Internalization (Tables)

6 Months Ended

Jun. 30, 2026

Business Combination [Abstract]

Schedule of Adjusted EBITDA Target

In addition to the above, pursuant to the Contribution Agreement, the Management Contributors agreed that 25% of the Internalization Price (the “Earnout Amount”) is conditioned upon the Company achieving certain Adjusted EBITDA targets in each of the three 12-month periods from July 1, 2026 to June 30, 2029 (each such 12-month period, an “Earnout Year”) as follows:


Earnout Year ending:		EBITDA Target		Earnout Amount received
June 30, 2027		$106.6 million		One-third
June 30, 2028		$129.0 million		Up to two-thirds (less an Earnout Amount received in the prior Earnout Year
June 30, 2029		$126.0 million		Up to the entire Earnout Amount (less any Earnout Amount received in prior two Earnout Years)

Schedule of Fair value of Earnout Liability Estimated Utilizing a Binomial Lattice Model

The fair value of the earnout liability were estimated utilizing a binomial lattice model using the following range of significant unobservable inputs (Level 3) for the respective periods:


		2026
Stock Price		$26.00 - $27.82
Volatility		40.0%
Risk-free rate		4.11% - 4.12%
Dividend yield		7.19% - 7.69%
Term		3.00 - 3.06 years

Schedule of Reconciliation of Earnout Liability Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3)

The following is a reconciliation of the beginning and ending balance of the earnout liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three and six months ended June 30, 2026 (in thousands):


		Level 3
		Earnout liability
Fair value of earnout liability at IPO			24,223
Change in fair value			1,694
Fair value of earnout liability at June 30, 2026			25,917

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

+ References + Details