TransUnion

2. Business Acquisition

In October 2021, we acquired a 30% equity interest in Monevo Limited (“Monevo”), which we accounted for as a Cost Method Investment. On April 1, 2025, we acquired the remaining 70% of the outstanding equity of Monevo and gained control of Monevo by exercising a call option we obtained when we made our initial investment. The strike price of the call option paid at closing was $56.0 million, which was funded with cash on hand. Cash acquired from Monevo in connection with the transaction was $0.3 million, resulting in a net cash payment of $55.7 million. There was no contingent consideration related to this transaction.

Monevo is a credit prequalification and distribution platform that empowers lenders and banks to deliver highly personalized credit offers to consumers via comparison websites and other third parties. Monevo’s platform enables comparison websites and other online brands known as publishers to embed highly personalized credit offers, predominantly in the U.K. and U.S. markets.

We engaged in business activities with Monevo prior to the date of acquisition that were not material. The results of operations of Monevo subsequent to the acquisition date, which are not material, and the assets acquired and liabilities assumed, are partially included within our U.S. Market segment and partially included within our International segment.

We accounted for the transaction as a step acquisition in accordance with ASC Topic 805, Business Combinations. Accordingly, we remeasured our initial 30% investment, including the call option and other related assets, at a fair value of $60.8 million, resulting in a non-taxable gain of $12.3 million recorded within other income and (expense), net in the Consolidated Statements of Operations. The total estimated purchase consideration of $115.7 million was principally comprised of the cash paid plus the fair value of our initial 30% investment, including the call option and other related assets. We used a combination of the discounted cash flow method and the guideline public company method to determine the overall fair value of Monevo. The gain recognized on our initial 30% equity interest and call option represents the difference between the fair value of Monevo, and the cash paid at closing plus the carrying values of our original 30% investment, the call option and other related assets.

Based on the preliminary purchase consideration allocation, we recognized $67.3 million of goodwill, $64.0 million of amortizable intangible assets consisting primarily of developed technology, and a deferred tax liability of $15.6 million. The remaining purchase price was allocated to other net assets of Monevo. We estimate the weighted-average useful lives of the amortizable intangible assets to be approximately 11 years.

The purchase price of the acquisition exceeded the fair value estimate of the net assets acquired due primarily to expected future revenue growth opportunities, synergies, operating efficiencies and the assembled workforce. None of the goodwill is tax deductible.

The total consideration for this acquisition is preliminary, pending final customary purchase price adjustments. The valuation of the assets acquired and liabilities assumed are based on management’s best estimates and assumptions as of December 31, 2025. We will complete the analysis of the total purchase consideration and allocation once we obtain the information necessary, which we expect to do within one year from the acquisition date.

We recognized cumulative transaction costs of $3.1 million related to the acquisition, including $1.7 million for the year ended December 31, 2025, which we have recorded within other income and (expense), net in the Consolidated Statements of Operations.