v3.25.4
Stockholders’ Equity
12 Months Ended
Dec. 31, 2025
Stockholders’ Equity [Abstract]  
STOCKHOLDERS’ EQUITY

11. STOCKHOLDERS’ EQUITY

At-the-Market Offering Program (“ATM” Program”)

On June 20, 2023, the Company entered into separate At-the-Market Sales Agreement (each, a "Sales Agreement" and together, the “Previous Sales Agreements”) with BTIG, LLC, Compass Point Research & Trading, LLC and Oppenheimer & Co. Inc. (each a “Sales Agent” and together the “ Previous Sales Agents”) under which the Company may, from time to time, offer and sell shares of common stock, having an aggregate offering price of up to $75.0 million. Under the terms of the Previous Sales Agreement, the Company has agreed to pay the Previous Sales Agents a commission of up to 3.0% of the gross proceeds from each sale of common stock sold through the Sales Agents. On March 17, 2025, the Company entered into new separate at-the-market sales agreements (each a “New Sales Agreement” and together with the Previous Sales Agreements, the “Sales Agreements”) with BTIG, LLC, A.G.P./Alliance Global Partners LLC, ATB Capital Markets USA Inc. and Oppenheimer & Co. Inc., (each a “New Sales Agent” and together with the Previous Sales Agents, the “Sales Agents”), which increased the aggregate offering size of the at-the-market offering from $75 million to $100 million and reduced the maximum commission paid to the Sales Agents from 3.0% to 2.0% of the gross proceeds from each sale of common stock sold through the Sales Agents. Sales of common stock, if any, may be made in transactions that are deemed to be “at-the-market” offerings, as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

During the years ended December 31, 2025 and 2024, the Company sold an aggregate of 64,557 and 2,489,290 shares of the Company’s common stock under the Sales Agreement, respectively, which generated proceeds, net of commissions and offering expenses, of approximately $0.9 million and $38.4 million, during the comparable periods. The weighted average price for sales of our common stock in connection with the ATM program was $16.01 and $15.90 for the year ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, the shares of common stock sold pursuant to the registered direct offering in February 2023 and under the ATM Program are the only offerings that have been initiated under the Shelf Registration Statement.

Equity Incentive Plan

Concurrent with our IPO, the Company established the 2021 Plan, which is administered by the Compensation Committee of the Board. The 2021 Plan authorizes stock options, stock appreciation rights, restricted stock, stock bonuses, stock units, and other forms of awards granted or denominated in the Company’s common stock. The 2021 Plan retains flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. Any award may be structured to be paid or settled in cash. The Company has, and currently intends to continue to grant restricted stock awards ("RSA's") to participants in the 2021 Plan, but it may also grant any

other type of award available under the 2021 Plan in the future. Persons eligible to receive awards under the 2021 Plan include the Company’s officers and employees of the Manager and its affiliates or officers and employees of the Company’s subsidiaries, if any, the members of the Board, and certain consultants and other service providers.

As of December 31, 2025 and 2024, the maximum number of shares of the Company’s common stock that may be delivered pursuant to awards under the 2021 Plan (the “Share Limit”) equals 8.50% of the issued and outstanding shares of the Company’s common stock on a fully-diluted basis following the completion of the IPO. Shares that are subject to or underlie awards that expire or for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under the 2021 Plan will not be counted against the Share Limit and will again be available for subsequent awards under the 2021 Plan.

During the year ended December 31, 2024, RSA grants of 187,335 shares of common stock were granted to employees of our Manager and independent members of the Board. Pursuant to the respective award agreements, 163,280 RSA's granted to employees of the Manager vest annually in equal installments over a three-year period beginning on the first anniversary of the date of the grant. The remaining 24,055 RSA's granted to independent members of the Board vest annually over a one year period. Upon vesting, the vested restricted stock awards are exchanged for an equal number of shares of the Company’s common stock.

During the year ended December 31, 2025, RSA grants of 187,157 shares of common stock were granted to employees of our Manager and independent members of the Board. Pursuant to the respective award agreements, 171,944 RSA's granted to employees of the Manager vest annually in equal installments over a three-year period beginning on the first anniversary of the date of the grant. The remaining 15,213 RSA's granted to independent members of the Board vest annually over a one year period. Upon vesting, the vested restricted stock awards are exchanged for an equal number of shares of the Company’s common stock.

Forfeitures are recognized as they occur. There were 8,127 and 0 shares forfeited during the years ended December 31, 2025 and 2024, respectively. As individual awards and options become fully vested, stock-based compensation expense is adjusted to recognize actual forfeitures.

Shares that are exchanged by a participant or withheld by the Company as full or partial payment in connection with any award granted under the 2021 Plan, as well as any shares exchanged by a participant or withheld by the Company to satisfy tax withholding obligations related to any award granted under the 2021 Plan, will not be counted against the Share Limit and will again be available for subsequent awards under the 2021 Plan. To the extent that an award is settled in cash or a form other than shares, the shares that would have been delivered had there been no such cash or other settlement will not be counted against the Share Limit and will again be available for subsequent awards under the 2021 Plan.

Based on the closing market price of our common stock on December 31, 2025 and 2024 of $12.26 and $15.42, respectively, the aggregate intrinsic value of our restricted stock awards was as follows:

 

 

As of December 31, 2025

 

 

As of December 31, 2024

 

 

Outstanding

 

 

Vested

 

 

Outstanding

 

 

Vested

 

Aggregate intrinsic value

 

$

4,951,152

 

 

$

4,916,235

 

 

$

6,342,292

 

 

$

3,182,441

 

 

The following table summarizes the restricted stock activity for the Company’s directors and officers and employees of the Manager during the years ended December 31, 2025 and 2024, and the balance of unvested restricted stock as of such dates.

 

 

Unvested Restricted Stock

 

 

Weighted Average Grant Date
Fair Value
per Share

 

Balance at January 1, 2024

 

 

366,647

 

 

$

14.86

 

Granted

 

 

187,335

 

 

 

15.59

 

Vested

 

 

(142,679

)

 

 

15.00

 

Forfeited

 

 

-

 

 

 

-

 

Balance at December 31, 2024

 

 

411,303

 

 

$

15.14

 

Granted

 

 

187,157

 

 

 

14.79

 

Vested

 

 

(186,487

)

 

 

15.09

 

Forfeited

 

 

(8,127

)

 

 

15.38

 

Balance at December 31, 2025

 

 

403,846

 

 

$

15.00

 

 

Restricted stock compensation expense is based on the Company’s stock price at the date of the grant and is amortized over the vesting period. The share-based compensation expense for the Company was $3.4 million and $3.1 million for the years ended December 31, 2025 and 2024, respectively. The unamortized share-based compensation expense for the Company was approximately $3.7 million as of December 31, 2025, which the Company expects to recognize over the remaining weighted-average term of 1.4 years.