The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included in our 2025 Form 10-K, the information included under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our 2025 Form 10-K, and the unaudited consolidated financial statements and related notes included in Part I, Item 1 of this Form 10-Q. In addition to historical data, the following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in our forward-looking statements as a result of various factors, including but not limited to those discussed under “Cautionary Statement Regarding Forward-Looking Statements” in this Form 10-Q and under “Risk Factors” in Part I, Item 1A of our 2025 Form 10-K. Numerical figures included in this Form 10-Q have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them. Overview ZoomInfo is a global leader in modern go-to-market software, data, and intelligence for sales, marketing, operations, and recruiting teams. Our all-in-one AI go-to-market intelligence platform empowers businesses with AI-ready insights, trusted data, AI agent-assisted selling and advanced automation providing sales, marketing, operations, and recruiting professionals accurate information and insights on the organizations and professionals they target. This enables our customers to shorten sales cycles and increase win rates by empowering sellers, marketers, and recruiters to efficiently deliver the right message to the right person at the right time in the right way. ZoomInfo is the modern go-to-market intelligence platform, consisting of three distinct layers that build upon each other: •Our Intelligence Layer is the foundation of our data-driven strategy. Our best-in-class data, curated through first- and third-party sources, includes billions of data points about companies and contacts, such as intent, hierarchy, location, and financial information. •Our Orchestration Layer integrates and enriches our data sources. At this stage, our products assign and route data, leads, and insights to the appropriate people. This creates a dataset that is continuously updated and can be used to power automated business workflows. Our services connect with major CRM system providers enabling sales operations professionals to access a suite of products, services, and solutions to ingest, match, enrich, and connect data feeds into multiple systems. •Our Engagement Layer allows sales, marketing, operations, and recruiting professionals to put data-driven insights into action to identify and communicate with prospects and customers. Go-to-market professionals use our engagement layer for multi-touch and multi-channel sales engagement, web meeting recording, transcription, insight generation, and coaching. Marketers drive awareness, lead generation, and deal acceleration campaigns through account-based marketing, advertising, and onsite conversion optimization solutions including chat functionality. Recruiters and talent acquisition professionals can locate and reach more better-suited candidates, use pipeline management tools to collaborate and organize the hiring process, and automate aspects of the candidate outreach process by more efficiently finding and engaging candidates. We generate substantially all of our revenue from sales of subscriptions to our platform. Subscriptions include the use of our platform and access to customer support. Subscriptions generally range from one to three years in length, with 53% of customer contracts (based on annualized value) representing multi-year agreements. We typically bill our customers at the beginning of each annual, semi-annual, or quarterly period and recognize revenue ratably over the term of the subscription period. 29 Table of Contents We sell access to our platform to both new and existing customers. We price our subscriptions based on the functionality, users, and records under management that are included in each product edition. Our core paid products include ZoomInfo Copilot, ZoomInfo Sales, ZoomInfo Marketing, ZoomInfo Operations, and ZoomInfo Talent (with add-on options for some products), GTM Studio, and we have a free community edition, ZoomInfo Lite. Recent Developments Impact of Macroeconomic Conditions Our business and financial condition have and may continue to be impacted by adverse macroeconomic conditions. See “Risks Related to Geopolitical and Macroeconomic Factors” in Part I, Item 1A of our 2025 Form 10-K for further discussion of the possible impact of these issues on our business. 2026 Restructuring Program On May 5, 2026, the Board approved the 2026 Restructuring Program in order to reduce operating costs and drive stronger operating leverage. Refer to Note 1 - Business, Basis of Presentation, and Summary of Significant Accounting Policies of the notes to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. First Lien Credit Agreement Amendment On May 8, 2026, the Company entered into an amendment of its existing credit agreement that provided for, among other things, an increase to existing commitments under the First Lien Revolving Credit Facility by $26.0 million. Refer to Note 6 - Financing Arrangements of the notes to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Goodwill Impairment Due to a sustained decrease in the Company’s stock price, industry considerations, and a decline in planned revenues and earnings as a result of key changes in strategy during the second quarter of 2026, the Company recognized a goodwill impairment charge of $650.5 million for the three and six months ended June 30, 2026. Refer to Note 5 - Goodwill and Acquired Intangible Assets of the notes to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Senior Notes Repurchases The Company repurchased $58.5 million in aggregate principal amount of its Senior Notes for $47.1 million (in addition to accrued interest of $0.8 million) in cash during the six months ended June 30, 2026. Refer to Note 6 - Financing Arrangements of the notes to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. 30 Table of Contents Key Factors Affecting Our Performance We believe that the growth and future success of our business depends on many factors, including the following: Acquiring New Customers We are focused on continuing to grow the number of customers using our platform in the United States and around the world, and efficiently transacting with those customers. Acquiring new customers while optimizing the profile of those customers and the go-to-market channels we use to attract these customers will play a part in determining our operating results and growth prospects in the future. Acquiring new customers also strengthens the power of our contributory networks. We plan to continue to invest in our efficient go-to-market effort to expand our customer base. Increasing Usage of Our Platform We believe that expanding the value that we provide to our customers and the corresponding revenue generated as a result is an important measure of the health of our business. We monitor net revenue retention to measure that growth. Net revenue retention is a metric that we calculate based on customers of ZoomInfo at the beginning of the twelve-month period, and is calculated as: (a) the total annual contract value ("ACV") for those customers at the end of the twelve-month period, divided by (b) the total ACV for those customers at the beginning of the twelve-month period. Our net revenue retention rate was 89% as of June 30, 2026 and 2025. In the near term, we expect our net revenue retention rate to be impacted by macroeconomic conditions. See the caption above entitled “—Recent Developments — Impact of Macroeconomic Conditions.” Over the long term, we expect our net revenue retention rate to be influenced by our ability to move upmarket, as larger customers have historically exhibited higher net revenue retention. We also measure our success in expanding relationships with existing customers by the number of customers that contract for $100,000 or greater in ACV. As of June 30, 2026 and 2025, our number of customers with $100,000 or greater in ACV was 1,891 and 1,882, respectively. Customers with $100,000 or greater in ACV comprised over 50% of total Company ACV as of June 30, 2026. Transitioning to Non-Seat Based Pricing Beginning in the third quarter of 2026, we intend to transition a portion of our per-seat subscription revenue to a hybrid model consisting of a lower annual platform fee combined with pre-purchased data credits that customers consume over time, with existing customers expected to convert primarily as they renew. We believe this transition may, over time, reduce downsell pressure historically associated with seat compression and create additional expansion opportunity as customer data consumption increases, which we expect to affect our net revenue retention and the mix of our ACV between seat-based and non-seat-based arrangements. In the near term, however, this transition may result in revenue headwinds and increased period-to-period variability as customers convert to the new model. Components of Our Results of Operations Revenue Our revenue is derived primarily from subscription services, with the remainder from usage-based services and other revenue. Our subscription services primarily consist of our SaaS applications. Pricing of our subscription contracts is generally based on the functionality provided, the number of users that access our applications, and the amount of data that the customer integrates into their systems. Our subscription contracts typically have a term ranging from one to three years and are non-cancelable. We typically bill for services in advance either annually, semi-annually, or quarterly, and we typically require payment at the beginning of each annual, semi-annual, or quarterly period. 31 Table of Contents Subscription revenue is generally recognized ratably over the contract term starting with when our service is made available to the customer. Recurring usage-based revenue is recognized in the period services are utilized by our customers. Other revenue, comprised largely of implementation and professional services fees, is recognized as services are delivered. The amount of revenue recognized reflects the consideration we expect to be entitled to receive in exchange for these services. We record a contract asset when revenue recognized on a contract exceeds the billings to date for that contract. Unearned revenue results from cash received or amounts billed to customers in advance of revenue recognized upon the satisfaction of performance obligations. The unearned revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, dollar size, and contract timing within the period. Cost of revenue Cost of service. Cost of service includes direct expenses related to the support and operations of our services and research teams including salaries, benefits, equity-based compensation, and related expenses, such as employer taxes, allocated overhead for facilities, technology, third-party hosting fees, third-party data costs, amortization of internally developed capitalized software, and restructuring and transaction-related expenses. We anticipate continued investment in cost of service, with cost of service as a percentage of revenue expected to slightly increase in the near term. This is driven by rising AI consumption costs and customer onboarding expenses for offerings such as ZoomInfo Copilot and ZoomInfo GTM Studio. Amortization of acquired technology. Amortization of acquired technology includes amortization expense for technology acquired in business combinations. We anticipate that amortization of acquired technology will increase if we make additional acquisitions in the future. Gross profit and Gross margin Gross profit is revenue less cost of revenue, and gross margin is gross profit as a percentage of revenue. Gross profit has been and will continue to be affected by various factors, including leveraging economies of scale, the costs associated with third-party hosting services and third-party data, the level of amortization of acquired technology, and the extent to which we expand our customer support and research organizations. We expect that our gross margin will fluctuate from period to period depending on the interplay of these various factors. Operating expenses Our operating expenses consist of sales and marketing, research and development, general and administrative, amortization of other acquired intangibles, and goodwill impairment. The most significant component of our operating expenses is personnel costs, which consists of salaries, bonuses, sales commissions, equity-based compensation, and other employee-related benefits. Operating expenses also include overhead costs for facilities, technology, professional fees, depreciation and amortization expense, marketing, litigation settlements, and restructuring and transaction-related expenses. We anticipate that restructuring and transaction-related expenses, including potential impairments, will be influenced by activities related to potential future acquisitions, strategic restructuring efforts, and leased spaces that we plan to sublease, which could cause these costs to vary, potentially significantly, from our historic levels. Sales and marketing. Sales and marketing expenses primarily consist of employee compensation such as salaries, bonuses, sales commissions, equity-based compensation, and other employee-related benefits for our sales and marketing teams, as well as overhead costs, technology, marketing programs, and restructuring and transaction-related expenses. Sales commissions and related payroll taxes directly related to contract acquisition are capitalized and recognized as expenses over the estimated period of benefit. 32 Table of Contents We anticipate that we will continue to invest in sales and marketing capacity to enable future growth. We anticipate that sales and marketing expense excluding equity-based compensation and restructuring and transaction-related expenses as a percentage of revenue will fluctuate from period to period depending on the interplay of our investments in sales and marketing capacity, the recognition of revenue, and the amortization of deferred commissions costs. Research and development. Research and development expenses support our efforts to enhance our existing platform and develop new software products. Research and development expenses primarily consist of employee compensation such as salaries, bonuses, equity-based compensation, and other employee-related benefits for our engineering and product management teams, as well as overhead costs, technology, and restructuring and transaction-related expenses. We believe that our core technologies and ongoing innovation represent a significant competitive advantage for us. We anticipate that we will continue to invest in research and development in order to develop new features and functionality to drive incremental customer value in the future and that research and development expense as a percentage of revenue in the short-term will be flat to a moderate increase, but will modestly decrease in the long-term as we drive efficiencies in that organization. General and administrative. General and administrative expenses primarily consist of employee-related costs such as salaries, bonuses, equity-based compensation, and other employee related benefits for our executive, finance, legal, human resources, IT, and business operations and administrative teams, as well as overhead costs. Additionally, we incur expenses related to bad debt and collections, as well as for professional fees including legal services, accounting, banking, and other consulting services. General and administrative expenses also include restructuring and transaction-related expenses, such as impairment charges associated with our leasing activity. We also incur charges associated with litigation settlements related to class actions. General and administrative expenses as a percentage of revenue may fluctuate during periods when we incur non-recurring restructuring and transaction-related expenses, such as those associated with acquisitions or impairments. Excluding these non-recurring items, we expect a more stable or declining trend over time. Amortization of other acquired intangibles. Amortization of acquired intangibles consists of amortization of customer relationships and brand portfolios. We anticipate that amortization of other acquired intangibles will increase if we make additional acquisitions in the future. Goodwill impairment consists of charges resulting from the excess of the carrying amount of the Company’s reporting unit over its estimated fair value, which is assessed annually and on an interim basis when triggering events occur. Interest expense, net Interest expense, net represents the interest payable on our debt obligations and the amortization of debt discounts and debt issuance costs, less interest income. We anticipate that interest expense could be impacted by changes in variable interest rates, the issuance of additional debt or repurchase of existing debt, or changes in our interest rate hedging strategies, such as entering into new hedging arrangements or the expiration of existing interest rate swaps. Gain on debt extinguishment Gain on debt extinguishment represents the excess of the net carrying amount of the senior notes repurchased and extinguished over the cash consideration paid to repurchase such notes. The net carrying amount includes any unamortized debt discount and deferred financing costs, both of which are written off upon extinguishment. 33 Table of Contents We anticipate that gains related to debt extinguishment will only occur if we extinguish indebtedness before the contractual repayment dates or amend our existing financing arrangements. Other income, net Other income, net consists primarily of the remeasurement of TRA liabilities, investment income, and realized and unrealized gains and losses related to the impact of transactions denominated in a foreign currency. Changes to existing tax law, including changes to corporate income tax rates or the Company’s state tax footprint could lead to substantial remeasurement of the TRA liability recorded through Other income, net. Refer to the Provision for income taxes section below for further information regarding remeasurement of TRA liability and deferred tax assets. Additionally, the magnitude of Other income, net may increase as we expand operations internationally and add complexity to our operations. Provision for income taxes The Company is subject to income taxes in the United States and various foreign jurisdictions. We recognize deferred tax assets and liabilities based on temporary differences between the financial statement and tax basis of assets and liabilities, as well as from net operating loss and tax credit carryforwards. We have significant U.S. federal and state deferred tax assets, including deferred tax assets created by various historical restructuring events. The preponderance of our deferred tax assets have long lives or are otherwise indefinite. We evaluate recoverability of these deferred tax assets by assessing future expected taxable income from all sources, including reversing taxable temporary differences, forecasted and historical earnings, available carryback and carryforward periods, and prudent and feasible tax planning strategies. A valuation allowance is established only if it is more likely than not that all or a portion of the deferred tax asset will not be realized. We regularly review whether it is more likely than not that our deferred tax assets will be realizable. As of June 30, 2026, a valuation allowance is recorded against certain federal, foreign, and state-level attributes. We regularly remeasure our deferred tax assets for statutory changes and other guidance, such as the One Big Beautiful Bill Act (OBBBA) passed on July 4, 2025, as well as changes in our state apportionment factors. Given the magnitude of our deferred tax assets, minor changes can materially affect our Provision for income taxes. Upon a remeasurement of our deferred tax assets, the TRA liability is typically concurrently remeasured with a partially offsetting impact within Other income, net on the Consolidated Statements of Operations. We have regularly taken tax positions, including with respect to our various corporate events and restructurings, in determining our Provision for income taxes. We recognize the tax benefit of an uncertain tax position only if it is more likely than not the position will be sustainable upon examination by the taxing authority based on technical merits. We regularly review our tax positions with consideration of a number of factors, including changes in facts or circumstances, changes in tax law or guidance, correspondence with tax authorities during the course of audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in our Provision for income taxes in the period in which we make the change, which could have a material impact on our effective tax rate. 34 Table of Contents Results of Operations The following table presents our results of operations for the three and six months ended June 30, 2026 and 2025: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2026 2025 2026 2025 Revenue $ 310.4 $ 306.7 $ 620.6 $ 612.4 Cost of revenue: Cost of service(1) 46.8 40.1 90.3 77.9 Amortization of acquired technology 6.8 9.4 14.3 18.9 Gross profit $ 256.8 $ 257.2 $ 516.0 $ 515.6 Operating expenses: Sales and marketing(1) 107.7 106.3 211.0 212.3 Research and development(1) 56.8 44.6 98.9 95.7 General and administrative(1) 58.6 47.3 109.4 93.1 Amortization of other acquired intangibles 5.2 5.3 10.3 10.5 Goodwill impairment 650.5 — 650.5 — Total operating expenses $ 878.8 $ 203.5 $ 1,080.1 $ 411.6 Income (Loss) from operations $ (622.0) $ 53.7 $ (564.1) $ 104.0 Interest expense, net 14.7 10.7 28.2 20.5 Gain on debt extinguishment (11.0) — (11.0) — Other income, net (7.2) (14.0) (7.1) (13.1) Income (Loss) before income taxes $ (618.5) $ 57.0 $ (574.2) $ 96.6 Provision for income taxes 25.2 33.0 40.2 45.8 Net income (loss) $ (643.7) $ 24.0 $ (614.4) $ 50.8 __________________ (1)Amounts include equity-based compensation expense, as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2026 2025 2026 2025 Cost of service $ 2.5 $ 2.8 $ 5.1 $ 5.6 Sales and marketing 8.1 11.4 16.2 22.8 Research and development 7.0 8.4 14.1 17.0 General and administrative 8.1 7.1 15.8 13.9 Total equity-based compensation expense $ 25.7 $ 29.7 $ 51.2 $ 59.3 Three and six months ended June 30, 2026 and 2025 Revenue Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change (in millions) 2026 2025 2026 2025 Revenue $ 310.4 $ 306.7 $ 3.7 1 % $ 620.6 $ 612.4 $ 8.2 1 % The increase was primarily due to the effects of the Company’s continued shift of the mix of business upmarket. 35 Table of Contents Cost of revenue and Gross profit Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change (in millions) 2026 2025 2026 2025 Cost of revenue $ 53.6 $ 49.5 $ 4.1 8 % $ 104.6 $ 96.8 $ 7.8 8 % Cost of revenue, excluding equity-based compensation expense 51.1 46.7 4.4 9 % 99.5 91.2 8.3 9 % Gross profit $ 256.8 $ 257.2 $ (0.4) — % $ 516.0 $ 515.6 $ 0.4 — % Gross margin 83 % 84 % 83 % 84 % Cost of revenue, excluding equity-based compensation expense, increased primarily due to expense from the 2026 Restructuring Program, higher hosting and infrastructure expense and depreciation expense on internally developed capitalized software, partially offset by lower amortization of acquired technology due to certain intangible assets being fully amortized. Gross profit was relatively flat due to the offsetting factors in revenues and cost of revenue as discussed above. Gross margin decreased as cost of revenue grew faster than revenue on a percentage basis. Operating expenses Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change (in millions) 2026 2025 2026 2025 Operating expenses $ 878.8 $ 203.5 $ 675.3 332 % $ 1,080.1 $ 411.6 $ 668.5 162 % Operating expenses, excluding equity-based compensation expense 855.6 176.6 679.0 384 % 1,034.0 357.9 676.1 189 % Sales and marketing Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change (in millions) 2026 2025 2026 2025 Sales and marketing $ 107.7 $ 106.3 $ 1.4 1 % $ 211.0 $ 212.3 $ (1.3) (1) % Sales and marketing, excluding equity-based compensation expense 99.6 94.9 4.7 5 % 194.8 189.5 5.3 3 % Sales and marketing, excluding equity-based compensation, increased primarily due to expense from the 2026 Restructuring Program, which was partially offset by lower payroll tax and benefit expense, employee compensation expense and facilities expense. 36 Table of Contents Research and development Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change (in millions) 2026 2025 2026 2025 Research and development $ 56.8 $ 44.6 $ 12.2 27 % $ 98.9 $ 95.7 $ 3.2 3 % Research and development, excluding equity-based compensation expense 49.8 36.2 13.6 38 % 84.8 78.7 6.1 8 % Research and development, excluding equity-based compensation, increased primarily due to expense and other transition-related costs from the 2026 Restructuring Program, higher technology expense and capitalization of employee compensation expense, partially offset by lower employee compensation expense. General and administrative Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change (in millions) 2026 2025 2026 2025 General and administrative $ 58.6 $ 47.3 $ 11.3 24 % $ 109.4 $ 93.1 $ 16.3 18 % General and administrative, excluding equity-based compensation expense 50.5 40.2 10.3 26 % 93.6 79.2 14.4 18 % General and administrative, excluding equity-based compensation, increased primarily due to higher litigation settlement expense related to class actions, lease and the related leasehold improvements impairment charges, and higher non-income tax expense, partially offset by lower employee compensation expense. Amortization of other acquired intangibles Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change (in millions) 2026 2025 2026 2025 Amortization of other acquired intangibles $ 5.2 $ 5.3 $ (0.1) (2) % $ 10.3 $ 10.5 $ (0.2) (2) % Amortization of other acquired intangibles was relatively flat year-over-year. 37 Table of Contents Goodwill impairment Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change (in millions) 2026 2025 2026 2025 Goodwill impairment $ 650.5 $ — * * $ 650.5 $ — * * __________________ *Not meaningful The increase was driven by a goodwill impairment charge recognized during the second quarter of 2026, due to a sustained decrease in the Company’s stock price, industry considerations, and a decline in planned revenues and earnings as a result of key changes in strategy. Equity-based compensation expense Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change (in millions) 2026 2025 2026 2025 Equity-based compensation expense $ 25.7 $ 29.7 $ (4.0) (13) % $ 51.2 $ 59.3 $ (8.1) (14) % Equity-based compensation expense decreased primarily due to lower weighted average grant date fair values of shares being amortized in the current period compared to those that were amortized in the prior period. Income (Loss) from operations Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change (in millions) 2026 2025 2026 2025 Income (Loss) from operations $ (622.0) $ 53.7 * * $ (564.1) $ 104.0 * * Operating income (loss) margin (200) % 18 % (91) % 17 % __________________ *Not meaningful Income (Loss) from operations changed from income to loss primarily due to the goodwill impairment charge, expense and other transition-related costs from the 2026 Restructuring Program, litigation expense related to class actions, lease and the related leasehold improvements impairment charges, partially offset by lower employee compensation expenses and higher revenue. The decrease in operating income margin was mostly due to the goodwill impairment charge. Interest expense, net Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change (in millions) 2026 2025 2026 2025 Interest expense, net $ 14.7 $ 10.7 $ 4.0 37 % $ 28.2 $ 20.5 $ 7.7 38 % The increase was primarily due to lower interest income from our derivative swaps. 38 Table of Contents Gain on debt extinguishment Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change (in millions) 2026 2025 2026 2025 Gain on debt extinguishment $ (11.0) $ — * * $ (11.0) $ — * * __________________ *Not meaningful The gain on debt extinguishment was driven by the repurchase and retirement of a portion of the Company’s Senior Notes at a discount to their carrying value. Other income, net Three Months Ended June 30, $ Change* % Change* Six Months Ended June 30, $ Change* % Change* (in millions) 2026 2025 2026 2025 TRA remeasurement gain $ (4.1) $ (14.6) $ (5.5) $ (13.4) Foreign currency remeasurement (gain) loss (3.0) 0.6 (1.5) 0.4 Investment income (0.1) — (0.1) (0.1) Other income, net $ (7.2) $ (14.0) $ 6.8 49 % $ (7.1) $ (13.1) $ 6.0 46 % __________________ *Shown in absolute terms Provision for income taxes Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change (in millions) 2026 2025 2026 2025 Provision for income taxes $ 25.2 $ 33.0 $ (7.8) (24) % $ 40.2 $ 45.8 $ (5.6) (12) % Effective tax rate (4.1) % 57.9 % (7.0) % 47.4 % Provision for income taxes decreased primarily due to decreased income before taxes and effects of changes in state tax law and apportionment, partially offset by an increase in the valuation allowance. The effective tax rate differed from the US federal statutory rate of 21.0% due to U.S. state taxes, non-deductible equity compensation costs, and foreign tax effects, partially offset by research and development credits. The Company’s effective tax rate for the period was further impacted by a goodwill impairment charge which is not deductible for income tax purposes, valuation allowance recorded against certain foreign deferred tax assets not expected to be realized and shortfalls in tax-deductible equity compensation compared to amounts recognized in our financial accounts. 39 Table of Contents Net income (loss) Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change (in millions) 2026 2025 2026 2025 Net income (loss) $ (643.7) $ 24.0 * * $ (614.4) $ 50.8 * * __________________ *Not meaningful Net income (loss) decreased primarily due to the goodwill impairment charge and expense and other transition-related costs from the 2026 Restructuring Program, partially offset by higher revenue and lower provision for income taxes. Non-GAAP Financial Measures In addition to our results determined in accordance with U.S. GAAP, we believe certain non-GAAP measures are useful in evaluating our operating performance. These measures include, but are not limited to, Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted EBITDA, and Adjusted Net Income and are used by management in making operating decisions, allocating financial resources, internal planning and forecasting, and for business strategy purposes. We believe that non-GAAP financial information is useful to investors because it eliminates certain items that affect period-over-period comparability, and it provides consistency with past financial performance and additional information about our underlying results and trends by excluding certain items that may not be indicative of our business, results of operations, or outlook. We view Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted EBITDA, and Adjusted Net Income as operating performance measures. We believe that the most directly comparable U.S. GAAP financial measure to Adjusted Operating Income is U.S. GAAP operating income. We believe that the most directly comparable U.S. GAAP financial measure to Adjusted Operating Income Margin is U.S. GAAP operating income divided by U.S. GAAP revenue. We believe that the most directly comparable U.S. GAAP financial measure to Adjusted EBITDA and Adjusted Net Income is U.S. GAAP Net Income (Loss). Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP measures, but rather as supplemental information to our business results. This information should be read only in conjunction with our consolidated financial statements prepared in accordance with U.S. GAAP. There are limitations to these non-GAAP financial measures because they are not prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures of other companies due to potential differences in methods of calculation and items or events being adjusted. In addition, other companies may use different measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP. 40 Table of Contents Adjusted Operating Income and Adjusted Operating Income Margin We define Adjusted Operating Income as income (loss) from operations adjusted for, as applicable, (i) amortization of acquired technology and other acquired intangibles, (ii) goodwill impairment, (iii) equity-based compensation expense, (iv) restructuring and transaction-related expenses, (v) integration costs and acquisition-related expenses, and (vi) litigation settlement. We exclude the impact of amortization of acquired technology and other acquired intangibles, goodwill impairment, as well as equity-based compensation expense, because these are non-cash expenses and we believe that excluding these items provides meaningful supplemental information regarding performance and ongoing cash-generation potential. We exclude restructuring and transaction-related expenses, as well as integration costs and acquisition-related compensation, because such expenses are episodic in nature and have no direct correlation to the cost of operating our business on an ongoing basis. We have also excluded charges associated with litigation settlements related to class actions because we believe it represents an extraordinary litigation expense outside of our ordinary course of business and is not indicative of our operating performance. Adjusted Operating Income is presented because it is used by management to evaluate our financial performance and for planning and forecasting purposes. Additionally, we believe that it and similar measures are widely used by securities analysts and investors as a means of evaluating a company’s operating performance. We define Adjusted Operating Income Margin as Adjusted Operating Income divided by revenue. The following table presents a reconciliation of Income (Loss) from operations to Adjusted Operating Income for the periods presented: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2026 2025 2026 2025 Income (Loss) from operations (GAAP) $ (622.0) $ 53.7 $ (564.1) $ 104.0 Amortization of acquired technology 6.8 9.4 14.3 18.9 Amortization of other acquired intangibles 5.2 5.3 10.3 10.5 Goodwill impairment 650.5 — 650.5 — Equity-based compensation expense 25.7 29.7 51.2 59.3 Restructuring and transaction-related expenses(1) 35.3 5.1 45.3 10.5 Litigation settlement(2) 8.5 1.5 12.2 2.4 Adjusted Operating Income (Non-GAAP) $ 110.0 $ 104.7 $ 219.7 $ 205.6 Revenue (GAAP) $ 310.4 $ 306.7 $ 620.6 $ 612.4 Operating Income (Loss) Margin (GAAP) (200) % 18 % (91) % 17 % Adjusted Operating Income Margin (Non-GAAP) 35 % 34 % 35 % 34 % __________________ (1)Represents costs directly associated with acquisition or disposal activities, including employee severance and termination benefits, contract termination fees and penalties, and other exit or disposal costs. For the three and six months ended June 30, 2026, this expense is primarily related to the 2026 Restructuring Program as well as lease restructuring activities, including right-of-use asset and the related leasehold improvements impairment charges. Restructuring and transaction-related expenses related to the 2026 Restructuring Program include employee severance and termination benefits and other associated costs, as well as transition-related costs. For the three and six months ended June 30, 2025, this expense is primarily related to employee severance and termination benefits and lease restructuring activities. Amounts include restructuring and transaction-related expenses, as follows: 41 Table of Contents Three Months Ended June 30, Six Months Ended June 30, (in millions) 2026 2025 2026 2025 Cost of service $ 3.5 $ 0.3 $ 4.0 $ 0.7 Sales and marketing 8.5 1.6 11.4 3.0 Research and development 18.3 1.5 19.8 3.8 General and administrative 5.0 1.7 10.1 3.0 Total restructuring and transaction-related expenses $ 35.3 $ 5.1 $ 45.3 $ 10.5 (2)Represents charges associated with legal settlements, and associated legal fees, related to class actions. Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change (in millions) 2026 2025 2026 2025 Adjusted Operating Income (Non-GAAP) $ 110.0 $ 104.7 $ 5.3 5 % $ 219.7 $ 205.6 $ 14.1 7 % Adjusted Operating Income Margin (Non-GAAP) 35 % 34 % 35 % 34 % Adjusted Operating Income increased primarily due to lower employee compensation expense and higher revenues, partially offset by increases in both hosting and infrastructure expense and technology expense. Adjusted Net Income We define Adjusted Net Income as net income (loss) adjusted for, as applicable, (i) gain on debt extinguishment, (ii) amortization of acquired technology and other acquired intangibles, (iii) goodwill impairment, (iv) equity-based compensation expense, (v) restructuring and transaction-related expenses, (vi) integration costs and acquisition-related expenses, (vii) litigation settlement, (viii) TRA liability remeasurement (benefit) expense, (ix) other (income) loss, net and (x) tax impacts of adjustments to net income (loss). Adjusted Net Income is presented because it is used by management to evaluate our financial performance and for planning and forecasting purposes. Additionally, we believe that it and similar measures are widely used by securities analysts and investors as a means of evaluating a company’s operating performance. Adjusted Net Income should not be considered as an alternative to cash flows from operating activities as a measure of liquidity or as an alternative to operating income (loss) or net income (loss) as indicators of operating performance. 42 Table of Contents The following table presents a reconciliation of Net income (loss) to Adjusted Net Income for the periods presented: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2026 2025 2026 2025 Net income (loss) (GAAP) $ (643.7) $ 24.0 $ (614.4) $ 50.8 Gain on debt extinguishment (11.0) — (11.0) — Amortization of acquired technology 6.8 9.4 14.3 18.9 Amortization of other acquired intangibles 5.2 5.3 10.3 10.5 Goodwill impairment 650.5 — 650.5 — Equity-based compensation expense 25.7 29.7 51.2 59.3 Restructuring and transaction-related expenses(1) 35.3 5.1 45.3 10.5 Litigation settlement(2) 8.5 1.5 12.2 2.4 TRA liability remeasurement gain (4.1) (14.6) (5.5) (13.4) Tax impacts of adjustments to net income (loss)(3) 13.9 25.8 21.7 29.0 Adjusted Net Income (Non-GAAP) $ 87.1 $ 86.1 $ 174.6 $ 168.0 __________________ (1)Represents costs directly associated with acquisition or disposal activities, including employee severance and termination benefits, contract termination fees and penalties, and other exit or disposal costs. For the three and six months ended June 30, 2026, this expense is primarily related to the 2026 Restructuring Program as well as lease restructuring activities, including right-of-use asset and the related leasehold improvements impairment charges. Restructuring and transaction-related expenses related to the 2026 Restructuring Program include employee severance and termination benefits and other associated costs, as well as transition-related costs. For the three and six months ended June 30, 2025, this expense is primarily related to employee severance and termination benefits and lease restructuring activities. Amounts include restructuring and transaction-related expenses, as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2026 2025 2026 2025 Cost of service $ 3.5 $ 0.3 $ 4.0 $ 0.7 Sales and marketing 8.5 1.6 11.4 3.0 Research and development 18.3 1.5 19.8 3.8 General and administrative 5.0 1.7 10.1 3.0 Total restructuring and transaction-related expenses $ 35.3 $ 5.1 $ 45.3 $ 10.5 (2)Represents charges associated with legal settlements, and associated legal fees, related to class actions. 43 Table of Contents (3)Represents tax expense associated with Net income (loss) (GAAP) excluded from Adjusted Net Income (Non-GAAP). The Company calculates the tax impacts of adjustments to net income (loss) by taking the total gross value of the adjustments and multiplying it by the Company’s U.S. federal and state statutory tax rate. We then recalculate the tax impact of book-tax differences related to equity compensation, the tax receivable agreements, and restructuring and transaction-related expenses. For the three and six months ended June 30, 2026, the tax impacts of adjustments to net income (loss) between GAAP and Non-GAAP are presented based on the specific rate reconciliation categories established under ASU 2023-09. For the three months ended June 30, 2026, these primarily relate to recognizing $14.7 million of tax benefit related to the amortization of costs associated with corporate structure simplification, adjusting out $9.7 million of tax expense from foreign tax effects, and adjusting out $3.2 million of tax expense from non-deductible stock-based compensation. For the three months ended June 30, 2025, these primarily relate to recognizing $15.2 million of tax benefit related to the amortization of costs associated with corporate structure simplification, adjusting out $14.6 million of tax expense from the effects of changes in state tax law and apportionment, and adjusting out $4.0 million of tax expense from non-deductible stock-based compensation. For the six months ended June 30, 2026, these primarily relate to recognizing $30.6 million of tax benefit related to the amortization of costs associated with corporate structure simplification, adjusting out $10.5 million of tax expense from foreign tax effects, and adjusting out $5.2 million of tax expense from non-deductible stock-based compensation. For the six months ended June 30, 2025, these primarily relate to recognizing $28.8 million of tax benefit related to the amortization of costs associated with corporate structure simplification, adjusting out $13.4 million of tax expense from the effects of changes in state tax law and apportionment, and adjusting out $7.0 million of tax expense from non-deductible stock-based compensation. We believe the exclusion of these adjustments provides investors with useful information about the Company’s underlying results and trends, allowing them to better understand and compare net income (loss) related to ongoing operations and the related current and deferred income tax expense. Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change (in millions) 2026 2025 2026 2025 Adjusted Net Income (Non-GAAP) $ 87.1 $ 86.1 $ 1.0 1 % $ 174.6 $ 168.0 $ 6.6 4 % The increase was primarily due to higher Adjusted Operating Income, partially offset by higher non-operating expenses such as interest expense. Adjusted EBITDA EBITDA is defined as earnings before interest, taxes, depreciation, and amortization. Management further adjusts EBITDA to exclude certain items of a significant or unusual nature, including, as applicable, other (income) expense, net, gain on debt extinguishment, impact of certain non-cash items, such as goodwill impairment, equity-based compensation expense, restructuring and transaction-related expenses, integration costs and acquisition-related expenses, and litigation settlement. We exclude these items because these are either non-cash expenses which we do not consider indicative of performance and ongoing cash-generation potential or are episodic in nature and have no direct correlation to the cost of operating our business on an ongoing basis. Adjusted EBITDA is presented because it is used by management to evaluate our financial performance and for planning and forecasting purposes. Additionally, we believe that it and similar measures are widely used by securities analysts and investors as a means of evaluating a company’s operating performance. Adjusted EBITDA should not be considered as an alternative to cash flows from operating activities as a measure of liquidity or as an alternative to operating income (loss) or net income (loss) as indicators of operating performance. 44 Table of Contents The following table presents a reconciliation of Net income (loss) to Adjusted EBITDA for the periods presented: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2026 2025 2026 2025 Net income (loss) (GAAP) $ (643.7) $ 24.0 $ (614.4) $ 50.8 Provision for income taxes 25.2 33.0 40.2 45.8 Interest expense, net 14.7 10.7 28.2 20.5 Gain on debt extinguishment (11.0) — (11.0) — Depreciation expense(1) 9.0 6.6 17.5 13.4 Amortization of acquired technology 6.8 9.4 14.3 18.9 Amortization of other acquired intangibles 5.2 5.3 10.3 10.5 Other income, net(2) (7.2) (14.0) (7.1) (13.1) Goodwill impairment 650.5 — 650.5 — Equity-based compensation expense 25.7 29.7 51.2 59.3 Restructuring and transaction-related expenses(3) 35.3 5.1 45.3 10.5 Litigation settlement(4) 8.5 1.5 12.2 2.4 Adjusted EBITDA (Non-GAAP) $ 119.1 $ 111.3 $ 237.3 $ 219.0 __________________ (1)The three and six months ended June 30, 2026 exclude depreciation charges related to lease restructuring activities. The six months ended June 30, 2025 exclude the accelerated depreciation associated with the Waltham Lease Restructuring. Refer to Note 4 - Property and Equipment and Note 12 - Leases in our 2025 Form 10-K for further information. (2)Primarily represents revaluations on tax receivable agreement liability and foreign exchange remeasurement gains and losses. (3)Represents costs directly associated with acquisition or disposal activities, including employee severance and termination benefits, contract termination fees and penalties, and other exit or disposal costs. For the three and six months ended June 30, 2026, this expense is primarily related to the 2026 Restructuring Program as well as lease restructuring activities, including right-of-use asset and the related leasehold improvements impairment charges. Restructuring and transaction-related expenses related to the 2026 Restructuring Program include employee severance and termination benefits and other associated costs, as well as transition-related costs. For the three and six months ended June 30, 2025, this expense is primarily related to employee severance and termination benefits and lease restructuring activities. Amounts include restructuring and transaction-related expenses, as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2026 2025 2026 2025 Cost of service $ 3.5 $ 0.3 $ 4.0 $ 0.7 Sales and marketing 8.5 1.6 11.4 3.0 Research and development 18.3 1.5 19.8 3.8 General and administrative 5.0 1.7 10.1 3.0 Total restructuring and transaction-related expenses $ 35.3 $ 5.1 $ 45.3 $ 10.5 (4)Represents charges associated with legal settlements, and associated legal fees, related to class actions. 45 Table of Contents Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change (in millions) 2026 2025 2026 2025 Adjusted EBITDA (Non-GAAP) $ 119.1 $ 111.3 $ 7.8 7 % $ 237.3 $ 219.0 $ 18.3 8 % The increase was primarily due to higher revenues and lower employee compensation expense, partially offset by increases in both hosting and infrastructure expense and technology expense. Liquidity and Capital Resources As of June 30, 2026, we had $147.6 million of cash and cash equivalents, $2.5 million of short-term investments, $0.5 million of long-term investments, and $176.0 million available under our First Lien Revolving Credit Facility. In May 2026, the Company entered into an amendment of its existing credit agreement to increase the total commitments under the First Lien Revolving Credit Facility by $26.0 million. We have financed our operations primarily through cash generated from operations and financed various acquisitions through cash generated from operations supplemented with debt offerings. We believe that our cash flows from operations and existing available cash and cash equivalents, together with our other available external financing sources, will be adequate to fund our operating and capital needs for at least the next 12 months and for the foreseeable future. We are currently in compliance with the covenants under the credit agreements governing our secured credit facilities, and we expect to remain in compliance with our covenants. We typically invoice our subscription customers for services annually, semi-annually, or quarterly in advance of delivery. Therefore, a substantial source of our cash is from such prepayments, which are included on our Consolidated Balance Sheets as unearned revenue. Unearned revenue consists of billed fees for our subscriptions, prior to satisfying the criteria for revenue recognition, which are subsequently recognized as revenue in accordance with our revenue recognition policy. As of June 30, 2026, we had unearned revenue of $464.7 million, of which $462.3 million was recorded as a current liability and is expected to be recorded as revenue in the next 12 months, provided all other revenue recognition criteria have been met. Our cash flows from operations, borrowing availability, and overall liquidity are subject to risks and uncertainties. We may not be able to obtain additional liquidity on reasonable terms, or at all. In addition, our liquidity and our ability to meet our obligations and to fund our capital requirements are dependent on our future financial performance, which is subject to general economic, financial, and other factors that are beyond our control. Accordingly, our business may not generate sufficient cash flow from operations and future borrowings may not be available from additional indebtedness or otherwise to meet our liquidity needs. If we decide to pursue one or more significant acquisitions, we may incur additional debt or sell additional equity to finance such acquisitions, which would result in additional expenses or dilution. See “Risk Factors” in Part I, Item 1A of our 2025 Form 10-K. Historical Cash Flows The following table summarizes our cash flows for the periods presented: Six Months Ended June 30, (in millions) 2026 2025 Net cash provided by operating activities $ 202.0 $ 228.1 Net cash used in investing activities (42.7) (43.3) Net cash used in financing activities (174.0) (153.3) Net increase (decrease) in cash, cash equivalents, and restricted cash $ (14.7) $ 31.5 46 Table of Contents Cash flows from operating activities Net cash provided by operating activities was $202.0 million for the six months ended June 30, 2026 as a result of net loss of $614.4 million, adjusted by non-cash charges of $833.0 million and the net decrease in our operating assets and liabilities of $16.6 million. The non-cash charges are primarily comprised of goodwill impairment of $650.5 million, equity-based compensation of $51.2 million, amortization of deferred commission costs of $48.6 million, depreciation and amortization of $42.5 million, and a decrease in deferred tax assets of $36.9 million. The net decrease in operating assets and liabilities was primarily the result of an increase in deferred costs and other assets of $37.1 million, a decrease in unearned revenue of $13.1 million and a decrease in accounts payable of $12.8 million, as well as a decrease in accounts receivable of $30.5 million and an increase in accrued expenses and other liabilities of $14.7 million. Net cash provided by operating activities was $228.1 million for the six months ended June 30, 2025 as a result of net income of $50.8 million, adjusted by non-cash charges of $186.4 million and the net change in our operating assets and liabilities of $9.1 million. The non-cash charges are primarily comprised of equity-based compensation of $59.3 million, depreciation and amortization of $43.4 million, amortization of deferred commission costs of $43.4 million, and a decrease in deferred tax assets net of deferred tax liabilities of $42.6 million. The net change in operating assets and liabilities was primarily the result of an increase in deferred costs and other assets of $37.6 million, an increase in prepaid and other current assets of $10.5 million, and a decrease in unearned revenue of $5.6 million, partially offset by a decrease in accounts receivable of $44.2 million. We may continue to make future acquisitions as part of our business strategy which may require the use of capital resources and drive additional future restructuring and transaction-related cash expenditures as well as integration and acquisition-related cash costs. During the six months ended June 30, 2026 and 2025, we incurred the following associated cash expenditures: Six Months Ended June 30, (in millions) 2026 2025 Interest paid in cash $ 30.5 $ 21.8 Restructuring and transaction-related expenses paid in cash(1) 30.5 9.6 Litigation settlement payments(2) 5.7 1.7 __________________ (1)Represents cash payments directly associated with acquisition or disposal activities, including employee severance and termination benefits, contract termination fees and penalties, and other exit or disposal costs. For the six months ended June 30, 2026, these payments related primarily to expense and other transition-related costs from the 2026 Restructuring Program, and lease restructuring activity. For the six months ended June 30, 2025, these payments related primarily to employee severance and termination benefits payments and Waltham Lease Restructuring charges. (2)Represents cash payments for legal fees associated with legal settlements related to class actions. Future demands on our capital resources associated with our debt facilities may also be impacted by changes in reference interest rates and the potential that we incur additional debt in order to fund additional acquisitions or for other corporate purposes. Future demands on our capital resources associated with transaction expenses and restructuring activities and integration costs and transaction-related compensation will be dependent on the frequency and magnitude of future acquisitions and restructuring and integration activities that we pursue. As part of our business strategy, we expect to continue to pursue acquisitions of, or investments in, complementary businesses from time to time; however, we cannot predict the magnitude or frequency of such acquisitions or investments. Cash flows from investing activities Net cash used in investing activities for the six months ended June 30, 2026 was $42.7 million, comprised of purchases of property and equipment and other assets of $41.7 million, payments for right-of-use asset initial direct costs of $2.0 million and purchases of investments of $1.0 million, as well as maturities of investments of $2.0 million. 47 Table of Contents Net cash used in investing activities for the six months ended June 30, 2025 was $43.3 million, consisting of purchases of property and equipment and other assets of $36.8 million and purchases of investments of $7.0 million. As we continue to grow and invest in our business, we expect to continue to invest in property and equipment and opportunistically pursue acquisitions. Cash flows from financing activities Net cash used in financing activities for the six months ended June 30, 2026 was $174.0 million and primarily comprised of payments relating to the repurchase of common stock of $122.4 million, repayment of debt of $50.1 million, and payments of taxes related to net share settlement of equity awards of $1.4 million. Net cash used in financing activities for the six months ended June 30, 2025 was $153.3 million and comprised of payments relating to the repurchase of common stock of $244.3 million, payments of taxes related to net share settlement of equity awards of $6.0 million, and repayment of debt of $3.0 million, partially offset by proceeds from revolving credit loans of $100.0 million. Refer to Note 6 - Financing Arrangements of our unaudited consolidated financial statements included in Part I, Item 1 of this Form 10-Q for additional information related to each of our borrowings. Refer to Note 1 - Business, Basis of Presentation, and Summary of Significant Accounting Policies of the notes to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information related to the Share Repurchase Program. The shares of Common Stock proposed to be acquired in the Share Repurchase Program may be repurchased from time to time in open market transactions or by other means in accordance with federal securities laws. The Company intends to fund repurchases from available working capital, cash provided by operating activities, and, as appropriate, borrowings under its existing credit facilities or other sources of financing. The timing, as well as the number and value of shares of Common Stock repurchased under the program, will be determined by the Company at its discretion and will depend on a variety of factors, including management’s assessment of the intrinsic value of the Company’s shares of Common Stock, the market price of the Company’s Common Stock, general market and economic conditions, available liquidity, alternative investment opportunities, compliance with the Company’s debt and other agreements, and applicable legal requirements. The exact number of shares of Common Stock to be repurchased by the Company is not guaranteed, and the program may be suspended, modified, or discontinued at any time without prior notice. Debt Obligations As of June 30, 2026, the aggregate balance of $100.0 million under the First Lien Revolver is due, in its entirety, at the contractual maturity date of February 28, 2028, and the aggregate remaining principal balance of $591.5 million of 3.875% Senior Notes is due, in its entirety, at the contractual maturity date of February 1, 2029. Interest on the Senior Notes is payable semi-annually in arrears. During the six months ended June 30, 2026, the Company repurchased $58.5 million in aggregate principal amount of its Senior Notes for $47.1 million (in addition to accrued interest of $0.8 million) in cash. As of June 30, 2026, the Company had a remaining principal balance of $579.2 million with respect to its First Lien Term Loan. The Company is obligated to make principal payments each quarter in the amount of 0.25% of the aggregate outstanding amount as of the latest amendment, with the remaining balance due at the contractual maturity date of February 28, 2030. The foregoing currently represent the only existing required future debt principal repayment obligations that will require future uses of the Company’s cash. The First Lien Term Loan has a variable interest rate whereby the Company can elect to use a Base Rate or SOFR plus an applicable rate. The applicable rate is 0.75% for Base Rate loans or 1.75% for SOFR loans. The effective interest rate on the First Lien Term Loan was 5.64% and 5.71% as of June 30, 2026 and December 31, 2025, respectively. 48 Table of Contents We have historically used derivative financial instruments, primarily interest rate swap contracts designated as cash flow hedges, to manage a portion of our exposure to changes in interest rates. We do not enter into derivative transactions for speculative or trading purposes. As our existing interest rate swaps mature, our exposure to changes in interest rates on our floating rate debt will increase to the extent we do not enter into new interest rate swap contracts. The First Lien Revolving Credit Facility, which has $100.0 million outstanding as of June 30, 2026, has a variable interest rate whereby the Company can elect to use a Base Rate or SOFR plus an applicable rate. The applicable margin is 1.00% to 1.25% for Base Rate loans. The applicable margin for SOFR loans is 2.10% to 2.35%, which includes the credit spread adjustment of 0.1%, depending on the Company’s Consolidated First Lien Net Leverage Ratio. The effective interest rate on the First Lien Revolving Credit Facility was 5.82% and 6.12% as of June 30, 2026 and December 31, 2025, respectively. Our total net leverage ratio to Adjusted EBITDA is defined as total contractual maturity of outstanding indebtedness less cash, cash equivalents, and investments (as applicable), divided by trailing twelve months Adjusted EBITDA. Adjusted EBITDA for the twelve months ended June 30, 2026 was $493.9 million. Our total net leverage ratio to Adjusted EBITDA as of June 30, 2026 was 2.3x. (in millions, except leverage ratios) Total contractual maturity of outstanding indebtedness $ 1,270.7 Less: Cash and cash equivalents, and investments 150.6 Net contractual maturity of outstanding indebtedness $ 1,120.1 Trailing Twelve Months (TTM) Adjusted EBITDA $ 493.9 Total net leverage ratio to Adjusted EBITDA 2.3x Our Consolidated First Lien Net Leverage Ratio is defined in the agreement governing our existing first lien credit facilities (the “First Lien Credit Agreement”) as total contractual maturity of outstanding First Lien indebtedness less cash, cash equivalents and investments (as applicable), divided by trailing twelve months Cash EBITDA (defined as Consolidated EBITDA in our Credit Agreements). Cash EBITDA differs from Adjusted EBITDA due to certain defined add-backs, including cash generated from changes in unearned revenue; see table below for reconciliation. Cash EBITDA for the twelve months ended June 30, 2026 was $489.2 million. Our Consolidated First Lien Net Leverage Ratio as of June 30, 2026 was 1.1x. (in millions, except leverage ratios) Total contractual maturity of First Lien indebtedness $ 679.2 Less: Cash and cash equivalents, and investments 150.6 Net contractual maturity of First Lien indebtedness $ 528.6 Trailing Twelve Months (TTM) Cash EBITDA $ 489.2 Consolidated First Lien Net Leverage Ratio 1.1x 49 Table of Contents Our total net leverage ratio to Cash EBITDA (defined as Consolidated EBITDA in our Credit Agreements) is defined as total contractual maturity of outstanding indebtedness less cash, cash equivalents, and investments (as applicable), divided by trailing twelve months Cash EBITDA. Cash EBITDA for the twelve months ended June 30, 2026 was $489.2 million. Our total net leverage ratio to Cash EBITDA as of June 30, 2026 was 2.3x. (in millions, except leverage ratios) Total contractual maturity of outstanding indebtedness $ 1,270.7 Less: Cash and cash equivalents, and investments 150.6 Net contractual maturity of outstanding indebtedness $ 1,120.1 Trailing Twelve Months (TTM) Cash EBITDA $ 489.2 Total net leverage ratio to Cash EBITDA 2.3x Trailing Twelve Months as of (in millions) June 30, 2026 Net income (loss) $ (541.0) Provision for income taxes 64.5 Interest expense, net 50.3 Gain on debt extinguishment (11.0) Depreciation expense(1) 33.9 Amortization of acquired technology 33.0 Amortization of other acquired intangibles 20.7 Other income, net(2) (5.2) Goodwill impairment 650.5 Equity-based compensation expense 108.1 Restructuring and transaction-related expenses(3) 75.1 Litigation settlement(4) 15.0 Adjusted EBITDA (Non-GAAP) $ 493.9 Unearned revenue adjustment (7.6) Cash rent adjustment 2.2 Other lender adjustments 0.7 Cash EBITDA (Non-GAAP) $ 489.2 __________________ (1)Amounts exclude the depreciation associated with lease restructuring activities. (2)Primarily represents revaluations on the TRA liability, foreign currency remeasurement (gain) loss and investment income. (3)Represents costs directly associated with acquisition or disposal activities, including employee severance and termination benefits, contract termination fees and penalties, and other exit or disposal costs. For the trailing twelve months ended June 30, 2026, this expense related primarily to lease restructuring activities, including right-of-use asset and the related leasehold improvements impairment charges, and expense and other transition-related costs from the 2026 Restructuring Program. (4)Represents charges associated with legal settlements and associated legal fees related to class actions. 50 Table of Contents In addition, the credit agreement governing our First Lien Term Loan contains restrictive covenants that may limit our ability to engage in activities that may be in our long-term best interest. These restrictive covenants include, among others, limitations on our ability to pay dividends or make other distributions in respect of, or repurchase or redeem, capital stock, prepay, redeem, or repurchase certain debt, make acquisitions, investments, loans, and advances, or sell or otherwise dispose of assets. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all of our debt. The Company may be able to incur substantial additional indebtedness in the future. The terms of the credit agreements governing our First Lien Term Loan limit, but do not prohibit, the Company from incurring additional indebtedness, and the additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions will also not prevent the Company from incurring obligations that do not constitute “Indebtedness” as defined in the agreements governing our indebtedness. Capital Expenditures Six Months Ended June 30, $ Change % Change (in millions) 2026 2025 Capital expenditures $ 41.7 $ 36.8 $ 4.9 13 % The increase was primarily due to higher capitalization of internal use developed software and incremental spend related to facilities. Tax Receivable Agreements For information related to our TRA, refer to Note 15 - Tax Receivable Agreements in our 2025 Form 10-K. As of June 30, 2026, the Company had a liability of $2,726.4 million related to its projected obligations under the TRA. No payments were made to TRA holders pursuant to the TRA during the six months ended June 30, 2026 and 2025. Contractual Obligations and Commitments Except as set forth above and in Note 9 - Commitments and Contingencies of the notes to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, there have been no material changes outside of the ordinary course of business in the contractual obligations and commitments disclosed in our 2025 Form 10-K. Critical Accounting Policies and Estimates Our consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Our critical accounting policies are those that we believe have the most significant impact to the presentation of our financial position and results of operations and that require the most difficult, subjective, or complex judgments. In many cases, the accounting treatment of a transaction is specifically dictated by U.S. GAAP with no need for the application of judgment. In certain circumstances, however, the preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our 2025 Form 10-K, except as described below. 51 Table of Contents Impairment and Abandonment of Long-lived Assets Goodwill is calculated as the excess of the fair value of purchase consideration paid in a business combination over the fair value of the assets acquired less liabilities assumed. Goodwill is not amortized and is tested for impairment at least annually during the fourth quarter of our fiscal year or when events and circumstances indicate that the fair value of a reporting unit may be below its carrying value. The Company has one reporting unit. We first assess qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount or elect to bypass such assessment. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying value, or we elect to bypass the qualitative assessment, we perform a quantitative test by determining the fair value of the reporting unit. If the carrying value of the reporting unit exceeds the fair value, then an impairment loss is recognized for the difference. Acquired technology, customer relationships, trade names or brand portfolios, and other intangible assets are related to historical acquisitions (refer to Note 5 - Goodwill and Acquired Intangible Assets). Acquired intangible assets are amortized on a straight-line basis over the estimated period over which we expect to realize economic value related to the intangible asset. The amortization periods generally range from 2 years to 15 years. Any costs incurred to renew or extend the life of an intangible or long-lived asset are reviewed for capitalization. Indefinite-lived intangible assets consist of brand portfolios acquired from Pre-Acquisition ZI and represent costs paid to legally register phrases and graphic designs that identify and distinguish products sold by the Company. Indefinite-lived intangible assets are not subject to amortization. Instead, they are subject to an annual assessment for potential impairment, or more frequently upon the occurrence of a triggering event when circumstances indicate that the book value is greater than its fair value. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than the carrying value as a basis to determine whether further impairment testing is necessary. Due to a sustained decrease in the Company’s stock price, industry considerations, and a decline in planned revenues and earnings as a result of key changes in strategy during the second quarter of 2026, the Company performed a test of its goodwill and other intangible assets for impairment in connection with the preparation of its financial statements for the quarterly period ended June 30, 2026. The Company recorded a goodwill impairment charge of $650.5 million during the three and six months ended June 30, 2026. There was no impairment identified on our other indefinite-lived intangible assets. The valuation of goodwill is a critical accounting estimate that requires significant judgment and is subject to a high degree of uncertainty, as it requires the application of significant estimates and the use of unobservable inputs, including forecasted revenues and earnings, comparable company valuation multiples, terminal growth rates, and discount rates. These estimates and inputs change over time based on operating results, market conditions, and other factors, and could materially affect the determination of fair value and the results of future goodwill impairment assessments. The Company estimates the fair value of the reporting unit using an equal weighting of an income and a market approach. The Company assesses the appropriateness of projected financial information and multiples by comparing projected growth rates, operating margins and capital expenditures, as well as the terminal value of the Company at the end of the projection period to historical performance, industry data, and selected guideline companies. As of June 30, 2026, the Company had a remaining goodwill balance of $1,042.2 million. Refer to Note 5 - Goodwill and Acquired Intangible Assets for further information. Recently Issued Accounting Pronouncements Refer to Note 1 - Business, Basis of Presentation, and Summary of Significant Accounting Policies of our unaudited consolidated financial statements included in Part I, Item 1 of this Form 10-Q regarding recently issued accounting pronouncements. 52 Table of Contents