Equity Appreciation Rights |
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Equity Appreciation Rights | Equity Appreciation Rights Certain employees of the Company and its subsidiaries participate in an Equity Appreciation Rights Plan (the “EAR Plan”) to provide an equity-value based long-term incentive to align the participants’ interest with those of the owners of the Company and to retain key employees. The Company’s EAR Plan was accounted for as a deferred compensation plan in accordance with ASC 710 – Compensation until the EAR Plan was amended on December 31, 2025 (“Amended EAR Plan”). The Amended EAR Plan is accounted for in accordance with ASC 718 – Compensation – Stock Compensation. EAR Plan. Prior to December 31, 2025, awards under the EAR Plan are earned and payable upon the attainment of performance conditions, the occurrence of a qualifying liquidity event (as defined in the EAR Plan), or at the discretion of the EAR Plan manager. Awards generally vest over a five-year term and are settled in cash. Awards under the EAR Plan are subject to restrictive covenants including non-compete provisions. Valuation of the awards is based on the Company’s best estimate of amounts to be paid based on the EAR Plan manager’s assumptions around equity value, service period, and expected term and payout date. In addition, the Company has elected a policy of discounting the liability associated with the awards to its expected payout date. Amended EAR Plan. Awards granted under the Amended EAR Plan generally cliff vest on the fifth anniversary of the grant date. In connection with the consummation of the IPO, holders of unvested EAR awards received EAR units at a conversion ratio of 1.186 units for each outstanding award, with such EAR units subject to the same vesting terms as the underlying unvested EAR awards. The conversion was accounted for under ASC 718. The Company concluded the conversion did not result in incremental fair value to the award holders; accordingly, no additional EAR expense was recognized as a result of the conversion. Following the conversion there were a total of 8,428,157 unvested EAR units outstanding with a weighted-average share price of $27.00 per share. Following the completion of the Company's IPO, the grant-date fair value of equity awards is based on the closing market price of the Company's Class A common stock on the grant date. Awards under the Amended EAR Plan are subject to restrictive covenants including non-compete provisions. Compensation expense for the Amended EAR Plan is recognized on a straight-line basis over the term of the award and the Company recognizes forfeitures as they occur. When awards become fully vested, the Company has withheld and intends to withhold shares to satisfy employee tax obligations. As part of this process, cash payments are remitted to taxing authorities by the Company. These payments are reflected as financing activities, consistent with their treatment as share repurchases for accounting purposes. The Company issued 111,898 units during the six months ended June 30, 2026 with a weighted average fair value per unit of $35.26 per unit. During the six months ended June 30, 2026, 982,481 units vested and 23,131 were forfeited. As of June 30, 2026, the total unvested units are 7,502,877. Unrecognized compensation expense related to unvested awards was $93.0 and is expected to be recognized over a weighted-average period of 2.65 years. Equity appreciation rights expense is included in selling, general, and administrative expenses in the accompanying unaudited condensed consolidated statements of income (loss). Equity appreciation rights cost by award type was as follows:
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