v3.26.1
Notes Payable
 6 Months Ended
Jun. 30, 2026
Debt Instruments [Abstract]  
Notes Payable Notes Payable
Notes payable consist of the following (in thousands):
June 30, 2026December 31, 2025
Related parties:
1Shareholders and Owners of Acquired Entities - Interest accrues annually at rates ranging from 3.25% - 11.00% annually. The notes payable mature on various dates through July 2028.
36,320 47,299 
Convertible Notes Payable - Interest accrues annually at rates ranging from 4.75% - 7.00% annually. The convertible notes payable mature on various dates through November 2028.
4,713 5,312 
Unrelated third parties:
Note payable for purchase of tangible asset3,815 4,366 
Note payable for purchase of intangible asset264 619 
Discounts on notes payable issued as consideration in acquisitions:
1Shareholders and owners of acquired entities
(492)(729)
Other110 144 
Total44,730 57,011 
Less: current portion(22,039)(22,698)
Non-current portion$22,691 $34,313 
1Includes notes payable to all owners irrespective of current relationship with the Company
Interest expense attributable to the notes payable totaled $0.9 million and $1.9 million for the three and six months ended June 30, 2026, respectively. Interest expense attributable to the notes payable totaled $0.8 million and $1.6 million for the three and six months ended June 30, 2025 respectively.
Future principal payments on notes payable for remainder of 2026 and succeeding years are as follows (in thousands):
2026$10,574 
202719,387 
202814,524 
2029627 
Total$45,112 
Convertible Notes Payable
The Company issued unsubordinated convertible notes as partial consideration for multiple acquisitions (See Note 4 Acquisitions). The convertible notes are convertible into shares of common stock at the option of the holders, at any time, at a predetermined conversion price. Subject to conversion, the convertible notes are payable through quarterly installments of principal, interest or both from October 2022 through November 2028. At any time, upon ten (10) business days’ notice to the Company, the holders may request that a prepayment of the principal or all or part of a regularly scheduled quarterly payment of the principal be made in the form of common stock of the Company, with the number of shares of common
stock equal to the amount of the requested prepayment divided by the stock conversion price. If the request is made with respect to a regularly scheduled quarterly payment of principal, then the accrued interest shall be paid in cash.
The holders of the Exeltech Consulting, Inc. convertible note converted approximately of $0.1 million of principal into 4,255 shares of common stock at $32.32 per share, representing a partial conversion of the note. The remaining principal balance remained outstanding as of June 30, 2026.

No additional elections or conversions had been made as of June 30, 2026.
The following table summarizes the convertible notes as of June 30, 2026 (in thousands, except conversion price):
Convertible Notes:Date IssuedPrincipal AmountInterest RateConversion Price
Remaining Balance1
Anchor Consultants, LLC08/22$1,100 5.50 %$18.00 $350 
Exeltech Consulting, Inc.11/24$2,200 5.00 %$32.32 $1,433 
UP Engineering, LLC02/25$1,200 5.00 %$32.50 $1,090 
e3i Engineers, INC07/25$1,800 5.00 %$32.50 $1,970 
1Includes discounts, and reflects the net remaining balance on convertible notes.
As of June 30, 2026 and December 31, 2025, the carrying amount of the Company’s convertible notes payable includes unamortized discounts, which were approximately $0.1 million at each reporting date.