v3.26.1
Mezzanine Equity
6 Months Ended
Jun. 30, 2026
Temporary Equity Disclosure [Abstract]  
Mezzanine Equity
NOTE 18 – MEZZANINE EQUITY
The Company’s shares of Series A Preferred Stock are convertible at the election of the holders into shares of Common Stock, without the payment of additional consideration by the holders into such number of shares of Common Stock as determined by dividing the original issue price, plus accrued interest by a conversion price equal to $11.00 per share at the time of conversion.
Shares of Series A Preferred Stock are mandatorily redeemable by the Company on April 25, 2032 at a redemption amount that is equal to the stated value, plus accrued but unpaid interest. Accrued interest for the Series A Preferred Stock was $14.1 million and $13.2 million for the six months ended June 30, 2026 and 2025, respectively. Shares of Series A Preferred Stock are also redeemable upon certain triggering events outside of the control of the Company, including that shares of Series A Preferred Stock may be redeemed by the Company (a) on or after April 25, 2027 or (b) in connection with the consummation of a fundamental change in the Company’s voting and governance structure such as the sale of the Company or its subsidiaries representing more than 50% of the Company’s voting stock or a similar liquidity event. Shares of Series A Preferred Stock may be redeemed by the holder upon the consummation of a fundamental change, such as the sale of the Company or a similar liquidity event.
Given the conversion feature is considered substantive, the mandatory redemption on April 25, 2032 is not certain and accordingly, the Series A Preferred Stock are classified as mezzanine equity.
As of June 30, 2026, it is probable that the Series A Preferred Stock may become redeemable on April 25, 2032. The Company has elected to recognize changes in redemption value immediately, adjusting the preferred stock to the maximum redemption value at each reporting date. Upon Closing, the Series A Preferred Stock had both a carrying value and redemption value of $332.7 million. As of June 30, 2026 and December 31, 2025, the Series A Preferred Stock had both a carrying value and redemption value of $421.4 million and $407.3 million, respectively. Refer to the table below.
As of June 30, 2026 and December 31, 2025, the fair value of the embedded derivative related to an event of default is zero, as there have been no triggering events.
The Company determined the fair value of the other features requiring bifurcation, both individually and in the aggregate were immaterial at June 30, 2026 and December 31, 2025. The fair value of these features will be assessed at each reporting date and will be recognized and remeasured at fair value, if material.
Redeemable Series A Preferred Stock
dollars in thousands
Shares
Amounts
Balance as of December 31, 2025
315,789.473684
$
407,257 
Adjustment to maximum redemptions value
14,137 
Balance as of June 30, 2026
315,789.473684
$
421,394 
Balance as of December 31, 2024
315,789.473684
$
380,179 
Adjustment to maximum redemptions value
13,197 
Balance as of June 30, 2025
315,789.473684
$
393,376