Consensus Cloud Solutions, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Basis of Presentation

The Company

Consensus Cloud Solutions, Inc., together with its subsidiaries (“Consensus Cloud Solutions”, “Consensus”, the “Company”, “our”, “us” or “we”), is a provider of secure information delivery services with a scalable Software-as-a-Service (“SaaS”) platform. Consensus serves customers of all sizes, from enterprises to individuals, across the globe and multiple industry verticals including, but not limited to, healthcare, government, financial services, law and education. Beginning as an online fax company over two decades ago, Consensus has evolved into a global provider of enterprise secure communication solutions. Our communication, extraction and digital signature solutions enable our customers to securely and cooperatively access, exchange and use information across organizational, regional and national boundaries.

Principles of Consolidation

The accompanying interim condensed consolidated financial statements include the accounts of Consensus and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying interim condensed consolidated financial statements are unaudited and have been prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. The Company believes that the disclosures made are adequate to make that information not misleading. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of these interim financial statements have been reflected. It is suggested that these financial statements be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2025, included in our Annual Report (Form 10-K) filed with the SEC on February 13, 2026. Accordingly, significant accounting policies and other disclosures normally provided have been omitted since such items are disclosed therein.

The results of operations for this interim period are not necessarily indicative of the operating results for the full year or for any future period.

Use of Estimates

The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, including judgments about the reported amounts of revenue and expenses during the reporting period. The Company believes that its most significant estimates are those related to revenue recognition, internal-use software development costs, share-based compensation expense, income taxes and tax contingencies. On an ongoing basis, management evaluates its estimates based on historical experience and on various other factors that the Company believes to be reasonable under the circumstances. Actual results could materially differ from those estimates due to risks and uncertainties, including uncertainty in the current economic environment due to factors such as inflationary pressures and elevated interest rates.

Significant Accounting Policies

There have been no material changes to our significant accounting policies from our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Segment Reporting

FASB ASC Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business entities report information about reportable segments in their annual consolidated financial statements and requires that those

-9- entities report selected information about reportable segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segment is based on the organization’s structure used by the chief operating decision maker (“CODM”), who is our chief executive officer (“CEO”), for making operating and investment decisions and for assessing performance. The Company’s CEO reviews financial information presented on a consolidated basis for purposes of assessing performance and making decisions on how to allocate resources. The CEO uses consolidated profit or loss from operations before interest and income taxes to allocate resources predominantly in the annual budget and forecasting process. The CEO considers budget-to-actual variances on a monthly basis when making decisions about allocating capital and personnel. The CEO also uses consolidated profit or loss from operations before interest and income taxes and consolidated net income to assess performance. Accordingly, the Company has determined that it operatesone reportable segment known as Cloud Fax (see Note 15 - Segment Information). The condensed consolidated financial statements and related disclosures reflect the segment operations of Cloud Fax.

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

2. Recent Accounting Pronouncements

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). The amendments in this ASU provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. The amendments in this ASU should be applied on a prospective basis. The amendments in this ASU are effective for annual periods beginning after December 15, 2025, and for interim periods within those annual periods. Early adoption is permitted. The Company adopted the provisions of ASU 2025-05 in the first quarter of 2026 and elected to apply the practical expedient. ASU 2025-05 did not materially impact our consolidated financial statements upon adoption.

3. Revenues

The Company earns revenue from contracts with customers, primarily through the provision of cloud-based communication and digital signature solutions that allow customers to access the Company’s software without taking possession. The contracts include both recurring subscription and usage-based fees, and the total transaction price is allocated to performance obligations in each contract as appropriate. Revenue for cloud-based services is recognized over time in the period earned. The contracts may be terminated early. Fees collected in advance are non-refundable, and they are deferred and recognized in revenue when the related performance obligations are satisfied. Standard Corporate contracts billed monthly include a termination charge equal to the minimum fees payable through the last day of the contract term.

Revenues from external customers classified by revenue source are as follows (in thousands):

The Company has recorded $3.4 million and $3.6 million of revenue for the three months ended September 30, 2026 and 2025, respectively, and $16.4 million and $17.3 million of revenue for the nine months ended September 30, 2026 and 2025, respectively, that was previously included in the deferred revenue balance as of the beginning of each respective year.

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Performance Obligations

Generally, the Company’s contracts with customers include one performance obligation, however, certain contracts may include multiple performance obligations. For such arrangements, revenues are allocated to each performance obligation based on their relative standalone selling price.

The Company satisfies its performance obligations upon delivery of products or services to its customers. Payment terms vary by type and location of the Company’s customers and the products and services offered. The time between invoicing and when payment is due is not significant. Due to the nature of the services provided, there are no obligations for returns.

Significant Judgments

Determining whether products and services are considered distinct performance obligations may require significant judgment. When a contract includes both on-premises software licenses and cloud-based services, judgment is required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the cloud-based service and recognized over time.

Judgment is also required to determine the standalone selling price for each distinct performance obligation when there are multiple performance obligations. In certain cases, the Company is able to establish the standalone selling price based on observable prices of products or services sold or priced separately in comparable circumstances to similar customers. The Company uses a range of amounts to estimate the standalone selling price when each of the products and services is sold separately to determine whether there is a discount to be allocated based on the relative standalone selling price of the various products and services.

Performance Obligations Satisfied Over Time

The Company’s business consists primarily of performance obligations that are satisfied over time based on the fact that the nature of the cloud-based services offered is subscription based where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. Depending on the individual contracts with the customer, revenue for these services is recognized over the contract period when services are provided. The Company expects to recognize revenue for Corporate contracts typically in a range from month-to-month up to 36 months and recognize revenue for SoHo contracts in a range from month-to-month up toone year. Revenue from usage-based fees is recognized in proportion to the amount for which the Company has the right to invoice for services performed, which corresponds with the utilization of the services by the customer.

The Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligations over time is a time-based measure. The Company recognizes revenue on a straight-line basis throughout the subscription period and believes that the method used is a faithful depiction of the transfer of goods and services.

Practical Expedients

Existence of a Significant Financing Component in a Contract

As a practical expedient, the Company has not assessed whether a contract has a significant financing component because the Company expects at contract inception that the period between payment by the customer and the transfer of promised goods or services by the Company to the customer will be one year or less. In addition, the Company has determined that the payment terms the Company provides to its customers are structured primarily for reasons other than the provision of finance to the Company. The Company typically charges an upfront subscription amount for services, or an amount for usage in arrears, or a combination thereof, as other payment terms would affect the nature of the risk assumed by the Company due to the costs of the customer acquisition and the highly competitive and commoditized nature of the business the Company operates.

Costs to Obtain a Contract

The Company’s revenues are primarily generated from customer contracts that are for one year or less. Costs primarily consist of incentive compensation paid based on the achievements of sales targets in a given period for related revenue streams and are recognized in the month when the revenue is earned. Incentive compensation is paid upon the issuance or renewal of the

-11- customer contract. As a practical expedient, for amortization periods that are determined to be one year or less, the Company expenses any incremental costs of obtaining the contract with a customer when incurred. For those customer contracts greater than one year, the Company capitalizes and amortizes the expenses, when appropriate, over the period of benefit.

Revenues Invoiced

The Company has applied the practical expedient for certain revenue streams to exclude the value of remaining performance obligations for (i) contracts with an original expected term of one year or less or (ii) contracts for which the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed.

4. Business Acquisitions

Dock Health Acquisition

On May 1, 2026, the Company acquired certain assets of Dock Health Inc. (“Dock Health”), a Massachusetts based provider of healthcare orchestration and management application. The primary reason for the acquisition was to complement the Company's existing capabilities. The total purchase consideration was approximately $4.3 million, and is subject to certain post-closing adjustments through the measurement period.

The Condensed Consolidated Statement of Income since the date of acquisition and the Condensed Consolidated Balance Sheet as of September 30, 2026, reflect the results of operations of this acquisition. For both the three and nine months ended September 30, 2026, the revenue and net income contributed by this acquisition were not material.

5. Fair Value Measurements

The Company complies with the provisions of FASB ASC Topic No. 820, Fair Value Measurement, (“ASC 820”), which defines fair value, provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Recurring Fair Value Measurements

The Company’s cash and cash equivalents, including money market funds, are considered Level 1 measurements in the fair value hierarchy. The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash and cash equivalents include money market funds of $29.7 million and $65.1 million as of

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September 30, 2026 and December 31, 2025, respectively, which are valued based on Level 1 inputs consisting of quoted prices in active markets. The carrying value of the Company’s cash and cash equivalents approximates fair value.

The fair value of fixed interest rate long-term debt is determined using recent quoted market prices or dealer quotes for each of the Company’s instruments, which are Level 1 inputs (see Note 8 - Long-Term Debt). The carrying value of long-term debt is reflected in the financial statements at cost.

Non-Recurring Fair Value Measurements

The Company’s non-financial assets, which primarily consist of goodwill, indefinite-lived intangible assets, long-lived assets and equity securities without a readily determinable fair value are reported at carrying value, or at fair value as of their acquisition dates, and are not required to be measured at fair value on a recurring basis. However, if any of these types of assets become impaired, the carrying values of the assets are written down to fair value using Level 3 inputs.

The Company holds investments in non-marketable equity securities of a privately held technology company. Because the Company does not exert significant influence over the investee and the securities do not have a readily determinable fair value, these investments are accounted for using the measurement alternative in accordance with FASB ASC Topic No. 321, Investments - Equity Securities (“ASC 321”). Under this alternative, investments are carried at cost, less any impairment, and are subject to upward and downward adjustments resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

In June 2026, the Company completed an additional investment in connection with the investee’s financing round. The transaction included a $1.5 million cash investment in exchange for preferred stock, alongside the concurrent conversion of previously issued instruments into additional shares of preferred stock and a standalone preferred stock warrant. Based on the observable transaction price established by this June 2026 financing round, the Company remeasured its existing ASC 321 investments, recognizing a $5.5 million unrealized net gain in other income (expense), net within the Condensed Consolidated Statements of Income during the nine months ended September 30, 2026. No gain or loss was recorded during the three months ended September 30, 2026, or during the three and nine months ended September 30, 2025.

As of September 30, 2026 and December 31, 2025, the carrying amount of the Company’s ASC 321 investments was $15.0 million and $8.0 million, respectively, and is included in other assets within the Company’s Condensed Consolidated Balance Sheets. The Company reviews these investments at each reporting period to determine if there are indicators of impairment. The Company didnot record any impairments during the three and nine months ended September 30, 2026 and 2025.

6. Property and Equipment

Property and equipment, stated at cost, consisted of the following (in thousands):

Depreciation and amortization expense was $5.7 million and $3.9 million for the three months ended September 30, 2026 and 2025, respectively, and $15.3 million and $12.3 million for the nine months ended September 30, 2026 and 2025, respectively.

During the three and nine months ended September 30, 2026, the Company recognized an impairment charge of $0.2 million. No impairment was recorded in the three and nine months ended September 30, 2025.

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7. Goodwill and Intangible Assets

The changes in carrying amounts of goodwill for the nine months ended September 30, 2026 are as follows (in thousands):

As of September 30, 2026 the Company’s goodwill hadno accumulated impairment.

Intangible Assets with Indefinite Lives:

Intangible assets are summarized as follows (in thousands):

Intangible Assets Subject to Amortization:

As of September 30, 2026, intangible assets subject to amortization are summarized as follows (in thousands):

(1)The Company amortizes its customer relationship assets in a pattern that best reflects the pace in which the assets’ benefits are consumed. This pattern results in a substantial majority of the amortization expense being recognized in the first four tofive years, which may not correlate to the overall life of the asset.

As of December 31, 2025, intangible assets subject to amortization are summarized as follows (in thousands):

(1)The Company amortizes its customer relationship assets in a pattern that best reflects the pace in which the assets’ benefits are consumed. This pattern results in a substantial majority of the amortization expense being recognized in the first four tofive years, which may not correlate to the overall life of the asset.

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Expected amortization expenses for intangible assets subject to amortization at September 30, 2026 are as follows (in thousands):

Amortization expense was $0.6 million and $0.7 million for the three months ended September 30, 2026 and 2025, respectively, and $1.7 million and $2.0 million for the nine months ended September 30, 2026 and 2025, respectively.

No impairment of intangible assets was recorded in the three and nine months ended September 30, 2026 and 2025.

8. Long-Term Debt

Long-term debt consists of the following, terms defined below (in thousands):

As of September 30, 2026 and December 31, 2025, the estimated fair value of the 2028 Senior Notes (as defined below) was approximately $343.5 million and $349.1 million, respectively.

The Company capitalized $1.0 million of interest expense within property and equipment, net on the Company’s Condensed Consolidated Balance Sheets during both the three months ended September 30, 2026 and 2025, and $3.0 million and $2.8 million of interest expense within property and equipment, net on the Company’s Condensed Consolidated Balance Sheets during the nine months ended September 30, 2026 and 2025, respectively.

As of September 30, 2026, future contractual principal payments for debt were as follows (in thousands):

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2028 Senior Notes

On October 7, 2021, Consensus issued $500.0 million of 6.5% senior notes due in 2028 (the “2028 Senior Notes”) to Ziff Davis, Inc. (“Ziff Davis” or the “Former Parent”) in exchange for the equity interest in the Company. Ziff Davis then exchanged the 2028 Senior Notes with lenders under its credit agreement (or their affiliates) in exchange for extinguishment of a similar amount of indebtedness under such credit agreement. The 2028 Senior Notes are presented as long-term debt, net of current portion, which is presented net of deferred issuance costs, on the Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025. The 2028 Senior Notes bear interest at a rate of 6.5% per annum and mature on October 15, 2028. The Company may redeem some or all of the 2028 Senior Notes at any time on or after October 15, 2026 at specified redemption prices plus accrued and unpaid interest, if any, up to, but excluding the redemption date.

The indenture pursuant to which the 2028 Senior Notes were issued contains covenants that restrict the Company’s ability to (i) pay dividends or make distributions on the Company’s common stock; (ii) make certain restricted payments; (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; and (vi) transfer and sell assets. These covenants contain certain exceptions. Restricted payments are applicable only if Consensus Cloud Solutions, Inc. and subsidiaries designated as restricted subsidiaries has a net leverage ratio of greater than 3.0 to 1.0. In addition, if such net leverage ratio is in excess of 3.0 to 1.0, the restriction on restricted payments is subject to various exceptions, including the total aggregate amount not to exceed the greater of (A) $100.0 million and (B)50.0% of EBITDA for the most recently ended four fiscal quarter period ended immediately prior to such date for which internal financial statements are available. The Company is in compliance with its debt covenants as of September 30, 2026.

2025 Credit Agreement

On July 9, 2025, the Company entered into a Credit Agreement (the “2025 Credit Agreement”) with certain lenders party thereto (the “Lenders”) and U.S. Bank National Association, as agent, which provided for a senior secured revolving credit facility of $75.0 million (the “2025 Revolving Credit Facility”) and a senior secured delayed-draw term loan facility of $150.0 million (the “2025 DDTL Facility” and together with the 2025 Revolving Credit Facility, the “2025 Credit Facility”), each scheduled to mature on July 10, 2028.

During the three and nine months ended September 30, 2026, the Company repaid $1.9 million and $5.6 million, respectively, of scheduled principal under the 2025 DDTL Facility and, in the same periods, repaid $5.0 million under the 2025 Revolving Credit Facility, using cash on hand. On September 30, 2026, the 2025 Credit Agreement was amended and restated by the 2026 Credit Agreement (as defined below), and the $144.4 million outstanding under the 2025 DDTL Facility and the $59.0 million outstanding under the 2025 Revolving Credit Facility continued as revolving loans under the 2026 Revolving Credit Facility (as defined below). As of September 30, 2026, there wasno outstanding principal balance under the 2025 Credit Facility.

2026 Credit Agreement

On September 30, 2026, the Company entered into an Amended and Restated Credit Agreement (the “2026 Credit Agreement”) with the Lenders, certain new lenders and U.S. Bank National Association, as administrative agent and collateral agent, which amended and restated the 2025 Credit Agreement. The 2026 Credit Agreement provides for a senior secured revolving credit facility of $225.0 million (the “2026 Revolving Credit Facility”) and a senior secured delayed-draw term loan facility of $300.0 million (the “2026 DDTL Facility” and together with the 2026 Revolving Credit Facility, the “2026 Credit Facility”), each maturing on September 30, 2031, subject to limited customary accelerators. The maturity of the 2026 DDTL Facility will accelerate to July 15, 2028 if, as of that date, the 2028 Senior Notes have not been repaid in full and the Company’s available liquidity, as defined in the 2026 Credit Agreement, is less than the outstanding principal amount of the 2028 Senior Notes. The 2026 Credit Facility is guaranteed by each wholly-owned material domestic subsidiary of the Company and secured by substantially all assets of the Company and the guarantors, subject to other customary exceptions.

The Company accounted for the amendment and restatement as a debt modification with respect to 2025 Credit Facility borrowings retained by continuing lenders under the 2026 Credit Agreement. Of the $203.4 million of borrowings from the 2025 Credit Facility, $96.8 million was reallocated to new lenders. The Company incurred $2.7 million of fees and costs, of which $2.6 million were capitalized as debt issuance costs ($1.0 million allocated to the 2026 Revolving Credit Facility and $1.6 million to the 2026 DDTL Facility). The costs allocated to the 2026 Revolving Credit Facility are included within prepaid expenses and other current assets and other assets and are amortized to interest expense on a straight-line basis through September 30, 2031. Costs allocated to the 2026 DDTL Facility are not amortized until amounts are drawn, at which time a

-16- proportionate amount will be reclassified as a reduction of the related borrowings and amortized using the effective interest method. As of September 30, 2026, unamortized debt issuance costs of $3.3 million were included within prepaid expenses and other current assets and other assets on the Company’s Condensed Consolidated Balance Sheets.

Subject to the terms and conditions of the 2026 Credit Agreement, the Company may borrow, repay and reborrow revolving loans at any time during the term of the facility. The Company may borrow under the 2026 DDTL Facility until October 15, 2028 and, until the 2028 Senior Notes are repaid in full, may use the proceeds only to repay the 2028 Senior Notes. Borrowings under the 2026 DDTL Facility that are prepaid or repaid may not be reborrowed. Commencing with the first full fiscal quarter ending after the 2026 DDTL Facility is funded, the Company is required to make consecutive quarterly principal payments, each in an amount of 1.25% of the initial aggregate principal amount borrowed on the 2026 DDTL Facility, with the remaining balance due at maturity.

The interest rates applicable to the loans made under the 2026 Credit Facility are, at the Company’s option, equal to either a base rate or the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin based on the total net leverage ratio (0.75% -1.50% in the case of base rate loans and 1.75% -2.50% in the case of SOFR loans). The Company is also required to pay an unused commitment fee of 0.25% -0.35% per annum, based on the total net leverage ratio, on the unused commitments under the 2026 Revolving Credit Facility and, beginning January 1, 2027, the 2026 DDTL Facility. The weighted-average interest rate on borrowings under the 2026 Credit Facility as of September 30, 2026 was 5.8%. Due to the variable nature of these interest rates, the Company has determined that the carrying value of borrowings under the 2026 Credit Facility approximates fair value.

The 2026 Credit Agreement contains covenants that, subject to certain exceptions, restrict the Company’s ability to: (i) pay dividends or make distributions on the Company’s common stock; (ii) make certain restricted payments (excluding payments in respect of the Company’s 2028 Senior Notes); (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; (vi) incur indebtedness, (vii) make acquisitions and other investments and (viii) transfer and sell assets. Additionally, the 2026 Credit Agreement requires the Company to maintain a maximum total net leverage ratio and a minimum fixed charges coverage ratio, in each case tested on a quarterly basis. The Company is in compliance with its covenants as of September 30, 2026.

Debt Repurchase Program

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 previously outstanding senior notes that were due in 2026 and the 2028 Senior Notes (“2023 Debt Repurchase Program”). The authorization permitted an aggregate principal amount reduction of up to $300 million and was set to expire on November 9, 2026. The timing and amounts of purchases were determined by the Company, depending on market conditions and other factors it deems relevant. During the three and nine months ended September 30, 2026 and the three months ended September 30, 2025, the Company madeno repurchases under this program. During the nine months ended September 30, 2025, the Company retired $15.7 million in principal of its senior notes under this program. As of September 30, 2026, the Company has retired an aggregate of $222.6 million in principal of its senior notes under this program. On November 5, 2026, the Board of Directors terminated the existing 2023 Debt Repurchase Program and approved a new Debt Repurchase Program under the same general terms mentioned above (“2026 Debt Repurchase Program”), but with an expiration date of November 5, 2027 and an authorized amount of up to $348.2 million in aggregate principal to retire the remaining outstanding 2028 Senior Notes.

9. Commitments and Contingencies

Litigation

From time to time, the Company and its affiliates are involved in litigation and other legal disputes or regulatory inquiries that arise in the ordinary course of business. Any claims or regulatory actions against the Company and its affiliates, whether meritorious or not, could be time consuming and costly, and could divert significant operational resources. The outcomes of such matters are subject to inherent uncertainties, carrying the potential for unfavorable rulings that could include monetary damages and injunctive relief.

The Company does not believe, based on current knowledge, that any legal proceedings or claims currently exist which, after giving effect to existing accrued liabilities, are likely to have a material adverse effect on the Company’s

-17- consolidated financial position, results of operations, or cash flows. It is the Company’s policy to expense legal fees related to any litigation as incurred.

Non-Income Related Taxes

The Company believes that it has sufficiently reserved for historical sales tax liabilities under FASB ASC Topic No. 450, Contingencies, although some state and local taxing authorities may challenge the Company’s sales tax position, the methodology used to calculate the sales tax liability, and may also impose other taxes on its business. Taxing authorities may successfully assert that the Company should have collected, or in the future should collect sales and use, telecommunications or similar taxes, and could be subject to liability with respect to past or future tax, which could adversely affect the Company’s operating results. The Company will continue to review and monitor the impact of sales tax rules in order to mitigate any associated risks on its business.

10. Other Balance Sheet Account Details

Prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the following (in thousands):

Accounts payable and accrued expenses

Accounts payable and accrued expenses consisted of the following (in thousands):

11. Income Taxes

The Company’s tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate adjusted for discrete interim period tax impacts. Each quarter the Company updates its estimated annual effective tax rate and, if the estimate changes, makes a cumulative adjustment. Changes in the geographical mix, permanent differences or the estimated level of annual pre-tax income can affect the effective tax rate. The Company’s effective tax rate for the three months ended September 30, 2026 and 2025 was 22.2% and 26.3%, respectively. The decrease in the Company’s effective income tax rate for the three months ended September 30, 2026 was primarily due to the impact of the One Big Beautiful Bill Act (“OBBBA”) changes on international taxes as well as excess tax benefits related to share-based compensation, partially offset by an increase in the officer’s compensation limitation. The Company’s effective tax rate for the nine months ended September 30, 2026 and 2025 was 22.9% and 25.9%, respectively. The decrease in the Company’s effective income tax rate for the nine months ended September 30, 2026 was primarily due to the impact of the OBBBA changes on international taxes as well as excess tax benefits related to share-based compensation, partially offset by an increase in the officer’s compensation limitation.

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The Company’s effective tax rates for the three and nine months ended September 30, 2026 and 2025 differed from the U.S. federal statutory rate of 21% primarily as a result of state income taxes, certain expenses not deductible for tax purposes, foreign rate differential, foreign income inclusion, various tax credits and uncertain tax positions.

As of September 30, 2026 and December 31, 2025, the Company had $16.4 million and $14.5 million, respectively, in liabilities for uncertain income tax positions, including interest and penalties. Accrued interest and penalties related to unrecognized tax benefits are recognized in income tax expense on the Company’s Condensed Consolidated Statements of Income.

On July 4, 2025, the budget reconciliation bill H.R. 1, referred to as the 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. In addition to the OBBBA rules adopted in 2025, the Company implemented the new provisions effective for 2026 in the first quarter of 2026.

Income Tax Audits

The Company files tax returns in the U.S., Ireland, Canada, Japan, Netherlands and Hong Kong. In February 2026, the Company received notification of a review by the Irish tax authorities relating to tax years 2023 and 2024. In July 2026, the Company was notified that this review was formally closed, resulting in no material impact to the Company's consolidated financial statements. As of September 30, 2026, the Company is not under audit in any other jurisdictions in which it operates. The U.S. federal and most state tax returns filed for 2022 onwards, as well as certain state returns filed for 2021 onwards, are still open to examination by tax authorities. With respect to the Company’s international subsidiaries, tax returns filed for the years from 2020 onwards are still open to examination by tax authorities.

12. Stockholders’ Equity

Common Stock Repurchase Program

In March 2022, the Company’s Board of Directors approved a share buyback program. Under this program, the Company was authorized to purchase in the public market or in off-market transactions up to $100.0 million of the Company’s common stock through February 2025. The Company’s Board of Directors authorized and approved athree-year extension of the share repurchase program through February 2028 in February 2025 and an increase in the total authorization to $200.0 million in August 2026. The 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. Shares may be repurchased through open market purchases or privately negotiated transactions, including through Rule 10b5-1 trading plans. During the three months ended September 30, 2026 and 2025, the Company repurchased 550,703 and 115,652 shares, respectively, under this program at an aggregate cost of $20.9 million (inclusive of excise tax of $0.2 million) and $2.6 million, respectively. During the nine months ended September 30, 2026 and 2025, the Company repurchased 1,452,068 and 668,996 shares, respectively, under this program at an aggregate cost of $47.7 million (inclusive of excise tax of $0.4 million) and $15.2 million (inclusive of excise tax of $0.1 million), respectively. Cumulatively as of September 30, 2026,3,550,878 shares have been repurchased under this program at an aggregate cost of $103.2 million (inclusive of excise tax of $0.7 million). The excise tax is assessed at 1% of the fair market value of net stock repurchases after December 31, 2022.

Vested Restricted Stock

At the time of certain vesting events related to restricted stock units 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, 2026 and 2025, the Company withheld shares on its vested restricted stock units relating to its share-based compensation plans of 6,226 shares and 4,370 shares, respectively. During the nine months ended September 30, 2026 and

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2025, the Company withheld shares on its vested restricted stock units relating to its share-based compensation plans of 152,753 shares and 55,415 shares, respectively.

Dividends

The Company currently does not issue dividends to Consensus shareholders. Future dividends are subject to Board approval. Our current debt agreements could trigger restrictions on dividend payments under certain circumstances (see Note 8 - Long-Term Debt).

13. Equity Incentive Plan

The Company’s share-based compensation plans include the 2021 Equity Incentive Plan (the “2021 Plan”).

In December 2021, Consensus’ Board of Directors adopted the 2021 Plan, which provides for the grant of incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and share units and other share-based awards. Under the 2021 Plan,4,000,000 shares of common stock were initially authorized to be granted. At the annual meeting of stockholders held in June 2026, our stockholders approved an amendment and restatement of the 2021 Equity Incentive Plan (the “A&R 2021 Plan”). The A&R 2021 Plan authorizes the issuance of an additional 1,510,000 shares of common stock for future equity grants. As of September 30, 2026,1,916,236 shares were available to be issued under the A&R 2021 Plan.

During the first quarter of 2026, the Company awarded 404,456 restricted stock units with market conditions and performance conditions to certain key employees pursuant to the 2021 Plan. The market-based awards have vesting conditions that are based on specified stock price targets of the Company’s common stock. For awards with market conditions, the conditions were factored into the grant date fair value using a Monte Carlo valuation model, which utilized multiple input variables to determine the probability of the Company achieving the specified average stock price targets over a 20 consecutive trading day period, based on the award agreement. For awards with performance-based conditions, these vesting conditions generally relate to the achievement of specified internal financial and operational targets. The grant date fair value for the performance-based awards reflects the Company’s stock price on the date of grant.

Restricted stock unit activity for the nine months ended September 30, 2026 is set forth below:

The total fair value as of the respective vesting dates of restricted stock units that vested during the nine months ended September 30, 2026 and 2025 was $14.0 million and $3.5 million, respectively. As of September 30, 2026, the Company had unrecognized share-based compensation cost related to its restricted stock units of $34.3 million, which is expected to be recognized over a weighted-average period of 2.0 years.

The Company capitalized $0.7 million of share-based compensation cost during both the three months ended September 30, 2026 and 2025, and $2.1 million during both the nine months ended September 30, 2026 and 2025, within property and equipment, net on its Condensed Consolidated Balance Sheets.

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14. Earnings Per Share

The components of basic and diluted earnings per share are as follows (in thousands, except share and per share data):

For the three months ended September 30, 2026 and 2025, there were 631,268 and 892,090 anti-dilutive shares, respectively, that were excluded from the earnings per share calculation. For the nine months ended September 30, 2026 and 2025, there were 650,341 and 948,313 anti-dilutive shares, respectively, that were excluded from the earnings per share calculation.

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15. Segment Information

The following presents the segment information of Cloud Fax (in thousands):

(1) Other segment items includes: database hosting expenses, computer and related expenses, processing fees, bad debt expense, taxes and insurance expenses, office expenses, travel and entertainment expenses, other administrative expenses and miscellaneous expenses.

(2) Other income (expense), net includes: unrealized gain/loss on investments, gain/loss on foreign currency exchange and miscellaneous income/expense.

The Company maintains operations in the U.S., Canada, Ireland and other countries. Geographic information about the U.S. and all other countries for the reporting periods is presented below. Such information attributes revenues based on markets where revenues are reported (in thousands):

As of September 30, 2026 and December 31, 2025, substantially all of the Company’s long-lived assets, which consist of property and equipment, net and operating lease right-of-use assets, were located in the United States.

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16. Related Party Transactions

In June 2026, the Company hired an immediate family member of a member of the Company’s Board of Directors. The compensation arrangement includes an annual base salary of approximately $150,000, target annual bonus of $20,000, and an equity package of $75,000 vesting over a 3-year period and subject to the Company’s 2021 Equity Incentive Plan, and such other standard company benefits available to similarly situated employees of the Company. The Company believes that the terms of employment are commensurate with those of the employee’s peers and were established in accordance with the Company’s compensation practices applicable to employees with equivalent qualifications, experience and responsibilities and have been approved by the Audit Committee of the Company’s Board of Directors. Compensation paid and expense recognized (including share-based compensation) for the employee were not material for the three and nine months ended September 30, 2026. Additionally, amounts payable to the employee as of September 30, 2026, were not material.

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