v3.26.1
Business Combinations (Tables)
 6 Months Ended
Jun. 30, 2026
Business Combination [Abstract]  
Schedule of Business Acquisitions
The table below provides a summary of the total consideration and the estimated purchase price allocations made for each of the business acquisitions that became effective during the six months ended June 30, 2026.
(in thousands)CAC GroupObieCapstoneTotals
Cash consideration paid$445,535 $86,958 $35,396 $567,889 
Fair value of contingent earnout consideration225,000 81,755 9,243 315,998 
Fair value of equity interest494,778 8,393 7,390 510,561 
Deferred payments(1)
54,900 110,264 — 165,164 
Total consideration$1,220,213 $287,370 $52,029 $1,559,612 
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash$13,692 $1,962 $739 16,393 
Fiduciary cash88,804 15,189 — 103,993 
Assumed premiums, commissions and fees receivable43,869 607 698 45,174 
Fiduciary receivables188,515 2,667 — 191,182 
Prepaid expenses and other current assets2,044 272 39 2,355 
Property and equipment8,778 — — 8,778 
Right-of-use assets26,494 808 — 27,302 
Other assets5,728 — — 5,728 
Intangible assets410,245 121,688 19,050 550,983 
Fiduciary liabilities(277,319)(17,856)— (295,175)
Commissions payable(45,172)— (168)(45,340)
Accrued expenses and other current liabilities(15,507)(5,553)(530)(21,590)
Operating lease liabilities, less current portion(22,050)(808)— (22,858)
Deferred tax liabilities(115,997)(26,211)— (142,208)
Total identifiable net assets acquired312,124 92,765 19,828 424,717 
Goodwill908,089 194,605 32,201 1,134,895 
Net assets acquired$1,220,213 $287,370 $52,029 $1,559,612 
Maximum potential contingent earnout consideration$250,000 $275,000 $19,855 $544,855 
__________
(1)    The non-current portion of deferred payment obligations totaling $129.4 million is reflected in other liabilities on the condensed consolidated balance sheet as of June 30, 2026 while the current portion is reflected in accrued expenses and other current liabilities as disclosed in Note 9.
Schedule of Weighted-Average Useful Lives of Intangible Assets Acquired in Business Combinations
The intangible assets acquired in connection with the partnerships have the following values and estimated weighted-average lives:
(in thousands, except weighted-average lives)AmountWeighted-
Average Life
Acquired relationships$474,070 15.0 years
Trade names48,250 5.3 years
Software28,663 4.7 years
Schedule of Intangible Assets Future Amortization Expense, Business Combinations
Future annual estimated amortization expense for the next five years is as follows for intangible assets acquired in connection with the partnerships:
(in thousands)Amount
For the remainder of 2026$45,515 
202779,025 
202869,099 
202961,040 
203055,531 
203136,063 
Business Combination, Pro Forma Information
The following pro forma consolidated results of operations are provided for illustrative purposes only and have been presented as if the CAC Group, Obie, and Capstone partnerships occurred on January 1, 2025. This pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisition had occurred on that date, nor of the results that may be obtained in the future.
For the Three Months
 Ended June 30,		For the Six Months
 Ended June 30,
(in thousands)2026202520262025
Pro forma results:
Revenues$492,939 $468,120 $1,025,174 $956,381 
Net loss(1)
(55,981)(31,136)(40,209)(45,824)
__________
(1)    Approximately $17.7 million of non-recurring acquisition-related costs attributable to the CAC Group, Obie and Capstone partnerships incurred during the six months ended June 30, 2026 were recognized as a pro forma adjustment to net loss for the six months ended June 30, 2025, and correspondingly removed from pro forma net loss for the six months ended June 30, 2026.