Definitive Healthcare Discloses TRA Waiver for Qualifying Change of Control

What Happened Definitive Healthcare Corp. filed an 8‑K (Item 7.01) on September 9, 2026 to voluntarily disclose that representatives of the parties to its September 14, 2021 tax receivable agreement (the “TRA”) have irrevocably waived the right to receive an Early Termination Payment under Section 4.1(c) of the TRA for any Change of Control where the definitive merger agreement is executed on or before December 31, 2026 (a “Qualifying Change of Control”). The Company states the TRA will terminate upon consummation of a Qualifying Change of Control and the TRA parties will take steps reasonably necessary to effect that termination. The Company itself is not a party to the waiver.

Key Details

• The TRA was entered into on September 14, 2021 and involves AIDH TopCo, LLC, affiliates of Advent International, Spectrum Equity, 22C Capital, Jason Krantz, and other TRA holders.
• Representatives of the TRA holders irrevocably waived the right to an Early Termination Payment for transactions where the definitive merger agreement is executed by December 31, 2026.
• Except for this limited waiver, the TRA holders’ rights to tax benefit payments for taxable years ending prior to, with, or including the consummation of any such transaction remain unchanged.
• The company filed the disclosure under Regulation FD (Item 7.01) and signed the report on September 9, 2026 (Casey Heller, CFO).

Why It Matters For investors, this disclosure clarifies the treatment of the TRA in the event of a sale or similar Change of Control completed from now through the end of 2026: the specified TRA holders will not seek an early termination cash payment tied to such a qualifying transaction, and the TRA will be terminated per its terms at closing. That could affect the timing and amount of TRA‑related cash flows that might otherwise be due on an early-terminated transaction, which is relevant to valuation and deal negotiations. No dollar amounts were disclosed in the filing.