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Definitive Healthcare Corp.

Definitive Healthcare Corp. is an American prepackaged software services company, incorporated in Delaware.1 It is headquartered in Framingham, Massachusetts.1 Its shares trade on Nasdaq under the symbol DH.1

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Last updated Oct 21, 2026.

Overview

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  • TickerDH on Nasdaq1
  • IndustryServices-Prepackaged Software1
  • HeadquartersFramingham, Massachusetts1
  • Incorporated inDE2
  • Business address492 Old Connecticut Path, Suite 401, Framingham, Ma 017012
  • Filer categoryAccelerated filer, Smaller reporting company2

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Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

75.9%Gross margin4
-92.9%Operating margin4
-57.5%Net margin4
-4.2%Revenue growth, 20254
-36.7%Return on equity4
0.41×Debt to equity4
$37.1MFree cash flow4

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Subscription Services brought in 96% of the revenue Definitive Healthcare Corp. broke down this way in fiscal 2025.

  1. Subscription Services$232.2M496%down 5% from 2024
  2. Professional Services$9.3M44%up 27% from 2024
Products and services by year
Products and services202320242025
Subscription Services$243.1M$244.9M$232.2M
Professional Services$8.4M$7.3M$9.3M

Regions

United States brought in 93% of the revenue Definitive Healthcare Corp. broke down this way in fiscal 2025.

  1. United States$224.4M493%down 7% from 2024
  2. Outside the United States$17.2M47%up 65% from 2024
Regions by year
Regions202320242025
United States$239.5M$241.8M$224.4M
Outside the United States$12.0M$10.4M$17.2M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue24¢$58.2M
  • Research and development14¢$34.8M
  • Other costs53¢$127.3M
  • Interest5¢$11.3M
  • Income tax4¢$10.0M

Out of $241.5M in revenue.4 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending25¢$16.7M
  • Share buybacks75¢$49.5M

Out of $53.8M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.4

Financial statements

Revenue5674$241.5M in 2025+104% since 2020
0$100.0M$200.0M$300.0M2020: $118.3M$118.3M20202021: $166.2M$166.2M2021+40%2022: $222.7M$222.7M2022+34%2023: $251.4M$251.4M2023+13%2024: $252.2M$252.2M2024+0%2025: $241.5M$241.5M2025−4%
Gross profit5674$183.3M in 2025+109% since 2020
0$100.0M$200.0M$300.0M2020: $87.8M$87.8M20202021: $125.5M$125.5M2021+43%2022: $180.0M$180.0M2022+43%2023: $203.9M$203.9M2023+13%2024: $197.5M$197.5M2024−3%2025: $183.3M$183.3M2025−7%
Operating income5674-$224.3M in 2025+1312% since 2020
-$800.0M-$600.0M-$400.0M-$200.0M02020: -$15.9M-$15.9M20202021: -$27.3M-$27.3M2021+72%2022: -$44.0M-$44.0M2022+61%2023: -$329.8M-$329.8M2023+649%2024: -$710.8M-$710.8M2024+116%2025: -$224.3M-$224.3M2025−68%
Net income5674-$138.9M in 2025
-$600.0M-$400.0M-$200.0M02020: $0$020202021: -$17.8M-$17.8M20212022: -$7.2M-$7.2M2022−60%2023: -$202.4M-$202.4M2023+2702%2024: -$413.1M-$413.1M2024+104%2025: -$138.9M-$138.9M2025−66%

Every line of the income statement as filed: the last 3 fiscal years, latest first.4

Period ending2025-12-312024-12-312023-12-31
Revenue$241.5M$252.2M$251.4M
Cost of revenue exclusive of amortization$38.0M$40.7M$34.7M
Amortization$20.3M$14.0M$12.7M
Gross profit$183.3M$197.5M$203.9M
Sales and marketing$81.6M$83.8M$94.5M
Product development$34.8M$36.5M$42.4M
General and administrative$51.6M$49.3M$58.9M
Depreciation and amortization$35.8M$37.6M$39.0M
Transaction, integration, and restructuring expenses$7.6M$12.2M$11.5M
Goodwill impairment$196.1M$688.9M$287.4M
Total operating expenses$407.5M$908.3M$533.7M
Loss from operations-$224.3M-$710.8M-$329.8M
Interest income$7.0M$14.6M$13.6M
Interest expense-$11.3M-$14.8M-$15.2M
Gain on remeasurement of TRA liability$21.7M$76.9M$23.5M
Loss on partial extinguishment of debt-$507.0K$0$0
Other (expense) income, net-$1.8M$411.0K-$291.0K
Total other income, net$15.0M$77.1M$21.6M
Loss before income taxes-$209.3M-$633.7M-$308.2M
Benefit from income taxes$10.0M$42.3M$18.6M
Net loss-$199.3M-$591.4M-$289.6M
Less: Net loss attributable to noncontrolling interests-$60.4M-$178.3M-$87.2M
Net loss attributable to Definitive Healthcare Corp.-$138.9M-$413.1M-$202.4M
Basic-$1.30-$3.54-$1.79
Diluted-$1.30-$3.54-$1.79
Basic106.7M shares116.6M shares112.8M shares
Diluted106.7M shares116.6M shares112.8M shares

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Corporate structure

Definitive Healthcare Corp. sits at the top of its group. 10 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Definitive Healthcare Corp.

  • Definitive Healthcare Corp. Framingham, Massachusetts
    • AIDH Buyer, LLC Subsidiary · Delaware, United States
    • AIDH TopCo, LLC Subsidiary · Delaware, United States
    • Analytical Wizards Services Private Ltd Subsidiary · India
    • Analytical Wizards, Inc Subsidiary · Delaware, United States
    • Definitive Healthcare Holdings, LLC Subsidiary · Delaware, United States
    • Healthcare Sales Enablement, LLC Subsidiary · Delaware, United States
    • Monocl AB Subsidiary · Sweden
    • Monocl Holding Company, LLC Subsidiary · Delaware, United States
    • Populi, LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Definitive Healthcare Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$22.2M4 Dec 31, 2025$11.3M4 Dec 31, 2024+97.2%
Accumulated depreciation$9.5M4 Dec 31, 2025$7.5M4 Dec 31, 2024+27.5%
Property and equipment, net$12.7M4 Dec 31, 2025$3.8M4 Dec 31, 2024+234.5%
Operating-lease assets (leased space)$5.4M4 Dec 31, 2025$7.5M4 Dec 31, 2024−28.3%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$163.6M4 Dec 31, 2025$105.4M4 Dec 31, 2024+55.3%
Marketable securities, current$17.3M4 Dec 31, 2025$184.8M4 Dec 31, 2024−90.7%
Debt securities available for sale$17.3M4 Dec 31, 2025$184.8M4 Dec 31, 2024−90.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$197.2M4 Dec 31, 2025$393.3M4 Dec 31, 2024−49.9%
Finite-lived intangibles, gross$601.7M4 Dec 31, 2025$599.0M4 Dec 31, 2024+0.5%
Accumulated amortization$354.3M4 Dec 31, 2025$301.1M4 Dec 31, 2024+17.7%
Finite-lived intangibles, net$247.5M4 Dec 31, 2025$297.9M4 Dec 31, 2024−16.9%

Properties, in its own words

Our corporate headquarters is located in Framingham, Massachusetts and consists of approximately 40,500 square feet of space under a lease that expires in January 2029, with extension options. As of December 31, 2025, we have other offices in Sweden and India. We lease all of our facilities and do not own any real property. We believe that our facilities are adequate for our current and anticipated future use and that we will be able to secure additional space as needed to accommodate expansion of our operations.

Item 2 of the 10-K filed Feb 26, 2026.11

Leadership

Who has led Definitive Healthcare Corp., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Jason Ronald Krantz2021–2024
  2. Robert W. Musslewhite2022–2024
  3. Kevin Coop2024–2026
  4. Clay Brian Ritchey2026–now

President

  1. Robert W. Musslewhite2021–2022
  2. Jonathan Maack2022–2024

Chief financial officer

  1. Richard Douglas Booth2021–2025
  2. Casey Heller2025–now

Chief operating officer

  1. Kate Marie Shamsuddin2024–now
2025
Board members and other officers (26)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • AIDH Buyer, LLC Delaware3
  • AIDH TopCo, LLC Delaware3
  • Analytical Wizards Services Private Ltd India3
  • Analytical Wizards, Inc Delaware3
  • Definitive Healthcare Holdings, LLC Delaware3
  • Definitive Healthcare, LLC Massachusetts3
  • Healthcare Sales Enablement, LLC Delaware3
  • Monocl AB Sweden3
  • Monocl Company, LLC Delaware3
  • Monocl Holding Company, LLC Delaware3
  • Populi, LLC Delaware3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 16, 2026New chief executive Clay Brian Ritchey becomes CEO12
  2. Sep 9, 20268-K Regulation FD disclosure42
  3. Sep 2, 20268-K Executive or director change43
  4. Sep 2, 20268-K Other events44
  5. Aug 10, 20268-K Results of operations45
  6. Jun 24, 20268-K Listing notice or transfer46
  7. Jun 5, 20268-K Shareholder vote47
  8. May 7, 20268-K Results of operations48
  9. Apr 9, 20268-K Ended a material agreement49
  10. Apr 3, 20268-K Executive or director change50
  11. Feb 26, 20268-K Results of operations51
  12. Nov 6, 20258-K Results of operations52
  13. Aug 7, 20258-K Results of operations53
  14. Jun 24, 2024New chief executive Kevin Coop becomes CEO13
  15. Oct 12, 2022New chief executive Robert W. Musslewhite becomes CEO14
  16. Sep 15, 2021New chief executive Jason Ronald Krantz becomes CEO15

Calendar

Coming up

  1. Nov 5, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.01 a share, on Nov 6, 2025.54

When it reported results

  1. Aug 10, 2026Reported quarterly or annual results45
  2. May 7, 2026Reported quarterly or annual results48
  3. Feb 26, 2026Reported quarterly or annual results51
  4. Nov 6, 2025Reported quarterly or annual results52
  5. Aug 7, 2025Reported quarterly or annual results53
  6. May 8, 2025Reported quarterly or annual results55
  7. Feb 27, 2025Reported quarterly or annual results56
  8. Nov 7, 2024Reported quarterly or annual results57

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

334 filings to the SEC since October 2021: 6 annual reports, 16 quarterly reports, 49 major events, 201 insider forms, 23 large holders, 39 other. The latest 20:

  1. Oct 5, 20264 EDGAR
  2. Oct 5, 20264 EDGAR
  3. Oct 1, 2026SCHEDULE 13D/A EDGAR
  4. Sep 16, 20263 EDGAR
  5. Sep 9, 20268-K EDGAR
  6. Sep 3, 20264 EDGAR
  7. Sep 2, 20268-K EDGAR
  8. Sep 2, 2026SCHEDULE 13D EDGAR
  9. Sep 2, 20268-K EDGAR
  10. Sep 2, 2026SCHEDULE 13D EDGAR
  11. Aug 10, 202610-Q EDGAR
  12. Aug 10, 20268-K EDGAR
  13. Aug 4, 20264 EDGAR
  14. Aug 4, 20264 EDGAR
  15. Jul 6, 20264 EDGAR
  16. Jul 6, 20264 EDGAR
  17. Jun 24, 20268-K EDGAR
  18. Jun 9, 20264 EDGAR
  19. Jun 8, 20264 EDGAR
  20. Jun 8, 20264 EDGAR

The 334 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

11 open-market trades by officers, directors and large owners since October 2021: 2 buys and 9 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Dec 3, 2024Moschella WilliamChief Product & Tech OfficerSale45,000$4.70$211.5KForm 4
Aug 24, 2023Spectrum VII Co-Investment Fund, L.P.DirectorSale6,656$9.39$62.5KForm 4
May 12, 2023Spectrum VII Co-Investment Fund, L.P.DirectorSale6,240$9.11$56.8KForm 4
Feb 27, 2023SE VII DHC AIV Feeder, L.P.DirectorSale3,000,000$11.12$33.4MForm 4
Nov 7, 2022Krantz Jason RonaldDirectorBuy450,000$11.54$5.2MForm 4
Aug 9, 2022SE VII DHC AIV, L.P.DirectorSale1,016,000$22.75$23.1MForm 4
Aug 8, 2022Winn David RandallDirectorSale2,200,000$24.03$52.9MForm 4
Aug 8, 2022SE VII DHC AIV, L.P.DirectorSale1,100,000$24.50$26.9MForm 4
May 11, 2022Haywood Jeffrey CharlesDirectorSale18,315$15.46$283.1KForm 4
May 11, 2022Spectrum VII Co-Investment Fund, L.P.DirectorSale6,240$15.89$99.2KForm 4
Mar 3, 2022Booth Richard DouglasCHIEF FINANCIAL OFFICERBuy2,374$21.06$50.0KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Kevin Coop61$500.0K$8.6M66
2025Casey Heller37$362.3K$4.0M66
2025Benjamin Graboske56$318.4K$3.4M66
2024Chief Executive Officer$259.6K$10.9M66
2024Chief Financial Officer$328.8K$1.6M66

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Advent International, L.P.62,493,676$51.9M0.3%No change
Goldman Sachs Group Inc5,959,143$5.0M0.0%−84,757
D. E. Shaw & Co., Inc.1,973,193$1.6M0.0%−126,358
Vanguard Capital Management LLC1,829,463$1.5M0.0%−36,866
Kennedy Capital Management LLC1,737,044$1.4M0.0%New
Dimensional Fund Advisors LP1,453,209$1.2M0.0%−213,160
BlackRock, Inc.1,408,621$1.2M0.0%−1,576,946
Aqr Capital Management LLC899,132$747.1K0.0%+197,109
Geode Capital Management, LLC550,753$457.9K0.0%−628,941
Renaissance Technologies LLC525,040$436.3K0.0%+13,900
Two Sigma Investments, LP509,328$423.2K0.0%+275,747
Jacobs Levy Equity Management, Inc472,710$392.8K0.0%+173,237
Corient Private Wealth LP454,486$377.6K0.0%New
Arrowstreet Capital, Limited Partnership404,124$335.8K0.0%−24,818
Squarepoint Ops LLC351,575$292.1K0.0%+111,634
Barclays PLC323,670$268.9K0.0%−2,810
Millennium Management LLC275,896$229.2K0.0%−314,486
Pinnacle Associates Ltd260,037$216.1K0.0%+37
Pinnacle Wealth Management Advisory Group, LLC260,037$216.1K0.0%+37
Morgan Stanley254,149$211.2K0.0%−170,152
Vanguard Fiduciary Trust Co250,545$208.2K0.0%−10,061
State Street Corp241,671$200.8K0.0%−614,507
Charles Schwab Investment Management Inc201,901$167.8K0.0%−47,749
Sei Investments Co181,535$150.8K0.0%New
Citadel Advisors LLC166,291$138.2K0.0%−267,117

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Definitive Healthcare Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARDefinitive Healthcare Corp.1
  • CIK0001861795
  • Employer ID (EIN)86-398828111
  • Filer statusAccelerated filer not an emerging growth company; a smaller reporting company; not a shell company11
  • Incorporated inDelaware11
  • Fiscal year endsDecember 311
  • Industry code (SIC)7372 Services-Prepackaged Software1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address492 Old Connecticut Path, Suite 401, Framingham, MA 017011
  • Phone508-720-42241
  • Shares outstanding106,744,713 as of Aug 6, 20269
  • Public float$153.8M as of Jun 30, 202511
  • AuditorDeloitte & Touche LLP, Boston, MA PCAOB ID 34; it also attests to the company’s internal control over financial reporting11
  • On EDGAR sinceMay 28, 20211
  • Filings385 in all: 4 (196), 8-K (50), 3 (31), 10-Q (15), CORRESP (7), DEFA14A (7), S-8 (7), SC 13G (7)1
    All 32 form types

    UPLOAD (7), SC 13G/A (6), SCHEDULE 13G/A (6), 10-K (5), 144 (5), DEF 14A (5), ARS (4), DRSLTR (3), S-1/A (3), 424B4 (2), DRS (2), DRS/A (2), EFFECT (2), S-1 (2), SCHEDULE 13D (2), 10-K/A (1), 10-Q/A (1), 3/A (1), 8-A12B (1), CERT (1), NT 10-Q (1), S-3ASR (1), SCHEDULE 13D/A (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Feb 26, 2026
    Quarterly report (10-Q) Aug 10, 2026
    Proxy statement (DEF 14A) Apr 23, 2026
    Latest 8-K (8-K) Sep 9, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, $0.001 par valueDHThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Feb 26, 2026 (Section 12(b) of the Exchange Act).11

Risk factors and legal proceedings

The risks Definitive Healthcare Corp. names in Item 1A of its 10-K filed Feb 26, 2026: 70 risks under these headings, as written.11

  • Risks Related to Our Business and Industry
  • We generate substantially all of our revenue from sales of subscriptions to our platform and any decline in demand for our platform and the data we offer could have a material adverse effect on our business, financial condition and results of operations.
  • The market in which we operate is highly competitive, such that if we do not compete effectively, it could have a material adverse effect on our business, financial condition and results of operations.
  • If we fail to respond to advances in healthcare commercial intelligence, competitors could surpass the depth, breadth or accuracy of our platform.
  • If we are not able to obtain and maintain accurate, comprehensive or reliable data, we could experience reduced demand for our platform.
  • Our growth rates have fluctuated and may not be indicative of our future growth.
  • We may not achieve or sustain profitability in the future as we increase investments in our business or experience operational challenges.
  • We could lose our access to our data providers, which could negatively impact our platform and could have a material adverse effect on our business, financial condition and results of operations.
  • Our ability to introduce new features, intelligence modules, updates, integrations, capabilities and enhancements to our existing platform is dependent on innovation and our research and product development resources. If our investments in innovation do not translate into material enhancements to our platform or if those investments are more costly than we expect, we may not be able to effectively compete, which could have a material adverse effect on our business, financial condition and results of operations.
  • If we are unable to attract new customers and expand subscriptions of current customers, our revenue growth and financial performance will be negatively impacted.
  • Our use of AI, and the integration of 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 may fail to offer the optimal pricing and packaging of our solutions, which could negatively impact our growth strategy and ability to effectively compete in the market.
The other 59 risks
  • In deploying our solutions, we rely upon third-party providers of cloud-based infrastructure (“Cloud Providers”) to provide our services. Any disruption in the operations of Cloud Providers or interference with our use of Cloud Providers would adversely affect our business, results of operations and financial condition.
  • As more of our sales efforts target larger Enterprise Customers, our sales cycle has in the past, and may again in the future, become longer and more expensive, and we have in the past encountered, and may again in the future encounter, pricing pressure and implementation and configuration challenges that have required us, and may again in the future require us, to delay revenue recognition for some complex transactions, all of which could have a material adverse effect on our business, financial condition and results of operations.
  • If we fail to offer high-quality customer experience, our business and reputation will suffer.
  • Our customers or unauthorized parties could use our platform in a manner that is contrary to our values or applicable law, which could harm our relationships with customers or employees, or expose us to litigation or harm our reputation.
  • As we acquire and invest in companies or technologies, including through partnerships with other companies, we may not realize expected business or financial benefits and the acquisitions or investments could prove difficult to integrate, disrupt our business, dilute stockholder value and adversely affect our business, financial condition and results of operations.
  • If we fail to maintain adequate operational and financial resources, particularly if we grow rapidly, we may be unable to execute our business plan or maintain high levels of service and customer satisfaction.
  • We depend on our executive officers and other key employees, and the loss of one or more of these employees or an inability to attract and retain other highly skilled employees could have a material adverse effect on our business, financial condition and results of operations.
  • If we fail to protect and maintain our brand, our reputation may be harmed and our ability to attract and retain customers will be impaired.
  • A substantial portion of our revenue and cash flows from sales of our subscriptions to our platform to customers in the healthcare ecosystem, and factors that adversely affect it, including health reform measures and mergers within the healthcare ecosystem or regulatory changes, could also adversely affect us.
  • Changes in the sizes or types of organizations that subscribe to our platform could affect our business and our financial results may fluctuate due to increasing variability in our sales cycles.
  • If we have overestimated the size of our total addressable market, our future growth rate may be limited.
  • Our business could be negatively affected by changes in search engine algorithms and dynamics or other traffic-generating arrangements.
  • Operations outside the U.S. expose us to risks inherent in international operations.
  • Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies in the future could reduce our ability to compete successfully and have a material adverse effect on our business, financial condition and results of operations.
  • We have undertaken internal restructuring activities, and may do so again in the future. The assumptions underlying these activities may prove to be inaccurate, or we may fail to achieve the expected benefits therefrom.
  • Catastrophic events and geopolitical and trade tensions could disrupt our business and adversely affect our operating results.
  • Our solutions utilize open-source software, and any failure to comply with the terms of one or more of these open-source licenses could adversely affect our business.
  • We are subject to subscription and payment processing risk from our third-party vendors and any disruption to such processing systems could have a material adverse effect on our business, financial condition and results of operations.
  • Risks Related to Data Privacy and Cybersecurity
  • If our information technology systems or those of third parties with whom we work, or our data are or were compromised, we could experience material adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; and other adverse consequences.
  • Legal and Regulatory Risks
  • Our platform addresses heavily regulated functions within the healthcare ecosystem and such regulations and laws are subject to change. Failure to comply with applicable laws and regulations could lessen the demand for our solutions or subject us to significant claims and losses.
  • We are subject to sanctions, export controls, anti-corruption, anti-bribery, anti-money laundering and similar laws, and non-compliance with such laws can subject us to criminal penalties or significant fines and have a material adverse effect on our business, financial condition and results of operations.
  • We could be subject to claims brought by our customers, which could be costly and time consuming to defend.
  • We may be subject to litigation, investigations or other actions, which could harm our reputation and have a material adverse effect on our business, financial condition and results of operations.
  • We may be subject to liability if we breach our contracts, and our insurance may be inadequate to cover our losses.
  • We may be subject to legal liability for collecting, displaying or distributing information.
  • Risks Related to Intellectual Property
  • We may not be able to adequately protect our proprietary and intellectual property rights in our data analytics or data science.
  • We may be subject to claims by others that we are infringing on their intellectual property rights.
  • Our business could be adversely impacted by changes in laws and regulations related to the Internet or changes in access to the Internet generally.
  • Regulatory and legislative developments related to the use of AI could adversely affect our use of such technologies in our products, services, and business and expose us to legal and regulatory risks.
  • Risks Related to Certain Tax Matters
  • Unanticipated changes in our effective tax rate and additional tax liabilities may impact our financial results.
  • Changes in tax laws or regulations in the various tax jurisdictions we are subject to that are applied adversely to us or our paying customers could increase the costs of our platform and harm our business.
  • Our results of operations may be harmed if we are required to collect sales or other related taxes for subscriptions to our platform in jurisdictions where we have not historically done so.
  • Risks Related to Accounting and Financial Reporting Matters
  • Deferred revenue and change in deferred revenue may not be accurate indicators of our future financial results.
  • Because we recognize subscription revenue over the subscription term, downturns or upturns in new sales and renewals are not immediately reflected in full in our results of operations.
  • We have broad discretion in the use of our cash and short-term investment balances and may not use them effectively.
  • We have a significant amount of goodwill and intangible assets on our balance sheet, and our results of operations have in the past been and may in the future be adversely affected if we fail to realize the full value of our goodwill and intangible assets.
  • Risks Related to Our Indebtedness
  • We may not be able to secure sufficient additional financing on favorable terms, or at all, to meet our future capital needs.
  • Any default under our debt agreements could have significant consequences.
  • Our level of indebtedness could have a material adverse effect on our business, financial condition and results of operations.
  • The failure to comply with the covenants under our credit agreements or volatility in the credit and capital markets could have a material adverse effect on our business, financial condition, liquidity and results of operation.
  • Risks Related to Our Organizational Structure
  • We are a holding company, and our principal asset is our 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 TRA and pay other expenses.
  • In certain circumstances, Definitive OpCo will be required to make distributions to us and the other holders of LLC Units, and the distributions that Definitive OpCo will be required to make may be substantial.
  • Our organizational structure, including the TRA, confers certain benefits upon the TRA Parties that will not benefit holders of our Class A common stock to the same extent that it will benefit the TRA Parties. The TRA 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.
  • In certain cases, payments under the TRA to the TRA Parties may be accelerated or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the TRA.
  • The acceleration of payments under the TRA 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 common stock.
  • We will not be reimbursed for any payments made to the TRA Parties under the TRA in the event that any tax benefits are disallowed.
  • If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), as a result of our ownership of Definitive OpCo, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.
  • Risks Related to Ownership of Our Class A common stock
  • Future offerings of debt or equity securities by us may have a material adverse effect on the market price of our Class A common stock.
  • We may not realize the anticipated long-term stockholder value of our stock repurchase programs, and any failure to repurchase our common stock after we have announced our intention to do so may negatively impact our stock price.
  • Certain of our directors and stockholders will not have any obligation to present business opportunities to us and may compete with us.
  • Our quarterly results of operations may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.
  • The market price and trading volume of our Class A common stock has been and may continue to be volatile, which could result in rapid and substantial losses for our stockholders, and you may lose all or part of your investment.
  • The market price of our Class A common stock could be negatively affected by sales of substantial amounts of our Class A common stock in the public markets.
  • As a public company, we incur significant costs to comply with the laws and regulations affecting public companies, which could harm our business and results of operations.
  • Concentration of ownership of our common stock among our existing executive officers, directors, and principal stockholders may prevent new investors from influencing significant corporate decisions.
  • Delaware law and our organizational documents, as well as our existing and future debt agreements, may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium for their shares.
  • Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
  • Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, and designates the federal district courts of the United States as the sole and exclusive forum for claims arising under the Securities Act, which, in each case could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers employees, agents or other stockholders.
  • Our ability to issue preferred stock may deter takeover attempts.

Legal proceedings

Regarding the contingent consideration associated with our acquisition of Populi (See to Note 3. Acquisitions to our accompanying consolidated financial statements), we determined that the earn-out revenue targets were partially achieved for the calendar year 2024 performance period and not achieved for the calendar year 2025 performance period.

In May 2025, the former Populi equity holders delivered a notice asserting that the performance conditions for the 2024 performance period were satisfied at a higher payout tier than calculated by us and that additional consideration is due. We dispute this assertion and believe that, based on our interpretation of the purchase agreement and our calculation of the applicable performance metrics, no additional amounts are payable. The parties are engaged in litigation regarding this issue.

As of December 31, 2025, we have recorded a contingent consideration liability of $3.0 million, representing our management’s estimate of the fair value of the earn-out obligation. While we believe our interpretation of the agreement is appropriate and intend to vigorously defend our position, the ultimate outcome of this matter is uncertain. We will continue to evaluate this matter and adjust the estimated fair value of the contingent consideration liability as necessary based on developments in the dispute and any new information that becomes available.

In addition to the matter noted above, we are subject to various legal proceedings, claims, and governmental inspections, audits, or investigations that arise in the ordinary course of our business. Although the outcomes of these claims cannot be predicted with certainty, in the opinion of management, the ultimate resolution of these matters would not be expected to have a material adverse effect on our business, results of operations or financial condition.

The opening of Item 3, Legal Proceedings.11

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