v3.26.3
Business Combinations (Tables)
 9 Months Ended
Sep. 30, 2026
Business Combination [Abstract]  
Summary of Purchase Consideration
Pursuant to the terms of the Agreement, the Company acquired Sertifi for total purchase consideration of approximately $336.1 million or $328.0 million, net of cash acquired, which consisted of (in thousands):
Cash consideration, net of cash acquired$324,921 
Estimated fair value of contingent consideration3,107 
Total purchase consideration, net of cash acquired$328,028 
Summary of Fair Value Of the Assets Acquired and Liabilities Assumed
The table summarizes the allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed (in thousands):
Cash$8,109 
Accounts receivable6,418 
Prepaid expenses and other current assets982 
Other assets321 
Goodwill251,569 
Identifiable intangible assets86,700 
Total assets acquired354,099 
Deferred revenue14,347 
Accounts payable and accrued expenses3,615 
Total liabilities assumed17,962 
Net assets acquired336,137 
Less: cash acquired8,109 
Net assets, less cash acquired$328,028 
Schedule of Estimated Fair Value of the Identified Intangible Assets
The following table reflects the fair values of the identified intangible assets of Sertifi and their respective weighted-average amortization periods.
Fair Values
Weighted-Average
Amortization Periods
(in thousands)(years)
Acquired relationships$53,100 18
Developed technology29,000 8
Trade name/Trademark4,600 10
$86,700 
Summary of Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information shows the results of the Company’s operations for the nine months ended September 30, 2025, as if the acquisition had occurred on January 1, 2024. The unaudited pro forma financial information is presented for information purposes only and is not necessarily indicative of what would have occurred if the acquisition had occurred as of that date. The unaudited pro forma information is also not intended to be a projection of future results due to the integration of the acquired operations of Sertifi. The unaudited pro forma information reflects the effects of applying the Company’s accounting policies and certain pro forma adjustments to the combined historical financial information of the Company and Sertifi. The pro forma adjustments include:
•incremental amortization expense associated with the fair value of identified intangible assets;
•incremental employee compensation expense for Sertifi employees;
•interest expense for borrowings related to the acquisition;
•transaction costs; and
•the estimated tax impact of the above items.
Nine Months Ended
September 30, 2025
(in thousands)ActualPro Forma
Revenue$465,481 $472,239 
Net income$13,464 $12,785