Skip to main content

Consensus Cloud Solutions, Inc.

For the period ended Sep 30, 2026. Filed Nov 6, 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.

Sep 30, 2026 · Filed Nov 6, 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 2026-06-30; filed 2026-08-07.

0001866633-26-000017

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

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-06.

0001866633-26-000023

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 96 previous paragraphs and 96 current paragraphs.

62 unchanged; 30 reworded; 2 added; 2 removed; 2 previous and 2 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 (2)

Current report

Sales and marketing expenses for the three months ended September 30, 2026 were consistent with the prior year comparable period.

Current report

During the third quarter of 2026, as part of the 2026 Credit Agreement, the outstanding balances of the 2025 Revolving Credit Facility and the 2025 DDTL Facility (as defined in Note 8 - Long-Term Debt) were continued as borrowings under the 2026 Revolving Credit Facility, with $96.8 million reallocated to new lenders, resulting in a balance of $203.4 million on the 2026 Revolving Credit Facility as of September 30, 2026. The 2025 Credit Facility was amended and restated as part of this transaction. As of September 30, 2026, the Company had $321.6 million of unused borrowing capacity under the 2026 Credit Facility, consisting of $21.6 million under the 2026 Revolving Credit Facility and $300.0 million under the 2026 DDTL Facility.
Removed paragraphs (2)

Previous report

During the fourth quarter of 2025, the DDTL Facility was fully drawn to fund the redemption of our previously outstanding senior notes due in 2026, which were retired in 2025. Because the DDTL Facility was funded, beginning in the first quarter of 2026, the Company is required to make quarterly principal payments, each in an amount of 1.25% of the initial aggregate principal amount borrowed on the DDTL Facility.

Previous report

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.
Reworded paragraphs (30)

Previous wording

In addition to historical information, we have also made forward-looking statements in this report. These statements are based on our estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed future results of operations. Forward-looking statements also include those preceded or followed by the words “expects,” “may,” “anticipates,” “believes,” “estimates,” “will,” “hopes” or similar expressions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those discussed below, the risk factors discussed in Part II, Item 1A - “Risk Factors” of this Quarterly Report on Form 10-Q (if any) and in Part I, Item 1A - “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (together, the “Risk Factors”), and the factors discussed in the section in this Quarterly Report on Form 10-Q entitled “Quantitative and Qualitative Disclosures About Market Risk.” Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Readers should carefully review the Risk Factors and the risk factors set forth in other documents we file from time to time with the SEC.

Current wording

In addition to historical information, we have also made forward-looking statements in this report. These statements are based on our estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed future results of operations. Forward-looking statements also include those preceded or followed by the words “expects,” “may,” “anticipates,” “believes,” “estimates,” “will,” “hopes” or similar expressions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those discussed below, the risk factors discussed in Part II, Item 1A - “Risk Factors” of this Quarterly Report on Form 10-Q (if any) and in Part I, Item 1A - “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and Part II, Item 1A - “Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (together, the “Risk Factors”), and the factors discussed in the section in this Quarterly Report on Form 10-Q entitled “Quantitative and Qualitative Disclosures About Market Risk.” Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Readers should carefully review the Risk Factors and the risk factors set forth in other documents we file from time to time with the SEC.

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 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.

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 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 12% of total revenues and approximately 71% 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 and six months ended June 30, 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 nine months ended September 30, 2026 and 2025 (in thousands, except for percentages and Average Revenue per Customer Account):

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

Previous wording

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

Current wording

Results of Operations for the Three and Nine Months Ended September 30, 2026 and 2025

Previous 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.

Current wording

Revenues increased by $3.2 million for the three months ended September 30, 2026 over the prior year comparable period. The increase was due to an increase of $5.1 million or 9% in our Corporate business, partially offset by a decline of $1.9 million or 6% in our SoHo business.

Previous wording

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 wording

Revenues increased by $8.2 million for the nine months ended September 30, 2026 over the prior year comparable period. The increase was due to an increase of $14.7 million or 9% in our Corporate business, partially offset by a decline of $6.5 million or 7% in our SoHo business.

Previous wording

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 wording

The increase in cost of revenues of $1.5 million for the three months ended September 30, 2026 over the prior year comparable period was primarily due to increases of $0.8 million in depreciation and amortization expense and $0.3 million in each of personnel-related expenses and processing fees.

Previous 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.

Current wording

The increase in cost of revenues of $1.0 million for the nine months ended September 30, 2026 over the prior year comparable period was primarily due to increases of $0.6 million in processing fees, $0.5 million in personnel-related expenses and $0.4 million in depreciation and amortization expense, partially offset by a decrease of $0.8 million in data transmission costs.

Previous 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.

Current wording

The increase in sales and marketing expenses of $2.2 million for the nine months ended September 30, 2026 over the prior year comparable period was primarily due to increases of $1.7 million in third-party advertising spend and $0.8 million in other business development-related expenses, partially offset by a decrease of $0.2 million in personnel-related expense.

Previous wording

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 wording

The increase in research, development and engineering costs of $1.5 million for the nine months ended September 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 $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.

Current wording

The increase in general and administrative expenses of $3.3 million for the three months ended September 30, 2026 over the prior year comparable period was primarily due to increases of $1.3 million in personnel-related expenses, $1.1 million in depreciation and amortization expense and $0.7 million in bad debt expense.

Previous wording

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.

Current wording

The increase in general and administrative expenses of $7.9 million for the nine months ended September 30, 2026 over the prior year comparable period was primarily due to increases of $3.9 million in personnel-related expenses, $2.4 million in depreciation and amortization expense and $1.6 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 and six months ended June 30, 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 nine months ended September 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 $7.9 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.

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 $8.5 million and $8.8 million for the three months ended September 30, 2026 and 2025, respectively, and $24.2 million and $26.5 million for the nine months ended September 30, 2026 and 2025, respectively. During the three and nine months ended September 30, 2026, interest expense decreased, primarily due to redemption and principal repayments that lowered our outstanding debt balance compared to the prior year comparable periods.

Previous 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.

Current wording

Interest income. Our interest income is generated from interest earned on cash and cash equivalents. Interest income was $0.9 million and $0.8 million for the three months ended September 30, 2026 and 2025, respectively, and $2.3 million and $1.7 million for the nine months ended September 30, 2026 and 2025, respectively. Interest income for the three and nine months ended September 30, 2026 was higher compared to the prior year comparable periods primarily due to a higher average cash and cash equivalent balances.

Previous 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.

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 $0.3 million and $0.1 million for the three months ended September 30, 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.

Previous wording

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 wording

Other income (expense), net was $7.7 million and $(3.3) million for the nine months ended September 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 $5.6 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

-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 wording

-29- 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.

Previous 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.

Current wording

The provision for income taxes was $6.3 million and $7.9 million for the three months ended September 30, 2026 and 2025, respectively, and $22.0 million and $22.4 million for the nine months ended September 30, 2026 and 2025, respectively.

Previous 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.

Current wording

Our effective tax rate was 22.2% and 26.3% for the three months ended September 30, 2026 and 2025, respectively, and 22.9% and 25.9% for the nine months ended September 30, 2026 and 2025, respectively. The decrease in our effective income tax rate for the three months ended September 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 nine months ended September 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 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.

Current wording

As of September 30, 2026, we had cash and cash equivalents of $106.7 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 September 30, 2026, cash and cash equivalents held within domestic and foreign jurisdictions were $21.9 million and $84.8 million, respectively.

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. 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 September 30, 2026, the Company entered into an Amended and Restated Credit Agreement (the “2026 Credit Agreement”) with the Lenders, certain new lenders and U.S. Bank National Association, as administrative agent and collateral agent, which amended and restated the 2025 Credit Agreement (as defined in Note 8 - Long-Term Debt). The 2026 Credit Agreement provides for a senior secured revolving credit facility of $225.0 million (the “2026 Revolving Credit Facility”) and a senior secured delayed-draw term loan facility of $300.0 million (the “2026 DDTL Facility” and together with the 2026 Revolving Credit Facility, the “2026 Credit Facility”), each maturing on September 30, 2031, subject to limited customary accelerators. The Company may borrow, repay and reborrow revolving loans at any time during the term of the facility. The Company may borrow under the 2026 DDTL Facility until October 15, 2028 and, until the 2028 Senior Notes are repaid in full, may use the proceeds only to repay the 2028 Senior Notes. Borrowings under the 2026 DDTL Facility that are prepaid or repaid may not be reborrowed. Commencing with the first full fiscal quarter ending after the 2026 DDTL Facility is funded, the Company is required to make consecutive quarterly principal payments, each in an amount of 1.25% of the initial aggregate principal amount borrowed on the 2026 DDTL Facility, with the remaining balance due at maturity. The Company currently expects to use the proceeds from the 2026 DDTL Facility for the exclusive purpose of retiring the 2028 Senior Notes on or about October 15, 2027, when they become redeemable at 100% of their principal amount plus accrued interest.

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 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.

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 September 30, 2026, we had $551.6 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 $11.8 million, which had a weighted average remaining lease term of 4.0 years. As of September 30, 2026, our liability for uncertain tax positions was $16.4 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

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 2028 Senior Notes (“Debt Repurchase Program”). The authorization permits an aggregate principal amount reduction of up to $300.0 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. Any gains or losses on extinguishment of debt are recognized in interest expense on the Condensed Consolidated Statements of Income. As of June 30, 2026, the Company had retired an aggregate of $222.6 million in principal of its senior notes under this program.

Current wording

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 2028 Senior Notes (“2023 Debt Repurchase Program”). The authorization permitted an aggregate principal amount reduction of up to $300.0 million and was set to expire on November 9, 2026. The timing and amounts of purchases were determined by the Company, depending on market conditions and other factors it deems relevant. Any gains or losses on extinguishment of debt are recognized in interest expense on the Condensed Consolidated Statements of Income. As of September 30, 2026, the Company had retired an aggregate of $222.6 million in principal of its senior notes under this program. On November 5, 2026, the Board of Directors terminated the existing 2023 Debt Repurchase Program and approved a new Debt Repurchase Program under the same general terms mentioned above (“2026 Debt Repurchase Program”), but with an expiration date of November 5, 2027 and an authorized amount of up to $348.2 million in aggregate principal to retire the remaining outstanding 2028 Senior Notes.

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. 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.

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 September 30, 2026 and 2025, the Company repurchased 550,703 and 115,652 shares, respectively, under this program at an aggregate cost of $20.9 million (inclusive of excise tax of $0.2 million) and $2.6 million, respectively. During the nine months ended September 30, 2026 and 2025, the Company repurchased 1,452,068 and 668,996 shares, respectively, under this program at an aggregate cost of $47.7 million (inclusive of excise tax of $0.4 million) and $15.2 million (inclusive of excise tax of $0.1 million), respectively. Cumulatively as of September 30, 2026, 3,550,878 shares have been repurchased under this program at an

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 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,

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 September 30, 2026 and 2025, the Company withheld shares on its vested restricted stock units relating to its share-based compensation plans of 6,226 shares and 4,370 shares, respectively. During the nine months ended September 30, 2026 and 2025, the Company withheld shares on its vested restricted stock units relating to its share-based compensation plans of 152,753 shares and 55,415 shares, respectively.

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 $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.

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 $124.7 million and $120.9 million for the nine months ended September 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, partially offset by changes in our working capital accounts.

Previous 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.

Current wording

Net cash used in investing activities was $26.1 million and $27.3 million for the nine months ended September 30, 2026 and 2025, respectively. For the nine months ended September 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 nine months ended September 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 $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.

Current wording

Net cash used in financing activities was $65.1 million and $33.1 million for the nine months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026, net cash used in financing activities is primarily attributable to our repurchases of common stock and repayments of our debt. For the nine months ended September 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 (2)

Current report — wording carried from elsewhere

The interest rates applicable to the loans made under the 2026 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 (0.75% - 1.50% in the case of base rate loans and 1.75% - 2.50% in the case of SOFR loans). The Company is also required to pay an unused commitment fee of 0.25% - 0.35% per annum, based on the total net leverage ratio, on the unused commitments under the 2026 Revolving Credit Facility and, beginning January 1, 2027, the 2026 DDTL Facility.

Current report — wording carried from elsewhere

-31- aggregate cost of $103.2 million (inclusive of excise tax of $0.7 million). The excise tax is assessed at 1% of the fair market value of net stock repurchases after December 31, 2022.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

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.

Previous report — wording carried 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.