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Consensus Cloud Solutions, Inc.

For the period ended Sep 30, 2025. Filed Nov 5, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 5, 2025

CCSI$43.15+18.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0001866633-25-000019

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-05.

0001866633-25-000025

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 88 previous paragraphs and 88 current paragraphs.

54 unchanged; 31 reworded; 2 added; 2 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (2)

Current report

Cost of revenues for the three months ended September 30, 2025 were consistent with the prior year comparable period.
Removed paragraphs (2)

Previous report

The increase in cost of revenues of $1.5 million for the six months ended June 30, 2025 over the prior year comparable period was primarily due to increases of $1.3 million in network operations costs, $0.5 million in depreciation associated with platform development costs and $0.4 million in data transmission costs, partially offset by a decrease of $0.4 million in personnel-related expenses.
Reworded paragraphs (31)

Previous wording

◦Sustain growth or profitability, particularly in light of an uncertain U.S. or worldwide economy, recent global conflicts, inflationary pressures, elevated interest rates, new or additional tariffs or other trade restrictions, and the prospect of a U.S. federal government shutdown, and the related impact on customer acquisition and retention rates, customer usage levels and credit and debit card payment declines;

Current wording

◦Sustain growth or profitability, particularly in light of an uncertain U.S. or worldwide economy, recent global conflicts, inflationary pressures, elevated interest rates, new or additional tariffs or other trade restrictions, and the impacts of a U.S. federal government shutdown, and the related impact on customer acquisition and retention rates, customer usage levels and credit and debit card payment declines;

Previous wording

Consensus is a leading provider of secure information delivery services with a scalable Software-as-a-Service (“SaaS”) platform. Consensus serves approximately 745 thousand customers of all sizes, from enterprises to individuals, across approximately 44 countries and/or territories and multiple industry verticals including, but not limited to, healthcare, government, financial services, law and education. Our top 10 customers represent approximately 9% of total revenues and approximately 75% of our Small office home office (“SoHo”) customer accounts are older than 2 years. Beginning as an online fax company over two decades ago, Consensus has evolved into a leading global provider of enterprise secure communication solutions. Consensus is well positioned to capitalize on advancements in how people and businesses share private documents and information. Its mission is to democratize secure information interchange across technologies and industries, and solve the healthcare interoperability challenge. Consensus’ communication and interoperability solutions enable its customers to securely and cooperatively access, exchange and use information across organizational, regional and national boundaries.

Current wording

Consensus is a leading provider of secure information delivery services with a scalable Software-as-a-Service (“SaaS”) platform. Consensus serves approximately 726 thousand customers of all sizes, from enterprises to individuals, across approximately 41 countries and/or territories and multiple industry verticals including, but not limited to, healthcare, government, financial services, law and education. Our top 10 customers represent approximately 9% of total revenues and approximately 75% of our Small office home office (“SoHo”) customer accounts are older than 2 years. Beginning as an online fax company over two decades ago, Consensus has evolved into a leading global provider of enterprise secure communication solutions. Consensus is well positioned to capitalize on advancements in how people and businesses share private documents and information. Its mission is to democratize secure information interchange across technologies and industries, and solve the healthcare interoperability challenge. Consensus’ communication and interoperability solutions enable its customers to securely and cooperatively access, exchange and use information across organizational, regional and national boundaries.

Previous wording

The following table sets forth certain key performance metrics for our operations for the three and six months ended June 30, 2025 and 2024 (in thousands, except for percentages and Average Revenue per Customer Account):

Current wording

The following table sets forth certain key performance metrics for our operations for the three and nine months ended September 30, 2025 and 2024 (in thousands, except for percentages and Average Revenue per Customer Account):

Previous wording

(1)Consensus customers are defined as paying Corporate and SoHo customer accounts. In the current period, we eliminated dormant accounts not contributing to revenue from the number of SoHo customer accounts. The prior year period has been revised for consistency with the current year, and all metrics calculated based on the number of customer accounts (including ARPA and Monthly Churn %) are calculated based on the revised number. As a result of this change, the prior year period SoHo customer accounts decreased by 26 thousand.

Current wording

(1)Consensus customers are defined as paying Corporate and SoHo customer accounts. In the second quarter of 2025, we eliminated dormant accounts not contributing to revenue from the number of SoHo customer accounts. The prior year period has been revised for consistency with the current year, and all metrics calculated based on the number of customer accounts (including ARPA and Monthly Churn %) are calculated based on the revised number. As a result of this change, the prior year period SoHo customer accounts decreased by 26 thousand.

Previous wording

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions. Our critical accounting policies are described in our 2024 Annual Report on Form 10-K filed with the SEC on February 20, 2025. During the six months ended June 30, 2025, there were no significant changes in our critical accounting policies and estimates.

Current wording

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions. Our critical accounting policies are described in our 2024 Annual Report on Form 10-K filed with the SEC on February 20, 2025. During the nine months ended September 30, 2025, there were no significant changes in our critical accounting policies and estimates.

Previous wording

Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024

Current wording

Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024

Previous wording

Revenues increased by $0.2 million for the three months ended June 30, 2025 over the prior year comparable period. An increase of $3.6 million or 7% in our Corporate business was partially offset by a decline of $3.4 million or 9% in our SoHo business.

Current wording

Revenues were consistent with the prior year comparable period. An increase of $3.2 million or 6% in our Corporate business was offset by a decline of $3.2 million or 9% in our SoHo business.

Previous wording

Revenues decreased by $0.8 million for the six months ended June 30, 2025 over the prior year comparable period. The decrease was due to a decline of $7.3 million or 10% in our SoHo business, partially offset by an increase of $6.5 million or 6% in our Corporate business.

Current wording

Revenues decreased by $0.8 million for the nine months ended September 30, 2025 over the prior year comparable period. The decrease was due to a decline of $10.5 million or 10% in our SoHo business, partially offset by an increase of $9.7 million or 6% in our Corporate business.

Previous wording

The increase in cost of revenues of $0.5 million for the three months ended June 30, 2025 over the prior year comparable period was primarily due to increases of $0.5 million in network operations costs and $0.3 million in personnel-related expenses, partially offset by a decrease of $0.2 million in depreciation associated with platform development costs.

Current wording

The increase in cost of revenues of $1.4 million for the nine months ended September 30, 2025 over the prior year comparable period was primarily due to an increase of $1.3 million in network operations costs.

Previous wording

The increase in sales and marketing expenses of $1.0 million for the six months ended June 30, 2025 over the prior year comparable period was primarily due to an increase of $1.0 million in third-party advertising spend.

Current wording

The increase in sales and marketing expenses of $0.5 million for the three months ended September 30, 2025 over the prior year comparable period was primarily due to an increase of $0.6 million in personnel-related expenses, partially offset by a decrease of $0.2 million in third-party advertising spend.

Previous wording

The increase in sales and marketing expenses of $0.7 million for the three months ended June 30, 2025 over the prior year comparable period was primarily due to increases of $0.4 million in third-party advertising spend and $0.2 million in personnel-related expenses.

Current wording

The increase in sales and marketing expenses of $1.5 million for the nine months ended September 30, 2025 over the prior year comparable period was primarily due to increases of $0.7 million in third-party advertising spend, $0.4 million in personnel-related expenses and $0.2 million in computer and related equipment expenses.

Previous wording

Research, development and engineering costs for the three and six months ended June 30, 2025 remained consistent with the prior year comparable periods.

Current wording

Research, development and engineering costs for the three and nine months ended September 30, 2025 were consistent with the prior year comparable periods.

Previous wording

The decrease in general and administrative expenses of $2.2 million for the six months ended June 30, 2025 over the prior year comparable period was primarily due to decreases of $0.9 million in non-income related tax expenses, $0.6 million in depreciation and amortization expense, $0.4 million in professional fees and $0.4 million in personnel-related expenses.

Current wording

The increase in general and administrative expenses of $0.2 million for the three months ended September 30, 2025 over the prior year comparable period was primarily due to an increase of $0.6 million in personnel-related expenses, partially offset by decreases of $0.2 million in depreciation and amortization expense and $0.1 million in non-income related tax expenses.

Previous wording

The decrease in general and administrative expenses of $0.3 million for the three months ended June 30, 2025 over the prior year comparable period was primarily due to decreases of $0.5 million in bad debt expense, $0.4 million in depreciation and amortization expense and $0.3 million in non-income related tax expenses, partially offset by increases of $0.5 million in personnel-related expenses and $0.2 million in computer and related equipment expenses.

Current wording

The decrease in general and administrative expenses of $2.0 million for the nine months ended September 30, 2025 over the prior year comparable period was primarily due to decreases of $1.0 million in non-income related tax expenses and $0.8 million in depreciation and amortization expense.

Previous wording

The following table represents share-based compensation expense included in cost of revenues and operating expenses in the accompanying Condensed Consolidated Statements of Income for the three and six months ended June 30, 2025 and 2024 (in thousands):

Current wording

The following table represents share-based compensation expense included in cost of revenues and operating expenses in the accompanying Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Previous wording

Interest expense. Our interest expense is due to outstanding debt and is offset by any extinguishment gain or losses and capitalized interest. Interest expense was $8.7 million for both the three months ended June 30, 2025 and 2024, and $17.6 million and $14.9 million for the six months ended June 30, 2025 and 2024, respectively. During the six months ended June 30, 2025, interest expense increased by $2.8 million compared to the prior year comparable period. Interest expense increased due to a net loss on debt extinguishment of $(0.1) million in the current period compared to a net gain on debt extinguishment of $6.6 million in the prior year comparable period. This increase to interest expense was partially offset by a favorable decrease of $3.9 million in interest expense as debt repurchases lowered our outstanding debt balance.

Current wording

Interest expense. Our interest expense is due to outstanding debt and is offset by any extinguishment gain or losses and capitalized interest. Interest expense was $8.8 million and $9.8 million for the three months ended September 30, 2025 and 2024, respectively, and $26.5 million and $24.6 million for the nine months ended September 30, 2025 and 2024, respectively. During the three months ended September 30, 2025, interest expense decreased due to debt repurchases that lowered our outstanding debt balance compared to the prior year comparable period. During the nine months ended September 30, 2025, interest expense increased by $1.9 million compared to the prior year comparable period. Interest expense increased due to a net loss on debt extinguishment of $0.1 million in the current period compared to a net gain on debt extinguishment of $6.7 million in the prior year comparable period. This increase to interest expense was partially offset by a favorable decrease of $4.9 million in interest expense as debt repurchases lowered our outstanding debt balance.

Previous wording

Interest income. Our interest income is generated from interest earned on cash and cash equivalents. Interest income was $0.5 million and $0.6 million for the three months ended June 30, 2025 and 2024, respectively, and $0.9 million and $1.5 million for the six months ended June 30, 2025 and 2024, respectively. Interest income for the three and six months ended June 30, 2025 decreased compared to the prior year comparable periods as we decreased our investment in money market funds, primarily, in order to repurchase common stock and long-term debt.

Current wording

Interest income. Our interest income is generated from interest earned on cash and cash equivalents. Interest income was $0.8 million and $0.7 million for the three months ended September 30, 2025 and 2024, respectively, and $1.7 million and $2.2 million for the nine months ended September 30, 2025 and 2024, respectively. Interest income for the three months ended September 30, 2025 was higher compared to the prior year comparable period due to a higher average investment in money market funds. Interest income for the nine months ended September 30, 2025 decreased compared to the prior year comparable period as we decreased our average investment in money market funds, primarily, in order to repurchase common stock and long-term debt.

Previous wording

Other (expense) income, net. Our other (expense) income, net is generated primarily from foreign currency and miscellaneous items. Other (expense) income, net was $(2.3) million and $0.7 million for the three months ended June 30, 2025 and 2024, respectively, and $(3.4) million and $4.6 million for the six months ended June 30, 2025 and 2024, respectively. The change between periods was primarily attributable to exchange rate fluctuations on intercompany balances between periods in foreign subsidiaries that were in functional currencies other than the U.S. Dollar.

Current wording

Other income (expense), net. Our other income (expense), net is generated primarily from foreign currency and miscellaneous items. Other income (expense), net was $0.1 million and $(2.1) million for the three months ended September 30, 2025 and 2024, respectively, and $(3.3) million and $2.5 million for the nine months ended September 30, 2025 and 2024, respectively. The change between periods was primarily attributable to exchange rate fluctuations on intercompany balances between periods in foreign subsidiaries that were in functional currencies other than the U.S. Dollar.

Previous wording

The provision for income taxes was $7.8 million and $8.6 million for the three months ended June 30, 2025 and 2024, respectively, and $14.5 million and $18.5 million for the six months ended June 30, 2025 and 2024, respectively.

Current wording

The provision for income taxes was $7.9 million and $6.1 million for the three months ended September 30, 2025 and 2024, respectively, and $22.4 million and $24.7 million for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Our effective tax rate was 27.2% and 26.5% for the three months ended June 30, 2025 and 2024, respectively, and 25.7% and 26.9% for the six months ended June 30, 2025 and 2024, respectively. The increase in our effective income tax rate for the three months ended June 30, 2025 was primarily due to a change in the geographical mix of income, a decreased impact of the valuation allowance on the quarter, a decrease in uncertain tax positions and an increase in the officer’s compensation limitation. The decrease in our effective income tax rate for the six months ended June 30, 2025 was primarily due to a decreased impact of the valuation allowance and a decrease in uncertain tax positions.

Current wording

Our effective tax rate was 26.3% and 22.5% for the three months ended September 30, 2025 and 2024, respectively, and 25.9% and 25.7% for the nine months ended September 30, 2025 and 2024, respectively. The increase in our effective income tax rate for the three months ended September 30, 2025 was primarily due to a change in the geographical mix of income, a decrease in uncertain tax positions and an increase in the officer’s compensation limitation. Our effective income tax rate for the nine months ended September 30, 2025 was consistent with the prior year comparable period.

Previous wording

On July 4, 2025, the budget reconciliation bill H.R. 1, referred to as the One Big Beautiful Bill Act (“OBBBA”), was signed into law. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions, including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. We are still in the process of evaluating the OBBBA and an estimate of the financial impact cannot be made at this time.

Current wording

On July 4, 2025, the budget reconciliation bill H.R. 1, referred to as the One Big Beautiful Bill Act (“OBBBA”), was signed into law. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions, including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. The OBBBA did not have a significant impact on our effective tax rate for the quarter ended September 30, 2025 and we do not expect the OBBBA to have a significant impact on the effective tax rate for the year ended December 31, 2025.

Previous wording

As of June 30, 2025, we had cash and cash equivalents of $57.9 million compared to $33.5 million as of December 31, 2024. The increase in cash and cash equivalents resulted primarily from cash provided by operations, partially offset by cash used for debt repurchases, capitalized expenditures, share repurchases and investments. As of June 30, 2025, cash and cash equivalents held within domestic and foreign jurisdictions were $30.7 million and $27.2 million, respectively.

Current wording

As of September 30, 2025, we had cash and cash equivalents of $97.6 million compared to $33.5 million as of December 31, 2024. The increase in cash and cash equivalents resulted primarily from cash provided by operations, partially offset by cash used for capitalized expenditures, debt repurchases, share repurchases and investments. As of September 30, 2025, cash and cash equivalents held within domestic and foreign jurisdictions were $73.2 million and $24.4 million, respectively.

Previous wording

On March 4, 2022, the Company entered into a Credit Agreement with certain lenders party thereto (collectively, the “Lenders”) and MUFG Union Bank, N.A., as agent (the “Agent”). Pursuant to the Credit Agreement, the Lenders have provided Consensus with a revolving credit facility of $25.0 million (the “Credit Facility”) with an option held by the Company to obtain an additional commitment of up to a maximum of $25.0 million. The final maturity of the Credit Facility was scheduled to occur on March 4, 2027. As of June 30, 2025, no amount had been drawn down on the Credit Facility. Subsequent to the period ended June 30, 2025, this Credit Facility was retired with no balance. In July 2025, the Company entered into a new Credit Agreement (the “2025 Credit Agreement”) with certain lenders party thereto (the “Lenders”) and U.S. Bank National Association, as agent (the “Agent”) to provide the Company with a senior secured revolving credit facility of $75.0 million and a senior secured delayed-draw term loan facility of $150.0 million (see Note 15 - Subsequent Events of the Notes to the Condensed Consolidated Financial Statements).

Current wording

On July 9, 2025, the Company entered into a Credit Agreement (the “2025 Credit Agreement”) with certain lenders party thereto (collectively, the “Lenders”) and U.S. Bank National Association, as agent (the “Agent”). Pursuant to the 2025 Credit Agreement, the Lenders have provided the Company with a senior secured revolving credit facility of $75.0 million (the “Revolving Credit Facility”) and a senior secured delayed-draw term loan facility of $150.0 million (the “DDTL Facility” and together with the Revolving Credit Facility, the “2025 Credit Facility”). The Company may borrow, repay and reborrow revolving loans at any time during the term of the facility. The Company may borrow under the DDTL Facility until October 15, 2026, but amounts that are prepaid or repaid may not be reborrowed. The Revolving Credit Facility was entered into upon retirement of the previous revolving credit facility of $25.0 million with no balance (see Note 7 - Long-Term Debt of the Notes to the Condensed Consolidated Financial Statements). The final maturity of the 2025 Credit Facility is scheduled to occur on July 10, 2028. As of September 30, 2025, no amount had been drawn from the 2025 Credit Facility. Subsequent to September 30, 2025, but prior to filing of these interim financial statements, on October 15, 2025 the Company borrowed $50.0 million from the Revolving Credit Facility and $150.0 million from the DDTL Facility in order to fund the redemption of a portion of our outstanding senior notes due in 2026 (see Note 15 - Subsequent Events of the Notes to the Condensed Consolidated Financial Statements). On October 31, 2025, the Company issued a redemption notice with respect to the remaining $34.1 million in aggregate principal of its outstanding senior notes due in 2026. The Company expects to fund the redemption by borrowing $20.0 million from its Revolving Credit Facility and using $14.1 million of cash on hand. This additional funding from the Revolving Credit Facility and the associated redemption of the Company’s senior notes due in 2026 are expected to occur during the fourth quarter of 2025, but subsequent to the filing of these financial statements.

Previous wording

Our long-term contractual obligations generally include our debt and related interest payments, noncancellable operating leases as well as other commitments. As of June 30, 2025, we had $582.4 million in aggregate principal amount of indebtedness outstanding (see Note 7 - Long-Term Debt of the Notes to the Condensed Consolidated Financial Statements) and total minimum lease payments of $15.6 million, which had a weighted average remaining lease term of 5.2 years. As of June 30, 2025, our liability for uncertain tax positions was $14.1 million. Due to uncertainties in the timing of the amounts and timing of cash settlement with the taxing authorities, we are unable to make a reasonably reliable estimate of the timing of payments.

Current wording

Our long-term contractual obligations generally include our debt and related interest payments, noncancellable operating leases as well as other commitments. As of September 30, 2025, we had $582.4 million in aggregate principal amount of indebtedness outstanding (see Note 7 - Long-Term Debt of the Notes to the Condensed Consolidated Financial Statements) and total minimum lease payments of $15.2 million, which had a weighted average remaining lease term of 4.9 years. As of September 30, 2025, our liability for uncertain tax positions was $14.4 million. Due to uncertainties in the timing of the amounts and timing of cash settlement with the taxing authorities, we are unable to make a reasonably reliable estimate of the timing of payments.

Previous wording

We currently anticipate that our existing cash and cash equivalents and cash generated from operations and financing activities will be sufficient to fund our anticipated needs for working capital, capital expenditures, stock and debt repurchases, if any, for at least the next 12 months and the foreseeable future.

Current wording

We currently anticipate that our existing cash and cash equivalents and cash generated from operations and financing activities will be sufficient to fund our anticipated needs for working capital, capital expenditures and stock and debt repurchases, if any, for at least the next 12 months and the foreseeable future.

Previous wording

On November 9, 2023, the Board of Directors approved a debt repurchase program, pursuant to which Consensus may reduce, through redemptions, open market purchases, tender offers, privately negotiated purchases or other retirements, a combination of the outstanding principal balance of the 2026 Senior Notes and 2028 Senior Notes (“Debt Repurchase Program”). The authorization permits an aggregate principal amount reduction of up to $300.0 million and expires on November 9, 2026. The timing and amounts of purchases will be determined by the Company, depending on market conditions and other factors it deems relevant. Any gains or losses on extinguishment of debt are recognized in interest expense on the

Current wording

On November 9, 2023, the Board of Directors approved a debt repurchase program, pursuant to which Consensus may reduce, through redemptions, open market purchases, tender offers, privately negotiated purchases or other retirements, a combination of the outstanding principal balance of the 2026 Senior Notes and 2028 Senior Notes (“Debt Repurchase Program”). The authorization permits an aggregate principal amount reduction of up to $300.0 million and expires on November 9, 2026. The timing and amounts of purchases will be determined by the Company, depending on market conditions and other factors it deems relevant. Any gains or losses on extinguishment of debt are recognized in interest expense on the Condensed Consolidated Statements of Income. As of September 30, 2025, the Company had retired an aggregate of $222.6 million in principal of its senior notes under this program.

Previous wording

In March 2022, the Company’s Board of Directors approved a share buyback program, under which the Company was authorized to purchase in the public market or in off-market transactions up to $100.0 million worth of the Company’s common stock through February 2025. In February 2025, the Company’s Board of Directors authorized and approved a three-year extension of the share repurchase program through February 2028. The share buyback program may end before this date if the maximum amount of repurchases has been reached or at the discretion of the Company’s Board of Directors. The timing and amounts of purchases are determined by the Company, depending on market conditions and other factors it deems relevant. The Company entered into Rule 10b-18 and Rule 10b5-1 trading plans under this program. During the three months ended June 30, 2025, the Company repurchased 551,873 shares under this program at an aggregate cost of $12.5 million (inclusive of excise tax of $0.1 million). There were no shares repurchased during the three months ended June 30, 2024. During the six months ended June 30, 2025 and 2024, the Company repurchased 553,344 and 42,962 shares, respectively, under this program at an aggregate cost of $12.6 million (inclusive of excise tax of $0.1 million) and $0.7 million, respectively. Cumulatively as of June 30, 2025, 1,639,069 shares have been repurchased under this program at an aggregate cost of $44.9 million (inclusive of excise tax of $0.3 million). The excise tax is assessed at 1% of the fair market value of net stock repurchases after December 31, 2022. In connection with the Company’s share buyback program (see Note 11 - Stockholders’ Deficit) the Company repurchased 115,652 shares under this program for $2.6 million subsequent to the period ended June 30, 2025.

Current wording

In March 2022, the Company’s Board of Directors approved a share buyback program, under which the Company was authorized to purchase in the public market or in off-market transactions up to $100.0 million worth of the Company’s common stock through February 2025. In February 2025, the Company’s Board of Directors authorized and approved a three-year extension of the share repurchase program through February 2028. The share buyback program may end before this date if the maximum amount of repurchases has been reached or at the discretion of the Company’s Board of Directors. The timing and amounts of purchases are determined by the Company, depending on market conditions and other factors it deems relevant. The Company entered into Rule 10b-18 and Rule 10b5-1 trading plans under this program. During the three months ended September 30, 2025, the Company repurchased 115,652 shares under this program at an aggregate cost of $2.6 million. There were no shares repurchased during the three months ended September 30, 2024. During the nine months ended September 30, 2025 and 2024, the Company repurchased 668,996 and 42,962 shares, respectively, under this program at an aggregate cost of $15.2 million (inclusive of excise tax of $0.1 million) and $0.7 million, respectively. Cumulatively as of September 30, 2025, 1,754,721 shares have been repurchased under this program at an aggregate cost of $47.5 million (inclusive of excise tax of $0.3 million). The excise tax is assessed at 1% of the fair market value of net stock repurchases after December 31, 2022.

Previous wording

At the time of certain vesting events related to restricted stock units or restricted stock awards that are held by participants in Consensus’ Equity Incentive Plan, a portion of the awards subject to vesting are withheld by the Company to satisfy the employees’ tax withholding obligations that arise upon the vesting of restricted stock. As a result, the number of shares issued upon vesting for these awards is net of the statutory withholding requirements that the Company pays on behalf of its employees. Although shares withheld are not issued, they are treated as common share repurchases in the Company’s condensed consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting. These shares do not count against the authorized capacity under the Company’s share repurchase program described above. During the three months ended June 30, 2025 and 2024, the Company withheld shares on its vested restricted stock units and restricted stock awards relating to its share-based compensation plans of 37,568 shares and 21,567 shares, respectively. During the six months ended June 30, 2025 and 2024, the Company withheld shares on its vested restricted stock units and restricted stock awards relating to its share-based compensation plans of 51,045 shares and 36,907 shares, respectively.

Current wording

At the time of certain vesting events related to restricted stock units or restricted stock awards that are held by participants in Consensus’ Equity Incentive Plan, a portion of the awards subject to vesting are withheld by the Company to satisfy the employees’ tax withholding obligations that arise upon the vesting of restricted stock. As a result, the number of shares issued upon vesting for these awards is net of the statutory withholding requirements that the Company pays on behalf of its employees. Although shares withheld are not issued, they are treated as common share repurchases in the Company’s condensed consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting. These shares do not count against the authorized capacity under the Company’s share repurchase program described above. During the three months ended September 30, 2025 and 2024, the Company withheld shares on its vested restricted stock units relating to its share-based compensation plans of 4,370 shares and 3,489 shares, respectively. During the nine months ended September 30, 2025 and 2024, the Company withheld shares on its vested restricted stock units and restricted stock awards relating to its share-based compensation plans of 55,415 shares and 40,396 shares, respectively.

Previous wording

Our primary sources of liquidity are cash flows generated from operations, together with cash and cash equivalents. Net cash provided by operating activities was $69.2 million and $69.1 million for the six months ended June 30, 2025 and 2024, respectively. Our operating cash flows resulted primarily from cash received from our customers offset by cash payments we made to third parties for their services and employee compensation. Net cash provided by operating activities remained consistent with the prior year comparable period.

Current wording

Our primary sources of liquidity are cash flows generated from operations, together with cash and cash equivalents. Net cash provided by operating activities was $120.9 million and $110.6 million for the nine months ended September 30, 2025 and 2024, respectively. Our operating cash flows resulted primarily from cash received from our customers offset by cash payments we made to third parties for their services and employee compensation. The increase in net cash provided by operating activities over the prior year comparable period was primarily attributable to increased income after excluding noncash items as well as an increase in cash outflows resulting from changes in our working capital accounts.

Previous wording

Net cash used in investing activities was $20.2 million and $17.5 million for the six months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025, net cash used in investing activities consisted of capital expenditures, primarily capitalized software development costs, and cash paid for investments. The increase in our net cash used in investing activities over the prior year comparable period was primarily attributable to the purchase of investments in the current period, partially offset by a decrease in capital expenditures during the current year period.

Current wording

Net cash used in investing activities was $27.3 million and $25.5 million for the nine months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025, net cash used in investing activities consisted of capital expenditures, primarily capitalized software development costs, and cash paid for investments. The increase in our net cash used in investing activities over the prior year comparable period was primarily attributable to the purchase of investments in the current period, partially offset by a decrease in capital expenditures during the current year period.

Previous wording

Net cash used in financing activities was $28.6 million and $86.1 million for the six months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025 and 2024, net cash used in financing activities is primarily attributable to our repurchases of debt and common stock. The decrease in net cash used in financing activities over the prior year comparable period was primarily attributable to a decrease in cash outflows related to the repurchase of our debt in the current period, partially offset by an increase in repurchases of our common stock in the current year period.

Current wording

-31- primarily attributable to our repurchases of debt and common stock. The decrease in net cash used in financing activities over the prior year comparable period was primarily attributable to a decrease in cash outflows related to the repurchase of our debt in the current period, partially offset by an increase in repurchases of our common stock in the current year period.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Net cash used in financing activities was $33.1 million and $116.8 million for the nine months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025 and 2024, net cash used in financing activities is
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Condensed Consolidated Statements of Income. As of June 30, 2025, the Company had retired an aggregate of $222.6 million in principal of its senior notes under this program.