v3.26.1
Fair Value of Financial Instruments
6 Months Ended
Jun. 30, 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 June 30, 2026 were as follows (in thousands):
June 30, 2026
Level 1Level 2Level 3Total
(unaudited)
Money market funds$50,646 $— $— $50,646 
U.S. Treasury notes27,554 — — 27,554 
Commercial paper— 17,095 — 17,095 
Contingent consideration liabilities— — — — 
Total
$78,200 $17,095 $— $95,295 
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 and six months ended June 30, 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 11—Debt for further information.
Nonrecurring fair value measurements
During the three months ended June 30, 2026 and in connection with the Vitalware Transaction, certain assets and liabilities representing the Vitalware Business met the held for sale criteria as of the date of the announcement of the signing of the Vitalware Purchase Agreement. Immediately prior to such classification, elements of the disposal group were evaluated for impairment under their respective models as required and no impairment adjustment was recorded. Since the Vitalware Business was a portion of the technology reporting unit, the assignment of goodwill to the Vitalware Business was based on the relative fair values of the Vitalware Business being disposed of and the portion of the technology reporting unit remaining. Based on the relative fair values, we allocated $75.2 million of goodwill to the Vitalware Business.
We recorded goodwill impairment charges totaling $122.5 million during the six months ended June 30, 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 5—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 value 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 liability is categorized as a Level 3 fair value measurement and is remeasured as of each reporting period.
The aggregate intrinsic value and fair value of the revenue-based earn-out contingent consideration liability is zero based on a point estimate of our internal forecasting of the ultimate earn-out that will be earned and our closing stock price as of June 30, 2026.
The following table sets forth a summary of the changes in the estimated fair value of the contingent consideration liability, which is 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 liability(250)
Balance as of June 30, 2026
$—