In August 2024, the Company and one of its former subsidiaries, Perceive (“Seller”), of which the Company owned approximately 76.4% of the equity interests, entered into an Asset Purchase Agreement (the “Agreement”) with Amazon.com Services LLC (“Buyer”) pursuant to which Buyer agreed to purchase and assume from Seller substantially all the assets and certain liabilities of Seller for $80.0 million in cash, including a holdback of $12.0 million to be held for 18 months after the closing of the transaction to secure the Company’s and Seller’s indemnification obligations (the “Perceive Transaction”). The Perceive Transaction was subsequently completed in October 2024.

The Perceive Transaction did not represent a strategic shift that would have a major effect on the Company’s consolidated results of operations, and therefore, its results of operations were not reported as discontinued operations.

Upon completion of the Perceive Transaction, the holdback consideration of $12.0 million was estimated to have a then present value of $11.3 million, resulting in a discount of $0.7 million. For the three and six months ended June 30, 2026 and 2025, the amount of discount accreted as interest income was immaterial. The holdback consideration was paid in full by the Buyer during the second quarter of 2026.

The net carrying amount of the holdback consideration is as follows (in thousands):


	June 30, 2026			December 31, 2025
Holdback consideration	$	12,000		$	12,000
Less: unamortized discount on holdback consideration		—			(120	)
Less: payment received from Buyer		(12,000	)		—
Net carrying amount	$	—		$	11,880

In January 2024, the AutoSense Divestiture was completed for total consideration of $44.3 million, comprised of $10.8 million of cash, a note receivable from Tobii (the “Tobii Note”) of $27.7 million, and deferred consideration (as described under Deferred Consideration below) totaling $15.0 million, which was estimated to have a fair value of $5.8 million based on a present value factor as of January 31, 2024. In addition, there may be potential earnout payments (as described under Contingent Consideration below) payable in 2031, contingent upon the future success of the divested AutoSense in-cabin safety business.

In connection with the AutoSense Divestiture, the Company also recorded a liability of $7.1 million for potential indemnification of certain pre-closing date matters.

The Tobii Note, with a fixed interest rate of 8% per annum, matures on April 1, 2029 and is payable in three annual installments. Tobii may, at any time and on any one or more occasions, prepay all or any portion of the outstanding principal amount, along with accrued interest, without any penalty. In the event of default, an additional interest of 2% per annum may

be applied to the outstanding balance of the Tobii Note, and the Company has the right to demand full or partial payment on the outstanding balance with unpaid interest.

The Tobii Note is secured by a floating lien and security interest in certain of Tobii’s assets, rights, and properties, and contains customary affirmative and negative covenants including the restrictions on incurring certain indebtedness, and certain change of control and asset sale events, but does not include any financial covenants.

The Tobii Note has the following scheduled principal repayments (in thousands):


Date of Principal Payment:	Amount
April 1, 2027	$	10,000
April 1, 2028		10,000
April 1, 2029		7,676
Total principal payments	$	27,676

The Company elected to present accrued interest within the carrying amount of note receivable, both current and noncurrent, in the condensed consolidated balance sheets. The carrying amount of the Tobii Note is as follows (in thousands):


	June 30, 2026		December 31, 2025
Outstanding principal amount	$	27,676	$	27,676
Add: interest accrued to date		5,350		4,252
Carrying amount—note receivable	$	33,026	$	31,928

Principal and accrued interest, current portion	$	11,933
Principal and accrued interest, noncurrent	$	21,093

For each of the three months ended June 30, 2026 and 2025, interest income recognized from the Tobii Note was $0.6 million. For the six months ended June 30, 2026 and 2025, the Company recognized interest income of $1.1 million and $1.2 million, respectively.

The deferred consideration consists of guaranteed future cash payments, which are scheduled to be made by Tobii in four annual payments as follows (in thousands):


Date of Payment:	Amount
February 15, 2028	$	3,000
February 15, 2029		2,250
February 15, 2030		4,500
February 15, 2031		5,250
Total future payments	$	15,000

At the closing date of the Tobii Note, there was $9.2 million of discount on the deferred consideration to be accreted as interest income up to the date of the final payment. Interest income accreted from the discount was $0.4 million and $0.3 million for the three months ended June 30, 2026 and 2025, respectively, and $0.7 million and $0.6 million for the six months ended June 30, 2026 and 2025, respectively.

The net carrying amount of the deferred consideration is as follows (in thousands):


	June 30, 2026			December 31, 2025
Total deferred consideration	$	15,000		$	15,000
Less: unamortized discount on deferred consideration		(6,300	)		(6,985	)
Net carrying amount	$	8,700		$	8,015

The earnout represents potential incremental cash consideration, and the payment is contingent upon the achievement of certain targeted shipments, between January 1, 2024 and December 31, 2030, of qualified automotive products featuring the AutoSense in-cabin safety technology and the related imaging solutions.

At the closing date of the AutoSense Divestiture, the Company elected to apply the gain contingency guidance under Accounting Standards Codification No. 450—Contingencies, as it could not reasonably estimate shipment amounts. As a result, the Company deferred the recognition of the contingent consideration until it becomes realized or realizable.