Consensus Cloud Solutions, Inc. 10-Q

Item 1. Financial Statements. CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands except share and per share data) June 30, 2026 December 31, 2025 ASSETS Cash and cash equivalents $ 98,901 $ 74,685 Accounts receivable, net of allowances of $ 2,924 and $ 3,105 , respectively 25,621 23,686 Prepaid expenses and other current assets 9,599 18,788 Total current assets 134,121 117,159 Property and equipment, net 123,844 116,869 Operating lease right-of-use assets 3,960 5,098 Intangibles, net 40,213 38,761 Goodwill 352,924 352,939 Deferred income taxes 20,758 21,666 Other assets 21,070 11,323 TOTAL ASSETS $ 696,890 $ 663,815 LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable and accrued expenses $ 37,558 $ 36,045 Income taxes payable, current 3,027 97 Deferred revenue, current 20,501 19,773 Operating lease liabilities, current 2,441 2,576 Current portion of long-term debt 7,046 7,047 Total current liabilities 70,573 65,538 Long-term debt, net of current portion 548,248 551,322 Deferred revenue, noncurrent 1,402 1,567 Operating lease liabilities, noncurrent 8,201 9,754 Liability for uncertain tax positions 15,279 14,484 Deferred income taxes 8,892 7,176 Other long-term liabilities 2,729 201 TOTAL LIABILITIES 655,324 650,042 Commitments and contingencies (Note 9) Common stock, $ 0.01 par value. Authorized 120,000,000 ; 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 213 211 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 ) Additional paid-in capital 84,323 76,984 Retained earnings 52,908 849 Accumulated other comprehensive loss ( 13,570 ) ( 8,795 ) TOTAL STOCKHOLDERS’ EQUITY 41,566 13,773 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 696,890 $ 663,815 See Notes to Condensed Consolidated Financial Statements -3- CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited, in thousands except share and per share data) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenues $ 91,361 $ 87,721 $ 179,828 $ 174,859 Cost of revenues (1) 18,291 17,624 35,191 35,694 Gross profit 73,070 70,097 144,637 139,165 Operating expenses: Sales and marketing (1) 13,503 12,452 27,319 25,240 Research, development and engineering (1) 2,375 1,744 4,291 3,456 General and administrative (1) 20,362 16,852 38,455 33,923 Total operating expenses 36,240 31,048 70,065 62,619 Income from operations 36,830 39,049 74,572 76,546 Interest expense ( 7,932 ) ( 8,673 ) ( 15,695 ) ( 17,649 ) Interest income 765 484 1,426 935 Other income (expense), net 6,029 ( 2,316 ) 7,445 ( 3,413 ) Income before income taxes 35,692 28,544 67,748 56,419 Income tax expense 8,318 7,763 15,689 14,486 Net income $ 27,374 $ 20,781 $ 52,059 $ 41,933 Net income per common share: Basic $ 1.49 $ 1.07 $ 2.81 $ 2.15 Diluted $ 1.43 $ 1.07 $ 2.72 $ 2.14 Weighted average shares outstanding: Basic 18,367,765 19,437,315 18,535,476 19,483,689 Diluted 19,183,187 19,497,090 19,111,275 19,593,699 (1) Includes share-based compensation expense as follows: Cost of revenues $ 621 $ 511 $ 1,063 $ 987 Sales and marketing 994 702 1,745 1,416 Research, development and engineering 318 107 456 212 General and administrative 3,827 2,887 6,760 5,856 Total $ 5,760 $ 4,207 $ 10,024 $ 8,471 See Notes to Condensed Consolidated Financial Statements -4- CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited, in thousands) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Net income $ 27,374 $ 20,781 $ 52,059 $ 41,933 Other comprehensive (loss) income: Foreign currency translation adjustment ( 1,220 ) 9,859 ( 4,775 ) 14,227 Other comprehensive (loss) income ( 1,220 ) 9,859 ( 4,775 ) 14,227 Comprehensive income $ 26,154 $ 30,640 $ 47,284 $ 56,160 See Notes to Condensed Consolidated Financial Statements -5- CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) Six Months Ended June 30, 2026 2025 Cash flows from operating activities: Net income $ 52,059 $ 41,933 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 10,694 9,749 Amortization of financing costs and discounts 767 828 Non-cash operating lease costs 748 793 Share-based compensation 10,024 8,471 Provision for doubtful accounts 3,186 2,275 Deferred income taxes, net 2,139 556 Unrealized gain on investments ( 5,300 ) — Loss on extinguishment of debt — 123 Changes in operating assets and liabilities: Decrease (increase) in: Accounts receivable ( 5,745 ) ( 2,019 ) Prepaid expenses and other current assets 9,195 6,420 Other assets ( 2,069 ) 158 Increase (decrease) in: Accounts payable and accrued expenses 921 ( 5,703 ) Income taxes payable 2,965 5,512 Deferred revenue 6 316 Operating lease liabilities ( 1,297 ) ( 986 ) Liability for uncertain tax positions 796 832 Other liabilities 5 ( 16 ) Net cash provided by operating activities 79,094 69,242 Cash flows from investing activities: 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 ) Net cash used in investing activities ( 19,038 ) ( 20,150 ) Cash flows from financing activities: Repayment of term loan ( 3,750 ) — Proceeds from the issuance of common stock under employee stock purchase plan 707 694 Repurchase of common stock ( 26,792 ) ( 12,344 ) Taxes paid related to net share settlement ( 4,425 ) ( 1,174 ) Repurchase of debt — ( 15,764 ) Net cash used in financing activities ( 34,260 ) ( 28,588 ) Effect of exchange rate changes on cash and cash equivalents ( 1,580 ) 3,845 Net change in cash and cash equivalents 24,216 24,349 Cash and cash equivalents at beginning of period 74,685 33,545 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 -6- 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 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 -7- 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 ) Net income — — — — — 41,933 — 41,933 Foreign currency translation adjustment — — — — — — 14,227 14,227 Vested restricted stock 137,466 1 ( 1 ) — — — — — Shares withheld related to net share settlement ( 51,045 ) — ( 1,174 ) — — — — ( 1,174 ) Repurchase of common stock — — — ( 553,344 ) ( 12,574 ) — — ( 12,574 ) Share-based compensation — — 9,878 — — — — 9,878 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, January 1, 2026 21,057,258 $ 211 $ 76,984 ( 2,098,810 ) $ ( 55,476 ) $ 849 $ ( 8,795 ) $ 13,773 Net income — — — — — 52,059 — 52,059 Foreign currency translation adjustment — — — — — — ( 4,775 ) ( 4,775 ) Vested restricted stock 397,169 4 ( 4 ) — — — — — Shares withheld related to net share settlement ( 146,527 ) ( 2 ) ( 4,915 ) — — — — ( 4,917 ) Repurchase of common stock — — — ( 901,365 ) ( 26,832 ) — — ( 26,832 ) Share-based compensation — — 11,551 — — — — 11,551 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 -8- CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Basis of Presentation The Company Consensus Cloud Solutions, Inc., together with its subsidiaries (“Consensus Cloud Solutions”, “Consensus”, the “Company”, “our”, “us” or “we”), is a provider of secure information delivery services with a scalable Software-as-a-Service (“SaaS”) platform. Consensus serves customers of all sizes, from enterprises to individuals, across the globe and multiple industry verticals including, but not limited to, healthcare, government, financial services, law and education. Beginning as an online fax company over two decades ago, Consensus has evolved into a global provider of enterprise secure communication solutions. Our communication, extraction and digital signature solutions enable our customers to securely and cooperatively access, exchange and use information across organizational, regional and national boundaries. Principles of Consolidation The accompanying interim condensed consolidated financial statements include the accounts of Consensus and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Basis of Presentation The accompanying interim condensed consolidated financial statements are unaudited and have been prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. The Company believes that the disclosures made are adequate to make that information not misleading. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of these interim financial statements have been reflected. It is suggested that these financial statements be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2025, included in our Annual Report (Form 10-K) filed with the SEC on February 13, 2026. Accordingly, significant accounting policies and other disclosures normally provided have been omitted since such items are disclosed therein. The results of operations for this interim period are not necessarily indicative of the operating results for the full year or for any future period. Use of Estimates The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, including judgments about the reported amounts of revenue and expenses during the reporting period. The Company believes that its most significant estimates are those related to revenue recognition, internal-use software development costs, share-based compensation expense, income taxes and tax contingencies. On an ongoing basis, management evaluates its estimates based on historical experience and on various other factors that the Company believes to be reasonable under the circumstances. Actual results could materially differ from those estimates due to risks and uncertainties, including uncertainty in the current economic environment due to factors such as inflationary pressures and elevated interest rates. Significant Accounting Policies There have been no material changes to our significant accounting policies from our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Segment Reporting FASB ASC Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business entities report information about reportable segments in their annual consolidated financial statements and requires that those -9- entities report selected information about reportable segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segment is based on the organization’s structure used by the chief operating decision maker (“CODM”), who is our chief executive officer (“CEO”), for making operating and investment decisions and for assessing performance. The Company’s CEO reviews financial information presented on a consolidated basis for purposes of assessing performance and making decisions on how to allocate resources. The CEO uses consolidated profit or loss from operations before interest and income taxes to allocate resources predominantly in the annual budget and forecasting process. The CEO considers budget-to-actual variances on a monthly basis when making decisions about allocating capital and personnel. The CEO also uses consolidated profit or loss from operations before interest and income taxes and consolidated net income to assess performance. Accordingly, the Company has determined that it operates one reportable segment known as Cloud Fax (see Note 15 - Segment Information). The condensed consolidated financial statements and related disclosures reflect the segment operations of Cloud Fax. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. 2. Recent Accounting Pronouncements In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). The amendments in this ASU provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. The amendments in this ASU should be applied on a prospective basis. The amendments in this ASU are effective for annual periods beginning after December 15, 2025, and for interim periods within those annual periods. Early adoption is permitted. The Company adopted the provisions of ASU 2025-05 in the first quarter of 2026 and elected to apply the practical expedient. ASU 2025-05 did not materially impact our consolidated financial statements upon adoption. 3. Revenues The Company earns revenue from contracts with customers, primarily through the provision of cloud-based communication and digital signature solutions that allow customers to access the Company’s software without taking possession. The contracts include both recurring subscription and usage-based fees, and the total transaction price is allocated to performance obligations in each contract as appropriate. Revenue for cloud-based services is recognized over time in the period earned. The contracts may be terminated early. Fees collected in advance are non-refundable, and they are deferred and recognized in revenue when the related performance obligations are satisfied. Standard Corporate contracts billed monthly include a termination charge equal to the minimum fees payable through the last day of the contract term. Revenues from external customers classified by revenue source are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenues Corporate $ 60,456 $ 55,302 $ 119,178 $ 109,591 Small office home office (“SoHo”) 30,905 32,419 60,650 65,268 Total $ 91,361 $ 87,721 $ 179,828 $ 174,859 Timing of revenue recognition Point in time $ 387 $ 572 $ 814 $ 1,215 Over time 90,974 87,149 179,014 173,644 Total $ 91,361 $ 87,721 $ 179,828 $ 174,859 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. -10- Performance Obligations Generally, the Company’s contracts with customers include one performance obligation, however, certain contracts may include multiple performance obligations. For such arrangements, revenues are allocated to each performance obligation based on their relative standalone selling price. The Company satisfies its performance obligations upon delivery of products or services to its customers. Payment terms vary by type and location of the Company’s customers and the products and services offered. The time between invoicing and when payment is due is not significant. Due to the nature of the services provided, there are no obligations for returns. Significant Judgments Determining whether products and services are considered distinct performance obligations may require significant judgment. When a contract includes both on-premises software licenses and cloud-based services, judgment is required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the cloud-based service and recognized over time. Judgment is also required to determine the standalone selling price for each distinct performance obligation when there are multiple performance obligations. In certain cases, the Company is able to establish the standalone selling price based on observable prices of products or services sold or priced separately in comparable circumstances to similar customers. The Company uses a range of amounts to estimate the standalone selling price when each of the products and services is sold separately to determine whether there is a discount to be allocated based on the relative standalone selling price of the various products and services. Performance Obligations Satisfied Over Time The Company’s business consists primarily of performance obligations that are satisfied over time based on the fact that the nature of the cloud-based services offered is subscription based where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. Depending on the individual contracts with the customer, revenue for these services is recognized over the contract period when services are provided. The Company expects to recognize revenue for Corporate contracts typically in a range from month-to-month up to 36 months and recognize revenue for SoHo contracts in a range from month-to-month up to one year . Revenue from usage-based fees is recognized in proportion to the amount for which the Company has the right to invoice for services performed, which corresponds with the utilization of the services by the customer. The Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligations over time is a time-based measure. The Company recognizes revenue on a straight-line basis throughout the subscription period and believes that the method used is a faithful depiction of the transfer of goods and services. Practical Expedients Existence of a Significant Financing Component in a Contract As a practical expedient, the Company has not assessed whether a contract has a significant financing component because the Company expects at contract inception that the period between payment by the customer and the transfer of promised goods or services by the Company to the customer will be one year or less. In addition, the Company has determined that the payment terms the Company provides to its customers are structured primarily for reasons other than the provision of finance to the Company. The Company typically charges an upfront subscription amount for services, or an amount for usage in arrears, or a combination thereof, as other payment terms would affect the nature of the risk assumed by the Company due to the costs of the customer acquisition and the highly competitive and commoditized nature of the business the Company operates. Costs to Obtain a Contract The Company’s revenues are primarily generated from customer contracts that are for one year or less. Costs primarily consist of incentive compensation paid based on the achievements of sales targets in a given period for related revenue streams and are recognized in the month when the revenue is earned. Incentive compensation is paid upon the issuance or renewal of the -11- customer contract. As a practical expedient, for amortization periods that are determined to be one year or less, the Company expenses any incremental costs of obtaining the contract with a customer when incurred. For those customer contracts greater than one year, the Company capitalizes and amortizes the expenses, when appropriate, over the period of benefit. Revenues Invoiced 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. 4. 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. 5. Fair Value Measurements The Company complies with the provisions of FASB ASC Topic No. 820, Fair Value Measurement, (“ASC 820”), which defines fair value, provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: § Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. § Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. § Level 3 – Unobservable inputs which are supported by little or no market activity. 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 $ 50.8 million and -12- $ 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. The fair value of fixed interest rate long-term debt is determined using recent quoted market prices or dealer quotes for each of the Company’s instruments, which are Level 1 inputs (see Note 8 - Long-Term Debt). The carrying value of long-term debt is reflected in the financial statements at cost. 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 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. The Company did not record any impairments during the three or six months ended June 30, 2026 and 2025. 6. Property and Equipment Property and equipment, stated at cost, consisted of the following (in thousands): June 30, 2026 December 31, 2025 Internal-use software development costs $ 127,335 $ 99,961 Computers, software and equipment 19,462 19,504 Furniture and fixtures 948 892 Leasehold improvements 1,722 1,724 Internal-use software development costs in process 56,442 67,400 205,909 189,481 Less: Accumulated depreciation and amortization ( 82,065 ) ( 72,612 ) Total property and equipment, net $ 123,844 $ 116,869 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. -13- 7. Goodwill and Intangible Assets The changes in carrying amounts of goodwill for the six months ended June 30, 2026 are as follows (in thousands): Amount Balance as of January 1, 2026 $ 352,939 Goodwill acquired (Note 4) 2,079 Foreign exchange translation ( 2,094 ) 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): June 30, 2026 December 31, 2025 Trade names $ 27,394 $ 27,422 Other 4,045 4,045 Total $ 31,439 $ 31,467 Intangible Assets Subject to Amortization: As of June 30, 2026, intangible assets subject to amortization are summarized as follows (in thousands): Weighted-Average Remaining Amortization Period Historical Cost Accumulated Amortization Net Trade names 0.1 years $ 8,248 $ 8,162 $ 86 Patent and patent licenses 0.0 years 54,341 54,341 — Customer relationships (1) 1.4 years 109,339 103,913 5,426 Other purchased intangibles 1.9 years 14,212 10,950 3,262 Total $ 186,140 $ 177,366 $ 8,774 (1) The Company amortizes its customer relationship assets in a pattern that best reflects the pace in which the assets’ benefits are consumed. 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. As of December 31, 2025, intangible assets subject to amortization are summarized as follows (in thousands): Weighted-Average Remaining Amortization Period Historical Cost Accumulated Amortization Net Trade names 0.1 years $ 8,299 $ 8,148 $ 151 Patent and patent licenses 0.0 years 54,341 54,341 — Customer relationships (1) 1.6 years 109,663 103,616 6,047 Other purchased intangibles 1.0 year 11,917 10,821 1,096 Total $ 184,220 $ 176,926 $ 7,294 (1) The Company amortizes its customer relationship assets in a pattern that best reflects the pace in which the assets’ benefits are consumed. 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. -14- Expected amortization expenses for intangible assets subject to amortization at June 30, 2026 are as follows (in thousands): Fiscal Year: Amount 2026 (remainder) $ 1,239 2027 1,778 2028 1,356 2029 1,171 2030 1,016 Thereafter 2,214 Total $ 8,774 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. 8. Long-Term Debt Long-term debt consists of the following, terms defined below (in thousands): June 30, 2026 December 31, 2025 2028 Senior Notes $ 348,247 $ 348,247 DDTL Facility 146,250 150,000 Revolving Credit Facility 64,000 64,000 Total 558,497 562,247 Less: deferred issuance costs ( 3,203 ) ( 3,878 ) Total debt 555,294 558,369 Less: current portion, net of debt issuance costs ( 7,046 ) ( 7,047 ) Total long-term debt, less current portion $ 548,248 $ 551,322 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): Fiscal year: Total 2026 (remainder) $ 3,750 2027 7,500 2028 547,247 2029 — 2030 — Thereafter — Total $ 558,497 -15- 2028 Senior Notes On October 7, 2021, Consensus issued $ 500.0 million of 6.5 % senior notes due in 2028 (the “2028 Senior Notes”) to Ziff Davis, Inc. (“Ziff Davis” or the “Former Parent”) in exchange for the equity interest in the Company. 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 June 30, 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. The Company may redeem some or all of the 2028 Senior Notes at any time on or after October 15, 2026 at specified redemption prices plus accrued and unpaid interest, if any, up to, but excluding the redemption date. The indenture pursuant to which the 2028 Senior Notes were issued contains covenants that restrict the Company’s ability to (i) pay dividends or make distributions on the Company’s common stock; (ii) make certain restricted payments; (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; and (vi) transfer and sell assets. These covenants contain certain exceptions. Restricted payments are applicable only if Consensus Cloud Solutions, Inc. and subsidiaries designated as restricted subsidiaries has a net leverage ratio of greater than 3.0 to 1.0. In addition, if such net leverage ratio is in excess of 3.0 to 1.0, the restriction on restricted payments is subject to various exceptions, including the total aggregate amount not to exceed the greater of (A) $ 100.0 million and (B) 50.0 % of EBITDA for the most recently ended four fiscal quarter period ended immediately prior to such date for which internal financial statements are available. The Company is in compliance with its debt covenants as of 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. Pursuant to the 2025 Credit Agreement, the Lenders have provided the Company with a senior secured revolving credit facility of $ 75.0 million (the “Revolving Credit Facility”) and a senior secured delayed-draw term loan facility of $ 150.0 million (the “DDTL Facility” and together with the Revolving Credit Facility, the “2025 Credit Facility”). The final maturity of the 2025 Credit Facility will occur on July 10, 2028, subject to limited customary accelerators. The Company incurred debt issuance costs of $ 1.7 million associated with the 2025 Credit Agreement, of which $ 0.6 million and $ 1.1 million were allocated to the Revolving Credit Facility and the DDTL Facility, respectively. Subject to the terms and conditions of the 2025 Credit Agreement, the Company may borrow, repay and reborrow revolving loans at any time during the term of the facility. Borrowings under the DDTL Facility that are prepaid or repaid may not be reborrowed. Voluntary prepayments of loans and voluntary reductions of unused commitments under the 2025 Credit Agreement are permissible without penalty (other than customary interest breakage charges). The 2025 Credit Facility is guaranteed by each wholly-owned material domestic subsidiary of the Company and secured by substantially all assets of the Company and the guarantors, subject to other customary exceptions. Commencing with the first full fiscal quarter ending after the DDTL Facility was funded, the Company is required to make quarterly principal payments, each in an amount of 1.25 % of the initial aggregate principal amount borrowed on the DDTL Facility. The interest rates applicable to the loans made under the 2025 Credit Facility are, at the Company’s option, equal to either a base rate or the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin based on the total net leverage ratio ( 0.50 % - 1.25 % in the case of base rate loans and 1.50 % - 2.25 % in the case of SOFR loans). Due to the variable nature of these interest rates, the Company has determined that the carrying value of any borrowings under the 2025 Credit Facility approximates fair value. As of 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: (i) pay dividends or make distributions on the Company’s common stock; (ii) make certain restricted payments (including certain voluntary payments in respect of the Company’s 2028 Senior Notes); (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; (vi) incur indebtedness, (vii) make acquisitions and other investments and (viii) transfer and sell assets. Additionally, the 2025 Credit Facility is subject to a maximum total net leverage ratio covenant and a minimum fixed charges coverage ratio covenant, in each case tested on a quarterly basis. The Company is in compliance with its covenants as of June 30, 2026. -16- Debt Repurchase Program On November 9, 2023, the Board of Directors approved a debt repurchase program, pursuant to which Consensus may reduce, through redemptions, open market purchases, tender offers, privately negotiated purchases or other retirements, a combination of the outstanding principal balance of the previously outstanding senior notes that were due in 2026 and the 2028 Senior Notes (“Debt Repurchase Program”). The authorization permits an aggregate principal amount reduction of up to $ 300 million and expires on November 9, 2026. The timing and amounts of purchases will be determined by the Company, depending on market conditions and other factors it deems relevant. During the three 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. 9. Commitments and Contingencies Litigation From time to time, the Company and its affiliates are involved in litigation and other legal disputes or regulatory inquiries that arise in the ordinary course of business. Any claims or regulatory actions against the Company and its affiliates, whether meritorious or not, could be time consuming and costly, and could divert significant operational resources. The outcomes of such matters are subject to inherent uncertainties, carrying the potential for unfavorable rulings that could include monetary damages and injunctive relief. The Company does not believe, based on current knowledge, that any legal proceedings or claims currently exist which, after giving effect to existing accrued liabilities, are likely to have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows. It is the Company’s policy to expense legal fees related to any litigation as incurred. Non-Income Related Taxes The Company believes that it has sufficiently reserved for historical sales tax liabilities under FASB ASC Topic No. 450, Contingencies, although some state and local taxing authorities may challenge the Company’s sales tax position, the methodology used to calculate the sales tax liability, and may also impose other taxes on its business. Taxing authorities may successfully assert that the Company should have collected, or in the future should collect sales and use, telecommunications or similar taxes, and could be subject to liability with respect to past or future tax, which could adversely affect the Company’s operating results. The Company will continue to review and monitor the impact of sales tax rules in order to mitigate any associated risks on its business. 10. Other Balance Sheet Account Details Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following (in thousands): June 30, 2026 December 31, 2025 Prepaid insurance $ 1,306 $ 2,830 Prepaid income taxes 1,214 5,484 Prepaid marketing expense 114 4,067 Prepaid software licenses 4,206 3,953 Other prepaid expenses 2,403 2,092 Other current assets 356 362 Total $ 9,599 $ 18,788 -17- Accounts payable and accrued expenses Accounts payable and accrued expenses consisted of the following (in thousands): June 30, 2026 December 31, 2025 Accounts payable $ 9,544 $ 7,544 Accrued sales and other taxes 7,723 6,969 Accrued interest 7,056 7,349 Accrued compensation 8,249 9,614 Accrued advertising expenses 1,710 1,611 Other accrued expenses 3,276 2,958 Total $ 37,558 $ 36,045 11. Income Taxes The Company’s tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate adjusted for discrete interim period tax impacts. Each quarter the Company updates its estimated annual effective tax rate and, if the estimate changes, makes a cumulative adjustment. 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 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 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. On July 4, 2025, the budget reconciliation bill H.R. 1, referred to as the OBBBA, was signed into law. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions, including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. 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 The Company files tax returns in the U.S., Ireland, Canada, Japan, Netherlands and Hong Kong. In February 2026, the Company received notification of a review by the Irish tax authorities relating to tax years 2023 and 2024. 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. The U.S. federal and most state tax returns filed for 2022 onwards, as well as certain state returns filed for 2021 onwards, are still open to examination by tax authorities. With respect to the Company’s international subsidiaries, tax returns filed for the years from 2020 onwards are still open to examination by tax authorities. -18- 12. Stockholders’ Equity Common Stock Repurchase Program In March 2022, the Company’s Board of Directors approved a share buyback program. 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. 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. The timing and amounts of purchases are determined by the Company, depending on market conditions and other factors it deems relevant. Shares may be repurchased through open market purchases or privately negotiated transactions, including through Rule 10b5-1 trading plans. 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. Although shares withheld are not issued, they are treated as common share repurchases in the Company’s condensed consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting. These shares do not count against the authorized capacity under the Company’s share repurchase program described above. 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. Dividends The Company currently does not issue dividends to Consensus shareholders. Future dividends are subject to Board approval. Our current debt agreements could trigger restrictions on dividend payments under certain circumstances (see Note 8 - Long-Term Debt). 13. Equity Incentive Plan The Company’s share-based compensation plans include the 2021 Equity Incentive Plan (the “2021 Plan”). In December 2021, Consensus’ Board of Directors adopted the 2021 Plan, which provides for the grant of incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and share units and other share-based awards. Under the 2021 Plan, 4,000,000 shares of common stock 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 -19- 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 six months ended June 30, 2026 is set forth below: Number of Shares Weighted-Average Grant-Date Fair Value Outstanding at January 1, 2026 2,202,505 $ 30.10 Granted 824,268 23.07 Vested ( 397,169 ) 27.19 Canceled ( 212,482 ) 42.35 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 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. 14. 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 June 30, Six Months Ended June 30, 2026 2025 2026 2025 Numerator for basic and diluted net income per common share: Net income available to common shareholders from operations $ 27,374 $ 20,781 $ 52,059 $ 41,933 Denominator: Weighted-average outstanding shares of common stock 18,367,765 19,437,315 18,535,476 19,483,689 Dilutive effect of: Equity incentive plans 815,422 59,775 572,893 107,781 Employee Stock Purchase Plan — — 2,906 2,229 Common stock and common stock equivalents 19,183,187 19,497,090 19,111,275 19,593,699 Net income per share from operations: Basic $ 1.49 $ 1.07 $ 2.81 $ 2.15 Diluted $ 1.43 $ 1.07 $ 2.72 $ 2.14 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. -20- 15. Segment Information The following presents the segment information of Cloud Fax (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenues $ 91,361 $ 87,721 $ 179,828 $ 174,859 Less: Salary and benefits 23,496 20,630 44,298 40,581 Marketing 5,489 4,896 11,345 9,928 Phone operations 3,971 4,190 7,662 8,425 Outside services 2,877 3,327 6,534 7,163 Depreciation and amortization 5,796 4,571 10,694 9,749 Other segment items (1) 12,902 11,058 24,723 22,467 Segment operating profit 36,830 39,049 74,572 76,546 Interest expense ( 7,932 ) ( 8,673 ) ( 15,695 ) ( 17,649 ) Interest income 765 484 1,426 935 Other income (expense), net (2) 6,029 ( 2,316 ) 7,445 ( 3,413 ) Segment earnings before income taxes 35,692 28,544 67,748 56,419 Income tax expense 8,318 7,763 15,689 14,486 Segment net income $ 27,374 $ 20,781 $ 52,059 $ 41,933 (1) Other segment items includes: database hosting expenses, computer and related expenses, processing fees, bad debt expense, taxes and insurance expenses, office expenses, travel and entertainment expenses, other administrative expenses and miscellaneous expenses. (2) Other income (expense), net includes: 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. Geographic information about the U.S. and all other countries for the reporting periods is presented below. Such information attributes revenues based on markets where revenues are reported (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenues: United States $ 71,780 $ 68,620 $ 141,423 $ 137,376 Canada 14,823 14,113 29,006 27,736 Ireland 2,558 2,775 5,200 5,477 All other countries 2,200 2,213 4,199 4,270 Foreign countries 19,581 19,101 38,405 37,483 Total $ 91,361 $ 87,721 $ 179,828 $ 174,859 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 . -21- 16. 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. -22-