What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-13 compared with 2025-02-20 · 227 added, 217 removed, 886 unchanged (33% of the section changed)

4 unchanged sentences

We have audited the accompanying consolidated balance sheets of Consensus Cloud Solutions, Inc.

and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders' equity (deficit), and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

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• We assessed management’s methodology utilized in calculating capitalized internal-use software development costs based on the allocation of capitalized labor costs.

We selected a sample of internal-use software projects and performed audit procedures to agree capitalized labor costs to time records and made certain inquiries of project members to further assess the reasonableness of time allocated to the selected internal-use software projects.

• We selected a sample of individual research and development costs, sales and marketing costs, and general and administrative costs incurred, and evaluated whether such costs were properly capitalized as internal-use software or not based upon the nature and stage of work performed and whether the requisite capitalization criteria were met.

We selected a sample of internal-use software projects and performed audit procedures to agree capitalized labor costs to time records and vendor invoices and made certain inquiries of project members to further assess the reasonableness of time allocated to the selected internal-use software projects.

• We tested the accuracy of the data used by management in the capitalization process by reconciling the data with source documents, such as payroll records and vendor invoices, and evaluated whether such costs were properly capitalized as internal-use software or not based upon the nature and stage of work performed and whether the requisite capitalization criteria were met.

• We conducted corroborative interviews with Company personnel involved in internal-use software development regarding the nature and functionality of costs incurred related to capitalized software projects.

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We have served as the Company's auditor since 2023.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors

CONSENSUS CLOUD SOLUTIONS, INC.

Los Angeles, California

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of income, comprehensive income, stockholders’ deficit, and cash flows of Consensus Cloud Solutions, Inc.

(the “Company”) for the year ended December 31, 2022, and the related notes and schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended December 31, 2022 , in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ BDO USA, LLP

We served as the Company's auditor from 2014 through 2023.

Los Angeles, California

March 31, 2023

CONSENSUS CLOUD SOLUTIONS, INC.

AND SUBSIDIARIES

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TOTAL ASSETS $ 663,815 $ 602,201

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Accounts payable and accrued expenses $ 36,045 $ 36,477

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Additional paid-in capital 76,984 59,373

Accumulated deficit ( 83,678 ) ( 173,113 )

Retained earnings (accumulated deficit) 849 ( 83,678 )

Accumulated other comprehensive loss ( 8,795 ) ( 23,051 )

TOTAL STOCKHOLDERS’ DEFICIT ( 79,463 ) ( 176,122 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 602,201 $ 647,255

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) 13,773 ( 79,463 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 663,815 $ 602,201

See Notes to Consolidated Financial Statements

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Interest income 2,515 2,546 3,715

Other income (expense), net 4,278 ( 2,413 ) ( 1,582 )

Other (expense) income, net ( 3,217 ) 4,278 ( 2,413 )

Income before income taxes 114,009 122,245 103,164

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Net income $ 84,527 $ 89,435 $ 77,295

Other comprehensive (loss) income:

Other comprehensive income (loss):

Foreign currency translation adjustment 14,256 ( 9,874 ) 5,931

Other comprehensive (loss) income ( 9,874 ) 5,931 ( 2,251 )

Other comprehensive income (loss) 14,256 ( 9,874 ) 5,931

Comprehensive income $ 98,783 $ 79,561 $ 83,226

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Deferred income taxes 17,797 2,647 2,428

Gain on extinguishment of debt ( 6,557 ) ( 4,795 ) —

Loss (gain) on extinguishment of debt 919 ( 6,557 ) ( 4,795 )

Decrease (increase) in:

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Purchases of property and equipment ( 30,233 ) ( 33,440 ) ( 36,461 )

Acquisition of businesses, net of cash received — — ( 12,230 )

Purchases of investments ( 5,000 ) — ( 4,000 )

Purchases of intangible assets — — ( 1,000 )

Net cash used in investing activities ( 35,233 ) ( 33,440 ) ( 40,461 )

Cash flows from financing activities:

Borrowings from term loans 150,000 — —

Repayment of senior notes ( 234,139 ) — —

Debt issuance cost ( 1,674 ) — —

Proceeds from line of credit 70,000 — —

Repayment of line of credit ( 6,000 ) — —

Proceeds from the issuance of common stock under employee stock purchase plan 1,307 1,334 1,386

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

Years Ended December 31, 2025, 2024 and 2023

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Common stock Additional

paid-in Treasury stock Accumulated Accumulated other comprehensive Total

Shares Amount capital Shares Amount deficit

paid-in Treasury stock Retained earnings (accumulated deficit) Accumulated other comprehensive loss Total equity (deficit)

Shares Amount capital Shares Amount

Balance, December 31, 2022 20,105,545 $ 201 $ 21,650 ( 189,114 ) $ ( 7,596 ) $ ( 250,408 ) $ ( 19,108 ) $ ( 255,261 )

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Share-based compensation — — 20,101 — — — — 20,101

Adjustments related to the Separation — — — — — ( 4,236 ) — ( 4,236 )

Balance, December 31, 2023 20,273,686 $ 203 $ 41,247 ( 1,028,662 ) $ ( 31,282 ) $ ( 173,113 ) $ ( 13,177 ) $ ( 176,122 )

20,105,545 $ 201 $ 21,650 ( 189,114 ) $ ( 7,596 ) $ ( 250,408 ) $ ( 19,108 ) $ ( 255,261 )

Net income — — — — — 89,435 — 89,435

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Balance, December 31, 2025 21,057,258 $ 211 $ 76,984 ( 2,098,810 ) $ ( 55,476 ) $ 849 $ ( 8,795 ) $ 13,773

20,609,725 $ 206 $ 59,373 ( 1,085,725 ) $ ( 32,313 ) $ ( 83,678 ) $ ( 23,051 ) $ ( 79,463 )

See Notes to Consolidated Financial Statements

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Consensus Cloud Solutions, Inc., together with its subsidiaries (“Consensus Cloud Solutions”, “Consensus”, the “Company”, “our”, “us” or “we”), is a provider of secure information delivery services with a scalable Software-as-a-Service (“SaaS”) platform.

Consensus serves approximately 800 thousand customers of all sizes, from enterprises to individuals, across approximately 46 countries and multiple industry verticals including healthcare, government, financial services, law and education.

Consensus serves customers of all sizes, from enterprises to individuals, across the globe and multiple industry verticals including, but not limited to, healthcare, government, financial services, law and education.

Beginning as an online fax company over two decades ago, Consensus has evolved into a global provider of enterprise secure communication solutions.

Our communication and digital signature solutions enable our customers to securely and cooperatively access, exchange and use information across organizational, regional and national boundaries.

Consensus Cloud Solutions, Inc.

On September 21, 2021, J2 Global, Inc., known since October 7, 2021 as Ziff Davis, Inc.

(“Ziff Davis” or the “Former Parent”) announced that its board of directors approved the separation of its Cloud Fax business (the “Separation” or the “Spin-Off”), into an independent publicly traded company, Consensus Cloud Solutions, Inc.

On October 7, 2021, the Separation was completed and the Former Parent transferred certain assets and liabilities associated with its Cloud Fax business to Consensus, including the equity interests in Consensus Cloud Solutions, LLC, formerly known as J2 Cloud Services, LLC (“J2 Cloud Services”), in exchange for approximately $ 259.1 million in cash, an asset related to $ 500.0 million in aggregate principal amount of the 6.5 % Senior Notes due in 2028, and the return of the assets and liabilities related to the non-fax business back to Ziff Davis.

On October 8, 2021, Consensus began trading on the Nasdaq Stock Market LLC (“Nasdaq”) under the stock symbol “CCSI”.

Ziff Davis retained a 19.9 % interest in Consensus following the Separation.

Subsequently, Ziff Davis has sold, or otherwise disposed of, its shares of Consensus capital stock, reducing its beneficial ownership in the Company to zero as of December 31, 2024.

Our communication, extraction and digital signature solutions enable our customers to securely and cooperatively access, exchange and use information across organizational, regional and national boundaries.

Basis of Presentation and Summary of Significant Accounting Policies

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ASC 820 provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities (see Note 4 - Fair Value Measurements).

The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and long-term debt are reflected in the financial statements at cost.

With the exception of long-term debt, cost approximates fair value due to the short-term nature of such instruments.

The fair value of the Company’s outstanding debt was determined using the quoted market prices of debt instruments with similar terms and maturities when available (see Note 8 - Long-Term Debt).

The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and borrowings under credit facilities (including fixed interest rate and variable interest rate debt) are reflected in the financial statements at cost.

With the exception of fixed interest rate debt, cost approximates fair value due to the variable interest rates for variable interest rate debt or due to the short-term nature of such instruments.

The fair value of the Company’s fixed-rate outstanding debt was determined using the quoted market prices of debt instruments with similar terms and maturities when available (see Note 7 - Long-Term Debt).

(f) Investments

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Equity securities without a readily determinable fair value, which are not accounted for under the equity method of accounting, are measured at their cost, less impairment, if any, and adjusted for observable price changes arising from orderly transactions in the same or similar investment from the same issuer.

Any unrealized gains or losses resulting from adjustments due to observable price changes, if applicable, are reported within earnings on the Consolidated Statement of Income.

As of December 31, 2024 and 2023, the carrying amount of the Company’s investments accounted for under the measurement alternative method in accordance with ASC 321 was $ 4.0 million and is included in other assets within the Company’s Consolidated Balance Sheets.

If the Company becomes aware of a significant decline in value that is other-than-temporary, the Company assesses whether an other-than-temporary impairment loss on an investment has occurred due to declines in fair value or other market conditions.

The loss will be recorded in the period in which the Company identifies the decline.

During the years ended December 31, 2024 and 2023, the Company did not recognize any unrealized gains or losses and did not have any impairments during the respective periods.

Any unrealized gains or losses resulting from adjustments due to observable price changes, if applicable, are reported within earnings on the Consolidated Statement of Income (see Note 4 - Fair Value Measurements).

(g) Cash and Cash Equivalents

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(h) Debt Issuance Costs

The Company capitalizes costs incurred with borrowing and issuance of debt securities and records debt issuance costs as a reduction to the debt amount.

These costs are amortized and included in interest expense over the life of the related debt security using the effective interest method.

The Company capitalizes costs incurred with borrowing and issuance of debt securities.

Debt issuance costs associated with term debt are recorded as a reduction to the debt amount and are amortized and included in interest expense over the life of the related debt security using the effective interest method.

Debt issuance costs associated with revolving credit facilities are recorded within prepaid expenses and other current assets and other assets and are amortized to interest expense on a straight-line basis over the term of the facility.

(i) Concentration of Credit Risk

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At December 31, 2025, the Company’s cash and cash equivalents were maintained in accounts in qualifying financial institutions that are insured up to the limit determined by the applicable governmental agency.

These institutions are primarily within the United States and Luxembourg, however, the Company has accounts within several other countries including the United Kingdom, Australia, Japan, Canada, Ireland, Hong Kong and New Zealand.

These institutions are primarily within the United States and Luxembourg, however, the Company has accounts within several other countries and/or territories including the United Kingdom, Australia, Japan, Canada, Ireland, Hong Kong and New Zealand.

(j) Foreign Currency

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Gains and losses resulting from translation are recorded as a component of accumulated other comprehensive loss.

Net translation (loss) gain was $( 9.9 ) million, $ 5.9 million and $( 2.3 ) million for the years ended December 31, 2024, 2023 and 2022, respectively.

Foreign exchange gain (loss) from foreign currency transactions is recorded within other income (expense), net on the Consolidated Statements of Income and amounted to $ 4.3 million, $( 2.4 ) million and $( 1.6 ) million for the years ended December 31, 2024, 2023 and 2022, respectively.

Net translation gain (loss) was $ 14.3 million, $( 9.9 ) million and $ 5.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Foreign exchange (loss) gain from foreign currency transactions is recorded within other (expense) income, net on the Consolidated Statements of Income and amounted to $( 3.2 ) million, $ 4.3 million and $( 2.4 ) million for the years ended December 31, 2025, 2024 and 2023, respectively.

There were no reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2025, 2024 and 2023.

(k) Property and Equipment

Property and equipment are stated at cost.

Equipment under finance leases is stated at the present value of the minimum lease payments.

Finance leases are stated at the present value of the minimum lease payments.

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets and is recorded in cost of revenues and general and administrative expenses on the Consolidated Statements of Income.

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If the carrying value of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized for the difference.

The Company has a

single reporting unit.

The Company has a single reporting unit.

In the fourth quarter of 2025, the Company performed the annual impairment test for goodwill for the year ended December 31, 2025 using a qualitative assessment, primarily taking into consideration macroeconomic, industry and market conditions, overall financial performance and any other relevant company-specific events.

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During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain.

The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due.

establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due.

These reserves for tax contingencies are established when the Company believes that certain positions might be challenged despite the Company’s belief that its tax return positions are fully supportable.

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These inputs are subjective and are determined using management’s judgment.

The Company estimates the expected term based upon the contractual term of the award (see Note 14 - Equity Incentive and Employee Stock Purchase Plan).

The Company estimates the expected term based upon the contractual term of the award.

For awards with performance-based conditions, share-based compensation expense is recognized using the graded-vesting method over the requisite service period if it is probable that the performance condition will be satisfied.

The share-based compensation expense for performance-based awards is evaluated each quarter based on the achievement of the performance conditions.

The effect of a change in the estimated number of performance-based awards expected to be earned is recognized in the period those estimates are revised (see Note 13 - Equity Incentive and Employee Stock Purchase Plan).

(q) Earnings Per Common Share (“EPS”)

EPS is calculated pursuant to the two-class method as defined in FASB ASC Topic No.

260, Earnings per Share (“ASC 260”), which specifies that all outstanding unvested share-based payment awards that contain rights to nonforfeitable

dividends or dividend equivalents are considered participating securities and should be included in the computation of EPS pursuant to the two-class method.

In accordance with FASB ASC Topic No.

260, Earnings per Share (“ASC 260”), EPS is calculated under the treasury method or the two-class method, whichever is more dilutive.

ASC 260 specifies that under the two-class method, all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends or dividend equivalents are considered participating securities and should be included in the computation of EPS.

Basic EPS is calculated by dividing net distributed and undistributed earnings allocated to common shareholders, excluding participating securities, by the weighted-average number of common shares outstanding.

The Company’s participating securities consist of its unvested share-based payment awards that contain rights to nonforfeitable dividends or dividend equivalents.

Diluted EPS includes the determinants of basic EPS and, in addition, reflects the impact of other potentially dilutive shares outstanding during the period.

Diluted EPS includes the determinants of basic EPS and, in addition, reflects the impact of other

potentially dilutive shares outstanding during the period.

The dilutive effect of participating securities is calculated under the more dilutive of either the treasury method or the two-class method (see Note 15 - Earnings Per Share).

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In December 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements.

The amendments in this ASU are effective for all fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The Company adopted ASU 2023-07 for the year ended December 31, 2024 (see Note 17 - Segment Information).

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

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The amendments in this ASU should be applied on either a prospective or retrospective basis.

The amendments in this ASU are effective for fiscal periods beginning after December 15, 2024.

The amendments in this ASU are effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

The Company is evaluating the potential impact of this guidance on its consolidated financial statements.

The Company adopted ASU No.

2023-09 for the year ended December 31, 2025 on a prospective basis (see Note 11 - Income Taxes).

In November 2024, the FASB issued ASU No.

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The amendments in this ASU require disclosure of more information about certain expenses and costs and should be applied on either a prospective or retrospective basis.

The amendments in this ASU are effective for fiscal periods beginning after December 15, 2026.

The amendments in this ASU are effective for annual periods beginning after December 15, 2026.

Early adoption is permitted.

The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.

(v) Reclassifications

Certain prior year amounts have been reclassified for consistency with the current year presentation.

These reclassifications had no effect on the reported results of operations.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

The amendments in this ASU provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets.

The amendments in this ASU

should be applied on a prospective basis.

The amendments in this ASU are effective for annual periods beginning after December 15, 2025, and for interim periods within those annual periods.

Early adoption is permitted.

The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

The amendments in this ASU modernize the recognition and disclosure framework for internal-use software costs by removing the previous “development stage” model and introducing a more judgment-based "probable-to-complete" approach.

The amendments in this ASU should be applied on either a prospective, retrospective or modified transition approach basis.

The amendments in this ASU are effective for annual periods beginning after December 15, 2027, and for interim periods within those annual periods.

Early adoption is permitted.

The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Improvements to Interim Disclosure Requirements.

The amendments in this ASU clarify disclosure requirements for interim financial statements.

The amendments in this ASU can be applied on either a prospective or retrospective basis.

The amendments in this ASU are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.

In December 2025, the FASB issued ASU No.

2025-12, Codification Improvements.

The amendments in this ASU address suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to GAAP.

The update represents changes to the codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years.

Entities are required to apply the amendments to ASC 260 retrospectively.

All other amendments may be applied prospectively or retrospectively.

Early adoption is permitted.

The Company is evaluating the potential impact of this guidance on its consolidated financial statements.

The Company earns revenue from contracts with customers, primarily through the provision of cloud-based communication and digital signature solutions that allow customers to access the Company’s software without taking possession.

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The Company typically charges an upfront subscription amount for services, or an amount for usage in arrears, or a combination thereof, as other payment terms would affect the nature of the risk assumed by the Company due to the costs of the customer acquisition and the highly competitive and commoditized nature of the business the Company operates.

Costs to Fulfill a Contract

Costs to Obtain a Contract

The Company’s revenues are primarily generated from customer contracts that are for one year or less.

Costs primarily consist of incentive compensation paid based on the achievements of sales targets in a given period for related revenue streams and are recognized in the month when the revenue is earned.

Incentive compensation is paid upon the issuance or renewal of the customer contract.

Incentive compensation is paid upon the issuance or renewal of the

customer contract.

As a practical expedient, for amortization periods that are determined to be one year or less, the Company expenses any incremental costs of obtaining the contract with a customer when incurred.

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

Business Acquisitions

The Company uses acquisitions as a strategy to grow its customer base by increasing its presence in new and existing markets, expand and diversify its service offerings, enhance its technology and acquire skilled personnel.

Summit Healthcare Acquisition

On February 4, 2022, in a cash transaction, the Company acquired certain assets of Summit Healthcare Services, Inc.

(“Summit”), a Massachusetts based provider of secure interoperability solutions within the healthcare industry.

The Consolidated Statements of Income since the date of acquisition reflect the results of operations of this 2022 acquisition.

For the year ended December 31, 2022, this acquisition contributed $ 6.8 million to the Company’s revenues.

Net income contributed by this acquisition was not separately identifiable due to the Company’s integration activities and is not material.

Total consideration for this transaction was $ 12.2 million, net of cash acquired.

Fair Value Measurements

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The carrying value of the Company’s cash and cash equivalents approximates fair value.

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

The fair value of fixed interest rate long-term debt is determined using recent quoted market prices or dealer quotes for each of the Company’s instruments, which are Level 1 inputs (see Note 7 - Long-Term Debt).

The carrying value of long-term debt is reflected in the financial statements at cost.

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However, if any of these types of assets become impaired, the carrying values of the assets are written down to fair value using Level 3 inputs.

The carrying amount of the Company’s investments accounted for using the measurement alternative method in accordance with FASB ASC Topic No.

321, Investments - Equity Securities (“ASC 321”) as of December 31, 2025 and 2024, was $ 8.0 million and $ 4.0 million, respectively, and is included in other assets within the Company’s Consolidated Balance Sheets.

The Company reviews these investments at each reporting period to determine if there are indicators of impairment.

If the Company determines that an investment is impaired, the loss will be recorded in the period in which the impairment is identified.

During the years ended December 31, 2025, 2024 and 2023, the Company did not recognize any unrealized gains or losses and did not have any impairments during the respective periods.

Property and Equipment

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1.6 years 109,663 103,616 6,047

Other purchased intangibles 1.2 years 11,914 10,576 1,338

Other purchased intangibles 1.0 year 11,917 10,821 1,096

Total $ 184,220 $ 176,926 $ 7,294

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Long-Term Debt

Long-term debt as of December 31, 2024 and 2023 consists of the following (in thousands):

Long-term debt as of December 31, 2025 and 2024 consists of the following, terms defined below (in thousands):

2026 Senior Notes $ — $ 248,980

2028 Senior Notes 348,247 349,137

DDTL Facility 150,000 —

Revolving Credit Facility 64,000 —

562,247 598,117

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$ 551,322 $ 574,080

As of December 31, 2024 and 2023, the estimated fair value of the 2026 Senior Notes (as defined below) was approximately $ 246.2 million and $ 266.0 million, respectively, and was based on quoted market prices or dealer quotes for the 2026 Senior Notes which are Level 1 inputs in the fair value hierarchy.

As of December 31, 2024, the estimated fair value of the 2026 Senior Notes (as defined below) was approximately $ 246.2 million and was based on quoted market prices or dealer quotes for the 2026 Senior Notes, which are Level 1 inputs in the fair value hierarchy.

As of December 31, 2025 and 2024, the estimated fair value of the 2028 Senior Notes (as defined below) was approximately $ 349.1 million and $ 346.1 million, respectively, and was based on quoted market prices or dealer quotes for the 2028 Senior Notes, which are Level 1 inputs in the fair value hierarchy.

At December 31, 2024, future contractual principal payments for debt were as follows (in thousands):

(1) The Company has reclassified $ 0.9 million from the 2028 period into the 2025 period as debt repurchases were made subsequent to December 31, 2024, but prior to the filing of these financial statements (see Note 20 - Subsequent Events).

As of December 31, 2025, future contractual principal payments for debt were as follows (in thousands):

2026 Senior Notes

On October 7, 2021, Consensus issued $ 305.0 million of 6.0 % senior notes due in 2026 (the “2026 Senior Notes”), in a private placement offering exempt from the registration requirements of the Securities Act of 1933.

Consensus received proceeds of $ 301.2 million, after deducting the initial purchasers’ discounts, commissions and offering expenses.

The 2026 Senior Notes are presented as current portion of long-term debt and long-term debt, net of current portion, which is presented net of deferred issuance costs, on the Consolidated Balance Sheets as of December 31, 2024 and 2023.

The 2026 Senior Notes bear interest at a rate of 6.0 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, which commenced on April 15, 2022.

The 2026 Senior Notes mature on October 15, 2026, and are senior unsecured obligations of the Company which are guaranteed, jointly and severally, on an unsecured basis by certain of the Company’s existing and future domestic direct and indirect wholly-owned subsidiaries.

If Consensus Cloud Solutions, Inc.

or any of its restricted subsidiaries acquires or creates a domestic restricted subsidiary, other than an Insignificant Subsidiary (as defined in the indenture pursuant to which the 2026 Senior Notes were issued (the “2026 Indenture”)), after the issue date, or any Insignificant Subsidiary ceases to fit within the definition of Insignificant Subsidiary, such restricted subsidiary is required to unconditionally guarantee, jointly and severally, on an unsecured basis, the Company’s obligations under the 2026 Senior Notes.

The Company may redeem some or all of the 2026 Senior Notes at any time on or after October 15, 2023 at specified redemption prices, plus accrued and unpaid interest, if any, up to, but excluding the redemption date.

The Indenture contains covenants that restrict the Company’s ability to (i) pay dividends or make distributions on the Company’s common stock;

(ii) make certain restricted payments;

(iii) create liens or enter into sale and leaseback transactions;

(iv) enter into transactions with affiliates;

(v) merge or consolidate with another company;

and (vi) transfer and sell assets.

These covenants contain certain exceptions.

Restricted payments are applicable only if Consensus Cloud Solutions, Inc.

and subsidiaries designated as restricted subsidiaries has a net leverage ratio of greater than 3.0 to 1.0.

In addition, if such net leverage ratio is in excess of 3.0 to 1.0, the restriction on restricted payments is subject to various exceptions, including the total aggregate amount not to exceed the greater of (A) $ 100.0 million and (B) 50.0 % of EBITDA for the most recently ended four fiscal quarter period ended immediately prior to such date for which internal financial statements are available.

The Company is in compliance with its debt covenants as of December 31, 2024.

During the year ended December 31, 2025, the Company redeemed the remaining outstanding principal balance of the 2026 Senior Notes in full.

The redemption was funded using proceeds from the 2025 Credit Facility (as defined below) and cash on hand.

As of December 31, 2025, there was no outstanding principal balance or unamortized debt issuance costs related to the 2026 Senior Notes.

For the year ended December 31, 2025, a loss on debt extinguishment of $ 0.8 million related to the redemption of the 2026 Senior Notes is included in interest expense on the Consolidated Statements of Income.

The following table provides additional information related to our 2026 Senior Notes as of December 31, 2025 and 2024 (in thousands):

Principal amount of 2026 Senior Notes

$ 248,980 280,014

Debt issuance costs — ( 1,536 )

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In exchange for the equity interest in the Company, Consensus issued the 2028 Senior Notes to Ziff Davis.

Ziff Davis then exchanged the 2028 Senior Notes with lenders under its credit agreement (or their affiliates) in exchange for extinguishment of a similar amount indebtedness under such credit agreement.

Ziff Davis then exchanged the 2028 Senior Notes with lenders under its credit agreement (or their affiliates) in exchange for extinguishment of a similar amount of indebtedness under such credit agreement.

The 2028 Senior Notes are presented as current portion of long-term debt and long-term debt, net of current portion, which are presented net of deferred issuance costs, on the Consolidated Balance Sheets as of December 31, 2025 and 2024.

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On March 4, 2022, the Company entered into a Credit Agreement (the “2022 Credit Agreement”) with certain lenders party thereto (the “Lenders”) and MUFG Union Bank, N.A., as agent (the “Agent”).

Pursuant to the Credit Agreement, the Lenders have provided Consensus with a senior secured revolving credit facility of $ 25.0 million (the “Credit Facility”) with an option held by the Company to obtain an additional commitment of up to a maximum of $ 25.0 million.

The final maturity of the Credit Facility will occur on March 4, 2027.

As of December 31, 2024, no amount had been drawn down on the Credit Facility.

The Credit Facility is guaranteed by each wholly-owned material domestic subsidiary of Consensus, and secured by substantially all assets of Consensus and the guarantors.

The loans made under the Credit Facility are subject to a Secured Overnight Financing Rate (“SOFR”) base interest rate plus a SOFR margin between 1.75 % - 2.50 %, with stepdowns subject to the total net leverage ratio.

The Credit Facility is subject to a total net leverage ratio covenant and a minimum EBITDA requirement, in each case tested on a quarterly basis.

The Credit Agreement contains covenants that restrict the Company’s ability to:

Pursuant to the 2022 Credit Agreement, the Lenders provided Consensus with a senior secured revolving credit facility of $ 25.0 million with an option held by the Company to obtain an additional commitment of up to a maximum of $ 25.0 million.

The final maturity of the credit facility was scheduled to occur on March 4, 2027.

On July 9, 2025, this credit facility was retired with no balance.

2025 Credit Agreement

On July 9, 2025, the Company entered into a Credit Agreement (the “2025 Credit Agreement”) with certain lenders party thereto (the “Lenders”) and U.S.

Bank National Association, as agent (the “Agent”).

Pursuant to the 2025 Credit Agreement, the Lenders have provided the Company with a senior secured revolving credit facility of $ 75.0 million (the “Revolving Credit Facility”) and a senior secured delayed-draw term loan facility of $ 150.0 million (the “DDTL Facility” and together with the Revolving Credit Facility, the “2025 Credit Facility”).

The final maturity of the 2025 Credit Facility will occur on July 10, 2028, subject to limited customary accelerators.

The Company incurred debt issuance costs of $ 1.7 million associated with the 2025 Credit Agreement, of which $ 0.6 million and $ 1.1 million have been allocated to the Revolving Credit Facility and the DDTL Facility, respectively.

Subject to the terms and conditions of the 2025 Credit Agreement, the Company may borrow, repay and reborrow revolving loans at any time during the term of the facility.

Borrowings under the DDTL Facility that are prepaid or repaid may not be reborrowed.

Voluntary prepayments of loans and voluntary reductions of unused commitments under the 2025 Credit Agreement are permissible without penalty (other than customary interest breakage charges).

The 2025 Credit Facility is guaranteed by each wholly-owned material domestic subsidiary of the Company and secured by substantially all assets of the Company and the guarantors, subject to other customary exceptions.

Commencing with the first full fiscal quarter ending after the DDTL Facility is funded, the Company is required to make consecutive quarterly principal payments, each in an amount of 1.25 % of the initial aggregate principal amount borrowed on the DDTL Facility.

The interest rates applicable to the loans made under the 2025 Credit Facility are, at the Company’s option, equal to either a base rate or the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin based on the total net leverage ratio ( 0.50 % - 1.25 % in the case of base rate loans and 1.50 % - 2.25 % in the case of SOFR loans).

Due to the variable nature of these interest rates, the Company has determined that the carrying value of any borrowings under the 2025 Credit Facility approximates fair value.

As of December 31, 2025, the Company had $ 150.0 million outstanding under the DDTL Facility and $ 64.0 million outstanding under the Revolving Credit Facility and the weighted-average interest rate on borrowings under the 2025 Credit Facility was 5.7 %.

The 2025 Credit Agreement contains covenants that, subject to certain exceptions, restrict the Company’s ability to:

(i) pay dividends or make distributions on the Company’s common stock;

(ii) make certain restricted payments;

(ii) make certain restricted payments (including certain voluntary payments in respect of the Company’s 2028 Senior Notes);

(iii) create liens or enter into sale and leaseback transactions;

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(v) merge or consolidate with another company;

and (vi) transfer and sell assets.

These covenants contain certain exceptions.

Unsecured indebtedness may be incurred, assets may be disposed of, restricted payments may be made and investments may be made, in each case subject to compliance with the Company’s financial covenants.

(vi) incur indebtedness, (vii) make acquisitions and other investments and (viii) transfer and sell assets.

Additionally, the 2025 Credit Facility is subject to a maximum total net leverage ratio covenant and a minimum fixed charges coverage ratio covenant, in each case tested on a quarterly basis.

The Company is in compliance with its covenants as of December 31, 2025.

The following table provides additional information related to our DDTL Facility as of December 31, 2025 (in thousands):

Principal amount of DDTL Facility

Debt issuance costs ( 1,147 )

Net carrying amount of DDTL Facility

Debt Repurchase Program

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Cumulatively as of December 31, 2025, $ 222.6 million in principal of the Company’s senior notes has been retired under this program.

Refer to Note 20 - Subsequent Events for debt repurchases made subsequent to December 31, 2024, but prior to the filing of these financial statements.

In connection with the Debt Repurchase Program, the Company reclassified $ 18.9 million and $ 8.6 million of long-term debt, net of current portion to the current portion of long-term debt as of December 31, 2024 and 2023, respectively, as the Company had the intention and cash on hand to extinguish the respective amounts of debt within twelve months of the end of the respective reporting periods.

For years ended December 31, 2024 and 2023, a gain on debt extinguishment of $ 6.6 million and $ 4.8 million, respectively, related to the Debt Repurchase Program is included in interest expense on the Consolidated Statements of Income.

In connection with the Debt Repurchase Program, the Company reclassified $ 18.9 million of long-term debt, net of current portion to the current portion of long-term debt as of December 31, 2024 as the Company had the intention and cash on hand to extinguish this amount of debt within twelve months of the end of the reporting period.

For years ended December 31, 2025, 2024 and 2023 a (loss) gain on debt extinguishment of $( 0.1 ) million, $ 6.6 million and $ 4.8 million, respectively, related to the Debt Repurchase Program is included in interest expense on the Consolidated Statements of Income.

The Company leases certain facilities and equipment under non-cancelable operating and finance leases which expire at various dates through 2031.

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Operating lease assets are adjusted for lease incentives, initial direct costs, impairments and exit or disposal costs.

The Company accounts for operating leases greater than one year by recognizing the lease payments in general and administrative expenses in the Consolidated Statements of Income.

The Company accounts for operating leases greater than one year by recognizing the lease payments in cost of revenues and general and administrative expenses in the Consolidated Statements of Income.

Operating lease costs are recognized on a straight-line basis from the commencement date to the end of the lease term.

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Non-Income Related Taxes

The Company historically did not collect sales tax in states where it was not able to quantify the appropriate sales tax to be collected.

In the year ended December 31, 2021, the Company developed a methodology to estimate the sales tax liability for the SoHo revenue stream.

The Company also believed it was probable that a sales tax liability existed for its Corporate accounts;

however, the sales tax liability for its Corporate customers was not estimable until the third quarter of 2022.

Prior to the third quarter of 2022, the Company was unable to determine which of these customers were either exempt organizations or resellers and were thus exempt from sales tax.

In the third quarter of 2022, the Company completed an analysis of the pool of Corporate customers subject to sales tax in order to estimate the range of sales tax liability on its Corporate revenues.

As a result, the Company recorded an accrual

of $ 8.0 million during the quarter ended September 30, 2022.

Additionally, the Company started sales tax collection on corporate sales in applicable states in August 2022 and on SoHo sales during 2024.

In the third quarter of 2022, the Company initiated a Voluntary Disclosure Agreement (“VDA”) process to voluntarily report its sales tax liability related to prior periods where the Company had previously not been able to estimate its exposure.

The Company recorded an accrual as the exposure became probable and estimable.

The VDA process was completed in the fourth quarter of 2023.

While the Company believes that it has sufficiently reserved for historical sales tax liabilities under FASB ASC Topic No.

450, Contingencies, some state taxing authorities may still challenge the Company’s sales tax position, the methodology used to calculate the sales tax liability and may also impose other taxes on its business.

The Company believes that it has sufficiently reserved for historical sales tax liabilities under FASB ASC Topic No.

450, Contingencies, although some state and local taxing authorities may challenge the Company’s sales tax position, the methodology used to calculate the sales tax liability, and may also impose other taxes on its business.

Taxing authorities may successfully assert that the Company should have collected, or in the future should collect sales and use, telecommunications or similar taxes, and could be subject to liability with respect to past or future tax, which could adversely affect the Company’s operating results.

The Company has recorded a sales tax expense within general and administrative expenses in the Consolidated Statements of Income of $ 1.0 million, $ 2.0 million and $ 9.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company will continue to review and monitor the impact of sales tax rules in order to mitigate any associated risks on its business.

The sales tax liability within accounts payable and accrued expenses on the Company’s Consolidated Balance Sheets was $ 5.9 million and $ 7.3 million as of December 31, 2024 and 2023, respectively.

Other Balance Sheet Account Details

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Foreign 4,098 3,848 4,272

Total deferred tax expense (benefit)

Total deferred tax expense

17,890 2,479 2,536

1 unchanged sentence

$ 29,482 $ 32,810 $ 25,869

A reconciliation of the statutory federal income tax rate with Consensus’ effective income tax rate is as follows:

Years Ended December 31,

The table below provides the updated requirements of ASU No.

2023-09 for 2025 (see Basis of Presentation and Summary of Significant Accounting Policies - Recent Accounting Pronouncements ) .

The effective income tax rate for the year ended December 31, 2025 differs from the statutory federal income tax rate as follows (in thousands, except percentages):

Year Ended December 31, 2025

federal statutory income tax rate

$ 23,942 21.0 %

Domestic state and local income taxes, net of federal benefit (1)

Foreign rate differential

( 4,081 ) ( 3.6 )

Other Foreign

Federal research and development credits

( 1,108 ) ( 1.0 )

Effect of cross-border tax laws:

Net Global Intangible Low-Taxed Income 2,531 2.2

Other 271 0.2

Non-taxable or non-deductible items:

Nondeductible compensation

Other 631 0.6

Changes in valuation allowance

Changes in unrecognized tax benefits

Total income tax expense and effective tax rate

$ 29,482 25.9 %

(1) State and local income taxes in California, Colorado, Illinois, New York and New York City comprise the majority of the domestic state and local income taxes, net of federal effect category.

The effective tax rate for the year ended December 31, 2025, differs from the federal statutory rate primarily due to the foreign income inclusion, an increase in the net reserve for uncertain tax positions, impact of jurisdictional mix of earnings, various tax credits and certain expenses not deductible for tax purposes.

On July 4, 2025, the budget reconciliation bill H.R.

1, referred to as the One Big Beautiful Bill Act (“OBBBA”), was signed into law.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions, including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation.

The OBBBA did not have a significant impact on the Company’s effective tax rate for the year ended December 31, 2025.

As previously disclosed for the years ended December 31, 2024 and 2023, a reconciliation of the statutory federal income tax rate with the Company’s effective income tax rate is as follows:

Years ended December 31,

Statutory tax rate 21.0 % 21.0 %

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Effective tax rates 26.8 % 25.1 %

The effective tax rate for the years ended December 31, 2024, 2023, and 2022 differs from the federal statutory rate primarily due to the foreign income inclusion, an increase in the net reserve for uncertain tax positions, impact of jurisdictional mix of earnings, various tax credits and certain expenses not deductible for tax purposes.

The effective tax rates for the years ended December 31, 2024 and 2023 differ from the federal statutory rate primarily due to the foreign income inclusion, an increase in the net reserve for uncertain tax positions, impact of jurisdictional mix of earnings, various tax credits and certain expenses not deductible for tax purposes.

Cash paid for income taxes, net of refunds is as follows (in thousands):

Year Ended December 31,

Cash paid during the period for income taxes, net of refunds

state and local (1)

Canada federal

Canada Ontario

Other foreign (1)

Total cash paid during the period for income taxes

(1) There were no individual jurisdictions equaling 5% or more of the total income taxes paid (net of refunds) for the year ended December 31, 2025.

Cash paid for income taxes, net of refunds received (prior to ASU 2023-09), was $ 26.4 million and $ 16.6 million during the years ended December 31, 2024 and 2023.

The primary foreign tax jurisdictions that the Company operates in are:

Canada, Ireland and Japan with a statutory tax rate of 26.5%, 12.5% and 30.6%, respectively.

Canada, Ireland and Japan with statutory tax rates of 26.5%, 12.5% and 30.6%, respectively.

Deferred tax assets and liabilities result from differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities.

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Basis difference in property and equipment $ ( 240 ) $ ( 132 )

Basis difference in developed software

ROU asset ( 1,205 ) ( 1,617 )

Prepaid insurance ( 1,757 ) ( 1,344 )

Prepaid expenses

( 3,076 ) ( 1,757 )

Other ( 1,614 ) ( 1,546 )

6 unchanged sentences

$ 14,490 $ 29,630

The Company had approximately $ 29.6 million and $ 33.8 million in net deferred tax assets as of December 31, 2024 and 2023, respectively, related primarily to basis difference in intangibles and developed software and the Section 163(j) interest limitation.

The Company had approximately $ 14.5 million and $ 29.6 million in net deferred tax assets as of December 31, 2025 and 2024, respectively, related primarily to tax bases differences in intangibles and developed software and the Section 163(j) interest limitation.

Based on the weight of available evidence, the Company assesses whether it is more likely than not that some portion or all of a deferred tax asset will not be realized.

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As of December 31, 2025, the Company had a valuation allowance of $ 1.4 million against its foreign tax credit.

As of December 31, 2023, the Company had a minimal amount of valuation allowance against its deferred tax assets of foreign net operating losses.

As of December 31, 2024 and 2023, the Company had interest expense limitation carryforward of $ 32.9 million and $ 30.4 million, respectively, which carries forward indefinitely.

As of December 31, 2024 and 2023, the Company had $ 1.7 million and $ 1.3 million foreign tax credit carryforward, respectively.

As of December 31, 2024, the Company had a valuation allowance of $ 1.1 million against its foreign tax credit.

As of December 31, 2025 and 2024, the Company had an interest expense limitation carryforward of $ 40.8 million and $ 32.9 million, respectively, which carries forward indefinitely.

As of December 31, 2025 and 2024, the Company had $ 2.1 million and $ 1.7 million, respectively, of foreign tax credit carryforwards.

If unused, these credits will begin to expire in 2031.

In addition, as of December 31, 2025 and 2024, the Company had state research and development tax credits of $ 1.9 million and $ 1.7 million, respectively, which can be carried forward indefinitely.

As of December 31, 2025, the Company also had $ 1.7 million of state net operating loss carryforwards that will expire in 2044, if unused.

Federal and state laws can impose substantial restrictions on the utilization of tax credit carryforwards in the event of an “ownership change,” as defined in Section 382 of the Internal Revenue Code.

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Beginning balance $ 11,283 $ 8,487 $ 5,742

Increases related to tax positions during a prior year 30 — —

Decreases related to tax positions taken during a prior year ( 47 ) — —

Increases related to tax positions taken in the current year 1,403 2,796 2,745

Decreases related to expiration of statute of limitations

Ending balance $ 12,098 $ 11,283 $ 8,487

5 unchanged sentences

In connection with tax matters, the Company recognized interest and penalty expense in 2025, 2024 and 2023 of $ 0.5 million, $ 0.8 million and $ 0.3 million, respectively.

Uncertain income tax positions are reasonably possible to significantly change during the next 12 months as a result of completion of income tax audits and expiration of statutes of limitations.

At this point, it is not possible to provide an estimate of the amount, if any, of significant changes in reserves for uncertain income tax positions as a result of the completion of income tax audits that are reasonably possible to occur in the next 12 months.

In addition, the Company cannot currently

estimate the amount of, if any, uncertain income tax positions which will be released in the next 12 months as a result of expiration of statutes of limitations.

The Company files tax returns in the U.S., Ireland, Canada, Japan, Netherlands, France and Hong Kong.

As of December 31, 2025, the Company is not under audit in any jurisdiction that it operates within.

With respect to these international subsidiaries, tax returns filed for the years from 2018 onwards are still open to examination by tax authorities.

Stockholders’ Deficit

federal and most state tax returns filed for 2022 onwards, as well as certain state returns filed for 2021 onwards, are still open to examination by tax authorities.

With respect to the Company’s international subsidiaries, tax returns filed for the years from 2019 onwards are still

open to examination by tax authorities.

Subsequent to December 31, 2025, the Company received notification of a review by the Irish tax authorities relating to tax years 2023 and 2024.

Stockholders’ Equity (Deficit)

Each holder of the common stock is entitled to one vote for each share on all matters to be voted upon by the stockholders.

The holders of common stock have no cumulative voting rights.

Subject to the preferences that may be applicable to any outstanding preferred stock, holders of common stock are entitled to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available for that purpose.

In the event of liquidation, dissolution or winding up of the Company, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding preferred stock.

Holders of common stock have no preemptive, conversion, or subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock.

Preferred Stock

The Company’s Board of Directors is authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences, and rights of the shares of each series and any of its qualifications, limitations, or restrictions, in each case without further vote or action by the stockholders.

As of December 31, 2025 and 2024, there were no shares of preferred stock issued or outstanding.

Common Stock Repurchase Program

On March 1, 2022, the Company’s Board of Directors approved a share buyback program.

Under this program, the Company may purchase, in the public market, or in off-market transactions, up to $ 100.0 million of the Company’s common stock through February 2025, which was subsequently extended through February 2028 (see Note 20 - Subsequent Events).

Under this program, the Company was authorized to purchase, in the public market, or in off-market transactions up to $ 100.0 million of the Company’s common stock through February 2025.

In February 2025, the Company’s Board of Directors authorized and approved a three-year extension of the share repurchase program through February 2028.

The program may end before this date if the maximum amount of repurchases has been reached or at the discretion of the Company’s Board of Directors.

The timing and amounts of purchases are determined by the Company, depending on market conditions and other factors it deems relevant.

The Company entered into Rule 10b-18 and Rule 10b5-1 trading plans and during the years ended December 31, 2024 and 2023, the Company repurchased 57,063 and 839,548 shares, respectively, at an aggregate cost of $ 1.0 million and $ 23.7 million (inclusive of excise tax of $ 0.2 million), respectively, under this program.

The Company entered into Rule 10b-18 and Rule 10b5-1 trading plans under this program.

During the years ended December 31, 2025 and 2024, the Company repurchased 1,013,085 and 57,063 shares, respectively, at an aggregate cost of $ 23.2 million (inclusive of excise tax of $ 0.1 million) and $ 1.0 million, respectively, under this program.

Cumulatively as of December 31, 2025, 2,098,810 shares have been repurchased at an aggregate cost of $ 55.5 million (inclusive of excise tax of $ 0.3 million).

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Refer to Note 13 - Equity Incentive and Employee Stock Purchase Plan, for shares of common stock issued in relation to the Company’s equity incentive plan.

The Company currently does not issue dividends to Consensus shareholders.

The Company currently does not pay dividends to Consensus shareholders.

Future dividends are subject to the approval of the Company’s Board of Directors.

1 unchanged sentence

Equity Incentive and Employee Stock Purchase Plan

The Company’s share-based compensation plans include the 2021 Equity Incentive Plan (the “2021 Plan”) and the Consensus Cloud Solutions, Inc.

2021 Employee Stock Purchase Plan (the “Purchase Plan”).

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

The 2021 Equity Incentive Plan

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Compensation expense resulting from restricted stock and restricted stock unit grants is measured at fair value on the date of grant and is recognized as share-based compensation expense over the applicable vesting period.

Vesting periods are generally one year for awards to members of the Company’s Board of Directors, four years for employees and five years for the Chief Executive Officer and Chief Operating Officer.

Vesting periods are generally one year for awards to members of the Company’s Board of Directors, three or four years for employees and five years for the Chief Executive Officer and Chief Operating Officer.

The Company granted 713,155 , 809,439 and 567,218 restricted stock units during the years ended December 31, 2025, 2024 and 2023, respectively.

Restricted Stock and Restricted Stock Units with Market Conditions

The Company has awarded certain key employees market-based restricted stock and restricted stock units pursuant to the 2021 Plan.

Restricted Stock Units with Market Conditions or Performance Conditions

The Company has awarded certain key employees market-based and performance-based restricted stock units pursuant to the 2021 Plan.

The market-based awards have vesting conditions that are based on specified stock price targets of the Company’s common stock.

Market conditions were factored into the grant date fair value using a Monte Carlo valuation model, which utilized multiple input variables to determine the probability of the Company achieving the specified stock price targets for 20 out of 30 trading days or 20 out of 25 trading days (look-back period), based on the award agreement.

Stock-based compensation expense related to an award with a market condition is recognized over the requisite service period using the graded-vesting method unless the market condition has been met and the requisite service period has been completed, then the expense will be accelerated and recognized in the period that the market condition and service period requirement have been met.

During the years ended December 31, 2024, 2023 and 2022, the Company granted 190,749 , 122,150 and 42,586 shares, respectively, of market-based restricted stock units.

For awards with market conditions, the conditions were factored into the grant date fair value using a Monte Carlo valuation model, which utilized multiple input variables to determine the probability of the Company achieving the specified stock price targets for 20 out of 30 trading days or 20 out of 25 trading days (look-back period), based on the award agreement.

Share-based compensation expense related to an award with a market condition is recognized over the requisite service period using the graded-vesting method, unless the market condition has been met and the requisite service period has been completed, then the expense will be accelerated and recognized in the period that the market condition and service period requirement have been met.

The performance vesting conditions generally relate to the achievement of specified internal financial and operational targets.

The share-based compensation expense for performance-based awards is evaluated each quarter based on the achievement of the performance conditions.

The effect of a change in the estimated number of performance-based awards expected to be earned is recognized in the period those estimates are revised.

During the years ended December 31, 2025, 2024 and 2023, the Company granted 15,335 , 190,749 and 122,150 shares, respectively, of market-based and performance-based restricted stock units.

The per share weighted-average grant-date fair values of the performance-based awards granted during the year ended December 31, 2025 were $ 28.03 .

There were no performance-based awards granted during the years ended December 31, 2024 and 2023.

The per share weighted-average grant-date fair values of the market-based awards granted during the years ended December 31, 2024 and 2023 were $ 24.34 and $ 23.69 , respectively, as determined by the Monte Carlo valuation.

There were no market-based awards granted during the year ended December 31, 2025.

Notwithstanding the valuation, for the underlying stock price assumption, all market-based stock awards utilize the market value at the close of business on the date the grant is awarded.

The Monte Carlo valuation model used to estimate the fair value of the market-based awards granted utilized the following weighted-average assumptions:

December 31, 2024 December 31, 2023 December 31, 2022

December 31, 2024 December 31, 2023

Underlying stock price at valuation date $ 25.04 $ 25.00

1 unchanged sentence

Risk-free interest rate 4.1 % 4.2 %

Contractual term 8 years 8 years 8 years

Contractual term 8 years 8 years

There was no restricted stock activity for the year ended December 31, 2025.

Restricted stock activity for the years ended December 31, 2024 and 2023 is set forth below:

2 unchanged sentences

35,416 $ 38.42

Granted 884 37.67

Vested ( 19,737 ) 37.77

1 unchanged sentence

Vested ( 9,225 ) 37.95

Nonvested at December 31, 2023

Vested ( 9,225 ) 37.95

Canceled ( 6,454 ) 41.07

Nonvested at December 31, 2024

As of December 31, 2024, the Company had no unrecognized share-based compensation cost related to its restricted stock awards, as they have been fully expensed as of the end of the period.

As of December 31, 2025, the Company had no outstanding restricted stock awards and no unrecognized share-based compensation cost related to its restricted stock awards, as they had been fully expensed as of December 31, 2024.

Restricted stock unit activity for the years ended December 31, 2025, 2024 and 2023 is set forth below:

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Outstanding at December 31, 2025 2,202,505 $ 30.10

The total fair value as of the respective vesting dates of restricted stock units that vested during the years ended December 31, 2025, 2024 and 2023 was $ 12.8 million, $ 8.8 million, and $ 5.1 million, respectively.

As of December 31, 2025, the Company had unrecognized share-based compensation cost related to its restricted stock units of $ 34.3 million, which is expected to be recognized over a weighted-average period of 2.6 years.

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Under the Purchase Plan, eligible employees can have up to 15 % of their earnings withheld, up to certain maximums, to be used to purchase shares of Consensus’ common stock on certain plan-defined dates.

The purchase price for each offering period is 85 % of the lesser of the fair market value of a share of common stock of the Company on the first or last day of the offering period, with each offering period being six months.

The purchase price for each offering period is 85 % of the lesser of the fair market value of a share of common stock of the Company on the

first or last day of the offering period, with each offering period being six months.

As of December 31, 2025, 751,973 shares were available to be issued under the Purchase Plan.

The plan includes a provision which allows for the more favorable of two exercise prices, commonly referred to as a “look-back” feature.

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Treasury zero-coupon issues with a term equal to the expected term of the option assumed at the date of grant.

The Company uses an annualized dividend yield based upon the per share dividends declared by its Board of Directors.

Estimated forfeiture rates were 5.30 %, 5.93 % and 7.69 % as of December 31, 2025, 2024 and 2023, respectively.

51 unchanged sentences

Interest income 2,515 2,546 3,715

Other income (expense), net (2)

Other (expense) income, net (2)

( 3,217 ) 4,278 ( 2,413 )

4 unchanged sentences

database hosting expenses, computer and related expenses, processing fees, bad debt expense, taxes and insurance expenses, office expenses, travel and entertainment expenses, other administrative expenses and miscellaneous expenses.

(2) Other income (expense), net includes:

(2) Other (expense) income, net includes:

gain/loss on foreign currency exchange and miscellaneous income/expense

15 unchanged sentences

United States $ 121,947 $ 106,244

Canada 191 196

Ireland 18 155

6 unchanged sentences

The Company capitalized $ 2.6 million, $ 2.8 million and $ 1.9 million of share-based compensation cost within property and equipment, net on the Company’s Consolidated Balance Sheets during the years ended December 31, 2025, 2024 and 2023, respectively.

Cash paid for income taxes net of refunds received was $ 26.4 million, $ 16.6 million and $ 36.5 million during the years ended December 31, 2024, 2023 and 2022, respectively.

Accumulated Other Comprehensive Loss

The following table summarizes the changes in accumulated other comprehensive loss, which solely comprises of foreign currency translation adjustments, for the years ended December 31, 2024, 2023 and 2022 (in thousands):

Foreign Currency Translation

Balance as of January 1, 2022

Other comprehensive loss before reclassifications ( 2,251 )

Net current period other comprehensive loss

Balance as of December 31, 2022

Other comprehensive income before reclassifications 5,931

Net current period other comprehensive income

Balance as of December 31, 2023

Other comprehensive loss before reclassifications

Net current period other comprehensive loss

Balance as of December 31, 2024

There were no reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2024, 2023 and 2022.

Subsequent Events

In connection with the Company’s Debt Repurchase Program (see Note 8 - Long-Term Debt), the Company paid $ 0.9 million, which includes accrued interest, to repurchase $ 0.9 million in principal of its senior notes subsequent to year-end.

On February 19, 2025, the Company’s Board of Directors authorized and approved a three year extension of the ongoing share repurchase program for up to $ 100.0 million of the currently outstanding shares of the Company’s common stock originally approved by the Board of Directors on March 1, 2022 and set to expire in February 2025.

Subject to any future extension in the discretion of the Company’s Board of Directors, the repurchase program is now scheduled to expire on the earlier of:

i) in February 2028;

ii) when a maximum of $ 100.0 million of the Company’s common stock has been repurchased or;

iii) when such program is discontinued by the Company’s Board of Directors (see Note 13 - Stockholders' Deficit).

Changes In And Disagreements With Accountants On Accounting And Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data