Definitive Healthcare Corp.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Basis of Presentation

Description of Business and Organization

Definitive Healthcare (“the Company”) is a leading provider of healthcare data and analytics, which provides 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. The Company also offers claims and consumer analytics built from modeled data on millions of unique consumers to help healthcare organizations target, message, and engage specific healthcare audiences.

The Company, which is headquartered in Framingham, Massachusetts, was founded in 2011 and incorporated as Definitive Healthcare Corp. in May 2021 for the purposes of facilitating an IPO of its Class A common stock, which was completed on September 17, 2021.

In connection with the IPO, the Company completed the following transactions (the “Reorganization Transactions”): Definitive OpCo entered into the Amended LLC Agreement pursuant to which members of Definitive OpCo prior to the IPO who continued to hold LLC Units in Definitive OpCo following the consummation of the Reorganization Transactions acquired the right to require Definitive OpCo to redeem all or a portion of their LLC Units for newly issued shares of Class A common stock on a one-for-one basis. Until redeemed or exchanged, each LLC Unit is paired with one share of the Company’s Class B common stock. The total shares of Class B common stock outstanding is equal to the number of vested LLC Units outstanding, excluding LLC Units held by the Company. Unvested LLC Units are paired with Class B common stock, which are issued but do not have voting rights and are deemed not outstanding until the corresponding LLC Units have vested. Certain entities treated as corporations for U.S. federal income tax purposes that held LLC Units (individually, a “Blocker Company” and collectively, the “Blocker Companies”) each merged with a merger subsidiary of the Company, and subsequently merged into the Company (the “Mergers”). The former shareholders of the Blocker Companies collectively received a number of shares of Class A common stock in the Mergers equal to the number of LLC Units held by the Blocker Companies prior to the Mergers.

Following the Reorganization Transactions, Definitive Healthcare Corp. became a holding company, with its sole material asset being a controlling equity interest in Definitive OpCo. The Company operates and controls all of the business and affairs of Definitive OpCo, and through Definitive OpCo and its subsidiaries, conducts its business. Accordingly, the Company consolidates the financial results of Definitive OpCo, and reports the noncontrolling interests of unexchanged LLC Unit holders on its unaudited condensed consolidated financial statements.

In connection with the Reorganization Transactions and the IPO, the Company entered into a TRA. See Note 15. Income Taxes.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and in conformity with rules applicable to quarterly financial information. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative nongovernmental GAAP as found in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The unaudited condensed consolidated financial statements as of September 30, 2026 and for the three and nine months ended September 30, 2026 and 2025 are unaudited and should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2025. All adjustments, consisting of normal recurring adjustments, except as otherwise noted, considered, in the opinion of management, necessary for a fair presentation of the unaudited condensed consolidated financial statements for these interim periods have been included.

Refer to Note 2. Summary of Significant Accounting Policies in the notes to the consolidated financial statements in the 2025 Form 10-K for the Company’s significant accounting policies and estimates.

Use of Estimates in the Preparation of Financial Statements

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, revenue recognition, allowance for doubtful accounts, contingencies, valuations, useful lives of intangible assets acquired in business combinations, equity-based compensation, and income taxes. Actual results could differ from those estimates.

Recent Developments

Nasdaq’s Minimum Bid Price Requirement

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

Non-Binding Proposal

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 the Company’s Class A common stock and all outstanding LLC Units, in each case, not already owned by Advent or Jason Krantz, the Company’s 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 the Company’s response to the proposal or any alternative thereto, and there can be no assurance that the Company will pursue the proposed transaction or any other strategic alternative, or that any transaction will be approved or consummated.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40)(“ASU 2024-03”). ASU 2024-03 requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. The Company is currently assessing the impact, if any, that adoption of this new accounting standard will have on its unaudited condensed consolidated financial statements and footnote disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles-Goodwill and Other-Internal-Use Software(“ASU 2025-06”). ASU 2025-06 modernizes and clarifies the threshold for when an entity is required to begin capitalizing software costs and is based on when (i) management has authorized and committed to funding the software project; and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU 2025-06 are effective for fiscal years beginning after December 15, 2027, and interim reporting periods, with early adoption permitted. The Company is currently assessing the impact, if any, that adoption of this new accounting standard will have on its unaudited condensed consolidated financial statements and footnote disclosures.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivative Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract(“ASU 2025-07”), which refines the scope Topic 815 and clarifies which contracts are subject to derivative accounting. The guidance also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract. The amendments in ASU 2025-07 are effective for fiscal years beginning after December 15, 2026, and interim reporting periods, with early adoption permitted. The Company is currently assessing the impact, if any, that adoption of this new accounting standard will have on its unaudited condensed consolidated financial statements and footnote disclosures.

No other new accounting pronouncements issued or effective during the first nine months of the current year have had, or are expected to have, a material impact on the Company’s unaudited condensed consolidated financial statements.

2. Revenue

The Company disaggregates revenue from its arrangements with customers by type of service as it believes these categories best depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The opening balance of accounts receivable as of January 1, 2025 was $53.2 million.

The following table represents a disaggregation of revenue from arrangements with customers for thethree and nine months ended September 30, 2026 and 2025, respectively:

Deferred Contract Costs

A summary of the activity impacting the deferred contract costs for thenine months ended September 30, 2026 and the year ended December 31, 2025 is presented below:

Contract Liabilities

A summary of the activity impacting deferred revenue balances during thenine months ended September 30, 2026 and for the year ended December 31, 2025 is presented below:

Remaining Performance Obligations

Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unearned revenue and unbilled amounts that will be invoiced and recognized as revenue in future periods. Transaction price allocated to remaining performance obligations is influenced by several factors, including seasonality, the timing of renewals, and disparate contract terms. The Company’s backlog represents installment billings for periods beyond the current billing cycle. The majority of the Company’s noncurrent remaining performance obligations will be recognized in the next 13 to 36 months.

The remaining performance obligations consisted of the following:

3. Short-Term Investments

Short-term investments classified as available-for-sale consisted of the following:

All short-term investments had stated maturity dates of less than one year. Included in the amortized cost as of September 30, 2026 and December 31, 2025 is net accumulated accretion ofnil and $0.3 million, respectively. Interest accretion on short-term investments was $0.1 million and $0.8 million during thethree months ended September 30, 2026 and 2025, respectively, and $0.4 million and $2.7 million during thenine months ended September 30, 2026 and 2025, respectively.

4. Accounts Receivable, Net

Accounts receivable, net consisted of the following:

5. Prepaid Expenses and Other Assets

Prepaid expenses and other assets consisted of the following:

6. Property and Equipment, Net

Property and equipment, net consisted of the following:

Depreciation and amortization expense associated with property and equipment was $1.2 million and$0.8 million during the three months ended September 30, 2026 and 2025, respectively, and $3.3 million and $2.3 million during thenine months ended September 30, 2026 and 2025, respectively.

7. Goodwill and Intangible Assets

The carrying amounts of goodwill and intangible assets, as of September 30, 2026 and December 31, 2025, consisted of the following:

Amortization expense associated with finite-lived intangible assets was$11.3 million and $13.2 million during thethree months ended September 30, 2026 and 2025, respectively, of which $3.8 million and $5.0 million was included in cost of revenue during each respective period. Amortization expense associated with finite-lived intangible assets was$36.3 million and $39.9 million during thenine months ended September 30, 2026 and 2025, respectively, of which $14.0 million and $15.6 million was included in cost of revenue during each respective period.

Estimated total intangible amortization expense during the next five years and thereafter is as follows:

Goodwill Impairment

Goodwill and acquired intangible assets are initially recorded at fair value and tested periodically for impairment. The Company estimates the fair value of these assets using primarily unobservable inputs, which are considered Level 3 fair value measurements as defined in Note 11. Fair Value Measurements. The Company traditionally performs an impairment test of goodwill during the fourth quarter of each fiscal year and more frequently if indicators of potential impairment arise.

During the first quarter of 2026, the Company experienced declines in its market capitalization as a result of sustained decreases in the Company’s stock price, which represented a triggering event requiring management to perform a quantitative goodwill impairment test as of the end of the reporting period. As a result of the impairment test, the Company determined that the fair value of its single reporting unit was lower than its carrying value and, accordingly, recorded a non-cash, pretax, goodwill impairment charge of $197.2 million during the first quarter of 2026. The goodwill impairment charge did not affect the Company’s liquidity or the financial covenants in its outstanding debt agreement.

In calculating the goodwill impairment charges, the Company estimated the fair value of its single reporting unit based on its market capitalization and an appropriate control premium. Market capitalization is determined by multiplying the number of shares of Class A common stock outstanding by the market price of its Class A common stock. The control premium, or the amount paid by a new controlling shareholder for the benefits resulting from synergies and other potential benefits derived from controlling the acquired company, is determined by utilizing data from publicly available premium studies for similarly situated public company transactions. A goodwill impairment loss is recognized for the difference between the carrying value of the reporting unit and the fair value.

The Company also recorded a non-cash, pretax, goodwill impairment charge of $176.5 million during the first quarter of 2025 based on a triggering event driven by declines in its market capitalization as a result of sustained decreases in the Company’s stock price.

As of and for the periods ended September 30, 2026 and December 31, 2025, goodwill consisted of the following:

The Company also considered its intangible assets with finite useful lives, which are amortized over their estimated useful lives, generally on a straight-line basis or using the economic consumption method if anticipated future revenues can be reasonably estimated. These assets are reviewed for impairment when facts or circumstances indicate that the carrying values may not be recoverable. The Company experienced triggering events during the first quarter of fiscal years 2026 and 2025 resulting from declines in the Company’s market capitalization driven by sustained decreases in the Company’s stock price. In each case, the Company’s intangible assets were reviewed for impairment. Based on quantitative and qualitative analyses performed, management concluded the assets were recoverable and no impairment charges were recorded as a result of these triggering events.

8. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:

Restructuring Charges

During the first quarter of 2026, the Company 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 the Company’s current workforce by approximately 40 people. During the first quarter of 2026, the Company incurred restructuring and related charges of approximately $1.1 million, consisting of severance payments, employee benefits, and related cash expenses, which were recognized within transaction, integration, and restructuring expenses in the unaudited condensed consolidated statements of operations. 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. The Company expects these payments will be made in the fourth quarter of 2026. 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.

The following table sets forth the activity in the Company’s liabilities resulting from the 2026 Restructuring Plan:

The Company does not expect to incur further material restructuring and related charges associated with the 2026 Restructuring Plan during the remainder of 2026.

Contingent Consideration

Regarding contingent consideration associated with a prior acquisition, the Company determined that the earnout revenue targets were partially achieved for the calendar year 2024 performance period and were not achieved for the calendar year 2025 performance period. In May 2025, former equity holders of the acquired company delivered a notice asserting that the performance conditions for the 2024 performance period were satisfied at a higher payout tier than was calculated by the Company and that additional consideration was due. The Company disputed this assertion and believed that, based on its interpretation of the purchase agreement and its calculation of the applicable performance metrics, no additional amounts were payable. The parties subsequently engaged in litigation regarding this matter.

During the third quarter of 2026, and prior to the issuance of the Company’s financial statements for the second quarter of 2026, the Company entered into a settlement agreement with the former equity holders that fully resolved all claims related to the disputed earnout arrangement. Pursuant to the settlement, the Company agreed to make a payment of $7.5 million, which is expected to be paid during the fourth quarter of 2026. The Company recorded the resulting $1.5 million incremental liability in the second quarter of 2026.

As of September 30, 2026, the $7.5 million liability associated with the earnout matter was included within accrued expenses and other liabilities in the accompanying unaudited condensed consolidated balance sheets. The liability consisted of $3.0 million of contingent consideration measured at fair value, which is reflected within contingent consideration, current in the table above, and $4.5 million of loss contingency and settlement-related accruals, which are reflected within accrued legal matters in the table above.

The table below summarizes the components of the liability associated with the earnout matter:

9. Long-Term Debt

Long-term debt consisted of the following as of September 30, 2026 and December 31, 2025, respectively:

2021 Credit Agreement

The Company is party to a credit agreement, as amended (the “2021 Credit Agreement”), providing for a $175.0 million term loan facility (the “2021 Term Loan”) and a $50.0 million revolving credit facility (the “Revolving Credit Facility”), each of which matures on January 16, 2030. The 2021 Term Loan and the Revolving Credit Facility bear interest at a rate per annum equal to (a) ABR (as defined in the 2021 Credit Agreement) or (b) Term SOFR (as defined in the 2021 Credit Agreement) for the interest period in effect for the applicable borrowing, in each case, plus an applicable margin based on a grid ranging from 1.00% to 1.50% for ABR borrowings and 2.00% to 2.50% for Term SOFR borrowings. The interest rates are subject to two step-ups of 0.25% based on the total net leverage ratio of DH Holdings and its restricted subsidiaries on a consolidated basis (the “Total Net Leverage Ratio”). In addition, DH Holdings will pay an unused commitment fee of between 0.25% and 0.30% on the undrawn commitments under the Revolving Credit Facility, also depending on the Total Net Leverage Ratio. The expense is included in interest expense in the unaudited condensed consolidated statements of operations. The obligations under the 2021 Credit Agreement are secured by pledges of assets as described in the 2025 Form 10-K.

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

As of September 30, 2026, the Company had no outstanding borrowings under the Revolving Credit Facility and had $49.7 million of available borrowing capacity after giving effect to $0.3 million of outstanding letters of credit.

The Company was in compliance with its financial covenants under the 2021 Credit Agreement as of September 30, 2026.

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 September 30, 2026 and December 31, 2025, respectively.

10. Derivative Instruments and Hedging Activities

Risk Management Objective of Using Derivatives

The Company is exposed to risks from changes in interest rates related to the 2021 Term Loan (See Note 9. Long-Term Debt). The Company uses derivative financial instruments, specifically, interest rate cap contracts, in order to manage its exposure to interest rate movements. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. The Company’s primary objective in holding derivatives is to reduce the volatility of cash flows associated with changes in interest rates. The Company does not enter into derivative transactions for speculative or trading purposes.

Cash Flow Hedges of Interest Rate Risk

The Company entered intotwo interest rate cap agreements, effective March 31, 2025. Thetwo interest rate cap agreements each have a notional value of $63.9 million as of September 30, 2026, with an interest rate cap of 4.50%. Interest payment receipts under the caps, if any, are made monthly on a net settlement basis. The Company has not recorded any amounts due to ineffectiveness for the period ended September 30, 2026.

The derivative interest rate caps are designated and qualify as cash flow hedges. Consequently, the change in the estimated fair value of the effective portion of the derivative is recognized in accumulated other comprehensive (deficit) income (“AOCI”) on the unaudited condensed consolidated balance sheets and reclassified to interest expense, net, when the underlying transaction has an impact on earnings. The Company expects to recognize $0.4 million of net pre-tax losses from accumulated other comprehensive income as a charge to interest expense in the next twelve months associated with its interest rate caps. The Company recognizes derivative instruments and hedging activities on a gross basis as either assets or liabilities on the Company’s consolidated balance sheets and measures them at fair value. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions in a cash flow hedge. To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes to future cash flows on hedged transactions.

The fair values of the interest rate caps as of September 30, 2026 and December 31, 2025 were recorded in the Company’s unaudited condensed consolidated balance sheets as follows:

11. Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants on the measurement date, and establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value as follows:

Level 1 – Observable inputs (unadjusted) that reflect unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 – Other inputs that are directly or indirectly observable in the marketplace.

Level 3 – Unobservable inputs that are supported by little or no market activity, including the Company’s own assumptions in determining fair value.

The Company’s financial assets and liabilities subject to the three-level fair value hierarchy consist principally of cash and equivalents, short-term investments, accounts receivable, accounts payable, long-term and short-term debt, derivative financial instruments, and contingent consideration payable. The estimated fair value of cash included in cash and cash equivalents, accounts receivable, and accounts payable approximates their carrying value due to their short maturities (less than 12 months).

Debt

The Company’s short- and long-term debt are recorded at their carrying values in the unaudited condensed consolidated balance sheets, which may differ from their respective fair values. The estimated fair values of the Company’s short- and long-term debt approximate their carrying values as of September 30, 2026 and December 31, 2025, based on interest rates currently available to the Company for similar borrowings.

Money market funds (included in cash and cash equivalents)

Money market funds are recorded at fair value using quoted market prices in active markets and are classified as Level 1 in the fair value hierarchy.

Short-term investments

The Company estimates the fair values of investments in U.S. treasuries, commercial paper, and certificates of deposit using Level 2 inputs, taking into consideration valuations obtained from a third-party pricing service. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads, market yield curves, benchmark securities, prepayment/default projections based on historical data, and other observable inputs.

Derivative financial instruments

The Company uses interest rate caps to manage interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, and implied volatilities.

To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. The Company has determined that the significance of the impact of the credit valuation adjustments made to its derivative contracts, which determination was based on the fair value of each individual contract, was not significant to the overall valuation. As a result, all of its derivatives held as of September 30, 2026 and December 31, 2025 were classified as Level 2 in the fair value hierarchy.

Contingent consideration

Deferred consideration resulting from a previous acquisition, which was subject to meeting certain revenue metrics during calendar years 2024 and 2025, is measured at fair value on a recurring basis. At September 30, 2026, management estimated the fair value of the contingent consideration liability to be $3.0 million based on its assessment of the amount payable under the earnout provisions of the acquisition agreement, all of which was included in accrued expenses and other liabilities in the unaudited condensed consolidated balance sheets.

For additional information regarding this contingent consideration, including the settlement of a dispute with the former equity holders, see Note 8. Accrued Expenses and Other Liabilities.

Earnout liabilities are classified within Level 3 in the fair value hierarchy because the methodology used to develop the estimated fair value includes significant unobservable inputs reflecting management’s own assumptions. The table below presents a reconciliation of earnout liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

At September 30, 2026 and December 31, 2025, assets and liabilities measured at fair value on a recurring basis were as follows:

At September 30, 2026 and December 31, 2025, the estimated fair values of all of the Company’s financial assets and liabilities subject to the three-level fair value hierarchy approximated their carrying values due to their short-term maturities (less than 12 months).

Non-recurring fair value measurements

Certain assets and liabilities, including property and equipment, lease right-of-use assets, goodwill, and other intangible assets, are measured at fair value on a non-recurring basis. These assets are remeasured when the derived fair value is below the carrying value on the Company’s unaudited condensed consolidated balance sheet. For these assets, the Company does not periodically adjust carrying value to fair value except in the event of impairment. When impairment has occurred, the Company measures the required charges and adjusts the carrying value as discussed in Note 2. Summary of Significant Accounting Policies of the notes to the consolidated financial statements in the 2025 Form 10-K.

12. Noncontrolling Interest

The Company operates and controls all of the business and affairs of Definitive OpCo, and through Definitive OpCo and its subsidiaries, conducts its business. Accordingly, the Company consolidates the financial results of Definitive OpCo, and reports the noncontrolling interests of its consolidated subsidiaries on its unaudited condensed consolidated financial statements based on the LLC Units held by Continuing Pre-IPO LLC Members other than the Company. Changes in the Company’s ownership interest in its consolidated subsidiaries are accounted for as equity transactions. As such, future redemptions or direct exchanges of LLC Units by such Continuing Pre-IPO LLC Members will result in a change in ownership and reduce or increase the amount recorded as noncontrolling interests and increase or decrease additional paid-in capital in the Company’s unaudited condensed consolidated balance sheets.

During the nine months ended September 30, 2026,244,416 LLC Units held by Continuing Pre-IPO LLC Members were exchanged for shares of Class A common stock of the Company pursuant to the terms of the Amended LLC Agreement. In addition,3,994,190 restricted stock units (“RSUs”) vested and 1,341,682 shares of Class A common stock were withheld to cover withholding tax obligations, resulting in the net issuance of 2,652,508 shares of Class A common stock of the Company. Pursuant to the Definitive OpCo second amended and restated limited liability company agreement entered into in connection with the IPO, LLC Units were issued on a one-for-one basis in connection with the vesting of RSUs.

As of September 30, 2026 and December 31, 2025, the Company held ownership interests in Definitive OpCo of 73.7% and 73.1%, respectively, and noncontrolling interests of 26.3% and 26.9%, respectively.

13. Accumulated Other Comprehensive (Deficit) Income

The following tables summarize the changes in AOCI for thethree and nine months ended September 30, 2026 and 2025, respectively.

14. Stockholders’ Equity and Equity-Based Compensation

Equity-Based Compensation

The Company recognizes equity-based compensation expense associated with awards granted under equity incentive plans. Equity-based compensation expense is allocated to all departments based on the recipients of the compensation. A summary of the expense by line item in the unaudited condensed consolidated statements of operations for thethree and nine months ended September 30, 2026 and 2025, respectively, is provided in the following table.

During the three and nine months ended September 30, 2026, the Company modified certain equity awards in connection with departures of certain executive-level employees. Certain previously unvested time-based RSUs vested, or may become eligible for accelerated vesting upon satisfaction of specified conditions under the applicable separation arrangements, in connection with the award modifications, which resulted in incremental stock-based compensation expense of approximately $0.7 million and $0.9 million during the three and nine months ended September 30, 2026, respectively. The remaining unvested shares held by such award holders were forfeited upon separation.

During the three and nine months ended September 30, 2025, the Company modified certain equity awards in connection with departures of certain executive-level employees. Certain previously unvested time-based RSUs vested in connection with the award modifications, which resulted in incremental stock-based compensation expense of approximately $0.3 million and $0.9 million during the three and nine months ended September 30, 2025, respectively. The remaining unvested shares held by such award holders were forfeited upon separation.

Performance Stock Units (“PSUs”)

During the first quarter of 2026, the Company granted PSUs to certain members of its executive leadership team, pursuant to the 2021 Plan. These awards vest based on the satisfaction of certain service conditions and performance-based conditions measured over a cumulative three-year period ended December 31, 2028. The earned payout of these PSUs, if at all, will range from 0% to 200% of target, based upon achievement of certain cumulative performance goals, which include certain financial targets determined by the Company. For fiscal year 2026, the financial targets have been determined, with the fiscal year 2027 and 2028 targets to be determined within 75 days following the end of the previous applicable fiscal year, and the three-year cumulative performance targets set in 2028. In accordance with ASC 718, Compensation - Stock Compensation, the grant date for these PSUs can only be established when a mutual understanding of the terms of the award are established, including the specific targets for the cumulative performance period being explicitly defined in 2028. In addition, the awards are not forfeited in the event an interim annual target for the previous fiscal years is not attained and accordingly, there is no service inception date prior to the grant date. Accordingly, measurement of stock-based compensation attributed to these PSUs will be based on the grant date fair value once the grant date is determined, with the resulting stock-based compensation expense recorded over the substantive service period in 2028.

PSUs with Market Conditions

During fiscal year 2025, the Company granted PSUs to certain executives with a relative total stockholder return (“TSR”) component, pursuant to the 2021 Plan. These awards vest based on the satisfaction of certain service conditions, market conditions, and performance-based conditions measured over a cumulative three-year period ended December 31, 2027. The earned payout of these PSUs, if at all, will range from 0% to 200% of target, based upon achievement of certain cumulative performance goals, which include revenue and adjusted EBITDA margin targets determined by the Company with a relative TSR multiplier up to plus or minus 20%. For fiscal year 2026, the revenue and adjusted EBITDA margin targets have been determined, with the fiscal year 2027 targets to be determined within 75 days following the end of the previous applicable fiscal year, and the three-year cumulative performance targets set in 2027. In accordance with ASC 718, Compensation -Stock Compensation, the grant date for these PSUs can only be established when a mutual understanding of the terms of the award are established, including the specific targets for the cumulative performance period being explicitly defined in 2027. In addition, the awards are not forfeited in the event an interim annual target for the previous fiscal years is not attained and accordingly, there is no service inception date prior to the grant date. Accordingly, measurement of stock-based compensation attributed to these PSUs will be based on the grant date fair value using a Monte-Carlo valuation model once the grant date is determined, with the resulting stock-based compensation expense recorded over the substantive service period in 2027.

The Company recognized approximately $0.7 million and $0.8 million in stock-based compensation expense associated with PSUs during thethree months ended September 30, 2026 and 2025, respectively, and approximately $2.2 million and $3.2 million during thenine months ended September 30, 2026 and 2025, respectively.

15. Income Taxes

During the nine months ended September 30, 2026, management performed an assessment of the recoverability of deferred tax assets. Based on the review of all available evidence, the Company determined that it has not yet attained a sustained level of profitability and the objectively verifiable negative evidence outweighed the positive evidence. Therefore, the Company has recorded a valuation allowance for all years on its net operating loss carryforwards, R&D credit carryforwards, and other net deferred tax assets that remain after all sources of taxable income are exhausted, not supportable by the “naked credit” deferred tax liability sourced income as of September 30, 2026.

As of September 30, 2026 and December 31, 2025, the Company has recorded net deferred tax liabilities of $9.1 million and $13.5 million, respectively.

The Company's effective tax rate was 8.5% and(3.0)% for the three months ended September 30, 2026 and 2025, respectively, and 2.0% and 5.2% for the nine months ended September 30, 2026 and 2025, respectively. The Company’s effective tax rate differs from the statutory tax rate of 21% due to the valuation allowance recorded, foreign tax rates that differ from the U.S. statutory tax rate, and partnership income that is not taxed.

Tax Receivable Agreement

Pursuant to the Company’s election under Section 754 of the Code, the Company expects to obtain an increase in its share of the tax basis in the net assets of Definitive OpCo when LLC Units are redeemed or exchanged by other members. The Company intends to treat any redemptions and exchanges of LLC Units as direct purchases of LLC interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that would otherwise be paid in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

In connection with the IPO, the Company entered into a Tax Receivable Agreement (“TRA”) among the Company, Definitive OpCo, and the TRA Parties and has recorded a liability under the TRA of$12.5 million and $27.2 million as of September 30, 2026 and December 31, 2025, respectively. The $14.7 million decrease in the TRA liability during thenine months ended September 30, 2026 was primarily driven by a$6.8 million remeasurement of the liability based on future realizability of tax attributes with an offsetting adjustment to statement of operations and $8.1 million of payments to TRA Parties, while concurrently increasing $0.2 million with an offsetting adjustment to additional paid-in capital for current year exchange transactions and redemptions. Under the TRA, the Company generally will be required to pay to the TRA Parties 85% of the amount of cash savings, if any, in U.S. federal, state, or local tax that the Company actually realizes directly or indirectly (or are deemed to realize in certain circumstances) as a result of(i) certain tax basis adjustments resulting from (a) acquisitions by the Company of LLC Units from pre-IPO holders in connection with the IPO, and (b) subsequent redemptions or exchanges of LLC Units by holders for Class A common stock or other consideration, (ii) certain tax attributes acquired by the Company from the Blocker Companies in the Reorganization Transactions, and (iii) certain payments made under the TRA. The Company expects to benefit from the remaining 15% of any tax benefits that it may actually realize. To the extent that the Company is unable to timely make payments under the TRA for any reason, such payments generally will be deferred and will accrue interest until paid.

As previously disclosed, the TRA is subject to early termination provisions as provided for in the agreement upon certain change in control events or elected early termination. In all early termination circumstances, such provisions assume that there is sufficient taxable income to realize the tax benefits in measuring the settlement value of the TRA. The Company has been informed that representatives of the TRA Parties, acting on behalf of the applicable TRA Parties, have irrevocably waived the right of such TRA Parties to receive an early termination payment under the TRA in connection with any change of control for which a definitive merger agreement is executed on or prior to December 31, 2026.

16. Loss Per Share

Basic net loss per share of Class A common stock is computed by dividing net income attributable to the Company by the weighted-average number of shares of Class A common stock outstanding during the period, excluding unvested equity awards and subsidiary member units not exchanged. Diluted earnings per share of Class A common stock is calculated by dividing net income attributable to the Company, adjusted for the assumed exchange of all potentially dilutive securities by the weighted-average number of shares of Class A common stock outstanding.

The following table sets forth the reconciliation of the numerator used to compute basic and diluted net loss per share of Class A common stock for thethree and nine months ended September 30, 2026 and 2025.

The following table sets forth the computation of basic and diluted net loss per share of Class A common stock for the three and nine months ended September 30, 2026 and 2025 (per share amounts unaudited).

Shares of the Company’s Class B common stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented.

The following table presents potentially dilutive securities excluded from the computation of diluted net loss per share for the period presented because their effect would have been anti-dilutive:

17. Segment Data

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and assess performance. The Company derives substantially all of its revenue from the sale of subscription fees for access to its platform and stand-ready support—a product designed to provide accurate and comprehensive information on healthcare providers and their activities helping its customers optimize everything from product development to go-to-market planning and sales and marketing execution. To assess performance, the Company’s CODM, the Chief Executive Officer, reviews financial information on a consolidated basis. Therefore, the Company determined it hasone operating segment andone reportable segment. The accounting policies of the Company’s operating segment are the same as those described in Note 2. Summary of Significant Accounting Policies in the notes to the consolidated financial statements in the 2025 Form 10-K. The CODM uses consolidated net loss to set budgets, evaluate margins, review actual results, and to make decisions whether to reinvest profits into the business, pursue acquisitions and partnerships, repurchase shares, and/or engage in other capital management transactions.

The following table presents the operating financial results of our single reportable segment, including revenue, significant expenses regularly provided to the CODM, and net loss:

(1)

For thethree months ended September 30, 2026, other segment items, net includes depreciation and amortization expense of$8.8 million, interest expense of$2.7 million, interest income of$1.3 million, a TRA remeasurement gain of$0.2 million, transaction, integration, and restructuring expenses of$0.2 million, and a net foreign currency transaction gain of$0.2 million. For thethree months ended September 30, 2025, other segment items, net includes depreciation and amortization expense of $9.1 million, a TRA remeasurement loss of $7.1 million, transaction, integration, and restructuring expenses of $5.3 million, interest expense of $3.0 million, interest income of $1.7 million, and net foreign currency transaction losses of $0.1 million.

(2)

For thenine months ended September 30, 2026, other segment items, net includes a goodwill impairment charge of$197.2 million, depreciation and amortization expense of$25.7 million, interest expense of$7.9 million, a TRA remeasurement gain of$6.8 million, interest income of$3.9 million, transaction, integration, and restructuring expenses of$1.5 million, and a net foreign currency transaction gain of$0.8 million. For the nine months ended September 30, 2025, other segment items, net includes a goodwill impairment charge of $176.5 million, depreciation and amortization expense of $26.6 million, a TRA remeasurement gain of $10.6 million, interest expense of $8.4 million, transaction integration, and restructuring expenses of $7.2 million, interest income of $5.5 million, net foreign currency transaction losses of $1.6 million, and a loss on the partial extinguishment of debt of $0.5 million.

18. Related Parties

The Company has engaged in revenue transactions within the ordinary course of business with entities affiliated with its Sponsors and with members of the Board. During the three months ended September 30, 2026 and 2025, the Company recorded revenue from related parties of $0.2 million and $0.3 million, respectively. During the nine months ended September 30, 2026 and 2025, the Company recorded revenue from related parties of $0.5 million and $0.6 million, respectively. There wereno material receivables due from related parties at September 30, 2026 or December 31, 2025.

During the three months ended September 30, 2026 and 2025, the Company paid $0.6 million and $0.3 million, respectively, to related parties for transactions within the ordinary course of business, and $2.5 million and $0.7 million during thenine months ended September 30, 2026 and 2025, respectively. Payables to related parties amounted to $0.2 million at both September 30, 2026 and December 31, 2025.

19. Subsequent Events

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 incremental expense impact of this discretionary benefit in the fourth quarter of 2026.