Acquisitions and Equity Investments

9 Months Ended

Sep. 30, 2025

Business Combination [Abstract]

Acquisitions and Equity Investments

6. Acquisitions and Equity Investments

RFQ Hub Holdings LLC Acquisition

In May 2022, the Company acquired a minority ownership stake in RFQ–hub Holdings LLC (“RFQ-hub”), an entity formed with a consortium of market participants to support the growth of a multi-asset request for quote platform. In April 2024, the Company entered into a Unit Purchase Agreement with Virtu Financial Operating LLC and RFQ-hub to purchase a controlling stake of RFQ–hub (the “2025 RFQ-hub Acquisition”). The 2025 RFQ-hub Acquisition was completed on May 9, 2025 (the “Acquisition Date”).

Between May 2022 and the Acquisition Date, the Company possessed significant influence over RFQ–hub and accounted for its investment under the equity method of accounting. The Company’s investment was recorded at carrying value within prepaid expenses and other assets on the Consolidated Statements of Financial Condition and the Company’s proportionate share of RFQ–hub’s net earnings was recorded within equity in earnings of unconsolidated affiliate on the Consolidated Statements of Operations.

Following the Acquisition Date, the Company holds a 90.3% controlling stake in RFQ-hub, subject to the call and put rights and incentive agreements described below under “−Redeemable Noncontrolling Interest.” The 2025 RFQ-hub Acquisition is being accounted for as a business combination under ASC 805, Business Combinations. The 2025 RFQ-hub Acquisition cash consideration totaled $38.1 million.

The Company has performed a preliminary valuation analysis of the fair market values of its previously-held interests in RFQ-hub and of the assets and liabilities of RFQ-hub and its wholly-owned subsidiaries. The final purchase price allocation will be determined when the Company has completed its evaluation of the valuation analysis. The final allocation could differ materially from the preliminary allocation and may include changes in (i) allocations to acquired intangible assets; (ii) goodwill; (iii) redeemable noncontrolling interest; and (iv) other assets and liabilities. During the third quarter of 2025, the Company made measurement period adjustments to the purchase price and fair values of assets acquired. The following table sets forth the components and the allocation of the purchase price for the business combination and summarizes the fair values of the assets acquired and liabilities assumed at the Acquisition Date and the purchase price adjustments recorded:

	Preliminary			Purchase Price Adjustments			Adjusted
Previously held interests in RFQ-hub:
Carrying value of previously held interest	$	34,878		$	—		$	34,878
Fair value of previously held interest on Acquisition Date		34,321			(455	)		33,866
Loss on remeasurement of previously held interest		(557	)		(455	)		(1,012	)
Purchase price allocation:
Cash consideration at closing	$	38,069		$	—		$	38,069
Fair value of previously held interest on Acquisition Date		34,321			(455	)		33,866
Fair value of remaining noncontrolling interests on Acquisition Date		13,755			(3,390	)		10,365
Total purchase price		86,145			(3,845	)		82,300
Acquired cash		(1,554	)		—			(1,554	)
Purchase price, net of acquired cash		84,591			(3,845	)		80,746
Intangible assets		(30,300	)		100			(30,200	)
Accounts receivable		(4,333	)		—			(4,333	)
Prepaid expenses and other assets		(2,466	)		1,392			(1,074	)
Accounts payable, accrued expenses and other liabilities		1,822			—			1,822
Goodwill	$	49,314		$	(2,353	)	$	46,961

RFQ-hub’s assets and liabilities were measured at estimated fair values on the Acquisition Date. Estimates of fair value represent management’s best estimate and require significant judgment about future events and uncertainties. Third-party valuation specialists were engaged to assist in the valuation of these assets and liabilities. The redeemable noncontrolling interests were valued using an option pricing model. The acquired developed technology and customer relationships intangible assets were valued using the relief-from-royalty method and multi-period excess earnings method, respectively. The fair values of the intangible assets acquired are as follows:

	Costs (in thousands)		Useful Lives
Developed technology	$	16,900	5 years
Customer relationships		12,600	15 years
Tradename - finite life		700	10 years
Total	$	30,200

The goodwill recognized in connection with the 2025 RFQ-hub Acquisition is primarily attributable to the acquisition of an assembled workforce and expected future technology and synergies from the integration of the operations of RFQ-hub into the Company's operations. Approximately $19.5 million of the goodwill recognized in connection with the 2025 RFQ-hub Acquisition is expected to be deductible for income tax purposes.

Pro forma financial information and current period results for the 2025 RFQ-hub Acquisition were not material to the Company’s consolidated financial statements and therefore have not been presented.

Redeemable Noncontrolling Interest

The Second Amended and Restated Limited Liability Company Agreement of RFQ-Hub Holdings LLC (the “RFQ-hub LLC Agreement”) contains a call right under which the Company may, during certain pre-set periods, require the noncontrolling equity holders of RFQ-hub to sell their interest to the Company at the fair market value of RFQ-hub as determined at the time this right is exercised (the “Call Right”). The RFQ-hub LLC Agreement also contains a put right under which the noncontrolling equity holders may, during certain periods after expiration of the availability of the Call Right, require the Company to purchase their interests at the fair market value of RFQ-hub as determined at the time this right is exercised. The redeemable noncontrolling interest is classified as temporary equity on the Consolidated Statements of Financial Condition and is recorded at fair value.

In addition, pursuant to certain incentive agreements, the Company and the noncontrolling equity holders of RFQ-hub may earn additional equity interests in RFQ-hub based on certain performance metrics. The Company records expense for the additional equity interests earned by the noncontrolling equity holders based on the fair market value of these equity units as of the Acquisition Date. The expense recorded by the Company for the nine months ended September 30, 2025 was $1.2 million and is included within other, net on the Consolidated Statements of Operations, with a corresponding increase to redeemable noncontrolling interest.

The following table is a summary of the changes in redeemable noncontrolling interest for the nine months ended September 30, 2025:

	(In thousands)
Balance at December 31, 2024	$	—
Redeemable noncontrolling interests assumed through the 2025 RFQ-hub Acquisition		10,365
Net income attributable to noncontrolling interests		128
Issuance of noncontrolling interests		1,240
Balance at September 30, 2025	$	11,733