Earnings growth and buybacks at Consensus Cloud Solutions (NASDAQ: CCSI)

Rhea-AI Filing Summary

Consensus Cloud Solutions reported Q1 2026 results showing higher profit and strong cash generation. Revenue rose to $88.5 million from $87.1 million, driven by an 8% increase in Corporate revenue, partly offset by a 9% decline in SoHo revenue.

Net income increased to $24.7 million from $21.2 million, with diluted EPS up to $1.30 from $1.07 as cost of revenues fell and interest expense declined. Operating cash flow reached $45.8 million, supporting a higher cash balance of $92.3 million while the company carried $560.4 million of debt.

Consensus continued returning capital through its share repurchase program, buying back 600,497 shares for $17.2 million in the quarter, and maintained compliance with leverage covenants under its 2028 senior notes and 2025 credit facility.

Positive

• Net income and EPS growth: Q1 2026 net income rose to $24.7M from $21.2M and diluted EPS increased to $1.30 from $1.07, reflecting improved margins and lower interest expense.
• Strong cash generation and buybacks: Operating cash flow of $45.8M and a cash balance of $92.3M supported $17.2M of share repurchases while maintaining compliance with debt covenants.

Negative

• None.

Insights

Equity analyst

Profit and cash flow improved, with capital returns despite high leverage.

Consensus Cloud Solutions delivered Q1 2026 revenue of $88.5M, up modestly year over year, but net income grew to $24.7M as gross margin improved and interest expense declined. Diluted EPS increased to $1.30, helped by lower costs and a smaller share count.

Operating cash flow was strong at $45.8M, more than covering capital expenditures of $7.4M. Cash rose to $92.3M while total debt remained sizable at $560.4M, including 2028 senior notes and borrowings under the 2025 credit facility. Interest on the credit facility floats with SOFR, exposing results to rate moves.

Management continued prioritizing shareholder returns, repurchasing 600,497 shares for $17.2M and cumulatively spending $72.6M on buybacks under the current program through March 31, 2026. The mix shift toward Corporate customers, with higher ARPA of $305.59, contrasts with pressure in the SoHo base, where revenue declined and churn ticked higher.

Key Figures

Revenue: $88.5M Net income: $24.7M Diluted EPS: $1.30 per share +5 more

8 metrics

Revenue $88.5M Three months ended March 31, 2026; up from $87.1M in 2025

Net income $24.7M Three months ended March 31, 2026; versus $21.2M in 2025

Diluted EPS $1.30 per share Q1 2026; increased from $1.07 in Q1 2025

Operating cash flow $45.8M Net cash provided by operating activities, Q1 2026

Cash and cash equivalents $92.3M Balance at March 31, 2026; up from $74.7M at December 31, 2025

Total debt principal $560.4M Outstanding debt as of March 31, 2026, including 2028 senior notes and credit facility

Share repurchases $17.2M, 600,497 shares Common stock repurchased in Q1 2026 under buyback program

Corporate ARPA $305.59 Average Revenue per Corporate Customer Account, Q1 2026

Key Terms

Software-as-a-Service, Average Revenue per Customer Account, delayed-draw term loan facility, One Big Beautiful Bill Act, +1 more

5 terms

Software-as-a-Service financial

"Consensus Cloud Solutions is a provider of secure information delivery services with a scalable Software-as-a-Service (“SaaS”) platform."

Software-as-a-service is software that users access online through a web browser or app while the provider hosts and maintains the program and data, typically for a recurring fee. Investors care because it creates steady, predictable revenue and often high customer retention — like renting a utility rather than buying a machine — which helps forecast cash flow and values a company more consistently over time.

Average Revenue per Customer Account financial

"Average Revenue per Customer Account (“ARPA”) represents a monthly ARPA for the quarter-to-date period."

delayed-draw term loan facility financial

"the Lenders have provided the Company with a senior secured revolving credit facility and a senior secured delayed-draw term loan facility of $150.0 million."

A delayed-draw term loan facility is a committed loan arrangement where lenders agree in advance to make a fixed amount of cash available for the borrower to draw down at one or more specified future dates, typically after certain conditions are met. It matters to investors because tapping that reserved funding increases a company's debt, interest costs and liquidity buffers—similar to activating a reserved emergency account for a big purchase—which can affect leverage, creditworthiness and the stock’s risk profile.

One Big Beautiful Bill Act financial

"the budget reconciliation bill H.R. 1, referred to as the One Big Beautiful Bill Act (“OBBBA”), was signed into law."

A "one big beautiful bill act" is a single, large piece of legislation that bundles many policy changes and measures into one package instead of passing them separately. For investors, it matters because such omnibus bills can swiftly change tax rules, spending levels, industry regulations or subsidies all at once—like a single shopping cart that suddenly adds many items to a household budget—creating broad, rapid shifts in company costs, revenues and market expectations.

uncertain tax positions financial

"the Company had $14.9 million in liabilities for uncertain income tax positions, including interest and penalties."

10-Q Quarterly Reports: What Changes Quarter to Quarter →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from         to

Commission File Number: 001-40750

Consensus Cloud Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware						87-1139414
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

700 S. Flower Street, 15th Floor

Los Angeles, California 90017

(Address of principal executive offices)

(323) 860-9200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value

CCSI

Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☐			Accelerated filer			☒
Non-accelerated filer			☐			Smaller reporting company			☐
						Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of May 4, 2026, there were approximately 18,397,950 shares of the registrant's common stock outstanding.

TABLE OF CONTENTS

									Page
Part I.			Financial Information
			Item 1.			Financial Statements
						Condensed Consolidated Balance Sheets (unaudited)			3
						Condensed Consolidated Statements of Income (unaudited)			4
						Condensed Consolidated Statements of Comprehensive Income (unaudited)			5
						Condensed Consolidated Statements of Cash Flows (unaudited)			6
						Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited)			7
						Notes to Condensed Consolidated Financial Statements (unaudited)			8
			Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			21
			Item 3.			Quantitative and Qualitative Disclosures About Market Risk			29
			Item 4.			Controls and Procedures			30
Part II.			Other Information
			Item 1.			Legal Proceedings			30
			Item 1A.			Risk Factors			30
			Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			30
			Item 3.			Defaults Upon Senior Securities			31
			Item 4.			Mine Safety Disclosures			31
			Item 5.			Other Information			31
			Item 6.			Exhibits			32
						Signatures			33

-2-

Part I - Financial Information

Item 1. Financial Statements.

CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands except share and per share data)

			March 31, 2026						December 31, 2025
ASSETS
Cash and cash equivalents			$	92,294					$	74,685
Accounts receivable, net of allowances of $2,865 and $3,105, respectively			24,406						23,686
Prepaid expenses and other current assets			13,530						18,788
Total current assets			130,230						117,159
Property and equipment, net			120,789						116,869
Operating lease right-of-use assets			4,724						5,098
Intangibles, net			38,209						38,761
Goodwill			351,297						352,939
Deferred income taxes			21,149						21,666
Other assets			12,341						11,323
TOTAL ASSETS			$	678,739					$	663,815
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses			$	40,485					$	36,045
Income taxes payable, current			1,890						97
Deferred revenue, current			20,238						19,773
Operating lease liabilities, current			2,522						2,576
Current portion of long-term debt			7,046						7,047
Total current liabilities			72,181						65,538
Long-term debt, net of current portion			549,781						551,322
Deferred revenue, noncurrent			1,484						1,567
Operating lease liabilities, noncurrent			9,166						9,754
Liability for uncertain tax positions			14,876						14,484
Deferred income taxes			9,054						7,176
Other long-term liabilities			194						201
TOTAL LIABILITIES			656,736						650,042
Commitments and contingencies (Note 8)
Common stock, $0.01 par value. Authorized 120,000,000; total issued is 21,097,257 and 21,057,258 shares and total outstanding is 18,397,950 and 18,958,448 shares as of March 31, 2026 and December 31, 2025, respectively			211						211
Treasury stock, at cost (2,699,307 and 2,098,810 shares as of March 31, 2026 and December 31, 2025, respectively)			(72,646)						(55,476)
Additional paid-in capital			81,254						76,984
Retained earnings			25,534						849
Accumulated other comprehensive loss			(12,350)						(8,795)
TOTAL STOCKHOLDERS’ EQUITY			22,003						13,773
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	678,739					$	663,815

See Notes to Condensed Consolidated Financial Statements

-3-

CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited, in thousands except share and per share data)

									Three Months Ended March 31,
															2026						2025
Revenues															$	88,467					$	87,138
Cost of revenues (1)															16,900						18,070
Gross profit															71,567						69,068
Operating expenses:
Sales and marketing (1)															13,816						12,788
Research, development and engineering (1)															1,916						1,712
General and administrative (1)															18,093						17,071
Total operating expenses															33,825						31,571
Income from operations															37,742						37,497
Interest expense															(7,763)						(8,976)
Interest income															661						451
Other income (expense), net															1,416						(1,097)
Income before income taxes															32,056						27,875
Income tax expense															7,371						6,723
Net income															$	24,685					$	21,152
Net income per common share:
Basic															$	1.32					$	1.08
Diluted															$	1.30					$	1.07
Weighted average shares outstanding:
Basic															18,705,051						19,530,579
Diluted															19,041,227						19,690,822

(1) Includes share-based compensation expense as follows:
Cost of revenues															$	442					$	476
Sales and marketing															751						714
Research, development and engineering															138						105
General and administrative															2,933						2,969
Total															$	4,264					$	4,264

See Notes to Condensed Consolidated Financial Statements

-4-

CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited, in thousands)

									Three Months Ended March 31,
															2026						2025
Net income															$	24,685					$	21,152
Other comprehensive (loss) income:
Foreign currency translation adjustment															(3,555)						4,368
Other comprehensive (loss) income															(3,555)						4,368
Comprehensive income															$	21,130					$	25,520

See Notes to Condensed Consolidated Financial Statements

-5-

CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

			Three Months Ended March 31,
			2026						2025
Cash flows from operating activities:
Net income			$	24,685					$	21,152
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			4,898						5,178
Amortization of financing costs and discounts			380						420
Non-cash operating lease costs			374						394
Share-based compensation			4,264						4,264
Provision for doubtful accounts			1,337						1,417
Deferred income taxes, net			1,890						33
Loss on extinguishment of debt			—						77
Changes in operating assets and liabilities:
Decrease (increase) in:
Accounts receivable			(2,305)						(3,148)
Prepaid expenses and other current assets			5,253						4,710
Other assets			(1,065)						105
Increase (decrease) in:
Accounts payable and accrued expenses			3,712						3,276
Income taxes payable			2,237						2,215
Deferred revenue			425						829
Operating lease liabilities			(642)						(393)
Liability for uncertain tax positions			392						418
Other liabilities			(8)						(4)
Net cash provided by operating activities			45,827						40,943
Cash flows from investing activities:
Purchases of property and equipment			(7,372)						(7,196)
Purchase of investments			—						(5,000)
Net cash used in investing activities			(7,372)						(12,196)
Cash flows from financing activities:
Repayment of term loan			(1,875)						—
Repurchase of common stock			(17,012)						(34)
Taxes paid related to net share settlement			(734)						(339)
Repurchase of debt			—						(9,749)
Net cash used in financing activities			(19,621)						(10,122)
Effect of exchange rate changes on cash and cash equivalents			(1,225)						1,229
Net change in cash and cash equivalents			17,609						19,854
Cash and cash equivalents at beginning of period			74,685						33,545
Cash and cash equivalents at end of period			$	92,294					$	53,399

See Notes to Condensed Consolidated Financial Statements

-6-

CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited, in thousands except share amounts)

			Common stock																								Additional paid-in						Treasury stock									Accumulated						Accumulated other comprehensive															Total deficit
			Shares						Amount																								capital						Shares			Amount						deficit						loss
Balance, January 1, 2025			20,609,725						$	206																							$	59,373					(1,085,725)			$	(32,313)					$	(83,678)					$	(23,051)														$	(79,463)
Net income			—						—																								—						—			—						21,152						—															21,152
Foreign currency translation adjustment			—						—																								—						—			—						—						4,368															4,368
Vested restricted stock			31,885						—																								—						—			—						—						—															—
Shares withheld related to net share settlement			(13,477)						—																								(339)						—			—						—						—															(339)
Repurchase of common stock			—						—																								—						(1,471)			(34)						—						—															(34)
Share-based compensation			—						—																								4,958						—			—						—						—															4,958
Balance, March 31, 2025			20,628,133						$	206																							$	63,992					(1,087,196)			$	(32,347)					$	(62,526)					$	(18,683)														$	(49,358)

			Common stock																								Additional paid-in						Treasury stock									Retained earnings						Accumulated other comprehensive loss									Total equity
			Shares						Amount																								capital						Shares						Amount
Balance, January 1, 2026			21,057,258						$	211																							$	76,984					(2,098,810)			$	(55,476)					$	849					$	(8,795)								$	13,773
Net income			—						—																								—						—			—						24,685						—									24,685
Foreign currency translation adjustment			—						—																								—						—			—						—						(3,555)									(3,555)
Vested restricted stock			64,758						—																								—						—			—						—						—									—
Shares withheld related to net share settlement			(24,759)						—																								(734)						—			—						—						—									(734)
Repurchase of common stock			—						—																								—						(600,497)			(17,170)						—						—									(17,170)
Share-based compensation			—						—																								5,004						—			—						—						—									5,004
Balance, March 31, 2026			21,097,257						$	211																							$	81,254					(2,699,307)			$	(72,646)					$	25,534					$	(12,350)								$	22,003

See Notes to Condensed Consolidated Financial Statements

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CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1.    Basis of Presentation

The Company

Consensus Cloud Solutions, Inc., together with its subsidiaries (“Consensus Cloud Solutions”, “Consensus”, the “Company”, “our”, “us” or “we”), is a provider of secure information delivery services with a scalable Software-as-a-Service (“SaaS”) platform. Consensus serves customers of all sizes, from enterprises to individuals, across the globe and multiple industry verticals including, but not limited to, healthcare, government, financial services, law and education. Beginning as an online fax company over two decades ago, Consensus has evolved into a global provider of enterprise secure communication solutions. Our communication, extraction and digital signature solutions enable our customers to securely and cooperatively access, exchange and use information across organizational, regional and national boundaries.

Principles of Consolidation

The accompanying interim condensed consolidated financial statements include the accounts of Consensus and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying interim condensed consolidated financial statements are unaudited and have been prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. The Company believes that the disclosures made are adequate to make that information not misleading. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of these interim financial statements have been reflected. It is suggested that these financial statements be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2025, included in our Annual Report (Form 10-K) filed with the SEC on February 13, 2026. Accordingly, significant accounting policies and other disclosures normally provided have been omitted since such items are disclosed therein.

The results of operations for this interim period are not necessarily indicative of the operating results for the full year or for any future period.

Use of Estimates

The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, including judgments about the reported amounts of revenue and expenses during the reporting period. The Company believes that its most significant estimates are those related to revenue recognition, internal-use software development costs, share-based compensation expense, income taxes and tax contingencies. On an ongoing basis, management evaluates its estimates based on historical experience and on various other factors that the Company believes to be reasonable under the circumstances. Actual results could materially differ from those estimates due to risks and uncertainties, including uncertainty in the current economic environment due to factors such as inflationary pressures and elevated interest rates.

Significant Accounting Policies

There have been no material changes to our significant accounting policies from our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Segment Reporting

FASB ASC Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business entities report information about reportable segments in their annual consolidated financial statements and requires that those

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entities report selected information about reportable segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segment is based on the organization’s structure used by the chief operating decision maker (“CODM”), who is our chief executive officer (“CEO”), for making operating and investment decisions and for assessing performance. The Company’s CEO reviews financial information presented on a consolidated basis for purposes of assessing performance and making decisions on how to allocate resources. The CEO uses consolidated profit or loss from operations before interest and income taxes to allocate resources predominantly in the annual budget and forecasting process. The CEO considers budget-to-actual variances on a monthly basis when making decisions about allocating capital and personnel. The CEO also uses consolidated profit or loss from operations before interest and income taxes and consolidated net income to assess performance. Accordingly, the Company has determined that it operates one reportable segment known as Cloud Fax (see Note 14 - Segment Information). The condensed consolidated financial statements and related disclosures reflect the segment operations of Cloud Fax.

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

2.Recent Accounting Pronouncements

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). The amendments in this ASU provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. The amendments in this ASU should be applied on a prospective basis. The amendments in this ASU are effective for annual periods beginning after December 15, 2025, and for interim periods within those annual periods. Early adoption is permitted. The Company adopted the provisions of ASU 2025-05 in the first quarter of 2026 and elected to apply the practical expedient. ASU 2025-05 did not materially impact our consolidated financial statements upon adoption.

3.Revenues

The Company earns revenue from contracts with customers, primarily through the provision of cloud-based communication and digital signature solutions that allow customers to access the Company’s software without taking possession. The contracts include both recurring subscription and usage-based fees, and the total transaction price is allocated to performance obligations in each contract as appropriate. Revenue for cloud-based services is recognized over time in the period earned. The contracts may be terminated early. Fees collected in advance are non-refundable, and they are deferred and recognized in revenue when the related performance obligations are satisfied. Standard Corporate contracts billed monthly include a termination charge equal to the minimum fees payable through the last day of the contract term.

Revenues from external customers classified by revenue source are as follows (in thousands):

									Three Months Ended March 31,
															2026						2025
Revenues
Corporate															$	58,722					$	54,289
Small office home office (“SoHo”)															29,745						32,849
Total															$	88,467					$	87,138
Timing of revenue recognition
Point in time															$	427					$	643
Over time															88,040						86,495
Total															$	88,467					$	87,138

The Company has recorded $9.0 million and $9.5 million of revenue for the three months ended March 31, 2026 and 2025, respectively, that was previously included in the deferred revenue balance as of the beginning of each respective year.

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Performance Obligations

Generally, the Company’s contracts with customers include one performance obligation, however, certain contracts may include multiple performance obligations. For such arrangements, revenues are allocated to each performance obligation based on their relative standalone selling price.

The Company satisfies its performance obligations upon delivery of products or services to its customers. Payment terms vary by type and location of the Company’s customers and the products and services offered. The time between invoicing and when payment is due is not significant. Due to the nature of the services provided, there are no obligations for returns.

Significant Judgments

Determining whether products and services are considered distinct performance obligations may require significant judgment. When a contract includes both on-premises software licenses and cloud-based services, judgment is required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the cloud-based service and recognized over time.

Judgment is also required to determine the standalone selling price for each distinct performance obligation when there are multiple performance obligations. In certain cases, the Company is able to establish the standalone selling price based on observable prices of products or services sold or priced separately in comparable circumstances to similar customers. The Company uses a range of amounts to estimate the standalone selling price when each of the products and services is sold separately to determine whether there is a discount to be allocated based on the relative standalone selling price of the various products and services.

Performance Obligations Satisfied Over Time

The Company’s business consists primarily of performance obligations that are satisfied over time based on the fact that the nature of the cloud-based services offered is subscription based where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. Depending on the individual contracts with the customer, revenue for these services is recognized over the contract period when services are provided. The Company expects to recognize revenue for Corporate contracts typically in a range from month-to-month up to 36 months and recognize revenue for SoHo contracts in a range from month-to-month up to one year. Revenue from usage-based fees is recognized in proportion to the amount for which the Company has the right to invoice for services performed, which corresponds with the utilization of the services by the customer.

The Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligations over time is a time-based measure. The Company recognizes revenue on a straight-line basis throughout the subscription period and believes that the method used is a faithful depiction of the transfer of goods and services.

Practical Expedients

Existence of a Significant Financing Component in a Contract

As a practical expedient, the Company has not assessed whether a contract has a significant financing component because the Company expects at contract inception that the period between payment by the customer and the transfer of promised goods or services by the Company to the customer will be one year or less. In addition, the Company has determined that the payment terms the Company provides to its customers are structured primarily for reasons other than the provision of finance to the Company. The Company typically charges an upfront subscription amount for services, or an amount for usage in arrears, or a combination thereof, as other payment terms would affect the nature of the risk assumed by the Company due to the costs of the customer acquisition and the highly competitive and commoditized nature of the business the Company operates.

Costs to Obtain a Contract

The Company’s revenues are primarily generated from customer contracts that are for one year or less. Costs primarily consist of incentive compensation paid based on the achievements of sales targets in a given period for related revenue streams and are recognized in the month when the revenue is earned. Incentive compensation is paid upon the issuance or renewal of the

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customer contract. As a practical expedient, for amortization periods that are determined to be one year or less, the Company expenses any incremental costs of obtaining the contract with a customer when incurred. For those customer contracts greater than one year, the Company capitalizes and amortizes the expenses, when appropriate, over the period of benefit.

Revenues Invoiced

The Company has applied the practical expedient for certain revenue streams to exclude the value of remaining performance obligations for (i) contracts with an original expected term of one year or less or (ii) contracts for which the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed.

4.    Fair Value Measurements

The Company complies with the provisions of FASB ASC Topic No. 820, Fair Value Measurement, (“ASC 820”), which defines fair value, provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

			§			Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
			§			Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
			§			Level 3 – Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash and cash equivalents include money market funds of $57.1 million and $65.1 million as of March 31, 2026 and December 31, 2025, respectively, which are valued based on Level 1 inputs consisting of quoted prices in active markets. The carrying value of the Company’s cash and cash equivalents approximates fair value.

The fair value of fixed interest rate long-term debt is determined using recent quoted market prices or dealer quotes for each of the Company’s instruments, which are Level 1 inputs (see Note 7 - Long-Term Debt). The carrying value of long-term debt is reflected in the financial statements at cost.

Assets Measured on a Non-Recurring Basis

The Company’s non-financial assets, which primarily consist of goodwill, indefinite-lived intangible assets, long-lived assets and equity securities without a readily determinable fair value are reported at carrying value, or at fair value as of their acquisition dates, and are not required to be measured at fair value on a recurring basis. However, if any of these types of assets become impaired, the carrying values of the assets are written down to fair value using Level 3 inputs.

The carrying amount of the Company’s investments accounted for using the measurement alternative method in accordance with FASB ASC Topic No. 321, Investments - Equity Securities (“ASC 321”) as of March 31, 2026 and December 31, 2025, was $8.0 million and $8.0 million, respectively, and is included in other assets within the Company’s Condensed Consolidated Balance Sheets. The Company reviews these investments at each reporting period to determine if there are indicators of impairment. If the Company determines that an investment is impaired, the loss will be recorded in the period in which the impairment is identified. During the three months ended March 31, 2026 and 2025, the Company did not recognize any unrealized gains or losses and did not have any impairments during the respective periods.

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5.    Property and Equipment

Property and equipment, stated at cost, consisted of the following (in thousands):

			March 31, 2026						December 31, 2025
Internal-use software development costs			$	120,285					$	99,961
Computers, software and equipment			19,466						19,504
Furniture and fixtures			890						892
Leasehold improvements			1,722						1,724
Internal-use software development costs in process			55,312						67,400
			197,675						189,481
Less: Accumulated depreciation and amortization			(76,886)						(72,612)
Total property and equipment, net			$	120,789					$	116,869

Depreciation and amortization expense was $4.4 million and $4.5 million for the three months ended March 31, 2026 and 2025, respectively.

No impairment was recorded in the three months ended March 31, 2026 and 2025.

6.    Goodwill and Intangible Assets

The changes in carrying amounts of goodwill for the three months ended March 31, 2026 are as follows (in thousands):

			Amount
Balance as of January 1, 2026			$	352,939
Foreign exchange translation			(1,642)
Balance as of March 31, 2026			$	351,297

As of March 31, 2026 the Company’s goodwill had no accumulated impairment.

Intangible Assets with Indefinite Lives:

Intangible assets are summarized as follows (in thousands):

			March 31, 2026						December 31, 2025
Trade names			$	27,400					$	27,422
Other			4,045						4,045
Total			$	31,445					$	31,467

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Intangible Assets Subject to Amortization:

As of March 31, 2026, intangible assets subject to amortization are summarized as follows (in thousands):

			Weighted-Average Remaining   Amortization Period						Historical Cost						Accumulated Amortization						Net
Trade names			0.1 years						$	8,260					$	8,141					$	119
Patent and patent licenses			0.0 years						54,341						54,341						—
Customer relationships (1)			1.5 years						109,173						103,585						5,588
Other purchased intangibles			1.0 year						11,913						10,856						1,057
Total									$	183,687					$	176,923					$	6,764

(1) The Company amortizes its customer relationship assets in a pattern that best reflects the pace in which the assets’ benefits are consumed. This pattern results in a substantial majority of the amortization expense being recognized in the first four to five years, which may not correlate to the overall life of the asset.

    As of December 31, 2025, intangible assets subject to amortization are summarized as follows (in thousands):

			Weighted-Average Remaining   Amortization Period						Historical Cost						Accumulated Amortization						Net
Trade names			0.1 years						$	8,299					$	8,148					$	151
Patent and patent licenses			0.0 years						54,341						54,341						—
Customer relationships (1)			1.6 years						109,663						103,616						6,047
Other purchased intangibles			1.0 year						11,917						10,821						1,096
Total									$	184,220					$	176,926					$	7,294

(1) The Company amortizes its customer relationship assets in a pattern that best reflects the pace in which the assets’ benefits are consumed. This pattern results in a substantial majority of the amortization expense being recognized in the first four to five years, which may not correlate to the overall life of the asset.

Expected amortization expenses for intangible assets subject to amortization at March 31, 2026 are as follows (in thousands):

Fiscal Year:			Amount
2026 (remainder)			$	1,577
2027			1,405
2028			986
2029			803
2030			651
Thereafter			1,342
Total			$	6,764

Amortization expense was $0.5 million and $0.7 million for the three months ended March 31, 2026 and 2025, respectively.

No impairment of intangible assets was recorded in the three months ended March 31, 2026 and 2025.

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7.    Long-Term Debt

Long-term debt consists of the following, terms defined below (in thousands):

			March 31, 2026						December 31, 2025
2028 Senior Notes			$	348,247					$	348,247
DDTL Facility			148,125						150,000
Revolving Credit Facility			64,000						64,000
Total			560,372						562,247
Less: deferred issuance costs			(3,545)						(3,878)
Total debt			556,827						558,369
Less: current portion, net of debt issuance costs			(7,046)						(7,047)
Total long-term debt, less current portion			$	549,781					$	551,322

As of March 31, 2026 and December 31, 2025, the estimated fair value of the 2028 Senior Notes (as defined below) was approximately $344.8 million and $349.1 million, respectively.

The Company capitalized $1.1 million and $0.8 million of interest expense within property and equipment, net on the Company’s Condensed Consolidated Balance Sheets during the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, future contractual principal payments for debt were as follows (in thousands):

Fiscal year:			Total
2026 (remainder)			$	5,625
2027			7,500
2028			547,247
2029			—
2030			—
Thereafter			—
Total			$	560,372

2028 Senior Notes

On October 7, 2021, Consensus issued $500.0 million of 6.5% senior notes due in 2028 (the “2028 Senior Notes”) to Ziff Davis, Inc. (“Ziff Davis” or the “Former Parent”) in exchange for the equity interest in the Company. Ziff Davis then exchanged the 2028 Senior Notes with lenders under its credit agreement (or their affiliates) in exchange for extinguishment of a similar amount of indebtedness under such credit agreement. The 2028 Senior Notes are presented as long-term debt, net of current portion, which is presented net of deferred issuance costs, on the Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025. The 2028 Senior Notes bear interest at a rate of 6.5% per annum and mature on October 15, 2028. The Company may redeem some or all of the 2028 Senior Notes at any time on or after October 15, 2026 at specified redemption prices plus accrued and unpaid interest, if any, up to, but excluding the redemption date.

The indenture pursuant to which the 2028 Senior Notes were issued contains covenants that restrict the Company’s ability to (i) pay dividends or make distributions on the Company’s common stock; (ii) make certain restricted payments; (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; and (vi) transfer and sell assets. These covenants contain certain exceptions. Restricted payments are applicable only if Consensus Cloud Solutions, Inc. and subsidiaries designated as restricted subsidiaries has a net leverage ratio of greater than 3.0 to 1.0. In addition, if such net leverage ratio is in excess of 3.0 to 1.0, the restriction on restricted payments is subject to various exceptions, including the total aggregate amount not to exceed the greater of (A) $100.0 million and (B) 50.0% of EBITDA for the most recently ended four fiscal quarter period ended immediately prior to such date for which internal financial statements are available. The Company is in compliance with its debt covenants as of March 31, 2026.

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2025 Credit Agreement

On July 9, 2025, the Company entered into a Credit Agreement (the “2025 Credit Agreement”) with certain lenders party thereto (the “Lenders”) and U.S. Bank National Association, as agent (the “Agent”). Pursuant to the 2025 Credit Agreement, the Lenders have provided the Company with a senior secured revolving credit facility of $75.0 million (the “Revolving Credit Facility”) and a senior secured delayed-draw term loan facility of $150.0 million (the “DDTL Facility” and together with the Revolving Credit Facility, the “2025 Credit Facility”). The final maturity of the 2025 Credit Facility will occur on July 10, 2028, subject to limited customary accelerators. The Company incurred debt issuance costs of $1.7 million associated with the 2025 Credit Agreement, of which $0.6 million and $1.1 million were allocated to the Revolving Credit Facility and the DDTL Facility, respectively.

Subject to the terms and conditions of the 2025 Credit Agreement, 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. Voluntary prepayments of loans and voluntary reductions of unused commitments under the 2025 Credit Agreement are permissible without penalty (other than customary interest breakage charges). The 2025 Credit Facility is guaranteed by each wholly-owned material domestic subsidiary of the Company and secured by substantially all assets of the Company and the guarantors, subject to other customary exceptions.

Commencing with the first full fiscal quarter ending after the DDTL Facility was funded, 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. 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). Due to the variable nature of these interest rates, the Company has determined that the carrying value of any borrowings under the 2025 Credit Facility approximates fair value. As of March 31, 2026 and December 31, 2025, the Company had $148.1 million and $150.0 million outstanding under the DDTL Facility, respectively, and had $64.0 million outstanding under the Revolving Credit Facility, at both March 31, 2026 and December 31, 2025. The weighted-average interest rate on borrowings under the 2025 Credit Facility as of March 31, 2026 was 5.4%.

The 2025 Credit Agreement contains covenants that, subject to certain exceptions, restrict the Company’s ability to: (i) pay dividends or make distributions on the Company’s common stock; (ii) make certain restricted payments (including certain voluntary payments in respect of the Company’s 2028 Senior Notes); (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; (vi) incur indebtedness, (vii) make acquisitions and other investments and (viii) transfer and sell assets. Additionally, the 2025 Credit Facility is subject to a maximum total net leverage ratio covenant and a minimum fixed charges coverage ratio covenant, in each case tested on a quarterly basis. The Company is in compliance with its covenants as of March 31, 2026.

Debt Repurchase Program

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 the 2028 Senior Notes (“Debt Repurchase Program”). The authorization permits an aggregate principal amount reduction of up to $300 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. During the three months ended March 31, 2026, the Company made no repurchases under this program. During the three months ended March 31, 2025, the Company retired $9.7 million in principal of its senior notes under this program. As of March 31, 2026, the Company has retired an aggregate of $222.6 million in principal of its senior notes under this program.

During the three months ended March 31, 2026, the Company recognized no debt extinguishment gain or loss related to the Debt Repurchase Program. For the three months ended March 31, 2025, a net loss on debt extinguishment of $0.1 million related to the Debt Repurchase Program is included in interest expense on the Condensed Consolidated Statements of Income.

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8.    Commitments and Contingencies

Litigation

From time to time, the Company and its affiliates are involved in litigation and other legal disputes or regulatory inquiries that arise in the ordinary course of business. Any claims or regulatory actions against the Company and its affiliates, whether meritorious or not, could be time consuming and costly, and could divert significant operational resources. The outcomes of such matters are subject to inherent uncertainties, carrying the potential for unfavorable rulings that could include monetary damages and injunctive relief.

The Company does not believe, based on current knowledge, that any legal proceedings or claims currently exist which, after giving effect to existing accrued liabilities, are likely to have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows. It is the Company’s policy to expense legal fees related to any litigation as incurred.

Non-Income Related Taxes

The Company believes that it has sufficiently reserved for historical sales tax liabilities under FASB ASC Topic No. 450, Contingencies, although some state and local taxing authorities may challenge the Company’s sales tax position, the methodology used to calculate the sales tax liability, and may also impose other taxes on its business. Taxing authorities may successfully assert that the Company should have collected, or in the future should collect sales and use, telecommunications or similar taxes, and could be subject to liability with respect to past or future tax, which could adversely affect the Company’s operating results. The Company will continue to review and monitor the impact of sales tax rules in order to mitigate any associated risks on its business.

9.     Other Balance Sheet Account Details

Prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the following (in thousands):

			March 31, 2026						December 31, 2025
Prepaid insurance			$	2,065					$	2,830
Prepaid income taxes			4,036						5,484
Prepaid marketing expense			651						4,067
Prepaid software licenses			4,715						3,953
Other prepaid expenses			1,712						2,092
Other current assets			351						362
Total			$	13,530					$	18,788

Accounts payable and accrued expenses

Accounts payable and accrued expenses consisted of the following (in thousands):

			March 31, 2026						December 31, 2025
Accounts payable			$	10,506					$	7,544
Accrued sales and other taxes			7,794						6,969
Accrued interest			12,705						7,349
Accrued compensation			5,629						9,614
Accrued advertising expenses			1,097						1,611
Other accrued expenses			2,754						2,958
Total			$	40,485					$	36,045

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10.    Income Taxes

The Company’s tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate adjusted for discrete interim period tax impacts. Each quarter the Company updates its estimated annual effective tax rate and, if the estimate changes, makes a cumulative adjustment. Changes in the geographical mix, permanent differences or the estimated level of annual pre-tax income can affect the effective tax rate. The Company’s effective tax rate for the three months ended March 31, 2026 and 2025 was 23.0% and 24.1%, respectively. The decrease in the Company’s effective income tax rate for the three months ended March 31, 2026 was primarily due to the impact of the One Big Beautiful Bill Act (“OBBBA”) changes on international taxes as well as research and development tax credits and a change in the geographical mix of income, partially offset by an increase in the officer’s compensation limitation.

The Company’s effective tax rates for the three months ended March 31, 2026 and 2025 differed from the U.S. federal statutory rates of 21% primarily as a result of state income taxes, certain expenses not deductible for tax purposes, foreign rate differential, foreign income inclusion, various tax credits and uncertain tax positions.

As of March 31, 2026 and December 31, 2025, the Company had $14.9 million and $14.5 million, respectively, in liabilities for uncertain income tax positions, including interest and penalties. Accrued interest and penalties related to unrecognized tax benefits are recognized in income tax expense on the Company’s Condensed Consolidated Statements of Income.

On July 4, 2025, the budget reconciliation bill H.R. 1, referred to as the OBBBA, was signed into law. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions, including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. In addition to the OBBBA rules adopted in 2025, the Company implemented the new provisions effective for 2026 in the quarter ended March 31, 2026.

Income Tax Audits

The Company files tax returns in the U.S., Ireland, Canada, Japan, Netherlands and Hong Kong. In February 2026, the Company received notification of a review by the Irish tax authorities relating to tax years 2023 and 2024. As of March 31, 2026, the Company is not under audit in any other jurisdictions that it operates within. The U.S. federal and most state tax returns filed for 2022 onwards, as well as certain state returns filed for 2021 onwards, are still open to examination by tax authorities. With respect to the Company’s international subsidiaries, tax returns filed for the years from 2020 onwards are still open to examination by tax authorities.

11.    Stockholders’ Equity

Common Stock Repurchase Program

In March 2022, the Company’s Board of Directors approved a share buyback program. Under this program, the Company was authorized to purchase in the public market or in off-market transactions up to $100.0 million of the Company’s common stock through February 2025. In February 2025, the Company’s Board of Directors authorized and approved a three-year extension of the share repurchase program through February 2028. The program may end before this date if the maximum amount of repurchases has been reached or at the discretion of the Company’s Board of Directors. The timing and amounts of purchases are determined by the Company, depending on market conditions and other factors it deems relevant. Shares may be repurchased through open market purchases or privately negotiated transactions, including through Rule 10b5-1 trading plans. During the three months ended March 31, 2026, the Company repurchased 600,497 shares under this program at an aggregate cost of $17.2 million (inclusive of excise tax of $0.2 million). During the three months ended March 31, 2025, the Company repurchased 1,471 shares under this program for a minimal amount. Cumulatively as of March 31, 2026, 2,699,307 shares have been repurchased under this program at an aggregate cost of $72.6 million (inclusive of excise tax of $0.5 million). The excise tax is assessed at 1% of the fair market value of net stock repurchases after December 31, 2022.

Vested Restricted Stock

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

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withholding obligations that arise upon the vesting of restricted stock. As a result, the number of shares issued upon vesting for these awards is net of the statutory withholding requirements that the Company pays on behalf of its employees. Although shares withheld are not issued, they are treated as common share repurchases in the Company’s condensed consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting. These shares do not count against the authorized capacity under the Company’s share repurchase program described above. During the three months ended March 31, 2026 and 2025, the Company withheld shares on its vested restricted stock units relating to its share-based compensation plans of 24,759 shares and 13,477 shares, respectively.

Dividends

The Company currently does not issue dividends to Consensus shareholders. Future dividends are subject to Board approval. Our current debt agreements could trigger restrictions on dividend payments under certain circumstances (see Note 7 - Long-Term Debt).

12.    Equity Incentive Plan

The Company’s share-based compensation plans include the 2021 Equity Incentive Plan (the “2021 Plan”).

In December 2021, Consensus’ Board of Directors adopted the 2021 Plan, which provides for the grant of incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and share units and other share-based awards. Under the 2021 Plan, 4,000,000 shares of common stock are authorized to be granted. As of March 31, 2026, 359,941 shares were available to be used under the 2021 Plan.

During the three months ended March 31, 2026, the Company awarded 404,456 restricted stock units with market conditions and performance conditions to certain key employees pursuant to the 2021 Plan. The market-based awards have vesting conditions that are based on specified stock price targets of the Company’s common stock. For awards with market conditions, the conditions were factored into the grant date fair value using a Monte Carlo valuation model, which utilized multiple input variables to determine the probability of the Company achieving the specified average stock price targets over a 20 consecutive trading day period, based on the award agreement. For awards with performance-based conditions, these vesting conditions generally relate to the achievement of specified internal financial and operational targets. The grant date fair value for the performance-based awards reflects the Company’s stock price on the date of grant.

Restricted stock unit activity for the three months ended March 31, 2026 is set forth below:

			Number of Shares						Weighted-Average Grant-Date Fair Value
Outstanding at January 1, 2026			2,202,505						$	30.10
Granted			732,514						22.55
Vested			(64,758)						28.45
Canceled			(196,885)						43.62
Outstanding at March 31, 2026			2,673,376						$	27.08

The total fair value as of the respective vesting dates of restricted stock units that vested during the three months ended March 31, 2026 and 2025 was $1.9 million and $0.8 million, respectively. As of March 31, 2026, the Company had unrecognized share-based compensation cost related to its restricted stock units of $45.2 million, which is expected to be recognized over a weighted-average period of 2.4 years.

The Company capitalized $0.7 million during both of the three months ended March 31, 2026 and 2025, within property and equipment, net on its Condensed Consolidated Balance Sheets.

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13.     Earnings Per Share

The components of basic and diluted earnings per share are as follows (in thousands, except share and per share data):

									Three Months Ended March 31,
															2026						2025
Numerator for basic and diluted net income per common share:
Net income available to common shareholders from operations															$	24,685					$	21,152
Denominator:
Weighted-average outstanding shares of common stock															18,705,051						19,530,579
Dilutive effect of:
Equity incentive plans															330,364						155,786
Employee Stock Purchase Plan															5,812						4,457
Common stock and common stock equivalents															19,041,227						19,690,822
Net income per share from operations:
Basic															$	1.32					$	1.08
Diluted															$	1.30					$	1.07

For the three months ended March 31, 2026 and 2025, there were 872,198 and 982,400 anti-dilutive shares, respectively, that were excluded from the earnings per share calculation.

14.    Segment Information

The following presents the segment information of Cloud Fax (in thousands):

									Three Months Ended March 31,
															2026						2025
Revenues															$	88,467					$	87,138
Less:
Salary and benefits															20,802						19,951
Marketing															5,856						5,032
Phone operations															3,691						4,235
Outside services															3,657						3,836
Depreciation and amortization															4,898						5,178
Other segment items (1)															11,821						11,409
Segment operating profit															37,742						37,497
Interest expense															(7,763)						(8,976)
Interest income															661						451
Other income (expense), net (2)															1,416						(1,097)
Segment earnings before income taxes															32,056						27,875
Income tax expense															7,371						6,723
Segment net income															$	24,685					$	21,152

(1) Other segment items includes: database hosting expenses, computer and related expenses, processing fees, bad debt expense, taxes and insurance expenses, office expenses, travel and entertainment expenses, other administrative expenses and miscellaneous expenses.

(2) Other income (expense), net includes: gain/loss on foreign currency exchange and miscellaneous income/expense.

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The Company maintains operations in the U.S., Canada, Ireland and other countries. Geographic information about the U.S. and all other countries for the reporting periods is presented below. Such information attributes revenues based on markets where revenues are reported (in thousands):

									Three Months Ended March 31,
															2026						2025
Revenues:
United States															$	69,643					$	68,756
Canada															14,183						13,623
Ireland															2,642						2,702
All other countries															1,999						2,057
Foreign countries															18,824						18,382
Total															$	88,467					$	87,138

As of March 31, 2026 and December 31, 2025, substantially all of the Company’s long-lived assets, which consist of property and equipment, net and operating lease right-of-use assets, were located in the United States.

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

Forward-Looking Information

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.

Some factors that could cause actual results to differ materially from those anticipated in these forward-looking statements include, but are not limited to, our ability and intention to:

◦Sustain growth or profitability, particularly in light of an uncertain U.S. or worldwide economy, recent global conflicts (including the ongoing conflicts in the Middle East), inflationary pressures, elevated interest rates, new or additional tariffs or other trade restrictions, and the impacts of a U.S. federal government shutdown, and the related impact on customer acquisition and retention rates, customer usage levels and credit and debit card payment declines;

◦Maintain and increase our customer base and average revenue per user;

◦Generate sufficient cash flow to make interest and debt payments, reinvest in our business and pursue desired activities and business plans while satisfying restrictive covenants relating to debt obligations;

◦Acquire businesses on acceptable terms and successfully integrate and realize anticipated synergies from such acquisitions;

◦Continue to expand our Cloud Fax businesses and operations internationally in the wake of numerous risks, including adverse currency fluctuations, difficulty in staffing and managing international operations, higher operating costs as a percentage of revenues or the implementation of adverse regulations;

◦Maintain our financial position, operating results and cash flows in the event that we incur new or unanticipated costs or tax liabilities, including those relating to federal and state income tax and indirect taxes, such as sales, value-added and telecommunication taxes;

◦Accurately estimate the assumptions underlying our effective worldwide tax rate;

◦Manage risks from our international operations, including risks associated with currency fluctuations and foreign exchange controls and adverse changes in global financial markets;

◦Manage certain risks inherent to our business, such as costs associated with fraudulent activity, system failure or network security breach; effectively maintaining and managing our billing systems; allocating time and resources required to manage our legal proceedings; liability for legal and other claims; or adhering to our internal controls and procedures;

◦Compete with other similar providers with regard to price, service and functionality;

◦Cost-effectively procure, retain and deploy large quantities of fax numbers in desired locations in the United States and abroad;

◦Achieve business and financial objectives in light of burdensome domestic and international telecommunications, internet or other regulations including data privacy, access, security and retention;

◦Successfully manage our growth, including but not limited to, our operational and personnel-related resources, and integration of newly acquired businesses;

◦Successfully adapt to technological changes and diversify services and related revenues at acceptable levels of financial return;

◦Successfully develop and protect our intellectual property, both domestically and internationally, including our brands, patents, trademarks and domain names, and avoid infringing upon the proprietary rights of others;

◦Recruit and retain key personnel; and

◦Maintain favorable relationships with critical third-party vendors whose financial condition will not negatively impact the services they provide.

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In addition, other factors that could cause actual results to differ materially from those anticipated in these forward-looking statements or materially impact our financial results include the risks associated with new accounting pronouncements, as well as those associated with natural disasters, public health crises and other catastrophic events outside of our control.

Overview

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

Over the past decade, Consensus has increasingly focused on larger commercial customers (“Corporate”) and public sector customers. This shift occurred as enterprise data communication moved toward digitization and cloud-based solutions. Sales to these customers are made through e-commerce and direct interaction with a salesperson, and often involve specific pricing, multiple line subscriptions, API connections, and/or commercial grade security. Sales channels include e-commerce, direct sales and sales through or referred by channel and strategic partners.

For purposes of this management’s discussion and analysis of the results of operations and financial condition of Consensus (“MD&A”) section, we use the terms “the Company,” “we,” “us” and “our” to refer to Consensus.

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Key Performance Metrics

We use the following metrics to generally assess the operational and financial performance of our business, including the growth of our business, the value provided by customers to our business and our customer retention that provide insights that contribute to certain of our business planning decisions. We believe these financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze the health of our business.

The following table sets forth certain key performance metrics for our operations for the three months ended March 31, 2026 and 2025 (in thousands, except for percentages and Average Revenue per Customer Account):

									Three Months Ended March 31,
															2026						2025
Revenue
Corporate															$	58,722					$	54,289
SoHo															29,745						32,849
Consolidated															$	88,467					$	87,138
Average Revenue per Customer Account (“ARPA”) (1)(2)
Corporate															$	305.59					$	304.50
SoHo															$	15.46					$	15.39
Consolidated															$	41.80					$	37.68
Customer Accounts (1)
Corporate															65						60
SoHo															645						701
Consolidated															710						761
Paid Adds (3)
Corporate															7						5
SoHo															87						58
Consolidated															94						63
Monthly Churn % (4)
Corporate															3.00		%				2.32		%
SoHo															3.92		%				3.52		%
Consolidated															3.85		%				3.44		%

(1)Consensus customers are defined as paying Corporate and SoHo customer accounts. In the first quarter of 2026, we removed duplicate accounts from the number of Corporate customer accounts. As previously disclosed, in the second quarter of 2025, we eliminated dormant accounts not contributing to revenue from the number of SoHo customer accounts. The prior year period has been revised for consistency with the current year, and all metrics calculated based on the number of customer accounts (including ARPA and Monthly Churn %) are calculated based on the revised number. As a result of these changes, the prior year period Corporate and SoHo customer accounts decreased by a nominal amount and 29 thousand, respectively.

(2)Represents a monthly ARPA for the quarter-to-date period, calculated as follows: Monthly ARPA on a quarterly basis is calculated using our standard convention of dividing revenue for the quarter by the average of the quarter’s beginning and ending customer base and dividing that amount by 3 months. We believe ARPA provides investors an understanding of the average monthly revenues we recognize per account associated within Consensus’ customer base. As ARPA varies based on fixed subscription fee and variable usage components, we believe it can serve as a measure by which investors can evaluate trends in the types of services, levels of services and the usage levels of those services across Consensus’ customers.

(3)Paid Adds represents paying new Consensus customer accounts added during the periods presented.

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(4)Monthly churn represents paid monthly Corporate and SoHo customer accounts that were cancelled during each month of the quarter-to-date period, divided by the average number of customers during each month of the same quarter-to-date period (including the paid adds). The period measured is the quarter-to-date period and expressed as a monthly churn rate over the quarter-to-date period.

Critical Accounting Estimates

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions. Our critical accounting policies are described in our 2025 Annual Report on Form 10-K filed with the SEC on February 13, 2026. During the three months ended March 31, 2026, there were no significant changes in our critical accounting policies and estimates.

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

The main strategic focus of our Consensus offerings is to enable our customers to securely and cooperatively access, exchange and use information across organizational, regional and national boundaries. As a result, we expect to continue to take steps to enhance our existing offerings and offer new services to continue to satisfy the evolving needs of our customers.

We expect our business to primarily grow organically and inorganically through the use of capital for re-investment in the business and opportunistic acquisitions that expedite our product roadmap in the interoperability space should they arise.

Revenues

(in thousands, except percentages)															Three Months Ended March 31,												Percentage Change
																					2026						2025
Revenues																					$	88,467					$	87,138					2%

    Our revenues primarily consist of revenues from “fixed” customer subscription revenues and “variable” revenues generated from actual usage of our services.

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

Cost of Revenues

(in thousands, except percentages)															Three Months Ended March 31,												Percentage Change
																					2026						2025
Cost of revenues																					$16,900						$18,070						(6)%
As a percent of revenue																					19%						21%

Cost of revenues is primarily comprised of costs associated with personnel costs (inclusive of share-based compensation), data transmission, online processing fees, network operations as well as capitalized software amortization and equipment depreciation.

The decrease in cost of revenues of $1.2 million for the three months ended March 31, 2026 over the prior year comparable period was primarily due to decreases of $0.8 million in data transmission costs and $0.6 million in depreciation and amortization expense.

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Operating Expenses

Sales and Marketing

(in thousands, except percentages)															Three Months Ended March 31,												Percentage Change
																					2026						2025
Sales and marketing																					$13,816						$12,788						8%
As a percent of revenue																					16%						15%

Our sales and marketing costs consist primarily of personnel costs (inclusive of share-based compensation), internet-based advertising and other business development-related expenses. Our internet-based advertising relationships consist primarily of fixed cost and performance-based (cost-per-impression, cost-per-click and cost-per-acquisition) advertising relationships with an array of online service providers. Our sales personnel consist of a combination of inside sales and outside sales professionals.

The increase in sales and marketing expenses of $1.0 million for the three months ended March 31, 2026 over the prior year comparable period was primarily due to an increase in third-party advertising spend.

Research, Development and Engineering

(in thousands, except percentages)															Three Months Ended March 31,												Percentage Change
																					2026						2025
Research, development and engineering																					$1,916						$1,712						12%
As a percent of revenue																					2%						2%

Our research, development and engineering costs consist primarily of personnel-related expenses (inclusive of share-based compensation).

The increase in research, development and engineering costs of $0.2 million for the three months ended March 31, 2026 over the prior year comparable period was primarily due to an increase in personnel-related expenses.

General and Administrative

(in thousands, except percentages)															Three Months Ended March 31,												Percentage Change
																					2026						2025
General and administrative																					$18,093						$17,071						6%
As a percent of revenue																					20%						20%

Our general and administrative costs consist primarily of personnel-related expenses (inclusive of share-based compensation), professional fees, depreciation and amortization and bad debt expense.

The increase in general and administrative expenses of $1.0 million for the three months ended March 31, 2026 over the prior year comparable period was primarily due to increases of $0.8 million in personnel-related expenses and $0.3 million in depreciation and amortization expense, partially offset by a decrease of $0.1 million in bad debt expense.

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Share-Based Compensation

The following table represents share-based compensation expense included in cost of revenues and operating expenses in the accompanying Condensed Consolidated Statements of Income for the three months ended March 31, 2026 and 2025 (in thousands):

									Three Months Ended March 31,
															2026						2025
Cost of revenues															$	442					$	476
Operating expenses:
Sales and marketing															751						714
Research, development and engineering															138						105
General and administrative															2,933						2,969
Total															$	4,264					$	4,264

Non-Operating Income and Expenses

Interest expense. Our interest expense is due to outstanding debt and is offset by any extinguishment gain or losses and capitalized interest. Interest expense was $7.8 million and $9.0 million for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026, interest expense decreased primarily due to debt repurchases and redemption that lowered our outstanding debt balance compared to the prior year comparable period.

Interest income. Our interest income is generated from interest earned on cash and cash equivalents. Interest income was $0.7 million and $0.5 million for the three months ended March 31, 2026 and 2025, respectively. Interest income for the three months ended March 31, 2026 was higher compared to the prior year comparable period due to a higher average investment in money market funds.

Other income (expense), net. Our other income (expense), net is generated primarily from foreign currency and miscellaneous items. Other income (expense), net was $1.4 million and $(1.1) million for the three months ended March 31, 2026 and 2025, respectively. The change between periods was primarily attributable to exchange rate fluctuations on intercompany balances between periods in foreign subsidiaries that were in functional currencies other than the U.S. Dollar.

Income Taxes

Significant judgment is required in determining our provision for income taxes and in evaluating our tax positions on a worldwide basis. We believe our tax positions, including intercompany transfer pricing policies, are consistent with the tax laws in the jurisdictions in which we conduct our business. Certain of these tax positions have in the past been challenged, and this may have a significant impact on our effective tax rate if our tax reserves are insufficient.

Our effective tax rate is based on pre-tax income, statutory tax rates, tax regulations and different tax rates in the various jurisdictions in which we operate. The tax basis of our assets and liabilities reflect our best estimate of the tax benefits and costs we expect to realize. When necessary, we establish valuation allowances to reduce our deferred tax assets to an amount that will more likely than not be realized. 

On July 4, 2025, the budget reconciliation bill H.R. 1, referred to as the One Big Beautiful Bill Act (“OBBBA”), was signed into law. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions, including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. In addition to the OBBBA rules adopted in 2025, the Company implemented the new provisions effective for 2026 in the quarter ended March 31, 2026.

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

Our effective tax rate was 23.0% and 24.1% for the three months ended March 31, 2026 and 2025, respectively. The decrease in our effective income tax rate for the three months ended March 31, 2026 was primarily due to the impact of the

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OBBBA changes on international taxes as well as research and development tax credits and a change in the geographical mix of income, partially offset by an increase in the officer’s compensation limitation.

Liquidity and Capital Resources

Cash and Cash Equivalents

As of March 31, 2026, we had cash and cash equivalents of $92.3 million compared to $74.7 million as of December 31, 2025. The increase in cash and cash equivalents resulted primarily from cash provided by operations, partially offset by cash used for share repurchases and capitalized expenditures. As of March 31, 2026, cash and cash equivalents held within domestic and foreign jurisdictions were $25.5 million and $66.8 million, respectively.

2028 Senior Notes

On October 7, 2021, Consensus issued $500.0 million of 6.5% senior notes due in 2028 (the “2028 Senior Notes”), in a private placement offering exempt from the registration requirements of the Securities Act of 1933. In exchange for the equity interest in the Company, Consensus issued the 2028 Senior Notes to Ziff Davis. Ziff Davis then exchanged the 2028 Senior Notes with lenders under its credit agreement (or their affiliates) in exchange for extinguishment of a similar amount indebtedness under such credit agreement. The 2028 Senior Notes are presented as long-term debt, net of current portion, which is net of deferred issuance costs, on the Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025. The 2028 Senior Notes bear interest at a rate of 6.5% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, which commenced on April 15, 2022.

2025 Credit Agreement

On July 9, 2025, the Company entered into a Credit Agreement (the “2025 Credit Agreement”) with certain lenders party thereto (collectively, the “Lenders”) and U.S. Bank National Association, as agent (the “Agent”). Pursuant to the 2025 Credit Agreement, the Lenders have provided the Company with a senior secured revolving credit facility of $75.0 million (the “Revolving Credit Facility”) and a senior secured delayed-draw term loan facility of $150.0 million (the “DDTL Facility” and together with the Revolving Credit Facility, the “2025 Credit Facility”). The Company may borrow, repay and reborrow revolving loans at any time during the term of the facility. Borrowings under the DDTL Facility that are prepaid or repaid may not be reborrowed. The final maturity of the 2025 Credit Facility is scheduled to occur on July 10, 2028. The interest rates applicable to the loans made under the 2025 Credit Facility are, at the Company’s option, equal to either a base rate or the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin based on the total net leverage ratio (0.50% - 1.25% in the case of base rate loans and 1.50% - 2.25% in the case of SOFR loans).

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.

As of March 31, 2026, the Company had $148.1 million outstanding under the DDTL Facility and $64.0 million outstanding under the Revolving Credit Facility. As of March 31, 2026, the Company had $11.0 million available for future borrowing under the Revolving Credit Facility.

Material Cash Requirements

Our long-term contractual obligations generally include our debt and related interest payments, noncancellable operating leases as well as other commitments. As of March 31, 2026, we had $560.4 million in aggregate principal amount of indebtedness outstanding (see Note 7 - Long-Term Debt of the Notes to the Condensed Consolidated Financial Statements) and total minimum lease payments of $13.5 million, which had a weighted average remaining lease term of 4.5 years. As of March 31, 2026, our liability for uncertain tax positions was $14.9 million. Due to uncertainties in the timing of the amounts and timing of cash settlement with the taxing authorities, we are unable to make a reasonably reliable estimate of the timing of payments.

We currently anticipate that our existing cash and cash equivalents and cash generated from operations and financing activities will be sufficient to fund our anticipated needs for working capital, capital expenditures and stock and debt repurchases, if any, for at least the next 12 months and the foreseeable future.

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Debt Repurchase Program

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 March 31, 2026, the Company had retired an aggregate of $222.6 million in principal of its senior notes under this program.

Common Stock Repurchase Program

In March 2022, the Company’s Board of Directors approved a share buyback program, under which the Company was authorized to purchase in the public market or in off-market transactions up to $100.0 million worth of the Company’s common stock through February 2025. In February 2025, the Company’s Board of Directors authorized and approved a three-year extension of the share repurchase program through February 2028. The share buyback program may end before this date if the maximum amount of repurchases has been reached or at the discretion of the Company’s Board of Directors. The timing and amounts of purchases are determined by the Company, depending on market conditions and other factors it deems relevant. Shares may be repurchased through open market purchases or privately negotiated transactions, including through Rule 10b5-1 trading plans. During the three months ended March 31, 2026, the Company repurchased 600,497 shares under this program at an aggregate cost of $17.2 million (inclusive of excise tax of $0.2 million). During the three months ended March 31, 2025, the Company repurchased 1,471 shares under this program for a minimal amount. Cumulatively as of March 31, 2026, 2,699,307 shares have been repurchased under this program at an aggregate cost of $72.6 million (inclusive of excise tax of $0.5 million). The excise tax is assessed at 1% of the fair market value of net stock repurchases after December 31, 2022.

Vested Restricted Stock

At the time of certain vesting events related to restricted stock units that are held by participants in Consensus’ Equity Incentive Plan, a portion of the awards subject to vesting are withheld by the Company to satisfy the employees’ tax withholding obligations that arise upon the vesting of restricted stock. As a result, the number of shares issued upon vesting for these awards is net of the statutory withholding requirements that the Company pays on behalf of its employees. Although shares withheld are not issued, they are treated as common share repurchases in the Company’s condensed consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting. These shares do not count against the authorized capacity under the Company’s share repurchase program described above. During the three months ended March 31, 2026 and 2025, the Company withheld shares on its vested restricted stock units relating to its share-based compensation plans of 24,759 shares and 13,477 shares, respectively.

Cash Flows

Our primary sources of liquidity are cash flows generated from operations, together with cash and cash equivalents. Net cash provided by operating activities was $45.8 million and $40.9 million for the three months ended March 31, 2026 and 2025, respectively. Our operating cash flows resulted primarily from cash received from our customers offset by cash payments we made to third parties for their services and employee compensation. The increase in net cash provided by operating activities over the prior year comparable period was primarily attributable to increased income after excluding noncash items.

Net cash used in investing activities was $7.4 million and $12.2 million for the three months ended March 31, 2026 and 2025, respectively. For the three months ended March 31, 2026, net cash used in investing activities consisted of capital expenditures, primarily capitalized software development costs. For the three months ended March 31, 2025, net cash used in investing activities consisted of capital expenditures, primarily capitalized software development costs, and cash paid for investments. The decrease in our net cash used in investing activities over the prior year comparable period was attributable to the purchase of investments in the prior year period.

Net cash used in financing activities was $19.6 million and $10.1 million for the three months ended March 31, 2026 and 2025, respectively. For the three months ended March 31, 2026, net cash used in financing activities is primarily attributable to our repurchases of common stock and our quarterly principal repayment of the DDTL Facility. For the three months ended March 31, 2025, net cash used in financing activities is primarily attributable to our repurchases of debt. The increase in net cash used in financing activities over the prior year comparable period was primarily attributable to an increase

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in repurchases of our common stock in the current year period, partially offset by cash outflows related to the repurchase of our debt in the prior year period.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The following discussion of the market risks we face contains forward-looking statements. Forward-looking statements are subject to risks and uncertainties. Actual results could differ materially from those discussed in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. Consensus undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Readers should carefully review the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2025, as well as in other documents we file from time to time with the SEC, including the Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K filed or to be filed by us in 2026.

Interest Rate Risk

Our cash and cash equivalents are not subject to significant interest rate risk due to the short maturities of these instruments. As of March 31, 2026, the carrying value of our cash and cash equivalents approximates fair value. Our return on these investments is subject to interest rate fluctuations.

As of March 31, 2026 and December 31, 2025, we had cash and cash equivalent investments, primarily in money market funds and cash held in foreign and domestic bank accounts, of $92.3 million and $74.7 million, respectively. We do not have interest rate risk on our 2028 Senior Notes as these notes have a fixed interest rate. Borrowings made under our 2025 Credit Facility incur interest at a variable interest rate based on SOFR plus an applicable margin and therefore are subject to interest rate risk. As of March 31, 2026, assuming the outstanding balance on our variable rate debt remains constant, we estimate that a hypothetical 100 basis point increase or decrease in the applicable SOFR rate would result in an increase or decrease of approximately $2.1 million in our interest expense for the next 12 months.

We cannot ensure that future interest rate movements will not have a material adverse effect on our future business, prospects, financial condition, operating results and cash flows. To date, we have not entered into interest rate hedging transactions.

Foreign Currency Risk

Our principal exposure to foreign currency risk relates to investment and intercompany debt in foreign subsidiaries that transact business in functional currencies other than the U.S. Dollar, primarily the Euro and the Japanese Yen. If we are unable to settle our short-term intercompany debts in a timely manner, we remain exposed to foreign currency fluctuations.

As we expand our international presence, we become further exposed to foreign currency risk by entering new markets with additional foreign currencies. The economic impact of currency exchange rate movements is often linked to variability in real growth, inflation, interest rates, governmental actions and other factors. These changes, if material, could cause us to adjust our financing and operating strategies.

As currency exchange rates change, translation of the income statements of the international businesses into U.S. Dollars affects year-over-year comparability of operating results, the impact of which is immaterial to the comparisons set forth in this Form 10-Q.

Historically, we have not hedged translation risks because cash flows from international operations were generally reinvested locally; however, we may do so in the future. Our objective in managing foreign exchange risk is to minimize the potential exposure to changes that exchange rates might have on earnings, cash flows and our financial position. We currently do not have derivative financial instruments for hedging, speculative or trading purposes and therefore are not subject to such hedging risk. However, we may in the future engage in hedging transactions to manage our exposure to fluctuations in foreign currency exchange rates.

Foreign exchange gain (loss) was $1.4 million and $(1.1) million for the three months ended March 31, 2026 and 2025, respectively. The change in foreign exchange gain (loss) was primarily attributable to the translation of certain intra-entity balances in foreign currencies.

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Cumulative translation (loss) gain, included in other comprehensive income, was $(3.6) million and $4.4 million for the three months ended March 31, 2026 and 2025, respectively.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures    

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the principal executive officer and the principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the quarterly period ended March 31, 2026. Based on this evaluation, our CEO and CFO concluded that, as of March 31, 2026, our disclosure controls and procedures were effective, at a reasonable assurance level.

Limitations on the Effectiveness of Controls

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based on certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

(b) Changes in Internal Controls

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) which occurred during the first quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II - Other Information

Item 1. Legal Proceedings

See Note 8 - Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements (Part I, Item 1) for information regarding certain legal proceedings in which we are involved.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part 1, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as well as in other documents we file from time to time. There have been no material changes to the risk factors from those described in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)     Unregistered Sales of Equity Securities

None.

(b)    Issuer Purchases of Equity Securities

On March 1, 2022, the Company’s Board of Directors approved a share buyback program. Under this program, the Company was authorized to purchase in the public market or in off-market transactions up to $100.0 million worth of the

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Company’s common stock through February 2025, which was subsequently extended through February 2028. The timing and amounts of purchases are determined by the Company, depending on market conditions and other factors it deems relevant. For further information on our share repurchases, refer to Note 11 - Stockholders’ Equity of the Notes to the Condensed Consolidated Financial Statements (Part I, Item 1).

The following table summarizes the share repurchase activity for the three months ended March 31, 2026:

			Total Number of Shares Purchased			Average Price Paid Per Share (1)			Total Number of Shares Purchased as Part of Publicly Announced Plans or Program			Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program
												(in thousands)
January 1 - 31, 2026			90,150			$	22.20		90,150			$	42,866
February 1 - 28, 2026			263,457			29.07			263,457			35,207
March 1 - 31, 2026			246,890			29.78			246,890			27,855
			600,497						600,497			27,855

(1) Average price paid per share includes costs associated with the repurchases, but excludes the 1% excise tax accrued on our share repurchases as a result of the Inflation Reduction Act of 2022.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(c)    Trading Plans

None.

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Item 6. Exhibits

Exhibit Number			Description
3.1			Amended and Restated Certificate of Incorporation of Consensus Cloud Solutions, Inc.(incorporated by reference to Ex. 3.1 to Consensus’ Current Report on Form 8-K filed with the Commission on October 8, 2021, File No. 001-40750).
3.2			Amended and Restated Bylaws of Consensus Cloud Solutions, Inc. (incorporated by reference to Ex. 3.2 to Consensus’ Current Report on Form 8-K filed with the Commission on October 8, 2021, File No. 001-40750).
31.1*			Rule 13a-14(a) Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*			Rule 13a-14(a) Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**			Section 1350 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101			The following financial information from Consensus Cloud Solutions, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, (ii) Condensed Consolidated Statements of Income for the three months ended March 31, 2026 and 2025, (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025, (v) Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended March 31, 2026 and 2025, and (vi) the Notes to Condensed Consolidated Financial Statements.
104*			Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith ** Furnished herewith

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

						Consensus Cloud Solutions, Inc.
Date:			May 7, 2026			By:			/s/ R. SCOTT TURICCHI
									R. Scott Turicchi
									Chief Executive Officer and Director
									(Principal Executive Officer)
Date:			May 7, 2026			By:			/s/ ADAM VARON
									Adam Varon
									Chief Financial Officer
									(Principal Financial Officer)
Date:			May 7, 2026			By:			/s/ KAREL KRULICH
									Karel Krulich
									Chief Accounting Officer
									(Principal Accounting Officer)

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FAQ

How did Consensus Cloud Solutions (CCSI) perform financially in Q1 2026?

Consensus Cloud Solutions posted higher profit in Q1 2026, with revenue of $88.5 million and net income of $24.7 million. Diluted EPS increased to $1.30, reflecting better gross margins and lower interest expense compared with the same quarter in 2025.

What were the key revenue trends for CCSI’s Corporate and SoHo segments?

Corporate revenue grew to $58.7 million, up about 8%, while SoHo revenue declined to $29.7 million, down roughly 9%. This continued shift toward higher-value Corporate accounts supports higher average revenue per account, even as SoHo customer churn and revenue pressure persist.

How much debt and cash does Consensus Cloud Solutions have?

Consensus Cloud Solutions reported $560.4 million in total debt principal at March 31, 2026, mainly 2028 senior notes and borrowings under the 2025 credit facility. The company held $92.3 million in cash and cash equivalents, supported by strong operating cash flow in the quarter.

What did CCSI generate in operating cash flow in Q1 2026?

Operating activities provided $45.8 million of cash in Q1 2026, up from $40.9 million a year earlier. This cash flow funded capital expenditures of $7.4 million, reduced debt via scheduled term-loan repayments, and supported significant share repurchases during the quarter.

How active was Consensus Cloud Solutions’ share repurchase program in Q1 2026?

In Q1 2026, Consensus Cloud Solutions repurchased 600,497 shares for $17.2 million, including excise tax. Cumulatively, the company has bought back 2,699,307 shares for $72.6 million under its $100 million authorization, which now extends through February 2028.

What is CCSI’s customer base and average revenue per account?

As of Q1 2026, Consensus Cloud Solutions served about 710,000 customer accounts, with Corporate ARPA at $305.59 and SoHo ARPA at $15.46. The customer mix has tilted toward Corporate accounts, supporting higher consolidated ARPA of $41.80.