11. Fair Value Measurements

GAAP defines fair value as the price that would be received to sell an asset or to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

• Level 1— Observable inputs that reflect quoted prices in active markets for identical assets or liabilities.

• Level 2 — Observable inputs other than quoted prices included in Level 1. The Company values assets and liabilities included in this level using dealer and broker quotations, certain pricing models, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data.

• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Recurring Fair Value Measurements

The following table presents the Company's financial assets and liabilities that are measured at fair value on a recurring basis, excluding assets related to the Company's defined benefit pension plans, categorized using the fair value hierarchy:

 

December 31,

 

2025

 

 

 

Quoted
Prices in
Active Markets
(Level 1)

 

 

Significant
Other
Observable
Inputs
(Level 2)

 

 

Significant
Unobservable
Inputs
(Level 3)

 

 

Total

 

 

 

(In thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

11,729

 

 

$

 

 

$

 

 

$

11,729

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Contingent earnout liability (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

2024

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

(In thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

11,252

 

 

$

 

 

$

 

 

$

11,252

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Contingent earnout liability (2)

 

 

 

 

 

 

 

 

1,382

 

 

 

1,382

 

(1) The fair values of the money market funds were based on recently quoted market prices and reported transactions in an active marketplace. Money market funds are included on the Company's Consolidated Balance Sheets in "Cash and cash equivalents."

(2) The Level 3 fair value of the contingent earnout liability was estimated using internally-prepared EBITDA projections and discount rates determined using a combination of observable and unobservable market data based on changes to projections of acquired entities over the earnout periods, which spanned multiple years. The Company recognized a pretax contingent earnout expense (benefit) totaling $537,000 in 2025 and $(1,099,000) in 2024 related to the fair value adjustments of earnout liabilities. The fair value of the contingent earnout liability is included in "Other accrued liabilities" and "Other noncurrent liabilities" on the Company's Consolidated Balance Sheets, based upon the term of the contingent earnout agreements.

The following table summarizes the change in the fair value of the Company's contingent earnout liability balance:

 

December 31,

 

2025

 

 

2024

 

 

 

(In thousands)

 

Acquisition-related contingent consideration, beginning of the year

 

$

2,519

 

 

$

13,066

 

Change in fair value of contingent consideration, including foreign exchange impacts

 

 

490

 

 

 

(1,264

)

Settlement of contingent consideration

 

 

(1,326

)

 

 

(9,283

)

Acquisition-related contingent consideration, end of the year

 

$

1,683

 

 

$

2,519

 

As of December 31, 2025, an earnout liability of $1,683,000 for the 2025 earnout period is based on the actual achievement of performance targets and will be paid in 2026, thus is no longer subject to fair value measurement. Changes in fair value of contingent consideration are included in "Selling, general, and administrative expenses" on the Consolidated Statements of Operations.

Fair Value Disclosures

The categorization of assets and liabilities within the fair value hierarchy and the measurement techniques are reviewed quarterly. Any transfers between levels are deemed to have occurred at the end of the quarter.

The fair values of accounts receivable, unbilled revenues, accounts payable and short-term borrowings approximate their respective carrying values due to the short-term maturities of the instruments. The interest rate on the Company's variable rate long-term debt resets at least every 90 days; therefore, the recorded value approximates fair value. These assets and liabilities are measured within Level 2 of the fair value hierarchy.

Fair Value Measurements for Defined Benefit Pension Plan Assets

The fair value hierarchy is also applied to certain other assets that indirectly impact the Company's consolidated financial statements. Assets contributed by the Company to its defined benefit pension plans become the property of the individual plans. Even though the Company no longer has control over these assets, it is indirectly impacted by subsequent fair value adjustments to these assets. The actual return on these assets impacts the Company's future net periodic benefit cost, as well as amounts recognized in its Consolidated Balance Sheets. The Company uses the fair value hierarchy to measure the fair value of assets held by its U.S. and U.K. defined benefit pension plans.

The following table summarizes the level within the fair value hierarchy used to determine the fair value of the Company's pension plan assets for its U.S. Qualified Plan at December 31, 2025 and 2024:

 

December 31,

 

2025

 

 

2024

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

(In thousands)

 

Asset Category:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

388

 

 

$

 

 

$

 

 

$

388

 

 

$

2,551

 

 

$

 

 

$

 

 

$

2,551

 

Short-term investment funds

 

 

 

 

 

9,903

 

 

 

 

 

 

9,903

 

 

 

 

 

 

5,782

 

 

 

 

 

 

5,782

 

Common Collective Equity funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

 

 

 

21,707

 

 

 

 

 

 

21,707

 

 

 

 

 

 

24,304

 

 

 

 

 

 

24,304

 

International

 

 

 

 

 

13,399

 

 

 

 

 

 

13,399

 

 

 

 

 

 

14,039

 

 

 

 

 

 

14,039

 

Common Collective Fixed Income Funds and Fixed Income Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

50,619

 

 

 

122,346

 

 

 

 

 

 

172,965

 

 

 

46,572

 

 

 

135,047

 

 

 

 

 

 

181,619

 

International

 

 

 

 

 

24,533

 

 

 

 

 

 

24,533

 

 

 

 

 

 

22,040

 

 

 

 

 

 

22,040

 

Alternative strategy funds

 

 

 

 

 

8,536

 

 

 

1,527

 

 

 

10,063

 

 

 

 

 

 

500

 

 

 

10,528

 

 

 

11,028

 

Total Plan Assets

 

$

51,007

 

 

$

200,424

 

 

$

1,527

 

 

 

252,958

 

 

$

49,124

 

 

$

201,712

 

 

$

10,528

 

 

 

261,364

 

Other plan liabilities, net (a)

 

 

 

 

 

 

 

 

 

 

 

(34,957

)

 

 

 

 

 

 

 

 

 

 

 

(31,891

)

Net Plan Assets

 

 

 

 

 

 

 

 

 

 

$

218,001

 

 

 

 

 

 

 

 

 

 

 

$

229,473

 

(a) net amounts payable for unsettled security transactions.

The following table summarizes the level within the fair value hierarchy used to determine the fair value of the Company's pension plan assets for its U.K. plans at December 31, 2025 and 2024:

 

December 31,

 

2025

 

 

2024

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

(In thousands)

 

Asset Category:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,475

 

 

$

 

 

$

 

 

$

1,475

 

 

$

701

 

 

$

 

 

$

 

 

$

701

 

Common Collective Fixed Income Funds and Fixed Income Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term investment funds:

 

 

 

 

 

43,338

 

 

 

 

 

 

43,338

 

 

 

 

 

 

46,997

 

 

 

 

 

 

46,997

 

Government securities

 

 

64,635

 

 

 

16,325

 

 

 

 

 

 

80,960

 

 

 

61,246

 

 

 

16,762

 

 

 

 

 

 

78,008

 

Alternative strategy funds

 

 

9,389

 

 

 

30,581

 

 

 

3,248

 

 

 

43,218

 

 

 

8,090

 

 

 

32,998

 

 

 

2,284

 

 

 

43,372

 

Real estate funds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

666

 

 

 

666

 

Total

 

$

75,499

 

 

$

90,244

 

 

$

3,248

 

 

$

168,991

 

 

$

70,037

 

 

$

96,757

 

 

$

2,950

 

 

$

169,744

 

 

Short-term investment funds consist primarily of funds with a maturity of 60 days or less and are valued at amortized cost which approximates fair value.

Equity securities consist primarily of common collective funds (Level 2). Common collective funds are valued at the net asset value per share multiplied by the number of shares held as of the measurement date.

Fixed income securities consist of money market funds, government securities, corporate bonds and debt securities, mortgage-backed securities and other common collective funds. Government securities are valued by third-party pricing sources and are valued daily in an active market (Level 1). Corporate bonds are valued using either the yields currently available on comparable securities of issuers with similar credit ratings or using a discounted cash flows approach that utilizes observable inputs, such as current yields of similar instruments, and includes adjustments for valuation adjustments from internal pricing models which use observable inputs such as issuer details, interest rates, yield curves, default rates and quoted prices for similar assets (Level 2). Mortgage-backed securities are valued by pricing service providers that use broker-dealer quotations or valuation estimates from their internal pricing models (Level 2). Other common collective funds are valued at the net asset value per share multiplied by the number of shares held as of the measurement date (Level 2).

Alternative strategy funds are valued by third-party pricing sources and are valued daily using quoted prices in active markets (Level 1) or are valued using observable inputs, including net asset value information and other market-corroborated data, to estimate fair value as of the measurement date (Level 2). Alternative strategy funds may include derivative instruments such as futures, forward contracts, options and swaps and are used to help manage risks. Derivative instruments are generally valued by the investment managers or in certain instances by third party pricing sources (Level 2) or may, due to the inherent uncertainty of valuation for those investments, differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material (Level 3).

Real estate funds are primarily property unit trusts whose values are primarily reported by the fund manager and are based on valuation of the underlying investments which include inputs such as cost, discounted cash flows, independent appraisals and market-based comparable data (Level 3). The fair values may, due to the inherent uncertainty of valuation for those investments, differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.

Changes in fair value related to assets still held at the reporting date are included in "Accumulated Other Comprehensive Loss" on the Consolidated Balance Sheet. The following table provides a reconciliation of the beginning and ending balance of Level 3 assets within the Company's U.S. and U.K. pension plans during the years ended December 31, 2025 and 2024:

 

 

 

U.S

 

 

U.K.

 

 

 

(in thousands)

 

Balance at December 31, 2023

 

$

11,299

 

 

$

4,927

 

Actual return on plan assets:

 

 

 

 

 

 

Related to assets still held at the reporting date

 

 

(1,350

)

 

 

107

 

Related to assets sold during the period

 

 

(264

)

 

 

63

 

Purchases, sales and settlements, net

 

 

843

 

 

 

(3,113

)

Transfers into Level 3

 

 

 

 

 

966

 

Balance at December 31, 2024

 

 

10,528

 

 

 

2,950

 

Actual return on plan assets:

 

 

 

 

 

 

Related to assets still held at the reporting date

 

 

419

 

 

 

496

 

Related to assets sold during the period

 

 

30

 

 

 

(85

)

Purchases, sales and settlements, net

 

 

449

 

 

 

(113

)

Transfers out of Level 3

 

 

(9,899

)

 

 

 

Balance at December 31, 2025

 

$

1,527

 

 

$

3,248

 

Historical Timeline

Fiscal YearFiled
2025Mar 2, 2026Showing above
2024Mar 3, 2025
2023Mar 4, 2024
2022Mar 6, 2023
2021Mar 15, 2022
2020Mar 4, 2021
2019Mar 5, 2020

About Fair Value Disclosures

Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.

Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.