N-able, Inc.

3. Acquisitions

Adlumin, Inc.

On November 20, 2024, we acquired Adlumin, Inc. (“Adlumin”) a Washington, D.C. based enterprise-grade security operations platform provider. The aggregate consideration payable at closing of the transaction included $98.7 million in cash and the issuance of up to 1,570,762 shares of our common stock. Additionally, the former Adlumin shareholders have the right to receive $120.0 million in cash in installments of $52.5 million and $67.5 million on the first and second anniversaries of the closing date, respectively, and up to an aggregate of $30.0 million in potential cash earn-out payments payable in 2025 and 2026 based upon the achievement of certain performance metrics against defined targets for the 2024 and 2025 fiscal years.

The following table summarizes the amounts recognized for the assets acquired and liabilities assumed:

The results of operations related to Adlumin since the acquisition date are included in our Consolidated Financial Statements. Of the $120.0 million of deferred consideration, $7.0 million and $7.8 million are contingent upon certain employees’ continued employment on the first and second anniversaries of the closing date, respectively. These amounts are accounted for as compensation expense for post-combination services. During the year ended December 31, 2025, we paid $6.2 million of such amounts in connection with the first anniversary of the closing date. Of the $120.0 million of deferred consideration, $45.5 million and $59.7 million are to be paid on the first and second anniversary dates of the closing, respectively, based upon the passage of time and were recorded at fair value as of the date of the transaction. During the year ended December 31, 2025, we paid $45.5 million of such amounts in connection with the first anniversary of the closing date.

At the date of acquisition, the fair value of the deferred consideration was $96.3 million. As of March 31, 2026, the fair value of the deferred consideration, net of payments of $51.7 million, was $62.4 million, resulting in the recognition of expense of $1.7 million for the three months ended March 31, 2026.

At the date of acquisition, the fair value of the contingent consideration was $16.6 million. As of March 31, 2026, the fair value of the remaining contingent consideration of up to $15.0 million, net of payments of $5.4 million, was $10.3 million, resulting in the recognition of a gain of $0.6 million for the three months ended March 31, 2026.

See Note 6. Fair Value Measurements, Note 7. Accrued Liabilities and Other and Note 11. Commitments and Contingenciesfor additional information regarding the deferred and contingent consideration liabilities.

We recognize revenue on the acquired products in accordance with our revenue recognition policy as described in Note 2. Summary of Significant Accounting Policies.