Note 12 — Stock-based compensation

In May 2024, the Company adopted its 2024 Long-Term Incentive Plan (“the 2024 Plan”). The 2024 Plan provides for the grant of incentive stock options to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock unit awards and other forms of stock awards to employees and directors, including employees of our affiliates. After taking into account restricted and performance stock units granted in connection with the IPO in concurrent business combinations (Note 3), the maximum number of shares of our common stock that may be issued under our 2024 Plan is 3,260,000 shares.

The awards under the 2024 Plan vest over periods ranging between one (1) and five (5) years after the grant date. Certain awards granted are subject to both service-based and performance-based vesting conditions. The Company uses straight line vesting to record compensation expense. All awards granted are settled in common stock.  

If an employee terminates employment with the Company prior to awards vesting, the unvested awards are forfeited and the historical compensation expense is reversed in the period of termination, unless the employee terminates without cause then a pro-rata portion of the then-unvested awards will vest immediately.

Shares subject to stock awards granted under the 2024 Plan that expire or terminate do not reduce the number of shares available for issuance under the 2024 Plan. Additionally, shares become available for future grants under the 2024 Plan if they were stock awards issued under the 2024 Plan and we repurchase them or they are forfeited. This includes shares used to pay the exercise price of a stock award or to satisfy the tax withholding obligations related to a stock award. As of June 30, 2026, there were 578,834 remaining shares available to be issued under the 2024 Plan.

Restricted Stock Units and Performance Stock Units

In February 2026, the Company granted PSUs to certain employees. The Company granted 210,604 PSUs, which are subject to both continued service and the achievement of specified performance conditions, which are based equally on pretax income and adjusted operating ratio over the performance period. The awards are earned based on the level of achievement of the applicable performance targets during the performance period, with payouts ranging from 0% to 200% of the target number of PSUs. The number of shares ultimately earned will depend on the achievement of the applicable performance targets over the performance period. The grant-date fair value of the PSUs was determined based on the closing price of the Company's common stock on the grant date. Compensation expense associated with the PSUs is recognized over the requisite service period based on management's assessment of the probability of achieving the applicable performance conditions, with adjustments recorded in the period management's assessment changes.

Total compensation expense related to restricted and performance stock awards was $2,698,330, $1,346,248, $2,404,506 and $1,221,497 for the six and three month period ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and 2025, there was a total of $11,297,045 and $14,257,920 of unrecognized compensation expense related to these restricted stock awards, which is expected to be recognized over the next three and four years, respectively. The fair value of restricted stock awards is currently valued at the closing price of the Company’s common stock on the day preceding a grant.

A summary of all restricted and performance stock units outstanding as of June 30, 2026, and activity during the six month period ended June 30, 2026, is presented below:

On March 2, 2026, the Company announced that its Board of Directors authorized a share repurchase program under which the Company may repurchase up to $15 million of its common stock. The repurchase program authorizes the Company to purchase its common stock from time to time in the open market, in block transactions, in privately negotiated transactions, through accelerated stock repurchase programs, through option or other forward transactions or otherwise, all in compliance with applicable laws, rules, regulations and other restrictions. In March 2026, the Company repurchased 82,877 shares of common stock at an average price of $6.25. The repurchased shares were subsequently reissued in May 2026. Accordingly, the Company held no treasury stock as of June 30, 2026.