v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events SUBSEQUENT EVENTS
On August 5, 2026, the Company closed a strategic capital transaction with affiliates of Oaktree Capital Management ("Oaktree") and entities affiliated with the Company’s Chairman, President, and CEO, including SFS Corp. and SFS Group Capital, LLC (“SFS Group”). Pursuant to the transaction, the Company will receive aggregate gross proceeds of $1.65 billion, (the "Preferred Offering") consisting of (i) $1.5 billion invested by Oaktree in exchange for 1.5 million shares of Series A-1 Preferred Stock, warrants to purchase 150 million shares of the Company's Class A common stock at a strike price of $2.00 per share, and warrants to purchase 150 million shares of the Company’s Class A common stock at a strike price of $6.00 per share, and (ii) $150.0 million invested by SFS Group in exchange for 150,000 shares of Series A-2 Preferred Stock, warrants to purchase an aggregate of 15 million shares of the Company's Class A common stock at a strike price of $2.00 per share, and warrants to purchase 15 million shares of the Company’s Class A common stock at a strike price of $6.00 per share. The Series A-1 Preferred Stock and the Series A-2 Preferred Stock each had an original issue price of $1,000 per share and accrues cumulative dividends at a rate of 10.0% per annum when paid in cash or 13.0% per annum when dividends are not paid in cash and instead increase the stated value of the preferred stock. The Certificate of Designation which created preferred stock also includes specified redemption, governance and investor protection rights for the benefit of the holders of the Series A-1 Preferred. The Series A-1 Preferred Stock and the Series A-2 Preferred Stock provide similar rights, except that the Series A-2 Preferred is subordinate to the Series A-1 Preferred with respect to dividends and distributions in certain circumstances, and the Series A-2 Preferred does not provide holders with governance protections or additional protective provisions. In connection with the issuance of the preferred stock, the Company also entered into an investor rights agreement with Oaktree that provided Oaktree with additional governance provisions for so long as they held the Minimum Threshold of Series A-1 Preferred (as defined in the Certificate of Designation), including the ability to appoint two members of the Company’s Board of Directors (one of which must be independent).
In connection with the Preferred Offering, the Company also announced its intention to launch a $400 million rights offering to Class A shareholders, with the support of Oaktree and the Ishbia Family, if needed. The rights offering will have a record date of October 2, 2026 (the “Record Date”) and is expected to commence on October 5, 2026 and expire at 5:00 p.m. Eastern Time on November 12, 2026. Each holder of Class A Common Stock as of the Record Date will receive one subscription right for each share of Class A Common Stock owned (each, a “Right”). Each Right will entitle the holder to purchase its pro rata portion of the 200 million shares of Class A Common Stock offered at a subscription price per share equal to the greater of: (i) $2.00 and (ii) 85% of the volume-weighted average price per share of the Class A Common Stock during the ten consecutive trading days commencing on October 27, 2026 and ending on November 9, 2026.

As this financing transaction closed subsequent to June 30, 2026, the effects of the transaction have not been reflected in the accompanying condensed consolidated financial statements.