v3.26.1
Equity-Based Compensation
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Equity-Based Compensation
12. Equity-Based Compensation
The Company's 2024 Omnibus Stock Incentive Plan, as amended on May 28, 2026 (the "2024 Equity Incentive Plan"), provides for the grant of restricted stock, performance stock units ("PSUs"), Long Term Incentive Plan ("LTIP") units, restricted stock units ("RSUs"), deferred stock units ("DSUs"), options, warrants or rights to purchase shares of the Company's common stock, cash incentives and other equity-based awards to the Company's officers, directors (including non-employee directors), employees, co-employees, consultants or advisors of the Company or of any parent or subsidiary who provides services to the Company, but excluding employees of portfolio companies. Shares reserved for the issuance of awards under the 2024 Equity Incentive Plan are subject to equitable adjustment upon the occurrence of certain corporate events. The 2024 Equity Incentive Plan provides for the issuance of up to 11.5 million shares of class A common stock.
Restricted StockRestricted stock awards in the Company's class A common stock are granted to senior executives, directors and certain employees, subject to a service condition or a combination of both a service and performance condition, generally with annual time-based vesting in equal tranches over a three-year period, or for certain awards, a two-year cliff vesting. Vesting of performance-based restricted stock awards occur upon achievement of certain Company-specific metrics over a specified performance measurement period. Restricted stock is entitled to dividends declared and paid on the Company's class A common stock and such dividends are not forfeitable prior to vesting of the award. Restricted stock awards are valued based upon the Company's class A common stock price on grant date and equity-based compensation expense is recognized on a straight-line basis over the requisite service period.
Restricted Stock UnitsRSUs in the Company's class A common stock are subject to a service condition or a combination of service and performance conditions. RSUs with only a service condition vest over a two-year period. Vesting of performance-based RSUs are dependent upon achievement of a business performance metric over an annual measurement period, with annual time-based vesting in equal tranches over a three-year period. Only vested RSUs are entitled to accrued dividends declared and paid on the Company's class A common stock during the time period the RSUs are outstanding. RSUs are initially valued based upon the Company's class A common stock price on grant date and not
subsequently remeasured for equity-classified awards. Equity-based compensation expense is recognized over the vesting period if and when it is probable that the performance condition will be met, subject to reversal if no longer probable.
Performance Stock UnitsPSUs are granted to the Company's officers, and are subject to a service condition and performance condition.
Following the end of the measurement period, the recipients of PSUs who remain employed will vest in, and be issued a number of shares of the Company's class A common stock, generally ranging from 0% to 200% of the number of PSUs granted. PSUs have a performance condition in which vesting is determined based upon achievement of prescribed targets for three-year cumulative distributable earnings per share (as defined in the award agreements), with a relative total shareholder return metric applied thereafter to determine the final number of shares vested. The relative total shareholder return metric is based upon performance of the Company's class A common stock over a three-year measurement period relative to a specified peer group.
Recipients of PSUs whose employment is terminated after the first anniversary of their PSU grant are eligible to vest in a portion of the PSU award following the end of the measurement period based upon the final number of shares vested for that award. PSUs also contain dividend equivalent rights which entitle the recipients to a payment equal to the amount of dividends that would have been paid on the shares that are ultimately issued at the end of the measurement period.
The fair value of PSUs consider the probability of achieving the cumulative distributable earnings per share targets and additionally, assign a value to the relative total shareholder return metric using a Monte Carlo simulation under a risk-neutral premise by applying the following assumptions.
2025 PSU Grants
Expected volatility of the Company's class A common stock (1)
49.8%
Risk-free rate (per annum) (2)
3.9%
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(1)    Based upon historical volatility of the Company's stock and those of a specified peer group.
(2)    Based upon the continuously compounded zero-coupon U.S. Treasury yield for the term coinciding with the measurement period of the award as of valuation date.
Fair value of PSU awards is recognized on a straight-line basis over their measurement period as compensation expense. With respect to performance condition awards, expense recognition occurs only if and when it is probable that the cumulative distributable earnings per share targets will be achieved and subject to reversal if no longer probable. In contrast, expense recognized on market condition awards is not subject to reversal even if the total shareholder return metric is not achieved.
The dividend equivalent right is accounted for as a liability-classified award. The fair value of the dividend equivalent right is recognized as compensation expense on a straight-line basis over the measurement period, and is subject to adjustment to fair value at each reporting period.
LTIP unitsLTIP units are units in the Operating Company that are designated as profits interests for federal income tax purposes. Unvested LTIP units that are subject to a market condition do not accrue distributions. Each vested LTIP unit is convertible, at the election of the holder (subject to capital account limitation), into one common OP unit and upon conversion, subject to the redemption terms of OP units (Note 7).
LTIP units issued have both a service condition and a market condition based upon the Company's class A common stock achieving a target price over a predetermined measurement period, subject to continuous employment to the time of vesting, and valued using a Monte Carlo simulation. No LTIP awards were issued in all periods presented.
Equity-based compensation cost on LTIP units is recognized on a straight-line basis over the derived service period, irrespective of whether the market condition is satisfied. The derived service period is a service period that is inferred from the application of the simulation technique used in the valuation of the award, and represents the median of the terms in the simulation in which the market condition is satisfied.
Deferred Stock UnitsCertain non-employee directors may elect to defer the receipt of annual base fees and/or restricted stock awards, and in lieu, receive awards of DSUs. DSUs awarded in lieu of annual base fees are fully vested on their grant date, while DSUs awarded in lieu of restricted stock awards vest one year from their grant date. DSUs are entitled to a dividend equivalent, in the form of additional DSUs based on dividends declared and paid on the Company's class A common stock, subject to the same restrictions and vesting conditions, where applicable. Upon separation of service from the Company, vested DSUs will be settled in shares of the Company’s class A common stock. Fair value of DSUs are determined based upon the price of the Company's class A common stock on grant date and recognized
immediately if fully vested upon grant, or on a straight-line basis over the vesting period as equity based compensation expense and equity.
Equity-based compensation cost is presented on the consolidated statement of operations, as follows.
Three Months Ended June 30,Six Months Ended June 30,
(In thousands)
2026202520262025
Compensation expense $7,792 $10,725 $15,189 $18,345 
Administrative expense148 148 294 239 
$7,940 $10,873 $15,483 $18,584 
Changes in unvested equity awards are summarized below.
Weighted Average
Grant Date Fair Value
Restricted Stock
LTIP units (1)
DSUs
RSUs (2)
PSUs (3)
TotalPSUsAll Other Awards
Unvested shares and units at December 31, 2025
4,045,582 125,000 45,894 659,992 931,484 5,807,952 $10.45 $11.60 
Granted1,895,846 — 33,856 — — 1,929,702 — 15.66 
Vested(1,784,808)— (46,180)(256,024)— (2,087,012)— 12.45 
Forfeited(27,692)— — — (397,262)(424,954)11.63 11.23 
Unvested shares and units at June 30, 2026
4,128,928 125,000 33,570 403,968 534,222 5,225,688 9.57 12.89 
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(1)    LTIP units that do not meet their market condition for vesting at the end of their measurement period are reflected as forfeitures.
(2    RSUs that do not meet their performance condition for vesting at the end of their measurement period are reflected as forfeitures.
(3)    Number of PSUs granted does not reflect potential increases or decreases that could result from the final outcome based upon the total shareholder return measured at the end of the performance period. PSUs for which the probability of meeting the distributable earnings target changes during the measurement period are reflected as either additional units granted or forfeited. Forfeiture also reflects PSUs issued in 2023 that had a market condition based upon total shareholder return that was not met upon expiration of its measurement period in March 2026.
Fair value of equity awards that vested, determined based upon their respective fair values at vesting date, totaled $3.9 million and $1.8 million for the three months ended June 30, 2026 and 2025, respectively, and $32.2 million and $17.0 million for the six months ended June 30, 2026 and 2025, respectively.
At June 30, 2026, aggregate unrecognized compensation cost for all unvested equity awards was $44.0 million, which is expected to be recognized over a weighted average period of 2.2 years.