Schedule 13D: Definitive Healthcare Founder Flags Advent Buyout Bid

The news

Jason Ronald Krantz, executive chairman of Definitive Healthcare Corp. and founder of Breachway Capital, filed a Schedule 13D on September 2, 2026, converting his ownership reporting from the short-form Schedule 13G. The trigger was a non-binding proposal submitted on September 1 by the Advent Funds, which already beneficially own about 58.54% of the company.

According to Item 4, Advent proposed to acquire all Class A common stock and LLC Units it does not already own, other than those held by Krantz, for $1.02 per share in cash and an equivalent amount per LLC Unit. The proposal depends on Krantz rolling over his equity into the surviving company and is subject to approval by a special committee and to regulatory approvals.

Krantz reported beneficial ownership of 22,497,978 Class A shares, or 17.6% of the class. Most of that figure, 20,451,027 shares, reflects LLC Units held through DH Holdings that can be exchanged one-for-one into Class A stock. The rest includes 450,000 shares held by DH Holdings, 707,364 shares held directly, 848,130 shares from directly held LLC Units, and 41,457 shares from equity awards vesting within 60 days.

Our analysis

The switch from Schedule 13G to Schedule 13D is the signal here. A 13G is available to holders without plans to influence control. Once a founder becomes a necessary participant in a buyout, that passive posture no longer fits, and the more detailed 13D disclosure becomes mandatory.

The structure makes Krantz central to the deal. Advent’s proposal is premised on his rollover, which means the founder and the controlling holder would be on the buy side, while the special committee represents the remaining public shareholders. Together, Advent’s 58.54% and Krantz’s 17.6% stake account for about three-quarters of the company on the beneficial ownership figures disclosed, though the two percentages are calculated on different bases and should not be added precisely.

The 13D also details existing arrangements that bear on the deal. Under a tax receivable agreement, the company pays certain pre-IPO holders 85% of the cash tax savings it realizes from exchanges of LLC Units, and Krantz holds a nominating right for one board seat while he owns at least 5%. How the tax receivable agreement is treated in a take-private is often a significant economic term for the public holders.

The registration rights agreement and the LLC Unit exchange mechanics also matter. Because most of Krantz’s position sits in exchangeable units rather than Class A shares, a take-private would need to treat unit holders and Class A holders consistently, which the proposal addresses by offering an equivalent amount per LLC Unit.

Krantz said no binding obligations exist, that he may change or withdraw his position, and that he may consider other transactions if the Advent proposal does not proceed.

Room for disagreement

One view is that a buyout led by the controlling holder, with founder support, offers public shareholders a clear exit at a time when the stock was trading at a low absolute price. Another is that a transaction where both the controlling holder and the founder sit on the buy side carries obvious conflicts, and that the special committee’s independence and its ability to negotiate a higher price, or to reject the deal, will determine whether minority holders are treated fairly. Whether the deal is conditioned on approval by a majority of unaffiliated holders will be a key term to watch.

What to watch

Watch for formation and advisers of the special committee, a definitive merger agreement and the related merger 8-K, any condition requiring approval by a majority of the minority, the treatment of the tax receivable agreement, and further 13D amendments from Krantz or Advent disclosing rollover terms.