Held for Sale

9 Months Ended

Sep. 30, 2025

3.	Held for Sale

Assets and liabilities to be disposed of by sale are classified as “held for sale” if their carrying amounts are principally expected to be recovered through a sale transaction rather than through continuing use. The classification occurs when the disposal group is available for immediate sale and the sale is probable. These criteria are generally met when an agreement to sell exists, or management has committed to a plan to sell the assets within one year. Disposal groups are measured at the lower of carrying amount or fair value less costs to sell, and long-lived assets included within the disposal group are not depreciated or amortized. The fair value of a disposal group, less any costs to sell, is assessed each reporting period it remains classified as held for sale and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the carrying value of the disposal group. When the net realizable value of a disposal group increases during a period, a gain can be recognized to the extent that it does not increase the value of the disposal group beyond its original carrying value when the disposal group was reclassified as held for sale.

On January 2, 2025, the Company completed the sale of its Mavely entity to Clout.io Holdings, Inc. for $230 million in cash and shares of the purchaser’s common stock, subject to certain adjustments as set forth in the purchase agreement, including post-closing determination of net working capital and other elements of the purchase price. Following the completion of certain payments to other equity holders in Mavely and the payment of certain transaction expenses, the Company received net proceeds of $193.7 million and equity interest with an estimated fair value of $6.1 million. The Company received an additional payment of $2.7 million in the second quarter of 2025 and received an additional $1.7 million in the third quarter of 2025. The estimated fair value was based on observable price changes and is classified as a level 3 fair value measurement and is accounted for under the measurement alternative described in ASC 321-10-35-2 for equity securities that lack readily determinable fair values. In the first quarter of 2025, the Company recorded a gain on sale of $176.2 million.

During the first quarter of 2025, the Company recorded $5.2 million of stock-based compensation expense related to profit interest units issued to the Mavely founders. This expense should have been recorded in the fourth quarter of 2024 when the performance conditions became probable of vesting. The impact of the adjustment to correct this item was immaterial to the current and prior period financial statements.

As of December 31, 2024, the Mavely disposal group, consisting of $26.9 million of current assets, $22.2 million of long-term assets, $13.9 million of current liabilities and $1.3 million of long-term liabilities within the Company’s Rhyz Other segment, was classified as “Current assets held for sale”, “Long-term assets held for sale”, “Current liabilities held for sale” and “Long-term liabilities held for sale” in the Consolidated Balance Sheet. The Company determined that as of December 31, 2024, the disposal group met the criteria for classification as held for sale but did not meet the criteria for classification as discontinued operations. The Company recognized income (loss) before provision for income taxes for the Mavely disposal group of $0 and $2.0 million for the three months ended September 30, 2025 and 2024, respectively and $0 and $1.0 million for the nine months ended September 30, 2025 and 2024, respectively.

The total assets and liabilities of the Mavely disposal group that met the classification of held for sale in the Company’s Consolidated Balance sheet are as follows (U.S. dollars in thousands):

	December 31, 2024
Assets
Current assets
Accounts receivable, net	$	26,455
Prepaid expenses and other		481
Total current assets held for sale		26,936

Property and equipment, net		1,668
Goodwill		12,602
Other intangible assets, net⁽¹⁾		7,934
Total long-term assets held for sale	$	22,204
Liabilities
Current liabilities
Accounts payable	$	208
Accrued expenses		13,711
Total current liabilities held for sale		13,919

Other liabilities		1,325
Total long-term liabilities held for sale		1,325

(1)	Net of accumulated amortization of $8.4 million as of December 31, 2024.