v3.26.1
Fair Value Measurements
 6 Months Ended
Jun. 30, 2026
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
Accounting standards establish a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair values as
follows:
Level 1: Observable inputs such as quoted prices for identical assets in active markets;
Level 2: Inputs other than quoted prices for identical assets in active markets, that are observable either directly or
indirectly; and
Level 3: Unobservable inputs in which there is little or no market data which requires the use of valuation techniques and
the development of assumptions.
The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the
lowest level of input that is significant to the fair value measurement in its entirety.
The carrying amount of financial assets and liabilities reported on the Consolidated Balance Sheets for commissions and
fees receivable – net, other current assets, accounts payable, short-term debt, and other accrued liabilities as of June 30,
2026 and December 31, 2025, approximate fair value because of the short-term duration of these instruments. The fair
value of long-term debt, including the Term Loan, Senior Secured Notes, and any current portion of such debt, was
$3,241.6 million and $3,308.4 million as of June 30, 2026 and December 31, 2025, respectively. The fair value of the Term
Loan and Senior Secured Notes would be classified as Level 2 in the fair value hierarchy. See Note 7, Debt, for the
carrying values of the Company’s debt.
Interest Rate Cap
The Company used an interest rate cap to manage its exposure to interest rate fluctuations related to the Company’s Term
Loan. The fair value of the interest rate cap was determined using the market standard methodology of discounting the
future expected cash receipts that would occur if variable interest rates rose above the strike rate of the cap. The variable
interest rates used in the calculation of projected receipts on the cap were based on an expectation of future interest rates
derived from observable market interest rate curves and volatilities. The inputs used in determining the fair value of the
interest rate cap were considered Level 2 inputs. See Note 11, Derivatives, for further information on the interest rate cap.
Contingent Consideration
The fair values of contingent consideration and contingently returnable consideration are based on the present value of the
future expected payments to be made to the sellers and to be received from the sellers, respectively, of certain acquired
businesses in accordance with the provisions outlined in the respective purchase agreements, which are Level 3 fair value
measurements. In determining fair value, the Company estimates cash payments and receipts based on management’s
financial projections of the performance of each acquired business relative to the formula specified by each purchase
agreement. The Company utilizes Monte Carlo simulations to evaluate financial projections of each acquired business. The
Monte Carlo models consider forecasted revenue and EBITDA and market risk-adjusted revenue and EBITDA, which are
run through a series of simulations. As of June 30, 2026, the models used risk-free rates, expected volatility, and a credit
spread that ranged from 2.5% to 4.1%, 6.7% to 25.8%, and 0.6% to 2.4%, respectively. As of December 31, 2025, the
models used risk-free rates, expected volatility, and a credit spread that ranged from 1.9% to 3.7%, 6.2% to 21.5%, and
0.8% to 2.7%, respectively. The Company discounts the expected payments created by the Monte Carlo model to present
value using a risk-adjusted rate that takes into consideration the market-based rates of return that reflect the ability of the
acquired entity to achieve its targets. The discount rate ranges used to present value the cash payments were 4.7% to 6.5%
and 4.2% to 6.4% as of June 30, 2026 and December 31, 2025, respectively.
Each period, the Company revalues the contingent consideration and contingently returnable consideration associated with
certain prior acquisitions to their fair value and records the related changes of the fair value in Change in contingent
consideration on the Consolidated Statements of Income. Changes in contingent consideration result from changes in the
assumptions regarding probabilities of successful achievement of related EBITDA and revenue milestones, the estimated
timing in which milestones are achieved, and the discount rate used to estimate the fair value. Contingent consideration
may change significantly as the Company’s revenue growth rate and EBITDA estimates evolve and additional data is
obtained, impacting the Company’s assumptions. The use of different assumptions and judgments could result in a
materially different estimate of fair value which may have a material impact on the results from operations and financial
position. See Note 3, Mergers and Acquisitions, for further information on contingent consideration.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring
basis by fair value hierarchy input level:
June 30, 2026
December 31, 2025
Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
Assets
Contingently returnable
consideration
$—
$—
$3,140
$—
$—
$6,550
Liabilities
Contingent consideration
—
—
153,421
—
—
148,388
Total assets and liabilities
measured at fair value
$—
$—
$156,561
$—
$—
$154,938
Contingently returnable consideration of $3.1 million and $3.3 million was recorded in Other current assets on the
Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, respectively. Contingently returnable
consideration of $3.3 million was recorded in Other non-current assets on the Consolidated Balance Sheets as of
December 31, 2025. Contingent consideration of $142.7 million and $55.9 million was recorded in Accounts payable and
accrued liabilities on the Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, respectively.
Contingent consideration of $10.7 million and $92.5 million was recorded in Other non-current liabilities on the
Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, respectively.
Level 3 Assets and Liabilities Measured at Fair Value
The following is a reconciliation of the beginning and ending balances of the Level 3 assets and liabilities measured at fair
value:
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Assets
Balance at beginning of period
$3,197
$5,110
$6,550
$5,483
Total gains (losses) included in earnings
(64)
(77)
114
1,277
Foreign currency translation adjustments included
in OCI
7
307
(112)
507
Settlements
—
—
(3,412)
(1,927)
Balance at end of period
$3,140
$5,340
$3,140
$5,340
Liabilities
Balance at beginning of period
$177,838
$96,333
$148,388
$129,059
Newly established liabilities due to acquisitions
—
24,428
—
45,558
Total (gains) losses included in earnings
19,752
819
49,540
(9,537)
Foreign currency translation adjustments included
in OCI
(24)
21
(54)
21
Settlements
(44,145)
(5,507)
(44,453)
(49,007)
Acquisition measurement period adjustments
—
(1,467)
—
(1,467)
Balance at end of period
$153,421
$114,627
$153,421
$114,627
For the six months ended June 30, 2026, $0.3 million and $3.1 million of contingently returnable consideration settlements
are presented in the operating and financing sections, respectively, of the Consolidated Statements of Cash Flows. For the
six months ended June 30, 2025, the $1.9 million settlement of contingently returnable consideration is presented in the
financing section of the Consolidated Statements of Cash Flows. For the six months ended June 30, 2026, contingent
consideration settlements of $22.5 million and $22.0 million are presented in the operating and financing sections,
respectively, of the Consolidated Statements of Cash Flows. For the six months ended June 30, 2025, $19.4 million and
$29.3 million of contingent consideration settlements are presented in the operating and financing sections, respectively, of
the Consolidated Statements of Cash Flows.