Fair Value Measurements

3 Months Ended

Mar. 31, 2026

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

The Company’s financial assets and liabilities measured at fair value on a recurring basis were as follows:

	As of March 31, 2026
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Money market investments (1)	$	—	$	7,527	$	—	$	7,527
Marketable equity securities (2)	966,719		—		—		966,719
Other current investments (3)	—		5,982		—		5,982
Total Financial Assets	$	966,719	$	13,509	$	—	$	980,228
Liabilities
Contingent consideration liabilities (4)	$	—	$	—	$	1,223	$	1,223
Interest rate swaps (5)	—		1,672		—		1,672
Mandatorily redeemable noncontrolling interest (6)	—		—		7,636		7,636
Total Financial Liabilities	$	—	$	1,672	$	8,859	$	10,531

	As of December 31, 2025
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Money market investments (1)	$	—	$	5,251	$	—	$	5,251
Marketable equity securities (2)	1,081,938		—		—		1,081,938
Other current investments (3)	—		7,032		—		7,032
Total Financial Assets	$	1,081,938	$	12,283	$	—	$	1,094,221
Liabilities
Contingent consideration liabilities (4)	$	—	$	—	$	1,526	$	1,526
Interest rate swaps (5)	—		2,289		—		2,289
Mandatorily redeemable noncontrolling interest (6)	—		—		8,401		8,401
Total Financial Liabilities	$	—	$	2,289	$	9,927	$	12,216

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(1)	The Company’s money market investments are included in cash and cash equivalents and the value considers the liquidity of the counterparty.
(2)	The Company’s investments in marketable equity securities are held in common shares of U.S. corporations that are actively traded on U.S. stock exchanges. Price quotes for these shares are readily available.
(3)	Includes mutual funds, which are valued using a market approach based on the quoted market prices of the security or inputs that include quoted market prices for similar instruments.
(4)	Included in Current liabilities held for sale and Noncurrent liabilities held for sale as of March 31, 2026. The balances were included in Accounts payable, vehicle floor plan payable and accrued liabilities and Other Liabilities as of December 31, 2025. The Company determined the fair value of the contingent consideration liabilities using either a Monte Carlo simulation, Black-Scholes model, or probability-weighted analysis depending on the type of target included in the contingent consideration requirements (revenue, EBITDA, client retention). All analyses included estimated financial projections for the acquired businesses and acquisition-specific discount rates.
(5)	Included in Other Liabilities. The Company utilized a market approach model using the notional amount of the interest rate swaps multiplied by the observable inputs of time to maturity and market interest rates.
(6)	The fair value of the mandatorily redeemable noncontrolling interest is based on the fair value of the underlying subsidiaries owned by GHC One and GHC Two, after taking into account any debt and other noncontrolling interests of its subsidiary investments. The fair value of the owned subsidiaries is determined using enterprise value analyses which include an equal weighing between guideline public company and discounted cash flow analyses.

The following tables provide a reconciliation of changes in the Company’s financial liabilities measured at fair value on a recurring basis, using Level 3 inputs:

(in thousands)	Contingent consideration liabilities		Mandatorily redeemable noncontrolling interest
As of December 31, 2025	$	1,526	$	8,401
Changes in fair value (1)	—		(669)
Capital contributions	—		4
Accretion of value included in net income (1)	21		—
Settlements or distributions	(299)		(100)
Foreign currency exchange rate changes	(25)		—
As of March 31, 2026	$	1,223	$	7,636

(in thousands)	Contingent consideration liabilities		Mandatorily redeemable noncontrolling interest
As of December 31, 2024	$	1,419	$	159,548
Changes in fair value (1)	—		66,407
Capital contributions	—		80
Accretion of value included in net income (1)	46		—
Settlements or distributions	—		(205,315)
Foreign currency exchange rate changes	20		—
As of March 31, 2025	$	1,485	$	20,720

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(1) Changes in fair value and accretion of value of contingent consideration liabilities are included in Selling, general and administrative expenses and the changes in fair value of mandatorily redeemable noncontrolling interest is included in Interest expense in the Company’s Condensed Consolidated Statements of Operations.

Mandatorily Redeemable Noncontrolling Interest. The mandatorily redeemable noncontrolling interest represents the ownership portion of a group of minority shareholders, consisting of a group of current and former senior managers of the healthcare business, in subsidiaries of GHG. The Company established GHC One and GHC Two as vehicles to invest in a portfolio of healthcare businesses together with the group of senior managers of GHG. As the holder of preferred units, the Company is obligated to contribute 95% of the capital required for the acquisition of portfolio investments with the remaining 5% of the capital coming from the group of senior managers. The operating agreements of GHC One and GHC Two require the dissolution of the entities on March 31, 2026, and March 31, 2029, respectively, at which time the net assets will be distributed to its members. As a preferred unit holder, the Company will receive an amount up to its contributed capital plus a preferred annual return of 8% (guaranteed return) after the group of senior managers has received the redemption of their 5% interest in net assets (manager return). All distributions in excess of the manager and guaranteed return will be paid to common unit holders, which currently comprise the group of senior managers of GHG. The Company may convert its preferred units to common units at any time after which it will receive 80% of all distributions in excess of the manager return, with the remaining 20% of excess distributions going to the group of senior managers as holders of the other common units. The mandatorily redeemable noncontrolling interest related to GHC One is reported as a current liability at March 31, 2026 and December 31, 2025 in the Condensed Consolidated Balance Sheets. The mandatorily redeemable noncontrolling interest related to GHC Two is reported as a noncurrent liability at March 31, 2026 and December 31, 2025 in the Condensed Consolidated Balance Sheets.

Other. During the first quarter of 2026, in connection with the classification of the KLG disposal group as held for sale, the Company recognized total impairment charges of $19.0 million, consisting of a $1.0 million goodwill impairment charge and an $18.0 million impairment charge related to the asset group held for sale. The Company used a market approach to estimate the fair value of the KLG disposal group (see Note 2 and 6).