ZoomInfo Technologies Inc.

Previous wording

Our business and financial condition have and may continue to be impacted by adverse macroeconomic conditions. See “Risks Related to Geopolitical and Macroeconomic Factors” in Part I, Item 1A of our 2025 Form 10-K for further discussion of the possible impact of these issues on our business.

Current wording

Our business and financial condition have been and may continue to be impacted by adverse macroeconomic conditions. See “Risks Related to Geopolitical and Macroeconomic Factors” in Part I, Item 1A of our 2025 Form 10-K for further discussion of the possible impact of these issues on our business.

Previous wording

We believe that the growth and future success of our business depends on many factors, including the following:

Current wording

We believe that the growth and future success of our business depend on many factors, including the following:

Previous wording

We believe that expanding the value that we provide to our customers and the corresponding revenue generated as a result is an important measure of the health of our business. We monitor net revenue retention to measure that growth. Net revenue retention is a metric that we calculate based on customers of ZoomInfo at the beginning of the twelve-month period, and is calculated as: (a) the total annual contract value ("ACV") for those customers at the end of the twelve-month period, divided by (b) the total ACV for those customers at the beginning of the twelve-month period. Our net revenue retention rate was 89% as of June 30, 2026 and 2025. In the near term, we expect our net revenue retention rate to be impacted by macroeconomic conditions. See the caption above entitled “—Recent Developments — Impact of Macroeconomic Conditions.” Over the long term, we expect our net revenue retention rate to be influenced by our ability to move upmarket, as larger customers have historically exhibited higher net revenue retention. We also measure our success in expanding relationships with existing customers by the number of customers that contract for $100,000 or greater in ACV. As of June 30, 2026 and 2025, our number of customers with $100,000 or greater in ACV was 1,891 and 1,882, respectively. Customers with $100,000 or greater in ACV comprised over 50% of total Company ACV as of June 30, 2026.

Current wording

We believe that expanding the value that we provide to our customers and the corresponding revenue generated as a result is an important measure of the health of our business. We monitor net revenue retention to measure that growth. Net revenue retention is a metric that we calculate based on customers of ZoomInfo at the beginning of the twelve-month period, and is calculated as: (a) the total annual contract value ("ACV") for those customers at the end of the twelve-month period, divided by (b) the total ACV for those customers at the beginning of the twelve-month period. Our net revenue retention rate was 88% and 90% as of September 30, 2026 and 2025, respectively. In the near term, we expect our net revenue retention rate to be impacted by macroeconomic conditions. See the caption above entitled “—Recent Developments — Impact of Macroeconomic Conditions.” Over the long term, we expect our net revenue retention rate to be influenced by our ability to shift our business towards larger customers, who have historically exhibited higher net revenue retention. We also measure our success in expanding relationships with existing customers by the number of, and ACV from, our largest customer relationships, including customers that contract for $100,000 or greater in ACV. As of September 30, 2026 and 2025, our number of customers with $100,000 or greater in ACV was 1,851 and 1,887, respectively. Customers with $100,000 or greater in ACV comprised over 50% of total Company ACV as of September 30, 2026.

Previous wording

Beginning in the third quarter of 2026, we intend to transition a portion of our per-seat subscription revenue to a hybrid model consisting of a lower annual platform fee combined with pre-purchased data credits that customers consume over time, with existing customers expected to convert primarily as they renew. We believe this transition may, over time, reduce downsell pressure historically associated with seat compression and create additional expansion opportunity as customer data consumption increases, which we expect to affect our net revenue retention and the mix of our ACV between seat-based and non-seat-based arrangements. In the near term, however, this transition may result in revenue headwinds and increased period-to-period variability as customers convert to the new model.

Current wording

Beginning in the third quarter of 2026, we introduced a hybrid pricing model consisting of an annual platform fee, pre-purchased credits, and other flexible arrangements, in addition to our traditional seat-based packages. As this model is rolled out more broadly, we believe it may, over time, reduce downsell pressure historically associated with seat compression and create additional expansion opportunities as customers consume more data and increase their usage of ZoomInfo. We expect this shift in packaging away from seats and toward go-to-market work to affect our net revenue retention and the mix of our ACV between seat-based and non-seat-based arrangements. In the near term, this transition may result in revenue headwinds and increased period-to-period variability as adoption of the new pricing model increases.

Previous wording

Subscription revenue is generally recognized ratably over the contract term starting with when our service is made available to the customer. Recurring usage-based revenue is recognized in the period services are utilized by our customers. Other revenue, comprised largely of implementation and professional services fees, is recognized as services are delivered. The amount of revenue recognized reflects the consideration we expect to be entitled to receive in exchange for these services. We record a contract asset when revenue recognized on a contract exceeds the billings to date for that contract.

Current wording

Subscription revenue is generally recognized ratably over the contract term starting when our service is made available to the customer. Recurring usage-based revenue is recognized in the period services are utilized by our customers. Other revenue, comprised largely of implementation and professional services fees, is recognized as services are delivered. The amount of revenue recognized reflects the consideration we expect to be entitled to receive in exchange for these services. We record a contract asset when revenue recognized on a contract exceeds the billings to date for that contract.

Previous wording

General and administrative expenses as a percentage of revenue may fluctuate during periods when we incur non-recurring restructuring and transaction-related expenses, such as those associated with acquisitions or impairments. Excluding these non-recurring items, we expect a more stable or declining trend over time.

Current wording

General and administrative expenses as a percentage of revenue may fluctuate during periods when we incur non-recurring restructuring and transaction-related expenses, such as those associated with acquisitions, impairments, or legal matters. Excluding these non-recurring items, we expect a more stable or declining trend over time.

Previous wording

Other income, net consists primarily of the remeasurement of TRA liabilities, investment income, and realized and unrealized gains and losses related to the impact of transactions denominated in a foreign currency.

Current wording

Other (income) loss, net consists primarily of the remeasurement of TRA liabilities, investment income, and realized and unrealized gains and losses related to the impact of transactions denominated in a foreign currency.

Previous wording

Changes to existing tax law, including changes to corporate income tax rates or the Company’s state tax footprint could lead to substantial remeasurement of the TRA liability recorded through Other income, net. Refer to the Provision for income taxes section below for further information regarding remeasurement of TRA liability and deferred tax assets. Additionally, the magnitude of Other income, net may increase as we expand operations internationally and add complexity to our operations.

Current wording

Changes to existing tax law, including changes to corporate income tax rates or the Company’s state tax footprint, could lead to substantial remeasurement of the TRA liability recorded through Other (income) loss, net. Refer to the Provision for income taxes section below for further information regarding remeasurement of TRA liability and deferred tax assets. Additionally, the magnitude of Other (income) loss, net may increase as we expand operations internationally and add complexity to our operations.

Previous wording

We regularly remeasure our deferred tax assets for statutory changes and other guidance, such as the One Big Beautiful Bill Act (OBBBA) passed on July 4, 2025, as well as changes in our state apportionment factors. Given the magnitude of our deferred tax assets, minor changes can materially affect our Provision for income taxes. Upon a remeasurement of our deferred tax assets, the TRA liability is typically concurrently remeasured with a partially offsetting impact within Other income, net on the Consolidated Statements of Operations.

Current wording

We regularly remeasure our deferred tax assets for statutory changes and other guidance, such as the One Big Beautiful Bill Act (OBBBA) passed on July 4, 2025, as well as changes in our state apportionment factors. Given the magnitude of our deferred tax assets, minor changes can materially affect our Provision for income taxes. Upon a remeasurement of our deferred tax assets, the TRA liability is typically concurrently remeasured with a partially offsetting impact within Other (income) loss, net on the Consolidated Statements of Operations.

Previous wording

We have regularly taken tax positions, including with respect to our various corporate events and restructurings, in determining our Provision for income taxes. We recognize the tax benefit of an uncertain tax position only if it is more likely than not the position will be sustainable upon examination by the taxing authority based on technical merits. We regularly review our tax positions with consideration of a number of factors, including changes in facts or circumstances, changes in tax law or guidance, correspondence with tax authorities during the course of audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in our Provision for income taxes in the period in which we make the change, which could have a material impact on our effective tax rate.

Current wording

We have regularly taken tax positions, including with respect to our various corporate events and restructurings, in determining our Provision for income taxes. We recognize the tax benefit of an uncertain tax position only if it is more likely than not that the position will be sustained upon examination by the taxing authority based on technical merits. We regularly review our tax positions with consideration of a number of factors, including changes in facts or circumstances, changes in tax law or guidance, correspondence with tax authorities during the course of audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in our Provision for income taxes in the period in which we make the change, which could have a material impact on our effective tax rate.

Previous wording

The following table presents our results of operations for the three and six months ended June 30, 2026 and 2025:

Current wording

The following table presents our results of operations for the three and nine months ended September 30, 2026 and 2025:

Previous wording

Sales and marketing, excluding equity-based compensation, increased primarily due to expense from the 2026 Restructuring Program, which was partially offset by lower payroll tax and benefit expense, employee compensation expense and facilities expense.

Current wording

Sales and marketing, excluding equity-based compensation, slightly increased primarily due to higher expense for marketing programs, partially offset by lower employee compensation expense. For the nine months ended period, the expense increased primarily due to expense and other transition-related costs from the 2026 Restructuring Program, as well as higher expense for marketing programs, which was partially offset by lower payroll tax and benefit expense, employee compensation expense and facilities expense.

Previous wording

Research and development, excluding equity-based compensation, increased primarily due to expense and other transition-related costs from the 2026 Restructuring Program, higher technology expense and capitalization of employee compensation expense, partially offset by lower employee compensation expense.

Current wording

Research and development, excluding equity-based compensation, increased primarily due to expense and other transition-related costs from the 2026 Restructuring Program, as well as higher technology expense, which was partially offset by lower employee compensation expense. For the nine months ended period, the expense increased primarily due to expense and other transition-related costs from the 2026 Restructuring Program, partially offset by lower employee compensation expense.

Previous wording

General and administrative, excluding equity-based compensation, increased primarily due to higher litigation settlement expense related to class actions, lease and the related leasehold improvements impairment charges, and higher non-income tax expense, partially offset by lower employee compensation expense.

Current wording

General and administrative, excluding equity-based compensation, increased primarily due to higher litigation settlement expense related to the proposed settlement of the 2024 Securities Litigation, partially offset by lower bad debt expense. For the nine months ended period, the expense increased primarily due to higher litigation settlement expense related to class actions, and lease and the related leasehold improvements impairment charges, partially offset by lower employee compensation expense.

Previous wording

The increase was driven by a goodwill impairment charge recognized during the second quarter of 2026, due to a sustained decrease in the Company’s stock price, industry considerations, and a decline in planned revenues and earnings as a result of key changes in strategy.

Current wording

The Company recognized a goodwill impairment charge during the second quarter of 2026, due to a sustained decrease in the Company’s stock price, industry considerations, and a decline in planned revenues and earnings as a result of key changes in strategy.

Previous wording

Equity-based compensation expense decreased primarily due to lower weighted average grant date fair values of shares being amortized in the current period compared to those that were amortized in the prior period.

Current wording

Equity-based compensation expense slightly increased for the three months ended period primarily due to expense related to liability-classified awards, partially offset by lower weighted average grant date fair values of shares being amortized in the current period compared to those that were amortized in the prior period. For the nine months ended period, the expense decreased primarily due to lower weighted average grant date fair values of shares being amortized in the current period compared to those that were amortized in the prior period, partially offset by expense related to liability-classified awards.

Previous wording

Income (Loss) from operations changed from income to loss primarily due to the goodwill impairment charge, expense and other transition-related costs from the 2026 Restructuring Program, litigation expense related to class actions, lease and the related leasehold improvements impairment charges, partially offset by lower employee compensation expenses and higher revenue. The decrease in operating income margin was mostly due to the goodwill impairment charge.

Current wording

Income (Loss) from operations decreased as compared to the prior year quarter primarily due to expense and other transition-related costs from the 2026 Restructuring Program and litigation expense related to class actions, partially offset by lower employee compensation expenses. Income (Loss) from operations for the nine month period changed from income in the prior year period to a loss primarily due to the goodwill impairment charge, expense and other transition-related costs from the 2026 Restructuring Program, litigation expense related to class actions, lease and the related leasehold improvements impairment charges, partially offset by lower employee compensation expenses. These factors also contributed to the change in operating income (loss) margins.

Previous wording

Provision for income taxes decreased primarily due to decreased income before taxes and effects of changes in state tax law and apportionment, partially offset by an increase in the valuation allowance.

Current wording

Provision for income taxeswas lower for the nine months ended September 30, 2026 primarily due to lower income before taxes and the effects of changes in state tax law and apportionment, partially offset by a goodwill impairment charge that is not deductible for income tax purposes and an increase in the valuation allowance.

Previous wording

The effective tax rate differed from the US federal statutory rate of 21.0% due to U.S. state taxes, non-deductible equity compensation costs, and foreign tax effects, partially offset by research and development credits. The Company’s effective tax rate for the period was further impacted by a goodwill impairment charge which is not deductible for income tax purposes, valuation allowance recorded against certain foreign deferred tax assets not expected to be realized and shortfalls in tax-deductible equity compensation compared to amounts recognized in our financial accounts.

Current wording

The effective tax rate differed from the U.S. federal statutory rate of 21.0% due to U.S. state taxes, non-deductible equity compensation costs including shortfalls in tax-deductible equity compensation relative to amounts recognized in our financial accounts, and foreign tax effects, partially offset by research and development credits. The Company’s effective tax rate for the nine months ended September 30, 2026 was further impacted by a goodwill impairment charge that is not deductible for income tax purposes and a valuation allowance recorded against certain foreign deferred tax assets not expected to be realized.

Previous wording

(2)Represents charges associated with legal settlements, and associated legal fees, related to class actions.

Current wording

(2)Represents charges associated with legal settlements and associated legal fees related to class actions. The 2026 periods primarily include related charges from the proposed settlement of the 2024 Securities Litigation.

Previous wording

We define Adjusted Net Income as net income (loss) adjusted for, as applicable, (i) gain on debt extinguishment, (ii) amortization of acquired technology and other acquired intangibles, (iii) goodwill impairment, (iv) equity-based compensation expense, (v) restructuring and transaction-related expenses, (vi) integration costs and acquisition-related expenses, (vii) litigation settlement, (viii) TRA liability remeasurement (benefit) expense, (ix) other (income) loss, net and (x) tax impacts of adjustments to net income (loss). Adjusted Net Income is presented because it is used by management to evaluate our financial performance and for planning and forecasting purposes. Additionally, we believe that it and similar measures are widely used by securities analysts and investors as a means of evaluating a company’s operating performance. Adjusted Net Income should not be considered as an alternative to cash flows from operating activities as a measure of liquidity or as an alternative to operating income (loss) or net income (loss) as indicators of operating performance.

Current wording

We define Adjusted Net Income as net income (loss) adjusted for, as applicable, (i) gain on debt extinguishment, (ii) amortization of acquired technology and other acquired intangibles, (iii) goodwill impairment, (iv) equity-based compensation expense, (v) restructuring and transaction-related expenses, (vi) integration costs and acquisition-related expenses, (vii) litigation settlement, (viii) TRA liability remeasurement (benefit) expense, (ix) other (income) loss associated with restructuring and transaction-related expenses, and (x) tax impacts of adjustments to net income (loss). Adjusted Net Income is presented because it is used by management to evaluate our financial performance and for planning and forecasting purposes. Additionally, we believe that it and similar measures are widely used by securities analysts and investors as a means of evaluating a company’s operating performance. Adjusted Net Income should not be considered as an alternative to cash flows from operating activities as a measure of liquidity or as an alternative to operating income (loss) or net income (loss) as indicators of operating performance.

Previous wording

(3)Represents tax expense associated with Net income (loss) (GAAP) excluded from Adjusted Net Income (Non-GAAP). The Company calculates the tax impacts of adjustments to net income (loss) by taking the total gross value of the adjustments and multiplying it by the Company’s U.S. federal and state statutory tax rate. We then recalculate the tax impact of book-tax differences related to equity compensation, the tax receivable agreements, and restructuring and transaction-related expenses. For the three and six months ended June 30, 2026, the tax impacts of adjustments to net income (loss) between GAAP and Non-GAAP are presented based on the specific rate reconciliation categories established under ASU 2023-09. For the three months ended June 30, 2026, these primarily relate to recognizing $14.7 million of tax benefit related to the amortization of costs associated with corporate structure simplification, adjusting out $9.7 million of tax expense from foreign tax effects, and adjusting out $3.2 million of tax expense from non-deductible stock-based compensation. For the three months ended June 30, 2025, these primarily relate to recognizing $15.2 million of tax benefit related to the amortization of costs associated with corporate structure simplification, adjusting out $14.6 million of tax expense from the effects of changes in state tax law and apportionment, and adjusting out $4.0 million of tax expense from non-deductible stock-based compensation. For the six months ended June 30, 2026, these primarily relate to recognizing $30.6 million of tax benefit related to the amortization of costs associated with corporate structure simplification, adjusting out $10.5 million of tax expense from foreign tax effects, and adjusting out $5.2 million of tax expense from non-deductible stock-based compensation. For the six months ended June 30, 2025, these primarily relate to recognizing $28.8 million of tax benefit related to the amortization of costs associated with corporate structure simplification, adjusting out $13.4 million of tax expense from the effects of changes in state tax law and apportionment, and adjusting out $7.0 million of tax expense from non-deductible stock-based compensation. We believe the exclusion of these adjustments provides investors with useful information about the Company’s underlying results and trends, allowing them to better understand and compare net income (loss) related to ongoing operations and the related current and deferred income tax expense.

Current wording

(4)Represents tax expense associated with Net income (loss) (GAAP) excluded from Adjusted Net Income (Non-GAAP). The Company calculates the tax impacts of adjustments to net income (loss) by multiplying the total gross value of the adjustments, excluding the non-deductible goodwill impairment, by the Company’s U.S. federal and state statutory tax rate. We then recalculate the tax impact of book-tax differences related to equity compensation, the tax receivable agreements, and restructuring and transaction-related expenses. For the three and nine months ended September 30, 2026, the tax impacts of adjustments to net income (loss) between GAAP and Non-GAAP are presented based on the specific rate reconciliation categories established under ASU 2023-09. For the three months ended September 30, 2026, these primarily relate to recognizing $14.5 million of tax benefit related to the amortization of costs associated with corporate structure simplification and adjusting out $3.1 million of tax expense from non-deductible stock-based compensation. For the three months ended September 30, 2025, these primarily relate to recognizing $15.8 million of tax benefit related to the amortization of costs associated with corporate structure simplification, adjusting out $0.1 million of tax expense from the effects of changes in state tax law and apportionment, and adjusting out $2.8 million of tax expense from non-deductible stock-based compensation. For the nine months ended September 30, 2026, these primarily relate to recognizing $45.1 million of tax benefit related to the amortization of costs associated with corporate structure simplification, adjusting out $10.1 million of tax expense from foreign tax effects, and adjusting out $8.3 million of tax expense from non-deductible stock-based compensation. For the nine months ended September 30, 2025, these primarily relate to recognizing $44.6 million of tax benefit related to the amortization of costs associated with corporate structure simplification, adjusting out $13.5 million of tax expense from the effects of changes in state tax law and apportionment, and adjusting out $9.8 million of tax expense from non-deductible stock-based compensation. We believe the exclusion of these adjustments provides investors with useful information about the Company’s underlying results and trends, allowing them to better understand and compare net income (loss) related to ongoing operations and the related current and deferred income tax expense.

Previous wording

The increase was primarily due to higher Adjusted Operating Income, partially offset by higher non-operating expenses such as interest expense.

Current wording

The decrease was primarily due to lower revenues and higher interest expense, net, partially offset by lower operating expenses, driven by lower employee compensation and payroll tax and benefits expenses. For the nine months ended period, the increase was primarily due to higher Adjusted Operating Income, partially offset by higher interest expense, net.

Previous wording

(1)The three and six months ended June 30, 2026 exclude depreciation charges related to lease restructuring activities. The six months ended June 30, 2025 exclude the accelerated depreciation associated with the Waltham Lease Restructuring. Refer to Note 4 - Property and Equipment and Note 12 - Leases in our 2025 Form 10-K for further information.

Current wording

(1)The three and nine months ended September 30, 2026 exclude depreciation charges related to lease restructuring activities. The nine months ended September 30, 2025 exclude the accelerated depreciation associated with the Waltham Lease Restructuring. Refer to Note 4 - Property and Equipment and Note 12 - Leases in our 2025 Form 10-K for further information.

Previous wording

(4)Represents charges associated with legal settlements and associated legal fees related to class actions.

Current wording

(4)Represents charges associated with legal settlements and associated legal fees related to class actions. The 2026 periods primarily include related charges from the proposed settlement of the 2024 Securities Litigation.

Previous wording

As of June 30, 2026, we had $147.6 million of cash and cash equivalents, $2.5 million of short-term investments, $0.5 million of long-term investments, and $176.0 million available under our First Lien Revolving Credit Facility. In May 2026, the Company entered into an amendment of its existing credit agreement to increase the total commitments under the First Lien Revolving Credit Facility by $26.0 million. We have financed our operations primarily through cash generated from operations and financed various acquisitions through cash generated from operations supplemented with debt offerings.

Current wording

As of September 30, 2026, we had $139.5 million of cash and cash equivalents, $23.3 million of restricted cash, $0.5 million of short-term investments, $1.5 million of long-term investments, and $176.0 million available under our First Lien Revolving Credit Facility. Restricted cash includes $13.1 million, classified as current, which was funded into escrow during 2026 to secure our obligation to reimburse a subtenant for tenant improvements. In May 2026, the Company entered into an amendment of its existing credit agreement to increase the total commitments under the First Lien Revolving Credit Facility by $26.0 million. We have financed our operations primarily through cash generated from operations and financed various acquisitions through cash generated from operations supplemented with debt offerings.

Previous wording

We typically invoice our subscription customers for services annually, semi-annually, or quarterly in advance of delivery. Therefore, a substantial source of our cash is from such prepayments, which are included on our Consolidated Balance Sheets as unearned revenue. Unearned revenue consists of billed fees for our subscriptions, prior to satisfying the criteria for revenue recognition, which are subsequently recognized as revenue in accordance with our revenue recognition policy. As of June 30, 2026, we had unearned revenue of $464.7 million, of which $462.3 million was recorded as a current liability and is expected to be recorded as revenue in the next 12 months, provided all other revenue recognition criteria have been met.

Current wording

We typically invoice our subscription customers for services annually, semi-annually, or quarterly in advance of delivery. Therefore, a substantial source of our cash is from such prepayments, which are included on our Consolidated Balance Sheets as unearned revenue. Unearned revenue consists of billed fees for our subscriptions, prior to satisfying the criteria for revenue recognition, which are subsequently recognized as revenue in accordance with our revenue recognition policy. As of September 30, 2026, we had unearned revenue of $420.8 million, of which $418.9 million was recorded as a current liability and is expected to be recorded as revenue in the next 12 months, provided all other revenue recognition criteria have been met.

Previous wording

Net cash provided by operating activities was $202.0 million for the six months ended June 30, 2026 as a result of net loss of $614.4 million, adjusted by non-cash charges of $833.0 million and the net decrease in our operating assets and liabilities of $16.6 million. The non-cash charges are primarily comprised of goodwill impairment of $650.5 million, equity-based compensation of $51.2 million, amortization of deferred commission costs of $48.6 million, depreciation and amortization of $42.5 million, and a decrease in deferred tax assets of $36.9 million. The net decrease in operating assets and liabilities was primarily the result of an increase in deferred costs and other assets of $37.1 million, a decrease in unearned revenue of $13.1 million and a decrease in accounts payable of $12.8 million, as well as a decrease in accounts receivable of $30.5 million and an increase in accrued expenses and other liabilities of $14.7 million.

Current wording

For the nine months ended September 30, 2026, net cash provided by operating activities reflected a net loss of $612.2 million, adjusted by non-cash charges of $919.8 million and the net decrease in our operating assets and liabilities of $58.2 million. The non-cash charges are primarily comprised of goodwill impairment of $650.5 million, equity-based compensation of $82.3 million, amortization of deferred commission costs of $72.5 million, depreciation and amortization of $64.6 million, and a decrease in deferred tax assets of $43.6 million. The net decrease in operating assets and liabilities was primarily the result of an increase in deferred costs and other assets of $53.7 million, a decrease in unearned revenue of $56.9 million, an increase in prepaid expenses and other current assets of $28.8 million, and a decrease in accounts payable of $10.6 million, partially offset by a decrease in accounts receivable of $40.4 million and an increase in accrued expenses and other liabilities of $51.4 million.

Previous wording

Net cash provided by operating activities was $228.1 million for the six months ended June 30, 2025 as a result of net income of $50.8 million, adjusted by non-cash charges of $186.4 million and the net change in our operating assets and liabilities of $9.1 million. The non-cash charges are primarily comprised of equity-based compensation of $59.3 million, depreciation and amortization of $43.4 million, amortization of deferred commission costs of $43.4 million, and a decrease in deferred tax assets net of deferred tax liabilities of $42.6 million. The net change in operating assets and liabilities was primarily the result of an increase in deferred costs and other assets of $37.6 million, an increase in prepaid and other current assets of $10.5 million, and a decrease in unearned revenue of $5.6 million, partially offset by a decrease in accounts receivable of $44.2 million.

Current wording

Net cash provided by operating activities was $321.9 million for the nine months ended September 30, 2025 as a result of net income of $89.5 million, adjusted by non-cash charges of $286.1 million and the net change in our operating assets and liabilities of $53.7 million. The non-cash charges are primarily comprised of equity-based compensation of $89.2 million, amortization of deferred commission costs of $66.5 million, depreciation and amortization of $66.1 million, and a decrease in deferred tax assets net of deferred tax liabilities of $59.0 million. The net change in operating assets and liabilities was primarily the result of an increase in deferred costs and other assets of $54.7 million, and a decrease in unearned revenue of $46.1 million, partially offset by a decrease in accounts receivable of $53.2 million.

Previous wording

We may continue to make future acquisitions as part of our business strategy which may require the use of capital resources and drive additional future restructuring and transaction-related cash expenditures as well as integration and acquisition-related cash costs. During the six months ended June 30, 2026 and 2025, we incurred the following associated cash expenditures:

Current wording

We may continue to make future acquisitions as part of our business strategy which may require the use of capital resources and drive additional future restructuring and transaction-related cash expenditures as well as integration and acquisition-related cash costs. During the nine months ended September 30, 2026 and 2025, we incurred the following associated cash expenditures:

Previous wording

(1)Represents cash payments directly associated with acquisition or disposal activities, including employee severance and termination benefits, contract termination fees and penalties, and other exit or disposal costs. For the six months ended June 30, 2026, these payments related primarily toexpense and other transition-related costs from the 2026 Restructuring Program, and lease restructuring activity. For the six months ended June 30, 2025, these payments related primarily to employee severance and termination benefits payments and Waltham Lease Restructuring charges.

Current wording

(1)Represents cash payments directly associated with acquisition or disposal activities, including employee severance and termination benefits, contract termination fees and penalties, and other exit or disposal costs. For the nine months ended September 30, 2026, these payments related primarily to charges from the 2026 Restructuring Program, and lease restructuring activity. For the nine months ended September 30, 2025, these payments related primarily to employee severance and termination benefits payments and Waltham Lease Restructuring charges.

Previous wording

Net cash used in investing activities for the six months ended June 30, 2026 was $42.7 million, comprised of purchases of property and equipment and other assets of $41.7 million, payments for right-of-use asset initial direct costs of $2.0 million and purchases of investments of $1.0 million, as well as maturities of investments of $2.0 million.

Current wording

Net cash used in investing activities for the nine months ended September 30, 2026 was $55.7 million, comprised of purchases of property and equipment and other assets of $55.3 million, payments for right-of-use asset initial direct costs of $2.4 million and purchases of investments of $2.0 million, as well as maturities of investments of $4.0 million.

Previous wording

Net cash used in investing activities for the six months ended June 30, 2025 was $43.3 million, consisting of purchases of property and equipment and other assets of $36.8 million and purchases of investments of $7.0 million.

Current wording

Net cash used in investing activities for the nine months ended September 30, 2025 was $71.1 million, consisting of purchases of property and equipment and other assets of $59.7 million and purchases of investments of $14.2 million.

Previous wording

Net cash used in financing activities for the six months ended June 30, 2026 was $174.0 million and primarily comprised of payments relating to the repurchase of common stock of $122.4 million, repayment of debt of $50.1 million, and payments of taxes related to net share settlement of equity awards of $1.4 million.

Current wording

Net cash used in financing activities for the nine months ended September 30, 2026 was $216.6 million and primarily comprised of payments relating to the repurchase of common stock of $130.6 million, repayment of debt of $82.6 million, and payments of taxes related to net share settlement of equity awards of $2.0 million.

Previous wording

Net cash used in financing activities for the six months ended June 30, 2025 was $153.3 million and comprised of payments relating to the repurchase of common stock of $244.3 million, payments of taxes related to net share settlement of equity awards of $6.0 million, and repayment of debt of $3.0 million, partially offset by proceeds from revolving credit loans of $100.0 million.

Current wording

Net cash used in financing activities for the nine months ended September 30, 2025 was $265.4 million and comprised of payments relating to the repurchase of common stock of $331.3 million, TRA payments of $23.1 million, payments of taxes related to net share settlement of equity awards of $6.6 million, and repayment of debt of $4.4 million, partially offset by proceeds from revolving credit loans of $100.0 million.

Previous wording

As of June 30, 2026, the aggregate balance of $100.0 million under the First Lien Revolver is due, in its entirety, at the contractual maturity date of February 28, 2028, and the aggregate remaining principal balance of $591.5 million of 3.875% Senior Notes is due, in its entirety, at the contractual maturity date of February 1, 2029. Interest on the Senior Notes is payable semi-annually in arrears. During the six months ended June 30, 2026, the Company repurchased $58.5 million in aggregate principal amount of its Senior Notes for $47.1 million (in addition to accrued interest of $0.8 million) in cash. As of June 30, 2026, the Company had a remaining principal balance of $579.2 million with respect to its First Lien Term Loan. The Company is obligated to make principal payments each quarter in the amount of 0.25% of the aggregate outstanding amount as of the latest amendment, with the remaining balance due at the contractual maturity date of February 28, 2030. The foregoing currently represent the only existing required future debt principal repayment obligations that will require future uses of the Company’s cash.

Current wording

As of September 30, 2026, the aggregate balance of $100.0 million under the First Lien Revolver is due, in its entirety, at the contractual maturity date of February 28, 2028, and the aggregate remaining principal balance of $556.7 million of 3.875% Senior Notes is due, in its entirety, at the contractual maturity date of February 1, 2029. Interest on the Senior Notes is payable semi-annually in arrears. During the nine months ended September 30, 2026, the Company repurchased $93.3 million in aggregate principal amount of its Senior Notes for $78.2 million (in addition to accrued interest of $0.9 million) in cash. As of September 30, 2026, the Company had a remaining principal balance of $577.7 million with respect to its First Lien Term Loan. The Company is obligated to make principal payments each quarter in the amount of 0.25% of the aggregate outstanding amount as of the latest amendment, with the remaining balance due at the contractual maturity date of February 28, 2030. The foregoing currently represent the only existing required future debt principal repayment obligations that will require future uses of the Company’s cash.

Previous wording

The First Lien Term Loan has a variable interest rate whereby the Company can elect to use a Base Rate or SOFR plus an applicable rate. The applicable rate is 0.75% for Base Rate loans or 1.75% for SOFR loans. The effective interest rate on the First Lien Term Loan was 5.64% and 5.71% as of June 30, 2026 and December 31, 2025, respectively.

Current wording

The First Lien Term Loan has a variable interest rate whereby the Company can elect to use a Base Rate or SOFR plus an applicable rate. The applicable rate is 0.75% for Base Rate loans or 1.75% for SOFR loans. The effective interest rate on the First Lien Term Loan was 5.89% and 5.71% as of September 30, 2026 and December 31, 2025, respectively.

Previous wording

The First Lien Revolving Credit Facility, which has $100.0 million outstanding as of June 30, 2026, has a variable interest rate whereby the Company can elect to use a Base Rate or SOFR plus an applicable rate. The applicable margin is 1.00% to 1.25% for Base Rate loans. The applicable margin for SOFR loans is 2.10% to 2.35%, which includes the credit spread adjustment of 0.1%, depending on the Company’s Consolidated First Lien Net Leverage Ratio. The effective interest rate on the First Lien Revolving Credit Facility was 5.82% and 6.12% as of June 30, 2026 and December 31, 2025, respectively.

Current wording

The First Lien Revolving Credit Facility, which has $100.0 million outstanding as of September 30, 2026, has a variable interest rate whereby the Company can elect to use a Base Rate or SOFR plus an applicable rate. The applicable margin is 1.00% to 1.25% for Base Rate loans. The applicable margin for SOFR loans is 2.10% to 2.35%, which includes the credit spread adjustment of 0.1%, depending on the Company’s Consolidated First Lien Net Leverage Ratio. The effective interest rate on the First Lien Revolving Credit Facility was 6.10% and 6.12% as of September 30, 2026 and December 31, 2025, respectively.

Previous wording

Our total net leverage ratio to Adjusted EBITDA is defined as total contractual maturity of outstanding indebtedness less cash, cash equivalents, and investments (as applicable), divided by trailing twelve months Adjusted EBITDA. Adjusted EBITDA for the twelve months ended June 30, 2026 was $493.9 million. Our total net leverage ratio to Adjusted EBITDA as of June 30, 2026 was 2.3x.

Current wording

Our total net leverage ratio to Adjusted EBITDA is defined as total contractual maturity of outstanding indebtedness less cash, cash equivalents, and investments (as applicable), divided by trailing twelve months Adjusted EBITDA. Adjusted EBITDA for the twelve months ended September 30, 2026 was $496.6 million. Our total net leverage ratio to Adjusted EBITDA as of September 30, 2026 was 2.2x.

Previous wording

Our Consolidated First Lien Net Leverage Ratio is defined in the agreement governing our existing first lien credit facilities (the “First Lien Credit Agreement”) as total contractual maturity of outstanding First Lien indebtedness less cash, cash equivalents and investments (as applicable), divided by trailing twelve months Cash EBITDA (defined as Consolidated EBITDA in our Credit Agreements). Cash EBITDA differs from Adjusted EBITDA due to certain defined add-backs, including cash generated from changes in unearned revenue; see table below for reconciliation. Cash EBITDA for the twelve months ended June 30, 2026 was $489.2 million. Our Consolidated First Lien Net Leverage Ratio as of June 30, 2026 was 1.1x.

Current wording

Our Consolidated First Lien Net Leverage Ratio is defined in the agreement governing our existing first lien credit facilities (the “First Lien Credit Agreement”) as total contractual maturity of outstanding First Lien indebtedness less cash, cash equivalents and investments (as applicable), divided by trailing twelve months Cash EBITDA (defined as Consolidated EBITDA in our Credit Agreements). Cash EBITDA differs from Adjusted EBITDA due to certain defined add-backs, including cash generated from changes in unearned revenue; see table below for reconciliation. Cash EBITDA for the twelve months ended September 30, 2026 was $488.8 million. Our Consolidated First Lien Net Leverage Ratio as of September 30, 2026 was 1.1x.