STOCK COMPENSATION PROGRAM |
6 Months Ended |
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Jun. 30, 2026 | |
| STOCK COMPENSATION PROGRAM | |
| STOCK COMPENSATION PROGRAM | NOTE 15 – STOCK COMPENSATION PROGRAM On July 26, 2024, the Company’s Board of Directors approved and adopted the Second Amended and Restated GMR Solutions Inc. 2015 Stock Incentive Plan (the “2015 Equity Plan”). The 2015 Equity Plan authorizes equity awards to be granted to management and other personnel and key service providers. Awards granted under the plan include restricted and performance stock units, in addition to both time-based and performance-based stock option awards. The total number of shares of common stock authorized for issuance under the 2015 Equity Plan is 53.9 million shares. As of June 30, 2026, a total of 41.4 million equity awards were issued and outstanding. Effective May 12, 2026, the Company’s Board of Directors and its majority stockholder adopted and approved the GMR Solutions Inc. 2026 Equity Incentive Plan (the “2026 Equity Plan”). The 2026 Equity Plan authorizes equity awards to be granted to management and other personnel and key service providers. Awards granted under the plan include restricted stock units and time-based stock option awards. The total number of shares of common stock authorized for issuance under the 2026 Equity Plan is 22.5 million. As of June 30, 2026, a total of 7.4 million equity awards were issued and outstanding. Concurrent with the adoption of the 2026 Equity Plan, the 2015 Equity Plan was frozen and no further awards will be granted under the 2015 Equity Plan. All outstanding awards under the 2015 Equity Plan will, however, continue to be governed by the existing terms of the plan and the applicable award agreements. Under the 2015 Equity Plan, restricted stock units generally vest based on the satisfaction of both a liquidity event requirement, as defined in the 2015 Amended Equity Plan, and continued service over three years in equal increments of on each anniversary of the grant. The performance stock units vest based on the satisfaction of a liquidity event requirement, the achievement of certain performance targets at the time of the liquidity event, as defined in the 2015 Equity Plan, and continued service of three years or up to the time of the liquidity event, whichever occurs earlier. A portion of the performance stock unit awards may be cash-settled subject to the achievement of certain performance targets at December 31, 2026, as defined in the 2015 Equity Plan, not to exceed a total settlement of $50.0 million. As of June 30, 2026 and December 31, 2025, a liability of $50.0 million, respectively, was recorded in other long-term liabilities on the condensed consolidated balance sheets for cash-settled performance stock units based on current estimates of achievement of performance targets. Under the 2026 Equity Plan, restricted stock units and time-vested stock option awards generally vest based on continued service over three years in equal increments on each anniversary of the grant. Stock-based employee compensation expense was $132.6 million for the three months ended June 30, 2026, compared to expense of $3.0 million for the same prior year period. Stock-based employee compensation expense was $132.5 million for the six months ended June 30, 2026, compared to expense of $5.6 million for the same prior year period. The expense for the three and six month periods ended June 30, 2026 related primarily to the vesting of the restricted stock units and certain non-cash settled performance stock units issued under the 2015 Equity Plan, based on the consummation of the IPO and achievement of certain performance targets on such date, as applicable. No expense has been recorded with respect to certain non-cash settled performance stock units, and performance-based stock options, as those awards have vesting conditions that are subject to the achievement of a liquidity event, as defined in our 2015 Equity Plan. This liquidity event condition, specific to these performance awards, is not treated as probable of occurring until the event transpires. As of June 30, 2026, the Company had $123.6 million of total unrecognized compensation cost related to all stock awards. A Monte Carlo valuation is utilized to estimate unrecognized compensation for performance-based stock options and intrinsic value at the date of grant is used to estimate unrecognized compensation related to restricted and performance stock units.
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