v3.26.1
Fair Value Measurements
 6 Months Ended
Jun. 30, 2026
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.
The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:
•Level I    Unadjusted quoted prices in active markets for identical assets or liabilities;
•Level II    Inputs other than quoted prices included within Level I that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and
•Level III     Unobservable inputs that are supported by little or no market activity for the related assets or liabilities.
The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy at June 30, 2026:
Fair Value Measurements at June 30, 2026
TotalLevel 1Level 2Level 3
(in thousands)
Liabilities
Acquisition-related contingent consideration$— — — $— 
Fair Value Measurements at December 31, 2025
TotalLevel 1Level 2Level 3
(in thousands)
Liabilities
Acquisition-related contingent consideration$4,474 — — $4,474 
The fair value measurement of contingent consideration related to the business acquisition completed in fiscal 2024 represents the contingent consideration arrangement from the Company’s acquisition of Motiva Benelux B.V., a distribution company in Belgium, and Motiva NL B.V., a distribution company in Netherlands, on October 1, 2024. Under this contingent consideration arrangement, the Company is required to pay the former owners an amount equal to the total revenue for fiscal year 2024 and 2025 multiplied by a multiple based on the relevant revenue growth rate realized in that particular fiscal year versus the prior year (ratio ranges from 0.5 to 0.9). The potential undiscounted amount of all future contingent payments that the Company could be required to make is not capped.
On April 15, 2026, the Company settled outstanding liabilities and paid $4.8 million as a final settlement, primarily consisting of the contingent consideration for the 2025 milestone and $0.3 million as a final non-contingent contractual payment. The fair value of the contingent consideration arrangement was $4.5 million as of December 31, 2025, which was calculated using the following inputs: (a) 2025 actual revenue of approximately $9.5 million; (b) growth ratio of 0.9 based on average revenue growth over the last two years; and (c) the fact that operating expense targets were met.
The estimates were based, in part, on subjective assumptions. During the periods presented, the Company has not changed the manner in which it values liabilities that are measured at fair value using Level 3 inputs.
The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial instruments as follows:
Acquisition-related Contingent Consideration
(in thousands)
Balance at December 31, 2025
$4,474 
Reclassification
— 
Settlement(4,494)
Change in fair value20 
Balance at June 30, 2026
$—