v3.26.1
Equity-Based Compensation
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Equity-Based Compensation

10.    Equity-Based Compensation

2026 Incentive Award Plan

The Company established the 2026 Incentive Award Plan (the “Plan”) which allows the Company’s board of directors (or an authorized committee to which the board delegates such authority) to grant incentive stock options, stock appreciation rights, restricted stock, restricted stock units, or other stock or cash based awards. The maximum number of shares that may be issued pursuant to awards under the Plan initially is 7,331,369 shares, subject to annual increases as provided by the Plan. No more than 73,313,690 shares may be issued pursuant to the exercise of incentive stock options. Shares issued under the Plan may be authorized but unissued shares, shares purchased on the open market, or treasury shares.

RSUs

Concurrent with the IPO, the Company granted new RSUs to the members of the board of directors and certain employees. The RSUs have a time-based vesting of one year for the members of the board of directors and one-third on each of the first three anniversaries of the IPO for employees, in each case, subject to the recipient’s continuous service to the Company, a parent, subsidiary, or affiliate through the applicable vesting date. Both sets of RSUs have a contractual term approximately equivalent to their vesting periods. Upon vesting, the RSUs are subject to settlement in Class A common stock; unvested RSUs are not considered outstanding shares of Class A common stock.

The Company issued 1,828,000 RSUs with a fair value equal to the fair value of Class A common stock at the time of grant of $21.75 per unit. Total compensation expense for RSUs was approximately $2,542 for the three and six months ended June 30, 2026, of which $113 is included in Selling, general, and administrative expenses and $2,429 is included in Salaries and benefits in the accompanying Condensed Consolidated Statements of Income. As of June 30, 2026, the unamortized compensation cost related to RSUs is $37,217 and is expected to be recognized over a weighted-average period of approximately 2.8 years. There were no forfeitures as of June 30, 2026. The following table summarizes the RSU activity for the six months ended June 30, 2026:

Number of Units

Unvested at December 31, 2025

Granted

1,828,000

Vested

Forfeited

Unvested at June 30, 2026

1,828,000

PSUs

Concurrent with the IPO, the Company granted new PSUs to certain employees. Each PSU was eligible to vest based on the achievement of pre-established stock price hurdles over a performance period of five years. More specifically, 50% of the PSUs will be eligible to vest on the later of (i) the first day following the date on which the 30-day volume weighted average market price of a share of Class A common stock equals or exceeds 1.5x the initial offering price per share of Class A common stock and (ii) the second anniversary of the date the registration statement became effective. The remaining 50% of the PSUs will be eligible to vest on the later of (i) the first day following the date on which the 30-day volume weighted average market price of a share of Class A common stock equals or exceeds 2.0x the initial offering price per share of Class A common stock and (ii) the third anniversary of the date the registration statement became effective.

The Company issued 900,000 PSUs with a fair value equal to $17.20 per unit and 900,000 PSUs with a fair value equal to $13.00 per unit. The fair value of the PSUs was calculated with the contractual term of 5 years as the expected term, estimated volatility of 35% based on observed equity volatility for comparable companies, adjusted for the Company's financial leverage, dividends of $0, and a risk- free rate 3.9% based on the U.S. Constant Maturity Treasury Yield commensurate with the term to the end of the derived service period. Total compensation expense for PSUs was approximately $2,166 for the three and six months ended June 30, 2026, which is included in Salaries and benefits in the

accompanying Condensed Consolidated Statements of Income. As of June 30, 2026, the unamortized compensation cost related to PSUs is $25,014 and is expected to be recognized over a weighted-average period of approximately 2.3 years. There were no forfeitures as of June 30, 2026. The following table summarizes the PSU activity for the six months ended June 30, 2026:

Number of Units

Unvested at December 31, 2025

Granted

1,800,000

Vested

Forfeited

Unvested at June 30, 2026

1,800,000