Capital Stock and Stockholders' Equity |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital Stock and Stockholders' Equity | 6. CAPITAL STOCK AND STOCKHOLDERS’ EQUITY Common Stock As of June 30, 2026, the Company is authorized to issue 99,134,268 shares of capital stock consisting of 94,000,000 shares of Class A common stock, 134,268 shares of Class B common stock, and 5,000,000 shares of preferred stock. On December 9, 2025, all of the Company's outstanding Class B common stock were automatically converted (the "Conversion") into the same number of shares of Class A common stock pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, as amended. The Company does not expect to issue any additional shares of Class B common stock following the Conversion. On December 12, 2025, the Company filed a Certificate of Retirement with the Secretary of State of the State of Delaware effecting the retirement of the shares of Class B common stock that were issued but no longer outstanding following the Conversion. Holders of Class A common stock are entitled to dividends as declared by the Board of Directors, subject to rights of holders of all classes of stock outstanding having priority rights as to dividends. There have been no dividends declared to date. Share Repurchase Program On May 3, 2024, the Company’s Board of Directors approved a share repurchase program under which the Company is authorized to purchase up to $25.0 million of its issued and outstanding Class A common stock. On February 25, 2026, the Company's Board of Directors authorized up to $25.0 million of additional repurchases of its issued and outstanding Class A common stock. The following table summarizes the Company's share repurchase activity for each period indicated (in thousands except per share data):
(1) Includes broker commissions and excludes excise tax. (2) Average price paid per share is calculated on a settlement basis and excludes broker commissions and excise tax. As of June 30, 2026, the Company has a total of $25.1 million, excluding broker commissions and excise tax, available for future share repurchases. Tax Benefit Preservation Plan As of February 26, 2026, the Company's Board of Directors authorized and declared a dividend distribution of one right (a "Right") for each outstanding share of Class A common stock to stockholders of record as of the close of business on March 9, 2026. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Participating Preferred Stock, par value $0.00001 per share (the "Preferred Stock"), of the Company at an exercise price of $11.00 (the "Exercise Price"), subject to adjustment. The complete terms of the Rights are set forth in a Tax Benefit Preservation Plan (the "Plan"), dated as of February 26, 2026, between the Company and Computershare Trust Company, N.A., as rights agent. Under the Plan, if an Acquiring Person (as defined in the Plan) obtains beneficial ownership of 4.9% or more of the Class A common stock, then each Right will entitle the holder thereof to purchase, for the Exercise Price, a number of shares of Class A common stock (or, in certain circumstances, cash, property or other securities of the Company) having a then-current market value of twice the Exercise Price. By adopting the Plan, the Company's Board of Directors is seeking to protect the Company’s ability to use its net operating losses and other tax attributes. The Company views these tax attributes as highly valuable assets of the Company that are likely to inure to the benefit of the Company and its stockholders. On March 13, 2026, the Company entered into Amendment No. 1 to the Plan to clarify the definition of Beneficial Ownership. |
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