Summary

  • Advent reports 62,493,676 Class A shares, or 58.54% of the 106,744,713 Class A shares outstanding on 6 August 2026.
  • Jason Krantz reports 22,497,978 beneficially owned shares, or 17.6%, but his denominator adds 21,299,157 Class A shares he may receive for vested LLC Units and 41,457 award shares issuable within sixty days.
  • The filings put a possible combined numerator of 84,991,654 over that expanded 128,085,327 denominator, producing 66.36%. Both parties say the filing is not an admission that a legal group exists.
  • The 2024 Voting Agreement does not cap all Advent votes at 40.3%. It makes only repurchase-generated incremental power above that level vote proportionally with non-Advent votes; other voting securities remain discretionary.
  • Advent’s non-binding $1.02 proposal covers Class A shares and Definitive OpCo Units not already owned by Advent or Krantz. Multiplying $1.02 by every outstanding Class A share therefore states the wrong cash perimeter.
  • Krantz has not signed a rollover obligation. The proposal assumes rollover, while his Schedule 13D says he may modify or withdraw his consideration. An independent Special Committee has made no decision.

One way to read the proposal announced by Definitive Healthcare is as a price: $1.02 in cash for each publicly held Class A share and the equivalent for each outside unit of AIDH TopCo, the company’s operating partnership. A more useful reading begins before price. It asks which interests sit inside the cash perimeter, which remain with the sponsor and founder, and what kind of power each percentage measures.

That order matters because Definitive Healthcare uses an Up-C structure. Public investors hold Class A shares in the listed corporation. Pre-IPO holders can retain LLC Units in Definitive OpCo, paired with Class B shares. Vested units may be exchanged one-for-one for newly issued Class A shares, with the associated Class B share cancelled. The corporation operates and consolidates the OpCo, but the securities ledger has more than one layer.

The proposed transaction touches those layers differently. Advent offers cash for interests it and Krantz do not already own. Krantz is expected to roll his interests into the surviving company. Advent’s own shares remain on the buyer side of the perimeter. The independent committee decides whether there is a transaction worth recommending. A single percentage cannot describe all four positions.

The sponsor’s denominator contains only outstanding Class A

The Advent Schedule 13D reports 62,493,676 Class A shares. It divides that holding by 106,744,713, the Class A count outstanding on 6 August and disclosed in the June-quarter 10-Q. The result is 58.54498%, presented as 58.54%.

This is a conventional outstanding-share denominator. It does not add shares that Krantz could obtain by exchanging his units. It does not add his near-vesting awards. It does not pretend all outstanding OpCo interests have already converted into listed stock.

The numerator is also a bundle of funds rather than one legal holder. The filing lists 26 direct positions controlled through Advent structures. Their sum is the reported 62,493,676. For beneficial-ownership reporting, Advent LP and its general partner may be deemed to have voting and dispositive power over the bundle. That reporting conclusion is important, but it still does not answer how every share may be voted in every circumstance.

The founder’s 17.6% creates shares only for its own denominator

The Krantz Schedule 13D is built differently. Its numerator has three parts: 1,157,364 Class A shares held directly or through DH Holdings; 21,299,157 Class A shares issuable at his election for an equal number of vested LLC Units; and 41,457 Class A shares issuable when specified awards vest within sixty days. Together they are 22,497,978.

Rule 13d-3 then puts securities the holder can acquire within sixty days into that holder’s beneficial ownership. The denominator therefore becomes:

106,744,713 + 21,299,157 + 41,457 = 128,085,327.

The quotient is 17.5648%, reported as approximately 17.6%. This is not dilution forecast for everyone. It is a holder-specific reporting construction. The potential shares enter Krantz’s numerator and denominator because he can obtain them; the same potential shares did not enter Advent’s separately reported denominator.

That is why adding 58.54 and 17.6 is invalid. Percentages can be added only when their units and base are compatible. Here one fraction is 62,493,676 / 106,744,713; the other is 22,497,978 / 128,085,327. The signs are the same. The measuring sticks are not.

The 66.36% filing reconciles the fractions without proving a group

Each Schedule 13D says Advent and Krantz may be deemed to form a group because of the proposal. The reported combined numerator is straightforward:

62,493,676 + 22,497,978 = 84,991,654.

The combined percentage uses the expanded denominator:

84,991,654 / 128,085,327 = 66.3555%.

That produces the disclosed 66.36%. The apparent subtraction from 76.14% is not a loss of ownership. It is the removal of a denominator error.

The legal qualifier is just as important as the arithmetic. Advent declares that the filing is not an admission that its reporting persons are members of a group with Krantz. Krantz makes the corresponding declaration. The prudent description is therefore “possible group as reported under the applicable rules,” not “the controlling group owns 66.36%.” A proposal premise and parallel filings can trigger disclosure without settling the ultimate legal character of the arrangement.

Nor is 66.36% a clean vote count. Most of Krantz’s reported beneficial ownership consists of Class A shares he could receive by exchanging vested LLC Units. Before exchange, each unit is paired with a Class B share carrying one vote; after exchange, that Class B share is cancelled and one Class A share appears. His 41,457 near-vesting award shares are included in beneficial ownership but are not yet outstanding votes. Other Class B shares exist outside his position. A transaction record date would require an actual Class A and voting Class B ledger, not the shortcut of importing a Schedule 13D percentage.

The 40.3% boundary is caused by buybacks, not ownership alone

Advent’s 58.54% appears to collide with another number in its filing: 40.3%. The collision disappears when the Voting Agreement is read as a causal rule rather than a headline cap.

The agreement was signed in November 2024 alongside a company repurchase authorisation. It defines the Current Voting Level as 40.3% of total voting power. If company repurchases reduce outstanding Common Stock and thereby give Advent incremental power above that level, the resulting Excess Voting Securities must be voted in the same proportion as votes cast by stockholders outside Advent.

The agreement expressly preserves discretion for Voting Securities that are not Excess Voting Securities. It also does not forbid Advent from acquiring additional securities outside the defined replacement limit. The proportional rule attaches to a particular increment created by a particular cause: authorised repurchases. It is not a general statement that everything above 40.3% is sterilised.

There is even a narrow release valve. Advent may request a waiver for a specific vote or written consent. Only a majority of independent and disinterested directors, or a majority of an independent committee, may grant it. The waiver would apply only to that action. Thus the vote ledger has at least three buckets: discretionary non-excess power, proportional excess power and any specifically waived excess power.

This design answers an old governance problem. A company can buy back shares from the market and increase a large holder’s percentage without that holder buying anything. The contract stops that mechanically created increment from automatically becoming unilateral voting leverage. It does not unwind Advent’s economic ownership or rewrite the rest of its votes.

The $1.02 applies to the unowned perimeter

The proposal letter offers $1.02 per Class A share and an equivalent amount per Definitive OpCo Unit, but only for interests not already owned by Advent and Krantz. Advent describes that figure as a 36% premium to a 60-day volume-weighted average price of $0.75 at 31 August. It also says the proposal is not subject to a financing condition.

Multiplying $1.02 by 106,744,713 would give about $108.9 million, but it would pay cash to the buyer-side Advent shares and founder shares that the letter excludes. A dated Class A-only reconciliation produces a smaller outside slice:

106,744,713 − 62,493,676 − 1,157,364 = 43,093,673 shares.

At $1.02, that slice is $43,955,546.46. It is not the deal price. The proposal also includes OpCo Units held by people other than Advent and Krantz. The public documents do not provide a final closing quantity, award treatment or a definitive sources-and-uses schedule. The arithmetic is valuable only because it proves that both the all-Class-A multiplication and the Class-A-only outsider multiplication are incomplete descriptions of the prospective consideration.

The corporate headline is therefore unusually sensitive to perimeter. The same OpCo unit can carry an economic interest and a paired Class B vote before exchange, become Class A after exchange, be rolled if Krantz owns it, or receive cash if an outside holder owns it. Price follows holder and transaction treatment, not merely security label.

Rollover is the missing ownership agreement

Advent says its proposal is premised on Krantz rolling all his Class A shares and Definitive OpCo Units into equity of the surviving company. That premise helps explain why his interests are excluded from the cash offer and why the filings discuss a possible group.

It is not yet a promise. Krantz says he expects actively to consider rollover, subject to negotiation of a definitive agreement, rollover terms and a Special Committee recommendation. He reserves the right to modify or withdraw that consideration at any time and says no binding obligation exists.

The distinction determines who bears price risk. A cash seller fixes an exit price if the deal closes. A rollover holder exchanges a public position for a private one whose governance, liquidity, leverage and future exit rights depend on documents not yet filed. Until those terms exist, assigning Krantz a final percentage in the surviving company is invention.

The Special Committee is the other unresolved authority. Its 2 September release says it consists entirely of disinterested and independent directors. It will assess the proposal with independent advisers, has made no decision, gives no assurance that any transaction or alternative will occur and asks stockholders to take no action.

That leaves five different statements, all true at once: Advent reports a majority Class A position; Krantz reports holder-specific convertible beneficial ownership; the parties may be deemed a 66.36% group; some repurchase-created Advent votes are contractually proportional; and no binding going-private transaction exists. The market loses information when it compresses them into “insiders control two-thirds.”

Sources