TAX RECEIVABLE AGREEMENT	6 Months Ended
Jun. 30, 2026
TAX RECEIVABLE AGREEMENT
TAX RECEIVABLE AGREEMENT	NOTE 20 – TAX RECEIVABLE AGREEMENT The Company expects to utilize certain pre-IPO tax assets including federal net operating losses, deferred interest deductions, tax basis in amortizable or depreciable assets, and certain deductible expenses attributable to the transactions related to the IPO (the “Pre-IPO Tax Benefits”) that arose prior to or in connection with the IPO, which tax benefits are expected to reduce the Company’s future income tax payments. In connection with the IPO, we entered into a Tax Receivable Agreement ( “TRA”) with certain stockholders and members of management that elected to become parties to the TRA (“Management party participants”) (collectively, “TRA parties”). The TRA will provide for the payment by the Company of 85% of the benefits, if any, that the Company or its subsidiaries actually realize, or are deemed to realize, as a result of savings in U.S. federal, state, and local income taxes attributable to the Company’s and its subsidiaries’ utilization of the Pre-IPO Tax Benefits. The Company expects to benefit from the remaining 15% of cash tax benefits, if any, it realizes from the Pre-IPO Tax Benefits. Management party participants are entitled to receive TRA payments on their management TRA interests only if they satisfy the service condition set forth in the agreement, which requires employment with the Company for at least one day during the year in which the TRA payment is paid. Amounts forfeited by management party participants are reallocated to participating stockholders in accordance with the terms of the TRA. Such forfeitures do not reduce the aggregate payment obligation of the Company under the TRA. At the IPO date, the Company recorded a TRA liability for the estimated future payments expected to be made under the agreement. The initial liability was measured using a mirror approach based on the tax benefits expected to be realized from the covered tax attributes and was recorded on an undiscounted basis. Because the TRA results in a non-income tax related liability resulting from a transaction with stockholders, the offsetting entry was recorded to additional paid-in-capital. The TRA liability is remeasured at each reporting date based on management’s estimate of future tax benefits expected to be realized from the covered tax attributes. Changes in the estimated liability may result from changes in anticipated taxable income, tax rates, utilization of tax attributes, valuation allowance assessments, or other factors affecting the realization of the underlying tax benefits. Subsequent changes in the estimated TRA liability attributable to participating stockholders are recognized within operating expenses. Changes attributable to management party participants are recognized within compensation expense. During the service period, management evaluates the probability of satisfaction of the service condition by management party participants when determining the allocation of future payments between stockholder and management party participant interests. The associated deferred tax assets are computed by applying the applicable statutory tax rates to the underlying tax attributes. As of June 30, 2026, these deferred tax assets are estimated to be $696.4 million. The associated deferred tax assets are presented net of the valuation allowance. As of June 30, 2026, the valuation allowance is estimated to be $145.3 million, resulting in net deferred tax assets of $551.1 million. The TRA liability is computed as 85% of the applicable deferred tax assets, net of valuation allowance. As of June 30, 2026, the Company recorded a TRA liability of $468.4 million. Beginning with the 2026 taxable year, annual TRA payments are generally determined following the filing of the applicable income tax returns based on the tax benefits actually utilized by the Company during the taxable year. For purposes of the TRA, the cash tax benefits will be computed by comparing the Company’s actual income tax liability to the amount of such taxes that the Company would have been required to pay had it not been able to utilize the Pre-IPO Tax Benefits. Payments under the TRA bear interest from the original due date of the applicable tax return, generally April 15, through the payment date at a rate equal to SOFR plus 1.0%. The term of the TRA will continue until all Pre-IPO Tax Benefits have been utilized, or deemed utilized, or expired. In the event of certain changes of control, certain material breaches of the TRA by the Company, or an insolvency event, the calculation of certain future payments made under the TRA will utilize certain valuation assumptions, including that the Company will have sufficient taxable income to fully utilize Pre-IPO Tax Benefits.

TAX RECEIVABLE AGREEMENT

6 Months Ended

Jun. 30, 2026

NOTE 20 – TAX RECEIVABLE AGREEMENT

The Company expects to utilize certain pre-IPO tax assets including federal net operating losses, deferred interest deductions, tax basis in amortizable or depreciable assets, and certain deductible expenses attributable to the transactions related to the IPO (the “Pre-IPO Tax Benefits”) that arose prior to or in connection with the IPO, which tax benefits are expected to reduce the Company’s future income tax payments.

In connection with the IPO, we entered into a Tax Receivable Agreement ( “TRA”) with certain stockholders and members of management that elected to become parties to the TRA (“Management party participants”) (collectively, “TRA parties”). The TRA will provide for the payment by the Company of 85% of the benefits, if any, that the Company or its subsidiaries

actually realize, or are deemed to realize, as a result of savings in U.S. federal, state, and local income taxes attributable to the Company’s and its subsidiaries’ utilization of the Pre-IPO Tax Benefits. The Company expects to benefit from the remaining 15% of cash tax benefits, if any, it realizes from the Pre-IPO Tax Benefits.

Management party participants are entitled to receive TRA payments on their management TRA interests only if they satisfy the service condition set forth in the agreement, which requires employment with the Company for at least one day during the year in which the TRA payment is paid. Amounts forfeited by management party participants are reallocated to participating stockholders in accordance with the terms of the TRA. Such forfeitures do not reduce the aggregate payment obligation of the Company under the TRA.

At the IPO date, the Company recorded a TRA liability for the estimated future payments expected to be made under the agreement. The initial liability was measured using a mirror approach based on the tax benefits expected to be realized from the covered tax attributes and was recorded on an undiscounted basis. Because the TRA results in a non-income tax related liability resulting from a transaction with stockholders, the offsetting entry was recorded to additional paid-in-capital.

The TRA liability is remeasured at each reporting date based on management’s estimate of future tax benefits expected to be realized from the covered tax attributes. Changes in the estimated liability may result from changes in anticipated taxable income, tax rates, utilization of tax attributes, valuation allowance assessments, or other factors affecting the realization of the underlying tax benefits.

Subsequent changes in the estimated TRA liability attributable to participating stockholders are recognized within operating expenses. Changes attributable to management party participants are recognized within compensation expense. During the service period, management evaluates the probability of satisfaction of the service condition by management party participants when determining the allocation of future payments between stockholder and management party participant interests.

The associated deferred tax assets are computed by applying the applicable statutory tax rates to the underlying tax attributes. As of June 30, 2026, these deferred tax assets are estimated to be $696.4 million. The associated deferred tax assets are presented net of the valuation allowance. As of June 30, 2026, the valuation allowance is estimated to be $145.3 million, resulting in net deferred tax assets of $551.1 million. The TRA liability is computed as 85% of the applicable deferred tax assets, net of valuation allowance. As of June 30, 2026, the Company recorded a TRA liability of $468.4 million.

Beginning with the 2026 taxable year, annual TRA payments are generally determined following the filing of the applicable income tax returns based on the tax benefits actually utilized by the Company during the taxable year. For purposes of the TRA, the cash tax benefits will be computed by comparing the Company’s actual income tax liability to the amount of such taxes that the Company would have been required to pay had it not been able to utilize the Pre-IPO Tax Benefits.

Payments under the TRA bear interest from the original due date of the applicable tax return, generally April 15, through the payment date at a rate equal to SOFR plus 1.0%.

The term of the TRA will continue until all Pre-IPO Tax Benefits have been utilized, or deemed utilized, or expired. In the event of certain changes of control, certain material breaches of the TRA by the Company, or an insolvency event, the calculation of certain future payments made under the TRA will utilize certain valuation assumptions, including that the Company will have sufficient taxable income to fully utilize Pre-IPO Tax Benefits.