Equity |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Equity [Abstract] | |
| Equity | 13. EQUITY At June 30, 2026, the Company had common stock, differentiated by class. At December 31, 2025, the Company had common units, which included Restricted Compensatory Units. Each such class of units may be subdivided into one or more series as determined by the Board of Directors from time to time. At December 31, 2025, the common units constituted a single class of units, undifferentiated by series. Common Stock At June 11, 2026, the Company’s amended and restated certificate of incorporation authorized the Company to issue 800,000,000 shares of $0.01 par value Class A common stock, of which 20,267,046 shares were issued and outstanding, and 350,000,000 shares of $0.01 par value Class B common stock, of which 171,226,057 shares were issued and outstanding. In connection with the Company’s IPO, 27,906,977 additional shares of Class A common stock were issued. At June 30, 2026, the Company had 48,174,023 shares of Class A common stock issued and outstanding and 171,226,057 shares of Class B common stock issued and outstanding and 52,372,703 shares of Class A common stock were reserved for issuance upon the exchange of Class B Units issued upon conversion of 57,065,274 Class M Units, based on the estimated exchange ratio of Class M Units to Class B Units at the end of the period. The holders of shares of Class A common stock and Class B common stock shall vote together as one class on all matters (including the election of directors) submitted to a vote of the stockholders of the Corporation. The holder of each share of common stock has the right to one vote for each such share. Class A common stockholders are entitled to dividends when and if declared by the Board of Directors. There were no dividends declared or paid to Class A common stockholders during the three and six months ended June 30, 2026 and 2025. Upon the dissolution, liquidation or winding up of the Corporation, subject to the rights of the holders of any outstanding series of preferred stock, the holders of shares of Class A common stock shall be entitled to receive the assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares held by them. Holders of shares of Class B common stock, as such, shall not be entitled to receive any assets upon the dissolution, liquidation or winding up of the Corporation. Preferred Stock In connection with the Company’s IPO, the amended and restated certificate of incorporation became effective which authorized the issuance of 20,000,000 shares of $0.01 par value preferred stock, of which no shares are issued and outstanding. Rights and preferences, including voting rights, will be designated from time to time by the Company’s Board of Directors. At June 30, 2026, the Company had no shares of preferred stock issued and outstanding. Common Units For the three and six months ended June 30, 2026, the Company did not issue any new voting common units. Warrant Units Pursuant to the terms of the 2023 Loan and Security Agreement (see Note 11 — Debt), the Company issued a warrant to a bank to purchase 431 duly authorized and validly issued common units at an exercise price per unit of $0.01. The warrant is subject to certain adjustments and may be exercised at any time until August 4, 2033. The estimated fair value of the warrant of $0.6 million was determined using the Black-Scholes option-pricing model. For this purpose, the Company assumed a risk-free interest rate of 4.78%, a probability weighted time to exit of two years, and 80.0% volatility. The Company recorded the estimated fair value of the warrant as equity. Pursuant to the terms of the 2024 Credit Agreement (see Note 11 — Debt), the Company issued a warrant to an investor to purchase 6,290 duly authorized and validly issued common units at an exercise price per unit of $0.01. The warrant is subject to certain adjustments and may be exercised at any time until February 27, 2034. The estimated fair value of the warrant of $3.2 million was recorded as equity. Pursuant to the terms of the 2025 Credit Agreement (see Note 11 — Debt), the Company issued a warrant to an investor to purchase 2,525 duly authorized and validly issued common units at an exercise price per unit of $0.01. The warrant is subject to certain adjustments and may be exercised at any time until December 22, 2035. The estimated fair value of the warrant of $1.0 million was recorded as equity. Warrant expense for the three and six months ended June 30, 2025 was $0.2 million and $0.4 million and is included in Interest expense on the unaudited condensed consolidated statements of operations. At June 30, 2026, no warrants were outstanding as all previously outstanding warrants were converted into common units in connection with the IPO. |