v3.26.3
Business Combinations (Tables)
 9 Months Ended
Sep. 30, 2026
Business Combination [Line Items]  
Summary of Preliminary Fair Value of Assets Acquired and Liabilities Assumed, Including Measurement Period Adjustments

The following table summarizes the purchase price allocation for the 2025 acquisitions based on the estimated fair value of the acquired assets and assumed liabilities (in thousands):

 

 

 

Purchase Price Allocation as of December 31, 2025

 

 

Measurement Period Adjustments

 

 

Purchase Price Allocation as of September 30, 2026

 

Cash and cash equivalents

 

$

56,145

 

 

$

—

 

 

$

56,145

 

Accounts receivable

 

 

19,039

 

 

 

—

 

 

 

19,039

 

Prepaid expenses and other current assets

 

 

49,646

 

 

 

(109

)

 

 

49,537

 

Property and equipment

 

 

65,361

 

 

 

—

 

 

 

65,361

 

Operating lease right-of-use assets

 

 

16,912

 

 

 

—

 

 

 

16,912

 

Intangible assets

 

 

740,432

 

 

 

—

 

 

 

740,432

 

Goodwill

 

 

1,965,546

 

 

 

565

 

 

 

1,966,111

 

Other noncurrent assets

 

 

4,859

 

 

 

(137

)

 

 

4,722

 

Accounts payable

 

 

(28,582

)

 

 

—

 

 

 

(28,582

)

Accrued expenses and other current liabilities

 

 

(35,335

)

 

 

(131

)

 

 

(35,466

)

Operating lease liabilities

 

 

(16,828

)

 

 

—

 

 

 

(16,828

)

Contract liabilities

 

 

(23,373

)

 

 

249

 

 

 

(23,124

)

Deferred tax liabilities

 

 

(131,870

)

 

 

1,097

 

 

 

(130,773

)

Other noncurrent liabilities

 

 

(6,000

)

 

 

—

 

 

 

(6,000

)

Noncontrolling interest

 

 

(16,918

)

 

 

—

 

 

 

(16,918

)

Total fair value of net assets acquired

 

$

2,659,034

 

 

$

1,534

 

 

$

2,660,568

 
Summarizes Unaudited Pro Forma Consolidated Revenue and Net Income (Loss)

The following table summarizes the unaudited pro forma consolidated revenue and net income (loss) of the Company as if each of the 2026 acquisitions described above had been completed on January 1, 2025 (in thousands):

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenue

 

$

215,822

 

 

$

217,294

 

 

$

653,453

 

 

$

412,862

 

Net income (loss)

 

 

469,685

 

 

 

(943,639

)

 

 

(660,887

)

 

 

(1,193,250

)
SkyWater Technology, Inc. [Member]  
Business Combination [Line Items]  
Summary of Components of Purchase Consideration

The following table summarizes the components of the purchase consideration to acquire SkyWater (in thousands):

 

Cash

 

$

986,674

 

Fair value of common stock issued(1)

 

 

878,781

 

Fair value of equity awards(2)

 

 

40,970

 

Settlement of pre-existing relationships

 

 

37,957

 

Total purchase consideration

 

$

1,944,382

 

 

(1)
Reflects 24,115,827 shares of the Company’s common stock issued in the acquisition, multiplied by the closing price of the Company’s common stock on the closing date.
(2)
Reflects the conversion and issuance of certain equity awards, including stock options and restricted stock units. Refer to Note 17 for further details on the Company’s share-based compensation awards, including awards issued in connection with acquisitions.
Summary of Preliminary Fair Value of Assets Acquired and Liabilities Assumed, Including Measurement Period Adjustments

The following table summarizes the preliminary fair values of SkyWater’s assets acquired and liabilities assumed as of the acquisition date (in thousands):

 

 

 

Preliminary Fair Value

 

Cash and cash equivalents

 

$

92,234

 

Accounts receivable, net

 

 

64,382

 

Contract assets

 

 

30,027

 

Prepaid expenses and other current assets

 

 

43,400

 

Property and equipment

 

 

743,114

 

Operating lease right-of-use assets

 

 

26,608

 

Finance lease right-of-use assets

 

 

28,705

 

Other noncurrent assets

 

 

30,811

 

Intangible assets

 

 

423,216

 

Goodwill

 

 

1,029,092

 

Accounts payable

 

 

(34,395

)

Accrued expenses and other current liabilities

 

 

(89,852

)

Debt

 

 

(67,221

)

Contract liabilities

 

 

(181,861

)

Finance lease liabilities

 

 

(28,705

)

Deferred tax liabilities

 

 

(137,684

)

Other noncurrent liabilities

 

 

(4,389

)

Noncontrolling interests

 

 

(23,100

)

Total fair value of net assets acquired

 

$

1,944,382

 
Skyloom Global Corp. [Member]  
Business Combination [Line Items]  
Summary of Components of Purchase Consideration

The following table summarizes the components of the purchase consideration to acquire Skyloom (in thousands):

 

Cash

 

$

36,020

 

Fair value of common stock issued(1)

 

 

119,774

 

Contingent consideration

 

 

32,680

 

Settlement of pre-existing relationships

 

 

3,444

 

Total purchase consideration

 

$

191,918

 

 

(1)
Reflects 2,761,679 shares of the Company’s common stock issued in the acquisition, multiplied by the closing price of the Company’s common stock on the closing date. These shares are inclusive of 325,235 shares held in escrow and 75,504 shares withheld to cover employee tax obligations. The escrowed shares are expected to be released within 18 months after the close of the Skyloom Acquisition, subject to reductions for working capital adjustments and indemnity claims.
Summary of Preliminary Fair Value of Assets Acquired and Liabilities Assumed, Including Measurement Period Adjustments

The following table summarizes the preliminary fair values of Skyloom’s assets acquired and liabilities assumed, including measurement period adjustments, as of the acquisition date (in thousands):

 

 

 

Preliminary Fair Value

 

 

Measurement Period Adjustments

 

 

Adjusted Fair Value

 

Cash and cash equivalents

 

$

1,034

 

 

$

—

 

 

$

1,034

 

Accounts receivable

 

 

5,339

 

 

 

129

 

 

 

5,468

 

Prepaid expenses and other current assets

 

 

6,135

 

 

 

—

 

 

 

6,135

 

Property and equipment

 

 

3,509

 

 

 

—

 

 

 

3,509

 

Operating lease right-of-use assets

 

 

1,083

 

 

 

—

 

 

 

1,083

 

Intangible assets

 

 

34,600

 

 

 

—

 

 

 

34,600

 

Goodwill

 

 

166,328

 

 

 

(1,668

)

 

 

164,660

 

Other noncurrent assets

 

 

767

 

 

 

—

 

 

 

767

 

Accounts payable

 

 

(2,332

)

 

 

—

 

 

 

(2,332

)

Accrued expenses and other current liabilities

 

 

(15,483

)

 

 

—

 

 

 

(15,483

)

Operating lease liabilities

 

 

(1,083

)

 

 

—

 

 

 

(1,083

)

Contract liabilities

 

 

(9,407

)

 

 

3,444

 

 

 

(5,963

)

Deferred tax liabilities

 

 

(459

)

 

 

—

 

 

 

(459

)

Other noncurrent liabilities

 

 

(18

)

 

 

—

 

 

 

(18

)

Total fair value of net assets acquired

 

$

190,013

 

 

$

1,905

 

 

$

191,918

 
Nexus Photonics, Inc. [Member]  
Business Combination [Line Items]  
Summary of Components of Purchase Consideration

The following table summarizes the components of the purchase consideration to acquire Nexus (in thousands):

 

Fair value of common stock issued(1)

 

$

65,493

 

Fair value of equity awards(2)

 

 

10,552

 

Total purchase consideration

 

$

76,045

 

 

(1)
Reflects 1,229,698 shares of the Company’s common stock issued in the acquisition, multiplied by the closing price of the Company’s common stock on the closing date. These shares are inclusive of 285,000 shares held in escrow and 41,177 shares
withheld to cover employee tax obligations. The escrowed shares are expected to be released within 24 months after the close of the Nexus Acquisition, subject to reductions for working capital adjustments and indemnity claims.
(2)
Reflects the issuance of certain equity awards, including restricted stock. Refer to Note 17 for further details on the Company’s share-based compensation awards, including awards issued in connection with acquisitions.
Summary of Preliminary Fair Value of Assets Acquired and Liabilities Assumed, Including Measurement Period Adjustments

The following table summarizes the preliminary fair values of Nexus’s assets acquired and liabilities assumed, including measurement period adjustments, as of the acquisition date (in thousands):

 

 

 

Preliminary Fair Value

 

 

Measurement Period Adjustments

 

 

Adjusted Fair Value

 

Cash and cash equivalents

 

$

1,492

 

 

$

—

 

 

$

1,492

 

Accounts receivable

 

 

2,051

 

 

 

—

 

 

 

2,051

 

Prepaid expenses and other current assets

 

 

3,411

 

 

 

—

 

 

 

3,411

 

Property and equipment

 

 

1,002

 

 

 

—

 

 

 

1,002

 

Operating lease right-of-use assets

 

 

334

 

 

 

—

 

 

 

334

 

Other noncurrent assets

 

 

12

 

 

 

—

 

 

 

12

 

Intangible assets

 

 

25,900

 

 

 

(16,600

)

 

 

9,300

 

Goodwill

 

 

52,432

 

 

 

12,752

 

 

 

65,184

 

Accounts payable

 

 

(90

)

 

 

—

 

 

 

(90

)

Accrued expenses and other current liabilities

 

 

(4,979

)

 

 

(1

)

 

 

(4,980

)

Operating lease liabilities

 

 

(334

)

 

 

—

 

 

 

(334

)

Contract liabilities

 

 

(262

)

 

 

—

 

 

 

(262

)

Deferred tax liabilities

 

 

(4,924

)

 

 

3,849

 

 

 

(1,075

)

Total fair value of net assets acquired

 

$

76,045

 

 

$

—

 

 

$

76,045

 
Seed Innovations, LLC [Member]  
Business Combination [Line Items]  
Summary of Components of Purchase Consideration

The following table summarizes the components of the purchase consideration to acquire Seed (in thousands):

 

Fair value of common stock issued(1)

 

$

30,076

 

Total purchase consideration

 

$

30,076

 
(1)
Reflects 752,264 shares of the Company’s common stock issued in the acquisition, multiplied by the closing price of the Company’s common stock on the closing date. These shares are inclusive of 234,990 shares held in escrow. The escrowed shares are expected to be released within 24 months after the close of the Seed Acquisition, subject to reductions for working capital adjustments and indemnity claims.
Summary of Preliminary Fair Value of Assets Acquired and Liabilities Assumed, Including Measurement Period Adjustments

The following table summarizes the preliminary fair values of Seed’s assets acquired and liabilities assumed, including measurement period adjustments, as of the acquisition date (in thousands):

 

 

 

Preliminary Fair Value

 

 

Measurement Period Adjustments

 

 

Adjusted Fair Value

 

Cash and cash equivalents

 

$

1,080

 

 

$

—

 

 

$

1,080

 

Accounts receivable

 

 

3,481

 

 

 

543

 

 

 

4,024

 

Prepaid expenses and other current assets

 

 

22

 

 

 

—

 

 

 

22

 

Operating lease right-of-use assets

 

 

1,327

 

 

 

—

 

 

 

1,327

 

Intangible assets

 

 

2,000

 

 

 

—

 

 

 

2,000

 

Goodwill

 

 

25,889

 

 

 

(543

)

 

 

25,346

 

Accounts payable

 

 

(765

)

 

 

—

 

 

 

(765

)

Accrued expenses and other current liabilities

 

 

(1,632

)

 

 

—

 

 

 

(1,632

)

Operating lease liabilities

 

 

(1,326

)

 

 

—

 

 

 

(1,326

)

Total fair value of net assets acquired

 

$

30,076

 

 

$

—

 

 

$

30,076

 
2025 Acquisitions [Member]  
Business Combination [Line Items]  
Summary of Purchase Price Allocation for Acquisitions Based on Estimated Fair Value of Identifiable Intangible Assets

The following table summarizes the purchase price allocation for the 2025 acquisitions based on the estimated fair value of the identifiable intangible assets (in thousands):

 

 

 

Fair Value

 

 

Useful Life

Developed technology

 

$

657,816

 

 

5 – 8 years

Customer relationships

 

 

36,835

 

 

2 – 10 years

In-process research and development

 

 

18,800

 

 

Indefinite

Tradenames

 

 

18,504

 

 

1 – 5 years

Non-compete agreements

 

 

8,477

 

 

2 years

Total intangible assets

 

$

740,432