What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-08 compared with 2025-11-05 · 82 added, 94 removed, 139 unchanged (56% of the section changed)

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◦ Sustain growth or profitability, particularly in light of an uncertain U.S.

or worldwide economy, recent global conflicts, inflationary pressures, elevated interest rates, new or additional tariffs or other trade restrictions, and the impacts of a U.S.

or worldwide economy, recent global conflicts (including the ongoing conflicts in the Middle East), inflationary pressures, elevated interest rates, new or additional tariffs or other trade restrictions, and the impacts of a U.S.

federal government shutdown, and the related impact on customer acquisition and retention rates, customer usage levels and credit and debit card payment declines;

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In addition, other factors that could cause actual results to differ materially from those anticipated in these forward-looking statements or materially impact our financial results include the risks associated with new accounting pronouncements, as well as those associated with natural disasters, public health crises and other catastrophic events outside of our control.

Consensus is a leading provider of secure information delivery services with a scalable Software-as-a-Service (“SaaS”) platform.

Consensus serves approximately 726 thousand customers of all sizes, from enterprises to individuals, across approximately 41 countries and/or territories and multiple industry verticals including, but not limited to, healthcare, government, financial services, law and education.

Consensus is a leading provider of secure information delivery services.

With our most prominent brand eFax® established over twenty-five years ago, Consensus has now evolved the service platform from pure cloud Fax to efficient and secure information exchange featuring solutions for data extraction, comprehension and transformation, facilitating interoperability and process improvement.

Consensus is committed to security and compliance in data exchange, and our scalable Software-as-a-Service (“SaaS”) platform is particularly attractive to regulated industries like healthcare and healthcare technology, public sector, financial services, law, and education.

We offer local phone numbers in 46 countries and/or territories, servicing approximately 710 thousand customers ranging from small businesses to large enterprises and the federal government.

Each customer cohort has unique needs and engagement preferences, and our go-to-market and customer service offerings are adapted across this continuum to serve each appropriately.

Our top 10 customers represent approximately 11% of total revenues and approximately 75% of our small office/home office (“SoHo”) customer accounts are older than 2 years.

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

Consensus is well positioned to capitalize on advancements in how people and businesses share private documents and information.

Its mission is to democratize secure information interchange across technologies and industries, and solve the healthcare interoperability challenge.

Consensus’ communication and interoperability solutions enable its customers to securely and cooperatively access, exchange and use information across organizational, regional and national boundaries.

Over the past decade, Consensus has increasingly focused on larger commercial customers (“Corporate”) and public sector customers.

This shift occurred as enterprise data communication moved toward digitization and cloud-based solutions.

Sales to these customers are made through e-commerce and direct interaction with a salesperson, and often involve specific pricing, multiple line subscriptions, API connections, and/or commercial grade security.

Sales channels include e-commerce, direct sales and sales through or referred by channel and strategic partners.

For purposes of this management’s discussion and analysis of the results of operations and financial condition of Consensus (“MD&A”) section, we use the terms “the Company,” “we,” “us” and “our” to refer to Consensus.

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We believe these financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze the health of our business.

The following table sets forth certain key performance metrics for our operations for the three and nine months ended September 30, 2025 and 2024 (in thousands, except for percentages and Average Revenue per Customer Account):

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

2025 2024 2025 2024

The following table sets forth certain key performance metrics for our operations for the three months ended March 31, 2026 and 2025 (in thousands, except for percentages and Average Revenue per Customer Account):

Three Months Ended March 31,

Corporate $ 58,722 $ 54,289

SoHo 29,745 32,849

Total 87,760 87,749 262,614 263,392

Other revenues 7 4 12 7

Consolidated $ 88,467 $ 87,138

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Corporate 65 60

SoHo 661 741 661 741

Consolidated 710 761

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Corporate 7 5

SoHo 51 64 171 187

Consolidated 94 63

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(1) Consensus customers are defined as paying Corporate and SoHo customer accounts.

In the second quarter of 2025, we eliminated dormant accounts not contributing to revenue from the number of SoHo customer accounts.

In the first quarter of 2026, we removed duplicate accounts from the number of Corporate customer accounts.

As previously disclosed, in the second quarter of 2025, we eliminated dormant accounts not contributing to revenue from the number of SoHo customer accounts.

The prior year period has been revised for consistency with the current year, and all metrics calculated based on the number of customer accounts (including ARPA and Monthly Churn %) are calculated based on the revised number.

As a result of this change, the prior year period SoHo customer accounts decreased by 26 thousand.

(2) Represents a monthly ARPA for the quarter or year-to-date period, calculated as follows:

As a result of these changes, the prior year period Corporate and SoHo customer accounts decreased by a nominal amount and 29 thousand, respectively.

(2) Represents a monthly ARPA for the quarter-to-date period, calculated as follows:

Monthly ARPA on a quarterly basis is calculated using our standard convention of dividing revenue for the quarter by the average of the quarter’s beginning and ending customer base and dividing that amount by 3 months.

Monthly ARPA on a year-to-date basis is calculated by dividing revenue for the year-to-date period by the average customer base for the applicable period and dividing that amount by the respective period.

We believe ARPA provides investors an understanding of the average monthly revenues we recognize per account associated within Consensus’ customer base.

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(3) Paid Adds represents paying new Consensus customer accounts added during the periods presented.

(4) Monthly churn represents paid monthly SoHo and Corporate customer accounts that were cancelled during each month of the quarter or year-to-date period, divided by the average number of customers during each month of the same quarter or year-to-date period (including the paid adds).

The period measured is the quarter or year-to-date period and expressed as a monthly churn rate over the respective period.

(4) Monthly churn represents paid monthly Corporate and SoHo customer accounts that were cancelled during each month of the quarter-to-date period, divided by the average number of customers during each month of the same quarter-to-date period (including the paid adds).

The period measured is the quarter-to-date period and expressed as a monthly churn rate over the quarter-to-date period.

Critical Accounting Estimates

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Our critical accounting policies are described in our 2025 Annual Report on Form 10-K filed with the SEC on February 13, 2026.

During the nine months ended September 30, 2025, there were no significant changes in our critical accounting policies and estimates.

Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024

During the three months ended March 31, 2026, there were no significant changes in our critical accounting policies and estimates.

Results of Operations for the Three Months Ended March 31, 2026 and 2025

The main strategic focus of our Consensus offerings is to enable our customers to securely and cooperatively access, exchange and use information across organizational, regional and national boundaries.

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We expect our business to primarily grow organically and inorganically through the use of capital for re-investment in the business and opportunistic acquisitions that expedite our product roadmap in the interoperability space should they arise.

(in thousands, except percentages) Three Months Ended September 30, Percentage Change Nine Months Ended September 30, Percentage Change

2025 2024 2025 2024

(in thousands, except percentages) Three Months Ended March 31, Percentage Change

Revenues $ 88,467 $ 87,138 2%

Our revenues primarily consist of revenues from “fixed” customer subscription revenues and “variable” revenues generated from actual usage of our services.

Revenues were consistent with the prior year comparable period.

An increase of $3.2 million or 6% in our Corporate business was offset by a decline of $3.2 million or 9% in our SoHo business.

Revenues decreased by $0.8 million for the nine months ended September 30, 2025 over the prior year comparable period.

The decrease was due to a decline of $10.5 million or 10% in our SoHo business, partially offset by an increase of $9.7 million or 6% in our Corporate business.

Revenues increased by $1.3 million for the three months ended March 31, 2026 over the prior year comparable period.

The increase was due to an increase of $4.4 million or 8% in our Corporate business, partially offset by a decline of $3.1 million or 9% in our SoHo business.

Cost of Revenues

(in thousands, except percentages) Three Months Ended September 30, Percentage Change Nine Months Ended September 30, Percentage Change

2025 2024 2025 2024

(in thousands, except percentages) Three Months Ended March 31, Percentage Change

Cost of revenues $16,900 $18,070 (6)%

As a percent of revenue 19% 21%

Cost of revenues is primarily comprised of costs associated with personnel costs, data transmission, online processing fees, network operations as well as capitalized software amortization and equipment depreciation.

Cost of revenues for the three months ended September 30, 2025 were consistent with the prior year comparable period.

The increase in cost of revenues of $1.4 million for the nine months ended September 30, 2025 over the prior year comparable period was primarily due to an increase of $1.3 million in network operations costs.

Cost of revenues is primarily comprised of costs associated with personnel costs (inclusive of share-based compensation), data transmission, online processing fees, network operations as well as capitalized software amortization and equipment depreciation.

The decrease in cost of revenues of $1.2 million for the three months ended March 31, 2026 over the prior year comparable period was primarily due to decreases of $0.8 million in data transmission costs and $0.6 million in depreciation and amortization expense.

Operating Expenses

Sales and Marketing

(in thousands, except percentages) Three Months Ended September 30, Percentage Change Nine Months Ended September 30, Percentage Change

2025 2024 2025 2024

(in thousands, except percentages) Three Months Ended March 31, Percentage Change

Sales and marketing $13,816 $12,788 8%

As a percent of revenue 16% 15%

Our sales and marketing costs consist primarily of personnel costs, internet-based advertising and other business development-related expenses.

Our sales and marketing costs consist primarily of personnel costs (inclusive of share-based compensation), internet-based advertising and other business development-related expenses.

Our internet-based advertising relationships consist primarily of fixed cost and performance-based (cost-per-impression, cost-per-click and cost-per-acquisition) advertising relationships with an array of online service providers.

Our sales personnel consist of a combination of inside sales and outside sales professionals.

The increase in sales and marketing expenses of $0.5 million for the three months ended September 30, 2025 over the prior year comparable period was primarily due to an increase of $0.6 million in personnel-related expenses, partially offset by a decrease of $0.2 million in third-party advertising spend.

The increase in sales and marketing expenses of $1.5 million for the nine months ended September 30, 2025 over the prior year comparable period was primarily due to increases of $0.7 million in third-party advertising spend, $0.4 million in personnel-related expenses and $0.2 million in computer and related equipment expenses.

The increase in sales and marketing expenses of $1.0 million for the three months ended March 31, 2026 over the prior year comparable period was primarily due to an increase in third-party advertising spend.

Research, Development and Engineering

(in thousands, except percentages) Three Months Ended September 30, Percentage Change Nine Months Ended September 30, Percentage Change

2025 2024 2025 2024

(in thousands, except percentages) Three Months Ended March 31, Percentage Change

Research, development and engineering $1,916 $1,712 12%

As a percent of revenue 2% 2%

Our research, development and engineering costs consist primarily of personnel-related expenses.

Research, development and engineering costs for the three and nine months ended September 30, 2025 were consistent with the prior year comparable periods.

Our research, development and engineering costs consist primarily of personnel-related expenses (inclusive of share-based compensation).

The increase in research, development and engineering costs of $0.2 million for the three months ended March 31, 2026 over the prior year comparable period was primarily due to an increase in personnel-related expenses.

General and Administrative

(in thousands, except percentages) Three Months Ended September 30, Percentage Change Nine Months Ended September 30, Percentage Change

2025 2024 2025 2024

(in thousands, except percentages) Three Months Ended March 31, Percentage Change

General and administrative $18,093 $17,071 6%

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Our general and administrative costs consist primarily of personnel-related expenses (inclusive of share-based compensation), professional fees, depreciation and amortization and bad debt expense.

The increase in general and administrative expenses of $0.2 million for the three months ended September 30, 2025 over the prior year comparable period was primarily due to an increase of $0.6 million in personnel-related expenses, partially offset by decreases of $0.2 million in depreciation and amortization expense and $0.1 million in non-income related tax expenses.

The decrease in general and administrative expenses of $2.0 million for the nine months ended September 30, 2025 over the prior year comparable period was primarily due to decreases of $1.0 million in non-income related tax expenses and $0.8 million in depreciation and amortization expense.

The increase in general and administrative expenses of $1.0 million for the three months ended March 31, 2026 over the prior year comparable period was primarily due to increases of $0.8 million in personnel-related expenses and $0.3 million in depreciation and amortization expense, partially offset by a decrease of $0.1 million in bad debt expense.

Share-Based Compensation

The following table represents share-based compensation expense included in cost of revenues and operating expenses in the accompanying Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 2024 (in thousands):

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

2025 2024 2025 2024

The following table represents share-based compensation expense included in cost of revenues and operating expenses in the accompanying Condensed Consolidated Statements of Income for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

Cost of revenues $ 442 $ 476

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Our interest expense is due to outstanding debt and is offset by any extinguishment gain or losses and capitalized interest.

Interest expense was $8.8 million and $9.8 million for the three months ended September 30, 2025 and 2024, respectively, and $26.5 million and $24.6 million for the nine months ended September 30, 2025 and 2024, respectively.

During the three months ended September 30, 2025, interest expense decreased due to debt repurchases that lowered our outstanding debt balance compared to the prior year comparable period.

During the nine months ended September 30, 2025, interest expense increased by $1.9 million compared to the prior year comparable period.

Interest expense increased due to a net loss on debt extinguishment of $0.1 million in the current period compared to a net gain on debt extinguishment of $6.7 million in the prior year comparable period.

This increase to interest expense was partially offset by a favorable decrease of $4.9 million in interest expense as debt repurchases lowered our outstanding debt balance.

Interest expense was $7.8 million and $9.0 million for the three months ended March 31, 2026 and 2025, respectively.

During the three months ended March 31, 2026, interest expense decreased primarily due to debt repurchases and redemption that lowered our outstanding debt balance compared to the prior year comparable period.

Interest income.

Our interest income is generated from interest earned on cash and cash equivalents.

Interest income was $0.8 million and $0.7 million for the three months ended September 30, 2025 and 2024, respectively, and $1.7 million and $2.2 million for the nine months ended September 30, 2025 and 2024, respectively.

Interest income for the three months ended September 30, 2025 was higher compared to the prior year comparable period due to a higher average investment in money market funds.

Interest income for the nine months ended September 30, 2025 decreased compared to the prior year comparable period as we decreased our average investment in money market funds, primarily, in order to repurchase common stock and long-term debt.

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

Interest income for the three months ended March 31, 2026 was higher compared to the prior year comparable period due to a higher average investment in money market funds.

Other income (expense), net .

Our other income (expense), net is generated primarily from foreign currency and miscellaneous items.

Other income (expense), net was $0.1 million and $(2.1) million for the three months ended September 30, 2025 and 2024, respectively, and $(3.3) million and $2.5 million for the nine months ended September 30, 2025 and 2024, respectively.

Other income (expense), net was $1.4 million and $(1.1) million for the three months ended March 31, 2026 and 2025, respectively.

The change between periods was primarily attributable to exchange rate fluctuations on intercompany balances between periods in foreign subsidiaries that were in functional currencies other than the U.S.

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When necessary, we establish valuation allowances to reduce our deferred tax assets to an amount that will more likely than not be realized.

The provision for income taxes was $7.9 million and $6.1 million for the three months ended September 30, 2025 and 2024, respectively, and $22.4 million and $24.7 million for the nine months ended September 30, 2025 and 2024, respectively.

Our effective tax rate was 26.3% and 22.5% for the three months ended September 30, 2025 and 2024, respectively, and 25.9% and 25.7% for the nine months ended September 30, 2025 and 2024, respectively.

The increase in our 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.

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

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

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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 our effective tax rate for the quarter ended September 30, 2025 and we do 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.

The provision for income taxes was $7.4 million and $6.7 million for the three months ended March 31, 2026 and 2025, respectively.

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

The decrease in our effective income tax rate for the three months ended March 31, 2026 was primarily due to the impact of the

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.

Liquidity and Capital Resources

Cash and Cash Equivalents

As of September 30, 2025, we had cash and cash equivalents of $97.6 million compared to $33.5 million as of December 31, 2024.

The increase in cash and cash equivalents resulted primarily from cash provided by operations, partially offset by cash used for capitalized expenditures, debt repurchases, share repurchases and investments.

As of September 30, 2025, cash and cash equivalents held within domestic and foreign jurisdictions were $73.2 million and $24.4 million, respectively.

As of March 31, 2026, we had cash and cash equivalents of $92.3 million compared to $74.7 million as of December 31, 2025.

The increase in cash and cash equivalents resulted primarily from cash provided by operations, partially offset by cash used for share repurchases and capitalized expenditures.

As of March 31, 2026, cash and cash equivalents held within domestic and foreign jurisdictions were $25.5 million and $66.8 million, respectively.

2028 Senior Notes

On October 7, 2021, Consensus issued $500.0 million of 6.5% senior notes due in 2028 (the “2028 Senior Notes”), in a private placement offering exempt from the registration requirements of the Securities Act of 1933.

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.

The 2028 Senior Notes are presented as long-term debt, net of current portion, which is 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, payable semi-annually in arrears on April 15 and October 15 of each year, which commenced on April 15, 2022.

2025 Credit Agreement

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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.

The Revolving Credit Facility was entered into upon retirement of the previous revolving credit facility of $25.0 million with no balance (see Note 7 - Long-Term Debt of the Notes to the Condensed Consolidated Financial Statements).

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

The final maturity of the 2025 Credit Facility is scheduled to occur on July 10, 2028.

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

Subsequent to September 30, 2025, but prior to filing of these interim financial statements, on October 15, 2025 the Company borrowed $50.0 million from the Revolving Credit Facility and $150.0 million from the DDTL Facility in order to fund the redemption of a portion of our outstanding senior notes due in 2026 (see Note 15 - Subsequent Events of the Notes to the Condensed Consolidated Financial Statements).

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

The Company expects to fund the redemption by borrowing $20.0 million from its Revolving Credit Facility and using $14.1 million of cash on hand.

This additional funding from the Revolving Credit Facility and the associated redemption of the Company’s senior notes due in 2026 are expected to occur during the fourth quarter of 2025, but subsequent to the filing of these financial statements.

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).

During the fourth quarter of 2025, the DDTL Facility was fully drawn to fund the redemption of our previously outstanding senior notes due in 2026, which were retired in 2025.

Because the DDTL Facility was funded, beginning in the first quarter of 2026, 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.

As of March 31, 2026, the Company had $148.1 million outstanding under the DDTL Facility and $64.0 million outstanding under the Revolving Credit Facility.

As of March 31, 2026, the Company had $11.0 million available for future borrowing under the Revolving Credit Facility.

Material Cash Requirements

Our long-term contractual obligations generally include our debt and related interest payments, noncancellable operating leases as well as other commitments.

As of September 30, 2025, we had $582.4 million in aggregate principal amount of indebtedness outstanding (see Note 7 - Long-Term Debt of the Notes to the Condensed Consolidated Financial Statements) and total minimum lease payments of $15.2 million, which had a weighted average remaining lease term of 4.9 years.

As of September 30, 2025, our liability for uncertain tax positions was $14.4 million.

As of March 31, 2026, we had $560.4 million in aggregate principal amount of indebtedness outstanding (see Note 7 - Long-Term Debt of the Notes to the Condensed Consolidated Financial Statements) and total minimum lease payments of $13.5 million, which had a weighted average remaining lease term of 4.5 years.

As of March 31, 2026, our liability for uncertain tax positions was $14.9 million.

Due to uncertainties in the timing of the amounts and timing of cash settlement with the taxing authorities, we are unable to make a reasonably reliable estimate of the timing of payments.

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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 2028 Senior Notes (“Debt Repurchase Program”).

The authorization permits an aggregate principal amount reduction of up to $300.0 million and expires on November 9, 2026.

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Any gains or losses on extinguishment of debt are recognized in interest expense on the Condensed Consolidated Statements of Income.

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

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

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.

Our primary sources of liquidity are cash flows generated from operations, together with cash and cash equivalents.

Net cash provided by operating activities was $ 120.9 million and $ 110.6 million for the nine months ended September 30, 2025 and 2024, respectively.

Net cash provided by operating activities was $ 45.8 million and $ 40.9 million for the three months ended March 31, 2026 and 2025, respectively.

Our operating cash flows resulted primarily from cash received from our customers offset by cash payments we made to third parties for their services and employee compensation.

The increase in net cash provided by operating activities over the prior year comparable period was primarily attributable to increased income after excluding noncash items as well as an increase in cash outflows resulting from changes in our working capital accounts.

Net cash used in investing activities was $ 27.3 million and $ 25.5 million for the nine months ended September 30, 2025 and 2024, respectively.

For the nine months ended September 30, 2025, net cash used in investing activities consisted of capital expenditures, primarily capitalized software development costs, and cash paid for investments.

The increase in our net cash used in investing activities over the prior year comparable period was primarily attributable to the purchase of investments in the current period, partially offset by a decrease in capital expenditures during the current year period.

Net cash used in financing activities was $ 33.1 million and $ 116.8 million for the nine months ended September 30, 2025 and 2024, respectively.

For the nine months ended September 30, 2025 and 2024, net cash used in financing activities is

primarily attributable to our repurchases of debt and common stock.

The decrease in net cash used in financing activities over the prior year comparable period was primarily attributable to a decrease in cash outflows related to the repurchase of our debt in the current period, partially offset by an increase in repurchases of our common stock in the current year period.

The increase in net cash provided by operating activities over the prior year comparable period was primarily attributable to increased income after excluding noncash items.

Net cash used in investing activities was $ 7.4 million and $ 12.2 million for the three months ended March 31, 2026 and 2025, respectively.

For the three months ended March 31, 2026, net cash used in investing activities consisted of capital expenditures, primarily capitalized software development costs.

For the three months ended March 31, 2025, net cash used in investing activities consisted of capital expenditures, primarily capitalized software development costs, and cash paid for investments.

The decrease in our net cash used in investing activities over the prior year comparable period was attributable to the purchase of investments in the prior year period.

Net cash used in financing activities was $ 19.6 million and $ 10.1 million for the three months ended March 31, 2026 and 2025, respectively.

For the three months ended March 31, 2026, net cash used in financing activities is primarily attributable to our repurchases of common stock and our quarterly principal repayment of the DDTL Facility.

For the three months ended March 31, 2025, net cash used in financing activities is primarily attributable to our repurchases of debt.

The increase in net cash used in financing activities over the prior year comparable period was primarily attributable to an increase

in repurchases of our common stock in the current year period, partially offset by cash outflows related to the repurchase of our debt in the prior year period.

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 2. Management’s Discussion and Analysis