What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-07 compared with 2026-05-08 · 79 added, 59 removed, 162 unchanged (46% of the section changed)

48 unchanged sentences

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 months ended March 31, 2026 and 2025 (in thousands, except for percentages and Average Revenue per Customer Account):

Three Months Ended March 31,

The following table sets forth certain key performance metrics for our operations for the three and six months ended June 30, 2026 and 2025 (in thousands, except for percentages and Average Revenue per Customer Account):

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

2026 2025 2026 2025

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

7 unchanged sentences

Corporate 67 61 67 61

SoHo 637 682 637 682

Consolidated 704 743 704 743

1 unchanged sentence

Corporate 9 8 16 12

SoHo 87 62 173 120

Consolidated 96 70 189 132

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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 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:

As a result of these changes, the prior year period Corporate customer accounts decreased by 2 thousand.

(2) Represents a monthly ARPA for the quarter or year-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 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.

(4) Monthly churn represents paid monthly Corporate and SoHo 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.

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 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

During the six months ended June 30, 2026, there were no significant changes in our critical accounting policies and estimates.

Results of Operations for the Three and Six Months Ended June 30, 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.

1 unchanged sentence

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 March 31, Percentage Change

(in thousands, except percentages) Three Months Ended June 30, Percentage Change Six Months Ended June 30, Percentage Change

2026 2025 2026 2025

Revenues $ 91,361 $ 87,721 4% $ 179,828 $ 174,859 3%

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

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

Revenues increased by $3.6 million for the three months ended June 30, 2026 over the prior year comparable period.

The increase was due to an increase of $5.2 million or 9% in our Corporate business, partially offset by a decline of $1.5 million or 5% in our SoHo business.

Revenues increased by $5.0 million for the six months ended June 30, 2026 over the prior year comparable period.

The increase was due to an increase of $9.6 million or 9% in our Corporate business, partially offset by a decline of $4.6 million or 7% in our SoHo business.

Cost of Revenues

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

(in thousands, except percentages) Three Months Ended June 30, Percentage Change Six Months Ended June 30, Percentage Change

2026 2025 2026 2025

Cost of revenues $18,291 $17,624 4% $35,191 $35,694 (1)%

1 unchanged sentence

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.

The increase in cost of revenues of $0.7 million for the three months ended June 30, 2026 over the prior year comparable period was primarily due to increases of $0.3 million in personnel-related expenses, and $0.2 million in each of depreciation and amortization expense and processing fees.

The decrease in cost of revenues of $0.5 million for the six months ended June 30, 2026 over the prior year comparable period was primarily due to a decrease of $0.9 million in data transmission costs, partially offset by an increase of $0.3 million in processing fees.

Operating Expenses

Sales and Marketing

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

(in thousands, except percentages) Three Months Ended June 30, Percentage Change Six Months Ended June 30, Percentage Change

2026 2025 2026 2025

Sales and marketing $13,503 $12,452 8% $27,319 $25,240 8%

3 unchanged sentences

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

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.

The increase in sales and marketing expenses of $1.1 million for the three months ended June 30, 2026 over the prior year comparable period was primarily due to increases of $0.6 million in third-party advertising spend and $0.3 million in personnel-related expense.

The increase in sales and marketing expenses of $2.1 million for the six months ended June 30, 2026 over the prior year comparable period was primarily due to increases of $1.4 million in third-party advertising spend and $0.3 million in personnel-related expenses.

Research, Development and Engineering

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

(in thousands, except percentages) Three Months Ended June 30, Percentage Change Six Months Ended June 30, Percentage Change

2026 2025 2026 2025

Research, development and engineering $2,375 $1,744 36% $4,291 $3,456 24%

1 unchanged sentence

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.

The increase in research, development and engineering costs of $0.6 million for the three months ended June 30, 2026 over the prior year comparable period was primarily due to an increase in personnel-related expenses.

The increase in research, development and engineering costs of $0.8 million for the six months ended June 30, 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 March 31, Percentage Change

(in thousands, except percentages) Three Months Ended June 30, Percentage Change Six Months Ended June 30, Percentage Change

2026 2025 2026 2025

General and administrative $20,362 $16,852 21% $38,455 $33,923 13%

1 unchanged sentence

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 $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.

The increase in general and administrative expenses of $3.5 million for the three months ended June 30, 2026 over the prior year comparable period was primarily due to increases of $1.7 million in personnel-related expenses, $1.0 million in depreciation and amortization expense and $1.0 million in bad debt expense.

The increase in general and administrative expenses of $4.5 million for the six months ended June 30, 2026 over the prior year comparable period was primarily due to increases of $2.5 million in personnel-related expenses, $1.3 million in depreciation and amortization expense and $0.9 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 months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

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 six months ended June 30, 2026 and 2025 (in thousands):

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

2026 2025 2026 2025

Cost of revenues $ 621 $ 511 $ 1,063 $ 987

7 unchanged sentences

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

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 expense was $7.9 million and $8.7 million for the three months ended June 30, 2026 and 2025, respectively, and $15.7 million and $17.6 million for the six months ended June 30, 2026 and 2025, respectively.

During the three and six months ended June 30, 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 $0.7 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.

Interest income was $0.8 million and $0.5 million for the three months ended June 30, 2026 and 2025, respectively, and $1.4 million and $0.9 million for the six months ended June 30, 2026 and 2025, respectively.

Interest income for the three and six months ended June 30, 2026 was higher compared to the prior year comparable periods 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 $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.

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

Other income (expense), net was $6.0 million and $(2.3) million for the three months ended June 30, 2026 and 2025, respectively.

The change between periods was primarily attributable to a $5.3 million unrealized net gain on our investments, as well as a $2.9 million favorable change due to exchange rate fluctuations on intercompany balances between periods in foreign subsidiaries that were in functional currencies other than the U.S.

Other income (expense), net was $7.4 million and $(3.4) million for the six months ended June 30, 2026 and 2025, respectively.

The change between periods was primarily attributable to a $5.5 million favorable change due to exchange rate fluctuations on intercompany balances between periods in foreign subsidiaries that were in functional currencies other than the U.S.

Dollar as well as a $5.3 million unrealized net gain on our investments.

Significant judgment is required in determining our provision for income taxes and in evaluating our tax positions on a worldwide basis.

2 unchanged sentences

Our effective tax rate is based on pre-tax income, statutory tax rates, tax regulations and different tax rates in the various jurisdictions in which we operate.

The tax basis of our assets and liabilities reflect our best estimate of the tax benefits and costs we expect to realize.

The tax basis of our assets and liabilities reflect our best estimate of the tax benefits

and costs we expect to realize.

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

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.

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.

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

The provision for income taxes was $8.3 million and $7.8 million for the three months ended June 30, 2026 and 2025, respectively, and $15.7 million and $14.5 million for the six months ended June 30, 2026 and 2025, respectively.

Our effective tax rate was 23.3% and 27.2% for the three months ended June 30, 2026 and 2025, respectively, and 23.2% and 25.7% for the six months ended June 30, 2026 and 2025, respectively.

The decrease in our effective income tax rate for the three 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 decrease in our 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.

Liquidity and Capital Resources

Cash and Cash Equivalents

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.

As of June 30, 2026, we had cash and cash equivalents of $98.9 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.

As of June 30, 2026, cash and cash equivalents held within domestic and foreign jurisdictions were $24.7 million and $74.2 million, respectively.

2028 Senior Notes

1 unchanged sentence

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.

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 net of deferred issuance costs, on the Condensed Consolidated Balance Sheets as of June 30, 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.

1 unchanged sentence

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

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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.

As of June 30, 2026, the Company had $146.3 million outstanding under the DDTL Facility and $64.0 million outstanding under the Revolving Credit Facility.

As of June 30, 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 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.

As of June 30, 2026, we had $558.5 million in aggregate principal amount of indebtedness outstanding (see Note 8 - Long-Term Debt of the Notes to the Condensed Consolidated Financial Statements) and total minimum lease payments of $12.3 million, which had a weighted average remaining lease term of 4.3 years.

As of June 30, 2026, our liability for uncertain tax positions was $15.3 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.

5 unchanged sentences

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

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

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

Common Stock Repurchase Program

In March 2022, the Company’s Board of Directors approved a share buyback program, under which the Company was authorized to purchase in the public market or in off-market transactions up to $100.0 million worth 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 share buyback 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.

4 unchanged sentences

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.

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

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.

Net cash provided by operating activities was $79.1 million and $69.2 million for the six months ended June 30, 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.

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.

Net cash used in investing activities was $19.0 million and $20.2 million for the six months ended June 30, 2026 and 2025, respectively.

For the six months ended June 30, 2026, net cash used in investing activities consisted of capital expenditures, primarily capitalized software development costs, a business acquisition (see Note 4 - Business Acquisitions), and cash paid for investments.

For the six months ended June 30, 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 a decrease in cash paid for investments, partially offset by business acquisition costs in the current year period.

Net cash used in financing activities was $34.3 million and $28.6 million for the six months ended June 30, 2026 and 2025, respectively.

For the six months ended June 30, 2026, net cash used in financing activities is primarily attributable to our repurchases of common stock.

For the six months ended June 30, 2025, net cash used in financing activities is primarily attributable to our repurchases of debt and common stock.

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, as well as principal repayments on our debt, 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