What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-08 compared with 2025-11-05 · 116 added, 225 removed, 445 unchanged (43% of the section changed)

4 unchanged sentences

(Unaudited, in thousands except share and per share data)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Cash and cash equivalents $ 92,294 $ 74,685

10 unchanged sentences

TOTAL ASSETS $ 678,739 $ 663,815

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable and accrued expenses $ 40,485 $ 36,045

14 unchanged sentences

Authorized 120,000,000 ;

total issued is 20,740,844 and 20,609,725 shares and total outstanding is 18,986,123 and 19,524,000 shares as of September 30, 2025 and December 31, 2024, respectively

Treasury stock, at cost ( 1,754,721 and 1,085,725 shares as of September 30, 2025 and December 31, 2024, respectively)

total issued is 21,097,257 and 21,057,258 shares and total outstanding is 18,397,950 and 18,958,448 shares as of March 31, 2026 and December 31, 2025, respectively

Treasury stock, at cost ( 2,699,307 and 2,098,810 shares as of March 31, 2026 and December 31, 2025, respectively)

( 72,646 ) ( 55,476 )

Additional paid-in capital 81,254 76,984

Accumulated deficit ( 19,654 ) ( 83,678 )

Retained earnings 25,534 849

Accumulated other comprehensive loss ( 12,350 ) ( 8,795 )

TOTAL STOCKHOLDERS’ DEFICIT ( 2,633 ) ( 79,463 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 674,974 $ 602,201

TOTAL STOCKHOLDERS’ EQUITY 22,003 13,773

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 678,739 $ 663,815

See Notes to Condensed Consolidated Financial Statements

3 unchanged sentences

(Unaudited, in thousands except share and per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Revenues $ 88,467 $ 87,138

6 unchanged sentences

Research, development and engineering (1)

1,950 2,034 5,406 5,582

General and administrative (1)

25 unchanged sentences

(Unaudited, in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net income $ 24,685 $ 21,152

Other comprehensive (loss) gain:

Other comprehensive (loss) income:

Foreign currency translation adjustment ( 3,555 ) 4,368

Other comprehensive (loss) gain ( 245 ) 6,091 13,982 ( 1,560 )

Other comprehensive (loss) income ( 3,555 ) 4,368

Comprehensive income $ 21,130 $ 25,520

4 unchanged sentences

(Unaudited, in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

7 unchanged sentences

Deferred income taxes, net 1,890 33

Loss (gain) on extinguishment of debt

123 ( 6,667 )

Loss on extinguishment of debt

Changes in operating assets and liabilities:

16 unchanged sentences

Cash flows from financing activities:

Debt issuance costs ( 1,673 ) —

Proceeds from the issuance of common stock under employee stock purchase plan 694 747

Repayment of term loan

Repurchase of common stock ( 17,012 ) ( 34 )

1 unchanged sentence

Repurchase of debt

( 15,764 ) ( 116,162 )

Net cash used in financing activities ( 19,621 ) ( 10,122 )

6 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited, in thousands except share amounts)

Common stock Additional

paid-in Treasury stock Accumulated Accumulated other comprehensive Total

Shares Amount capital Shares Amount deficit loss deficit

Balance, July 1, 2024 20,368,194 $ 204 $ 51,043 ( 1,071,624 ) $ ( 31,990 ) $ ( 122,869 ) $ ( 20,828 ) $ ( 124,440 )

Net income — — — — — 21,120 — 21,120

Foreign currency translation adjustment

— — — — — — 6,091 6,091

Vested restricted stock 10,917 — — — — — — —

Shares withheld related to net share settlement ( 3,489 ) — ( 71 ) — — — — ( 71 )

Repurchase of common stock — — — — — — — —

Share-based compensation — — 4,111 — — — — 4,111

Balance, September 30, 2024 20,375,622 $ 204 $ 55,083 ( 1,071,624 ) $ ( 31,990 ) $ ( 101,749 ) $ ( 14,737 ) $ ( 93,189 )

Common stock Additional

paid-in Treasury stock Accumulated Accumulated other comprehensive Total

Shares Amount capital Shares Amount deficit loss deficit

Balance, July 1, 2025 20,731,103 $ 207 $ 68,770 ( 1,639,069 ) $ ( 44,887 ) $ ( 41,745 ) $ ( 8,824 ) $ ( 26,479 )

Net income — — — — — 22,091 — 22,091

Foreign currency translation adjustment

— — — — — — ( 245 ) ( 245 )

Vested restricted stock 14,111 1 ( 1 ) — — — — —

Shares withheld related to net share settlement ( 4,370 ) ( 1 ) ( 105 ) — — — — ( 106 )

Repurchase of common stock — — — ( 115,652 ) ( 2,589 ) — — ( 2,589 )

Share-based compensation — — 4,695 — — — — 4,695

Balance, September 30, 2025 20,740,844 $ 207 $ 73,359 ( 1,754,721 ) $ ( 47,476 ) $ ( 19,654 ) $ ( 9,069 ) $ ( 2,633 )

CONSENSUS CLOUD SOLUTIONS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited, in thousands except share amounts)

Common stock Additional

paid-in Treasury stock Accumulated Accumulated other comprehensive Total

Shares Amount capital Shares Amount deficit loss deficit

paid-in Treasury stock Accumulated Accumulated other comprehensive Total deficit

Shares Amount capital Shares Amount deficit loss

Balance, January 1, 2025 20,609,725 $ 206 $ 59,373 ( 1,085,725 ) $ ( 32,313 ) $ ( 83,678 ) $ ( 23,051 ) $ ( 79,463 )

6 unchanged sentences

Share-based compensation — — 4,958 — — — — 4,958

Issuance of shares under ESPP 45,420 — 747 — — — — 747

Balance, September 30, 2024 20,375,622 $ 204 $ 55,083 ( 1,071,624 ) $ ( 31,990 ) $ ( 101,749 ) $ ( 14,737 ) $ ( 93,189 )

Balance, March 31, 2025 20,628,133 $ 206 $ 63,992 ( 1,087,196 ) $ ( 32,347 ) $ ( 62,526 ) $ ( 18,683 ) $ ( 49,358 )

Common stock Additional

paid-in Treasury stock Accumulated Accumulated other comprehensive Total

Shares Amount capital Shares Amount deficit loss deficit

paid-in Treasury stock Retained earnings Accumulated other comprehensive loss Total equity

Shares Amount capital Shares Amount

Balance, January 1, 2026 21,057,258 $ 211 $ 76,984 ( 2,098,810 ) $ ( 55,476 ) $ 849 $ ( 8,795 ) $ 13,773

6 unchanged sentences

Share-based compensation — — 5,004 — — — — 5,004

Issuance of shares under ESPP 34,957 — 694 — — — — 694

Balance, September 30, 2025 20,740,844 $ 207 $ 73,359 ( 1,754,721 ) $ ( 47,476 ) $ ( 19,654 ) $ ( 9,069 ) $ ( 2,633 )

Balance, March 31, 2026 21,097,257 $ 211 $ 81,254 ( 2,699,307 ) $ ( 72,646 ) $ 25,534 $ ( 12,350 ) $ 22,003

See Notes to Condensed Consolidated Financial Statements

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The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, including judgments about the reported amounts of revenue and expenses during the reporting period.

The Company believes that its most significant estimates are those related to revenue recognition, internal-use software development costs, share-based compensation expense and income taxes.

The Company believes that its most significant estimates are those related to revenue recognition, internal-use software development costs, share-based compensation expense, income taxes and tax contingencies.

On an ongoing basis, management evaluates its estimates based on historical experience and on various other factors that the Company believes to be reasonable under the circumstances.

4 unchanged sentences

FASB ASC Topic No.

280, Segment Reporting (“ASC 280”), establishes standards for the way that public business enterprises report information about reportable segments in their annual consolidated financial statements and requires that those entities report selected information about reportable segments in interim financial reports.

ASC 280 also establishes

standards for related disclosures about products and services, geographic areas and major customers.

280, Segment Reporting (“ASC 280”), establishes standards for the way that public business entities report information about reportable segments in their annual consolidated financial statements and requires that those

entities report selected information about reportable segments in interim financial reports.

ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers.

The Company’s business segment is based on the organization’s structure used by the chief operating decision maker (“CODM”), who is our chief executive officer (“CEO”), for making operating and investment decisions and for assessing performance.

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Recent Accounting Pronouncements

In October 2023, the FASB issued Accounting Standards Update (“ASU”) No.

2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements of a variety of topics in the accounting standards codification in order to conform with certain SEC amendments in Release No.

33-10532, Disclosure Update and Simplification.

The effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules.

However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective.

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

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The amendments are intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

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

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

Early adoption is permitted.

ASU 2023-09 is expected to impact the Company's income tax disclosures beginning with the consolidated financial statements included in the annual report on Form 10-K for the fiscal year ending December 31, 2025, but will have no impact on the Company's results of operations, cash flows, or financial condition.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement:

Expense Disaggregation Disclosures.

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 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.

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.

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”).

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.

2 unchanged sentences

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.

adoption is permitted.

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

The Company adopted the provisions of ASU 2025-05 in the first quarter of 2026 and elected to apply the practical expedient.

ASU 2025-05 did not materially impact our consolidated financial statements upon adoption.

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.

5 unchanged sentences

Revenues from external customers classified by revenue source are as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Corporate $ 58,722 $ 54,289

Small office home office (“SoHo”) 29,745 32,849

Other 7 4 12 7

$ 88,467 $ 87,138

3 unchanged sentences

Total $ 88,467 $ 87,138

The Company has recorded $ 3.6 million and $ 4.1 million of revenue for the three months ended September 30, 2025 and 2024, respectively, and $ 17.3 million and $ 18.6 million of revenue for the nine months ended September 30, 2025 and 2024, respectively, that was previously included in the deferred revenue balance as of the beginning of each respective year.

The Company has recorded $ 9.0 million and $ 9.5 million of revenue for the three months ended March 31, 2026 and 2025, respectively, that was previously included in the deferred revenue balance as of the beginning of each respective year.

Performance Obligations

26 unchanged sentences

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.

13 unchanged sentences

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.

Cash and cash equivalents include money market funds of $ 66.5 million and $ 26.8 million as of September 30, 2025 and December 31, 2024, respectively, which are valued based on Level 1 inputs consisting of quoted prices in active markets.

Cash and cash equivalents include money market funds of $ 57.1 million and $ 65.1 million as of March 31, 2026 and December 31, 2025, respectively, which are valued based on Level 1 inputs consisting of quoted prices in active markets.

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 7 - 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.

3 unchanged sentences

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 September 30, 2025 and December 31, 2024, was $ 8.0 million and $ 4.0 million, respectively, and is included in other assets within the Company’s Condensed 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 three and nine months ended September 30, 2025 and 2024, the Company did not recognize any unrealized gains or losses and did not have any impairments during the respective periods.

321, Investments - Equity Securities (“ASC 321”) as of March 31, 2026 and December 31, 2025, was $ 8.0 million and $ 8.0 million, respectively, and is included in other assets within the Company’s Condensed 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 three months ended March 31, 2026 and 2025, the Company did not recognize any unrealized gains or losses and did not have any impairments during the respective periods.

Property and Equipment

Property and equipment, stated at cost, as of September 30, 2025 and December 31, 2024 consisted of the following (in thousands):

September 30, 2025 December 31, 2024

Property and equipment, stated at cost, consisted of the following (in thousands):

March 31, 2026 December 31, 2025

Internal-use software development costs

9 unchanged sentences

Total property and equipment, net $ 120,789 $ 116,869

Depreciation and amortization expense was $ 3.9 million and $ 4.1 million for the three months ended September 30, 2025 and 2024, respectively, and $ 12.3 million and $ 12.2 million for the nine months ended September 30, 2025 and 2024, respectively.

No impairment was recorded in the three and nine months ended September 30, 2025 and 2024.

Depreciation and amortization expense was $ 4.4 million and $ 4.5 million for the three months ended March 31, 2026 and 2025, respectively.

No impairment was recorded in the three months ended March 31, 2026 and 2025.

Goodwill and Intangible Assets

The changes in carrying amounts of goodwill for the nine months ended September 30, 2025 are as follows (in thousands):

The changes in carrying amounts of goodwill for the three months ended March 31, 2026 are as follows (in thousands):

Balance as of January 1, 2026

Foreign exchange translation ( 1,642 )

Balance as of September 30, 2025 $ 352,729

As of September 30, 2025 the Company’s goodwill had no accumulated impairment.

Balance as of March 31, 2026 $ 351,297

As of March 31, 2026 the Company’s goodwill had no accumulated impairment.

Intangible Assets with Indefinite Lives:

Intangible assets are summarized as of September 30, 2025 and December 31, 2024 as follows (in thousands):

September 30, 2025 December 31, 2024

Intangible assets are summarized as follows (in thousands):

March 31, 2026 December 31, 2025

Trade names $ 27,400 $ 27,422

2 unchanged sentences

Intangible Assets Subject to Amortization:

As of September 30, 2025, intangible assets subject to amortization are summarized as follows (in thousands):

As of March 31, 2026, intangible assets subject to amortization are summarized as follows (in thousands):

Weighted-Average Remaining

17 unchanged sentences

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

1 unchanged sentence

This pattern results in a substantial majority of the amortization expense being recognized in the first four to five years , which may not correlate to the overall life of the asset.

Expected amortization expenses for intangible assets subject to amortization at September 30, 2025 are as follows (in thousands):

Expected amortization expenses for intangible assets subject to amortization at March 31, 2026 are as follows (in thousands):

2026 (remainder)

1 unchanged sentence

Total $ 6,764

Amortization expense was $ 0.7 million and $ 1.0 million for the three months ended September 30, 2025 and 2024, respectively, and $ 2.0 million and $ 2.8 million for the nine months ended September 30, 2025 and 2024, respectively.

No impairment of intangible assets was recorded in the three and nine months ended September 30, 2025 and 2024.

Amortization expense was $ 0.5 million and $ 0.7 million for the three months ended March 31, 2026 and 2025, respectively.

No impairment of intangible assets was recorded in the three months ended March 31, 2026 and 2025.

Long-Term Debt

Long-term debt as of September 30, 2025 and December 31, 2024 consists of the following (in thousands):

September 30, 2025 December 31, 2024

2026 Senior Notes $ 234,139 $ 248,980

Long-term debt consists of the following, terms defined below (in thousands):

March 31, 2026 December 31, 2025

2028 Senior Notes $ 348,247 $ 348,247

DDTL Facility

148,125 150,000

Revolving Credit Facility

64,000 64,000

560,372 562,247

deferred issuance costs

2 unchanged sentences

current portion, net of debt issuance costs

( 7,046 ) ( 7,047 )

Total long-term debt, less current portion

$ 549,781 $ 551,322

As of September 30, 2025 and December 31, 2024, the estimated fair value of the 2026 Senior Notes (as defined below) was approximately $ 233.8 million and $ 246.2 million, respectively.

As of September 30, 2025 and December 31, 2024, the estimated fair value of the 2028 Senior Notes (as defined below) was approximately $ 350.4 million and $ 346.1 million, respectively.

The Company capitalized $ 1.0 million and $ 0.7 million of interest expense within property and equipment, net on the Company’s Condensed Consolidated Balance Sheets during the three months ended September 30, 2025 and 2024, respectively, and $ 2.8 million and $ 2.1 million of interest expense within property and equipment, net on the Company’s Condensed Consolidated Balance Sheets during the nine months ended September 30, 2025 and 2024, respectively.

2026 Senior Notes

On October 7, 2021, Consensus issued $ 305.0 million of senior notes due in 2026 (the “2026 Senior Notes”), receiving net 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 Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024.

The 2026 Senior Notes bear interest at a rate of 6.0 % per annum and mature on October 15, 2026.

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 pursuant to which the 2026 Senior Notes were issued 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 September 30, 2025.

Subsequent to September 30, 2025, but prior to filing of these interim financial statements, the Company borrowed $ 200.0 million from the 2025 Credit Facility (as defined below) in order to fund the redemption of a portion of the outstanding 2026 Senior Notes (see Note 15 - Subsequent Events).

As of March 31, 2026 and December 31, 2025, the estimated fair value of the 2028 Senior Notes (as defined below) was approximately $ 344.8 million and $ 349.1 million, respectively.

The Company capitalized $ 1.1 million and $ 0.8 million of interest expense within property and equipment, net on the Company’s Condensed Consolidated Balance Sheets during the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, future contractual principal payments for debt were as follows (in thousands):

2026 (remainder)

Total $ 560,372

2028 Senior Notes

2 unchanged sentences

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 is presented net of deferred issuance costs, on the Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024.

The 2028 Senior Notes are presented as long-term debt, net of current portion, which is presented net of deferred issuance costs, on the Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025.

The 2028 Senior Notes bear interest at a rate of 6.5 % per annum and mature on October 15, 2028.

10 unchanged sentences

The Company is in compliance with its debt covenants as of September 30, 2025.

Credit Agreement

On March 4, 2022, the Company entered into a Credit Agreement (the “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 was scheduled to occur on March 4, 2027.

On July 9, 2025 this Credit Facility was retired with no balance.

The Company is in compliance with its debt covenants as of March 31, 2026.

2025 Credit Agreement

3 unchanged sentences

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.

The debt issuance costs are included within prepaid expenses and other current assets and other assets on the Company’s Condensed Consolidated Balance Sheets.

Debt issuance costs attributable to the DDTL Facility are not amortized until the facility has been drawn upon.

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 were 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.

The Company may borrow under the DDTL Facility until October 15, 2026, but amounts that are prepaid or repaid may not be reborrowed.

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).

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.

September 30, 2025, no amount had been drawn from the 2025 Credit Facility.

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 was funded, the Company is required to make 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 March 31, 2026 and December 31, 2025, the Company had $ 148.1 million and $ 150.0 million outstanding under the DDTL Facility, respectively, and had $ 64.0 million outstanding under the Revolving Credit Facility, at both March 31, 2026 and December 31, 2025.

The weighted-average interest rate on borrowings under the 2025 Credit Facility as of March 31, 2026 was 5.4 %.

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

6 unchanged sentences

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 September 30, 2025.

Subsequent to September 30, 2025 but prior to filing of these interim financial statements, the Company borrowed $ 200.0 million from the 2025 Credit Facility in order to fund the redemption of a portion of its outstanding 2026 Senior Notes.

This borrowing consisted of $ 50.0 million from the Revolving Credit Facility and $ 150.0 million from the DDTL Facility (see Note 15 - Subsequent Events).

As of September 30, 2025, including the impact of the subsequent events described above, future contractual principal payments for debt were as follows (in thousands):

2025 (remainder)

Total $ 582,386

The Company is in compliance with its covenants as of March 31, 2026.

Debt Repurchase Program

On November 9, 2023, the Board of Directors approved a debt repurchase program, pursuant to which Consensus may reduce, through redemptions, open market purchases, tender offers, privately negotiated purchases or other retirements, a combination of the outstanding principal balance of the 2026 Senior Notes and 2028 Senior Notes (“Debt Repurchase Program”).

On November 9, 2023, the Board of Directors approved a debt repurchase program, pursuant to which Consensus may reduce, through redemptions, open market purchases, tender offers, privately negotiated purchases or other retirements, a combination of the outstanding principal balance of the previously outstanding senior notes that were due in 2026 and the 2028 Senior Notes (“Debt Repurchase Program”).

The authorization permits an aggregate principal amount reduction of up to $ 300 million and expires on November 9, 2026.

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

During the three months ended September 30, 2025, the Company made no repurchases under this program.

During the nine months ended September 30, 2025, the Company retired $ 15.7 million in principal of its senior notes under this program.

During the three and nine months ended September 30, 2024, the Company retired $ 31.1 million and $ 124.2 million, respectively, in principal of its senior notes under this program.

As of September 30, 2025, the Company had retired an aggregate of $ 222.6 million in principal of its senior notes under this program.

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.

During the three months ended September 30, 2025, the Company recognized no debt extinguishment gain or loss.

For the nine months ended September 30, 2025, a net loss on debt extinguishment of $ 0.1 million related to the Debt Repurchase Program is included in interest expense on the Condensed Consolidated Statements of Income.

For the three and nine months ended September 30, 2024, a net gain on debt extinguishment of $ 0.1 million and $ 6.7 million, respectively, related to the Debt Repurchase Program is included in interest expense on the Condensed Consolidated Statements of Income.

During the three months ended March 31, 2026, the Company made no repurchases under this program.

During the three months ended March 31, 2025, the Company retired $ 9.7 million in principal of its senior notes under this program.

As of March 31, 2026, the Company has retired an aggregate of $ 222.6 million in principal of its senior notes under this program.

During the three months ended March 31, 2026, the Company recognized no debt extinguishment gain or loss related to the Debt Repurchase Program.

For the three months ended March 31, 2025, a net loss on debt extinguishment of $ 0.1 million related to the Debt Repurchase Program is included in interest expense on the Condensed Consolidated Statements of Income.

Commitments and Contingencies

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Prepaid expenses and other current assets consisted of the following (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Prepaid insurance $ 2,065 $ 2,830

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Accounts payable and accrued expenses consisted of the following (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Accounts payable $ 10,506 $ 7,544

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Changes in the geographical mix, permanent differences or the estimated level of annual pre-tax income can affect the effective tax rate.

The Company’s effective tax rate for the three months ended September 30, 2025 and 2024 was 26.3 % and 22.5 %, respectively.

The Company’s effective tax rate for the nine months ended September 30, 2025 and 2024 was 25.9 % and 25.7 %, respectively.

The increase in the Company’s effective income tax rate for the three months ended September 30, 2025 was primarily due to a change in the geographical mix of income, a decrease in uncertain tax positions and an increase in the officer’s compensation limitation.

The Company’s effective income tax rate for the nine months ended September 30, 2025 was consistent with the prior year comparable period.

The Company’s effective tax rates for the three and nine months ended September 30, 2025 and 2024 differed from the U.S.

The Company’s effective tax rate for the three months ended March 31, 2026 and 2025 was 23.0 % and 24.1 %, respectively.

The decrease in the Company’s effective income tax rate for the three months ended March 31, 2026 was primarily due to the impact of the One Big Beautiful Bill Act (“OBBBA”) changes on international taxes as well as research and development tax credits and a change in the geographical mix of income, partially offset by an increase in the officer’s compensation limitation.

The Company’s effective tax rates for the three months ended March 31, 2026 and 2025 differed from the U.S.

federal statutory rates of 21% primarily as a result of state income taxes, certain expenses not deductible for tax purposes, foreign rate differential, foreign income inclusion, various tax credits and uncertain tax positions.

As of September 30, 2025 and December 31, 2024, the Company had $ 14.4 million and $ 13.2 million, respectively, in liabilities for uncertain income tax positions, including interest and penalties.

As of March 31, 2026 and December 31, 2025, the Company had $ 14.9 million and $ 14.5 million, respectively, in liabilities for uncertain income tax positions, including interest and penalties.

Accrued interest and penalties related to unrecognized tax benefits are recognized in income tax expense on the Company’s Condensed Consolidated Statements of Income.

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.

1, referred to as the 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 quarter ended September 30, 2025 and the Company does not expect the OBBBA to have a significant impact on the effective tax rate for the year ended December 31, 2025.

In addition to the OBBBA rules adopted in 2025, the Company implemented the new provisions effective for 2026 in the quarter ended March 31, 2026.

Income Tax Audits

The Company is required to file tax returns in the United States, Ireland, Canada, Japan, Netherlands and Hong Kong.

As of September 30, 2025, the Company was not under audit in any jurisdiction that it operates within.

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

Stockholders’ Deficit

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

In February 2026, the Company received notification of a review by the Irish tax authorities relating to tax years 2023 and 2024.

As of March 31, 2026, the Company is not under audit in any other jurisdictions that it operates within.

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 2020 onwards are still open to examination by tax authorities.

Stockholders’ Equity

Common Stock Repurchase Program

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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 under this program.

During the three months ended September 30, 2025, the Company repurchased 115,652 shares under this program at an aggregate cost of $ 2.6 million.

There were no shares repurchased during the three months ended September 30, 2024.

During the nine months ended September 30, 2025 and 2024, the Company repurchased 668,996 and 42,962 shares, respectively, under this program at an aggregate cost of $ 15.2 million (inclusive of excise tax of $ 0.1 million) and $ 0.7 million, respectively.

Cumulatively as of September 30, 2025, 1,754,721 shares have been repurchased under this program at an aggregate cost of $ 47.5 million (inclusive of excise tax of $ 0.3 million).

Shares may be repurchased through open market purchases or privately negotiated transactions, including through Rule 10b5-1 trading plans.

During the three months ended March 31, 2026, the Company repurchased 600,497 shares under this program at an aggregate cost of $ 17.2 million (inclusive of excise tax of $ 0.2 million).

During the three months ended March 31, 2025, the Company repurchased 1,471 shares under this program for a minimal amount.

Cumulatively as of March 31, 2026, 2,699,307 shares have been repurchased under this program at an aggregate cost of $ 72.6 million (inclusive of excise tax of $ 0.5 million).

The excise tax is assessed at 1 % of the fair market value of net stock repurchases after December 31, 2022.

Vested Restricted Stock

At the time of certain vesting events related to restricted stock units or restricted stock awards that are held by participants in Consensus’ Equity Incentive Plan, a portion of the awards subject to vesting are withheld by the Company to

satisfy the employees’ tax withholding obligations that arise upon the vesting of restricted stock.

At the time of certain vesting events related to restricted stock units that are held by participants in Consensus’ Equity Incentive Plan, a portion of the awards subject to vesting are withheld by the Company to satisfy the employees’ tax

withholding obligations that arise upon the vesting of restricted stock.

As a result, the number of shares issued upon vesting for these awards is net of the statutory withholding requirements that the Company pays on behalf of its employees.

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These shares do not count against the authorized capacity under the Company’s share repurchase program described above.

During the three months ended September 30, 2025 and 2024, the Company withheld shares on its vested restricted stock units relating to its share-based compensation plans of 4,370 shares and 3,489 shares, respectively.

During the nine months ended September 30, 2025 and 2024, the Company withheld shares on its vested restricted stock units and restricted stock awards relating to its share-based compensation plans of 55,415 shares and 40,396 shares, respectively.

During the three months ended March 31, 2026 and 2025, the Company withheld shares on its vested restricted stock units relating to its share-based compensation plans of 24,759 shares and 13,477 shares, respectively.

The Company currently does not issue dividends to Consensus shareholders.

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

2021 Equity Incentive Plan

In December 2021, Consensus’ Board of Directors adopted the 2021 Plan, which provides for the grant of incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and share units and other share-based awards.

Under the 2021 Plan, 4,000,000 shares of common stock are authorized to be granted.

As of September 30, 2025, 1,378,057 shares were available to be used under the 2021 Plan.

Restricted stock unit activity for the nine months ended September 30, 2025 is set forth below:

As of March 31, 2026, 359,941 shares were available to be used under the 2021 Plan.

During the three months ended March 31, 2026, the Company awarded 404,456 restricted stock units with market conditions and performance conditions to certain key employees 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.

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 average stock price targets over a 20 consecutive trading day period, based on the award agreement.

For awards with performance-based conditions, these vesting conditions generally relate to the achievement of specified internal financial and operational targets.

The grant date fair value for the performance-based awards reflects the Company’s stock price on the date of grant.

Restricted stock unit activity for the three months ended March 31, 2026 is set forth below:

Shares Weighted-Average

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Canceled ( 196,885 ) 43.62

Outstanding at September 30, 2025

Outstanding at March 31, 2026

2,673,376 $ 27.08

As of September 30, 2025, the Company had unrecognized share-based compensation cost related to its restricted stock units of $ 24.9 million, which is expected to be recognized over a weighted-average period of 2.4 years.

The Company capitalized $ 0.7 million and $ 0.7 million of share-based compensation cost during the three months ended September 30, 2025 and 2024, respectively, and $ 2.1 million and $ 2.2 million during the nine months ended September 30, 2025 and 2024, respectively, within property and equipment, net on its Condensed Consolidated Balance Sheets.

The total fair value as of the respective vesting dates of restricted stock units that vested during the three months ended March 31, 2026 and 2025 was $ 1.9 million and $ 0.8 million, respectively.

As of March 31, 2026, the Company had unrecognized share-based compensation cost related to its restricted stock units of $ 45.2 million, which is expected to be recognized over a weighted-average period of 2.4 years.

The Company capitalized $ 0.7 million during both of the three months ended March 31, 2026 and 2025, within property and equipment, net on its Condensed Consolidated Balance Sheets.

Earnings Per Share

The components of basic and diluted earnings per share are as follows (in thousands, except share and per share data):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Numerator for basic and diluted net income per common share:

Net income attributable to common shareholders

$ 22,091 $ 21,120 $ 64,024 $ 71,364

Net income available to participating securities (1)

Net income available to common shareholders from operations $ 24,685 $ 21,152

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Diluted $ 1.30 $ 1.07

(1) Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid).

For the three months ended September 30, 2025 and 2024, there were 892,090 and 1,005,413 anti-dilutive shares, respectively, that were excluded from the earnings per share calculation.

For the nine months ended September 30, 2025 and 2024, there were 948,313 and 1,238,732 anti-dilutive shares, respectively, that were excluded from the earnings per share calculation.

For the three months ended March 31, 2026 and 2025, there were 872,198 and 982,400 anti-dilutive shares, respectively, that were excluded from the earnings per share calculation.

Segment Information

The following presents the segment information of Cloud Fax (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Revenues $ 88,467 $ 87,138

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Such information attributes revenues based on markets where revenues are reported (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

United States $ 69,643 $ 68,756

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$ 88,467 $ 87,138

The following presents the Company’s long-lived assets by geographic region, which consist of property and equipment, net and operating lease right-of-use assets (in thousands):

September 30, 2025 December 31, 2024

Long-lived assets:

United States $ 117,716 $ 106,244

Canada 127 191

Ireland 113 155

All other countries 3 1

Foreign countries 243 347

Total $ 117,959 $ 106,591

Subsequent Events

On October 15, 2025, the Company borrowed an aggregate of $ 200.0 million under its 2025 Credit Facility, consisting of $ 50.0 million from the Revolving Credit Facility and $ 150.0 million from the DDTL Facility.

The proceeds from these borrowings were used to redeem $ 200.0 million in outstanding principal amount of its 2026 Senior Notes.

The redemption was completed at a price equal to 100 % of the principal amount, plus accrued and unpaid interest (see Note 7 - Long-Term Debt).

On October 31, 2025, the Company issued a redemption notice with respect to the remaining $ 34.1 million in aggregate principal of its 2026 Senior Notes.

As of March 31, 2026 and December 31, 2025, substantially all of the Company’s long-lived assets, which consist of property and equipment, net and operating lease right-of-use assets, were located in the United States .

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-Q

Item 1. Financial Statements