v3.25.4

Business Combinations | 12 Months Ended
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Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
Business Combinations | Business Combinations Acquisition of Enfusion Inc. On April 21, 2025 (“Enfusion Acquisition Date”), the Company completed its acquisition of all outstanding stock of Enfusion, Inc (“Enfusion”), a leader in SaaS solutions for the investment management and hedge fund industry. The following table illustrates the computation of the estimated preliminary fair value of consideration transferred (in thousands):
| Fair Value
Cash paid (1) | $ | 760,499 |
Fair value of Class A common stock issued (2) | 598,648 |
Fair value of converted Enfusion equity awards attributable to pre-combination service (3) | 12,769 |
Payment to terminate Enfusion’s tax receivable agreement (4) | 30,000 |
Total Merger Consideration | 1,401,916 |
Less: cash acquired | 22,864 |
Total Merger Consideration, net of cash acquired | $ | 1,379,052 |
(1) Represents the cash consideration paid, consisting of (i) $760 million calculated as a product of 130 million outstanding shares of Enfusion common stock and cash consideration of $5.85 per share, and (ii) $20 thousand to settle all options. (2) Represents the fair value of 28,066,027 shares of CWAN Class A common stock estimated issued, calculated using the per share price of Class A common stock as of April 21, 2025 of $21.33. Each share of Enfusion common stock settled at closing was exchanged based on an exchange ratio of 0.2159 shares of Class A common stock per share of Enfusion common stock. (3) Represents the fair value of Enfusion restricted stock units (“RSUs”) and performance RSUs attributable to pre-combination services. Each outstanding Enfusion RSU and Enfusion RSU that vested in whole or in part based on performance-based vesting conditions assumed by CWAN was converted into a number of RSU awards denominated in shares of CWAN Class A common stock (“CWAN RSUs”). 1.9 million CWAN RSUs with a fair value of $41.3 million were issued, with $12.8 million attributable to pre-combination services. The fair value of Enfusion' equity awards after their conversion into CWAN equity awards attributable to post-combination service will be recognized as expense over the post-combination service periods on a straight-line basis. (4) Represents payment to terminate Enfusion's tax receivable agreement in connection with the acquisition. We have accounted for this transaction as a business combination and allocated the fair value of the consideration to the tangible and intangible assets acquired as well as liabilities assumed, based on their estimated fair values. The excess of the purchase price over the preliminary fair values of these identifiable assets and liabilities was recorded as goodwill. The allocated preliminary fair value is summarized as follows (in thousands):
| Fair Value
Accounts receivable | $ | 35,445 |
Prepaid expenses and other current assets | 1,753 |
Property, equipment and software | 9,035 |
Operating lease right-of-use assets | 16,211 |
Deferred tax assets, net | 42,085 |
Other non-current assets | 1,625 |
Intangible assets | 450,000 |
Goodwill | 854,391 |
Accounts payable | (1,059) |
Accrued expenses and other current liabilities | (11,694) |
Operating lease liability, current portion | (5,570) |
Operating lease liability, less current portion | (12,607) |
Other long-term liabilities | (562) |
Total Merger Consideration for acquisition of business, net of cash acquired | $ | 1,379,053 |
We expect to finalize the allocation of the purchase consideration as soon as practicable, pending finalization of taxes and any other adjustments related to acquired assets or liabilities, but no later than 12 months from the Enfusion Acquisition Date. Goodwill generated from this business combination is primarily attributable to the assembled workforce and expected post-acquisition synergies from integrating Enfusion into our business. The goodwill is expected to be partially deductible for income tax purposes. The following table presents details of the preliminary fair values of identified intangible assets acquired (in thousands, except years):
| Fair Value |  | Estimated Useful Life
Developed technology | $ | 400,000 |  |  | 7 years
Client relationships | 40,000 |  |  | 10 years
Trade name / Trademarks | 10,000 |  |  | 5 years
Total | $ | 450,000 |  |  |
The identified intangible assets are measured at fair value as Level 3 in accordance with the fair value hierarchy. Acquisition-related costs incurred were $4.6 million during the year ended December 31, 2025. These costs mainly consisted of professional fees and administrative costs and were expensed as incurred within "General and administrative" in our consolidated statements of operations. The results of Enfusion’s operations have been included in our consolidated financial statements since the Enfusion Acquisition Date. Enfusion's operations contributed revenues of $158.9 million, as well as net losses of $14.6 million, to our consolidated statements of operations for the year ended December 31, 2025. Acquisition of Beacon Platform Inc. On April 30, 2025 (“Beacon Acquisition Date”), the Company completed its acquisition of all outstanding stock of Beacon Platform Inc. (“Beacon”), a next-generation leader for cross-asset class modeling and risk analytics for derivatives, private credit and debt, structured products and other alternative assets. The following table illustrates the computation of the estimated preliminary fair value of consideration transferred.
| Fair Value
Cash (1) | $ | 351,327 |
Fair value of Class A common stock issued (2) | 178,707 |
Fair value of converted Beacon equity awards attributable to pre-combination service (3) | 1,911 |
Total Merger Consideration | 531,945 |
Less: cash acquired | 44,208 |
Total Merger Consideration, net of cash acquired | $ | 487,737 |
(1) Represents the cash consideration paid and to be paid, calculated based on $7.86 per share. (2) Represents fair value of 7,858,675 shares of CWAN Class A common stock, calculated using the per share price of Class A common stock as of April 30, 2025 of $22.74. All shares of Class A common stock were issued as of December 31, 2025. (3) Represents the fair value of Beacon options attributable to pre-combination services. Each outstanding and unvested Beacon option assumed by CWAN was converted into a number of CWAN RSUs. 0.2 million CWAN RSUs with a fair value of $5.5 million were issued, with $1.9 million attributable to pre-combination services. The fair value of Beacon equity awards after their conversion into CWAN equity awards attributable to post-combination service will be recognized as expense over the post-combination service periods on a straight-line basis. We have accounted for this transaction as a business combination and allocated the fair value of the consideration to the tangible and intangible assets acquired as well as liabilities assumed, based on their estimated fair values. The excess of the purchase price over the preliminary fair values of these identifiable assets and liabilities was recorded as goodwill. The allocated preliminary fair value is summarized as follows (in thousands):
| Fair Value
Accounts receivable | $ | 16,769 |
Prepaid expenses and other current assets | 1,427 |
Property, equipment and software | 201 |
Operating lease right-of-use assets | 2,597 |
Intangible assets | 166,900 |
Other assets | 431 |
Goodwill | 339,247 |
Accounts payable | (1,272) |
Accrued expenses and other current liabilities | (8,271) |
Deferred revenue | (12,347) |
Operating lease liability, current portion | (482) |
Operating lease liability, less current portion | (2,251) |
Deferred tax liabilities, net | (14,747) |
Other long-term liabilities | (465) |
Total Merger Consideration for acquisition of business, net of cash acquired | $ | 487,737 |
We expect to finalize the allocation of the purchase consideration as soon as practicable, pending finalization of taxes and any other adjustments related to acquired assets or liabilities, but no later than 12 months from the Beacon Acquisition Date. Goodwill generated from this business combination is primarily attributable to the assembled workforce and expected post-acquisition synergies from integrating Beacon into our business. The goodwill is not expected to be deductible for income tax purposes. The following table presents details of the preliminary fair values of identified intangible assets acquired (in thousands, except years):
| Fair Value |  | Estimated Useful Life
Developed technology | $ | 130,000 |  |  | 8 years
Client relationships | 33,500 |  |  | 10 years
Trade name / Trademarks | 3,400 |  |  | 5 years
Total | $ | 166,900 |  |  |
The identified intangible assets are measured at fair value as Level 3 in accordance with the fair value hierarchy. Acquisition-related costs incurred were $4.1 million during the year ended December 31, 2025. These costs mainly consisted of professional fees and administrative costs and were expensed as incurred within "General and administrative" in our consolidated statements of operations. The results of Beacon’s operations have been included in our consolidated financial statements since the Beacon Acquisition Date. Beacon's operations contributed revenues of $35.6 million to our consolidated statements of operations for the year ended December 31, 2025. These acquisitions accelerate CWAN’s vision of creating a unified, real-time portfolio view across all asset types in a single, cloud-native front-to-back platform solution for the investment management industry. Supplemental Pro Forma Financial Information (Unaudited) The following unaudited pro forma financial information presents a summary of the condensed combined results of operations for each of the periods presented, as if the acquisitions of Enfusion and Beacon had occurred as of January 1, 2024, prepared in accordance with ASC 805. The information below reflects pro forma adjustments based on available information and certain assumptions that management believes are factual and supportable. The unaudited pro forma financial information includes adjustments primarily related to amortization of intangible assets acquired, stock-based compensation expense, interest expense for transaction financing, and acquisition-related costs along with the consequential tax effects.
|  | Year Ended December 31,
|  |  |  | 2025 |  | 2024
Revenue |  |  |  | $ | 817,005 |  |  | $ | 708,264 |
Net income (loss) |  |  |  | $ | (71,653) |  |  | $ | 292,140 |
The unaudited pro forma financial information presented above is for informational purposes only and is not indicative of the consolidated results of operations of the combined business had the acquisitions of Enfusion and Beacon actually occurred as of January 1, 2024, or of the results of future operations of the combined business.

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