v3.26.1
Fair Value of Financial Instruments
3 Months Ended
Mar. 31, 2026
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments Fair Value of Financial Instruments
Assets and liabilities measured at fair value on a recurring basis as of March 31, 2026 were as follows (in thousands):
March 31, 2026
Level 1Level 2Level 3Total
(unaudited)
Money market funds$51,159 $— $— $51,159 
U.S. Treasury notes35,266 — — 35,266 
Commercial paper— 13,693 — 13,693 
Contingent consideration liabilities— — (250)(250)
Total
$86,425 $13,693 $(250)$99,868 
Assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 were as follows (in thousands):
December 31, 2025
Level 1Level 2Level 3Total
Money market funds$45,062 $— $— $45,062 
U.S. Treasury notes37,487 — — 37,487 
Commercial paper— 7,431 — 7,431 
Contingent consideration liabilities— — (250)(250)
Total
$82,549 $7,431 $(250)$89,730 
There were no transfers between Level 1 and Level 2 of the fair value measurement hierarchy during the three months ended March 31, 2026 and 2025.
Convertible senior notes
On April 14, 2025, we fully settled the principal amount of the convertible senior notes in cash. These convertible senior notes were recorded at face value less unamortized debt discount and transaction costs on our condensed consolidated balance sheets. Refer to Note 10—Debt for further information.
Nonrecurring fair value measurements
We recorded goodwill impairment charges totaling $95.5 million during the three months ended March 31, 2026. The impairment charges were derived from the difference between the carrying value and the fair value of our reporting units. The fair value of these reporting units was estimated using an income and market-based approach and included certain unobservable (Level 3) inputs. Refer to Note 4—Goodwill and Intangibles for further information.
Level 3 fair value measurements
The Upfront acquisition consideration included an initial estimate for contingent consideration based on certain revenue-based earn-out performance targets for Upfront during an earn-out period that ends on December 31, 2026. The Upfront contingent consideration is capped at $33.4 million and will be paid 63% in equity and 37% in cash to the extent achieved. We valued Upfront’s expected contingent consideration and the corresponding liability using the Monte Carlo simulation valuation model using a distribution of potential outcomes of potential pay-out scenarios. The outstanding contingent consideration liabilities are categorized as Level 3 fair value measurements and are remeasured as of each reporting period.
The aggregate intrinsic value of the revenue-based earn-out contingent consideration liabilities is zero based on a point estimate of our internal forecasting of the ultimate earn-out that will be earned as of March 31, 2026. The estimated portion of the contingent consideration liabilities to be paid in equity is presented as contingent consideration liabilities, net of current portion, while the estimated current portion to be paid in cash is recorded as part of the accrued liabilities line item in our condensed consolidated balance sheets.
The following table sets forth a summary of the changes in the estimated fair value of the contingent consideration liabilities, which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
(unaudited)
Balance as of December 31, 2025
$250 
Change in fair value of contingent consideration liabilities
— 
Balance as of March 31, 2026
$250