Form 8-K

8-K — Definitive Healthcare Corp.

Accession: 0001193125-26-211946

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001861795

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — dh-20260507.htm (Primary)

EX-99.1 (dh-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: dh-20260507.htm · Sequence: 1

8-K

0001861795false00018617952026-05-072026-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 7, 2026

Definitive Healthcare Corp.

(Exact name of Registrant as Specified in Its Charter)

Commission File Number 001-40815

Delaware

86-3988281

(State

of Incorporation)

(IRS Employer

Identification No.)

492 Old Connecticut Path, Suite 401

Framingham, Massachusetts 01701

(Address of Principal Executive Offices)

508 720-4224

Registrant’s telephone number, including area code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol

Name of Each Exchange on Which Registered

Class A Common Stock, $0.001 par value

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 7, 2026, Definitive Healthcare Corp. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information furnished in this Item 2.02 on this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press Release Dated May 7, 2026 (furnished herewith pursuant to Item 2.02)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DEFINITIVE HEALTHCARE CORP.

By:

/s/ Casey Heller

Name:

Casey Heller

Title:

Chief Financial Officer

Date: May 7, 2026

EX-99.1

Filename: dh-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Definitive Healthcare Reports Financial Results for First Quarter 2026

First Quarter Revenue at Top End of Guidance

Framingham, MA (May 7, 2026) – Definitive Healthcare Corp. (“Definitive Healthcare” or the “Company”) (Nasdaq: DH), an industry leader in healthcare market data and analytics, today announced financial results for the quarter ended March 31, 2026.

First Quarter 2026 Financial Highlights:

•

Revenue was $55.9 million, a decrease of 6% from $59.2 million in Q1 2025.

•

Net Loss, inclusive of goodwill impairment charges of $197.2 million, was $(192.4) million, or (344)% of revenue, compared to $(155.1) million in Q1 2025, inclusive of goodwill impairment charges of $176.5 million, or (262)% of revenue.

•

Adjusted Net Income was $8.5 million, compared to $7.0 million in Q1 2025.

•

Adjusted EBITDA was $15.3 million, or 27% of revenue, compared to $14.7 million, or 25% of revenue in Q1 2025.

•

Cash Flow from Operations was $11.6 million in the quarter.

•

Unlevered Free Cash Flow was $18.0 million in the quarter.

“Definitive Healthcare started 2026 on a solid note, with financial results at or above the high end of our guidance ranges. We continue to make progress against each of our strategic pillars and are realizing some positive early indications of success, including improvements in retention rates,” said Kevin Coop, CEO of Definitive Healthcare. “We remain confident we are making the right investments to drive sustained long-term operational and financial improvements, while also continuing to generate significant profitability and cash flow.”

Recent Business and Operating Highlights:

Customer Wins

In the first quarter, Definitive Healthcare continued to win new logos and expansion opportunities across all end-markets, by providing the data, insights and integrations that drive their critical business use cases. Customer wins for the quarter included:

•

A life sciences company selected Definitive Healthcare in a six-figure, multi-year deal after their generic, multi-vertical data provider failed to deliver the specialized insights needed to effectively target oncology and rheumatology providers. The customer's frustration with limited affiliation data, prescription pattern visibility, and Key Opinion Leader identification capabilities made our healthcare-specific data differentiation immediately apparent, enabling them to meaningfully reduce research time, enhance KOL identification, and refine their sales strategy through more precise physician targeting.

•

An existing Monocl customer expanded their investment with Definitive Healthcare following their acquisition by a larger biopharma organization, creating a strategic opportunity to demonstrate value at the parent company level. Our team's ability to articulate how our platform could streamline the integration of the two organizations through unified data sharing and collaboration proved decisive in securing this upsell, while positioning us for broader enterprise adoption as the combined entity continues to integrate operations.

Business Outlook

Based on information as of May 7, 2026, the Company is issuing the following financial guidance.

Second Quarter 2026:

•

Revenue is expected to be in the range of $55.0 – $56.0 million.

•

Adjusted Operating Income is expected to be in the range of $10.5 – $11.5 million.

•

Adjusted EBITDA is expected to be in the range of $13.5 – $14.5 million, and 24% – 26% adjusted EBITDA margin.

•

Adjusted Net Income is expected to be $5.0 – $6.0 million.

•

Adjusted Net Income Per Diluted Share is expected to be $0.03 to $0.04 per share on approximately 144.2 million weighted-average shares outstanding.

Full Year 2026:

•

Revenue is expected to be in the range of $220.0 – $226.0 million.

•

Adjusted Operating Income is expected to be in the range of $43.5 – $47.5 million.

•

Adjusted EBITDA is expected to be in the range of $55.0 – $59.0 million, and 25% – 26% adjusted EBITDA margin.

•

Adjusted Net Income is expected to be $23.0 – $27.0 million.

•

Adjusted Net Income Per Diluted Share is expected to be $0.16 to $0.19 per share on approximately 144.9 million weighted-average shares outstanding.

We do not provide a quantitative reconciliation of the forward-looking non-GAAP financial measures included in this press release to the most directly comparable GAAP measures due to the high variability and difficulty in predicting certain items excluded from these non-GAAP financial measures; in particular, the effects of equity-based compensation expense, taxes and amounts under the tax receivable agreement, deferred tax assets and deferred tax liabilities, and transaction, integration, and restructuring expenses. We expect the variability of these excluded items may have a significant and potentially unpredictable impact on our future GAAP financial results.

Conference Call Information

Definitive Healthcare will host a conference call today May 7, 2026, at 5:00 p.m. (Eastern Standard Time) to discuss the Company's full financial results and current business outlook. Participants may access the call at 1-877-358-7298 or 1-848-488-9244. Shortly after the conclusion of the call, a replay of this conference call will be available through June 6, 2026, at 1-800-645-7964 or 1-757-849-6722. The replay passcode is 1765#. A live audio webcast of the event will be available on Definitive Healthcare’s Investor Relations website at ir.definitivehc.com/.

About Definitive Healthcare

Definitive Healthcare is a data and analytics company focused on the business side of healthcare. The healthcare market is complex — our data makes it clearer. We cut through the noise to deliver the insights that healthcare organizations and companies need to make smarter, faster, more strategic decisions. Because when our customers succeed, healthcare gets better for everyone. Learn more at definitivehc.com.

Forward-Looking Statements

This press release includes forward-looking statements that reflect our current views with respect to future events and financial performance. Such statements are provided under the “safe harbor” protection of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by words or phrases written in the future tense and/or preceded by words such as “likely,” “will,” “should,” “may,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “assumes,” “would,” “potentially” or similar words or variations thereof, or the negative thereof, references to future periods, or by the inclusion of forecasts or projections, but these terms are not the exclusive means of identifying such statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding our outlook, financial guidance, the benefits of our healthcare commercial intelligence solutions, our overall future prospects, customer behaviors and use of our solutions, the market, industry and macroeconomic environment, our plans to improve our operational and financial performance and our business, our ability to execute on our plans, customer growth, including our upsell and cross-sell opportunities, and our ability to successfully transition executive leadership.

Forward-looking statements in this press release are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the following: global geopolitical tension and difficult macroeconomic conditions; actual or potential changes in international, national, regional and local economic, business and financial conditions, including tariffs, sanctions, trade barriers, recessions, fluctuating inflation, high interest rates, volatility in the capital markets and related market uncertainty; our inability to acquire new customers and generate additional revenue from existing customers; our inability to generate sales of subscriptions to our platform or any decline in demand for our platform and the data we offer; the competitiveness of the market in which we operate and our ability to compete effectively; the failure to maintain and improve our platform, or develop new modules or insights for healthcare commercial intelligence; the inability to obtain and maintain accurate, comprehensive or reliable data, which could result in reduced demand for our platform; the loss of our access to our data providers; the failure to respond to advances in healthcare commercial intelligence; an inability to attract new customers and expand subscriptions of current customers; our ability to successfully transition executive leadership; and the possibility that our security measures are breached or unauthorized access to data is otherwise obtained.

Additional factors or events that could cause our actual performance to differ from these forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual financial condition, results of operations, future performance and business may vary in material respects from the performance projected in these forward-looking statements.

For additional discussion of factors that could impact our operational and financial results, refer to our Quarterly Report on Form 10-Q for the three months ended March 31, 2026 that will be filed following this earnings release, as well as our Current Reports on Form 8-K and other subsequent SEC filings, which are or will be available on the Investor Relations page of our website at ir.definitivehc.com and on the U.S. Securities and Exchange Commission ("SEC”) website at www.sec.gov.

All information in this press release speaks only as of the date on which it is made. We undertake no obligation to publicly update this information, whether as a result of new information, future developments or otherwise, except as may be required by law.

Website

Definitive Healthcare intends to use its website as a distribution channel of material company information. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website at definitivehc.com. Accordingly, you should monitor the investor relations portion of our website at ir.definitivehc.com in addition to following our press releases, SEC filings, and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Email Alerts” section of our investor relations page at ir.definitivehc.com.

Non-GAAP Financial Measures

This earnings release contains financial measures that have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), including Unlevered Free Cash Flow, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Operating Income, Adjusted Net Income and Adjusted Net Income Per Diluted Share. We believe that these supplemental non-GAAP financial measures are useful to investors because they allow for an evaluation of the Company with a focus on the performance of its core operations, including providing meaningful comparisons of financial results to historical periods and to the financial results of peer and competitor companies. Our use of these non-GAAP terms may vary from the use of similar terms by other companies in our industry and accordingly may not be comparable to similarly titled measures used by other companies and are not measures of performance calculated in accordance with GAAP. Our presentation of these non-GAAP financial measures are intended as supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. These non-GAAP financial measures should not be considered as alternatives to loss from operations, net loss, earnings per share, or any other performance measures derived in accordance with GAAP or as measures of operating cash flows or liquidity. A reconciliation of GAAP to non-GAAP results has been provided in the financial statement tables included at the end of this press release. In evaluating our non-GAAP financial measures, you should be aware that in the future, we may incur expenses similar to those eliminated in these presentations.

These non-GAAP financial measures are not required by or prepared in accordance with GAAP. These are supplemental financial measures of our performance and should not be considered substitutes for cash provided by operating activities, loss from operations, net loss, net income margin, gross profit, gross margin, or any other measure derived in accordance with GAAP.

Reconciliations to Certain Non-GAAP Measures

Unlevered Free Cash Flow

We define Unlevered Free Cash Flow as net cash provided by operating activities less purchases of property, equipment and data assets, plus cash interest expense, and cash payments related to transaction, integration, and restructuring related expenses, earnouts, and other non-core items paid in cash. Unlevered Free Cash Flow does not represent residual cash flow available for discretionary expenditures since, among other things, we have mandatory debt service requirements.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

We define EBITDA as earnings before debt-related costs, including interest expense (income), net, and loss on partial extinguishment of debt, income taxes and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to exclude certain items of a significant or unusual nature, including other income, net, equity-based compensation, transaction, integration, and restructuring expenses, goodwill impairments and other non-core expenses. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of revenue. Adjusted EBITDA and Adjusted EBITDA Margin are key metrics used by management and our board of directors to assess the profitability of our operations. We believe that Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to help investors to assess our operating performance because these metrics eliminate non-core and unusual items and non-cash expenses, which we do not consider indicative of ongoing operational performance. We believe that these metrics are helpful to investors in measuring the profitability of our operations on a consolidated level.

Adjusted Gross Profit and Adjusted Gross Margin

We define Adjusted Gross Profit as gross profit excluding acquisition-related amortization and equity-based compensation costs and Adjusted Gross Margin is defined as Adjusted Gross Profit as a percentage of revenue. Adjusted Gross Profit and Adjusted Gross Margin are key metrics used by management and our board of directors to assess our operations. We exclude acquisition-related depreciation and amortization expenses as they have no direct correlation to the cost of operating our business on an ongoing basis. A small portion of equity-based compensation is included in cost of revenue in accordance with GAAP but is excluded from our Adjusted Gross Profit calculations due to its non-cash nature.

Adjusted Operating Income

We define Adjusted Operating Income as loss from operations plus acquisition related amortization, equity-based compensation, transaction, integration, and restructuring expenses, goodwill impairments and other non-core expenses.

Adjusted Net Income and Adjusted Net Income Per Diluted Share

We define Adjusted Net Income as Adjusted Operating Income less interest expense net, recurring income tax (provision) benefit, foreign currency (loss) gain, and tax impacts of adjustments. We define Adjusted Net Income Per Diluted Share as Adjusted Net Income divided by diluted outstanding shares.

In evaluating our non-GAAP financial measures, you should be aware that in the future we may incur expenses similar to those eliminated in these presentations.

Investor Contact:

Brian Denyeau

ICR for Definitive Healthcare

brian.denyeau@icrinc.com

646-277-1251

Media Contact:

Bethany Swackhamer

bswackhamer@definitivehc.com

Definitive Healthcare Corp.

Condensed Consolidated Balance Sheets

(in thousands, except number of shares and par value; unaudited)

March 31, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

157,648

163,627

Short-term investments

20,447

17,262

Accounts receivable, net

38,941

51,978

Prepaid expenses and other assets

16,279

11,972

Deferred contract costs

12,441

12,766

Total current assets

245,756

257,605

Property and equipment, net

13,798

12,680

Operating lease right-of-use assets, net

4,880

5,394

Other assets

2,578

2,277

Deferred contract costs

12,293

12,840

Intangible assets, net

235,433

247,477

Goodwill

—

197,219

Total assets

514,738

735,492

Liabilities and Equity

Current liabilities:

Accounts payable

6,024

3,596

Accrued expenses and other liabilities

23,916

44,773

Deferred revenue

99,055

96,989

Term loan

8,750

Operating lease liabilities

2,657

2,679

Total current liabilities

140,402

156,787

Long term liabilities:

Deferred revenue

116

2,383

Term loan

153,985

156,085

Operating lease liabilities

4,449

5,152

Tax Receivable Agreement liability

12,378

19,212

Deferred tax liabilities

11,087

14,634

Other liabilities

1,622

2,247

Total liabilities

324,039

356,500

Equity:

Class A common stock, par value $0.001, 600,000,000 shares authorized, 105,263,448 and 104,020,957 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

105

104

Class B common stock, par value $0.00001, 65,000,000 shares authorized, 38,225,333 and 38,339,076 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

—

Additional paid-in capital

1,065,811

1,061,965

Accumulated other comprehensive deficit

(1,555

)

(1,450

)

Accumulated deficit

(918,127

)

(779,506

)

Noncontrolling interests

44,465

97,879

Total equity

190,699

378,992

Total liabilities and equity

514,738

735,492

Definitive Healthcare Corp.

Condensed Consolidated Statements of Operations

(in thousands, except share amounts and per share data; unaudited)

Three Months Ended March 31,

2026

2025

Revenue

55,929

59,191

Cost of revenue:

Cost of revenue exclusive of amortization (1)

9,355

10,141

Amortization

4,924

5,290

Gross profit

41,650

43,760

Operating expenses:

Sales and marketing (1)

19,578

20,653

Product development (1)

6,499

9,301

General and administrative (1)

12,084

12,269

Depreciation and amortization

8,325

8,527

Transaction, integration, and restructuring expenses

(765

)

1,265

Goodwill impairment

197,219

176,531

Total operating expenses

242,940

228,546

Loss from operations

(201,290

)

(184,786

)

Other income, net

Interest expense, net

(1,332

)

(381

)

Other income, net

6,833

19,188

Total other income, net

5,501

18,807

Net loss before income taxes

(195,789

)

(165,979

)

Benefit from income taxes

3,435

10,886

Net loss

(192,354

)

(155,093

)

Less: Net loss attributable to noncontrolling interests

(53,733

)

(47,865

)

Net loss attributable to Definitive Healthcare Corp.

(138,621

)

(107,228

)

Net loss per share of Class A common stock:

Basic and diluted

(1.32

)

(0.95

)

Weighted average Class A common stock outstanding:

Basic and diluted

104,675,068

112,782,505

(1) Amounts include equity-based compensation expense as follows:

Three Months Ended March 31,

2026

2025

Cost of revenue

160

Sales and marketing

951

1,179

Product development

375

1,739

General and administrative

3,812

4,241

Total equity-based compensation expense

5,220

7,319

Definitive Healthcare Corp.

Condensed Consolidated Statements of Cash Flows

(in thousands; unaudited)

Three Months Ended March 31,

2026

2025

Cash flows provided by (used in) operating activities:

Net loss

(192,354

)

(155,093

)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

1,004

591

Amortization of intangible assets

12,245

13,226

Amortization of deferred contract costs

3,740

3,947

Equity-based compensation

5,220

7,319

Amortization of debt issuance costs

159

126

Benefit from doubtful accounts receivable

(208

)

(142

)

Loss on partial extinguishment of debt

—

507

Non-cash restructuring charges

—

192

Goodwill impairment charges

197,219

176,531

Tax receivable agreement remeasurement

(6,521

)

(20,664

)

Changes in fair value of contingent consideration

—

(690

)

Deferred income taxes

(3,537

)

(11,007

)

Changes in operating assets and liabilities:

Accounts receivable

13,259

10,351

Prepaid expenses and other assets

(4,022

)

(5,683

)

Deferred contract costs

(2,868

)

(3,794

)

Accounts payable, accrued expenses, and other liabilities

(11,573

)

(8,745

)

Deferred revenue

(199

)

19,094

Net cash provided by operating activities

11,564

26,066

Cash flows (used in) provided by investing activities:

Purchases of property, equipment, and data assets

(3,202

)

(7,706

)

Purchases of short-term investments

(12,500

)

(12,000

)

Maturities of short-term investments

9,481

103,251

Net cash (used in) provided by investing activities

(6,221

)

83,545

Cash flows (used in) provided by financing activities:

Repayments of term loan

(2,188

)

(246,250

)

Proceeds from term loan

—

175,000

Payments of debt issuance costs

—

(1,660

)

Taxes paid related to net share settlement of equity awards

(926

)

(1,874

)

Repurchases of Class A common stock

—

(21,155

)

Payments under Tax Receivable Agreement

(7,762

)

(13,767

)

Net cash used in financing activities

(10,876

)

(109,706

)

Net decrease in cash and cash equivalents

(5,533

)

(95

)

Effect of exchange rate changes on cash and cash equivalents

(446

)

816

Cash and cash equivalents, beginning of period

163,627

105,378

Cash and cash equivalents, end of period

157,648

106,099

Supplemental cash flow disclosures:

Cash paid during the period for:

Interest

2,472

2,242

Income taxes

Supplemental disclosure of non-cash investing activities:

Capital expenditures included in accounts payable and accrued expenses and other liabilities

3,758

5,393

Definitive Healthcare Corp.

Reconciliations of Non-GAAP Financial Measures to Closest GAAP Equivalent

Reconciliation of GAAP Operating Cash Flow to Unlevered Free Cash Flow

(in thousands; unaudited)

Three Months Ended March 31,

2026

2025

Net cash provided by operating activities

11,564

26,066

Purchases of property, equipment, and data assets

(3,202

)

(7,706

)

Interest paid in cash

2,472

2,242

Transaction, integration, and restructuring expenses paid in cash (a)

4,116

1,763

Other non-core items paid in cash (b)

3,010

560

Unlevered Free Cash Flow

17,960

22,925

(a) Transaction and integration expenses paid in cash primarily represent legal, accounting, and consulting expenses related to our acquisitions. Restructuring expenses paid in cash relate to our restructuring plans.

(b) Non-core items paid in cash represent expenses driven by events that are typically by nature one-time, non-operational, and unrelated to our core operations.

Reconciliation of GAAP Net Loss to Adjusted Net Income and

GAAP Operating Loss to Adjusted Operating Income

(in thousands, except share and per share amounts; unaudited)

Three Months Ended March 31,

2026

2025

Net loss

(192,354

)

(155,093

)

Add: Income tax benefit

(3,435

)

(10,886

)

Add: Interest expense, net

1,332

381

Add: Loss on partial extinguishment from debt

—

507

Add: Other income, net

(6,833

)

(19,695

)

Loss from operations

(201,290

)

(184,786

)

Add: Amortization of intangible assets acquired through business combinations

10,808

11,089

Add: Equity-based compensation

5,220

7,319

Add: Transaction, integration, and restructuring expenses

(765

)

1,265

Add: Goodwill impairment charge

197,219

176,531

Add: Other non-core items

1,693

560

Adjusted Operating Income

12,885

11,978

Less: Interest expense, net

(1,332

)

(381

)

Less: Recurring income tax (provision) benefit

(127

)

352

Less: Foreign currency gain (loss)

312

(969

)

Less: Tax impacts of adjustments to net loss

(3,221

)

(4,008

)

Adjusted Net Income

8,517

6,972

Shares for Adjusted Net Income Per Diluted Share (a)

142,948,869

151,800,030

Adjusted Net Income Per Share

0.06

0.05

(a) Diluted Adjusted Net Income Per Share is computed by giving effect to all potential weighted average Class A common stock and any securities that are convertible into Class A common stock, including Definitive OpCo units and restricted stock units. The dilutive effect of outstanding awards and convertible securities is reflected in diluted earnings per share by application of the treasury stock method assuming proceeds from unrecognized compensation as required by GAAP. Fully diluted shares are 166,102,119 and 162,079,150 as of March 31, 2026 and 2025, respectively.

Reconciliation of GAAP Gross Profit and Margin to Adjusted Gross Profit and Margin

(in thousands, except percentages; unaudited)

Three Months Ended March 31,

2026

2025

(in thousands)

Amount

% of Revenue

Amount

% of Revenue

Reported gross profit and margin

41,650

43,760

Amortization of intangible assets acquired through business

combinations

3,487

3,153

Equity compensation costs

160

Adjusted gross profit and margin

45,219

47,073

Reconciliation of GAAP Net Loss and Margin to Adjusted EBITDA and Margin

(in thousands, except percentages; unaudited)

Three Months Ended March 31,

2026

2025

Amount

% of Revenue

Amount

% of Revenue

Net loss and margin

(192,354

)

(344

(155,093

)

(262

Interest expense, net

1,332

381

Benefit from income taxes

(3,435

)

(10,886

)

(18

Loss on partial extinguishment of debt

—

507

Depreciation & amortization

13,249

13,817

EBITDA and margin

(181,208

)

(324

(151,274

)

(256

Other income, net (a)

(6,833

)

(12

(19,695

)

(33

Equity-based compensation (b)

5,220

7,319

Transaction, integration, and restructuring expenses (c)

(765

)

1,265

Goodwill impairment (d)

197,219

353

176,531

298

Other non-core items (e)

1,693

560

Adjusted EBITDA and margin

15,326

14,706

(a) Primarily represents foreign exchange and Tax Receivable Agreement liability remeasurement gains and losses.

(b) Equity-based compensation represents non-cash compensation expense recognized in association with equity awards made to employees and directors.

(c) Transaction and integration expenses primarily represent legal, accounting, consulting, and other expenses and fair value adjustments for contingent consideration related to our acquisitions and strategic partnerships, inclusive of an adjustment in the first quarter of 2026 for the favorable settlement of a major data contract that was terminated in 2025 while integrating a prior acquisition. Restructuring expenses relate to the separation benefits tied to our restructuring plans, as well as impairment and restructuring charges related to office closures, relocations, and consolidations.

Three Months Ended March 31,

(in thousands)

2026

2025

Merger and acquisition due diligence and transaction costs

352

1,178

Integration costs

(2,169

)

557

Fair value adjustment for contingent consideration

—

(690

)

Restructuring charges for severance and other separation costs

1,052

Office closure and relocation restructuring charges and impairments

—

192

Total transaction, integration and restructuring expenses

(765

)

1,265

(d) Goodwill impairment represents non-cash, pre-tax, goodwill impairment charges. We experienced declines in our market capitalization as a result of sustained decreases in our stock price, which represented triggering events requiring our management to perform quantitative goodwill impairment tests as of the end of the first quarters of 2026 and 2025. As a result of the impairment tests conducted, we determined that the fair value of our single reporting unit was lower than its carrying value and, accordingly, recorded the impairment charges.

(e) Other non-core items represent expenses driven by events that are typically by nature one-time, non-operational, and/or unrelated to our core operations. These expenses are comprised of non-core legal, regulatory and advisory costs isolated to unique and extraordinary litigation, legal, regulatory, and other matters that are not considered normal and recurring business activity, including professional fees in connection with the evaluation of strategic, financial, tax, and capital structure alternatives. Other non-core items also include consulting fees and severance costs associated with strategic transition initiatives, as well as other non-core items.

Three Months Ended March 31,

(in thousands)

2026

2025

Non-core legal, regulatory, and advisory

1,676

Consulting and severance costs for strategic transition initiatives

168

Other non-core expenses

339

Total other non-core items

1,693

560

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