Definitive Healthcare Corp. Stock Compensation Disclosure

2021 Incentive Equity Plan

The Definitive Healthcare Corp. 2021 Equity Incentive Plan (the “2021 Plan”) was adopted in September 2021. The types of grants available under the 2021 Plan include stock options (both incentive and non-qualified), stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and stock-based awards.

The aggregate number of shares of Class A common stock available for grant under the 2021 Plan was 10,922,313 shares at December 31, 2025. The outstanding RSUs granted under this plan have time-based and/or performance-based vesting criteria.

2023 Inducement Plan

The Definitive Healthcare Corp. 2023 Inducement Plan (the “Inducement Plan” and, collectively with the 2021 Plan, the “Equity Plans”) was adopted in September 2023 for the purpose of granting equity-based awards to individuals who were not previously employees or directors of the Company. The Inducement Plan provides for the grant of equity-based awards in the form of nonstatutory stock options, SARs, RSAs, RSUs, and dividend equivalent rights.

The aggregate number of shares of Class A common stock available for grant under the Inducement Plan was 1,503,666 shares at December 31, 2025. The outstanding RSUs granted under this plan have time-based and/or performance-based vesting criteria.

Time-Based RSUs

Outstanding time-based RSUs granted under the 2021 Plan generally vest partially on the one-year anniversary of each grant and quarterly over the subsequent two- or three-year period. Outstanding time-based RSUs granted under the Inducement Plan generally vest partially in annual and quarterly increments over the subsequent two-, three-, or four-year periods.

During the year ended December 31, 2025, the Company accelerated the vesting of 1,493,547 previously unvested time-based RSUs in connection with executive-level award modifications and terminations. Remaining unvested shares held by the award holders were forfeited upon separation, as applicable, and the modifications resulted in incremental stock-based compensation charges of approximately $3.2 million during the year ended December 31, 2025.

During the year ended December 31, 2024, the Company accelerated the vesting of 779,024 previously unvested time-based RSUs, along with 67,937 previously unvested LLC Units in connection with the departures of certain executive-level employees. Remaining unvested shares held by the award holders were forfeited upon separation, and the modifications resulted in incremental stock-based compensation charges of approximately $4.2 million during the year ended December 31, 2024.

During the year ended December 31, 2023, the Company accelerated the vesting of 99,662 previously unvested time-based RSUs in connection with restructuring plans announced during the year, along with the departure of two management-level employees. The incremental stock-based compensation expense resulting from the modifications was not material and any unvested time-based RSUs and PSUs held by the individuals were forfeited upon separation.

Performance-Based RSUs (“Performance Stock Units” or “PSUs”)

The Company periodically grants PSUs under the Equity Plans to certain members of the Company’s senior management team subject to the satisfaction of annual and cumulative performance conditions and/or market conditions established by the human capital management and compensation committee of the Board. PSUs granted under the Equity Plans generally vest over three years, subject to the achievement of certain performance targets, market conditions, and/or continued service.

Expense for PSU awards is recognized when it becomes probable that performance measures triggering vesting will be achieved.

PSUs with Market Conditions

During the year ended December 31, 2025, the Company granted 1,544,724 PSUs to certain executives with a relative total stockholder return (“TSR”) component, pursuant to the 2021 Plan. These awards vest based on the satisfaction of certain service conditions, market conditions, and performance-based conditions measured over a cumulative three-year period ended December 31, 2027. The earned payout of these PSUs, if at all, will range from 0% to 200% of target, based upon achievement of certain cumulative performance goals, which include revenue and adjusted EBITDA margin targets determined by the Company with a relative TSR multiplier up to plus or minus 20%. For fiscal year 2025, the revenue and adjusted EBITDA margin targets have been determined, with the fiscal year 2026 and 2027 targets to be determined within 75 days following the end of the previous applicable fiscal year, and the three-year cumulative performance targets set in 2027. In accordance with ASC 718, Compensation - Stock Compensation, the grant date for these PSUs can only be established when a mutual understanding of the terms of the award are established, including the specific targets for the cumulative performance period being explicitly defined in 2027. In addition, the awards are not forfeited in the event an interim annual target for 2025 or 2026 is not attained and accordingly, there is no service inception date prior to the grant date. Accordingly, measurement of stock-based compensation attributed to these PSUs will be based on the grant date fair value using a Monte-Carlo valuation model once the grant date is determined, with the resulting stock-based compensation expense recorded over the substantive service period in 2027.

In June 2024, the Company granted PSUs to its Chief Executive Officer with performance criteria related to the Company’s achievement of certain stock price hurdles over a four-year period. These PSUs subject to the performance criteria will become earned and eligible to vest in four vesting tranches over the performance period. As these PSUs vest based on the achievement of market conditions, the grant date fair values were determined using a Monte-Carlo valuation model. The Monte-Carlo valuation model considered a variety of potential future share prices for the Company as well as its peer companies in the selected market index. Expense for these awards is recognized ratably over the requisite service period based on the fair value of the award.

In February 2024, the Company granted PSUs to its Executive Chairman with performance criteria related to the relative ranking of the TSR of the Company’s common stock for the cumulative three-year performance period return relative to the TSR of certain peer companies within the Nasdaq Software & Services Index. TSR will be measured based on the 45-trading-day average closing stock price on the first day of the performance period compared to the 45-trading-day average closing stock price on the last day of such period, inclusive of applicable cash dividend payments. These PSUs subject to the performance criteria will cliff vest after three years, subject to the satisfaction of the performance criteria and the executive’s continued employment through the performance period. PSUs may vest in a range between 0% and 200%, based on the satisfaction of performance, and no shares will be issued if the minimum applicable performance metric is not achieved. As these PSUs vest based on the achievement of market conditions, the grant date fair values were determined using a Monte-Carlo valuation model. The Monte-Carlo valuation model considered a variety of potential future share prices for the Company as well as its peer companies in the selected market index. Expense for these awards is recognized ratably over the requisite service period based on the fair value of the award.

The Company recognized approximately $2.3 million, $4.3 million, and $2.5 million in stock-based compensation expense associated with PSUs with market conditions during the years ended December 31, 2025, 2024, and 2023, respectively.

During the year ended December 31, 2025, the Company accelerated the vesting of 82,216 previously unvested PSUs. These modifications occurred in connection with departures of certain executive-level employees. Remaining unvested shares held by the award holders were forfeited upon separation, and the modifications did not result in any material incremental stock-based compensation expense charges during the year ended December 31, 2025.

During the year ended December 31, 2024, the Company accelerated the vesting of 58,565 previously unvested performance-based PSUs. These modifications occurred in connection with departures of certain executive-level employees. Remaining unvested shares held by the award holders were forfeited upon separation, and the modifications resulted in incremental stock-based compensation charges of approximately $2.9 million during the year ended December 31, 2024.

2019 Incentive Equity Plan

The AIDH Topco, LLC 2019 Equity Incentive Plan (the “2019 Plan”) was utilized prior to the Reorganization Transactions and the IPO for the issuance of equity awards in the form of Class B Units to or on behalf of employees, consultants, directors, managers, or others providing services to the Company. In connection with the Reorganization Transactions and the IPO, unvested Class B Units held directly by employees of the Company or indirectly through AIDH Management Holdings, LLC, were exchanged for unvested LLC Units (held directly or indirectly through AIDH Management Holdings, LLC) based on their respective participation thresholds and the IPO price of $27.00 per share. The Company no longer grants any awards under the 2019 Plan, and all outstanding awards were fully vested as of December 31, 2025.

During the year ended December 31, 2024, the Company accelerated the vesting of 67,937 previously unvested LLC Units (held indirectly through AIDH Management Holdings, LLC). These modifications occurred in connection with departures of certain executive-level employees. Any remaining unvested LLC Units (held indirectly through AIDH Management Holdings, LLC) were forfeited upon separation, and the modifications resulted in incremental stock-based compensation charges of approximately $0.5 million during the year ended December 31, 2024.

During the year ended December 31, 2023, in connection with the departure of three management-level employees during the year, the Company accelerated the vesting of 50,772 previously unvested LLC Units (held indirectly through AIDH Management Holdings, LLC). The incremental stock-based compensation expense was not material and any unvested LLC Units (held indirectly through AIDH Management Holdings, LLC) were forfeited upon separation.

Equity-Based Compensation Expense

Equity-based compensation expense is allocated to all departments in the accompanying consolidated statements of operations based on the recipients of the compensation. A summary of the expense by line item in the consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023, is provided in the following table.

The Company recognized $24.8 million, $28.9 million, and $39.4 million in stock-based compensation expense associated with RSUs in the years ended December 31, 2025, 2024, and 2023, respectively. Total unrecognized expense for these awards was estimated to be $36.5 million at December 31, 2025 and is expected to be recognized over a weighted-average period of approximately 2.7 years.

The Company recognized $4.3 million, $6.6 million, and $4.6 million in stock-based compensation expense associated with PSUs in the years ended December 31, 2025, 2024, and 2023, respectively. Total unrecognized expense for these awards was estimated to be $4.1 million at December 31, 2025 and is expected to be recognized over a weighted-average period of approximately 1.6 years.

The Company recorded less than $0.1 million, $2.6 million, and $4.7 million in stock-based compensation expense associated with LLC Units in the years ended December 31, 2025, 2024, and 2023, respectively.