Fair Value Measurements
Fair value measurements are determined based on the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
As of December 31, 2025, we have no non-financial assets or liabilities that are measured and recorded at fair value on a recurring basis, and our other financial assets or liabilities generally consist of cash and cash equivalents, accounts receivable, contract assets, long-term contract assets, accounts payable, accrued expenses and other current liabilities and long-term debt. We have earnout liabilities measured and recorded within our accrued expenses and other current liabilities and other liabilities
The estimated fair values of our cash and cash equivalents approximate their carrying values and are determined based on quoted prices in active markets for identical assets. The estimated fair values of our long-term debt balances, excluding the Senior Notes, approximate their carrying values based on their variable interest rate terms that are based on current market interest rates for similar debt instruments. The Convertible Notes matured in February 2025 and, accordingly, were no longer outstanding as of December 31, 2025 and are not included in our year‑end fair value disclosures. The fair market value of the Senior Notes as of December 31, 2025 is disclosed in Note 12. The estimated fair values of our earnout liabilities, that are based on revenue and/or EBITDA, are classified within Level 3 of the hierarchy as the fair values are derived using a Monte Carlo simulation analysis in a risk neutral framework, which uses a combination of observable (Level 2) and unobservable (Level 3) inputs.
The following table provides a reconciliation of the ending balances of the earnout liabilities at fair value (in thousands):
Earnout liabilities
Estimated fair value at December 31 2023
$44,206 
Change in estimated fair value
(7,849)
Earnout liabilities for newly acquired entities
28,480 
Settlement of liability
(16,338)
Foreign currency translation adjustment
(125)
Estimated fair value at December 31, 2024
48,374 
Change in estimated fair value
25,303 
Earnout liabilities for newly acquired entities
49,336 
Settlement of liability
(42,834)
Foreign currency translation adjustment
537 
Estimated fair value at December 31, 2025
$80,716 
The fair values of the other financial assets and liabilities are based on the values that would be received or paid in an orderly transaction between market participants and approximate their carrying values due to their nature and/or short duration.

Historical Timeline

Fiscal YearFiled
2025Feb 12, 2026Showing above
2024Feb 14, 2025
2023Feb 22, 2024
2022Feb 16, 2023
2021Feb 18, 2022
2020Feb 17, 2021
2019Feb 21, 2020
2018Feb 22, 2019
2017Feb 26, 2018
2016Feb 17, 2017
2015Feb 19, 2016

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.