v3.26.1
Business Combinations
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combinations Business Combinations
VoidZero

On June 1, 2026, the Company acquired all of the outstanding shares of VoidZero, Inc., a company that has developed high-performance toolchain technology, for a total purchase consideration of $164.2 million. The total purchase consideration included (i) $98.7 million in shares of the Company's Class A common stock, and (ii) acquisition-date cash payments of $65.5 million, net of $11.3 million of cash acquired. Concurrent with the closing of the acquisition, the Company also made a cash payment to cancel and settle VoidZero's other existing equity-related agreements, which was recorded as day one post-combination expense. Such payment and expense were not material.

In connection with the acquisition, the Company entered into compensation arrangements for stock-based awards with a value totaling $106.4 million. Stock-based compensation expense for such arrangements was not material during the three months ended June 30, 2026. The remaining compensation amount of $98.8 million is being recognized over a future weighted-average period of 3.9 years subject to the recipients’ continued service with the Company.

The transaction-related costs for the acquisition were not material and are included in general and administrative expenses in the consolidated statements of operations for the three months ended June 30, 2026.

The fair values of assets acquired and liabilities assumed on the acquisition date are summarized as follows (in thousands):

Goodwill$143,021 
Acquired intangible assets, net26,500 
Total assets acquired169,521 
Other noncurrent liabilities(5,362)
Total purchase price$164,159 

The acquired assets were recorded at their estimated fair values. The estimated useful life for the acquired customer relationship is two years. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, none of which is expected to be deductible for tax purposes. Goodwill is primarily attributable to the assembled workforce as well as the anticipated synergies from the integration of VoidZero's technology with the Company's technology.

This acquisition did not have a material impact on the Company’s consolidated financial statements; therefore, historical and pro forma disclosures have not been presented.

Replicate

On December 1, 2025, the Company acquired all of the outstanding shares of Replicate, Inc., a company that has developed an artificial intelligence (AI) platform that enables developers to deploy and run AI models, for a total purchase cash consideration of $57.4 million. The total purchase consideration included (i) acquisition-date cash payments of $44.4 million, net of $3.6 million of cash acquired, (ii) holdbacks of $9.5 million, mainly comprised of an indemnity holdback, and (iii) unpaid liabilities of $3.5 million, which the Company assumed at the acquisition date. The holdbacks are subject to retention periods of 5 to 36 months, with the indemnity holdback being retained for up to 12 months.
The transaction-related costs for the acquisition were not material and are included in general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2025.

The fair values of assets acquired and liabilities assumed on the acquisition date are summarized as follows (in thousands):

Accounts receivable, net$129 
Contract assets2,456 
Prepaid expenses and other current assets410 
Goodwill46,588 
Acquired intangible assets, net27,700 
Operating lease right-of-use assets766 
Other noncurrent assets50 
Total assets acquired78,099 
Accounts payable(1,068)
Accrued expense and other current liabilities(13,690)
Accrued compensation(22)
Operating lease liabilities(30)
Deferred Revenue(1,620)
Operating lease liabilities, noncurrent(736)
Other noncurrent liabilities(3,574)
Total purchase price$57,359 

The acquired assets and assumed liabilities were recorded at their estimated fair values. The acquired intangible assets of $27.7 million consists primarily of $22.0 million of acquired developed technology with an estimated useful life of two years. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, none of which is expected to be deductible for tax purposes. Goodwill is primarily attributable to the assembled workforce as well as the anticipated synergies from the integration of Replicate's technology with the Company's technology.

This acquisition did not have a material impact on the Company’s consolidated financial statements; therefore, historical and pro forma disclosures have not been presented.
Kivera
On October 7, 2024, the Company acquired all of the outstanding shares of Kivera Corporation, a company that has developed cloud security, data protection, and compliance technology, for a total purchase consideration of $28.0 million. The total purchase consideration included (i) acquisition-date cash payments of $23.1 million, (ii) a cash holdback of $4.5 million, of which the Company is retaining 50% for up to 12 months and the remaining 50% for up to 24 months and will be payable to the previous owners of Kivera, subject to offset by the Company for any of the previous owners’ indemnification obligations in connection with the acquisition, and (iii) an adjustment holdback of $0.5 million, which the Company is retaining for up to four months and will be payable to the previous owners of Kivera, subject to the final purchase price adjustment.

The transaction-related costs for the acquisition were not material and are included in general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2024.

The fair values of assets acquired and liabilities assumed on the acquisition date are summarized as follows (in thousands):
Developed technology$5,700 
Goodwill23,864 
Total assets acquired29,564 
Other noncurrent liabilities(1,588)
Total purchase price$27,976 

The acquired assets and assumed liabilities were recorded at their estimated fair values. The estimated useful life for the acquired developed technology is two years. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, none of which is expected to be deductible for tax purposes. Goodwill is primarily attributable to the assembled workforce as well as the anticipated synergies from the integration of Kivera's technology with the Company's technology.

This acquisition did not have a material impact on the Company’s consolidated financial statements; therefore, historical and pro forma disclosures have not been presented.