Note 14 – Stock-Based Compensation

The Company’s 2025 Equity and Incentive Plan (the “Equity Plan”) provides common-stock-based awards to both employees and non-employee directors. The Equity Plan is administered by the Company’s Board of Directors and by the compensation committee with respect to other participants and authorizes the Company to grant incentive stock-based awards. To date, no more than 6,000,000 shares of Class A common stock in the aggregate may be issued under the Equity Plan in connection with incentive stock options. The Equity Plan permits the granting of various types of awards including, but not limited to, restricted stock units (“RSUs”) and performance stock units (“PRSUs”).

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”). The Company recognizes compensation expense on all stock-based awards on a straight-line basis, measured using their respective grant-date fair value. The Company accounts for forfeitures when they occur and recognize the impact to compensation expense accordingly.

The maximum number of shares that are subject to awards under the Equity Plan is subject to an annual increase equal to the lesser of 2% of the number of Class A shares common stock issued and outstanding on December 31 of the immediately preceding calendar year and an amount determined by our Board of Directors. As of March 31, 2026, 4,525,808 shares of Class A common stock are available for future grant under the Equity Plan. The following table summarizes compensation expense for RSUs and PRSUs for the three months ended March 31, 2026 and 2025. These costs are included in selling, general and administrative costs in the accompany condensed consolidated statements of operations.

Restricted Stock Units

The RSU awards granted to the Company’s executives and employees generally vest over three-year period, either vesting ratably in equal tranches over the vesting period or cliff vest on the third anniversary of the award grant date, with accelerated vesting upon a qualifying change in control of the Company. The RSU awards granted to non-employee directors vest in twelve equal installments on each of the first twelve quarterly anniversaries following the grant date of the award, subject to such non-employee director continuing in service through such date. Each RSU represents a contingent right to receive one share of Class A Common Stock.

There was approximately $24.9 million of unrecognized compensation expense relating to the unvested RSUs as of March 31, 2026. The unrecognized compensation expense will be recognized over the weighted average remaining vesting period of 1.9 years.

Performance Restricted Stock Units

The PRSU awards are granted to the Company’s executive officers. Under these awards, the number of shares vested and earned is typically determined at the end of a three-year performance period based on the total stockholder return of the Company’s common stock (“TSR”). The number of shares earned may range from 0% to 200% of the target units set forth in the applicable award agreement and is determined at the end of the performance period conditioned upon continued service and the Company’s achievement of certain predefined targets as defined in the underlying PRSU agreements. PRSUs generally cliff vest upon the conclusion of the three-year performance period subject to review and approval of the compensation committee. As the TSR target represents a market condition, the Company recognizes compensation expense for the PRSUs on a straight-line basis over the requisite service period, regardless of whether the market condition is ultimately achieved, provided the requisite service is rendered.

There was approximately $3.8 million of unrecognized compensation expense relating to the unvested PRSUs as of March 31, 2026. The unrecognized compensation expense will be recognized over the weighted average remaining vesting period of 2.8 years.