On November 20, 2024, we acquired Adlumin, Inc. (“Adlumin”) a Washington, D.C. based enterprise-grade security operations platform provider. The acquisition was structured as a merger transaction pursuant to which Adlumin became our indirect wholly-owned subsidiary. The aggregate consideration payable at closing of the transaction included $98.7 million in cash, subject to customary adjustments and funded with cash on hand, and the issuance of up to 1,570,762 shares of our common stock. Additionally, the former Adlumin shareholders have the right to receive $120.0 million in cash in installments of $52.5 million and $67.5 million on the first and second anniversaries of the closing date, respectively, and up to an aggregate of $30.0 million in potential cash earn-out payments payable in 2025 and 2026 based upon the achievement of certain performance metrics against defined targets for the 2024 and 2025 fiscal years.

The acquisition is intended to build upon our prior partnership with Adlumin providing extended detection and response (“XDR”) capabilities and managed detection and response (“MDR”) services, and allow us to incorporate Adlumin’s innovative technology with our industry-leading platform that combines security, unified endpoint management, and data protection solutions. We incurred net transaction related costs of $2.9 million during the year ended December 31, 2024, which are included in general and administrative expense. Goodwill and acquired identifiable intangible assets for this acquisition are not deductible for tax purposes. There were no measurement period adjustments recorded during the three months ended March 31, 2025, and the measurement period will conclude as of November 19, 2025.

The following table summarizes the amounts recognized for the assets acquired and liabilities assumed:


	(in thousands)
Current liabilities, net, including cash acquired of $52	$	(9,071)
Property and equipment, net	182
Non-current liabilities, net	(4,754)
Identifiable intangible assets
Developed technology	74,800
Customer relationships	5,400
Trademarks	300
Goodwill	160,362
Total assets acquired, net	$	227,219

The following table summarizes the total consideration for the assets acquired and liabilities assumed:


	(in thousands)
Cash paid	$	98,746
Settlement of pre-existing relationships	(312)
Deferred consideration	96,269
Equity consideration	14,678
Consideration payable in cash or equity	1,218
Contingent consideration	16,620
Total consideration, net	$	227,219

The following table summarizes the fair value of the acquired identifiable intangible assets and weighted-average useful life by category:


	Fair Value		Weighted-Average Useful Life
	(in thousands)		(in years)
Developed technology	$	74,800	5
Customer relationships	5,400		3
Trademarks	$	300	2
Total identifiable intangible assets	$	80,500

The fair value of the acquired developed technology intangible assets was determined using the multi-period excess earnings method under the income approach. The fair value of the acquired customer relationships intangible assets was determined using the distributor method under the income approach. The fair value of the acquired trademarks intangible assets was determined using the relief-from-royalty method under the income approach.

The results of operations related to Adlumin since the acquisition date are included in our Consolidated Financial Statements during the year ended December 31, 2024. As noted above, total consideration includes the former Adlumin shareholders’ right to receive $120.0 million in cash in installments of $52.5 million and $67.5 million on the first and second anniversaries of the closing date, respectively, and up to an aggregate of $30.0 million in potential cash earn-out payments payable in 2025 and 2026 based upon the achievement of certain performance metrics against defined targets for the 2024 and 2025 fiscal years. Of the $120.0 million of deferred consideration, $7.0 million and $7.8 million are contingent upon certain employees’ continued employment on the first and second anniversaries of the closing date, respectively. These amounts are accounted for as compensation expense for post-combination services. The deferred and contingent consideration liabilities will be reevaluated periodically, but at least quarterly, to assess the impact of the passage of time, continued employment, and achievement of certain performance metrics against defined targets, as applicable. The resulting gains or additional expense related to the passage of time are recognized within interest expense, net and the resulting gains or additional expense related to continued employment and achievement of certain performance metrics against defined targets are recognized within general and administrative expense in our Consolidated Statements of Operations, respectively. At the date of acquisition, the fair value of the deferred consideration was $96.3 million. As of December 31, 2024, the fair value of the deferred consideration was $98.1 million, resulting in the recognition of expense of $1.8 million for the year ended December 31, 2024. As of March 31, 2025, the fair value of the deferred consideration is $101.8 million, resulting in the recognition of expense of $3.7 million for the three months ended March 31, 2025. The current portion of the deferred consideration of $46.1 million, of which $2.2 million is contingent upon continued employment, is included in “current deferred consideration” and the non-current portion of $55.7 million, of which $1.2 million is contingent upon continued employment, is included in “non-current deferred consideration” in our Consolidated Balance Sheets as of March 31, 2025. The current portion of the deferred consideration of $44.5 million, of which $0.8 million is contingent upon continued employment, is included in “current deferred consideration” and the non-current portion of $53.7 million, of which $0.4 million is contingent upon continued employment, is included in “non-current deferred consideration” in our Consolidated Balance Sheets as of December 31, 2024. At the date of acquisition, the fair value of the contingent consideration was $16.6 million. As of December 31, 2024, the fair value of the contingent consideration was $14.1 million, resulting in the recognition of a gain of $2.6 million for the year ended December 31, 2024. As of March 31, 2025, the fair value of the contingent consideration is $14.8 million, resulting in the recognition of expense of $0.7 million for the three months ended March 31, 2025. The contingent consideration is included in “current contingent consideration” in our Consolidated Balance Sheets as of March 31, 2025. The current portion of the contingent consideration of $5.5 million is included in “current contingent consideration” and the non-current portion of $8.6 million is included in “other long-term liabilities” in our Consolidated Balance Sheets as of December 31, 2024. See Note 6. Fair Value Measurements, Note 7. Accrued Liabilities and Other and Note 11. Commitments and Contingencies for additional information regarding the deferred and contingent consideration liabilities.

We recognize revenue on the acquired products in accordance with our revenue recognition policy as described in Note 2. Summary of Significant Accounting Policies.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information shows the results of our operations for the years ended December 31, 2024 and 2023, as if the acquisition of Adlumin had occurred on January 1, 2023. The unaudited pro forma financial information is presented for information purposes only and is not necessarily indicative of what would have occurred if the acquisition had occurred as of that date. The unaudited pro forma information is also not intended to be a projection of future results due to the integration of the acquired operations of Adlumin. The unaudited pro forma information reflects the effects of applying our accounting policies and a pro forma adjustment to the combined historical financial information of N-able and Adlumin, which includes transaction related costs, incremental amortization expense associated with the fair value of the acquired identifiable intangible assets, and the estimated income tax effect.


	Year Ended December 31, 2024				Year Ended December 31, 2023
	Actual		Pro Forma		Actual		Pro Forma

	(in thousands)
Revenue	$	466,147	$	482,668	$	421,880	$	432,734
Net income (loss)	$	30,958	$	(3,103)	$	23,412	$	(25,976)

On July 1, 2022, we completed the acquisition of all the outstanding equity of Spinpanel B.V. (“Spinpanel”) for a total consideration of up to approximately $20.0 million, including up to $10.0 million payable upon the achievement of certain revenue metrics through July 1, 2025. We funded the transaction with cash on hand. Goodwill and acquired identifiable

intangible assets for this acquisition are not deductible for tax purposes. During the three months ended March 31, 2023, a measurement period adjustment of $1.6 million was recorded to non-current deferred tax liabilities and goodwill. The measurement period concluded as of June 30, 2023.

The following table summarizes the amounts recognized for the assets acquired and liabilities assumed:


	(in thousands)
Current assets, including cash acquired of $6	$	128
Property and equipment, net	48
Current liabilities	(1,199)
Non-current deferred tax liabilities	(764)
Identifiable intangible assets
Developed technology	8,890
Customer relationships	80
Goodwill	7,176
Total assets acquired, net	$	14,359

The following table summarizes the total consideration for the assets acquired and liabilities assumed:


	(in thousands)
Cash paid, net of cash acquired of $6	$	9,199
Contingent consideration	5,160
Total consideration, net	$	14,359

The following table summarizes the fair value of the acquired identifiable intangible assets and weighted-average useful life by category:


	Fair Value		Weighted-Average Useful Life
	(in thousands)		(in years)
Developed technology	$	8,890	5
Customer relationships	80		3
Total identifiable intangible assets	$	8,970

The results of operations related to Spinpanel since the acquisition date are included in our Consolidated Financial Statements during the three months ended March 31, 2025 and 2024. As noted above, total consideration includes up to $10.0 million payable upon the achievement of certain revenue metrics through July 1, 2025. The contingent consideration liability is re-evaluated at least quarterly, with the resulting gains and losses recognized within general and administrative expense in our Consolidated Statements of Operations. The fair value of this contingent consideration was $5.2 million at the date of acquisition, $3.7 million as of December 31, 2023, and $2.2 million as of March 31, 2024. As of March 31, 2025 and December 31, 2024, there is no remaining contingent consideration liability. We recognized a gain of $1.4 million on the contingent consideration for the three months ended March 31, 2024. See Note 6. Fair Value Measurements, Note 7. Accrued Liabilities and Other, and Note 11. Commitments and Contingencies for further details regarding our contingent consideration liabilities.

Pro forma information for the acquisition has not been provided because the impact of the historical financials on our revenue, net income and net income per share is not material. We recognize revenue on the acquired products in accordance with our revenue recognition policy as described in Note 2. Summary of Significant Accounting Policies.