Fair Value Measurements

6 Months Ended

Jun. 30, 2026

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

ASC Topic 820, Fair Value Measurement, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes valuation techniques to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities recorded at fair value are categorized within the fair value hierarchy based upon the level of judgment associated with the inputs used to measure their value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy are described below.

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company held a money market account with a fair value equal to its carrying value of $4.3 million and $4.2 million as of June 30, 2026 and December 31, 2025, respectively. The money market account is categorized as a Level 1 asset in the fair value hierarchy and is included in cash and cash equivalents in the condensed consolidated balance sheets.

The Company held no Level 2 assets or liabilities as of June 30, 2026 and December 31, 2025, except for the Company’s outstanding credit facility disclosed in Note 13.

In October 2024, the Company recorded an earnout liability in connection with the acquisition of TCG Corporate Finance GmbH. At June 30, 2026 and December 31, 2025, the liability held a fair value of $9.8 million and $13.3 million, respectively. The liability is categorized as a Level 3 liability as it is based on projected future revenues, which is an unobservable input that is significant to the fair value measurement.

In October 2025, the Company recorded earnout liabilities in connection with the acquisition of MarshBerry Holding Company, LLC (the “MarshBerry Acquisition”) (see Note 15: Business Combinations). At June 30, 2026 and December 31, 2025, the liabilities held a fair value of $19.7 million and $19.8 million, respectively, and are categorized as Level 3 liabilities as they are based on projected future revenues, which are unobservable inputs that are significant to the fair value measurements.

The Company assesses the levels of assets and liabilities measured at fair value at each measurement date. Transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer. The Company recorded no transfers among Levels 1, 2 and 3 during the six months ended June 30, 2026 or June 30, 2025.