UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 28, 2026
Definitive Healthcare Corp.
(Exact name of Registrant as Specified in Its Charter)
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Commission File Number 001-40815 |
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Delaware |
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86-3988281 |
(State of Incorporation) |
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(IRS Employer Identification No.) |
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492 Old Connecticut Path, Suite 401 |
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Framingham, Massachusetts 01701 |
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(Address of Principal Executive Offices) |
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(508) 720-4224 |
Registrant’s telephone number, including area code |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
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Trading
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Name of Each Exchange on Which Registered |
Class A Common Stock, $0.001 par value |
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DH |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Executive Officer
On August 28, 2026, the Board of Directors (the “Board”) of Definitive Healthcare Corp. (the “Company”) appointed Clay Ritchey as the Company’s Chief Executive Officer and as a member of the Board, effective September 8, 2026.
Mr. Ritchey, age 55, most recently served as Advisor to the Board of Verato since June 2026, following his tenure as Chief Executive Officer of Verato, a leading master data management company, from April 2021 to May 2026. Prior to Verato, Mr. Ritchey held senior leadership positions at multiple healthcare-focused technology companies, including serving as Chief Executive Officer of Evariant from March 2017 to April 2020 (prior to its acquisition by Healthgrades), Chief Marketing Officer of Imprivata from October 2013 to March 2017, and Chief Executive Officer of Equinox Healthcare from April 2010 to April 2013 (where he led the sale of the company to AxelaCare Health Solutions). Earlier in his career, Mr. Ritchey held senior marketing and go-to-market positions with Hill-Rom and Kronos. Mr. Ritchey served on the boards of directors of Verato, Evariant and Equinox Healthcare from April 2021 to May 2026, March 2017 to April 2020, and April 2010 to April 2013, respectively. Each of these companies was privately held.
In connection with Mr. Ritchey’s appointment, the Company entered into an employment agreement with Mr. Ritchey, dated August 28, 2026 (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Ritchey will receive an annual base salary of $500,000 and will be eligible to participate in the Company’s annual bonus program with a target bonus of 87.5% of base salary. Mr. Ritchey will also be eligible to receive annual equity awards under the Company’s 2021 Equity Incentive Plan, with an initial annual target of no less than $2,000,000. In connection with his appointment, Mr. Ritchey will receive equity awards with an aggregate target grant date value of $4,000,000 (the “New Hire Equity Incentive”), consisting of (a) 65% time-based restricted stock units with a target grant date value of $2,600,000, subject to four-year vesting with a one-year cliff and quarterly vesting thereafter, and (b) 35% performance-based restricted stock units with a target grant date value of $1,400,000, subject to a three-year performance period and cliff vesting at the end of the performance period. The number of shares subject to the New Hire Equity Incentive will be determined based on the Company’s stock price, calculated using a 30-trading-day trailing volume-weighted average price starting from the grant date.
Under the Employment Agreement, in the event of a termination of Mr. Ritchey’s employment by the Company without “Cause” or by Mr. Ritchey for “Good Reason” (each as defined in the Employment Agreement), Mr. Ritchey will be entitled to (i) continuation of base salary for 12 months, (ii) a lump sum payment equal to any unpaid Annual Bonus (as defined in the Employment Agreement) earned for the immediately preceding calendar year plus the target Annual Bonus for the year of termination, (iii) acceleration of vesting of Time-Based Equity (as defined in the Employment Agreement) that would have vested during the 12-month period following termination, (iv) vesting of a prorated portion of Performance-Based Equity (as defined in the Employment Agreement) based on actual performance through the termination date, and (v) payment of COBRA premiums for up to 12 months. In the event of such a termination within three months before or 18 months following a “Change in Control” (as defined in the Employment Agreement), Mr. Ritchey will be entitled to (i) continuation of base salary for 18 months, (ii) a lump sum payment equal to any unpaid prior year Annual Bonus plus 1.5 times the target Annual Bonus, (iii) full acceleration of vesting of all Time-Based Equity, (iv) vesting of Performance-Based Equity at the greater of target performance or actual performance through the termination date, and (v) payment of COBRA premiums for up to 18 months. The receipt of severance benefits is subject to Mr. Ritchey’s execution of a general release of claims.
The Employment Agreement also requires Mr. Ritchey to comply with the Company’s standard agreements and policies relating to confidentiality, intellectual property, restrictive covenants, and workplace conduct.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
There are no family relationships between Mr. Ritchey and any director or executive officer of the Company, and there are no arrangements or understandings between Mr. Ritchey and any other person pursuant to which he was selected as Chief Executive Officer or as a member of the Board. There are no related person transactions within the meaning of Item 404(a) of Regulation S-K between Mr. Ritchey and the Company.
Separation of Chief Executive Officer
In connection with the appointment of Mr. Ritchey, on September 2, 2026, the Company announced that Kevin Coop has stepped down as the Company’s Chief Executive Officer and as a member of the Board, effective August 31, 2026. Mr. Coop’s departure is not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.
Mr. Coop’s departure constitutes a termination of employment without “Cause” for purposes of any employment, equity compensation or benefits agreement, plan or arrangement of the Company and its subsidiaries to which Mr. Coop is a party or in which Mr. Coop otherwise participates.
The Company expects to enter into a separation agreement with Mr. Coop in connection with his departure (the “Separation Agreement”). The Company will file an amendment to this Current Report on Form 8-K, or a new Current Report on Form 8-K, to disclose the material terms of the Separation Agreement within four business days after the Separation Agreement is executed.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1 |
Employment Agreement, dated August 28, 2026, by and between the Company and Clay Ritchey |
99.1 |
Press Release Dated September 2, 2026 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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DEFINITIVE HEALTHCARE CORP. |
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September 2, 2026 |
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By: |
/s/ Casey Heller |
Date |
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Name: |
Casey Heller |
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Title: |
Chief Financial Officer |
Definitive Healthcare Appoints Clay Ritchey as CEO
Mr. Ritchey brings more than 25 years of deep healthcare expertise to Definitive
Framingham, MA (September 2, 2026) – Definitive Healthcare Corp. (“Definitive Healthcare”) (Nasdaq: DH), an industry leader in healthcare market data and analytics, today announced that its Board of Directors has appointed Clay Ritchey as the Company’s next Chief Executive Officer and as a member of the Board of Directors, each effective September 8, 2026. Mr. Ritchey succeeds Kevin Coop, who departed as CEO and as a member of the Board of Directors, effective August 31, 2026. Mr. Coop had served as CEO since June 2024.
Jason Krantz, Chairman of the Board of Definitive Healthcare, said, “We are excited to welcome Clay as our new CEO. He is a visionary leader with more than 25 years of experience across the healthcare master data and technology markets. Clay has a proven track record of generating faster, durable, and profitable growth in his prior senior leadership roles. In addition, Clay has a deep conviction that AI is posed to fundamentally reshape healthcare and that Definitive Healthcare is uniquely positioned to lead that shift as the industry’s premier healthcare commercial intelligence player.”
Mr. Ritchey joins Definitive Healthcare after most recently serving as CEO of Verato, a leading healthcare master data management company. Prior to Verato, he held senior leadership positions at multiple healthcare focused companies, including as CEO of Evariant prior to its acquisition by Healthgrades, as CMO of Imprivata and CEO of Equinox Healthcare. Earlier in his career he held senior marketing and go-to-market positions with Hill-Rom and Kronos.
“I’m thrilled to be joining Definitive Healthcare to help accelerate the company’s return to growth,” said Mr. Ritchey. “Definitive Healthcare operates in a large and attractive market where our proprietary datasets and growing portfolio of solutions help customers solve critical business challenges that create extraordinary value. And with the upcoming release of our new AI powered platform, which combines our best-in-class healthcare data with conversational AI and workflows, our customers will be able to gain even more leverage and value from our powerful data assets. I’m excited to hit the ground running alongside our customers and employees to innovate faster and deliver consistent top and bottom-line growth.”
About Definitive Healthcare
Definitive Healthcare is a data and analytics company focused on the business side of healthcare. The healthcare market is complex — our data makes it clearer. We cut through the noise to deliver the insights that healthcare organizations and companies need to make smarter, faster, more strategic decisions. Because when our customers succeed, healthcare gets better for everyone. Learn more at definitivehc.com.
Forward-Looking Statements
This press release includes forward-looking statements that reflect our current views with respect to future events and financial performance. Such statements are provided under the “safe harbor” protection of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by words or phrases written in the future tense and/or preceded by words such as “likely,” “will,” “should,” “may,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “assumes,” “would,” “potentially” or similar words or variations thereof, or the negative thereof, references to future periods, or by the inclusion of forecasts or projections, but these terms are not the exclusive means of identifying such statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding our outlook, financial guidance, the benefits of our healthcare commercial intelligence solutions, our overall future prospects, customer behaviors and use of our solutions, the market, industry and macroeconomic environment, our plans to improve our operational and financial performance and our business, our ability to execute on our plans, customer growth, including our upsell and cross-sell opportunities, and our ability to successfully transition executive leadership. Forward-looking statements in this press release are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the following: global geopolitical tension and difficult macroeconomic conditions; actual or potential changes in international, national, regional and local economic, business and financial conditions, including tariffs, sanctions, trade barriers, recessions, fluctuating inflation, high interest rates, volatility in the capital markets and
related market uncertainty; our inability to acquire new customers and generate additional revenue from existing customers; our inability to generate sales of subscriptions to our platform or any decline in demand for our platform and the data we offer; the competitiveness of the market in which we operate and our ability to compete effectively; the failure to maintain and improve our platform, or develop new modules or insights for healthcare commercial intelligence; the inability to obtain and maintain accurate, comprehensive or reliable data, which could result in reduced demand for our platform; the loss of our access to our data providers; the failure to respond to advances in healthcare commercial intelligence; an inability to attract new customers and expand subscriptions of current customers; our ability to successfully transition executive leadership; and the possibility that our security measures are breached or unauthorized access to data is otherwise obtained. Additional factors or events that could cause our actual performance to differ from these forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual financial condition, results of operations, future performance and business may vary in material respects from the performance projected in these forward-looking statements.
For additional discussion of factors that could impact our operational and financial results, refer to our Quarterly Report on Form 10-Q for the three months ended June 30, 2026 that will be filed following this earnings release, as well as our Current Reports on Form 8-K and other subsequent SEC filings, which are or will be available on the Investor Relations page of our website at ir.definitivehc.com and on the U.S. Securities and Exchange Commission (“SEC”) website at www.sec.gov.
Additional factors or events that could cause our actual performance to differ from these forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual financial condition, results of operations, future performance and business may vary in material respects from the performance projected in these forward-looking statements.
All information in this press release speaks only as of the date on which it is made. We undertake no obligation to publicly update this information, whether as a result of new information, future developments or otherwise, except as may be required by law.
Website
Definitive Healthcare intends to use its website as a distribution channel of material company information. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website at definitivehc.com. Accordingly, you should monitor the investor relations portion of our website at ir.definitivehc.com in addition to following our press releases, SEC filings, and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Email Alerts” section of our investor relations page at ir.definitivehc.com.
Investor Contact:
Brian Denyeau
ICR for Definitive Healthcare
brian.denyeau@icrinc.com
646-277-1251
Media Contact:
Bethany Swackhamer
bswackhamer@definitivehc.com
