v3.26.1
Business Combinations (Tables)
 6 Months Ended
Aug. 01, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Total Purchase Consideration
The following table summarizes the total purchase consideration for Celestial (in millions):

Cash consideration (1)
$1,276.0 
Common stock issued (24.5 million shares of the Company's common stock)
1,929.0 
Stock consideration for replacement equity awards attributable to pre-combination service12.9 
Contingent consideration315.8 
Total purchase consideration3,533.7 
Less: Cash and cash equivalents acquired(302.8)
Total purchase consideration, net of cash acquired$3,230.9 

(1) During the second quarter of fiscal 2027, the Company recognized a measurement period adjustment of $3.7 million related to the final settlement of the revised holdback liability which reduced cash consideration.
The following table summarizes the total purchase consideration for XConn (in millions):

Cash consideration$272.1 
Common stock issued (2.1 million shares of the Company's common stock)
168.9 
Stock consideration for replacement equity awards attributable to pre-combination service20.5 
Settlement of pre-existing contractual relationship7.5 
Total purchase consideration469.0 
Less: Cash acquired(0.6)
Total purchase consideration, net of cash acquired$468.4 
Schedule of Purchase Price Allocation
The purchase price allocation for Celestial is as follows (in millions):

Previously Reported
May 2, 2026
(Preliminary)
Measurement Period Adjustment
August 1, 2026
Cash and cash equivalents$302.8 $— $302.8 
Goodwill2,404.4 (10.2)2,394.2 
Acquired intangible assets, net951.0 — 951.0 
Deferred tax liabilities(94.3)(1.8)(96.1)
Other, net(26.5)8.3 (18.2)
Total purchase consideration$3,537.4 $(3.7)$3,533.7 
The purchase price allocation for XConn is as follows (in millions):

Goodwill$394.9 
Acquired intangible assets, net81.0 
Other, net(6.9)
Total purchase consideration$469.0