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PRE-MKT · 05:35 ET
Market ClerkRecap
Mon Oct 26 · pre-market1 signal on Oct 2494 insider buys this week · $48.3MCIRO short report next: Oct 31The week ahead

DH

Definitive Healthcare Corp.
NASDAQ · TECHNOLOGY · SERVICES-PREPACKAGED SOFTWARE
1.08
+0.00 +0.00%
USD · close Oct 23
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Work order
59
WATCH · shorts 59
Insiders, 90 days
0
no open-market filings in 90 days
Congress, 90 days
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no disclosures naming it
Big money
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none of the tracked funds disclose it
Calls on record
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nobody we score has called it yet
MKT CAP $115.3MP/E —DIV YIELD —FCF YIELD 24.78%REV TTM $232.7M −5.0%NET INCOME −$168.2MNET CASH $4.6M52W 0.63 – 2.97SEC XBRL · TTM TO Invalid Date

How DH rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
40%
of sentences unchanged
Added
447
new sentences
Dropped
476
sentences removed
Length
−1,500
words, now 42,072

New in FY2025

  • Governance Our audit committee of the Board addresses the Company’s cybersecurity risk management as part of its general oversight function.
  • Our cybersecurity processes are implemented and overseen by designated members of Company management, including our VP, IT and our Director of Information Security.
  • These individuals each have more than 20 years of experience managing enterprise information technology and security programs and hold relevant professional qualifications, including advanced education in information security and industry‑recognized certifications, such as the Certified Information Systems Security Professional.
  • While we believe this expertise supports the design and operation of our cybersecurity controls, no assurances can be made that these measures will be sufficient to prevent or mitigate all cybersecurity threats.
  • The VP, IT is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy, and communicating key priorities to relevant personnel.
  • The VP, IT is also responsible for approving budgets, helping prepare for cybersecurity incidents, approving cybersecurity processes, and reviewing security assessments and other security-related reports .
  • As of December 31, 2025, we have other offices in Sweden and India.
  • Regarding the contingent consideration associated with our acquisition of Populi (See to Note 3.
  • Acquisitions to our accompanying consolidated financial statements), we determined that the earn-out revenue targets were partially achieved for the calendar year 2024 performance period and not achieved for the calendar year 2025 performance period.
  • In May 2025, the former Populi equity holders delivered a notice asserting that the performance conditions for the 2024 performance period were satisfied at a higher payout tier than calculated by us and that additional consideration is due.
  • We dispute this assertion and believe that, based on our interpretation of the purchase agreement and our calculation of the applicable performance metrics, no additional amounts are payable.
  • The parties are engaged in litigation regarding this issue.
  • As of December 31, 2025, we have recorded a contingent consideration liability of $3.0 million, representing our management’s estimate of the fair value of the earn-out obligation.
  • While we believe our interpretation of the agreement is appropriate and intend to vigorously defend our position, the ultimate outcome of this matter is uncertain.
  • We will continue to evaluate this matter and adjust the estimated fair value of the contingent consideration liability as necessary based on developments in the dispute and any new information that becomes available.
  • In addition to the matter noted above, we are subject to various legal proceedings, claims, and governmental inspections, audits, or investigations that arise in the ordinary course of our business.
  • Stockholders As of February 23, 2026, there were 34 holders of record of our Class A common stock.
  • The declaration, amount, and payment of any future dividends on shares of Class A common stock is at the sole discretion of our Board, and we may reduce or discontinue entirely the payment of such dividends at any time.
  • Our Board may take into account general and economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our Board may deem relevant.
  • Such exchanges executed in the fourth quarter of 2025 are as follows: Date of Exchange Number of Shares Exchanged October 20, 2025 9,971 Total 9,971 Use of Proceeds Not applicable.
  • The following discussion includes a comparison of our results of operations, financial condition, and liquidity and capital resources for fiscal years 2025, 2024 and 2023.
  • Delivered through our software as a service (“SaaS”) platform, our intelligence has become important to the commercial success of our approximately 2,330 customers as of December 31, 2025.
  • We believe any company selling or competing within the healthcare ecosystem is a potential customer for us and contributes to our estimated current total addressable market of over $11 billion and our serviceable addressable market of approximately $7 billion.
  • Recent Developments Acquisitions On January 16, 2024, we completed the purchase of assets comprising the Carevoyance (as the term is defined below) business line of H1 Insights, Inc., a product that helps medical technology (“MedTech”) customers to improve segmentation, targeting, and prospect engagement for $13.7 million, subject to closing adjustments.
  • On July 21, 2023, we completed the acquisition of Populi, a provider-focused data and analytics company that works with healthcare organizations to optimize physician relationships, reduce network leakage, and expand market share, for total consideration of $54.1 million, consisting of approximately $46.4 million of cash paid at closing, a $0.1 million reimbursement from sellers for working capital adjustments, and up to $28.0 million of contingent consideration, with an initial estimated fair value of $7.8 million, subject to meeting certain revenue metrics during calendar years 2024 and 2025.
  • Acquisitions to our accompanying consolidated financial statements.
  • Goodwill Impairment Over the past three years, we have experienced declines in our market capitalization as a result of sustained decreases in our stock price, which represented triggering events requiring our management to perform quantitative goodwill impairment tests.
  • As a result of each impairment test, we determined that the fair value of our single reporting unit was lower than its carrying value and, accordingly, recorded non-cash, pre-tax, goodwill impairment charges of $196.1 million, $688.9 million, and $287.4 million during the years ended December 31, 2025, 2024, and 2023, respectively.
  • Goodwill and Intangible Assets to our accompanying consolidated financial statements.
  • In fiscal year 2024, we recorded impairment charges of $1.2 million related to the consolidation of certain leased office space at our corporate headquarters.
  • These charges comprised $0.9 million relating to the operating lease right-of-use assets and $0.3 million relating to the leasehold improvements.
  • During the year ended December 31, 2025, we incurred additional impairment charges of $0.6 million related to the operating lease right-of-use assets.
  • These charges were recognized within transaction, integration, and restructuring expenses in our consolidated statements of operations for each respective period.
  • These charges were recognized within transaction, integration, and restructuring expenses in the accompanying consolidated statements of operations.
  • Sales Execution Challenges As part of the 2024 Restructuring Plan, we made significant changes to our go-to-market team that reduced overlay expenses, created a separate group and sales motion for our small and medium sized customers, and allocated more resources to our Enterprise Customers (as the term is defined below).
  • These changes initially created disruptions to our sales efforts in fiscal year 2024, impacting both new customer acquisition and upsell to existing customers.
  • These factors, in addition to the lower than historical renewal rates we observed throughout fiscal year 2025, impacted our results in 2025, and we expect will continue to impact our results into 2026.
  • Executive Transitions As part of the Company’s ongoing review of its organizational design with respect to executive leadership, we have recently experienced several executive transitions.
  • On November 7, 2024, we announced that our former Chief Financial Officer, Richard Booth, would be leaving the Company effective June 1, 2025.
  • After a thorough search process, our Board appointed Casey Heller, our former Senior Vice President of Finance, to the role of Chief Financial Officer effective June 2, 2025.

and 407 more.

Gone since FY2024

  • Governance Our audit committee of the board of directors addresses the Company’s cybersecurity risk management as part of its general oversight function.
  • Our cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including our Vice President of Information technology and Director of Information Security, each Senior Principal Security and Infrastructure Architect with over 20 years’ experience managing large scale enterprise information technology and security systems and programs.
  • The CTO is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy, and communicating key priorities to relevant personnel.
  • The CTO is also responsible for approving budgets, helping prepare for cybersecurity incidents, approving cybersecurity processes, and reviewing security assessments and other security-related reports .
  • As of December 31, 2024, we have other offices in Sweden and India.
  • We are subject to various legal proceedings, claims, and governmental inspections, audits, or investigations that arise in the ordinary course of our business.
  • Stockholders As of February 24, 2025, there were 34 holders of record of our Class A Common Stock.
  • The declaration, amount, and payment of any future dividends on shares of Class A Common Stock is at the sole discretion of our board of directors, and we may reduce or discontinue entirely the payment of such dividends at any time.
  • Our board of directors may take into account general and economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant.
  • Such exchanges executed in the fourth quarter of 2024 are as follows: Date of Exchange Number of Shares Exchanged November 4, 2024 3,330 November 12, 2024 6,365 December 2, 2024 1,331 December 23, 2024 10,000 Total 21,026 Share Repurchases The following table sets forth certain information with respect to repurchases of our Class A Common Stock during the quarter ended December 31, 2024.
  • ISSUER PURCHASES OF EQUITY SECURITIES Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) (2) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) (2) (in thousands) October 1 - October 31, 2024 — $ –– — $ 5,026 November 1 - November 30, 2024 768,806 $ 4.47 768,806 $ 101,591 December 1 - December 31, 2024 867,477 $ 4.45 867,477 $ 97,730 Total 1,636,283 $ 4.46 1,636,283 (1) On May 7, 2024, our board of directors announced a stock repurchase program (the “Repurchase Program”) of our Class A Common Stock authorizing up to $20.0 million in share repurchases.
  • The Repurchase Program expires on December 31, 2024.
  • Repurchases may be effected, from time to time, either on the open market (including pre-set trading plans), in privately negotiated transactions, and other transactions in accordance with applicable securities laws.
  • (2) On November 1, 2024, our board of directors announced a stock repurchase program (the “2025 Repurchase Program”) of our Class A Common Stock authorizing up to $100.0 million in share repurchases.
  • The Repurchase Program expires on December 31, 2025 and takes effect upon the expiration or completion of our previously announced $20.0 million Repurchase Program.
  • The following discussion includes a comparison of our results of operations, financial condition, and liquidity and capital resources for fiscal years 2024, 2023 and 2022.
  • Delivered through our software as a service (“SaaS”) platform, our intelligence has become important to the commercial success of our approximately 2,500 customers as of December 31, 2024.
  • We believe any company selling or competing within the healthcare ecosystem is a potential customer for us and contributes to our estimated current total addressable market of over $10 billion.
  • Recent Developments Acquisitions On January 16, 2024, we completed the purchase of assets comprising the Carevoyance business line of H1 Insights, Inc., a product that helps medical technology (“MedTech”) customers to improve segmentation, targeting, and prospect engagement for $13.7 million, subject to closing adjustments.
  • On July 21, 2023, we completed the acquisition of Populi, Inc.
  • (“Populi”), a provider-focused data and analytics company that works with healthcare organizations to optimize physician relationships, reduce network leakage, and expand market share, for total consideration of $54.1 million, consisting of approximately $46.4 million of cash paid at closing, a $0.1 million reimbursement from sellers for working capital adjustments, and up to $28.0 million of contingent consideration, with an initial estimated fair value of $7.8 million, subject to meeting certain revenue metrics during calendar years 2024 and 2025.
  • Acquisitions in the accompanying consolidated financial statements.
  • Goodwill Impairment Recently, we have experienced declines in our market capitalization as a result of sustained decreases in our stock price, which represented triggering events requiring our management to perform quantitative goodwill impairment tests.
  • As a result of each impairment test, we determined that the fair value of our single reporting unit was lower than its carrying value and, accordingly, recorded non-cash, pre-tax, goodwill impairment charges of $688.9 million and $287.4 million during the years ended December 31, 2024 and 2023, respectively.
  • Goodwill and Intangible Assets in the accompanying consolidated financial statements.
  • During the year ended 2024, we consolidated certain leased office space at our corporate headquarters and, as a result, recorded impairment charges of $1.2 million, comprised of $0.9 million related to the operating lease right-of-use asset and $0.3 million related to leasehold improvements.
  • These non-cash charges were recognized within transaction, integration, and restructuring expenses in our consolidated statements of operations.
  • These charges were recognized within Transaction, integration, and restructuring expenses in the accompanying consolidated statement of operations.
  • Sales Execution Challenges As part of the 2024 Restructuring Plan, we made significant changes to our go-to-market team that reduced overlay expenses, created a separate group and sales motion for our small and medium sized customers, and allocated more resources to our Enterprise Customers.
  • These changes, coupled with continued macroeconomic headwinds, disrupted our sales efforts throughout 2024 impacting both new customer acquisition and upsell to existing customers and also causing heightened customer churn.
  • As we moved through 2024, we did not see subscription renewals return to historical levels.
  • Based on these impacts, we expect our revenue to decline in 2025 compared with 2024.
  • Executive Transitions We have had significant executive transitions in 2024.
  • On November 7, 2024, the Company announced that, following discussions regarding the scope of the role of Chief Financial Officer, Richard Booth, the Company’s Chief Financial Officer, and the Company agreed that Mr.
  • Booth will be leaving the Company effective June 1, 2025.
  • After a thorough search process, our board of directors appointed Casey Heller, our current Senior Vice President of Finance, to the role of Chief Financial Officer effective on June 2, 2025.
  • Macroeconomic Conditions Our current and prospective customers and their business spendings are impacted by difficult macroeconomic conditions to varying degrees and as a result, in some cases we are observing deal cycles lengthen for new and existing customers, in part as a result of more stringent approval processes, as well as a significant number of deferred purchasing decisions.
  • We are also experiencing heightened customer churn.
  • These trends have been particularly pronounced for smaller customers and in the Life Science market.
  • This churn has impacted our revenue growth since 2023, and we expect this will continue to have an impact on our growth into fiscal year 2025.

and 436 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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