NRC HEALTH

Basis of Presentation

Our condensed consolidated balance sheet at December 31, 2025, was derived from our audited consolidated balance sheet as of that date. All other financial statements contained herein are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) that we consider necessary for a fair presentation of financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States.

Information and footnote disclosures included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto that are included in our Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2026.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Deferred Contract Costs

We defer incremental costs of obtaining customer contracts. These costs are amortized over the estimated term of the contract, including renewals, which generally ranges from three tofive years. We deferred incremental costs of obtaining a contract of $908,000 and $354,000 in the three-month periods ended March 31, 2026, and 2025, respectively. Deferred contract costs, net of accumulated amortization was $3.1 million and $2.5 million at March 31, 2026, and December 31, 2025, respectively. Total amortization by expense classification for the three-month periods ended March 31, 2026, and 2025 was as follows (in thousands):

Fair Value Measurements

Our contingent consideration liability was measured at fair value on a recurring basis using significant unobservable inputs (Level 3). The measurement period for the contingent consideration arrangement was completed as of December 31, 2025. The remaining liability was settled during the quarter and no balance remained at March 31, 2026.

Commitments and Contingencies

There were no material changes to the Company’s commitments, contingencies, or legal proceedings from those disclosed in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025.

Recently Adopted Accounting Standards

We elected the practical expedient under ASU 2025-05 to estimate expected credit losses for current accounts receivable and current contract assets by assuming current conditions as of the balance-sheet date remain unchanged over the remaining life of the assets. The adoption and election did not have a material impact on our condensed consolidated financial statements or related disclosures.

Recent Accounting Pronouncements Not Yet Adopted

We monitor recently issued accounting pronouncements to assess their potential impact on our consolidated financial statements and related disclosures. The following Accounting Standards Updates (“ASUs”) have been issued but not yet adopted. The Company has evaluated or is currently evaluating each standard to determine the impact of adoption.

In February 2024, the FASB issued ASU 2024-03, which provides improvements to the disclosure requirements for expenses. The update primarily impacts disclosures by requiring entities to provide additional detail about the natural classification of significant expenses that are included in relevant income statement line items. ASU 2024-03 is effective for the Company for annual reporting periods beginning after December 15, 2026, and interim periods thereafter. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial position or results of operations, but it will result in expanded expense disclosures beginning with the Company’s annual financial statements for the year ending December 31, 2027.

In September 2025, the FASB issued ASU 2025-06, which provides targeted improvements to the accounting for internal-use software. The update replaces the current project stage model with a principles-based framework and requires capitalization to begin when management authorizes and commits funding, and project completion is probable. ASU 2025-06 is effective for the Company for annual reporting periods beginning after December 15, 2027, including interim periods within those years. The Company is currently evaluating the effect of adopting this standard, and the impact is not yet known or reasonably estimable. The Company will determine the transition method for adoption and does not plan to adopt before the effective date.

We derive a majority of our revenue from renewable subscription‑based service agreements with our customers. These arrangements represent a single promise to stand ready to provide services over the contractual term and are recognized ratably as the related services are provided. As a result, the significant majority of our revenue is recognized over time.

Revenue recognized over time totaled $33.3 million and $31.0 million for the three months ended March 31, 2026 and 2025, respectively. Revenue associated with performance obligations satisfied at a point in time, including one‑time specified services, as well as revenue from fixed, non‑subscription and unit‑priced service arrangements, was not material for either period.

Total revenue for the three months ended March 31, 2026, was $34.8 million, compared to $33.6 million for the three months ended March 31, 2025, with the increase primarily attributable to growth in subscription‑based services.

Our revenue recognition patterns during the quarter are consistent with those disclosed in our Annual Report on Form 10‑K.

The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers (in thousands):

Deferred revenue increased by $1.0 million primarily due to new billings exceeding revenue recognized during the period.

We have elected to apply the practical expedient to not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Total remaining contract revenue for contracts with original duration of greater than one year expected to be recognized in the future related to performance obligations that are unsatisfied at March 31, 2026, approximated $194.5 million, of which $61.5 million is expected to be recognized over the next 12 months, with the remainder recognized thereafter.

The effective tax rate was 26% and 25% for the three-month periods ended March 31, 2026, and 2025, respectively. The increase in the effective tax rate was primarily driven by a higher impact from non-deductible executive compensation under IRC Section 162(m).

Our long‑term debt consists of amounts outstanding under the Credit Agreement entered into in February 2025, as described in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025. There were no amendments, modifications, or new debt issuances during the three months ended March 31, 2026. Our long-term debt consists of the following (in thousands):

As of March 31, 2026, we were in compliance with all financial covenants.

Our 2025 Omnibus Incentive Plan (the “2025 Omnibus Incentive Plan”), which became effective on May 7, 2025, provides for the granting of equity-based awards, as described in our Annual Report on Form 10-K for the year ended December 31, 2025. At March 31, 2026,3.9 million shares of common stock were available for issuance pursuant to future grants under the plan.

Service-Based Stock Option Awards

We grant stock options to directors and select executives with vesting based on specified service periods. Vesting terms vary with each grant and option awards are generally five to ten years following the date of grant. We recognize compensation expense on a straight-line basis over the service period specified in the award. We granted 17,638 and 11,021 service-based stock option awards during the three-month period ended March 31, 2026 and 2025, respectively.

The fair value of service-based stock options granted in 2026 was estimated using a Black-Scholes valuation model with the following weighted average assumptions:

The risk-free interest rate assumptions were based on the U.S. Treasury yield curve in effect at the time of the grant. The expected volatility was based on historical monthly price changes of our stock based on the expected life of the options at the date of grant. The expected life of options is the average number of years we estimate that options will be outstanding. We consider groups of associates that have similar historical exercise behavior separately for valuation purposes.

The following table summarizes service-based stock option activity for the three-month period ended March 31, 2026:

Performance-Based Stock Option Awards

We also grant stock options to selected executives with vesting contingent upon meeting certain Company-wide performance goals. The performance goals for options issued in 2024 are based on reaching a total recurring contract value target, measured at the end of the performance period, December 31, 2026. Vesting is also dependent upon remaining in our employment through the performance period. The performance awards issued in 2024 have asix-year contractual term. We recognize compensation expense prospectively from the date it is deemed probable that the performance goal will be met through the end of the performance period. We did not recognize compensation expense related to performance-based awards in 2025 or 2026 since achieving the performance goals was not deemed probable. There wasno activity related to performance‑based stock option awards during the three months ended March 31, 2026.

As of March 31, 2026, the total unrecognized compensation cost related to non-vested performance-based and service-based stock option awards was approximately $1.4 million which was expected to be recognized over a weighted average period of 1.6 years.

There was $139,000 and $132,000 of cash received from stock options exercised during the three-month periods ended March 31, 2026 and 2025, respectively. We recognized $245,000 and $171,000 of non-cash compensation expense for the three-month periods ended March 31, 2026, and 2025, respectively, which is included in selling, general, and administrative expenses.

Non-vested Stock Awards and Restricted Stock Units

No shares of non-vested restricted stock awards (RSAs) were granted during the three-month periods ended March 31, 2026 and 2025. At March 31, 2026 and December 31, 2025, there were 829,000 non-vested restricted stock awards outstanding with total remaining unrecognized compensation expense of $7.7 million expected to be recognized over a weighted average period of 2.1 years. We recognized non-cash compensation expense of $1.0 million for the three-month period ended March 31, 2026, related to non-vested stock, which is included in selling, general, and administrative expenses. No expense was recognized for the three-month period ended March 31, 2025.

We granted 160,000 restricted stock units (RSUs) during the three months ended March 31, 2026. No RSUs were granted in 2025. RSUs do not carry dividend or voting rights prior to vesting. At March 31, 2026,160,000 RSUs were outstanding, with total remaining unrecognized compensation expense of $2.4 million expected to be recognized over a weighted‑average period of 1.8 years. We recognized non‑cash compensation expense of $331,000 for the three months ended March 31, 2026, related to RSUs, which is included in selling, general, and administrative expenses. No expense was recognized for the three-month period ended March 31, 2025.

The carrying amount of goodwill totaled $66,152 at March 31, 2026, and no impairments were recognized during the three month-period then ended.

Intangible assets consisted of the following (in thousands):

Basic net income per share was computed using the weighted-average shares of common stock outstanding during the period.

Diluted net income per share was computed using the weighted-average shares of common stock and, if dilutive, the potential common stock outstanding during the period. Potential shares of common stock consist of the incremental common stock issuable upon the exercise of stock options and vesting of restricted stock. The dilutive effect of outstanding stock options and restricted stock units is reflected in diluted earnings per share by application of the treasury stock method.

We had 370,699 and 427,838 options of common stock for the three-month periods ended March 31, 2026, and 2025, respectively, which have been excluded from the diluted net income per share computation because their inclusion would be anti-dilutive. Performance-based stock option awards have not been included in the computation since the conditions have not been met.

The Company assesses segment reporting in accordance with ASC 280,Segment Reporting. Based on how the business is managed and the financial information reviewed by our Chief Operating Decision Maker (“CODM”), who is our Chief Executive Officer, the Company operates as one operating segment andone reportable segment.

The CODM evaluates the Company’s performance and allocates resources based on consolidated net income, which is the primary measure used to assess results against forecasts and historical trends. Because the Company has a single operating segment, our segment results are identical to the amounts presented in our Consolidated Statements of Income, and we have no inter‑segment revenues or transfers.

In addition to consolidated net income, the CODM is regularly provided supplemental information regarding certain management bonuses (when applicable), noncash stock compensation expense, and the related income tax, as presented below for the three months ending (in thousands):

On April 27, 2026, the Compensation and Talent Committee of our Board of Directors approved amendments to equity awards granted to certain executives in 2025. The amendments eliminated the Company’s right to repurchase the shares underlying these awards if the executives’ employment terminated under certain circumstances prior to the third anniversary of the respective grant dates. The impacted executives were also awarded bonuses intended to cover their anticipated tax obligations in connection with these amendments.

The amendments and related bonuses are expected to result in approximately $9.4 million of expense during the second quarter of 2026, consisting of (i) approximately $6.5 million of non-cash accelerated equity compensation expense, substantially all of which would otherwise have been recognized ratably through the second quarter of 2028, and (ii) approximately $2.9 million of cash bonus expense, primarily related to tax payments. The Company’s effective tax rate for the second quarter and the remainder of 2026 is expected to be impacted by the non-deductibility of these amounts.