Definitive Healthcare (DH) risk factors, FY2025 10-K

Risks Related to Our Business and Industry

1. 01We generate substantially all of our revenue from sales of subscriptions to our platform and any decline in demand for our platform and the data we offer could have a material adverse effect on our business, financial condition and results of operations
2. 02macroeconomic factors and their impacts on users of healthcare data
3. 03The market in which we operate is highly competitive, such that if we do not compete effectively, it could have a material adverse effect on our business, financial condition and results of operations
4. 04If we fail to respond to advances in healthcare commercial intelligence, competitors could surpass the depth, breadth or accuracy of our platform
5. 05If we are not able to obtain and maintain accurate, comprehensive or reliable data, we could experience reduced demand for our platform
6. 06Our growth rates have fluctuated and may not be indicative of our future growth
7. 07We may not achieve or sustain profitability in the future as we increase investments in our business or experience operational challenges
8. 08We could lose our access to our data providers, which could negatively impact our platform and could have a material adverse effect on our business, financial condition and results of operations
9. 09If we are unable to attract new customers and expand subscriptions of current customers, our revenue growth and financial performance will be negatively impacted
10. 10Our use of AI, and the integration of AI with our products and services, may not be successful and may present business, compliance, and reputational challenges which could lead to operational or reputational damage, competitive harm, and additional costs39% rewritten
11. 11We may fail to offer the optimal pricing and packaging of our solutions, which could negatively impact our growth strategy and ability to effectively compete in the market
12. 12If we fail to offer high-quality customer experience, our business and reputation will suffer
13. 13Our customers or unauthorized parties could use our platform in a manner that is contrary to our values or applicable law, which could harm our relationships with customers or employees, or expose us to litigation or harm our reputation67% rewritten
14. 14As part of our business strategy, we make investments in, or acquisitions of, complementary businesses, solutions, databases and technologies, and we expect that we will continue to make such investments and acquisitions in the future to further grow our business and our platformNew
15. 15potential challenges by governmental authorities, including the U.S. Department of Justice, for anti-competitive or other reasons
16. 16If we fail to maintain adequate operational and financial resources, particularly if we grow rapidly, we may be unable to execute our business plan or maintain high levels of service and customer satisfaction
17. 17We depend on our executive officers and other key employees, and the loss of one or more of these employees or an inability to attract and retain other highly skilled employees could have a material adverse effect on our business, financial condition and results of operations
18. 18If we fail to protect and maintain our brand, our reputation may be harmed and our ability to attract and retain customers will be impaired
19. 19A substantial portion of our revenue and cash flows from sales of our subscriptions to our platform to customers in the healthcare ecosystem, and factors that adversely affect it, including health reform measures and mergers within the healthcare ecosystem or regulatory changes, could also adversely affect us
20. 20Healthcare companies may be unsuccessful and may subsequently declare bankruptcy. If our customers declare bankruptcy or otherwise dissolve, they may terminate their agreements with us or we may not be able to recoup the full payment of fees owed to us
21. 21Changes in the sizes or types of organizations that subscribe to our platform could affect our business and our financial results may fluctuate due to increasing variability in our sales cycles
22. 22lengthy and multi-faceted purchasing approval processes
23. 23If we have overestimated the size of our total addressable market, our future growth rate may be limited
24. 24Our business could be negatively affected by changes in search engine algorithms and dynamics or other traffic-generating arrangements
25. 25Operations outside the U.S. expose us to risks inherent in international operations
26. 26Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies in the future could reduce our ability to compete successfully and have a material adverse effect on our business, financial condition and results of operations
27. 27We have undertaken internal restructuring activities, and may do so again in the future. The assumptions underlying these activities may prove to be inaccurate, or we may fail to achieve the expected benefits therefrom
28. 28Catastrophic events and geopolitical and trade tensions could disrupt our business and adversely affect our operating results
29. 29Our solutions utilize open-source software, and any failure to comply with the terms of one or more of these open-source licenses could adversely affect our business
30. 30We are subject to subscription and payment processing risk from our third-party vendors and any disruption to such processing systems could have a material adverse effect on our business, financial condition and results of operations

Risks Related to Data Privacy and Cybersecurity

1. 31In addition to experiencing a security incident, third parties may gather, collect, or infer sensitive data about us from public sources, data brokers, or other means that reveals competitively sensitive details about our organization and could be used to undermine our competitive advantage or market position

Legal and Regulatory Risks

1. 32Our platform addresses heavily regulated functions within the healthcare ecosystem and such regulations and laws are subject to change. Failure to comply with applicable laws and regulations could lessen the demand for our solutions or subject us to significant claims and losses
2. 33We are subject to sanctions, export controls, anti-corruption, anti-bribery, anti-money laundering and similar laws, and non-compliance with such laws can subject us to criminal penalties or significant fines and have a material adverse effect on our business, financial condition and results of operations
3. 34We could be subject to claims brought by our customers, which could be costly and time consuming to defend
4. 35We may be subject to litigation, investigations or other actions, which could harm our reputation and have a material adverse effect on our business, financial condition and results of operations
5. 36We may be subject to liability if we breach our contracts, and our insurance may be inadequate to cover our losses
6. 37We may be subject to legal liability for collecting, displaying or distributing information

Risks Related to Intellectual Property

1. 38We may not be able to adequately protect our proprietary and intellectual property rights in our data analytics or data science
2. 39We may be subject to claims by others that we are infringing on their intellectual property rights
3. 40Our business could be adversely impacted by changes in laws and regulations related to the Internet or changes in access to the Internet generally
4. 41Regulatory and legislative developments related to the use of AI could adversely affect our use of such technologies in our products, services, and business and expose us to legal and regulatory risks

Risks Related to Certain Tax Matters

1. 42Unanticipated changes in our effective tax rate and additional tax liabilities may impact our financial results
2. 43Changes in tax laws or regulations in the various tax jurisdictions we are subject to that are applied adversely to us or our paying customers could increase the costs of our platform and harm our business
3. 44Our results of operations may be harmed if we are required to collect sales or other related taxes for subscriptions to our platform in jurisdictions where we have not historically done so

Risks Related to Accounting and Financial Reporting Matters

1. 45Deferred revenue and change in deferred revenue may not be accurate indicators of our future financial results
2. 46Because we recognize subscription revenue over the subscription term, downturns or upturns in new sales and renewals are not immediately reflected in full in our results of operations
3. 47We have broad discretion in the use of our cash and short-term investment balances and may not use them effectively
4. 48We have a significant amount of goodwill and intangible assets on our balance sheet, and our results of operations have in the past been and may in the future be adversely affected if we fail to realize the full value of our goodwill and intangible assets
5. 49decline in our market capitalization relative to net book value for a sustained period62% rewritten

Risks Related to Our Indebtedness

1. 50We may not be able to secure sufficient additional financing on favorable terms, or at all, to meet our future capital needs
2. 51Any default under our debt agreements could have significant consequences
3. 52The total principal amount of debt outstanding, excluding unamortized debt issuance costs, under the 2021 Credit Agreement as of December 31, 2025 was $166.3 million
4. 53exposing us to risks inherent in interest rate fluctuations because our borrowings are at variable rates of interest, which could result in higher interest expense in the event of increases in interest rates
5. 54The failure to comply with the covenants under our credit agreements or volatility in the credit and capital markets could have a material adverse effect on our business, financial condition, liquidity and results of operation

Risks Related to Our Organizational Structure

1. 55We are a holding company, and our principal asset is our 73.1% ownership interest in Definitive OpCo, and we are accordingly dependent upon distributions from Definitive OpCo to pay dividends, if any, and taxes, make payments under the TRA and pay other expenses
2. 56In certain circumstances, Definitive OpCo will be required to make distributions to us and the other holders of LLC Units, and the distributions that Definitive OpCo will be required to make may be substantial
3. 57In certain cases, payments under the TRA to the TRA Parties may be accelerated or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the TRA35% rewritten
4. 58The acceleration of payments under the TRA in the case of certain changes of control may impair our ability to consummate change of control transactions or negatively impact the value received by owners of our Class A common stock40% rewritten
5. 59We will not be reimbursed for any payments made to the TRA Parties under the TRA in the event that any tax benefits are disallowed

Risks Related to Ownership of Our Class A common stock

1. 60Future offerings of debt or equity securities by us may have a material adverse effect on the market price of our Class A common stock
2. 61We may not realize the anticipated long-term stockholder value of our stock repurchase programs, and any failure to repurchase our common stock after we have announced our intention to do so may negatively impact our stock price46% rewritten
3. 62Certain of our directors and stockholders will not have any obligation to present business opportunities to us and may compete with us
4. 63Our quarterly results of operations may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price
5. 64The market price and trading volume of our Class A common stock has been and may continue to be volatile, which could result in rapid and substantial losses for our stockholders, and you may lose all or part of your investment83% rewritten
6. 65The market price of our Class A common stock could be negatively affected by sales of substantial amounts of our Class A common stock in the public markets62% rewritten
7. 66As a public company, we incur significant costs to comply with the laws and regulations affecting public companies, which could harm our business and results of operations
8. 67Concentration of ownership of our common stock among our existing executive officers, directors, and principal stockholders may prevent new investors from influencing significant corporate decisions
9. 68Delaware law and our organizational documents, as well as our existing and future debt agreements, may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium for their shares
10. 69prohibit our stockholders from acting by written consent once Advent’s ownership falls below 30%; and establish advance notice requirements for nominations for election to our Board or for proposing matters that can be acted on by stockholders at stockholder meetings
11. 70Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us
12. 71Our ability to issue preferred stock may deter takeover attempts