned by Advent or Jason Krantz, our founder and Executive Chairman. The Special Committee is reviewing and evaluating the proposal and any alternatives thereto with the assistance of its independent legal and financial advisors. No decisions have been made with respect to our response to the proposal or any alternatives thereto, and there can be no assurance that we will pursue the proposed transaction or any other strategic alternative, or that any transaction will be approved or consummated.

Current report

As part of the Company’s ongoing review of its organizational design with respect to executive leadership we have recently experienced several executive transitions.

Current report

Effective August 31, 2026, Kevin Coop stepped down as the Company’s Chief Executive Officer and as a member of the Company’s Board of Directors (the “Board”). Mr. Coop’s departure was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. In connection with Mr. Coop’s departure, the Board appointed Clay Ritchey as the Company’s Chief Executive Officer and as a member of the Board, effective September 8, 2026.

Current report

On October 30, 2026, the Company entered into a separation agreement with Mr. Coop. For additional information, see Part II, Item 5. “Other Information” of this Quarterly Report on Form 10-Q.

Current report

Throughout fiscal year 2026, we have been investing in the development of Turbo, our AI-powered healthcare growth intelligence platform. Turbo enables customers to ask questions about healthcare organizations, key opinion leaders, healthcare executives, markets, patients, providers, and clinical activity and receive structured, evidence-backed answers through a single interface. It draws on the claims, provider, organizational, reference and affiliation, and expert data that customers already rely on. We launched an initial pilot with select strategic customers in the third quarter of 2026 and expect to make Turbo more broadly available later this year.

Current report

An increase in general and administrative expense of $0.4 million for the three months ended September 30, 2026, primarily driven by an increase in personnel costs resulting from severance payments to departing executives and an increase in bad debt expense, partially offset by lower professional services fees and decreases in costs associated with new software applications compared with the prior year period;

Current report

A decrease in transaction, integration, and restructuring expenses of $5.1 million for the three months ended September 30, 2026, primarily driven by higher costs incurred in the prior year period related to an integration charge to recognize a liability for a major data contract from a prior acquisition that no longer provided an economic benefit to the Company.

Current report

Nine Months Ended September 30, 2026 compared to Nine Months Ended September 30, 2025

Current report

A decrease in sales and marketing expense of $4.0 million for the nine months ended September 30, 2026, primarily due to lower personnel-related costs resulting from reduced headcount, including decreases in salaries, bonuses, commissions, severance, payroll taxes, and stock-based compensation expense, as well as lower consulting and software application costs. These decreases were partially offset by higher advertising and promotional spending;

Current report

As previously disclosed, representatives of the TRA Parties, acting on behalf of the applicable TRA Parties, irrevocably waived the right of such TRA Parties to receive an Early Termination Payment (as defined in the TRA) in connection with any Qualifying Change of Control. Upon the consummation of a Qualifying Change of Control, the TRA will terminate in accordance with its terms. Except for this limited Waiver, the TRA Parties’ rights under the TRA, including rights to tax benefit payments with respect to taxable years ending prior to, with, or including the consummation of a Qualifying Change of Control, remain unaffected. See Note 15. Income Taxes to our accompanying unaudited condensed consolidated financial statements for additional information.
Removed paragraphs (10)

Previous report

Throughout the year, we have been investing in the build of Turbo, our AI-powered healthcare intelligence platform, and we are beginning an initial pilot in the third quarter with select strategic customers. Turbo is designed to provide a conversational experience that enables customers to leverage our proprietary healthcare intelligence and data assets to support commercial, strategic and product decision-making. We expect customer feedback from the pilot program to inform the platform's broader market launch.

Previous report

The notice states that we have a compliance period of 180 calendar days, or until December 15, 2026, to regain compliance with the minimum bid price requirement. The notice further states that if we do not regain compliance during the initial 180-calendar-day compliance period, we may be eligible for an additional 180-calendar-day compliance period, provided that we meet certain listing requirements. If it appears to Nasdaq staff that we will not be able to cure the deficiency, or if we are otherwise not eligible for the additional compliance period, Nasdaq will provide notice that our securities will be subject to delisting.

Previous report

We intend to actively monitor the closing bid price of our common stock and consider available options to regain compliance with the minimum bid price requirement. There can be no assurance that we will be able to regain compliance with the minimum bid price requirement during the initial compliance period or any additional compliance period, or that we will otherwise maintain compliance with the other Nasdaq listing requirements.

Previous report

An increase in transaction, integration, and restructuring expenses of $1.4 million for the three months ended June 30, 2026, primarily driven by the settlement of an earnout matter in the current period.

Previous report

Six Months Ended June 30, 2026 compared to Six Months Ended June 30, 2025

Previous report

A decrease in sales and marketing expense of $2.4 million for the six months ended June 30, 2026, primarily due to lower personnel costs in the current period, including stock-based compensation expense, resulting from reduced headcount, lower costs associated with new software applications compared with the prior year, and lower consulting fees, partially offset by increased costs associated with certain sales and marketing events and campaigns in the current period;

Previous report

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 report

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.
Reworded paragraphs (33)

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 2,200 customers as of June 30, 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 2,120 customers as of September 30, 2026. We generally define a customer as a company that maintains one or more active paid subscriptions.

Previous wording

On June 18, 2026, we received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that we were not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Global Select Market because the closing bid price of our common stock was below $1.00 per share for 30 consecutive business days. The notice has no immediate effect on the listing or trading of our common stock, which continues to trade under the symbol “DH.”

Current wording

On June 18, 2026, we received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that we were not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Global Select Market because the closing bid price of our common stock was below $1.00 per share for 30 consecutive business days. On October 30, 2026, Nasdaq notified us that for the last 10 consecutive business days, from October 16, 2026 to October 29, 2026, the closing bid price of our common stock had been $1.00 per share or greater and, accordingly, we had regained compliance with Nasdaq Listing Rule 5450(a)(1) and the matter was closed.

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 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.

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 second or third quarters of 2026. As of September 30, 2026, less than $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 in the fourth quarter of 2026. 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 September 30, 2025 related to previous restructuring plans, and charges incurred during the nine months ended September 30, 2025 were not material.

Previous 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.

Current wording

Our total customer count, which includes smaller customers, was approximately 2,120 as of September 30, 2026, compared with approximately 2,400 customers as of September 30, 2025. Our Enterprise Customer accounts have decreased by 49 to 471 customers as of September 30, 2026 compared with 520 customers as of September 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 2,200 customers as of June 30, 2026.

Current wording

We believe there is a significant opportunity to generate additional revenue from our existing customer base of approximately 2,120 customers as of September 30, 2026.

Previous 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.

Current wording

For the nine months ended September 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

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.

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 resulted in increases to capitalized software and payroll.

Previous wording

Revenue decreased $5.6 million, or 9%, in the three months ended June 30, 2026 compared with the same period in the prior year due to lower subscription revenue of $5.4 million and lower professional services revenue of $0.2 million. Revenue attributable to customers that existed prior to the start of 2026 decreased $7.8 million, which was partially offset by a $2.2 million increase in revenue from new customers in 2026.

Current wording

Revenue decreased $5.4 million, or 9%, in the three months ended September 30, 2026 compared with the same period in the prior year primarily due to lower subscription revenue of $5.5 million, partially offset by a $0.1 million increase in professional services revenue. The decrease in subscription revenue principally reflected lower revenue from our existing customer base. Revenue attributable to customers that existed prior to the start of 2026 decreased $8.4 million, which was partially offset by a $3.0 million increase in revenue from new customers in 2026.

Previous wording

Cost of revenue increased $0.5 million, or 4%, in the three months ended June 30, 2026 compared with the same period in the prior year. The increase was primarily due to a $1.0 million increase in hosting fees and data subscription and collection costs, driven by expanded customer usage of our platform, and a $0.2 million increase in revenue sharing costs aimed at growing the activation line of our business. Also contributing to the year-over-year increase were one-time credits received in the prior year period from data contract renegotiations that did not repeat in the current period. These increases were partially offset by a decrease of $0.6 million in personnel costs resulting from a decrease in headcount and a $0.1 million decrease in amortization expense resulting primarily from certain data assets that were fully amortized during 2025.

Current wording

Cost of revenue decreased $1.6 million, or 12%, in the three months ended September 30, 2026 compared with the same period in the prior year, primarily driven by a $1.2 million decrease in amortization expense resulting from a developed technology asset that was fully amortized during the third quarter of 2026, a $0.9 million decrease in personnel costs resulting from a decrease in headcount, and a $0.4 million decrease in hosting fees driven by ongoing efficiency initiatives and optimization of our technology infrastructure. These decreases were partially offset by a $0.9 million increase in data subscription and collection costs driven by expanded customer usage of our platform.

Previous wording

Operating expenses decreased $3.5 million, or 7%, during the three months ended June 30, 2026 compared with the same period in the prior year. The decrease was primarily due to:

Current wording

Operating expenses decreased $7.5 million, or 14%, during the three months ended September 30, 2026 compared with the same period in the prior year. The decrease was primarily due to:

Previous 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;

Current wording

A decrease in sales and marketing expense of $1.7 million for the three months ended September 30, 2026, primarily driven by lower personnel costs, including salaries, employee benefits, commissions, and stock-based compensation expense, resulting from reduced headcount and decreases in costs associated with new software applications compared with the prior year period;

Previous 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;

Current wording

A decrease in product development expense of $0.9 million for the three months ended September 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 increased costs associated with new software applications;

Previous 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

Current wording

A decrease in depreciation and amortization expense of $0.3 million for the three months ended September 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

Total other expense, net was $1.1 million for the three months ended June 30, 2026 compared to $4.6 million in the same period in the prior year, primarily due to variability in the remeasurement of the TRA liability, which is driven by future realizability of tax attributes payable under the TRA.

Current wording

Total other expense, net was $0.9 million for the three months ended September 30, 2026 compared to $8.6 million in the same period in the prior year, primarily due to differences in the remeasurement of the TRA liability during the respective periods, reflecting changes in the expected amount and timing of future tax benefits and related TRA payments.

Previous wording

Benefit from income taxes was $0.3 million for the three months ended June 30, 2026 compared to a provision for income taxes of $0.5 million in the comparable prior year period. There were no individually significant drivers that contributed to the change from the comparable period in the prior year.

Current wording

Benefit from income taxes was $0.5 million for the three months ended September 30, 2026 compared to a provision for income taxes of $0.5 million in the comparable prior year period. The change primarily reflected the differing mix and timing of taxable income and discrete tax items during the respective periods, none of which was individually significant.

Previous 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.

Current wording

Revenue decreased $14.2 million, or 8%, in the nine months ended September 30, 2026 compared with the same period in the prior year primarily due to lower subscription revenue of $14.7 million, partially offset by a $0.5 million increase in professional services revenue. The decrease in subscription revenue principally reflected lower revenue from our existing customer base. Revenue attributable to customers that existed prior to the start of 2026 decreased $20.2 million, which was partially offset by a $6.0 million increase in revenue from new customers in 2026.

Previous 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.

Current wording

Cost of revenue decreased $2.3 million, or 5%, in the nine months ended September 30, 2026 compared with the same period in the prior year. The decrease was primarily driven by a decrease of $1.8 million in personnel costs resulting from a decrease in headcount and a $1.6 million decrease in amortization expense resulting primarily from a developed technology asset that was fully amortized during the third quarter of 2026. These decreases were partially offset by a $0.6 million increase in hosting fees, primarily reflecting higher cloud infrastructure costs, despite ongoing technology infrastructure efficiency and optimization initiatives, and a $0.5 million increase in revenue sharing costs aimed at growing the activation line of our business.

Previous 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:

Current wording

Operating expenses increased $3.4 million, or 1%, during the nine months ended September 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 product development expense of $4.0 million for the six 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 increased costs associated with new software applications and an increase in recruiting fees;

Current wording

A decrease in product development expense of $4.9 million for the nine months ended September 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. These decreases were partially offset by increased costs associated with new software applications and an increase in recruiting fees;

Previous wording

A decrease in general and administrative expense of $1.9 million for the three 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;

Current wording

A decrease in general and administrative expense of $1.6 million for the nine months ended September 30, 2026, primarily driven by lower personnel costs, including stock-based compensation, resulting from reduced headcount and equity grants with lower grant-date fair values, as well as lower franchise taxes, business insurance costs, and software application costs. These decreases were partially offset by increased professional and advisory costs associated with strategic transition initiatives, severance costs associated with the departure of certain executives, and higher bad debt expense;

Previous wording

A decrease in depreciation and amortization expense of $0.7 million for the six months ended June 30, 2026, primarily driven by certain customer relationship intangible assets utilizing economic consumption amortization methods with lower amortization in the current period; and

Current wording

A decrease in depreciation and amortization expense of $0.9 million for the nine months ended September 30, 2026, primarily driven by certain customer relationship intangible assets utilizing economic consumption amortization methods with lower amortization in the current period; and

Previous 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.

Current wording

A decrease in transaction, integration, and restructuring expenses of $5.8 million for the nine months ended September 30, 2026, primarily driven by an integration charge recorded in the prior year period for a major data contract related to a prior acquisition that no longer provided an economic benefit to the Company, together with a favorable adjustment recorded in the current period upon settlement of that contract. These decreases were partially offset by the legal settlement of an earnout matter and costs associated with the 2026 Restructuring Plan.

Previous 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.

Current wording

Total other income, net was $3.5 million for the nine months ended September 30, 2026 compared to $5.6 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 $3.8 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.

Current wording

Benefit from income taxes was $4.3 million for the nine months ended September 30, 2026 compared to $9.9 million in the comparable prior year period. The tax benefits in both periods were primarily driven by reductions in indefinite-lived deferred tax liabilities resulting from goodwill impairment charges. The lower benefit in the current period primarily reflected differences in the allocation of the respective goodwill impairment charges among the Company’s applicable subsidiaries.

Previous 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.

Current wording

As of September 30, 2026, we had $177.1 million of cash and cash equivalents, $12.8 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), 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. 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.

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 maintain 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 $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.

Current wording

Net cash provided by operating activities was $34.4 million during the nine months ended September 30, 2026, primarily as a result of a net loss of $205.2 million, offset by non-cash charges of $253.4 million. The non-cash charges were primarily comprised of $197.2 million in goodwill impairment charges recorded during the nine months ended September 30, 2026, a gain on remeasurement of the TRA of $6.8 million, amortization of intangible assets of $36.3 million, equity compensation costs of $16.0 million, amortization of deferred contract costs of $11.1 million, and a decrease in deferred taxes of $4.4 million. The net decrease in operating assets and liabilities of $13.8 million for the nine months ended September 30, 2026 was primarily driven by cash outflows resulting from lower accounts payable, accrued expenses, and other liabilities, collectively, of $10.0 million, an increase in deferred contract costs of $8.1 million, and a decrease in deferred revenue of $18.7 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 $22.6 million and a decrease in prepaid expenses and other assets of $0.4 million.

Previous 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.

Current wording

Cash used in investing activities during the nine months ended September 30, 2026 was $3.7 million, driven primarily by $12.5 million in purchases of short-term investments and $8.5 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 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.

Current wording

Cash used in financing activities during the nine months ended September 30, 2026 was $16.3 million, driven by payments of $8.1 million under the TRA, net repayments of the 2021 Term Loan (as defined below) of $6.6 million, and taxes paid related to the net share settlement of equity awards of $1.7 million.

Previous wording

During the six months ended June 30, 2026, we repaid $4.4 million in outstanding principal of the 2021 Term Loan.

Current wording

During the nine months ended September 30, 2026, we repaid $6.6 million in outstanding principal of the 2021 Term Loan.

Previous 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.

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 nine months ended September 30, 2026. Refer to Note 5. Leases and Note 15. Commitments and Contingencies to our consolidated financial statements included in our 2025 Form 10-K for further information.

Previous 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.

Current wording

Capital expenditures decreased by $3.8 million to $8.5 million for the nine months ended September 30, 2026 compared to $12.3 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.

Previous wording

Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect reported amounts. The estimates and assumptions are based on historical experience and on other factors that we believe to be reasonable. Actual results may differ from those estimates. We review these estimates on a periodic basis to ensure reasonableness. Although actual amounts may differ from such estimated amounts, we believe such differences are not likely to be material. For additional detail regarding our critical accounting policies and estimates including business combinations, goodwill and indefinite-lived intangible assets, and income taxes, see our discussion for the year ended December 31, 2025 included in our 2025 Form 10-K. There have been no material changes to these policies or estimates as of June 30, 2026.

Current wording

Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect reported amounts. The estimates and assumptions are based on historical experience and on other factors that we believe to be reasonable. Actual results may differ from those estimates. We review these estimates on a periodic basis to ensure reasonableness. Although actual amounts may differ from such estimated amounts, we believe such differences are not likely to be material. For additional detail regarding our critical accounting policies and estimates including business combinations, goodwill and indefinite-lived intangible assets, and income taxes, see our discussion for the year ended December 31, 2025 included in our 2025 Form 10-K. Other than the full impairment of our remaining goodwill during the first quarter of 2026, there have been no material changes to these policies or estimates as of September 30, 2026.