v3.26.1
Stockholders' Equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Equity ote H — Stockholders’ Equity
Trust Common Shares
The Trust is authorized to issue 500,000,000 Trust common shares and the LLC is authorized to issue a corresponding number of Trust common interests. The Company will at all times have the identical number of Trust interests outstanding as Trust shares. Each Trust share represents an undivided beneficial interest in the Trust, and each Trust share is entitled to one vote per share on any matter with respect to which members of the LLC are entitled to vote. At June 30, 2026, the Trust had 76,135,000 common shares issued and 75,236,000 common shares outstanding. The Company did not issue any common shares under its at-the-market equity programs during the three months ended June 30, 2026, and, as a result of the commencement of the Lugano Investigation and related events, the Company determined during the quarter ended June 30, 2025 that it was unable to continue offering and selling common shares under this program. The Company did not declare or pay any distributions on its common shares during the three months ended June 30, 2026, following the suspension of common share distributions in 2025.
Trust Preferred Shares
The Trust is authorized to issue up to 50,000,000 Trust preferred shares and the Company is authorized to issue a corresponding number of Trust preferred interests.
The Trust has outstanding 7.250% Series A Preferred Shares, 7.875% Series B Preferred Shares and 7.875% Series C Preferred Shares, each representing beneficial interests in the Trust (collectively, the “Preferred Shares”). Each series of Preferred Shares has a liquidation preference of $25.00 per share. Distributions on the Series A Preferred Shares are discretionary and non-cumulative. When, and if declared by the Company's board of directors, distribution on the Series A Preferred Shares will be payable quarterly on January 30, April 30, July 30, and October 30 of each year, at a rate per annum of 7.250%. Distributions on the Series B Preferred Shares and Series C
Preferred Shares are cumulative and, when and as declared by the Company’s board of directors, are also payable quarterly in arrears on January 30, April 30, July 30 and October 30 of each year. The Series B Preferred Shares bear distributions at a fixed rate of 7.875% per annum until April 30, 2028, after which the distribution rate will reset quarterly at a floating rate equal to the applicable successor to three-month LIBOR plus a spread of 4.985% per annum. Distributions on the Series C Preferred Shares are payable at a rate per annum of 7.875%.
At June 30, 2026, accumulated and unpaid distributions were approximately $2.5 million on the Series B Preferred Shares and approximately $2.6 million on the Series C Preferred Shares. The Series A Preferred Shares and Series C Preferred Shares are currently redeemable at the Company’s option, in whole or in part, and the Series B Preferred Shares are redeemable at the Company’s option, in whole or in part, on or after April 30, 2028, in each case at a redemption price of $25.00 per share plus any applicable declared or accumulated and unpaid distributions to, but excluding, the redemption date. The Preferred Shares are not convertible into Trust common shares and have no voting rights, except in limited circumstances as provided in the applicable share designations.
Unless full cumulative distributions on the Series B Preferred Shares and Series C Preferred Shares have been declared and paid or set apart for payment for all past distribution periods, the Company may not declare or pay distributions on the Trust common shares. In addition, if the Company’s board of directors does not declare a distribution on the Series A Preferred Shares for a quarterly distribution period, the Company may not declare or pay distributions on the Trust common shares during the remainder of that quarterly distribution period.
At-the-Market Equity Offering Program
In 2024, the Company established at-the-market equity offering program for the Preferred Shares. As a result of the commencement of the Lugano Investigation and related events, the Company determined during the quarter ended June 30, 2025 that it was unable to continue offering and selling its preferred shares under the Amended Preferred Sales Agreement. No preferred shares were sold during the three and six months ended June 30, 2026.
The following table reflects the activity in the preferred share ATM program during the three and six months ended June 30, 2025 (in thousands, except share data):
Three months ended June 30, 2025Six months ended June 30, 2025
Number of Shares SoldNet ProceedsCommissions PaidNumber of Shares SoldNet ProceedsCommissions Paid
Series A Preferred Shares4,748 $103 $2 127,078 $2,854 $58 
Series B Preferred Shares29,839 659 14 1,331,522 29,869 611 
Series C Preferred Shares4,426 99 2 1,152,584 26,285 537 
     Total39,013 $861 $18 2,611,184 $59,008 $1,206 
The Company incurred less than $0.1 million in total costs related to the preferred share ATM program during both the three and six months ended June 30, 2025, respectively.
Allocation Interests
The holder of the Allocation Interests ( the "Holder"), Sostratus LLC, is entitled to receive distributions pursuant to a profit allocation formula upon the occurrence of certain events. The profit allocation is payable upon the sale of a business (a "Sale Event") and, at the election of the Holder, during the 30-day period following the fifth anniversary of the date upon which the Company acquired a controlling interest in a business (a "Holding Event"). The Company records distributions of the profit allocation upon occurrence of a Sale Event or Holding Event as dividends declared on Allocation Interests within stockholders’ equity when approved by the Company’s board of directors.
The deconsolidation of Lugano in November 2025 represented a Sale Event; however the calculation of the profit allocation payment resulted in a negative amount. Therefore no profit allocation payment was due to the Holder. The negative amount will offset future profit allocation payments due to the Holder.
The sale of the Sterno food service product division in the second quarter of 2026 was a Sale Event. Although the sale of Sterno resulted in the calculation of a positive profit allocation distribution, no amount will be paid to the Holder as a result of the sale of Sterno as the amount of profit allocation payment due was not sufficient to exceed the high water mark in the profit allocation formula.
Reconciliation of net income (loss) available to common shares of Holdings
The following table reconciles net income (loss) attributable to Holdings to net income (loss) attributable to the common shares of Holdings (in thousands):
Three months ended 
 June 30,		Six months ended 
 June 30,
2026202520262025
Net income (loss) from continuing operations attributable to Holdings
$79,609 $(54,022)$48,693 $(84,059)
Less: Distributions paid - Preferred Shares9,715 9,714 19,429 18,148 
Less: Accrued distributions - Preferred Shares5,148 5,148 5,148 5,148 
Net income (loss) from continuing operations attributable to common shares of Holdings$64,746 $(68,884)$24,116 $(107,355)
Earnings per share
The Company calculates basic and diluted earnings per share using the two-class method which requires the Company to allocate to participating securities that have rights to earnings that otherwise would have been available only to Trust shareholders as a separate class of securities in calculating earnings per share. The Allocation Interests are considered participating securities that contain participating rights to receive profit allocations upon the occurrence of a Holding Event or Sale Event. The calculation of basic and diluted earnings per share for the three and six months ended June 30, 2026 and 2025 reflects the incremental increase during the period in the profit allocation distribution to Holder related to Holding Events.
Basic and diluted earnings per share for the three and six months ended June 30, 2026 and 2025 attributable to the common shares of Holdings is calculated as follows (in thousands, except per share data):
Three months ended 
 June 30,		Six months ended 
 June 30,
2026202520262025
Net income (loss) from continuing operations attributable to common shares of Holdings$64,746 $(68,884)$24,116 $(107,355)
Less: Effect of contribution based profit - Holding Event1,701 406 2,448 587 
Net income (loss) from continuing operations attributable to common shares of Holdings$63,045 $(69,290)$21,668 $(107,942)
Income from discontinued operations attributable to Holdings$1,480 $2,805 $1,637 $2,849 
Less: Effect of contribution based profit - Holding Event— — — — 
Income from discontinued operations attributable to common shares of Holdings$1,480 $2,805 $1,637 $2,849 
Basic and diluted weighted average common shares outstanding75,236 75,236 75,236 75,236 
Basic and diluted income (loss) per common share attributable to Holdings
Continuing operations$0.84 $(0.92)$0.29 $(1.43)
Discontinued operations0.02 0.04 0.02 0.04 
$0.86 $(0.88)$0.31 $(1.39)
Distributions
On May 27, 2025, the Company announced that it suspended the quarterly cash distribution historically paid to common shareholders. No common distributions were paid subsequent to April 24, 2025. The following table summarizes information related to our quarterly cash distributions on our Trust common and preferred shares (in thousands, except per share data):
PeriodCash Distribution per ShareTotal Cash DistributionsRecord DatePayment Date
Trust Common Shares:
January 1, 2025 - March 31, 2025 $0.25 $18,809 April 17, 2025April 24, 2025
Series A Preferred Shares:
April 30, 2026 - July 29, 2026 (1)
$0.453125 $2,120 July 15, 2026July 30, 2026
January 30, 2026 - April 29, 2026 $0.453125 $2,120 April 15, 2026April 30, 2026
October 30, 2025 - January 29, 2026 $0.453125 $2,120 January 15, 2026January 30, 2026
July 30, 2025 - October 29, 2025 $0.453125 $2,120 October 15, 2025October 30, 2025
April 30, 2025 - July 29, 2025 $0.453125 $2,120 July 15, 2025July 30, 2025
January 30, 2025 - April 29, 2025 $0.453125 $2,120 April 15, 2025April 30, 2025
October 30, 2024 - January 29, 2025 $0.453125 $2,062 January 15, 2025January 30, 2025
Series B Preferred Shares:
April 30, 2026 - July 29, 2026 (1)
$0.4921875 $3,703 July 15, 2026July 30, 2026
January 30, 2026 - April 29, 2026 $0.4921875 $3,703 April 15, 2026April 30, 2026
October 30, 2025 - January 29, 2026 $0.4921875 $3,703 January 15, 2026January 30, 2026
July 30, 2025 - October 29, 2025 $0.4921875 $3,703 October 15, 2025October 30, 2025
April 30, 2025 - July 29, 2025 $0.4921875 $3,703 July 15, 2025July 30, 2025
January 30, 2025 - April 29, 2025$0.4921875 $3,703 April 15, 2025April 30, 2025
October 30, 2024 - January 29, 2025$0.4921875 $3,048 January 15, 2025January 30, 2025
Series C Preferred Shares:
April 30, 2026 - July 29, 2026 (1)
$0.4921875 $3,892 July 15, 2026July 30, 2026
January 30, 2026 - April 29, 2026 $0.4921875 $3,892 April 15, 2026April 30, 2026
October 30, 2025 - January 29, 2026 $0.4921875 $3,892 January 15, 2026January 30, 2026
July 30, 2025 - October 29, 2025 $0.4921875 $3,892 October 15, 2025October 30, 2025
April 30, 2025 - July 29, 2025$0.4921875 $3,892 July 15, 2025July 30, 2025
January 30, 2025 - April 29, 2025 $0.4921875 $3,892 April 15, 2025April 30, 2025
October 30, 2024 - January 29, 2025$0.4921875 $3,324 January 15, 2025January 30, 2025
(1) This distribution was declared on July 1, 2026.