Note 17. Subsequent Events

The Company evaluated events occurring after the date of the condensed combined financial statements to consider whether the impact of such events needs to be reflected or disclosed in the condensed combined financial statements. Such evaluation was performed through May 28, 2026.

Reorganization

Immediately prior to the completion of the IPO, the Company effected the Reorganization, pursuant to which its wholly owned merger subsidiaries merged with and into the Arxis Businesses, with the Arxis Businesses surviving and wholly owned by the Company. As consideration for such mergers, the Company issued (i) 340,676,783 shares of Class B common stock, par value $0.01 (“Class B common stock”), and 23,082,950 shares of Class A common stock, par value $0.01 (“Class A common stock”), to the holders of Class A units and vested equity units of the Arxis Businesses and (ii) 10,563,406 restricted shares of, or restricted units with respect to, Class A common stock to holders of unvested equity units of the Arxis Businesses, which awards are subject to forfeiture conditions.

In addition, the Company modified its outstanding equity awards in connection with the Reorganization which resulted in the acceleration of compensation expense to be recognized in the second quarter of 2026 and is currently estimated at approximately $81,000.

Further, in connection with the IPO and Reorganization, the Company issued one share of convertible common stock, par value $0.01 (“convertible common stock”) to Arcline Arxis Advisory I, L.P., valued at approximately $129,680. The associated compensation expense will be recognized over a five-year requisite service period. Concurrently, the Company entered into the Convertible-Related Tax Receivable Agreement with Arcline Arxis Advisory I, L.P. The current estimate of the total liability under the Convertible-Related Tax Receivable Agreement is approximately $16,000, representing 85% of the anticipated cash tax savings to be paid to the holders of the convertible common stock.

Following the Reorganization and the IPO, as of April 16, 2026, the Company’s outstanding common stock consists of Class A common stock, Class B common stock and convertible common stock. As of April 17, 2026, there were 69,657,950 shares of Class A common stock outstanding, 340,676,783 shares of Class B common stock outstanding and one share of convertible common stock outstanding. The Company has authorized 3,500,000,000 shares of Class A common stock, 3,500,000,000 shares of Class B common stock, 500,000,000 shares of Class C common stock, par value $0.01 (“Class C common stock”) and one share of convertible common stock. There are no shares of Class C common stock outstanding.

Initial Public Offering

In April 2026, the Company consummated its IPO, in which the Company issued and sold 40,500,000 shares of its Class A common stock at a public offering price of $28.00 per share. In connection with the IPO, the underwriters exercised the overallotment option in full to purchase 6,075,000 additional shares of Class A common stock. The aggregate gross proceeds from the offering, including the overallotment, were $1,304,100. After deducting underwriting discounts and commissions of $61,945 and offering costs of $21,571, the Company received net proceeds of $1,220,584.

On April 17, 2026, the Company used the net proceeds from the IPO and the underwriters’ exercise of the overallotment option to repay $746,000 of the outstanding borrowings under the 2025 Term Loan. On April 24, 2026, the Company used additional net proceeds to repay $200,000 of the outstanding borrowings under the 2025 Term Loan. The remaining net proceeds were used, or are intended to be used, for working capital and other general corporate purposes.