v3.26.1
Business Combinations
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combinations
7. Business Combinations
Nativo, Inc.
On November 9, 2025, the Company entered into an Agreement and Plan of Reorganization with Nativo, Inc. (“Nativo”) to acquire 100% of the outstanding equity interests of Nativo. Nativo is an advertising technology company that provides advertising serving, content distribution, and measurement solutions to publishers and advertisers. The acquisition accelerates and expands the Company’s advertising capabilities and monetization opportunities by leveraging Nativo's advertising technology and established publisher and advertiser relationships. The transaction closed on January 2, 2026, and has been accounted for as a business combination in accordance with ASC 805 - Business Combinations. The total consideration was $104.0 million, consisting of approximately $75.9 million in cash and $28.0 million in common stock, equivalent to 435,599 shares. The $75.9 million in cash consideration includes a $16.3 million indemnification holdback amount which is payable 24 months from the transaction close date upon satisfaction of certain obligations. The Company incurred transaction-related expenses of $3.8 million during the year ended December 31, 2025 and an immaterial amount during the three months ended March 31, 2026. These costs were recorded within General and administrative expenses in the condensed consolidated statements of operations and comprehensive income.
The following table summarizes the acquisition date fair values of consideration transferred and net assets acquired (in thousands):
Fair Value
Purchase consideration:
Cash consideration
$59,615 
Equity consideration
28,035 
Deferred purchase price liability
16,315 
Total purchase consideration
$103,965 
Assets acquired and liabilities assumed:
Cash and cash equivalents
$4,025 
Accounts receivable, net
31,022 
Prepaid expenses and other current assets
1,791 
Intangible assets:
Trade name
1,690 
Technology6,580 
Customer relationships
38,210 
Goodwill38,990 
Deferred tax asset, noncurrent
6,677 
Accounts payable
(19,413)
Accrued expenses and other current liabilities
(5,546)
Deferred revenue, current
(61)
Total assets acquired and liabilities assumed
$103,965 
The total purchase consideration has been allocated on a preliminary basis to the assets acquired, including intangible assets, and liabilities assumed based on their fair values as of the date of the acquisition, with the excess recorded to goodwill. The preliminary allocation may be subject to adjustment during the measurement period of up to 12 months from the date of acquisition including, but not limited to, intangible assets and income taxes. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. Goodwill, which is not deductible for tax purposes, is primarily attributable to the value of expected synergies from the business combination, the assembled workforce, and growth opportunities.
The $46.5 million of identified intangible assets recognized in connection with the acquisition are subject to amortization using the straight-line method over the following estimated useful lives:
Useful Life
Trade name2 years
Technology5 years
Customer relationships7 years

The deferred purchase price liability of $16.3 million represents the present value of the indemnification holdback amount of approximately $17.8 million, which is payable to the sellers 24 months following the acquisition close date upon satisfaction of certain obligations. The deferred purchase price liability was discounted to present value based on a market rate of interest commensurate with the 24 month payment term. This has been recorded in Other liabilities, noncurrent on the Company's condensed consolidated balance sheet.
The Company has not presented the pro forma results of operations for the acquisition as the impact is not material to the Company's condensed consolidated results of operations.