Definitive Healthcare Corp.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout 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 Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001193125-26-342488
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001193125-26-449839
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe 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 15 previous paragraphs and 28 current paragraphs.
9 unchanged; 2 reworded; 17 added; 4 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 0 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 (17)
Current report
If we do not continue to satisfy the Nasdaq continued listing requirements, our Class A common stock could be delisted from Nasdaq. Our ability to publicly or privately sell equity securities and the liquidity of our Class A common stock could be adversely affected if our Class A common stock is delisted.
Current report
There is no guarantee that we will continue to meet all requirements for continued listing on The Nasdaq Global Select Market. We must continue to satisfy The Nasdaq Stock Market LLC’s (“Nasdaq”) continued listing requirements, including, among other things, a minimum closing bid price requirement of $1.00 per share.
Current report
Even though we have regained compliance with Nasdaq’s minimum closing bid price requirement, there is no guarantee that we will remain in compliance with such listing requirement or other listing requirements in the future. If the closing bid price of our Class A common stock should fall below $1.00 for 30 consecutive business days in the future, we could again fail to meet the minimum bid price requirement for continued listing on The Nasdaq Global Select Market and face a risk of delisting.
Current report
In the future, if our Class A common stock falls below the continued listing standard of $1.00 per share or otherwise fails to satisfy any of the Nasdaq continued listing requirements, and if we are unable to cure such deficiency during any subsequent cure period, our Class A common stock could be delisted from Nasdaq. Any failure to maintain compliance with the continued listing requirements of Nasdaq could result in delisting of our Class A common stock and negatively impact our company and holders of our Class A common stock, including by reducing the willingness of investors to hold our Class A common stock because of the resulting decreased price, liquidity and trading of our Class A common stock, limited availability of price quotations and reduced news and analyst coverage. Delisting may adversely impact the perception of our financial condition, cause reputational harm with investors, our employees and parties conducting business with us and limit our access to debt and equity financing.
Current report
There can be no assurance that any definitive agreement will result from the non-binding acquisition proposal submitted by Advent or that any transaction will be consummated.
Current report
As previously announced, on September 2, 2026, 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.. Uncertainty about the effect of such proposals or alternatives on our employees, customers and other parties may have an adverse effect on our business, financial condition, results of operation and share price. These risks include, but are not limited to:
Current report
the diversion of significant management time and resources;
Current report
difficulties maintaining relationships with customers and other business partners;
Current report
delays or deferments of certain business decisions by our customers and other business partners;
Current report
the inability to pursue alternative business opportunities or make appropriate changes to our business;
Current report
any litigation in connection with the proposal or alternatives, which can result in substantial costs and divert management time and resources;
Current report
any perceived uncertainties as to our future direction, strategy or leadership created as a result of the proposal; and
Current report
the incurrence of significant costs, expenses and fees for any professional services or other transaction costs in connection with any proposed transaction or the process to evaluate such.
Current report
Item 5.02 of Form 8-K Compensatory Arrangements of Certain Officers
Current report
In October 2026, the Company entered into a separation agreement with its former Chief Executive Officer in connection with his previously announced departure from the Company. Pursuant to the separation agreement, in addition to the severance payments and benefits provided for in the former Chief Executive Officer’s employment agreement, the Company also agreed to make an incremental cash payment of $1.0 million, in exchange for the former Chief Executive Officer agreeing to waive certain rights and forfeit certain outstanding performance-based equity awards. The Company expects to recognize the related impact in the fourth quarter of 2026. The foregoing description is qualified in its entirety by reference to the Separation Agreement, which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q.
Current report
The foregoing disclosures are being made in this Quarterly Report on Form 10-Q in lieu of filing a Current Report on Form 8-K pursuant to Item 5.02(e) of Form 8-K.
Removed paragraphs (4)
Previous report
We have received a notice of delisting or failure to satisfy a continued listing rule from Nasdaq. If we are unable to regain or maintain compliance, our Class A common stock could be delisted, which could adversely affect our stock price, liquidity, and ability to raise capital.
Previous report
This notice has no immediate effect on the listing of the Class A common stock, which continues to trade on The Nasdaq Global Select Market under symbol “DH,” or on our business operations or reporting obligations with the SEC. If we regain compliance, Nasdaq will provide us with written confirmation and will close the matter.
Previous report
If we do not regain compliance during the initial compliance period, Nasdaq may issue a delisting determination with respect to our Class A common stock, which could result in the delisting of our Class A common stock from Nasdaq. We intend to monitor the bid price of the Class A common stock and will consider options available to us to achieve compliance. However, there can be no assurance that we will regain compliance within the applicable compliance period or otherwise maintain compliance with Nasdaq’s continued listing requirements. If our Class A common stock is delisted from Nasdaq, the market liquidity for our Class A common stock could be adversely affected and the trading price of our Class A common stock could decline. A delisting could also make it more difficult for us to raise additional capital on acceptable terms, or at all, which could adversely affect our business, financial condition and results of operations.
Previous report
Pursuant to the terms of the Amended LLC Agreement, holders of LLC Units have the right to exchange all or a portion of their LLC Units for newly issued shares of Class A common stock on a one-for-one basis, which issuances are made in reliance on Section 4(a)(2) of the Securities Act. Upon any such exchange, a corresponding number of shares of Class B common stock held by such LLC Unit holders are cancelled. Such exchanges executed in the three months ended June 30, 2026 are as follows:
Reworded paragraphs (2)
Previous wording
Other than described below, management believes that there have been no significant changes to the risk factors associated with our business as compared to those disclosed in Part 1, Item 1A of our 2025 Form 10-K.
Current wording
Other than described below, management believes that there have been no material changes to the risk factors associated with our business as compared to those disclosed in Part I, Item 1A of our 2025 Form 10-K.
Previous wording
On June 18, 2026, we received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) providing notification that, for the 30 consecutive business days ended June 17, 2026, the bid price for our Class A common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Global Select Market under Nasdaq Listing Rule 5450(a)(1). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided an initial period of 180 calendar days, or until December 15, 2026, to regain compliance. To regain compliance, the closing bid price of our Class A common stock must be $1.00 per share or more for a minimum of 10 consecutive business days at any time before December 15, 2026.
Current wording
On June 18, 2026, we received a letter from the Listing Qualifications Department of Nasdaq providing notification that, for the 30 consecutive business days ended June 17, 2026, the bid price for our Class A common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Global Select Market under Nasdaq Listing Rule 5450(a)(1). 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 Class A 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 now closed.