DH 10-K & 10-Q changes, risk factors and insider trading

Current or future competitors may seek to develop new solutions for more efficiently transforming, cleansing and linking data and creating healthcare commercial intelligence. Such actions may enable a competitor to create a platform that is comparable or superior to ours, that takes substantial market share from us, or that creates or maintains healthcare commercial intelligence at a lower cost than we currently provide. We expect continuous improvements in computer hardware, network operating systems, programming tools, programming languages, large language models (“LLMs”) and A.I.AI technology, operating systems, data matching, data filtering, data predicting and other database technologies and the use of the Internet. These improvements, as well as changes in customer preferences or regulatory requirements, may require changes in the technology used to process and analyze data. Our future success will depend, in part, upon our ability to internally develop and implement new and competitive intelligence modules and features, use third-party technologies to source data effectively, and respond to advances in healthcare commercial intelligence and technology. If we fail to respond to changes in healthcare commercial intelligence or technology, our competitors may be able to develop solutions that will take market share from us, and the demand for our platform, the delivery of our solutions or our market reputation could be adversely impacted, which could have a material adverse effect on our business, financial condition and results of operations.

Our revenue growth has fluctuated in prior periods. You should not rely on the revenue growth of any prior quarterly or annual period as an indication of our future performance. We cannot guarantee that we will increase or sustain our revenue growth rate in future periods. Further, as we operate in a new and rapidly changing market, widespread acceptance and use of our platform is critical to our future growth and success. Our revenue growth has in the past slowed and may in the future slow or our revenue may decline for a number of other reasons, including reduced demand for our platform, increased competition, a decrease in the growth or reduction in size of our overall market, failure to capitalize on growth opportunities, and the impacts to our business from macroeconomic factors such as the Russia-Ukraine war, theregional evolving conflictinstability in Israelthe andMiddle surrounding areas,East, global geopolitical and trade tensions, and morechanges recently,in inflation and highinflation, interest rates, volatility in theand capital markets and related market uncertainty.conditions. Our current and prospective customers are impacted by difficult macroeconomic conditions to varying degrees and as a result, in some cases we are observing deal cycles lengthen for new and existing customers, as well as more stringent approval processes and deferred purchasing decisions, which we expect will impact our growth unless macroeconomic conditions improve.

We have incurred operating losses in the past and may continue to incur net losses in the future. For the year ended December 31, 2024,2025, we had a net loss of $591.4$199.3 million, compared to a net loss of $289.6$591.4 million for the year ended December 31, 2023.2024. We expect our operating expenses to increase in the future as we invest capital to make acquisitions, develop new features, add to our existing intelligence modules and invest in new products and data sources. While in light of macroeconomic conditions we have made efforts to contain our operating expenses, including implementation of restructuring plans (the “Plans”) in the first and third quarters of 2023 and in the first quarter of 2024, such efforts may not achieve the cost savings that we expect. Our efforts to grow our business may be more costly than we expect and we may not be able to increase our revenue enough to offset higher operating expenses. We may not be able to achieve or sustain profitability in subsequent periods and we may incur significant losses in the future for a number of reasons, including the foregoing as well as unforeseen expenses, difficulties, complications and delays, the other risks described in this Annual Report and other unknown events. The amount of any future net losses will depend, in part, on the growth of our future expenses and our ability to generate revenue. If we incur losses in the future, any such future losses will have an adverse effect on our stockholders’ equity and working capital. If we are unable to achieve or sustain profitability, the market price of our Class A Commoncommon Stockstock may significantly decrease and our ability to raise capital, expand our business or continue our operations may be impaired. A decline in the price of our Class A Commoncommon Stockstock may cause you to lose all or part of your investment.

Our ability to compete effectively and to attract new customers and increase revenue from existing customers depends in large part on our ability to continually enhance and improve our platform and the features, intelligence modules and capabilities we offer. It also requires the introduction of compelling new features, intelligence modules and capabilities that reflect the changing nature of our market and available novel technologies (such as A.I.AI technologies) to maintain and improve the quality and value of our platform, which depends on our ability to continue investing in innovation and our successful execution and our efforts to improve and enhance our platform. There can be no guarantee that we will be able to develop, acquire, or integrate such capabilities. The success of any enhancement to our platform depends on several factors, including availability, frequent updates, analytics reflecting current healthcare commercial intelligence, competitive pricing, adequate quality testing, integration with existing technologies and overall market acceptance. Any new features, integrations or capabilities that we develop may not be introduced in a timely or cost-effective manner, may contain errors, failures, vulnerabilities or bugs or may not achieve the market acceptance necessary to generate significant revenue. Maintaining adequate research and product development resources, such as the appropriate personnel and development technology, to meet the demands of the market is essential. Moreover, innovation can be technically challenging and expensive. If we are unable to successfully develop new features, integrations and capabilities to enhance our platform to meet the requirements of current and prospective customers or otherwise gain widespread market acceptance, it could have a material adverse effect on our business, financial condition and results of operations. In addition, the introduction of new services embodying new technologies could render certain of our existing services obsolete.

Moreover, our business is subscription-based, and therefore our customers are not obligated to renew their subscriptions after their existing subscriptions expire, which has occurred in the past and may continue to occur in the future. Customers have also renewed at a lower price, including by choosing to reduce the intelligence modules to which they have access and reducing their number of users, and may continue to do so in the future. Most of our subscriptions are sold for multi-year terms, though some organizations purchase a one-year subscription plan. While our subscription agreements typically provide for automatic renewal, our customers have, and may continue to, opt-out of automatic renewal and customers have no obligation to renew a subscription after the expiration of the term. Our customers may or may not renew their subscriptions as a result of a number of factors, including their satisfaction or dissatisfaction with our platform, decreases in the number of users at the organization, our pricing or pricing structure, the pricing or capabilities of the products and services offered by our competitors, the effects of economic conditions (including as a result of general economic downturns and difficult macroeconomic conditions) or reductions in our paying customers’ spending levels. Our contracts typically require advance notice to terminateterminate, aunless contractwe are the party in the absence of a default by the Company.default. In addition, our customers have in the past, and may continue to in the future, renew for shorter contract lengths if they were previously on multi-year contracts or switch to lower cost offerings of our platform. Our attrition rates have, and may continue to, increase or fluctuate as a result of a number of factors, including customer dissatisfaction with our services, customers’ spending levels, mix of customer base, decreases in the number of users at our customers, competition, pricing increases or changing or deteriorating general economic conditions. If customers do not renew their subscriptions or renew on less favorable terms, we fail to add more users, or if we fail to expand subscriptions of existing customers, our revenue may decline or grow less quickly than anticipated and we may not be able to achieve our anticipated LTV from our customer relationships, which could have a material adverse effect on our business, financial condition and results of operations.

Our use of A.I.,AI, and the integration of A.I.AI with our products and services, may not be successful and may present business, compliance, and reputational challenges which could lead to operational or reputational damage, competitive harm, and additional costs.

We leverage the use of A.I.AI in the provision of our solutions and anticipate the use of A.I.AI to grow. As with many developing technologies, A.I.AI presents risks and challenges that could affect its further development, adoption, and use, and therefore our business. A.I.AI algorithms may be flawed. Datasets may be insufficient, of poor quality, or contain biased information. If the recommendations, forecasts, analyses, or results that A.I.AI applications assist in producing are deficient or inaccurate, we could be subjected to competitive harm, potential legal liability, and brand or reputational harm. Some A.I.AI scenarios present ethical issues. Though our business practices are designed to mitigate many of these risks, if we enable or offer A.I.AI solutions that are controversial because of their purported or real impact on human rights, data privacy, employment, or other social issues, we may experience brand or reputational harm.

Furthermore, our competitors, customers, or other third parties may incorporate A.I.AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively. If any third-party A.I.AI tools are trained using or otherwise leverage any of our proprietary data or data sets, our competitive advantage may be impaired, and our ability to commercialize our own A.I.AI tools or such data and data sets may be undermined, damaging our operations and business.

As part of our business strategy, we make investments in, or acquisitions of, complementary businesses, solutions, databases and technologies, and we expect that we will continue to make such investments and acquisitions in the future to further grow our business and our platform. For example, in July 2023, we completed our acquisition of Populi, a provider-focused data and analytics company that works with healthcare organizations to optimize physician relationships, reduce network leakage, and expand market share, and are in the process of integrating Populi’s business with ours.

Any of these risks could harm our business. In addition, to facilitate these acquisitions or investments, we may seek additional equity or debt financing, which may not be available on terms favorable to us or at all, including in light of difficult macroeconomic conditionsconditions, sucheven as high interest rates and volatilityinflation have recently eased, as well as fluctuations in the capital markets, and may affect our ability to complete subsequent acquisitions or investments and increase the risks of owning our Class A Commoncommon Stock.stock. For example, if we finance acquisitions by issuing equity or convertible debt securities or loans, our existing stockholders may be diluted, or we could face constraints related to the terms of, and repayment obligation related to, the incurrence of indebtedness that could affect the market price of our Class A Commoncommon Stock.stock.

Our success depends largely upon the continued services of our executive officers and other key employees. We rely on our leadership team in the areas of sales and marketing, product development, strategy and corporate development and network development. From time to time, there have been and may in the future be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. For example, we have recently experienced significant management turnover, including our appointment of Kevin Coop as our Chief Executive Officer. Additionally, followingin discussionsNovember regarding2024, thewe scopeannounced ofthat theour role offormer Chief Financial Officer, Richard Booth, the Company’s Chief Financial Officer, and the Company agreed that Mr. Booth willwould be leaving the Company effective June 1, 2025. After a thorough search process, our boardBoard of(the directors“Board”) appointed Casey Heller, our currentformer Senior Vice President of Finance, to the role of Chief Financial Officer effective on June 2, 2025. While we seek to manage thesesuch transitions carefully, including by establishing strong processes and procedures and succession planning, such changes may result in a loss of institutional knowledge and cause disruption to our business. The loss of one or more of our executive officers or key employees could have a material adverse effect on our business, financial conditioncondition, and results of operations.

Our Monocl and AW (as defined below) businesses create exposure to risks inherent in international operations. Any new markets or countries into which we attempt to sell subscriptions to our platform may not be as receptive to our solutions as we anticipate. It is costly to establish, develop and maintain international operations and develop and promote our platform in international markets. A significant increase in international customers or an expansion of our operations into other countries would create additional risks and challenges which could have a material adverse effect on our business, financial condition and results of operations.

In light of recent macroeconomic conditions, we have made, and will continue to make, judgments as to whether we should further reduce, relocate or otherwise change our workforce. For example, in January 2024, we took certain actions to reduce our global headcount by 154 employees.employees, which resulted in pre-tax cash restructuring and related charges of approximately $8.1 million incurred during fiscal year 2024, consisting primarily of severance payments, employee benefits, and related cash expenses, as well as non-cash stock-based compensation charges related to the vesting of share-based awards for employees who were terminated. This reduction in force, and any other future reductions, and the attrition that may occur following them, result in the loss of institutional knowledge and expertise and the reallocation and combination of certain roles and responsibilities across the organization, all of which could adversely affect our operations. These restructurings and other additional measures we might take to reduce costs could strain our workforce, divert management attention, yield attrition beyond our intended reduction in force, reduce employee morale, cause us to delay, limit, reduce or eliminate certain development plans or otherwise interfere with our ability to operate and grow our business effectively, each of which could have an adverse impact on our business, operating results, and financial condition. Charges and costs incurred in connection with workforce reduction efforts may be significant and higher than estimated. In connection with these actions, we incurred pre-tax cash restructuring and related charges of approximately $8.1 million during the year ended December 31, 2024, consisting primarily of severance payments, employee benefits, and related cash expenses, as well as non-cash stock-based compensation charges related to the vesting of share-based awards for employees who were terminated. We may not complete the current or any future restructuring activities on the anticipated timetable, and even if successfully completed, we may not achieve the anticipated cost savings, operating efficiencies or other benefits of such activities.

Global geopolitical and trade tensions may also be disruptive to our business, including as a result of the military conflict between Russia and Ukraine and theregional evolving conflictinstability in Israelthe andMiddle surrounding areas.East. The sanctions announced by the U.S. and other countries against Russia to date include restrictions on selling or importing goods, services or technology in or from affected regions and travel bans and asset freezes impacting connected individuals and political, military, business and financial organizations in Russia. The U.S. and other countries could impose wider sanctions and take other actions should the conflict further escalate. It is not possible to predict the broader consequences of these conflicts, which have included or could include further sanctions, embargoes, regional instability, prolonged periods of higher inflation, geopolitical shifts, and adverse effects on macroeconomic conditions, currency exchange rates and financial markets, all of which could have a material adverse effect on our business, financial condition and results of operations.

In the ordinary course of business, including when we provide our solutions to customers, we collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share (collectively, “process”) personal data and other sensitive information, including proprietary and confidential business data, trade secrets, intellectual property, sensitive third-party data, business plans, transactions, and financial information (collectively, “sensitive data”). As a result, our business, brand, reputation and ability to attract and retain customers depends upon the satisfactory performance, reliability, and availability of our platform and solutions. Cyber-attacks, malicious internet-based activity, online and offline fraud, and other similar activities threaten the confidentiality, integrity, and availability of our sensitive data and information technology systems, and those of the third parties with whom we work. Such threats are prevalent and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states, and nation-state-supported actors.

It may be difficult and/or costly to detect, investigate, mitigate, contain, and remediate a security incident. Our due diligence efforts to do so may not be successful. Actions taken by us or the third parties with whom we work to detect, investigate, mitigate, contain, and remediate a security incident could result in outages, data losses, and disruptions of our business. Threat actors may also gain access to other networks and systems after a compromise of our networks and systems.

Further, our platform utilizes certain A.I.AI technology to provide services, and this technology is integrated into the platform, making us susceptible to additional cybersecurity threats. Additionally, confidential and sensitive data of the Company and our customers may be leaked, disclosed, or revealed as a result of or in connection with our employees’, personnel’s, or vendors’ use of A.I.AI technologies.

Furthermore, because zero-day vulnerabilities and the techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and often are not recognized until launched against a target, we have in the past been, and may in the future be, unable to anticipate these techniques or implement adequate preventative measures. We may also experience security breaches that may remain undetected for an extended period, due to, among other things, the breadth and complexity of our operations and the high volume of transactions that we process, the large number of customers, counterparties and third party service providers with which we do business, the proliferation and increasing sophistication of cyber-attacks, and the possibility that a third party, after establishing a foothold on an internal network without being detected, might obtain access to other networks and systems.

While we have implemented security measures designed to protect against security incidents, there can be no assurance that these measures will be effective. We use industry best practices and tools and we take steps designed to detect, mitigate, and remediate vulnerabilities in our information systems (such as our hardware and/or software, including that of third parties upon which we rely). We have not and may not in the future, however, detect and remediate all such vulnerabilitiesvulnerabilities, including on a timely basis. Further, we have experienced, and may in the future experience, delays in developing and deploying remedial measures and patches designed to address identified vulnerabilities.

Our customers use our solutions to understand and navigate the healthcare ecosystem. As a result, we process sensitive data that subjects us to a variety of laws, regulations, guidance, industry standards, external and internal privacy and security policies, contractual requirements, and other obligations relating to data privacy and security. In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, data privacy laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), and other similar laws (e.g., wiretapping laws). These laws and regulations are constantly evolving and may be interpreted, applied, created, or amended in a manner that could harm our current or future business and operations. Implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet determine the impact future laws, regulations, standards, or perception of their requirements may have on our business. This evolution creates uncertainty in our business and may affect our ability to operate in certain jurisdictions or to process personal data, necessitate the acceptance of more onerous obligations in our contracts, or result in liability or impose additional costs on us. These laws, regulations, and other obligations may also be interpreted and applied inconsistently from jurisdiction to jurisdictionjurisdiction, which may make compliance difficult or impossible in certain circumstances.

Our platform involves use and disclosure of de-identified data, which must be de-identified in accordance with applicable laws, including Health Insurance Portability and Accountability Act (“HIPAA”).HIPAA. Certain states have signed into law or are intending to enact laws governing the use and disclosure of such de-identified information, and there is some uncertainty regarding those laws’ conformity with the HIPAA de-identification standards. Compliance with state laws could require additional investment and management attention and may subject us to significant liabilities if we do not comply appropriately with new and potentially conflicting regulations. If there is a future change in law, we may also face limitations on our ability to use de-identified information that could harm our business. There is also a risk that the third-party vendors that provide our data sets may fail to properly de-identify protected health information (“PHI”) under HIPAA or applicable state laws, some of which impose different standards for de-identification than those imposed by HIPAA. There is also a risk that customers and third-party vendors who are subject to HIPAA and interface with us may misunderstand the limits of our ability to conform to HIPAA given our posture that we remain outside of the HIPAA regulation by virtue of de-identifyingthe ourfact we generally process de-identified data, and may expose us inadvertently to PHI that we need to then make efforts to excise from our systems. We are also required to ensure that such information remains de-identified and our failure to do so could result in non-compliance with privacy laws and contractual obligations.

Further, our (and our employees’ and personnels’) use of A.I.AI technologies, and the disclosure and use of personal data in A.I.AI technologies, is subject to various laws and evolving regulations regarding the use of A.I.,AI, controlling for data bias, and antidiscrimination. For example, due to inaccuracies or flaws in the inputs, outputs, or logic of the A.I.,AI, the model could be biased and could lead us to make decisions that could bias certain individuals (or classes of individuals), and adversely impact their rights, employment, and ability to obtain certain pricing, products, services, or benefits. Several jurisdictions around the globe, including Europe and certain U.S. states, have proposed enacted, or are considering laws governing the development and use of A.I.AI technologies, such as the EU’s AI Act, and we expect other jurisdictions will adopt similar laws. Furthermore, the Federal Trade Commission (“FTC”) enforces consumer protection laws such as Section 5 of the FTC Act, the Fair Credit Reporting Act, and the Equal Credit Opportunity Act, which prohibit unfair and deceptive practices, including use of biased algorithms in AI. These obligations may make it harder for us to conduct our business using A.I.AI technologies, lead to regulatory fines or penalties, require us to change our business practices, retrain our A.I.AI technologies, or prevent or limit our use of A.I.AI technologies. For example, the FTC has required other companies to turn over (or disgorge) valuable insights or trainings generated through the use of A.I.AI where they allege the company has violated privacy and consumer protection laws. If we cannot use A.I.AI technologies or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage.

Numerous U.S. states have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data. As applicable, such rights may include the right to access, correct, or delete certain personal data, and to opt-out of certain data processing activities, such as targeted advertising, profiling, and automated decision-making. The exercise of these rights may impact our business and ability to provide our products and services. Certain states also impose stricter requirements for processing certain personal data, including sensitive data, such as further requirements for explicit opt-in consent in some cases, as well as conducting data privacy impact assessments. These state laws allow for statutory fines for non-compliance. For example, the California Consumer Privacy Act of 2018, (“CCPA”),CCPA, applies to personal data of consumers, business representatives, and employees who are California residents, and requires businesses to provide specific disclosures in privacy notices and honor requests of such individuals to exercise certain privacy rights. The CCPA provides for fines for intentional violations and may allow private litigants affected by certain data breaches to recover significant statutory damages. Many similar laws have been proposed or enacted at the federal, state and local levels, and we expect more states to pass similar laws in the future. Further, some of these laws allow authorized agents or third parties to act on behalf of individuals who wish to exercise their privacy rights. In some cases, the legislation has made it easier for such third-party agents to provide evidence of their authority to make the necessary request (e.g., by use of a signed permission slip). This factor has contributed to a substantial increase in the volume of third party, authorized agent requests with associated risks, including potential risks to our systems, in the case of large volumes of requests, resources, and compliance costs. The designated response time for privacy requests is relatively short in certain jurisdictions resulting in great administrative and compliance challenges.

Furthermore, our business relies on the acquisition and sale of data, including data obtained from third-party data suppliers. The acquisition and sale of data from or to third parties has become subject to increased regulatory scrutiny. Therefore, obtaining and selling data from third parties carries risk to us as a data purchaser and reseller. For example, as a data supplier, we are currently required to register as a data broker under California, Oregon, Texas, and Vermont law and file reports with regulators, which exposes us to increased scrutiny. Additionally, California’s Delete Act requires the California Privacy Protection Agency (“CPPA”) to establish, by January 1, 2026, a mechanism to allow California consumers to submit a single, verifiable request to delete all of their personal data held by all registered data brokers and their service providers. Moreover, third-party data suppliers have recently been subject to increased litigation under various claims of violating certain state privacy laws. These laws and challenges may make it so difficult for us and our suppliers to provide the data and the costs associated with the data materially increase or may materially decrease the availability of data that we or our data suppliers can provide.

Additionally, under various privacy laws and other obligations, we may be required to obtain certain consents to process personal data. For example, some of our information processing practices may be challenged under wiretapping laws, if we obtain consumer information from third parties through various methods, including chatbot and session replay providers, or via third-party marketing pixels. These practices may be subject to increased challenges by class action plaintiffs. Our inability or perceived failure to obtain consent for these practicespractices, for example due to compliance with other legal requirements, could result in adverse consequences, including class action litigation and mass arbitration demands.

WeDue to legal interpretation, we may be deemed, or may become, subject to new laws governing the privacy of consumer health data, includingincluding, but not limited to, reproductive, sexual orientation, and gender identity privacy rights. For example, Washington’s My Health My Data Act (“MHMD”) broadly defines consumer health data, places restrictions on processing consumer health data (including imposing stringent requirements for consents), provides consumers certain rights with respect to their health data, and creates a private right of action to allow individuals to sue for violations of the law. Other statesstates, aresuch consideringas Nevada and mayConnecticut, adopthave enacted similar laws.laws, and such laws may be enacted in other states in the future.

We are, or may become, subject to foreign laws, regulations, and industry standards that govern data privacy and security, such as the EU GDPR, the United Kingdom (“UK”) GDPR, Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”),Act, and China’s Personal Information Protection Law (“PIPL”),Law, Brazil’s General Data Protection Law (Lei Geral de Proteção de Dados Pessoais, or “LGPD”Pessoais) (Law No. 13,709/2018), India’s Information Technology Act and supplementary rules, and other foreign data privacy, security, data localization and similar national, state/provincial and local laws which impose strict requirements for processing personal data. For example, under GDPR, companies may face temporary or definitive bans on data processing and other corrective actions; fines of up to 20 million Euros under the EU GDPR, 17.5 million pounds sterling under the UK GDPR or, in each case, 4% of annual global revenue, whichever is greater; or private litigation related to processing of personal data brought by classes of data subjects or consumer protection organizations authorized at law to represent their interests. Because our EU subsidiary, Monocl AB,AB (“Monocl”), operates under a Swedish publishing certificate (database protection) issued in accordance with Swedish national law, such processing of personal data by our EU subsidiary comes under the Swedish constitutional protection enshrining the principle of transparency and freedom of expression and consequently falls within the scope of Article 85 EU GDPR and is therefore exempt from certain core provisions of the EU GDPR. Legal challenges against the general right to publish personal data based on the publishing certificate and consequent exemption from the GDPR, if upheld, may potentially result in the exemption being deemed invalid in certain circumstances. Further the Swedish database protectionprotection, which offers our subsidiary the right to rely on the Article 85 journalistic exemption, is traditionally granted to news and media outlets and publications. GivenThe publishing certificate has recently been renewed, however, given the adjustments in our business and other actual or potential commercial changes, it may be the case that the authority issuing the publishing certificate may not grant a renewal when the existing certificate expires. In such casecase, alternative legal grounds for processing personal data subject to the GDPR and otherrelated privacy laws, will need to be established. This may impact our current data collection practices and could restrict our ability to collect, process and share personal data in certain products.

In addition, we may be unable to transfer personal data from Europe and other jurisdictions to the United States or other countries due to data localization requirements or limitations on cross-border data flows. Europe and other jurisdictions have enacted laws requiring data to be localized or limiting the transfer of personal data to other countries. In particular, the European Economic Area (“EEA”), and the United Kingdom (“UK”) have significantly restricted the transfer of personal data to the United States and other countries whose privacy laws it generally believes are inadequate. Other jurisdictions may adopt or have already adopted similarly stringent data localization and cross-border data transfer laws. Although there are currently various mechanisms that may be used to transfer personal data from the EEA and UK to the United States in compliance with law, such as the EEA’s standard contractual clauses, the UK’s International Data Transfer Agreement / Addendum, and the EU-U.S. Data Privacy Framework (the “Framework”) and the UK extension thereto (which allows for transfers to relevant U.S.-based organizations who self-certify compliance and participate in the Framework), these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United States. If there is no lawful manner for us to transfer personal data from the EEA, the UK or other jurisdictions to the United States, or if the requirements for a legally-compliant transfer are too onerous, we could face significant adverse consequences, including the interruption or degradation of our operations, the need to relocate part of or all of our business or data processing activities to other jurisdictions (such as Europe) at significant expense, increased exposure to regulatory actions, substantial fines and penalties, the inability to transfer data and work with partners, vendors and other third parties, and injunctions against our processing or transferring of personal data necessary to operate our business. Additionally, companies that transfer personal data out of the EEA and UK to other jurisdictions, particularly to the United States, are subject to increased scrutiny from regulators, individual litigants, and activist groups. Some European regulators have ordered certain companies to suspend or permanently cease certain transfers of personal data out of Europe for allegedly violating the EU GDPR’s cross-border data transfer limitations.

In addition, legislative proposals and present laws and regulations regulate the use of cookies and other tracking technologies, electronic communications, and marketing. For example, in the EEA and the UK, regulators are increasingly focusing on compliance with requirements related to the targeted advertising ecosystem. European regulators have issued significant fines in certain circumstances where the regulators alleged that appropriate consent was not obtained in connection with targeted advertising activities. It is anticipated that the ePrivacye-Privacy Regulation and national implementing laws will replace the current national laws implementing the ePrivacy Directive, which may require us to make significant operational changes. In the United States, the CCPA, for example, grants California residents the right to opt-out of a company’s sharing of personal data for advertising purposes in exchange for money or other valuable consideration, and requires covered businesses to honor user-enabled browser signals from the Global Privacy Control.

Understanding and implementing such state and country specific certifications on top of our security certifications could require additional investment and management attention and may subject us to significant liability if we do not comply with particular requirements. Compliance with global privacy obligations has and will continue to require valuable management and employee time and resources, and failure to comply with these regulations could include severe penalties and could reduce demand for our solutions. Any failure or perceived failure by us to comply with federal, state or foreign laws or regulation, our internal policies and procedures or our contracts governing our processing of personal data could result in negative publicity, government investigations and enforcement actions, claims by third parties and damage to our reputation, any of which could have a material adverse effect on our reputation, business, financial condition and results of operations.

Obligations related to data privacy and security (and consumers’ data privacy expectations) are quickly changing, becoming increasingly stringent, and creating uncertainty. Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or conflict among jurisdictions. Preparing for and complying with these obligations requires us to devote significant resources, which may necessitate changes to our services, information technologies, systems, and practices and to those of any third parties that process personal data on our behalf. Due to a myriad of state and international legal requirements allowing consumers to exercise their privacy rights, consumer data subject access requests (“DSARs”) are numerous, often complex, and require significant attention and resources in order for us to comply. In addition, access, delete, opt out, or other DSARs can be brought by authorized agents who act on behalf of consumers. Though we take consumer privacy requests seriously and endeavor to respond appropriately, disagreements with authorized agents in terms of the nature or form of their requests, and/or actual or perceived failure to comply with consumer requests, may result in regulatory complaints, civil liability, negative publicity, damage to our reputation, and similarly unfavorable consequences.

Additionally, Populi participates in the Centers for Medicare & Medicaid Services (“CMS”) Qualified Entity Certification Program (“QECP”) as a qualified entity and is subject to the QECP participant requirements. Failure to comply with such requirements could result in removal from the QECP and penalties.

Our success is dependent, in part, upon protecting our proprietary information and technology including our trade secrets and other unregistered intellectual property, which our competitors could use to market and deliver similar solutions, decreasing the demand for our platform. We may be unsuccessful in adequately protecting the proprietary aspects of our technology and solutions such as our proprietary software and databases. To protect our intellectual property rights, we primarily rely upon trade secret protection, including by entering into confidentiality and non-disclosure agreements, and other contractual arrangements, along with copyright law, rather than on registered intellectual property such as patents, registered copyrights or registered trademarks. No assurance can be given that confidentiality, non-disclosure, or invention assignment agreements with employees, consultants or other parties will not be breached and will otherwise be effective in controlling access to and distribution of our platform, or certain aspects of our platform and proprietary information. While it is our policy to require our employees, contractors, and other partners who may be involved in the development of intellectual property for us to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party that develops intellectual property that we regard as ours. Additionally, any such assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. Further, we cannot guarantee that we have entered into such agreements with each party that has or may have had access to our trade secrets, confidential information, software (including our A.I.AI tools), or other proprietary technology. Further, these confidentiality, non-disclosure, or invention assignment agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our platform. Additionally, certain unauthorized use of our intellectual property may go undetected, or we may face legal or practical barriers to enforcing our legal rights even where unauthorized use is detected.

Further, third parties may misappropriate our data or data analytics through website scraping, robots, or other means and aggregate and display this data or data analytics on their websites. Customers or partners may impermissibly retain our data in breach of our agreements with them, including past the expiration or termination of such agreements, and use our data or data analytics for purposes outside of the scope of our engagement with them. In addition, “copycat” websites may misappropriate data or data analytics on our website or platform and attempt to imitate our brands or the functionality of our website or platform. We may not be able to detect all such copycats in a timely manner and, even if we could, technological and legal measures available to us may be insufficient to stop their operations and the misappropriation of our data or data analytics. In addition, third parties that provide A.I.AI products and services, including some which are publicly available, may have trained A.I.AI tools or technology from our data without our consent and it may be difficult to enforce our copyrights and other intellectual property rights in connection with such unauthorized use, which could reduce demand for our products and services. Any measures that we may take to enforce our rights could require us to expend significant financial or other resources.

In addition, additional taxes, fees or other charges have been imposed and may, in the future, be imposed for Internet access or commerce conducted via the Internet. Internet access is frequently provided by companies that have significant market power and could take actions that degrade, disrupt or increase the cost of our customers’ use of our platform, which could negatively impact our business. Federal, state, or foreign governmental bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the internet as a commercial medium, including with respect to the adoption and repeal of “net neutrality” rules. For example, net neutrality rules, which were designed to ensure that all online content is treated the same by Internet service providers and other companies that provide broadband services, were adopted by the Federal Communications Commission (“FCC”) on May 7, 2024, but those rules were overturned by the U.S. Court of Appeals for the Sixth Circuit on January 2, 2025. Changes to the party in control of the U.S. presidency, Congress, statehouses, or state legislatures may create at least the possibility that those law makers may enact laws or regulations on net neutrality, though the prospects for such actions are uncertain. Certain states have adopted or are adopting or considering legislation or executive actions that would regulate the conduct of broadband providers. California’s net neutrality law took effect in 2021, and a similar law in Vermont is subject to a pending challenge but went into effect on April 20, 2022. In addition, legislation to impose state-level net neutrality requirements has been proposed in New York. We cannot predict whether future FCC net neutrality rules or other state initiatives will be enforced, modified, overturned, or vacated by legal action of a court, federal legislation, or the FCC. In addition, the status of state regimes may be affected by FCC action. Future repeals of the net neutrality rules or the failure to adopt such rules in the states could force us to incur greater operating expenses or our customers’ use of our platform could be adversely affected, either of which could harm our business and results of operations.

Regulatory and legislative developments related to the use of A.I.AI could adversely affect our use of such technologies in our products, services, and business and expose us to legal and regulatory risks.

The regulatory framework for A.I.AI and similar technologies is changing rapidly. New laws and regulations, or the interpretation of existing laws and regulations, in any of the jurisdictions in which we operate may affect our ability to leverage A.I.AI and may expose us to legal and regulatory risks, government enforcement, or civil suits and may result in increases in our operational and development expenses that impact our ability to develop, earn revenue from, or utilize any products or services incorporating A.I.AI Furthermore, if we cannot use A.I.AI or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage. We may not be able to adequately anticipate or respond to these evolving laws and regulations, and we may need to expend additional resources to adjust our products or services in certain jurisdictions if applicable legal frameworks are inconsistent across jurisdictions. Because these technologies are rapidly developing, it is not possible to predict all of the legal or regulatory risks that may arise relating to our use of such technologies. The costs related to any litigation and to comply with such laws or regulations could be significant and would increase our operating expenses, which could adversely affect our business, financial condition, and results of operations.

States and some local taxing jurisdictions have differing rules and regulations governing sales and use taxes, and these rules and regulations are subject to varying interpretations that may change over time. The application of federal, state, local and foreign tax laws to services provided electronically is unclear and continually evolving. In particular, the applicability of sales taxes to our platform in various jurisdictions is unclear. For example, during the quarter endedin June 30, 2023, we determined that sales in certain states were subject to sales tax and that we had not assessed such sales tax on sales of our services to customers. As a result, we entered into voluntary disclosure agreements with the applicable jurisdictions, which were settled as of December 31, 2024.2024, and also established new controls and procedures over the collection, control, and subsequent monitoring of applicable documentation of exempt status from customers in affected jurisdictions.

We have a significant amount of goodwill and intangible assets on our balance sheet, and our results of operations may be adversely affected if we fail to realize the full value of our goodwill and intangible assets. Our balance sheet reflects goodwill of $393.3$197.2 million and $1.1$393.3 billionmillion as of December 31, 20242025 and 2023,2024, respectively, and intangible assets, net of accumulated amortization, of $297.9$247.5 million and $323.1$297.9 million as of December 31, 20242025 and 2023,2024, respectively. In accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), goodwill and intangible assets with an indefinite life are not amortized but are subject to a periodic impairment evaluation. Goodwill and acquired intangible assets with an indefinite life are tested for impairment at least annually or when events and circumstances indicate that fair value of a reporting unit may be below their carrying value. Acquired intangible assets with definite lives are amortized on a straight-line basis over the estimated period over which we expect to realize economic value related to the intangible asset. In addition, we review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset might not be recoverable. If indicators of impairment are present, we evaluate the carrying value in relation to estimates of future undiscounted cash flows. Our ability to realize the value of the goodwill and intangible assets will depend on the future cash flows of the businesses we have acquired, which in turn depend in part on how well we have integrated these businesses into our own business. Judgments made by management relate to the expected useful lives of long-lived assets and our ability to realize undiscounted cash flows of the carrying amounts of such assets. The accuracy of these judgments may be adversely affected by several factors, including significant:

WeOver the past three years, we have recently experienced declines in our market capitalization as a result of sustained decreases in our stock price, which resulted in goodwill impairment charges of $196.1 million, $688.9 millionmillion, and $287.4 million during the years ended December 31, 20242025, 2024, and 2023, respectively. Refer to Note 9.10. Goodwill and Intangible Assets to our accompanying consolidated financial statements for further information. Our reporting unit is at risk of future goodwill impairments if we again experience a continued decline in our market capitalization or if macroeconomic conditions worsen, which could represent potential indicators of impairment requiring further impairment analysis in 2025.2026. We continue to monitor for potential impairment should impairment indicators arise. If actual results in our single reporting unit are substantially lower than the projections used in our valuation methodology, or if market discount rates substantially increase or our market capitalization substantially decreases, then our future valuations could be adversely affected. We could be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined, negatively impacting our results of operations.

Our ability to comply with these covenants under the 2021 Credit Agreement may be affected by events beyond our control, including prevailing economic, financial and industry conditions. The breach of any of these covenants could result in an event of default, which would permit Bank of America, N.A. (the “Administrative Agent”) or the specified threshold of lenders to declare all outstanding debt to be due and payable, together with accrued and unpaid interest. Our obligations under the 2021 Credit Agreement are secured by liens on substantially all of our assets, subject to agreed-upon exceptions. Any default by us under the 2021 Credit Agreement could have a material adverse effect on our business, financial condition and results of operations.

We are a holding company, and our principal asset is our 74.3%73.1% ownership interest in Definitive OpCo, and we are accordingly dependent upon distributions from Definitive OpCo to pay dividends, if any, and taxes, make payments under the Tax Receivable AgreementTRA and pay other expenses.

We are a holding company and our principal asset is our ownership of 74.3%73.1% of the outstanding LLC Units (as of December 31, 20242025), exclusive of unvested LLC Units.. We have no independent means of generating revenue. We anticipate that Definitive OpCo will continue to be treated as a partnership for U.S. federal and applicable state and local income tax purposes and, as such, will generally not be subject to entity-level U.S. federal and applicable state and local income tax. Instead, the taxable income of Definitive OpCo is allocated among its members, including us. Accordingly, we incur income taxes on our allocable share of any taxable income of Definitive OpCo. We also incur expenses related to our operations, and have obligations to make payments under the Tax Receivable Agreement.TRA. As the sole managing member of Definitive OpCo, we intend to cause Definitive OpCo to make distributions to the holders of LLC Units in amounts sufficient to (i) cover all of the income taxes payable by holders of LLC Units (including us) on such holders’ respective allocable shares of the taxable income of Definitive OpCo, (ii) allow us to make any payments required under the Tax Receivable Agreement,TRA, (iii) fund dividends to our stockholders in accordance with our dividend policy, to the extent that our board of directorsBoard declares such dividends and (iv) pay our expenses.

Under the Amended LLC Agreement, Definitive OpCo is required from time to time to make pro rata distributions in cash to us and the other holders of LLC Units at certain assumed tax rates in amounts that are intended to be sufficient to cover the income taxes payable on our and the other LLC Unit holders’ respective allocable shares of the taxable income of Definitive OpCo. As a result of (i) potential differences in the amount of taxable income allocable to us and the other LLC Unit holders, (ii) the lower tax rate applicable to corporations than individuals and (iii) the use of an assumed tax rate (based on the tax rate applicable to individuals) in calculating Definitive OpCo’s distribution obligations, we may receive tax distributions significantly in excess of our tax liabilities and obligations to make payments under the Tax Receivable Agreement.TRA. Our board of directors,Board, in its sole discretion, will make any determination from time to time with respect to the use of any such excess cash so accumulated, which may include, among other uses, funding repurchases of Class A Commoncommon Stock,stock, acquiring additional newly issued LLC Units from Definitive OpCo at a per unit price determined by reference to the market value of the Class A Commoncommon Stock,stock, paying dividends, which may include special dividends, on its Class A Commoncommon Stock,stock, or any combination of the foregoing. We will have no obligation to distribute such cash (or other available cash other than any declared dividend) to our stockholders. To the extent that we do not distribute such excess cash as dividends on our Class A Commoncommon Stockstock or otherwise take ameliorative actions between LLC Units and shares of Class A Commoncommon Stockstock and instead, for example, hold such cash balances, holders of our LLC Units (other than Definitive Healthcare Corp.) may benefit from any value attributable to such cash balances as a result of their ownership of Class A Commoncommon Stockstock following a redemption or exchange of their LLC Units, notwithstanding that such holders of our LLC Units (other than Definitive Healthcare Corp.) may previously have participated as holders of LLC Units in distributions by Definitive OpCo that resulted in such excess cash balances at Definitive Healthcare Corp.

Our organizational structure, including the Tax Receivable Agreement,TRA, confers certain benefits upon the TRA Parties that will not benefit holders of our Class A Commoncommon Stockstock to the same extent that it will benefit the TRA Parties. The Tax Receivable AgreementTRA with the TRA Parties requires Definitive Healthcare Corp. to make cash payments to TRA Parties in respect of certain tax benefits to which it may become entitled, and we expect that such payments will be substantial.

Our organizational structure, including the Tax Receivable Agreement,TRA, confers certain benefits upon the TRA Parties that will not benefit the holders of Class A Commoncommon Stockstock to the same extent that it will benefit the TRA Parties. Although Definitive Healthcare Corp. holds 15% of the amount of such tax benefits, this and other aspects of our organizational structure may adversely impact the future trading market for our Class A Commoncommon Stock.stock. Under the Tax Receivable Agreement,TRA, we are required to make cash payments to the TRA Parties equal to 85% of the tax benefits, if any, that Definitive Healthcare Corp. actually realizes, or in certain circumstances are deemed to realize, as a result of (i) certain tax attributes that Definitive Healthcare Corp. acquired from the Blocker Companies, (ii) certain tax basis adjustments resulting from (a) acquisitions by Definitive Healthcare Corp. of LLC Units from existing holders and (b) future redemptions or exchanges of LLC Units by holders of LLC Units for Class A Commoncommon Stockstock or other consideration and (iii) certain payments made under the Tax Receivable Agreement.TRA. The payment obligations under the Tax Receivable AgreementTRA are obligations of Definitive Healthcare Corp. and we expect that the amount of the cash payments that we are required to make under the Tax Receivable AgreementTRA will be significant. Any payments made by Definitive Healthcare Corp. to the TRA Parties under the Tax Receivable AgreementTRA will not be available for reinvestment in our business and will generally reduce the amount of overall cash flow that might have otherwise been available to us. The payments under the Tax Receivable AgreementTRA are not conditioned upon continued ownership of us by the exchanging TRA Parties. Furthermore, Definitive Healthcare Corp.’s future obligation to make payments under the Tax Receivable AgreementTRA could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that are the subject of the Tax Receivable Agreement.TRA.

In certain cases, payments under the Tax Receivable AgreementTRA to the TRA Parties may be accelerated or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.TRA.

The Tax Receivable AgreementTRA provides that upon certain mergers, asset sales, other forms of business combinations or other changes of control, upon a breach of any of our material obligations under the Tax Receivable AgreementTRA or if, at any time, we elect an early termination of the Tax Receivable Agreement,TRA, then our obligations, or our successor’s obligations, under the Tax Receivable AgreementTRA to make payments will accelerate. The accelerated payments required in such circumstances will be calculated by reference to the present value (at a discount rate equal to LIBOR plus 100 basis points or a replacement rate) of all future payments that TRA Parties or other recipients would have been entitled to receive under the Tax Receivable Agreement,TRA, and such accelerated payments and any other future payments under the Tax Receivable AgreementTRA will be based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement.TRA.

As a result of the foregoing, we could be required to make payments under the Tax Receivable AgreementTRA that are greater than the specified percentage of any actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement,TRA, and we could be required to make payments under the Tax Receivable AgreementTRA significantly in advance of the actual realization, if any, of such future tax benefits. In these situations, our obligations under the Tax Receivable AgreementTRA could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. There can be no assurance that we will be able to fund or finance our obligations under the Tax Receivable Agreement.TRA.

The acceleration of payments under the Tax Receivable AgreementTRA in the case of certain changes of control may impair our ability to consummate change of control transactions or negatively impact the value received by owners of our Class A Commoncommon Stock.stock.

In the case of certain changes of control, payments under the Tax Receivable AgreementTRA will be accelerated and may significantly exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.TRA. We expect that the payments that we may make under the Tax Receivable AgreementTRA in the event of a change of control willmay be substantial. As a result, our accelerated payment obligations and/or the assumptions under the Tax Receivable AgreementTRA in the case of a change of control may impair our ability to consummate change of control transactions or negatively impact the value received by owners of our Class A Commoncommon Stockstock in a change of control transaction.

We will not be reimbursed for any payments made to the TRA Parties under the Tax Receivable AgreementTRA in the event that any tax benefits are disallowed.

Payments under the Tax Receivable AgreementTRA will be based on the tax reporting positions that we determine, and the U.S. Internal Revenue Service, or the IRS, or another taxing authority may challenge all or part of the tax basis increases or other tax benefits that we claim, as well as other related tax positions we take, and a court could sustain such challenge. If the outcome of any such challenge would reasonably be expected to materially affect a recipient’s payments under the Tax Receivable Agreement,TRA, then we will not be permitted to settle or fail to contest such challenge without the consent (not to be unreasonably withheld or delayed) of certain TRA Parties. The interests of the TRA Parties in any such challenge may differ from or conflict with our interests and your interests, and the TRA Parties may exercise their consent rights relating to any such challenge in a manner adverse to our interests and your interests. We will not be reimbursed for any cash payments previously made to the TRA Parties under the Tax Receivable AgreementTRA in the event that any tax benefits initially claimed by us and for which payment has been made to a TRA Party are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash payments made by us to a TRA Party will be netted against any future cash payments that we might otherwise be required to make to such TRA Party, as applicable, under the terms of the Tax Receivable Agreement.TRA. However, we might not determine that we have effectively made an excess cash payment to a TRA Party for a number of years following the initial time of such payment and, if any of our tax reporting positions are challenged by a taxing authority, we will not be permitted to reduce any future cash payments under the Tax Receivable AgreementTRA until any such challenge is finally settled or determined. Moreover, the excess cash payments we previously made under the Tax Receivable AgreementTRA could be greater than the amount of future cash payments against which we would otherwise be permitted to net such excess. As a result, payments made under the Tax Receivable AgreementTRA could be significantly in excess of any tax savings that we realize from the tax attributes could be that are the subject of the Tax Receivable AgreementTRA

We may not realize the anticipated long-term stockholder value of our stock repurchase program,programs, and any failure to repurchase our common stock after we have announced our intention to do so may negatively impact our stock price.

We believe any company selling or competing within the healthcare ecosystem is a potential customer for us and contributes to our estimated current total addressable market of over $10$11 billion and our serviceable addressable market of approximately $7 billion. In total, we have identified more than 100,000 potential customers that we believe could benefit from our platform.

On January 16, 2024, we completed the purchase of assets comprising the Carevoyance (as the term is defined below) business line of H1 Insights, Inc., a product that helps medical technology (“MedTech”) customers to improve segmentation, targeting, and prospect engagement for $13.7 million, subject to closing adjustments. We finalized the purchase price allocations of the Carevoyance acquisition during the fourth quarter of 2024.

On July 21, 2023, we completed the acquisition of Populi, Inc. (“Populi”), a provider-focused data and analytics company that works with healthcare organizations to optimize physician relationships, reduce network leakage, and expand market share, for total consideration of $54.1 million, consisting of approximately $46.4 million of cash paid at closing, a $0.1 million reimbursement from sellers for working capital adjustments, and up to $28.0 million of contingent consideration, with an initial estimated fair value of $7.8 million, subject to meeting certain revenue metrics during calendar years 2024 and 2025. We finalized the purchase price allocations of the Populi acquisition during the first quarter of 2024. See Note 3. Acquisitions into theour accompanying consolidated financial statements.

Recently,Over the past three years, we have 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 a result of each impairment test, we determined that the fair value of our single reporting unit was lower than its carrying value and, accordingly, recorded non-cash, pre-tax, goodwill impairment charges of $196.1 million, $688.9 millionmillion, and $287.4 million during the years ended December 31, 20242025, 2024, and 2023, respectively. The goodwill impairment charges did not affect our liquidity or the financial covenants in our outstanding debt agreement.

We will continue to monitor for potential impairment should impairment indicators arise. See Note 9.10. Goodwill and Intangible Assets into theour accompanying consolidated financial statements. Our reporting unit is at risk for future goodwill impairments if we experience a continued decline in our market capitalization or worsening macroeconomic conditions.

DuringIn thefiscal year ended 2024, we consolidatedrecorded impairment charges of $1.2 million related to the consolidation of certain leased office space at our corporate headquartersheadquarters. and,These ascharges acomprised result,$0.9 recordedmillion relating to the operating lease right-of-use assets and $0.3 million relating to the leasehold improvements. During the year ended December 31, 2025, we incurred additional impairment charges of $1.2 million, comprised of $0.9$0.6 million related to the operating lease right-of-use asset and $0.3 million related to leasehold improvements.assets. These non-cash charges were recognized within transaction, integration, and restructuring expenses in our consolidated statements of operations.operations for each respective period.

During the first and third quarters of 2023, we committed to restructuring plans intended to reduce operating costs, improve operating margins, and continue advancing our ongoing commitment to profitable growth by reducing our workforce by approximately 100 people and, as a result, incurred restructuring and related charges of $4.7 million during the year ended December 31, 2023. These charges consisted primarily of severance payments, employee benefits, and related cash expenses. These charges were recognized within Transaction,transaction, integration, and restructuring expenses in the accompanying consolidated statementstatements of operations.

As part of the 2024 Restructuring Plan, we made significant changes to our go-to-market team that reduced overlay expenses, created a separate group and sales motion for our small and medium sized customers, and allocated more resources to our Enterprise Customers.Customers (as the term is defined below). These changes,changes coupledinitially withcreated continueddisruptions macroeconomic headwinds, disruptedto our sales efforts throughoutin 2024fiscal year 2024, impacting both new customer acquisition and upsell to existing customerscustomers. andThese alsofactors, causingin heightenedaddition customerto churn.the Aslower than historical renewal rates we movedobserved throughthroughout 2024,fiscal weyear did2025, notimpacted seeour subscriptionresults renewalsin return2025, to historical levels. Based on these impacts,and we expect ourwill revenuecontinue to declineimpact inour 2025results comparedinto with 2024.2026.

We have had significant executive transitions in 2024. On November 7, 2024, the Companywe announced that,that followingour discussions regarding the scope of the role offormer Chief Financial Officer, Richard Booth, the Company’s Chief Financial Officer, and the Company agreed that Mr. Booth willwould be leaving the Company effective June 1, 2025. After a thorough search process, our board of directorsBoard appointed Casey Heller, our currentformer Senior Vice President of Finance, to the role of Chief Financial Officer effective on June 2, 2025.

OurSince 2022, our current and prospective customerscustomers, andalong with their business spendingsspending, arehave impactedbeen affected by difficultchallenging macroeconomic conditions to varying degreesdegrees. andThis ashas acontributed result, in some cases we are observing deal cycles lengthen for new and existing customers, in part as a result of more stringent approval processes, as well as a significant number of deferred purchasing decisions. We are also experiencingto heightened customer churn.churn relative to historical levels. These trends have been particularly pronounced for smaller customers and in the Life ScienceSciences market. ThisThe elevated churn has impacted our revenue growth since 2023, and we expect this will continue to have an impact on our growth in 2026. However, late in 2025, we began seeing modest signs of improvement in the macroeconomic backdrop, with healthier demand trends, more normalized procurement cycles, improving customer retention dynamics, and increased visibility into fiscalcustomer yearbudgets, 2025.all of which are encouraging signs we will continue to monitor.

As a corporation with a global footprint, we are subject to risks and exposures caused by significant events and their macroeconomic impacts, including, but not limited to, the Russia-Ukraine war, the conflict in Israel and surrounding areas, global geopolitical and trade tensions and more recently,fluctuating inflation and high interest rates, volatility in the capital markets, liquidityinternational concernstrade at,policies, including tariffs, sanctions, and failurestrade of, banks and other financial institutions,barriers, and related market uncertainty.uncertainty, the conflict in Ukraine and the regional instability in the Middle East, and global geopolitical tensions. We continuously monitor the direct and indirect impacts, and the potential for future impacts, of these circumstances on our business and financial results, as well as the overall global economy and geopolitical landscape. While our revenue and earnings have historically been relatively predictable as a result of our subscription-based business model, the potential implications of these macroeconomic events on our business, results of operations and overall financial position, particularly in the long term, introduce additional uncertainty.

We have been observing changes in the healthcare claims data market as a result of data source disruption earlier in calendar year 2024, including how data providers are reviewing pricing, data availability, and use terms, all of which may negatively impact the prices at which we acquire such data. We are continuing to evaluate these and other past and potential future direct and indirect impacts on our business and results of operations. We worked throughout 2025 to mitigate potential risk through renegotiation of select existing agreements and the addition of new data sources and will continue to do so in 2026.

We plan to organically grow the number of customers that use our platform by increasing demand for our platform and penetrating our addressable market. Our results of operations and growth prospects will depend, in part, on our ability to attract new customers. We intend to drive new customer acquisition with our efficient go-to-market engine by continuing to invest in our sales and marketing efforts and developing new use cases for our platform. Customers generating more than $100,000 in Annual Recurring Revenue (“ARR”),ARR, which we refer to as “Enterprise CustomersCustomers,”, represent the majority of our ARR and are a key focus of our go-to-market programs.

We believe there is a significant opportunity to generate additional revenue from our existing customer base of approximately 2,5002,330 customers, as adjusted,customers as of December 31, 2024.2025.

Our progress in expanding usage of our platform with our existing customers is demonstratedmeasured by our Net Dollar Retention Rate (“NDR”) (see “Key Metrics”). For the year ended December 31, 2025, our NDR for Enterprise Customers was 85%. As of December 31, 2025, we had 511 Enterprise Customers, which represented approximately 69% of our ARR. Our NDR for all customers over $17,500 ARR was 82%. For the year ended December 31, 2024, our NDR for Enterprise Customers was 90%.90% As of December 31, 2024, we had 519 Enterprise Customers, which represented approximately 68% ofand our ARR. Our NDR for all customers over $17,500 ARR was 85%. For the year ended December 31, 2023, our NDR for Enterprise Customers was 96% and our NDR for all customers over $17,500 ARR was 92%. For the year ended December 31, 2022, our NDR for Enterprise Customers was 110% and our NDR for all customers over $17,500 ARR was 103%.

Net Dollar Retention Rate (“NDR”)

We monitor current remaining performance obligations as a metric to help us evaluate the health of our business and identify trends affecting our growth. cRPO represents the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue within the next twelve months. cRPO is not necessarily indicative of future revenue growth. In addition to total contract volume, cRPO is influenced by several factors, including seasonality, disparate contract terms, and the timing of renewals, because renewals tend to be most frequent in the fourth quarter. The value of contracts that included cancellation terms began to increase significantly during the third quarter of 2023 compared with prior periods as most of these contracts were inherited from the Populi acquisition. This precludes several millions of dollars of business from being included in the cRPO metric and puts further downward pressure on the cRPO growth rate. Due to these factors, it is important to review cRPO in conjunction with revenue and other financial metrics.

Our cRPO will continue to be impacted by macroeconomic challenges, which have resulted in elongating deal cycles as customers implement more stringent approval processes or push out final decisions to later periods. We have also observed cancelations due to the impacts of such challenges on the financial condition of our customers, particularly in the Life Science market. We expect this trendtrend, along with the continued pressures on our renewals and other factors, will continueresult toin reducea ournegative revenue growth rate for 20252026 relative to 2024.2025. In addition, we experienced a drop in the mix of new customers committing to multi-year subscriptions versus single-year subscriptions, resulting in reductions to cRPO and total remaining performance obligations.

We seek to enhance our platform, data and business through internal development and through acquisitions of and investments in businesses that broaden and strengthen our platform. OnDuring Januaryfiscal 16,year 2024, we completed the purchase of assets comprising the Carevoyance business line of H1 Insights, Inc., a product that helps MedTech customers to improve segmentation, targeting, and prospect engagement. InDuring Julyfiscal year 2023, we completed the acquisition of Populi, Inc., a provider-focused data and analytics company that works with healthcare organizations to optimize physician relationships, reduce network leakage, and expand market share. In February 2022, we completed our acquisition of Analytical Wizards Inc., a company that specializes in automating complex analytic models using tools that expedite efficient big data mining through A.I. power to uncover deep insights. These acquisitions have strengthened our data platform and our business. Acquisitions can result in transaction costs, amortization expense and other adjustments as purchase accounting requires that all assets acquired and liabilities assumed be recorded at fair value on the acquisition date. See Note 3. Acquisitions in our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

We have been observing changes in the healthcare claims data market as a result of data source disruption since early 2024, including how data providers are reviewing pricing, data availability, and use terms, all of which may negatively impact the prices at which we acquire such data. We worked throughout 2025 to mitigate potential risk through the renegotiation of select existing agreements and the addition of new data sources and will continue to do so in 2026.

Gross profit is revenue less cost of revenue,goods sold and amortization related to cost of goods sold, and gross margin is gross profit as a percentage of revenue. Gross profit and gross margin have been and will continue to be affected by various factors, including the costs associated with third-party data and third-party hosting services, leveraging economies of scale, and the extent to which we introduce new intelligence modules, features or functionality or expand our customer support and service organizations, hire additional personnel or complete additional acquisitions. We expect that our gross profit and gross margin will fluctuate from period to period depending on the interplay of these various factors.

Sales and marketing. Sales and marketing expenses primarily consist of personnel costs such as salaries, bonuses, sales commissions, stock-based compensation, and other employee-related benefits for our sales and marketing teams, as well as non-personnel costs including overhead costs, technology and advertising costs. While we have slowed hiring in response to macroeconomic conditions, and expect to maintain slower levels until macroeconomic conditions improve, we have continued to hiremake additionaltargeted salesinvestments andin marketinggrowth personnel,areas enhancelike enhancing our digital marketing infrastructure and invest in marketing programs targeting our major vertical markets.capabilities.

Product development. Product development expenses primarily consist of personnel costs such as salaries, bonuses, stock-based compensation, and other employee-related benefits for our engineering, data science and product teams, as well as non-personnel costs including overhead costs. We believe that our core technologies and ongoing innovation represent a significant competitive advantage for us, and we continue to invest in systems optimization and product improvements for our customers, enhance our software development team and invest in automation and A.I.AI to drive higher quality data and deeper insights. In fiscal year 2025, we made investments in software application development tools and have shifted more development efforts to innovation and growth initiatives, both of which have been resulted in increases to capitalized software and payroll.

General and administrative. General and administrative expenses primarily consist of personnel costs such as salaries, bonuses, stock-based compensation, and other employee-related benefits for our executive, finance, legal, human resources, IT and operations, and administrative teams, as well as non-personnel costs including overhead costs, professional fees and other corporate expenses. GeneralPrior to fiscal year 2025, general and administration expenses also includeincluded sales tax amounts payable to taxation authorities, inclusive of interest and penalties, for customers that we did not collect sales taxes from,from due to misclassifications of products and services for sales tax purposes. We do not expect sales taxes and related interest and penalties to be an ongoing component of our general and administrative expense as we have completed voluntary disclosure agreements, registered with certain tax authorities, and commenced collection of sales taxes from customers in these tax jurisdictions. We have slowed hiring in response to macroeconomic conditions and do not expect to increase it until macroeconomic conditions improve.

Depreciation and Amortization. Depreciation and amortization expenses consist primarily of amortization of intangible assets resulting from acquisitions, business combinations, and purchases of data assets, as well as depreciation of property and equipment. We anticipate depreciation of property and equipment as a percentage of revenue to moderately decrease, although amortization will increase ifas we continue to make additional acquisitions and data asset purchasesinvestments in theinternal future.software development.

Transaction, integration and restructuring expenses. Transaction, integration, and restructuring expenses are costs directly associated with various acquisition, strategic partnership, and integration activities we have undertaken, primarily accounting, legal due diligence, consulting, and advisory fees, as well as expenses related to our restructuring plans committed to inthe 2024 andRestructuring 2023Plan and our office relocations and consolidations.

Goodwill impairment. Goodwill represents the excess of consideration transferred over the fair value of tangible and identifiable intangible net assets acquired and the liabilities assumed in a business combination. SubstantiallyA allsubstantial portion of our goodwill was recognized in the purchase price allocations when our Company was acquired in 2019 by Advent, with smaller incremental amounts recognized in subsequent business combinations. Goodwill is not amortized, but is tested for impairment at the reporting unit level annually and more frequently if indicators of potential impairment arise. In conducting the impairment test, we first review qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying amount.

When testing goodwill for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If we elect to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that carrying value exceeds its fair value, we perform a quantitative goodwill impairment test. Under the quantitative goodwill impairment test, if our reporting unit’s carrying amount exceeds its fair value, we will record an impairment charge based on that difference. Recently,Over the past three years, we have 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 a result of each impairment test, we determined that the fair value of our single reporting unit was lower than its carrying value and, accordingly, recorded non-cash, pre-tax, goodwill impairment charges of $196.1 million, $688.9 millionmillion, and $287.4 million during the years ended December 31, 20242025, 2024, and 2023, respectively. The goodwill impairment charges did not affect our liquidity or the financial covenants in our outstanding debt agreement.

Other income, net consists primarily of the revaluation of TaxTRA Receivable Agreement liabilities andliabilities, realized and unrealized gains and losses related to the impact of transactions denominated in a foreign currency.currency, and the loss on partial extinguishment of debt resulting from the refinancing of our credit agreement in fiscal year 2025. Significant changes in the projected liability resulting from the Tax Receivable AgreementTRA may occur based on changes in anticipated future taxable income, changes in applicable tax rates, or other changes in tax attributes that may occur and could affect the expected future tax benefits to be received by us. We do not have significant exposure to foreign exchange volatility and do not anticipate foreign currency transaction gains or losses to materially impact our results of operations.

Revenue wasdecreased largely flat, increasing $0.8$10.7 million, or 0%,4%, for the year ended December 31, 20242025 compared with the same period in the prior year, resulting from higherlower subscription revenue of $1.8$12.7 million, partially offset by lowerhigher professional serviceservices revenue of $1.0$2.0 million. Revenue attributable to new customers in 2024 increased $17.1 million, which was partially offset by a $16.3 million decrease in revenue from customers that existed prior to the start of 2024.2025 decreased $33.7 million, which was partially offset by a $23.0 million increase in revenue from new customers in 2025, inclusive of revenue from a data partnership that was launched earlier this year.

Total cost of revenue increased $7.3$3.5 million, or 15%,6%, for the year ended December 31, 20242025 compared with the same period in the prior year. ThisThe increase was driven primarily by a $6.0$6.2 million increase in amortization expense resulting from new data asset purchases and higher rates of amortization on certain technology assets amortized under economic consumption methods, partially offset by a $1.7 million net decrease in hosting fees and data subscription and collection costs. Though we continue to experience increased data and hosting costs as a result of expanded customer usage of our platformplatform, the year-over-year net decrease in these costs was primarily driven by one-time credits during the current year resulting from renegotiations on existing data contracts and the Populiexit of a major data contract from a prior acquisition andthat no longer provided an increaseeconomic ofbenefit $1.3to millionthe inCompany. amortizationWe expensealso resulting from new data purchases. In addition,experienced a $0.6$1.0 million decrease in personnel costs, drivenincluding stock-based compensation, which was primarily by the 2024 Restructuring Plan, was offsetdriven by a $0.6moderate million increasereduction in other costs, of which there were no individually significant drivers.headcount.

Operating expenses, which include goodwill impairment charges of $688.9$196.1 million recorded during the year ended December 31, 20242025 compared with $287.4$688.9 million incurred during the year ended December 31, 20232024 (refer to Note 9.10. Goodwill and Intangible Assets into theour accompanying consolidated financial statements for further details), increaseddecreased $374.6$500.7 million, or 70%,55%, for the year ended December 31, 20242025 compared with the same period in the prior year. The increasedecrease toin operating expenses as compared to the prior-year period was primarily driven by higherlower goodwill impairment charges in the current period, partially offset byand:

A decrease in productsales developmentand marketing expense of $5.9$2.2 million for the year ended December 31, 2024,2025, primarily drivendue byto lower personnel costs,costs in the current period, including stock-based compensation expense, resulting from the 2024 Restructuring Plan and the departure of certain executive-level employees in the prior year, which did not repeat at the same level during the year ended December 31, 2025, partially offset by increased costs associated with new software applications and with certain sales and marketing events and advertising campaigns in the current period;

AAn decreaseincrease in general and administrative expense of $9.6$2.4 million for the year ended December 31, 2024,2025, primarily driven by lowerhigher professional servicefees fees,and severance costs associated with strategic initiatives, higher franchise taxes, and a charge for the write-off of deferred offering costs associated with our expired shelf registration. Further contributing to the increase was expense relief during the year ended December 2024 from sales tax exposure during the year resulting from voluntary disclosure agreements and finalized favorable rulings on the taxability of our products in certain states,states that did not repeat in the year ended December 31, 2025. These increases were partially offset by bad debt recoveries and lower personnel costs, including stock-based compensation expense,expense during the year ended December 31, 2025, primarily driven by decreases in our stock price and higher costs incurred during the year ended December 31, 2024 associated with equity grant modifications resulting from the 2024 Restructuring Plan and the departure of certain executive-level employees, andwhich lowerdid franchisenot taxesrepeat at the same level during the year ended December 31, 2025;

A decrease in depreciation and amortization expense of $1.4$1.8 million for the year ended December 31, 2024,2025, primarily driven by certain customer relationship intangible assets utilizing economic consumption amortization methods with lower amortization in the current period; and AnA increasedecrease in transaction, integration and restructuring expenses of $0.7$4.6 million for the year ended December 31, 2024,2025, primarily driven by higher restructuring costs incurred in the currentprior year period associated with the 2024 Restructuring Plan and impairment charges resulting from the consolidation of certain leased office facilities, which did not repeat at the same level during the current period, partially offset by lowerhigher acquisition relatedand integration costs induring the current period.period, including an integration charge to recognize a liability for a major data contract from a prior acquisition that no longer provided an economic benefit to the Company.

Total other income, net was $77.1$15.0 million for the year ended December 31, 20242025 compared to total other income, net of $21.6$77.1 million in the same period in the prior year. The overall change was primarily attributable to a $76.9decrease millionin Taxthe Receivable AgreementTRA liability remeasurement gain inof $55.2 million to $21.7 million during the year ended December 31, 2024,2025, compared with a TRA liability remeasurement gain of $76.9 million during the year ended December 31, 2024. These TRA remeasurement gains were primarily driven by the impairmentimpairments of goodwill,goodwill during the respective periods, as well as changes in future realizability of tax attributes payable under the TaxTRA. ReceivableThe Agreement, compared with a $23.5 million Tax Receivable Agreement liability remeasurement gaindecrease in the comparable prior year period. The increase in the Tax Receivable AgreementTRA liability remeasurement gain year-over-year was primarily driven by ana increasedecrease in the goodwill impairment charges of $401.5$492.8 million induring the year ended December 31, 20242025 compared with the same period in the prior year.year period. Interest income earned from our short-term investments also increaseddecreased by $0.9$7.6 million to $14.6$7.0 million in the year ended December 31, 20242025 compared with $13.6$14.6 million in the comparable prior year period.period, and interest expense decreased to $11.3 million during the year ended December 31, 2025 compared with $14.8 million during the year ended December 31, 2024. Also contributing to the decrease in other income, net during the current year were foreign currency transaction losses of $1.8 million and a loss on the partial extinguishment of debt of $0.5 million.

Benefit from income taxes for the year ended December 31, 20242025 was $42.3$10.0 million compared to $18.6$42.3 million in the same period in the prior year. The overall increasedecrease was primarily attributed to asmaller largergoodwill impairment of goodwillcharges during the current period compared with the same period in the prior year.

We view Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, and Adjusted EBITDA Margin as operating performance measures. As such, we believe the most directly comparable GAAP financial measures to Adjusted Gross Profit and Adjusted Gross Margin are GAAP Gross Profit and GAAP Gross Margin, respectively, and the most directly comparable GAAP financial measuremeasures to Adjusted EBITDA and Adjusted EBITDA Margin isare GAAP net loss and GAAP net loss margin, respectively.

We define Adjusted Gross Profit as Grossgross Profit,profit, excluding acquisition-related depreciation and amortization, and equity-based compensation costs. 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. Gross Margin is defined as Gross Profit as a percentage of revenue and Adjusted Gross Margin is defined as Adjusted Gross Profit as a percentage of revenue. These are key metrics used by management and our board of directorsBoard to assess our operations.

We present “Adjusted EBITDA” as a measure of our operating performance. EBITDA is defined as earnings before (i) debt-related costs, including interest expense, net and loss on partial extinguishment of debt, (ii) interestbenefit income, (iii)from income taxes, and (iviii) depreciation and amortization. Management further adjusts EBITDA in its presentation of Adjusted EBITDA to exclude (i) other income, net, (ii) equity-based compensation, (iii) transaction, integration, and restructuring expenses, (iv) goodwill impairments, and (v) other non-core items. We exclude these items because they are by nature non-cash, non-recurring, and/or unrelated to our core operations, and therefore we do not believe them to be representative of ongoing operational performance. 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 directorsBoard to assess the profitability of our operations. We believe these metrics provide useful measures to investors to assess our operating performance and in measuring the profitability of our operations on a consolidated level.

Primarily represents foreign exchange and Tax Receivable AgreementTRA liability remeasurement gains and losses.

TransactionTransaction, integration, and integrationrestructuring expenses primarily represent legal, accounting, and consulting expensesexpenses, and fair value adjustments for contingent consideration related to our acquisitions and strategic partnerships.partnerships, inclusive of an integration charge in the third quarter of 2025 to recognize a liability for a major data contract from a prior acquisition that no longer provided an economic benefit to the Company. Restructuring expenses relate to the 2024 Restructuring Plan and those we committed to during the first and third quarters of 2023, as well as impairment and restructuring charges related to office closures, relocations, and consolidations.

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 multiple quantitative goodwill impairment tests as ofduring the endyears ofended theDecember second,31, third,2025, 2024, and fourth quarters of 2024 and the third quarter of 2023. As a result of theeach impairment teststest conducted in eachtheir respective period,periods, we determined that the fair value of our single reporting unit was lower than its carrying value and, accordingly, recorded these impairment charges.

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 and regulatory costs isolated to unique and extraordinary litigation, legallegal, and regulatory matters that are not considered normal and recurring business activity, including sales tax accrual adjustments inclusive of penalties and interest for sales taxes that we may have been required to collect from customers in 2024 and in certain previous years, and other non-recurring legal and regulatory matters. Other non-core items also include consulting fees and severance costs associated with strategic transition initiatives, as well as professional fees related to financing, capital structure changes, and other non-core items.items, including a charge in the third quarter of 2025 for the write-off of deferred offering costs associated with the Company’s expired shelf registration.

As of December 31, 2024,2025, we had $105.4$163.6 million of cash and cash equivalents, $184.8$17.3 million of short-term investments and $74.4$49.7 million available under our revolving credit facility. Our principal sources of liquidity are cash and cash equivalents and short-term investments on hand, primarily from our IPO and follow-on offering, as well as the cash flows we generate from operations. Our principal uses of liquidity have been, and are expected to continue to be, primarily for investment in long-term growth of the business through capital expenditures and acquisitions, as well as debt services (see Note 10.11. Long-Term Debt into theour accompanying consolidated financial statements for further details), stockrepurchases repurchases,of andour Class A common stock, distributions to members of Definitive OpCo.OpCo, and payments under our TRA liability.

Definitive Healthcare is a leading provider of healthcare data and analytics. We provide accurate, comprehensive information on healthcare providers and their activities, enabling customers to make informed decisions across product development, go-to-market planning, and sales and marketing execution. We also offer claims and consumer analytics built from modeled data on millions of unique consumers to help healthcare organizations target, message, and engage specific healthcare audiences. Delivered through our software as a service products and solutions, our data is important to the commercial success of our approximately 2,2602,200 customers as of MarchJune 31,30, 2026. We generally define a customer as a company that maintains one or more active paid subscriptions.

In the first quarter of 2026, we committed to a restructuring plan (the “2026 Restructuring Plan”) intended to reduce operating costs, improve operating margins, and continue advancing the Company’s ongoing commitment to profitable growth. The 2026 Restructuring Plan provided for a reduction of our current workforce by approximately 40 people. During the threefirst monthsquarter ended March 31,of 2026, we incurred restructuring and related charges of approximately $1.1 million, consisting of severance payments, employee benefits, and related cash expenses. No additional charges were incurred during the three months ended June 30, 2026. As of March 31,June 30, 2026, $0.3$0.1 million was included in accrued expenses and other liabilities in the unaudited condensed consolidated balance sheets. We expect these payments will be made over the next sixthree months. In addition, we do not expect to incur further material charges associated with the 2026 Restructuring Plan. ChargesThere were no charges incurred during the three months ended MarchJune 31,30, 2025 related to previous restructuring plansplans, and charges incurred during the six months ended June 30, 2025 were not material.

Since 2022, our current and prospective customers, along with their business spending, have been affected by challenging macroeconomic conditions to varying degrees. This has contributed to heightened customer churn relative to historical levels. These trends have been particularly pronounced for smaller customers and in the Life Sciences market. The elevated churn has impacted our revenue growth since 2023, and we expect this will continue to have an impact on our growth in 2026. However, late in 2025,2025 and through the first half of 2026, we beganhave been seeing modest signs of improvement in the macroeconomic backdrop, with healthier demand trends, more normalized procurement cycles, improving customer retention dynamics, and increased visibility into customer budgets, all of which are encouraging signs we will continue to monitor.

We have been observing changes in the healthcare claims data market as a result of data source disruption in calendar year 2024, including how data providers are reviewing pricing, data availability, and use terms, all of which may negatively impact the prices at which we acquire such data. We are continuing to evaluate these and other past and potential future direct and indirect impacts on our business and results of operations. We worked throughout 2025 to mitigate potential risk through renegotiation of select existing agreements and the addition of new data sources, which includes new data sources andintroduced willinto continueour to do soofferings in 2026.

Our total customer count, which includes smaller customers, was approximately 2,2602,200 as of MarchJune 31,30, 2026, compared with approximately 2,4752,400 customers as of MarchJune 31,30, 2025. Our Enterprise Customer accounts have decreased by 1733 to 495477 customers as of MarchJune 31,30, 2026 compared with 512510 customers as of MarchJune 31,30, 2025. Our smaller customers have churned at disproportionately higher rates year-over-year, primarily due to current macroeconomic conditions.

We believe there is a significant opportunity to generate additional revenue from our existing customer base of approximately 2,2602,200 customers as of MarchJune 31,30, 2026.

The following table presents our current and total remaining performance obligations as of MarchJune 31,30, 2026 and December 31, 2025:

For the threesix months ended MarchJune 31,30, 2026, we derived approximately 96% of our revenue from subscription services and the remainder from professional services. Our subscription services consist primarily of subscription fees for access to our platform and stand-ready support. Our subscription contracts typically have a term ranging from 1 to 3 years and are non-cancellable. We typically bill for services in advance annually, and we typically require payment at the beginning of each annual period. Our subscription revenue is recognized ratably over the contract term. Our professional services revenue typically is derived from non-recurring consulting services or from other one-time deliveries, which are generally capable of being distinct and can be accounted for as separate performance obligations. Revenue related to these professional services is recognized at a point in time when the performance obligations under the terms of the contract are satisfied and control has been transferred to the customer.

We have been observing changes in the healthcare claims data market as a result of data source disruption since early 2024, including how data providers are reviewing pricing, data availability, and use terms, all of which may negatively impact the prices at which we acquire such data. We worked throughout 2025 to mitigate potential risk through the renegotiation of select existing agreements and the addition of new data sources, which includes new data sources andintroduced willinto continueour to do soofferings in 2026.

Sales and marketing. Sales and marketing expenses primarily consist of personnel costs such as salaries, bonuses, sales commissions, stock-based compensation, and other employee-related benefits for our sales and marketing teams, as well as non-personnel costs including overhead costs, technology and advertising costs. While we have slowed hiring in response to macroeconomic conditions,conditions and expect to maintain slower levels until macroeconomic conditions improve, we have continued to make targeted investments in growth areas like enhancing our digital marketing capabilities.

Transaction, integration, and restructuring expenses. Transaction, integration, and restructuring expenses are costs directly associated with various acquisition, strategic partnership, and integration activities we have undertaken, primarily accounting, legal due diligence, consulting, and advisory fees, restructuring initiatives, and office relocations and consolidations.

Goodwill impairment. Goodwill represents the excess of consideration transferred over the fair value of tangible and identifiable intangible net assets acquired and the liabilities assumed in a business combination. Substantially all of our goodwill was recognized in the purchase price allocations when we were acquired in 2019 by Advent (the “Advent Acquisition”), with smaller incremental amounts recognized in subsequent business combinations. Goodwill is not amortized,amortized but is rather tested for impairment at the reporting unit level annually and more frequently if indicators of potential impairment arise. In conducting the impairment test, we first review qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying amount.

Three Months Ended MarchJune 31,30, 2026 compared to Three Months Ended MarchJune 31,30, 2025

Revenue decreased $3.3$5.6 million, or 6%,9%, in the three months ended MarchJune 31,30, 2026 compared with the same period in the prior year due to lower subscription revenue of $3.7$5.4 million,million partiallyand offset by higherlower professional services revenue of $0.5$0.2 million. Revenue attributable to customers that existed prior to the start of 2026 decreased $4.3$7.8 million, which was partially offset by a $1.0$2.2 million increase in revenue from new customers in 2026.

Operating expenses increaseddecreased $14.4$3.5 million, or 6%,7%, during the three months ended MarchJune 31,30, 2026 compared with the same period in the prior year. The increasedecrease was primarily due to a goodwill impairment charge of $197.2 million incurred in the current year period, compared to $176.5 million incurred in the prior year period, partially offset by:

A decrease in sales and marketing expense of $1.1$1.3 million for the three months ended MarchJune 31,30, 2026, primarily driven by lower personnel costs, including stock-based compensation expense, resulting from reduced headcount;

A decrease in product development expense of $2.8$1.2 million for the three months ended MarchJune 31,30, 2026, primarily driven by lower personnel costs, including stock-based compensation expense, resulting from the 2026 Restructuring Plan and the departure of certain executive-level employees, combined with increased capitalized labor and overhead relating to product development initiativesinitiatives, partially offset by an increase in recruiting fees;

A decrease in general and administrative expense of $0.2$1.9 million for the three months ended MarchJune 31,30, 2026, primarily driven by lower personnel costs, including stock-based compensation expense, resulting from a decrease in headcount and equity grants issued at lower stock prices, lower franchise taxes andtaxes, lower recruiting fees, partiallyand offsetthe byabsence anof increaseconsulting fees and severance costs, which were incurred in professionalthe feesprior inyear connectionperiod, associated with thestrategic evaluationtransition of strategic, financial, tax, and capital structure alternativesinitiatives;

A decrease in depreciation and amortization expense of $0.2$0.5 million for the three months ended MarchJune 31,30, 2026, primarily as a result of certain customer relationship intangible assets utilizing economic consumption amortization methods with lower amortization in the current period; and AAn decreaseincrease in transaction, integration, and restructuring expenses of $2.0$1.4 million for the three months ended MarchJune 31,30, 2026, primarily driven by the settlement of an adjustmentearnout matter in the current period for a favorable settlement of a major data contract that was terminated in 2025 while integrating a prior acquisition.period.

Total other income, net was $5.5$4.5 million for the threesix months ended MarchJune 31,30, 2026 compared to $18.8$14.2 million in the same period in the prior year, primarily due to variability in the remeasurement of the TRA liability resulting primarily from goodwill impairment activity during the respective periods, which can affect the expected amount and timing of future TRA payments. While overall goodwill impairment levels were somewhat comparable year over year, the impact on the TRA liability in the current period was more limited, resulting in a smaller remeasurement gain compared to the prior year.

Benefit from income taxes was $3.4$3.8 million for the threesix months ended MarchJune 31,30, 2026 compared to $10.9$10.4 million in the comparable prior year period. Benefits from income taxes were primarily driven by goodwill impairments in both periods, resulting in reductions of indefinite-lived deferred tax liabilities. The decrease in the benefit from income taxes year-over-year was primarily driven by variability in the allocation of the goodwill impairment charges to applicable subsidiaries.

Transaction and integration expenses consist primarily representof legal, accounting, consulting, and other expensescosts andincurred fairin valueconnection adjustments for contingent consideration related to ourwith acquisitions and strategic partnerships, inclusiveincluding offair anvalue adjustmentadjustments inrelated to contingent consideration. For the periods presented, these expenses include a first quarter of 2026 foradjustment from the favorable settlement of a majorsignificant data contract that was terminated in 2025 whilein integratingconnection with the integration of a prior acquisition.acquisition, and a second quarter 2026 adjustment related to the settlement of an earnout matter. Restructuring expenses relateconsist toprimarily theof severance and other employee separation benefits tiedunder tothe ourCompany’s restructuring plans, as well as impairment and restructuringother charges related to office closures, relocations, and consolidations.

As of MarchJune 31,30, 2026, we had $157.6$170.9 million of cash and cash equivalents, $20.4$12.7 million of short-term investments, and $49.7 million available under our Revolving Credit Facility (as the term is defined below). Our principal sources of liquidity are cash and cash equivalents and short-term investments on hand, as well as the cash flows we generate from operations. Our principal uses of liquidity have been, and are expected to continue to be, primarily for investment in long-term growth of the business through capital expenditures and acquisitions, as well as for various other financing activities, including debt services (see Note 9. Long-Term Debt to our accompanying unaudited condensed consolidated financial statements for further details), repurchases of our Class A common stock, distributions to members of Definitive OpCo, and payments under our TRA liability.

Additionally, our liquidity and our ability to meet our obligations and fund our capital requirements are dependent on our future financial performance, which is subject to general economic, financial, and other factors that are beyond our control. See “Risk Factors” in our 2025 Form 10-K and the factors described elsewhere in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Macroeconomic conditions, including fluctuating inflation and high interest rates, could increase our anticipated funding requirements. In the event we need to seek additional funding, high interest rates, stock market volatility, or other unfavorable macroeconomic conditions may also prevent us from obtaining additional financing on favorable terms or at all. Future adverse developments with respect to specific financial institutions or the broader financial services industry may lead to market-wide liquidity shortages that could impact us and our customers, and materially harm our business and financial condition. Our ability to access our cash, cash equivalents and investments, including transferring funds, making payments or receiving funds could be threatened and our ability to raise additional capital could be substantially impaired, any of which could materially and adversely affect our business and financial condition. Accordingly, we cannot provide assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available from additional indebtedness or otherwise to meet our liquidity needs. In addition, if we decide to pursue one or more significant acquisitions, we may incur additional debt or sell or issue additional equity to finance such acquisitions, which could possibly result in additional expenses or dilution. In addition, if we are unable to regain compliance with Nasdaq’s continued listing requirements, our ability to access capital markets and raise additional financing on favorable terms could be adversely affected.

Net cash provided by operating activities was $11.6$23.0 million during the threesix months ended MarchJune 31,30, 2026, primarily as a result of a net loss of $192.4$199.8 million, offset by non-cash charges of $209.3$231.9 million. The non-cash charges were primarily comprised of $197.2 million in goodwill impairment charges recorded during the threesix months ended MarchJune 31,30, 2026, a gain on remeasurement of the TRA of $6.5$6.6 million, amortization of intangible assets of $12.2$25.0 million, equity compensation costs of $5.2$10.5 million, amortization of deferred contract costs of $3.7$7.4 million, and a decrease in deferred taxes of $3.5$4.0 million. The net decrease in operating assets and liabilities of $5.4$9.1 million for the threesix months ended MarchJune 31,30, 2026 was primarily driven by cash inflows resulting from a decrease in accounts receivable of $13.3 million. These factors were partially offset by cash outflows resulting from lower accounts payable, accrued expenses, and other liabilities, collectively, of $11.6$13.5 million, an increase in deferred contract costs of $2.9$5.8 million, an increase in prepaid expenses and other assets of $4.0$0.9 million, and a decrease in deferred revenue of $0.2$10.0 million due to the timing of billings and cash received in advance of revenue recognition for subscription services. These factors were partially offset by cash inflows resulting from a decrease in accounts receivable of $21.2 million.

Cash provided used in investing activities during the threesix months ended MarchJune 31,30, 2026 was $6.2$1.3 million, driven primarily by $12.5 million in purchases of short-term investments and $3.2$6.1 million in purchases of property (including software), equipment, and data assets, partially offset by $9.5$17.3 million in maturities of short-term investments.

Cash used in financing activities during the threesix months ended MarchJune 31,30, 2026 was $10.9$13.9 million, driven by payments of $7.8$8.1 million under the TRA, net repayments of the 2021 Term Loan (as defined below) of $2.2$4.4 million, and taxes paid related to the net share settlement of equity awards of $0.9$1.4 million.

TheWe DHare Holdingsparty to a credit agreement, as amended (the “2021 Credit Agreement”), Amendment providesproviding for (i) a $175.0 million term loan facility (the “2021 Term FacilityLoan”) and (ii) a $50.0 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term Facility, collectively, the “Facilities”), the proceedseach of which werematures usedon to,January among16, other2030. things,The repay the remaining portion of the indebtedness outstandingobligations under the Existing2021 Credit Agreement,Agreement andare tosecured payby relatedpledges feesof andassets expenses.as described in the 2025 Form 10-K.