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Consensus Cloud Solutions, Inc.

For the period ended Jun 30, 2026. Filed Aug 7, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 7, 2026

CCSI$43.15+18.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-08.

0001866633-26-000011

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-07.

0001866633-26-000017

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 90 previous paragraphs and 96 current paragraphs.

58 unchanged; 30 reworded; 3 added; 0 removed; 2 previous and 5 current paragraphs rearranged.

Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (3)

Current report

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.

Current report

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.

Current report

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.
Reworded paragraphs (30)

Previous wording

Consensus is a leading provider of secure information delivery services. With our most prominent brand eFax® established over twenty-five years ago, Consensus has now evolved the service platform from pure cloud Fax to efficient and secure information exchange featuring solutions for data extraction, comprehension and transformation, facilitating interoperability and process improvement. Consensus is committed to security and compliance in data exchange, and our scalable Software-as-a-Service (“SaaS”) platform is particularly attractive to regulated industries like healthcare and healthcare technology, public sector, financial services, law, and education. We offer local phone numbers in 46 countries and/or territories, servicing approximately 710 thousand customers ranging from small businesses to large enterprises and the federal government. Each customer cohort has unique needs and engagement preferences, and our go-to-market and customer service offerings are adapted across this continuum to serve each appropriately. Our top 10 customers represent approximately 11% of total revenues and approximately 75% of our small office/home office (“SoHo”) customer accounts are older than 2 years.

Current wording

Consensus is a leading provider of secure information delivery services. With our most prominent brand eFax® established over twenty-five years ago, Consensus has now evolved the service platform from pure cloud Fax to efficient and secure information exchange featuring solutions for data extraction, comprehension and transformation, facilitating interoperability and process improvement. Consensus is committed to security and compliance in data exchange, and our scalable Software-as-a-Service (“SaaS”) platform is particularly attractive to regulated industries like healthcare and healthcare technology, public sector, financial services, law, and education. We offer local phone numbers in 46 countries and/or territories, servicing approximately 704 thousand customers ranging from small businesses to large enterprises and the federal government. Each customer cohort has unique needs and engagement preferences, and our go-to-market and customer service offerings are adapted across this continuum to serve each appropriately. Our top 10 customers represent approximately 11% of total revenues and approximately 74% of our small office/home office (“SoHo”) customer accounts are older than 2 years.

Previous wording

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):

Current wording

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):

Previous wording

(1)Consensus customers are defined as paying Corporate and SoHo customer accounts. 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.

Current wording

(1)Consensus customers are defined as paying Corporate and SoHo customer accounts. In the first quarter of 2026, we removed duplicate accounts from the number of Corporate 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 customer accounts decreased by 2 thousand.

Previous wording

(2)Represents a monthly ARPA for the quarter-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. We believe ARPA provides investors an understanding of the average monthly revenues we recognize per account associated within Consensus’ customer base. As ARPA varies based on fixed subscription fee and variable usage components, we believe it can serve as a measure by which investors can evaluate trends in the types of services, levels of services and the usage levels of those services across Consensus’ customers.

Current wording

(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. As ARPA varies based on fixed subscription fee and variable usage components, we believe it can serve as a measure by which investors can evaluate trends in the types of services, levels of services and the usage levels of those services across Consensus’ customers.

Previous wording

(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.

Current wording

(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.

Previous wording

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions. 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.

Current wording

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions. 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 six months ended June 30, 2026, there were no significant changes in our critical accounting policies and estimates.

Previous wording

Results of Operations for the Three Months Ended March 31, 2026 and 2025

Current wording

Results of Operations for the Three and Six Months Ended June 30, 2026 and 2025

Previous wording

Revenues increased by $1.3 million for the three months ended March 31, 2026 over the prior year comparable period. The increase was due to an increase of $4.4 million or 8% in our Corporate business, partially offset by a decline of $3.1 million or 9% in our SoHo business.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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):

Current wording

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):

Previous wording

Interest expense. 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.

Current wording

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

Previous wording

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.

Current wording

Interest income. Our interest income is generated from interest earned on cash and cash equivalents. 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.

Previous wording

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. Dollar.

Current wording

Other income (expense), net. 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. Dollar.

Previous wording

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

Current wording

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

Previous wording

On July 4, 2025, the budget reconciliation bill H.R. 1, referred to as the One Big Beautiful Bill Act (“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 quarter ended March 31, 2026.

Current wording

On July 4, 2025, the budget reconciliation bill H.R. 1, referred to as the One Big Beautiful Bill Act (“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.

Previous wording

The provision for income taxes was $7.4 million and $6.7 million for the three months ended March 31, 2026 and 2025, respectively.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

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. 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.

Current wording

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

Previous wording

On October 7, 2021, Consensus issued $500.0 million of 6.5% senior notes due in 2028 (the “2028 Senior Notes”), in a private placement offering exempt from the registration requirements of the Securities Act of 1933. 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. 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.

Current wording

On October 7, 2021, Consensus issued $500.0 million of 6.5% senior notes due in 2028 (the “2028 Senior Notes”), in a private placement offering exempt from the registration requirements of the Securities Act of 1933. 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 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.

Previous wording

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”). 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 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. The final maturity of the 2025 Credit Facility is scheduled to occur on July 10, 2028. 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).

Current wording

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. 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 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. The final maturity of the 2025 Credit Facility is scheduled to occur on July 10, 2028. 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).

Previous wording

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.

Current wording

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.

Previous wording

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. 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.

Current wording

Our long-term contractual obligations generally include our debt and related interest payments, noncancellable operating leases as well as other commitments. 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.

Previous wording

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 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. 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 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). The excise tax is assessed at 1% of the fair market value of net stock repurchases after December 31, 2022.

Current wording

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. 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. 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.

Previous wording

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 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.

Current wording

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,

Previous wording

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. 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.

Current wording

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

Previous wording

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.

Current wording

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.

Previous wording

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

Current wording

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.
Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

-28- 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.

Current report — wording carried from elsewhere

-30- 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.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

-28- 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.