Business Combinations

6 Months Ended

Jun. 30, 2026

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

Business Combinations

Business Combinations

On October 31, 2025, the Company acquired MarshBerry Holding Company, LLC. The purchase price allocation remains preliminary as of June 30, 2026 and may change during the measurement period (not to exceed one year from the acquisition date) as the Company finalizes, among other items, valuations of identified intangible assets, and related deferred tax amounts. The Company recorded measurement-period adjustments to goodwill of $4.5 million during the three months ended June 30, 2026 related to updates to the purchase price allocation.

The following table summarizes the preliminary allocation of consideration transferred to the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date (in thousands) and measurement period adjustments recorded during the six months ended June 30, 2026:

	October 31, 2025		Measurement period adjustment		October 31, 2025
Identifiable assets acquired:
Cash and cash equivalents	$	3,531			$	3,531
Receivables	50,276				50,276
Prepaid expenses and other assets	2,793		(584)		2,209
Property and equipment, net	3,939		(307)		3,632
Other intangible assets	127,092				127,092
Right-of-use lease asset	6,953				6,953
Total fair value of identifiable assets acquired	194,584		(891)		193,693
Liabilities assumed:
Accounts payable and accrued expenses	(120,117)		(16)		(120,133)
Compensation payable	(8,809)				(8,809)
Deferred revenue	(1,453)				(1,453)
Deferred tax liability	(1,489)				(1,489)
Lease liability and other liabilities	(6,952)				(6,952)
Total fair value of liabilities assumed:	(138,820)		(16)		(138,836)
Total fair value of identifiable net assets acquired:	55,764		(907)		54,857
Goodwill	209,622		4,527		214,149
Noncontrolling interests	(7,420)				(7,420)
Total consideration transferred:	$	257,966	$	3,620	$	261,586

The business combination included a contingent consideration arrangement structured as an earnout based on the achievement of future financial performance. The applicable contingent consideration liability is initially recorded at fair value on the acquisition date and is included in accounts payable, accrued expenses and other liabilities on the condensed consolidated balance sheets. The fair value of the contingent consideration liability is remeasured at each reporting period, with changes in fair value recognized in other operating expenses in the condensed consolidated statements of comprehensive income (loss). The Company recognized no material change in the fair value of contingent consideration during the six months ended June 30, 2026.