Definitive Healthcare TRA holders waive control payout

TRA holders waive early termination payments for certain change-of-control deals signed by December 31, 2026, while preserving other TRA payment rights.

Rhea-AI Filing Summary

Definitive Healthcare Corp. (DH) reports that the holders under its existing Tax Receivable Agreement (TRA) have agreed among themselves to an irrevocable waiver of any right to receive an Early Termination Payment in connection with a Qualifying Change of Control, defined as a Change of Control whose definitive merger agreement is executed on or before December 31, 2026.

For any such Qualifying Change of Control that is consummated, the TRA will terminate in accordance with its terms, and the TRA parties will take actions reasonably necessary to effect that termination. All other rights under the TRA, including rights to tax benefit payments for taxable years ending prior to, with, or including the consummation of a Qualifying Change of Control, remain unchanged. Definitive Healthcare is not a party to this waiver; it is being described for informational purposes under Regulation FD.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Qualifying Change of Control deadline: December 31, 2026 Tax Receivable Agreement date: September 14, 2021

2 metrics

Qualifying Change of Control deadline December 31, 2026 Definitive merger agreement must be executed on or before this date to qualify for the waiver of Early Termination Payments

Tax Receivable Agreement date September 14, 2021 Date of the Tax Receivable Agreement referenced in the waiver

Key Terms

Tax Receivable Agreement, Early Termination Payment, Change of Control, Regulation FD

4 terms

Tax Receivable Agreement financial

"Definitive Healthcare Corp. is party to a tax receivable agreement"

A contract in which a company agrees to pay a specified party (often former owners after a spinoff or IPO) a share of future tax savings the company realizes. Think of it like agreeing to share a future tax refund with someone who helped create the conditions for that refund. For investors it matters because those payments reduce the cash the company can use for dividends, buybacks, or reinvestment, and therefore affect valuation and returns.

Early Termination Payment financial

"have irrevocably waived ... the right ... to receive an Early Termination Payment"

Change of Control financial

"in connection with any Change of Control (as defined in the TRA)"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Regulation FD regulatory

"the dissemination of such information is required by Regulation FD"

Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Definitive Healthcare Corp. (DH) disclose about its Tax Receivable Agreement?

Definitive Healthcare disclosed that TRA holders have irrevocably waived their right to receive an Early Termination Payment for any Qualifying Change of Control, while keeping other rights to tax benefit payments under the TRA in place.

What is a Qualifying Change of Control for DH under this disclosure?

A Qualifying Change of Control is a Change of Control transaction for which the definitive merger agreement is executed on or before December 31, 2026, as referenced in the Tax Receivable Agreement and the waiver.

What happens to the Tax Receivable Agreement for DH if a Qualifying Change of Control is completed?

If a Qualifying Change of Control is consummated, the Tax Receivable Agreement will terminate in accordance with its terms, and the TRA parties will take actions reasonably necessary to effect that termination.

Does the waiver affect all rights of TRA holders related to DH?

No. The waiver only covers the right to an Early Termination Payment in connection with a Qualifying Change of Control. TRA holders’ other rights, including rights to tax benefit payments for relevant taxable years, remain unaffected.

Is Definitive Healthcare Corp. (DH) a party to the TRA waiver?

No. Definitive Healthcare states that it is not a party to the waiver. The waiver is among the TRA holders themselves, and the company is voluntarily providing this information under Regulation FD.

Does DH consider this TRA waiver information to be filed under the Exchange Act?

No. The company states the information is furnished, not filed under the Exchange Act, is not subject to Section 18 liabilities, and is not incorporated by reference into Securities Act or Exchange Act filings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/09/2026 - 08:30 AM Accepted by SEC EDGAR 09/09/2026 - 08:30 AM Learn about SEC filing dates

false000186179500018617952026-09-092026-09-09

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):

September 9, 2026

Definitive Healthcare Corp.

(Exact name of Registrant as Specified in Its Charter)

Commission File Number 001-40815
Delaware		86-3988281
(State of Incorporation)		(IRS Employer Identification No.)
	492 Old Connecticut Path, Suite 401
	Framingham, Massachusetts 01701
	(Address of Principal Executive Offices)

(508) 720-4224

Registrant’s telephone number, including area code

Not Applicable

(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:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Class A Common Stock, $0.001 par value		DH		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 7.01 Regulation FD Disclosure.

As previously disclosed, Definitive Healthcare Corp. (the “Company”) is party to a tax receivable agreement, dated as of September 14, 2021 (the “TRA”), with AIDH TopCo, LLC, certain affiliates of Advent International, L.P. (collectively, “Advent”), certain affiliates of Spectrum Equity Management, L.P. (collectively, “Spectrum Equity”), certain affiliates of 22C Capital LLC (collectively, “22C Capital”), Jason Krantz (“Mr. Krantz”), and certain other parties thereto (together with Advent, Spectrum Equity, 22C Capital, and Mr. Krantz, the “TRA Holders”). The Company is voluntarily disclosing that representatives of the TRA Holders, acting on behalf of the applicable TRA Holders, have irrevocably waived, pursuant to written agreements between the TRA Holders, the right of such TRA Holders to receive an Early Termination Payment (as defined in the TRA) pursuant to Section 4.1(c) of the TRA in connection with any Change of Control (as defined in the TRA) for which the definitive merger agreement is executed on or prior to December 31, 2026 (a “Qualifying Change of Control”) and, upon the consummation of a Qualifying Change of Control, the TRA will terminate in accordance with its terms and the TRA Parties agree to take such actions as are reasonably necessary to effect such termination upon the consummation of a Qualifying Change of Control (the “Waiver”). Except for this limited Waiver, the TRA Holders’ rights under the TRA, including rights to tax benefit payments with respect to taxable years ending prior to, with, or including the consummation of any such transaction, remain unaffected. The Company is not a party to the Waiver.

The information furnished in this Item 7.01 on this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. Furthermore, the furnishing of information in this Item 7.01 on this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein is material or that the dissemination of such information is required by Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

104 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.

		DEFINITIVE HEALTHCARE CORP.
September 9, 2026		By:	/s/ Casey Heller
Date		Name:	Casey Heller
		Title:	Chief Financial Officer

Filing Exhibits & Attachments

1 document

Other Documents

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