Note 16. Stock-Based Compensation

Pursuant to the Amended and Restated Limited Liability Company Agreement dated August 2025 to provide appropriate equity-based incentives to key employees, the Company issued Profit Interest Units to individuals in exchange for services rendered to or on behalf of the Company. These units, once granted, are generally subject to vesting conditions, which may vary by individual.

Profit Interest Units do not require any capital contribution and entitle holders to share in the future appreciation of the Company’s fair market value through distributions. A Profit Interest Unit becomes eligible for distributions only if: (i) the unit is vested as of the distribution date, and (ii) the total distribution amount exceeds a threshold (or “Participation Threshold”) amount established by the Board on the date of grant. Holders of Profit Interest Units, however, have no voting rights with respect to such units on matters concerning the Company’s business or affairs.

The Profit Interest Units are accounted for as unit-based compensation in accordance with ASC 718, Compensation – Stock Compensation. These units generally vest over two years and do not have a contractual expiration date. The Profit Interest Units are subject to forfeiture until the service-based vesting requirement is satisfied through continued employment or service with the Company.

Pursuant to the terms of the award agreements, all outstanding unvested Profit Interest Units vested upon the closing of the Business Combination on May 8, 2026. In connection with the Business Combination, all vested and unvested Profit Interest Units were converted into shares of the Company’s Class A common stock in accordance with the terms of the merger agreement.

The following is a summary of the Class A common stock converted from Profit Interest Units activity for the six months ended June 30, 2026:

 Schedule of Class A Common Stock Converted from Profit Interest Units Activity

During the three months ended June 30, 2026 and 2025, the Company recognized stock-based compensation expense of $50 and $204, respectively related to the Class B Units. During the six months ended June 30, 2026 and 2025, the Company recorded stock-based compensation expense of $248 and $406, respectively related to the Profit Interest Units, recorded in selling, general and administrative (excluding depreciation and amortization) in the interim condensed consolidated statement of operations. As of June 30, 2026, all Profit Interest Units were vested and there was no remaining unrecognized compensation cost related to these awards.

Non-employee Share-Based Award

During the three months ended June 30, 2026, the Company recognized stock-based compensation expense of $7,020 related to an equity-classified share-based award granted to a consultant in connection with the Business Combination. The award was accounted for pursuant to ASC 718, Compensation-Stock Compensation. The grant-date fair value of the award was determined using a Monte Carlo simulation model due to the presence of market-based vesting conditions. The award became fully vested during the three months ended June 30, 2026, and no unrecognized compensation cost remained as of June 30, 2026. See Note 2 - Business Combination, and Note 14 - Related Party Transactions, for additional information regarding the consulting agreement award.

The following weighted-average assumptions were used in the Monte Carlo simulation:

 Schedule of Weighted Average Assumptions

During the three months ended June 30, 2026, all market-based vesting conditions associated with the award were achieved and the award became fully vested. As a result, the Company recognized $7,020 of stock-based compensation expense within selling, general and administrative expenses in the Company’s interim condensed consolidated statements of operations during the three and six months ended June 30, 2026. No unrecognized compensation cost related to this award remained as of June 30, 2026.