Definitive Healthcare Corp.

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.

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.

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.

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.

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.

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.

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.

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:

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the diversion of significant management time and resources;

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difficulties maintaining relationships with customers and other business partners;

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delays or deferments of certain business decisions by our customers and other business partners;

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the inability to pursue alternative business opportunities or make appropriate changes to our business;

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any litigation in connection with the proposal or alternatives, which can result in substantial costs and divert management time and resources;

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any perceived uncertainties as to our future direction, strategy or leadership created as a result of the proposal; and

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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.