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Item 1A. Risk Factors

2026-02-13 compared with 2025-02-20 · 94 added, 114 removed, 515 unchanged (29% of the section changed)

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In that event, the market price of our common stock will likely decline and you may lose part or all of your investment.

The disclosures in this section reflect our beliefs and opinions as to factors that could materially and adversely affect us in the future.

References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past.

Risk Factors Summary

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• Our industry is undergoing rapid technological changes, including with the introduction of artificial intelligence (“AI”), and we may not be able to keep up.

• We have made and expect to continue to make acquisitions that could disrupt our operations and harm our operating results.

• We use AI in our business, and challenges with properly maintaining its use could result in harm to our brand, reputation, business or customers, and adversely affect our results of operations.

• We have made and expect to continue to make acquisitions and investments that could disrupt our operations and harm our operating results.

• Current or future pandemics or global health crises, and related governmental responses could negatively affect our business, operations and financial performance.

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• The markets in which we operate are highly competitive, and we may not be successful in growing our brands or revenue.

• We may be found to infringe the intellectual property rights of others, and we may be unable to adequately protect of our own intellectual property rights.

• We may be found to infringe the intellectual property rights of others, and we may be unable to adequately protect our own intellectual property rights.

• We may be subject to risks from international operations, including risks associated with currency fluctuations and foreign exchange controls and adverse changes in global financial markets.

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• Our business is highly dependent on our billing systems functioning properly, and we face risks associated with card declines and merchant standards imposed by card companies.

• Changes in our tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new U.S.

or international tax legislation, or exposure to additional tax liabilities may adversely impact our financial results.

• We face risks associated with political instability and volatility in the economy.

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There are ongoing efforts by governmental and nongovernmental entities to create a universally accepted method for electronically signing documents.

Widespread adoption of so-called “digital signatures” have reduced, and could continue to in the future reduce demand for our fax services where the fax service is primarily being used to evidence a wet signature.

Widespread adoption of so-called “digital signatures” have reduced, and could continue to in the future reduce demand for our fax services where the fax service is primarily being used to

evidence a wet signature.

While we have introduced a digital signature product, other companies have offered such products for longer and have greater customer adoption.

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foundational, structural, semantic and organizational.

Customers or vendors could use any of these four components to define their particular “interoperability solution.” Separately, the Center for Medicare and Medicaid Services further defined a fifth component of interoperability that includes patients, which is not included in the HIMSS definition.

Furthermore, the Office of the National Coordinator for Health Information Technology (the “ONC”) has developed another definition that is included in the 21st Century Cures Act, which includes the concept of “information blocking” as a component of healthcare interoperability.

This wide variety of definitions has the potential to create a risk of confusion in the market, or allow competitors to reframe the problem to their advantage in a competitive situation, potentially

allowing less robust solutions to hold themselves out as healthcare interoperability solutions.

Customers or vendors could use any of these four components to define their particular “interoperability solution.” Separately, the Center for Medicare and

Medicaid Services further defined a fifth component of interoperability that includes patients, which is not included in the HIMSS definition.

Furthermore, the Assistant Secretary for Technology Policy/Office of the National Coordinator for Health Information Technology (the “ONC”) has developed another definition that is included in the 21st Century Cures Act, which includes the concept of “information blocking” as a component of healthcare interoperability.

This wide variety of definitions has the potential to create a risk of confusion in the market, or allow competitors to reframe the problem to their advantage in a competitive situation, potentially allowing less robust solutions to hold themselves out as healthcare interoperability solutions.

We expect to encounter significant competition for customers as the healthcare interoperability market develops.

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Any of the foregoing risks could have a material adverse effect on our business, prospects, financial condition, operating results and cash flows.

We have made and expect to continue to make acquisitions that could disrupt our operations and harm our operating results.

We intend to continue to develop new products and services and enhance existing products and services through acquisitions of other companies, technologies and personnel.

We use artificial intelligence in our business, and challenges with properly managing its use could result in harm to our brand, reputation, business or customers, and adversely affect our results of operations.

We are implementing the use of artificial intelligence (“AI”) solutions, including machine learning and generative AI tools, in our products and services and in internal tools that support our business.

These applications may become increasingly important in our operations over time.

This emerging technology presents a number of risks inherent in its use.

AI algorithms are based on machine learning and predictive analytics, which can create accuracy issues, unintended biases, and discriminatory outcomes that could harm our brand, reputation, business, or customers.

Additionally, no assurance can be made that the usage of AI will assist us in being more efficient or offset the costs of its implementation.

Further, dependence on AI without adequate safeguards to make certain business decisions may introduce additional operational vulnerabilities by producing inaccurate outcomes, recommendations, or other suggestions based on flaws in the underlying data or other unintended results.

Our obligation to comply with emerging AI initiatives, laws, and regulations, including under proposed or enacted legislation regulating AI in jurisdictions such as the U.S.

and European Union, could entail significant costs, negatively affect our business, or limit our ability to incorporate certain AI capabilities into our business.

We have made and expect to continue to make acquisitions and investments that could disrupt our operations and harm our operating results.

We intend to continue to develop new products and services and enhance existing products and services through acquisitions of and investments in other companies, technologies and personnel.

Acquisitions involve numerous risks, including the following:

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In addition, our effective tax rate for future periods is uncertain and could be impacted by mergers and acquisitions.

From time to time we also make strategic investments.

These investments typically involve many of the same risks posed by acquisitions, particularly those risks associated with the diversion of our resources, the inability of the new venture to be successful, the management of relationships with third parties, and potential expenses.

Strategic ventures have the added risk that the other strategic venture partners may have economic, business, or legal interests or objectives that are inconsistent with our interests and objectives.

Pandemics or global health crises, and related governmental responses could negatively affect our business, operations and financial performance.

The impact of pandemics and global health crises, such as the COVID-19 pandemic, has in the past had, and may in the future have, a negative effect on the global economy, disrupting the financial markets and creating increasing volatility and overall uncertainty.

The impact of pandemics and global health crises has in the past had, and may in the future have, a negative effect on the global economy, disrupting the financial markets and creating increasing volatility and overall uncertainty.

Among other things, pandemics and global health crises have resulted in, and may in the future result in, travel bans around the world, declarations of states of emergency, stay- or shelter-at-home requirements, business and school closures and manufacturing restrictions.

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and other countries in desirable locations at a reasonable cost and offer our services to our prospective customers without restrictions.

Our ability to procure and distribute numbers depends on factors such as

applicable regulations, the practices of telecommunications carriers that provide numbers, the cost of these numbers and the level of demand for new numbers.

Our ability to procure and distribute numbers depends on factors such as applicable regulations, the practices of telecommunications carriers that provide numbers, the cost of these numbers and the level of demand for new numbers.

For example, several years ago the Federal Communications Commission (the “FCC”) conditionally granted petitions by Connecticut and California to adopt specialized “unified messaging” area codes, but neither state has adopted such a code.

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We have from time to time experienced interruptions in our services and such interruptions may occur in the future.

Any damage to or disruption in the services provided by any of these suppliers, any adverse change in access to their platforms or services or in their terms and conditions of use or services, any cybersecurity or physical breach of their facilities, or any failure by them to handle current or higher volumes of activity could have a material adverse effect on our customer relations, business, prospects, financial condition, operating results and cash flows.

operating results and cash flows.

Our arrangements with these third parties typically are not exclusive and do not extend over a significant period of time.

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They may also be subject to break-ins, sabotage, intentional acts of vandalism, and similar misconduct, as well as local administrative actions, changes to legal or permitting requirements, and litigation to stop, limit, or delay operation.

The occurrence of a natural disaster, a pandemic (such as COVID-19) or an act of terrorism, a decision to close the facilities without adequate notice, or other unanticipated problems at these facilities could result in lengthy interruptions in our services.

The occurrence of a natural disaster, a pandemic or an act of terrorism, a decision to close the facilities without adequate notice, or other unanticipated problems at these facilities could result in lengthy interruptions in our services.

These hardware, software, data, and cloud computing systems may not continue to be available at reasonable prices, on commercially reasonable terms, or at all.

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Similarly, the operations of our partners and other third parties with which we work are also susceptible to the same risks.

There can be no assurance that our existing and planned precautions of backup systems, regular data backups, security protocols and other procedures will be adequate to prevent significant damage, system failure or data loss and the same is true for our partners, vendors and other third parties on which we rely.

is true for our partners, vendors and other third parties on which we rely.

We have experienced automated log in attempts to gain unauthorized access to customer accounts.

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We may not have the current capability to detect certain vulnerabilities, which may allow those vulnerabilities to persist in our systems over long periods of time.

Any system failure or security breach that causes interruptions or data loss in our operations, our partners, vendors, or other third parties, or in the computer systems of our customers or leads to the misappropriation of our or our customers’ confidential information could result in a significant liability to us (including in the form of judicial decisions and/or settlements, regulatory findings and/or forfeitures, and other means), cause considerable harm to us and our reputation (including requiring notification to customers, regulators, and/or the

media), cause a loss of confidence in our products and services, and deter current and potential customers from using our services.

Additionally, it may be difficult to determine the best way to investigate, mitigate, contain, and remediate the harm caused by a cybersecurity breach.

Such efforts may not be successful, and we may make errors or fail to take necessary actions.

It may take considerable time for us to investigate and evaluate the full impact of incidents, particularly for sophisticated attacks.

These factors may inhibit our ability to provide prompt, full, and reliable information about the incident to customers, partners, regulators, and the public.

We use vendors to assist with cybersecurity risks, but these vendors may not be able to assist us adequately in preparing for or responding to a cybersecurity incident.

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Our operations are dependent upon our ability to prevent system interruptions and, as we continue to grow, we will need to devote additional resources to improving our infrastructure in order to maintain the performance of our products and services.

The applications underlying our products and services are inherently complex and may contain material defects or errors, which may cause disruptions in availability or other performance problems.

The applications underlying our products and services are inherently complex and may contain material defects or

errors, which may cause disruptions in availability or other performance problems.

We have, from time to time, found defects in our products and services and may discover additional defects in the future that could result in data unavailability or unauthorized access or other harm to, or loss or corruption of, our customers’ data.

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Many of our competitors have access to considerable financial and technical resources with which to compete aggressively, including by funding future growth and expansion and investing in acquisitions, technologies, and research and development.

Further, emerging start-ups may be able to innovate and provide new products and

services faster than we can.

Further, emerging start-ups may be able to innovate and provide new products and services faster than we can.

In addition, competitors may consolidate with each other or collaborate, and new competitors may enter the market.

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and foreign trademark registrations for our brand names, logos, and other brand identifiers, including eFax.

If we are unable to obtain, maintain or protect trademark rights covering our brands across the territories in which they are or may be offered, the value of these brands may be diminished, competitors may be able to dilute, harm, or take advantage of our brand recognition and reputation, and our ability to attract customer may be adversely affected.

If we are unable to obtain, maintain or protect trademark rights covering our brands across the territories in which they are or may be offered, the

value of these brands may be diminished, competitors may be able to dilute, harm, or take advantage of our brand recognition and reputation, and our ability to attract customers may be adversely affected.

We hold domain names relating to our brands, in the U.S.

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trade protection measures and other regulatory requirements, such as U.S.

imposed tariffs along with retaliatory measures taken by other nations in response to these tariffs, which may affect our ability to provide our services;

imposed tariffs and other trade restrictions along with retaliatory measures taken by other nations in response to these tariffs, which may affect our ability to provide our services;

difficulties in staffing and managing international operations;

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We may be engaged in legal proceedings that could cause us to incur unforeseen expenses and could divert significant operational resources and our management’s time and attention.

From time to time, we may be subject to litigation or claims or become involved in other legal disputes or regulatory inquiries, including in the areas of patent infringement and anti-trust that could negatively affect our business operations and

financial condition.

Such disputes could cause us to incur unforeseen expenses, divert operational resources, occupy a significant amount of our management’s time and attention and negatively affect our business operations and financial condition.

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and global economies could result in increased numbers of rejected credit and debit card payments.

We believe this could result in increased customer cancellations and decreased customer signups.

We believe this could result in increased customer cancellations

and decreased customer signups.

Rejected credit or debit card payments, customer cancellations and decreased customer sign up may adversely impact our revenues and profitability.

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Changes in regulations relating to health information communication protocols could affect our business.

The Office of the National Coordinator for Health Information Technology (“ONC”) is the principal U.S.

The ONC is the principal U.S.

federal entity charged with the coordination of nationwide efforts to implement and use health IT for the electronic exchange of health information.

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If any of these reforms are adopted, they could cause us to alter or eliminate our non-paid services and to raise the price of our paid services, which could cause us to lose customers.

Any of these results could lead to a decrease in our revenues and net income and could materially adversely affect our business, prospects, financial condition, operating results and cash flows.

Any of these results could lead to a decrease in our revenues

and net income and could materially adversely affect our business, prospects, financial condition, operating results and cash flows.

The Telephone Consumer Protection Act (the “TCPA”) and FCC rules implementing the TCPA, as amended by the Junk Fax Act, prohibit sending unsolicited facsimile advertisements to telephone fax machines.

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Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change.

As a result, our

future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation.

As a result, our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation.

These changes may adversely impact our effective tax rate and harm our financial position and results of operations.

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The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”), which allows for penalties that run into the millions of dollars, requires commercial emails to include identifying information from the sender and a mechanism for the receiver to opt out of receiving future emails.

Several states have enacted additional, more

restrictive and punitive laws regulating commercial email.

Several states have enacted additional, more restrictive and punitive laws regulating commercial email.

Foreign legislation exists as well, including Canada’s Anti-Spam Legislation and the European laws that have been enacted pursuant to the GDPR and European Union Directive 2002/58/EC and its amendments.

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It is possible that these potential liabilities could cause a material adverse effect on our operations and harm our business reputation.

As of May 25, 2018, certain data transfers from and between the European Union (“EU”) are subject to the GDPR.

Certain data transfers from and between the European Union (“EU”) are subject to the GDPR.

As discussed in more detail below, the GDPR prohibits data transfers from the EU to other countries outside of the EU, including the U.S., without appropriate security safeguards and practices in place.

Previously, for certain data transfers from and between the EU and the U.S., we, like many other companies, had relied on what is referred to as the “EU-U.S.

Safe Harbor,” in order to comply with privacy obligations imposed by EU countries.

The European Court of Justice invalidated the EU-U.S.

Additionally, other countries that relied on the EU-U.S.

Safe Harbor that were not part of the EU have also found that data transfers to the U.S.

are no longer valid based on the European Court of Justice ruling.

Although U.S.

and EU policymakers approved a new framework known as “Privacy Shield” that would allow companies like us to continue to rely on some form of a safe harbor for the transfer of certain data from the EU to the U.S., on July 16, 2020, the Court of Justice of the European Union issued a judgment declaring as “invalid” the European Commission’s Decision (EU) 2016/1250 on the adequacy of the protection provided by the EU-U.S.

Privacy Shield, rendering it invalid.

We cannot predict how or if these issues will be resolved nor can we evaluate any potential liability at this time.

While the EU policymakers approved a new EU-U.S.

Data Privacy Framework in 2023, the validity of data transfer mechanisms and additional safeguards remains subject to legal, regulatory, and political review and developments in both Europe and the U.S.

With respect to data transfers from the E.U.

to the U.S., the European Commission adopted the adequacy decision for the EU-U.S.

Data Privacy Framework (the “Framework”), which permits personal data to flow from the E.U.

companies participating in the Framework.

Similarly, the U.K.

government adopted an adequacy decision for the U.S., the UK-US Data Bridge, which permits personal data to flow from the U.K.

companies participating in the Framework and the U.K.

Such evolving requirements could cause the Company to incur additional costs, require it to change business practices or affect the manner in which it provides its services.

The Company has put into place various alternative grounds on which to rely in order to be in compliance with relevant law for the transfer of data from overseas locations to the U.S.

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We cannot predict at this time whether the alternative grounds that we continue to implement will be found to be consistent with relevant laws nor what any potential liability may be at this time.

On June 28, 2018, the California legislature enacted the California Consumer Privacy Act (“CCPA”), which took effect on January 1, 2020 and became enforceable starting July 1, 2020.

The CCPA, which covers businesses that obtain or access personal information on California resident consumers grants consumers enhanced privacy rights and control over their personal information and imposes significant requirements on covered companies with respect to consumer data privacy rights.

The Company is also subject to the California Consumer Privacy Act (“CCPA”), which covers businesses that obtain or access personal information on California resident consumers grants consumers enhanced privacy rights and control over their personal information and imposes significant requirements on covered companies with respect to consumer data privacy rights.

The CCPA provides consumers with the right to opt out of the sale of their personal information including the requirement to include a “Do Not Sell” link on our websites and applications that sell personal data of California resident consumers.

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Further, on November 3, 2020, the California Privacy Rights Act (the “CPRA”) was voted into law by California residents.

The CPRA significantly amends the CCPA and imposes additional data protection obligations on companies doing business in California, including additional consumer rights processes and opt outs for certain uses of sensitive data.

It also creates a new California data protection agency specifically tasked to enforce the law, which could result in increased regulatory scrutiny of California businesses in the areas of data protection and security.

The substantive requirements for businesses subject to the CPRA went into effect on January 1, 2023 and became enforceable on July 1, 2023.

The CPRA significantly amended the CCPA and imposed additional data protection obligations on companies doing business in California, including additional consumer rights processes and opt outs for certain uses of sensitive data.

It also created a new California data protection agency specifically tasked to enforce the law, which could result in increased regulatory scrutiny of California businesses in the areas of data protection and security.

Similar laws have been passed in several other states and have been proposed in additional states and at the federal level.

Failure or perceived failure by us to comply with our policies, applicable requirements, or industry self-regulatory principles related to the collection, use, sharing or security of personal information, or other privacy, data-retention or data-protection matters could result in a loss of user confidence in us, damage to our brands, and ultimately in a loss of users and advertising partners, which could adversely affect our business.

Changes in these or any other laws and regulations or the

interpretation of them could increase our future compliance costs, limit the amount and type of data we can collect, transfer, share, or sell, make our products and services less attractive to our users, or cause us to change or limit our business practices.

Changes in these or any other laws and regulations or the interpretation of them could increase our future compliance costs, limit the amount and type of data we can collect, transfer, share, or sell, make our products and services less attractive to our users, or cause us to change or limit our business practices.

Further, any failure on our part to comply with any relevant laws or regulations may subject us to significant civil or criminal liabilities.

If we are subject to burdensome laws or regulations or if we fail to adhere to the requirements of public or private regulations, our business, financial condition and results of operations could suffer.

The requirements of being a public company, including developing and maintaining proper and effective disclosure controls and procedures and internal control over financial reporting, may strain our resources and divert management’s attention away from other business concerns.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq and other applicable securities rules and regulations that impose various requirements on public companies.

Our management and other personnel are required to devote a substantial amount of time to compliance with these requirements and as an independent public company, such compliance has resulted in increased legal, accounting and financial costs.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting.

In order to maintain and improve the effectiveness of such controls, we have expended, and anticipate that we will continue to expend, significant resources.

For example, we have hired and expect to continue to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to assist in our compliance efforts.

We have also incurred significant expenses and devoted substantial management effort toward compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.

To assist us in complying with these requirements we may need to hire more employees in the future, or engage outside consultants, which will increase our operating expenses.

As reported elsewhere in this Annual Report on Form 10-K, we previously identified material weaknesses in our internal control over financial reporting.

We cannot assure you that additional material weaknesses in our internal control over financial reporting will not be identified in the future.

While we have designed and implemented measures to remediate these material weaknesses, completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly or remain adequate.

Moreover, we are also continuing to develop our internal controls and processes.

Despite significant investment, our current controls and any new controls that we develop may become inadequate because of changes in business conditions.

For example, because we have acquired companies in the past and may continue to do so in the future, we need to effectively expend resources to integrate the controls of these acquired entities with ours.

Any failure to implement and maintain effective internal control over financial reporting could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting will be required to be included in the periodic reports that we file with the SEC.

Any future material weakness in our internal control over financial reporting, or adverse report thereon, could cause investors to lose confidence in the accuracy and completeness of our financial reports, could cause the market price of our common stock to decline, and could subject us to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities or shareholder litigation.

Our debt obligations could adversely affect our business and our ability to meet our obligations and pay dividends.

As of December 31, 2025, Consensus has total outstanding indebtedness of approximately $562.2 million, of which $7.5 million will mature in each of the years 2026 and 2027, and the remainder will mature in 2028.

We may also incur additional indebtedness in the future.

This significant amount of debt could have important adverse consequences to us and our investors, including:

• requiring a substantial portion of our cash flow from operations to make principal and interest payments;

• making it more difficult to satisfy other obligations;

• increasing the risk of a future credit ratings downgrade of our debt, which could increase future debt costs and limit the future availability of debt financing;

• increasing our vulnerability to general adverse economic, competitive and industry conditions;

• reducing the cash flows available to fund capital expenditures and other corporate purposes and to grow our business;

• limiting our flexibility in planning for, or reacting to, changes in our business and industry;

• placing us at a competitive disadvantage compared with our less-leveraged competitors;

• increasing our cost of borrowing;

• limiting our ability to borrow additional funds as needed, refinance our debt or take advantage of business opportunities as they arise, pay cash dividends or repurchase our common stock.

In addition, the indentures governing our indebtedness contain, and the agreements governing any future indebtedness may contain, restrictive covenants that may limit our ability to engage in activities that may be in our long-term best interest.

Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all of our debt.

Furthermore, we may be able to incur substantial additional indebtedness in the future.

The terms of our outstanding indebtedness limit, but do not prohibit, us from incurring additional indebtedness, and the additional indebtedness incurred in compliance with these restrictions could be substantial.

These restrictions will also not prevent us from incurring obligations that do not constitute “indebtedness.” If new indebtedness is added to our current debt levels, the related risks that we now face could intensify.

Our ability to incur additional indebtedness and/or refinance our existing indebtedness will depend on the debt and/or capital markets and our financial condition at the relevant time.

We may not be able to incur additional debt or refinance our existing debt on desirable terms or at all.

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments due on our debt obligations or to refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic, industry, and competitive conditions and to certain financial, business, legislative, regulatory, and other factors beyond our control, including those discussed elsewhere in this “Risk Factors” section.

We may be unable to maintain a level of cash flow sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

If our cash flow and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness.

We may not be able to implement any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations.

The indentures governing our indebtedness will restrict, and the agreements governing any future indebtedness may restrict, our ability to dispose of assets and use the proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due.

We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.

If we cannot make payments on our debt obligations, we will be in default and all outstanding principal and interest on our debt may be declared due and payable and we could be forced into bankruptcy or liquidation.

In addition, any event of default or declaration of acceleration under one debt instrument could result in an event of default under one or more of our other debt instruments.

Risks Related To Our Stock

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Internal control over financial reporting is complex and may be revised over time to adapt to changes in our business, or changes in applicable accounting rules.

As reported elsewhere in this Annual Report on Form 10-K, we previously identified material weaknesses in our internal control over financial reporting.

We have previously identified material weaknesses in our internal control over financial reporting, although all such material weaknesses have been remediated.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis.

We completed remediation measures related to the material weaknesses and concluded that our internal control over financial reporting was effective as of December 31, 2023.

Completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly or remain adequate.

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jurisdictions that do not legally provide for tax-free separations, which may be material.

Our debt obligations could adversely affect our business and our ability to meet our obligations and pay dividends.

As of December 31, 2024, Consensus has total outstanding indebtedness of approximately $598 million, of which $249 million will mature on October 15, 2026 and the remainder with mature on October 15, 2028.