8. Accrued Expenses and Other Liabilities

Restructuring Charges

During the first quarter of 2026, the Company committed to a restructuring plan (the “2026 Restructuring Plan”) intended to reduce operating costs, improve operating margins, and continue advancing the Company’s ongoing commitment to profitable growth. The 2026 Restructuring Plan provided for a reduction of the Company’s current workforce by approximately 40 people. During the first quarter of 2026, the Company incurred restructuring and related charges of approximately $1.1 million, consisting of severance payments, employee benefits, and related cash expenses, which were recognized within transaction, integration, and restructuring expenses in the unaudited condensed consolidated statements of operations. No additional charges were incurred during the three months ended June 30, 2026. As of June 30, 2026, $0.1 million was included in accrued expenses and other liabilities in the unaudited condensed consolidated balance sheets. The Company expects these payments will be made over the next three months. There were no charges incurred during the three months ended June 30, 2025 related to previous restructuring plans, and charges incurred during the six months ended June 30, 2025 were not material.

The Company does not expect to incur further material restructuring and related charges associated with the 2026 Restructuring Plan during the remainder of 2026.

Contingent Consideration

Regarding contingent consideration associated with a prior acquisition, the Company determined that the earn-out revenue targets were partially achieved for the calendar year 2024 performance period and were not achieved for the calendar year 2025 performance period. In May 2025, former equity holders of the acquired company delivered a notice asserting that the performance conditions for the 2024 performance period were satisfied at a higher payout tier than was calculated by the Company and that additional consideration was due. The Company disputed this assertion and believed that, based on its interpretation of the purchase agreement and its calculation of the applicable performance metrics, no additional amounts were payable. The parties subsequently engaged in litigation regarding this matter.

Subsequent to June 30, 2026 and prior to the issuance of these financial statements, the Company entered into a settlement agreement with the former equity holders that fully resolved all claims related to the disputed earn-out arrangement. Pursuant to the settlement, the Company agreed to make a payment of $7.5 million. Management evaluated the settlement under ASC 855, Subsequent Events and concluded that the settlement provided additional evidence regarding conditions that existed as of June 30, 2026. Accordingly, the Company has accounted for and disclosed the settlement amount in these financial statements.

As of June 30, 2026, the $7.5 million liability associated with the earnout matter was included within accrued expenses and other liabilities in the accompanying unaudited condensed consolidated balance sheets. The liability consisted of $3.0 million of contingent consideration measured at fair value, which is reflected within contingent consideration, current in the table above, and $4.5 million of loss contingency and settlement-related accruals, which are reflected within accrued legal matters in the table above.