Mergers and Acquisitions |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
| Mergers and Acquisitions |
Mergers and Acquisitions
There were no acquisitions completed during the three months ended March 31, 2026.
2025 Acquisitions
On February 3, 2025, the Company completed the acquisition of Velocity Risk Underwriters, LLC (“Velocity”), an MGU
specializing in first-party insurance coverage for catastrophe exposed properties, headquartered in Nashville, Tennessee,
for cash consideration of $549.6 million and contingent consideration of $19.6 million. Measurement period adjustments
related to the initial valuation of contingent consideration of $1.5 million, Other current assets of $1.5 million, and net
working capital of $0.9 million were recognized as a net $0.9 million increase in Goodwill on the Consolidated Balance
Sheets as of December 31, 2025.
On May 1, 2025, the Company completed the acquisition of certain assets of USQRisk Holdings, LLC, a company based in
New York, New York, and London, England, that underwrites, structures, prices, and places specialty insurance for
corporate clients seeking bespoke, multi-year risk solutions, for cash consideration of $28.9 million and contingent
consideration of $23.8 million. A measurement period adjustment related to net working capital of $0.2 million was
recognized as an increase in Goodwill on the Consolidated Balance Sheets as of December 31, 2025.
On May 16, 2025, the Company completed the acquisition of 360° Underwriting, an MGU specializing in commercial
construction, based in Dublin and Galway, Ireland, for cash consideration of $28.2 million and contingent consideration of
$0.6 million.
On July 1, 2025, the Company completed the acquisition of certain assets of J.M. Wilson Corporation, a binding authority
and surplus lines broker specializing in transportation insurance, headquartered in Portage, Michigan, for $67.2 million of
cash consideration and $20.4 million of LLC Common Units. Measurement period adjustments related to Commissions and
fees receivable – net of $0.8 million, the initial valuation of Customer relationships of $0.4 million, and net working capital
of $0.6 million were recognized as a net $0.6 million increase in Goodwill on the Consolidated Balance Sheets as of
December 31, 2025.
On December 1, 2025, the Company completed the acquisition of Stewart Specialty Risk Underwriting Ltd., an MGU
specializing in underwriting large-account, high-hazard property and casualty solutions, based in Toronto, Canada, for
$124.3 million of cash consideration and $8.1 million of the Company’s Class A common stock. During the three months
ended March 31, 2026, a measurement period adjustment related to net working capital of $1.3 million was recognized as
an increase in Goodwill on the Consolidated Balance Sheets.
The Company recognized acquisition-related expenses, which include advisory, legal, accounting, valuation, and diligence-
related costs, for the Velocity acquisition of $3.9 million during the three months ended March 31, 2025, in General and
administrative expense on the Consolidated Statements of Income (Loss).
Estimates and assumptions used in the acquisition valuations are subject to change within the measurement period up to
one year from each acquisition date.
Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information presents the combined results of operations of the Company as if
the acquisitions completed during the three months ended March 31, 2025, occurred on January 1, 2024. The unaudited pro
forma financial information is presented for informational purposes only and is not indicative of the results of operations
that would have been achieved if the acquisitions had taken place on the date indicated or of results that may occur in the
future.
The unaudited pro forma financial information includes adjustments related to incremental amortization expense on
acquired intangible assets, transaction costs, incremental income tax expense related to the CCR (as defined in Note 16,
Income Taxes), and the consequential tax effects of the pro forma adjustments.
Contingent Consideration
Total consideration for certain acquisitions includes contingent consideration or contingently returnable consideration,
which is generally based on the EBITDA or revenue of the acquired business following a defined period after purchase.
Further information regarding the fair value measurements of contingent consideration and contingently returnable
consideration is detailed in Note 13, Fair Value Measurements. The Company recognizes income or loss for the changes in
fair value of estimated contingent consideration and contingently returnable consideration within Change in contingent
consideration, and recognizes accretion of the discount on these assets or liabilities within Interest expense, net, on the
Consolidated Statements of Income (Loss). The table below summarizes the amounts recognized:
As of March 31, 2026, the aggregate amount of maximum consideration related to acquisitions was $597.3 million of
contingent consideration and $6.6 million of contingently returnable consideration.
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