v3.26.1
Shareholders' and Members' Equity
6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Shareholders' and Members' Equity
9.
Shareholders’ and Members’ Equity

Shareholders’ Equity

Holders of Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders, except as otherwise required by applicable law or by the Second Amended and Restated Company Agreement of the Company, dated as of May 15, 2026. To the extent the Company pays any cash dividends on its Class A shares, under the terms of its organizational documents, Class B shares are not entitled to participate in any dividends the Board may declare.

As part of the IPO, 4,560,688 Class B shares (and a corresponding number of OpCo Units) were exchanged for Class A shares. No other Class B shares were redeemed for Class A shares through June 30, 2026.

Predecessor Members’ Equity

Prior to the IPO, the Predecessor was governed by its Third Amended and Restated Limited Liability Company Agreement, dated July 25, 2025 (the “Prior LLC Agreement”), which amended and restated the prior operating agreements in their entirety. The Predecessor’s equity consisted of common units representing limited liability company interests in the Predecessor held by its members, together with warrants exercisable for common units held by its warrant holders. The common units were generally consistent with ordinary equity interests. The Prior LLC Agreement authorized 2,095.68 common units, of which 1,195.23 were issued and outstanding to the members

and 900.45 were issuable upon exercise of the outstanding warrants. For all economic and income tax purposes, each warrant holder was treated under the Prior LLC Agreement as if its warrants had been exercised in full and it held the underlying common units. Distributions of available cash (including tax distributions and liquidating distributions) were made to the members and warrant holders in accordance with the terms of the Prior LLC Agreement, at such times as determined by the board of managers or as requested by a majority in interest of the members; provided that side letter obligations were deducted from the distributions otherwise payable to the non-warrant members. Unlike an entity with no restrictions on distributions, distributions by the Predecessor were subject to the covenants and restrictions contained in its loan agreements and to the approval rights held by the warrantholders under the Prior LLC Agreement. A separate capital account was maintained for each member, adjusted for capital contributions made by, and distributions paid to, such member and for such member’s allocable share of the Predecessor’s profits, losses, and other items of income, gain, loss, and deduction, which were allocated among the members in accordance with the Prior LLC Agreement.