The Company’s Series A Preferred Stock are convertible at the election of the holders into shares of Common Stock, without the payment of additional consideration by the holders into such number of shares of Common Stock as determined by dividing the original issue price, plus accrued interest by a conversion price equal to $11.00 per share at the time of conversion.

Shares of Series A Preferred Stock are mandatorily redeemable by the Company on April 25, 2032 at a redemption amount that is equal to the stated value, plus accrued but unpaid interest. Accrued interest for the Series A Preferred Stock was $27.1 million and $25.3 million during the years ended December 31, 2025 and 2024, respectively. Shares of Series A Preferred Stock are also redeemable upon certain triggering events outside of the control of the Company, including that shares of Series A Preferred Stock may be redeemed by the Company (a) on or after April 25, 2027 or (b) in connection with the consummation of a fundamental change in the Company’s voting and governance structure such as the sale of the Company or its subsidiaries representing more than 50% of the Company’s voting stock or a similar liquidity event. Shares of Series A Preferred Stock may be redeemed by the holder upon the consummation of a fundamental change, such as the sale of the Company or a similar liquidity event.

As of December 31, 2025, it is probable that the Series A Preferred Stock may become redeemable on April 25, 2032. The Company has elected to recognize changes in redemption value immediately, adjusting the preferred stock to the maximum redemption value at each reporting date. Upon Closing, the Series A Preferred Stock had both a carrying value and redemption value of $332.7 million, the 50% multiplier, valued at $156.4 million, was removed. As of December 31, 2025 and 2024, the Series A Preferred Stock had both a carrying value and redemption value of $407.3 million and $380.2 million, respectively. Refer to table below.

The Company determined the fair value of the other features requiring bifurcation, both individually and in the aggregate were immaterial at December 31, 2025 and 2024. The fair value of these features will be assessed at each reporting date and will be recognized and remeasured at fair value, if material.


	Redeemable Series A Preferred Stock
dollars in thousands	Shares	Amounts
Balance as of December 31, 2024	315,789.473684	$	380,179
Adjustment to maximum redemptions value	—	27,078
Balance as of December 31, 2025	315,789.473684	$	407,257

Balance as of December 31, 2023	315,789.473684	$	354,840
Adjustment to maximum redemptions value	—	25,339
Balance as of December 31, 2024	315,789.473684	$	380,179