Spectrum board nomination rights end at Definitive Healthcare (DH)

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Definitive Healthcare Corp. reported that it has ended a prior governance arrangement with an affiliate of Spectrum. The company and SE VII DHC AIV, L.P. entered into a termination agreement on April 3, 2026 that permanently and irrevocably ended their 2021 Nominating Agreement.

That Nominating Agreement had allowed Spectrum, while it beneficially owned at least 5% of the company’s outstanding common stock, to designate one person for inclusion in the board slate (the “Spectrum Designee”). Jeff Haywood, the Spectrum Designee, resigned from the board on March 30, 2026, and the nominating rights have now been fully terminated.

8-K Event Classification

Item 1.02 — Termination of a Material Definitive Agreement

1 item

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Key Figures

Original Nominating Agreement date: September 17, 2021 Spectrum Designee resignation date: March 30, 2026 Nominating Agreement termination date: April 3, 2026

3 metrics

Original Nominating Agreement date September 17, 2021 Date the Nominating Agreement between Definitive Healthcare and Spectrum was dated

Spectrum Designee resignation date March 30, 2026 Date Jeff Haywood, the Spectrum Designee, resigned from the board

Nominating Agreement termination date April 3, 2026 Date the termination agreement permanently ended the Nominating Agreement

Key Terms

Material Definitive Agreement, Nominating Agreement, Beneficial Owner

3 terms

Material Definitive Agreement regulatory

"Item 1.02 Termination of a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Nominating Agreement financial

"were parties to a Nominating Agreement, dated September 17, 2021"

Beneficial Owner financial

"so long as Spectrum and/or its Affiliates were the Beneficial Owner of at least 5% of the total number of shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Understanding 8-K Material Events →

04/09/2026 - 04:05 PM

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):

April 3, 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 1.02 Termination of a Material Definitive Agreement.

Definitive Healthcare Corp. (the “Company”) and SE VII DHC AIV, L.P. (“Spectrum”), were parties to a Nominating Agreement, dated September 17, 2021 (the “Nominating Agreement”). The Nominating Agreement provides that, so long as Spectrum and/or its Affiliates were the Beneficial Owner of at least 5% of the total number of shares of Common Stock outstanding, the Nominating Agreement granted Spectrum, among other things, the right to designate one (1) person for inclusion in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company (the “Spectrum Designee”).

On March 30, 2026, Jeff Haywood, the Spectrum Designee, resigned from the board of directors, and, on April 3, 2026, the Company and Spectrum entered into a termination agreement that permanently and irrevocably terminated the Nominating Agreement in its entirety.

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.

April 9, 2026	By:	/s/ Jonathan Paris
Date	Name:	Jonathan Paris
	Title:	Chief Legal Officer and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What governance change did Definitive Healthcare (DH) disclose in this 8-K?

Definitive Healthcare disclosed that it permanently terminated its Nominating Agreement with SE VII DHC AIV, L.P. on April 3, 2026. That agreement had granted Spectrum a board nomination right tied to its beneficial ownership level in the company’s common stock.

What was the purpose of Definitive Healthcare’s Nominating Agreement with Spectrum?

The Nominating Agreement allowed Spectrum, while it beneficially owned at least 5% of Definitive Healthcare’s outstanding common stock, to designate one person for inclusion in the company’s recommended slate of director nominees, referred to as the Spectrum Designee, for election by stockholders.

When did the Spectrum Designee resign from Definitive Healthcare’s board?

Jeff Haywood, who served as the Spectrum Designee under the Nominating Agreement, resigned from Definitive Healthcare’s board of directors on March 30, 2026. His resignation preceded the April 3, 2026 termination of the governance agreement with Spectrum.

When was the Nominating Agreement between Definitive Healthcare and Spectrum originally signed?

The Nominating Agreement between Definitive Healthcare Corp. and SE VII DHC AIV, L.P. was dated September 17, 2021. It governed Spectrum’s rights to designate one director nominee while meeting a minimum beneficial ownership threshold in the company’s common stock.

Who signed this Definitive Healthcare 8-K on behalf of the company?

The report was signed on behalf of Definitive Healthcare Corp. by Jonathan Paris, who is identified as the company’s Chief Legal Officer and Secretary. His signature indicates he was the duly authorized officer executing the disclosure under the Securities Exchange Act of 1934.

Filing Exhibits & Attachments

1 document