What changed in this filing

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Item 1. Financial Statements

2026-08-07 compared with 2026-05-08 · 149 added, 75 removed, 486 unchanged (32% of the section changed)

4 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Cash and cash equivalents $ 98,901 $ 74,685

27 unchanged sentences

Authorized 120,000,000 ;

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)

total issued is 21,345,097 and 21,057,258 shares and total outstanding is 18,344,922 and 18,958,448 shares as of June 30, 2026 and December 31, 2025, respectively

Treasury stock, at cost ( 3,000,175 and 2,098,810 shares as of June 30, 2026 and December 31, 2025, respectively)

( 82,308 ) ( 55,476 )

9 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenues $ 91,361 $ 87,721 $ 179,828 $ 174,859

6 unchanged sentences

Research, development and engineering (1)

2,375 1,744 4,291 3,456

General and administrative (1)

25 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income $ 27,374 $ 20,781 $ 52,059 $ 41,933

8 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

7 unchanged sentences

Deferred income taxes, net 2,139 556

Unrealized gain on investments ( 5,300 ) —

Loss on extinguishment of debt

14 unchanged sentences

Purchases of property and equipment ( 15,183 ) ( 15,150 )

Acquisition of businesses, net of cash received ( 2,355 ) —

Purchase of investments ( 1,500 ) ( 5,000 )

2 unchanged sentences

Repayment of term loan

Proceeds from the issuance of common stock under employee stock purchase plan 707 694

Repurchase of common stock ( 26,792 ) ( 12,344 )

6 unchanged sentences

Cash and cash equivalents at end of period $ 98,901 $ 57,894

Supplemental Disclosures of Non-Cash Investing Activities:

Fair value of contingent consideration and deferred payments related to acquisitions $ 1,907 $ —

Non-cash conversion and exchange of private company investments $ 8,998 $ —

See Notes to Condensed Consolidated Financial Statements

4 unchanged sentences

Common stock Additional

paid-in Treasury stock Accumulated Accumulated other comprehensive Total deficit

Shares Amount capital Shares Amount deficit loss

paid-in Treasury stock Accumulated Accumulated other comprehensive Total

Shares Amount capital Shares Amount deficit loss deficit

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

Net income — — — — — 20,781 — 20,781

Foreign currency translation adjustment

— — — — — — 9,859 9,859

Vested restricted stock 105,581 1 ( 1 ) — — — — —

Shares withheld related to net share settlement ( 37,568 ) — ( 835 ) — — — — ( 835 )

Repurchase of common stock — — — ( 551,873 ) ( 12,540 ) — — ( 12,540 )

Share-based compensation — — 4,920 — — — — 4,920

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

Balance, June 30, 2025 20,731,103 $ 207 $ 68,770 ( 1,639,069 ) $ ( 44,887 ) $ ( 41,745 ) $ ( 8,824 ) $ ( 26,479 )

Common stock Additional

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

Shares Amount capital Shares Amount

Balance, April 1, 2026 21,097,257 $ 211 $ 81,254 ( 2,699,307 ) $ ( 72,646 ) $ 25,534 $ ( 12,350 ) $ 22,003

Net income — — — — — 27,374 — 27,374

Foreign currency translation adjustment

— — — — — — ( 1,220 ) ( 1,220 )

Vested restricted stock 332,411 4 ( 4 ) — — — — —

Shares withheld related to net share settlement ( 121,768 ) ( 2 ) ( 4,181 ) — — — — ( 4,183 )

Repurchase of common stock — — — ( 300,868 ) ( 9,662 ) — — ( 9,662 )

Share-based compensation — — 6,547 — — — — 6,547

Issuance of shares under ESPP 37,197 — 707 — — — — 707

Balance, June 30, 2026 21,345,097 $ 213 $ 84,323 ( 3,000,175 ) $ ( 82,308 ) $ 52,908 $ ( 13,570 ) $ 41,566

CONSENSUS CLOUD SOLUTIONS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited, in thousands except share amounts)

Common stock Additional

paid-in Treasury stock Accumulated deficit Accumulated other comprehensive loss Total deficit

Shares Amount capital Shares Amount

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 — — 9,878 — — — — 9,878

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

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

Balance, June 30, 2025 20,731,103 $ 207 $ 68,770 ( 1,639,069 ) $ ( 44,887 ) $ ( 41,745 ) $ ( 8,824 ) $ ( 26,479 )

Common stock Additional

9 unchanged sentences

Share-based compensation — — 11,551 — — — — 11,551

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

Issuance of shares under ESPP 37,197 — 707 — — — — 707

Balance, June 30, 2026 21,345,097 $ 213 $ 84,323 ( 3,000,175 ) $ ( 82,308 ) $ 52,908 $ ( 13,570 ) $ 41,566

See Notes to Condensed Consolidated Financial Statements

57 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Corporate $ 60,456 $ 55,302 $ 119,178 $ 109,591

5 unchanged sentences

Total $ 91,361 $ 87,721 $ 179,828 $ 174,859

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.

The Company has recorded $ 4.0 million and $ 4.1 million of revenue for the three months ended June 30, 2026 and 2025, respectively, and $ 13.0 million and $ 13.7 million of revenue for the six months ended June 30, 2026 and 2025, respectively, that was previously included in the deferred revenue balance as of the beginning of each respective year.

Performance Obligations

32 unchanged sentences

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

Dock Health Acquisition

On May 1, 2026, the Company acquired certain assets of Dock Health Inc.

(“Dock Health”), a Massachusetts based provider of healthcare orchestration and management application.

The primary reason for the acquisition was to complement the Company's existing capabilities.

The total purchase consideration was approximately $ 4.3 million, and is subject to certain post-closing adjustments through the measurement period.

The Condensed Consolidated Statement of Income since the date of acquisition and the Condensed Consolidated Balance Sheet as of June 30, 2026, reflect the results of operations of this acquisition.

For both the three and six months ended June 30, 2026, the revenue and net income contributed by this acquisition were not material.

Fair Value Measurements

8 unchanged sentences

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Recurring Fair Value Measurements

The Company’s cash and cash equivalents, including money market funds, are valued based on Level 1 inputs consisting of quoted prices in active markets.

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 $ 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.

Cash and cash equivalents include money market funds of $ 50.8 million and

$ 65.1 million as of June 30, 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.

1 unchanged sentence

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

Assets Measured on a Non-Recurring Basis

Non-Recurring Fair Value Measurements

The Company’s non-financial assets, which primarily consist of goodwill, indefinite-lived intangible assets, long-lived assets and equity securities without a readily determinable fair value are reported at carrying value, or at fair value as of their acquisition dates, and are not required to be measured at fair value on a recurring basis.

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 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 holds investments in non-marketable equity securities of a privately held technology company.

Because the Company does not exert significant influence over the investee and the securities do not have a readily determinable fair value, these investments are accounted for using the measurement alternative in accordance with FASB ASC Topic No.

321, Investments - Equity Securities (“ASC 321”).

Under this alternative, investments are carried at cost, less any impairment, and are subject to upward and downward adjustments resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

In June 2026, the Company completed an additional investment in connection with the investee’s financing round.

The transaction included a $ 1.5 million cash investment in exchange for preferred stock, alongside the concurrent conversion of previously issued instruments into additional shares of preferred stock and a standalone preferred stock warrant.

Based on the observable transaction price established by this June 2026 financing round, the Company remeasured its existing ASC 321 investments, recognizing a $ 5.5 million unrealized net gain in other income (expense), net within the Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2026.

No gain or loss was recorded during the three or six months ended June 30, 2025.

As of June 30, 2026 and December 31, 2025, the carrying amount of the Company’s ASC 321 investments was $ 15.0 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.

The Company did not record any impairments during the three or six months ended June 30, 2026 and 2025.

Property and Equipment

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Internal-use software development costs

9 unchanged sentences

Total property and equipment, net $ 123,844 $ 116,869

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.

Depreciation and amortization expense was $ 5.2 million and $ 3.9 million for the three months ended June 30, 2026 and 2025, respectively, and $ 9.6 million and $ 8.4 million for the six months ended June 30, 2026 and 2025, respectively.

No impairment was recorded in the three and six months ended June 30, 2026 and 2025.

Goodwill and Intangible Assets

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

The changes in carrying amounts of goodwill for the six months ended June 30, 2026 are as follows (in thousands):

Balance as of January 1, 2026

Goodwill acquired (Note 4) 2,079

Foreign exchange translation ( 2,094 )

Balance as of March 31, 2026 $ 351,297

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

Balance as of June 30, 2026 $ 352,924

As of June 30, 2026 the Company’s goodwill had no accumulated impairment.

Intangible Assets with Indefinite Lives:

Intangible assets are summarized as follows (in thousands):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Trade names $ 27,394 $ 27,422

2 unchanged sentences

Intangible Assets Subject to Amortization:

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

As of June 30, 2026, intangible assets subject to amortization are summarized as follows (in thousands):

Weighted-Average Remaining

5 unchanged sentences

1.4 years 109,339 103,913 5,426

Other purchased intangibles 1.0 year 11,913 10,856 1,057

Other purchased intangibles 1.9 years 14,212 10,950 3,262

$ 186,140 $ 177,366 $ 8,774

13 unchanged sentences

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 March 31, 2026 are as follows (in thousands):

Expected amortization expenses for intangible assets subject to amortization at June 30, 2026 are as follows (in thousands):

2026 (remainder)

1 unchanged sentence

Total $ 8,774

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.

Amortization expense was $ 0.6 million for both the three months ended June 30, 2026 and 2025, and $ 1.1 million and $ 1.3 million for the six months ended June 30, 2026 and 2025, respectively.

No impairment of intangible assets was recorded in the three and six months ended June 30, 2026 and 2025.

Long-Term Debt

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

2028 Senior Notes $ 348,247 $ 348,247

11 unchanged sentences

$ 548,248 $ 551,322

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):

As of June 30, 2026 and December 31, 2025, the estimated fair value of the 2028 Senior Notes (as defined below) was approximately $ 346.5 million and $ 349.1 million, respectively.

The Company capitalized $ 0.9 million and $ 1.0 million of interest expense within property and equipment, net on the Company’s Condensed Consolidated Balance Sheets during the three months ended June 30, 2026 and 2025, respectively, and $ 2.0 million and $ 1.8 million of interest expense within property and equipment, net on the Company’s Condensed Consolidated Balance Sheets during the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, future contractual principal payments for debt were as follows (in thousands):

2026 (remainder)

4 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 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

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 March 31, 2026.

The Company is in compliance with its debt covenants as of June 30, 2026.

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”).

Bank National Association, as 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”).

8 unchanged sentences

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 %.

As of June 30, 2026 and December 31, 2025, the Company had $ 146.3 million and $ 150.0 million outstanding under the DDTL Facility, respectively, and had $ 64.0 million outstanding under the Revolving Credit Facility at both June 30, 2026 and December 31, 2025.

The weighted-average interest rate on borrowings under the 2025 Credit Facility as of June 30, 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 March 31, 2026.

The Company is in compliance with its covenants as of June 30, 2026.

Debt Repurchase Program

2 unchanged sentences

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 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.

During the three and six months ended June 30, 2026, the Company made no repurchases under this program.

During the three and six months ended June 30, 2025, the Company retired $ 6.0 million and $ 15.7 million, respectively, in principal of its senior notes under this program.

As of June 30, 2026, the Company has retired an aggregate of $ 222.6 million in principal of its senior notes under this program.

During the three and six months ended June 30, 2026, the Company recognized no debt extinguishment gain or loss related to the Debt Repurchase Program.

During the three and six months ended June 30, 2025, a net loss on debt extinguishment of zero and $ 0.1 million, respectively, related to the Debt Repurchase Program is included in interest expense on the Condensed Consolidated Statements of Income.

Commitments and Contingencies

12 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Prepaid insurance $ 1,306 $ 2,830

7 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Accounts payable $ 9,544 $ 7,544

8 unchanged sentences

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 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.

The Company’s effective tax rate for the three months ended June 30, 2026 and 2025 was 23.3 % and 27.2 %, respectively.

The decrease in the Company’s effective income tax rate for the three months ended June 30, 2026 was primarily due to the impact of the One Big Beautiful Bill Act (“OBBBA”) changes on international taxes as well as excess tax benefits related to share-based compensation, partially offset by an increase in the officer’s compensation limitation.

The Company’s effective tax rate for the six months ended June 30, 2026 and 2025 was 23.2 % and 25.7 %, respectively.

The decrease in the Company’s effective income tax rate for the six months ended June 30, 2026 was primarily due to the impact of the OBBBA changes on international taxes as well as excess tax benefits related to share-based compensation, partially offset by an increase in the officer’s compensation limitation.

The Company’s effective tax rates for the three and six months ended June 30, 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 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.

As of June 30, 2026 and December 31, 2025, the Company had $ 15.3 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.

2 unchanged sentences

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.

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.

In addition to the OBBBA rules adopted in 2025, the Company implemented the new provisions effective for 2026 in the first quarter of 2026.

Income Tax Audits

1 unchanged sentence

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.

In July 2026, the Company was notified that this review was formally closed, resulting in no material impact to the Company's consolidated financial statements.

As of June 30, 2026, the Company is not under audit in any other jurisdictions in which it operates.

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.

4 unchanged sentences

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 Company’s Board of Directors authorized and approved a three-year extension of the share repurchase program through February 2028 in February 2025 and an increase in the total authorization to $ 200.0 million in August 2026.

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.

1 unchanged sentence

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).

During the three months ended June 30, 2026 and 2025, the Company repurchased 300,868 and 551,873 shares, respectively, under this program at an aggregate cost of $ 9.7 million and $ 12.5 million (inclusive of excise tax of $ 0.1 million), respectively.

During the six months ended June 30, 2026 and 2025, the Company repurchased 901,365 and 553,344 shares, respectively, under this program at an aggregate cost of $ 26.8 million (inclusive of excise tax of $ 0.2 million) and $ 12.6 million (inclusive of excise tax of $ 0.1 million), respectively.

Cumulatively as of June 30, 2026, 3,000,175 shares have been repurchased under this program at an aggregate cost of $ 82.3 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 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.

1 unchanged sentence

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

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.

During the three months ended June 30, 2026 and 2025, the Company withheld shares on its vested restricted stock units relating to its share-based compensation plans of 121,768 shares and 37,568 shares, respectively.

During the six months ended June 30, 2026 and 2025, the Company withheld shares on its vested restricted stock units relating to its share-based compensation plans of 146,527 shares and 51,045 shares, respectively.

The Company currently does not issue dividends to Consensus shareholders.

4 unchanged sentences

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 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.

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

At the annual meeting of stockholders held in June 2026, our stockholders approved an amendment and restatement of the 2021 Equity Incentive Plan (the “A&R 2021 Plan”).

The A&R 2021 Plan authorizes the issuance of an additional 1,510,000 shares of common stock for future equity grants.

As of June 30, 2026, 1,915,552 shares were available to be issued under the A&R 2021 Plan.

During the first quarter of 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.

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:

Restricted stock unit activity for the six months ended June 30, 2026 is set forth below:

Shares Weighted-Average

3 unchanged sentences

Canceled ( 212,482 ) 42.35

Outstanding at March 31, 2026

Outstanding at June 30, 2026

2,417,122 $ 27.10

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.

The total fair value as of the respective vesting dates of restricted stock units that vested during the six months ended June 30, 2026 and 2025 was $ 13.3 million and $ 3.2 million, respectively.

As of June 30, 2026, the Company had unrecognized share-based compensation cost related to its restricted stock units of $ 41.3 million, which is expected to be recognized over a weighted-average period of 2.2 years.

The Company capitalized $ 0.7 million of share-based compensation cost during both the three months ended June 30, 2026 and 2025, and $ 1.4 million during both the six months ended June 30, 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Numerator for basic and diluted net income per common share:

8 unchanged sentences

Diluted $ 1.43 $ 1.07 $ 2.72 $ 2.14

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.

For the three months ended June 30, 2026 and 2025, there were 681,751 and 1,017,505 anti-dilutive shares, respectively, that were excluded from the earnings per share calculation.

For the six months ended June 30, 2026 and 2025, there were 679,253 and 994,209 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenues $ 91,361 $ 87,721 $ 179,828 $ 174,859

17 unchanged sentences

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

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

unrealized gain/loss on investments, gain/loss on foreign currency exchange and miscellaneous income/expense.

The Company maintains operations in the U.S., Canada, Ireland and other countries.

2 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

United States $ 71,780 $ 68,620 $ 141,423 $ 137,376

4 unchanged sentences

$ 91,361 $ 87,721 $ 179,828 $ 174,859

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 .

As of June 30, 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 .

Related Party Transactions

In June 2026, the Company hired an immediate family member of a member of the Company’s Board of Directors.

The compensation arrangement includes an annual base salary of approximately $ 150,000 , target annual bonus of $ 20,000 , and an equity package of $ 75,000 vesting over a 3-year period and subject to the Company’s 2021 Equity Incentive Plan, and such other standard company benefits available to similarly situated employees of the Company.

The Company believes that the terms of employment are commensurate with those of the employee’s peers and were established in accordance with the Company’s compensation practices applicable to employees with equivalent qualifications, experience and responsibilities and have been approved by the Audit Committee of the Company’s Board of Directors.

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