v3.26.1
Related-Party Transactions
6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
Related-Party Transactions Related-Party Transactions

Convertible Notes

At the time the Convertible Notes were issued, the holder held more than 10% of the voting interests in the Company; therefore, meeting the definition of a related party. At no point during the six months ended June 30, 2026 and 2025, did the holder hold 10% or more of the Company’s voting interests. As such, the holder is not considered a related party for the periods presented.

Spokesperson Transactions

Prior to January 1, 2024, the Company contracted with a Co-Founder and board member (the “Spokesperson”) for personal branding, marketing and promotional services, as well as licensing intellectual property (the “Spokesperson Agreement”). Original compensation included cash payments contingent upon a change in control as defined by the agreement, which includes an IPO, and stock options that accelerated upon such change in control.

In January 2025, the Company amended the agreement with the Spokesperson (the “Amended Spokesperson Agreement”) and added an additional $8.0 million to the contingent cash consideration under the Spokesperson agreement the Spokesperson agreement payable in installments through December 2027, plus additional stock options, for ongoing services. The cash payments and unvested options were to accelerate upon a change in control. Consequently, in connection with the consummation of the Company’s IPO in February 2026, all remaining cash was paid and all unvested options fully vested.

In May 2026, the Amended Spokesperson Agreement was further amended (the “First Amended Spokesperson Agreement”) to add $3.0 million of cash payments payable in equal installments through January 2028 for advertising, marketing, and promotional activities. In the event of a change in control, termination without cause, or resignation for good reason, each as defined by the agreement, all unpaid cash accelerates in full and must be paid to the Spokesperson.

Cash consideration is expensed on a straight-line basis over the requisite service period. Compensation expense recognized in selling, general and administrative expenses on a straight-line basis over the requisite service period related to cash payments made to the Spokesperson were $0.4 million and $0.7 million for the three months ended June 30, 2026 and 2025. For the six months ended June 30, 2026, the Company recognized $5.8 million of expense related to cash payments made to the Spokesperson. These cash payments included $7.0 million of contingent cash consideration triggered by the IPO in February 2026. For the six months ended June 30, 2025, the Company recognized $1.3 million related to cash payments made to the Spokesperson.

Share-based Compensation

The Spokesperson holds stock options from the agreements referenced above and through grants awarded in the normal course of business and the related expense is recorded within selling, general and administrative expense on the Company’s condensed consolidated statement of operations. Stock-based compensation for stock options granted to the Spokesperson was no amount and $0.3 million for the three months ended June 30, 2026 and 2025, and $2.6 million and $0.5 million for the six months ended June 30, 2026 and 2025.

IPO Bonus

In May 2026, the Company paid a $1.0 million one-time bonus to the Spokesperson in connection with the IPO that was included in selling, general and administrative expenses in the condensed consolidated statement of operations. The Company also reimbursed the Spokesperson $0.2 million for expenses incurred in connection with the IPO during the six months ended June 30, 2026.