| Schedule of Purchase Price, Assets Acquired and Liabilities Assumed |
The updated preliminary purchase price allocation, subject to finalization during the measurement period, is as follows (in thousands): | | | | | | | February 2, 2026 | | Fair value of purchase consideration: | | | Cash: | | Total merger consideration | $ | 266,797 | | | Holdbacks | 4,425 | | | Total purchase consideration | $ | 271,222 | | | | | Fair value of net assets acquired: | | | Cash and cash equivalents | $ | 3,197 | | | Accounts receivable | 410 | | Prepaid expenses and other current assets | 261 | | Operating lease right-of-use assets | 3,184 | | | Goodwill | 220,397 | | | Intangibles | 55,000 | | | Total assets acquired | 282,449 | | | Accounts payable and accrued liabilities | (3,085) | | Operating lease liabilities — current | (758) | | Deferred revenue | (1,529) | | Operating lease liabilities — long-term | (2,353) | | Other long-term liabilities(1) | (3,502) | | | Total liabilities assumed | (11,227) | | | Net assets acquired | $ | 271,222 | |
(1) Represents non-current deferred tax liabilities (“DTLs”). Deferred tax assets (“DTAs”) are netted against DTLs within the same jurisdiction. The allocation of the purchase consideration to tangible and intangible assets acquired and liabilities assumed was completed as of November 25, 2025, based on estimated fair values as follows (in thousands): | | | | | | | November 25, 2025 | | Fair value of purchase consideration: | | | Cash: | | | Distributed to RepairPal stockholders | $ | 63,935 | | | Paid on behalf of RepairPal stockholders | 3,812 | | | Holdbacks | 12,294 | | | Total purchase consideration | $ | 80,041 | | | | | Fair value of net assets acquired: | | | Cash and cash equivalents | $ | 1,565 | | | Accounts receivable | 3,057 | | | Intangibles | 53,600 | | | Goodwill | 28,825 | | | Other assets | 620 | | | Total assets acquired | 87,667 | | | Accounts payable and accrued liabilities | (3,816) | | | Deferred tax liability | (3,767) | | | Other liabilities | (43) | | | Total liabilities assumed | (7,626) | | | Net assets acquired | $ | 80,041 | |
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| Schedule of Acquired Intangible Assets |
The amounts assigned to each class of intangible assets acquired and their estimated useful lives are as follows: | | | | | | | | | | | | | | | | Intangible Asset Type | | Amount Assigned | | Useful Life | Developed technology | | $ | 30,000 | | | 4.0 years | Business relationships | | 23,000 | | | 6.2 years | Trademarks | | 2,000 | | | 4.0 years | | Weighted average | | | | 4.9 years | | | | | | | | | | |
The amounts assigned to each class of intangible assets acquired and their estimated useful lives are as follows (in thousands, except years): | | | | | | | | | | | | | | | | Intangible Asset Type | | Amount Assigned | | Useful Life | | Business relationships | | $ | 36,000 | | | 8.8 years | | Developed technology | | 14,600 | | | 4.5 years | | Trademarks | | 3,000 | | | 11.0 years | | | | | | | | | | | | Weighted average | | | | 7.7 years |
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