v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events
17.
Subsequent Events

The Company’s registration statement on Form S-1 related to its initial public offering was declared effective on July 15, 2026, and the Company’s common stock began trading on the New York Stock Exchange on July 16, 2026. The Company's IPO Prospectus was filed with the SEC on July 16, 2026. On July 17, 2026, the Company completed its initial public offering of 50.0 million shares of common stock at a public offering price of $21.00 per share. The Company received net proceeds of approximately $1,010 million, after deducting underwriting discounts and commissions and before payment of offering expenses.

On July 27, 2026, the underwriters exercised their option to purchase an additional 7,499,000 shares of common stock at the initial public offering price of $21.00 per share, less underwriting discounts and commissions. As a result, the Company received additional net proceeds of approximately $149.6 million, increasing total net proceeds from the offering to approximately $1,159.6 million.

The Company used a portion of the net proceeds to repay in full the $773.9 million outstanding under its revolving credit facility, the $75.5 million outstanding under its promissory note, the $75.3 million outstanding under its Series 2024-1 Variable Funding Notes, and $219.8 million outstanding under its Series 2020-2 Class A-2 Notes, with each amount including accrued and unpaid interest through the repayment date. In connection with the repayment of the revolving credit facility, the Company also terminated its interest rate swap agreements.

Upon completion of the IPO and the underwriters' exercise of the over-allotment option, deferred offering costs of approximately $15.0 million, consisting primarily of legal, accounting, printing and other direct incremental costs related to the offering, were reclassified to additional paid-in capital as a reduction of the offering proceeds.

In connection with its initial public offering, the Company adopted the Csquare, Inc. 2026 Omnibus Incentive Plan (the "2026 Incentive Plan"), which became effective immediately prior to the effectiveness of the registration statement relating to the Company's initial public offering. The 2026 Incentive Plan provides for the grant of equity-based and cash-based incentive awards to employees, directors and other service providers. The Company will account for awards granted under the 2026 Incentive Plan in accordance with ASC 718, Compensation - Stock Compensation. Compensation expense associated with such awards will be recognized over the applicable requisite service periods based on the grant-date fair value of the awards, as applicable.

Concurrently with the adoption of the 2026 Incentive Plan and the completion of the Company's initial public offering, the Company approved the replacement of certain outstanding incentive units with vested and unvested restricted shares, unvested restricted stock units ("RSUs") and cash payments for eligible participants. The Company expects to recognize compensation expense associated with vested restricted shares and cash payments in the third quarter of 2026, while compensation expense associated with unvested restricted shares and RSUs will be recognized over the applicable remaining requisite service periods.

On July 15, 2026, in connection with the completion of its initial public offering, the Company filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The amended certificate, among other matters, established the Company's post-offering capital structure, authorizing 1,500,000,000 shares of capital stock, consisting of 1,490,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share.