v3.26.1
Equity Award Activity and Stock-Based Compensation (Tables)
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Summary of Activity Under Equity Plans and Related Information

The following table summarizes USPH Class B units activity for the period from January 1, 2026 to February 26, 2026 (Predecessor) and the six months ended June 30, 2025 (Predecessor):

 

 

Predecessor

 

 

Period from January 1, 2026 to February 26, 2026

 

 

Number of Units

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Term

 

 

(in thousands)

 

 

 

 

 

(In Years)

 

Balance as of December 31, 2025

 

17.0

 

 

$

1,000.0

 

 

 

1.75

 

Granted

 

 

 

 

 

 

 

 

Repurchased

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

Balance as of February 26, 2026

 

17.0

 

 

$

1,000.0

 

 

 

1.59

 

 

 

Predecessor

 

 

Six Months Ended June 30, 2025

 

 

Number of Units

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Term

 

 

(in thousands)

 

 

 

 

 

(In Years)

 

Balance as of December 31, 2024

 

18.0

 

 

$

1,000.0

 

 

 

2.68

 

Granted

 

 

 

 

 

 

 

 

Repurchased

 

(0.2

)

 

 

1,000.0

 

 

 

 

Forfeited

 

(0.8

)

 

 

1,000.0

 

 

 

 

Balance as of June 30, 2025

 

17.0

 

 

$

1,000.0

 

 

 

2.25

 

Equity Award Activity (Successor)

A summary of activity under the equity plans and related information was as follows:

 

 

 

Successor

 

 

 

Period from February 27, 2026 to June 30, 2026

 

 

 

Options Outstanding

 

 

RSUs Outstanding

 

 

 

Number of
Options

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average Remaining Contractual Term
(In Years)

 

 

Number of
RSUs

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

(in thousands)

 

Balance as of February 27, 2026 (Successor)

 

 

363.3

 

 

$

16.95

 

 

 

0.1

 

 

 

127.5

 

Granted

 

 

 

 

 

 

 

 

 

 

 

50.0

 

Vested

 

 

 

 

 

 

 

 

 

 

 

(69.9

)

Forfeited or cancelled

 

 

(363.3

)

 

$

16.95

 

 

 

 

 

 

 

Balance as of June 30, 2026 (Successor)

 

 

 

 

$

 

 

 

0.0

 

 

 

107.6

 

Summary of Stock-Based Compensation Expense

Total equity-based compensation expense included in the Condensed Consolidated Statements of Operations was as follows:

 

 

 

Successor

 

 

Successor

 

 

 

Predecessor

 

 

Predecessor

 

 

Predecessor

 

 

 

Three Months Ended June 30, 2026

 

 

Period from February 27, 2026 to June 30, 2026(1)

 

 

 

Period from January 1, 2026 to February 26, 2026(2)

 

 

Three Months Ended June 30, 2025(2)

 

 

Six Months Ended June 30, 2025(2)

 

 

 

(in millions)

 

 

(in millions)

 

 

 

(in millions)

 

 

(in millions)

 

 

(in millions)

 

Cost of sales

 

$

 

 

$

 

 

 

$

 

 

$

 

 

$

 

Selling expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

0.1

 

 

 

0.2

 

 

 

 

0.1

 

 

 

0.1

 

 

 

0.2

 

Transaction expenses

 

 

 

 

 

0.4

 

 

 

 

 

 

 

 

 

 

 

Total equity-based compensation

 

$

0.1

 

 

$

0.6

 

 

 

$

0.1

 

 

$

0.1

 

 

$

0.2

 

 

(1)
Successor information is stock-based compensation.
(2)
Predecessor information is member-unit based compensation.
Summary of Changes in Non-vested

Changes in the Initial Grant and the Transaction Grant for the period from February 27, 2026 to June 30, 2026 (Successor), were as follows (in thousands, except per share amounts):

 

 

 

Initial Grant

 

 

Transaction Grant

 

 

 

Number of Units

 

 

Weighted Average Grant Date Fair Value

 

 

Number of Units

 

 

Weighted Average Grant Date Fair Value

 

Nonvested at February 27, 2026 (Successor)

 

 

1,898

 

 

$

2.39

 

 

 

600

 

 

$

0.56

 

Vested

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Nonvested at June 30, 2026 (Successor)

 

 

1,898

 

 

$

2.39

 

 

 

600

 

 

$

0.56

 

Summary of Valuation Assumptions

The valuation assumptions utilized for the Transaction Grant as of the December 7, 2025 grant date were as follows:

 

Expected time to a liquidity event (1)

 

5.23 years

 

Expected volatility (2)

 

 

30

%

Risk-free interest rate (3)

 

 

3.71

%

Equity value (4)

 

$

738

 

Discount for lack of marketability

 

 

20

%

(1)
Represents the expected time to a liquidity event as of the measurement date.
(2)
Given the fundamental change in the Company’s business expected to result from the closing of the US Salt deal, the Company’s historical stock price volatility is not a reasonable proxy for expected volatility. Accordingly, the Company estimated expected volatility using a selected group of guideline public companies, considering industry alignment, size, and stage of development, with adjustments to reflect differences in financial leverage.
(3)
The risk-free rate equals the continuously compounded yield from the US Treasury’s published Daily Treasury Par Yield Curve Rates as of the Transaction Grant Date for a period equal to the time from the Transaction Grant Date until the expected liquidity event, assuming linear interpolation between terms.
(4)
Holdings’ underlying equity value on the Transaction Grant Date was estimated to be equal to the capital contributions for the Class A Units and Class B Units on a pro forma basis assuming closing of the US Salt Acquisition.