18. Related Party Transactions

On June 14, 2024, the Company, and TowerBrook, as the Selling Stockholder, completed the Equity Offering, which resulted in the dilution of TowerBrook’s ownership and voting power in the Company. As a result, TowerBrook no longer controls a majority of the voting power of the Company’s outstanding voting stock and, therefore, the Company no longer qualifies as a “controlled company” within the meaning of the New York Stock Exchange corporate governance standards. Despite this change, TowerBrook remains an affiliated entity of the Company.

On December 9, 2024, the Company and Elm Street entered into the Consulting Agreement to assist the Company in developing enhanced operational strategies with a focus on growth opportunities. This agreement was subsequently amended on March 11, 2025. Elm Street is owned by Jim Scully, who served as a director on the Company’s Board until June 2024. Effective May 20, 2025, the Company and Elm Street agreed to end the engagement.

During Fiscal Year 2025 and FY 2024, the Company incurred costs of $0.8 million and $0.4 million, respectively, under the Consulting Agreement. The Company did not incur such costs in FY 2023. As of January 31, 2026, the Company did not owe Elm Street. As of February 1, 2025, the Company owed $0.7 million. The Consulting Agreement resulted in a net award of 33,334 stock options to Elm Street, which vested on February 7, 2025. The amendment resulted in the cancellation of 66,666 of the original 100,000 stock options initially awarded under the Consulting Agreement, and accordingly, $0.3 million of compensation expense was reversed in Selling, general and administrative expenses in the consolidated statements of operations and comprehensive income during the Fiscal Year ended January 31, 2026. The stock options expire three years from the December 9, 2024 grant date. As of January 31, 2026, there was no unrecognized compensation cost as the stock options were fully vested.

During Fiscal Year 2024 the Company paid Elm Street a one time non-refundable upfront fee of $0.2 million in December 2024, which was recorded to Prepaid expenses and other current assets in the consolidated balance sheet and was being amortized over the term of the Consulting Agreement. Additionally, as of February 1, 2025, the Company paid a monthly installment payment of $0.3 million as per the terms of the Consulting Agreement.

The Company was party to the Subordinated Credit Agreement, with a group of lenders that includes certain affiliates of TowerBrook and the Chairman of our Board, until it was repaid in full on April 5, 2023.

In the consolidated statements of operations and comprehensive income, in association with the Subordinated Facility, the Company incurred $1.1 million of Interest expense – related party during Fiscal Year 2023. The Company did not incur Interest expense – related party during Fiscal Years 2025 and 2024.

For Fiscal Year 2024, the Company incurred $0.1 million in third-party expenses, primarily related to the payment of legal and professional fees associated with TowerBrook’s sale of the Company’s common stock in connection with the Equity Offering. The company did not incur such expenses during Fiscal Year 2025 and 2023. During the Fiscal Years 2025, 2024 and 2023, the Company incurred an immaterial amount of other related party transactions.