Business Combinations

9 Months Ended

Sep. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Business Combinations

BUSINESS COMBINATIONS

Cyral, Inc. ("Cyral")

On March 17, 2025, the Company completed the acquisition of the share capital of Cyral, a provider of database activity monitoring (DAM) software that uses agentless and stateless interception technology, which will be combined with the Company's database security capabilities. The acquisition was accounted for as a business combination in accordance with ASC No. 805, "Business Combinations." The transaction price was for $25,486 in cash and comprised of the fair value of total consideration transferred ("Purchase Price") and an aggregate conditional consideration to be paid, subject to employee retention. From the purchase price, $3,502 was held back for potential indemnification claims. The conditional consideration will be recorded as research and development compensation expense in the condensed consolidated statements of operations.

The following table summarizes the allocation of the purchase price to the fair value of the tangible and intangible assets acquired and liabilities assumed as of the acquisition date (in thousands, except useful life):

	Purchase Price Allocation		Estimated Weighted Average Useful Life
	(unaudited)		(in years)
Net tangible assets acquired	$	396
Developed technology & non-compete intangible assets	6,040		9
Goodwill	16,615
Total purchase price	$	23,051

The fair value of the developed technology intangible asset of $6,000 was estimated using the multi-period excess earnings method, which utilizes assumptions including projected future revenue generated from the acquired developed technology, projected profit margin, discount rate, and the technology obsolescence curve. The excess of the purchase price and liabilities assumed over the fair value of tangible and identifiable intangible assets acquired was recorded as goodwill. The Company believes the goodwill represents the synergies expected from expanded market opportunities when integrating the business with the Company's offerings. The goodwill is deductible for income tax purposes. The allocation of the purchase price for the acquisition is not finalized as of September 30, 2025, and is subject to adjustment as the Company completes the valuation analysis of the acquisition. Acquisition-related costs of $662 are included in general and administrative expenses in the condensed consolidated statements of operations.

The pro forma results of operations related to this acquisition have not been disclosed, as they are immaterial to the Company's condensed consolidated financial statements.

SlashNext, Inc. ("SlashNext")

On August 28, 2025, the Company completed the acquisition of the share capital of SlashNext, an AI-native email security provider that detects advanced phishing and social engineering attacks, which will be integrated with the Company's technology platform and MDDR offering. The acquisition was accounted for as a business combination in accordance with ASC No. 805, "Business Combinations." The transaction price was for $105,953 in cash and comprised of the fair value of total consideration transferred and an aggregate conditional consideration to be paid, subject to employee retention, along with the settlement of a $4,156 pre-existing relationship. The conditional consideration will be recorded as research and development compensation expense in the condensed consolidated statements of operations.

The following table summarizes the allocation of the purchase price to the fair value of the tangible and intangible assets acquired and liabilities assumed as of the acquisition date (in thousands, except useful life):

	Purchase Price Allocation		Estimated Weighted Average Useful Life
	(unaudited)		(in years)
Net tangible assets (liabilities) acquired	$	(1,779)
Developed technology intangible asset	8,400		7
Customer relationship intangible asset	3,400		10
Goodwill	95,426
Total purchase price	$	105,447

The fair values of the developed technology and customer relationship intangible assets were estimated using the following methods, respectively (including valuation assumptions): relief from royalty (projected future revenue generated from the acquired developed technology, royalty and discount rates and the technology obsolescence curve) and the multi-period excess earnings method (projected future revenue generated from the acquired customers, projected profit margin, discount rate and the customer survival curve). The excess of the purchase price and liabilities assumed over the fair value of tangible and identifiable intangible assets acquired was recorded as goodwill. The Company believes the goodwill represents the synergies expected from expanded market opportunities when integrating the business with the Company's offerings. The goodwill is not deductible for income tax purposes. The allocation of the purchase price for the acquisition is not finalized as of September 30, 2025, and is subject to adjustment as the Company completes the valuation analysis of the acquisition. Acquisition-related costs of $1,396 are included in general and administrative and research and development expenses in the condensed consolidated statements of operations.

The pro forma results of operations related to this acquisition have not been disclosed, as they are immaterial to the Company's condensed consolidated financial statements.