v3.26.1
Commitments and contingencies
6 Months Ended
Jun. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and contingencies Commitments and contingencies
From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We evaluate developments relating to these matters on a regular basis and accrue a liability based on management’s best estimate when we believe a loss is probable and the amount can be reasonably estimated. For matters that do not include an estimate of the amount or range of possible loss, such amount or range cannot be reasonably estimated or is not individually material. We do not believe that the ultimate resolution of these matters will, individually or in the aggregate, have a material adverse effect on our business, results of operations, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Legal and Regulatory matters
As previously disclosed, the Company is party to a claim (Doe vs. GoodRx Holdings, Inc. et al. in the U.S. District Court for the Northern District of California) alleging violations of various state and federal laws. In the third quarter of 2025, the Company agreed to settle the matter for $7.0 million, subject to court approval. GoodRx agreed to indemnify the Company for $5.5 million, subject to court approval of the settlement with plaintiffs. In January 2026, the court denied approval of the proposed settlement. The parties then entered into the settlement agreement, and plaintiffs filed an Unopposed Motion for Preliminary Approval of Class Settlement on June 1, 2026. Based on management's assessment of the underlying facts and circumstances, including the status of settlement discussions and the indemnification arrangement with GoodRx, the Company recorded an estimated probable loss of $7.0 million in 2025. As of June 30, 2026, this amount is presented within “Contingencies-current portion”, and an indemnification receivable of $5.5 million is presented within “Prepaid expenses and other current assets”. The results of legal proceedings are inherently uncertain and it is reasonably possible that the ultimate loss may differ from the Company's estimate.
On July 9, 2025, a putative class action was filed against the Company, CVS and others in the U.S. District Court for the Central District of California, alleging violations of various laws regarding sensitive health and personal information. On October 27, 2025, the action was dismissed with respect to the Company. On November 7, 2025, a second amended putative class action complaint was filed against the Company, CVS and others in the U.S. District Court for the Central District of California, again alleging violations of various laws regarding sensitive health and personal information. The plaintiffs seek damages and injunctive relief. On January 30, 2026, the plaintiffs filed a stipulation to dismiss the case. Mediation took place on March 17, 2026, and the parties engaged in discussions thereafter. While the Company continues to dispute the allegations of wrongdoing, as of the quarter ended June 30, 2026, it has recorded an accrual of the probable loss related to this matter. In July 2026, the Company and CVS entered into a settlement agreement, and the Company, CVS and the plaintiffs entered into a separate settlement agreement to resolve the matter, subject to court approval. The Company's ultimate payment obligation under its settlement agreement with CVS will depend on the outcome of the court approval process, and may differ from the amount accrued as of June 30, 2026. The Company does not believe that the resolution of this matter will have a material adverse effect on its consolidated financial position, results of operations, or cash flows.
On October 17, 2025, AlmondNet, Inc. and Intent IQ, LLC filed a patent-infringement lawsuit in the U.S. District Court for the District of Delaware against the Company. The complaint was served to the Company on October 21, 2025. The plaintiffs allege that certain features of the Company's Commerce Media Platform and related technologies infringe four U.S. patents. The plaintiffs seek damages and injunctive relief. In a related matter, during the second quarter of 2026, the Company conditionally agreed to indemnify Zeta Global Holdings Corp. ("Zeta") and its affiliate, LiveIntent, Inc., as required under the software license agreement between the parties, in connection with a separate action filed against Zeta and LiveIntent in 2024 by AlmondNet, Inc., Datonics, LLC, and Intent IQ, LLC in the U.S. District Court for the District of Delaware. The plaintiffs in that action allege that certain features of the technology used by Zeta, which was originally developed by the Company’s subsidiary Iponweb, infringe two U.S. patents. The Company disputes the allegations of wrongdoing and intends to defend itself vigorously in these matters.
Non-income tax risks
For the six months ended June 30, 2026, the provision related to certain non-income tax matters recognized under ASC 450 – Contingencies, as of June 30, 2026 and December 31, 2025, respectively, was $23.3 million and $22.7 million.
These risks were initially identified and recognized as part of the Iponweb Acquisition in 2022. In accordance with the purchase agreement relating to the acquisition, the Company is indemnified against specific tax risks, and as such, an indemnification asset has been recorded. The indemnification asset is recorded as part of "Other noncurrent assets" on the consolidated statement of financial position.