Equity |
9 Months Ended |
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Sep. 30, 2026 | |
| Equity [Abstract] | |
| Equity | Equity Redeemable Preferred Stock Series A Preferred Stock On September 14, 2026, the Company redeemed all 150,000 shares of its previously outstanding Series A Convertible Preferred Stock with an initial liquidation preference of $1,000 per share and a par value of $0.01 per share (the “Series A preferred stock”), pursuant to the redemption notice provided to the holders of the Series A preferred stock on August 14, 2026. The Company made an aggregate cash payment to the holders of the Series A preferred stock of $154.3 million, which included 101.0% of the liquidation preference of $1,000 per share and accumulated dividends of $2.8 million. Following the redemption, no shares of Series A preferred stock remained outstanding. Series B Preferred Stock On September 14, 2026, the Company entered into Subscription Agreements (the “Subscription Agreements”) with certain institutional investors (collectively, the “Purchasers”). Pursuant to the Subscription Agreements, the Company sold to the Purchasers 225,000 shares of newly-created Series B Convertible Preferred Stock at a first closing, which occurred on September 14, 2026 (the “First Closing”) with an initial liquidation preference of $1,000 per share and a par value of $0.01 per share for an aggregate purchase price of $225.0 million (the “Series B preferred stock” and, together with the Series A preferred stock, the “redeemable preferred stock”). The Purchasers of the Series B preferred stock received an original issue discount equal to 2.5% of the purchase price, which reduced the carrying amount of the Series B preferred stock along with certain directly attributable issuance costs recorded within redeemable preferred stock on the Condensed Consolidated Balance Sheet. The proceeds received from the First Closing were $217.1 million, net of the original issue discount and other fees incurred by the Company. The Company used the proceeds from the First Closing to redeem the then outstanding Series A preferred stock and the remainder for general corporate and operational purposes, and in anticipation of funding a portion of the Beazer acquisition. The Series B preferred stock is perpetual with call and conversion rights. The Series B preferred stock is non-voting and entitles holders of the Series B preferred stock to cumulative dividends at a rate of 12.0% per annum, payable quarterly in arrears commencing December 31, 2026, which, after the sixth anniversary from the First Closing date, shall increase by 0.5% every six months, subject to a maximum of 15.0%. The Company may, in its sole discretion, defer payment of all or part of any dividend. Deferred dividends accrue additional dividends at the applicable annual dividend rate, currently 12.0%, compounded quarterly, until the deferred dividends and all additional dividends accrued are paid in full in cash. The Series B preferred stock ranks senior to the Company’s Class A and B common stock with respect to dividends and distributions upon liquidation, winding-up and dissolution. Upon a liquidation, dissolution or winding up of the Company, each share of Series B preferred stock will be entitled to receive the greater of (i) the sum of the initial liquidation preference of $1,000 per share, plus all accumulated and unpaid dividends, or (ii) after the sixth anniversary of the First Closing, the as-converted value of such share calculated pursuant to the calculation of the holder conversion and fundamental change options described below. Following the third anniversary of the First Closing date, the Company can redeem all or any portion of the Series B preferred stock for an amount in cash, starting at 102.0% of the liquidation preference, and decreasing to 100.0% of the liquidation preference, if redeemed after the fifth anniversary, plus accumulated and unpaid dividends. Subsequent to the sixth anniversary of the First Closing date, a holder can convert the Series B preferred stock into Class A common stock of the Company at a price based on the average closing price of Class A common stock for the 90 trading days immediately preceding, but not including, the conversion notice date, less a 20.0% conversion discount and subject to a floor conversion price of $4.19. In the event of an uncured breach of the protective provisions, which require the Company to be in compliance with all covenants under the Credit Agreement and the Series B preferred stock, the Series B preferred stock will become convertible prior to the sixth anniversary of the First Closing date with a conversion discount of 25.0%, and subject to a floor conversion price of $4.19. In the event that a conversion is exercised and the conversion price is less than the floor price of $4.19, inclusive of the effect of the applicable discount rate (the “conversion floor price”), the Company will issue the number of shares of Class A common stock determined using the conversion floor price and make a cash payment to the holder for the value of the additional shares the holder would have received if the floor had not applied. Upon the occurrence of a fundamental change, which include, but are not limited to, a change of control or Patrick Zalupski ceasing to beneficially own at least 50.0% of both the voting power and economic interest of the Company, each holder of Series B preferred stock will have the right to (i) convert all or any portion of such holder’s Series B preferred stock into Class A common stock at a conversion price equal to the volume-weighted average price of the Class A common stock for the 30 trading days beginning on, and including, the First Closing date, and/or (ii) require the Company to redeem all or any portion of such holder’s Series B preferred stock for an amount in cash equal to the greater of the as-converted value and the liquidation preference, plus (a) accumulated and unpaid dividends and (b) if and only if the redemption date occurs on or prior to September 14, 2029, an amount equal to the regular dividends that would have accumulated on such share of Series B preferred stock from and after the date of the fundamental change and through September 14, 2029. Neither the cash settlement tied to the holder conversion nor any fundamental change event, both described above, was deemed probable as of September 30, 2026. As such, the outstanding Series B preferred stock was not subject to current redemption and its carrying value remained unadjusted as of that date. As of September 30, 2026 and December 31, 2025, the redeemable preferred stock, net of the related original issue discounts and any directly attributable issuance costs, is classified as mezzanine equity on the Condensed Consolidated Balance Sheets. On October 20, 2026, the Company sold an additional 450,000 shares of Series B preferred stock at a second closing. Refer to Note 14, Subsequent Events for additional information. Share Buyback Program In June 2023, the Company’s Board of Directors approved a share buyback program under which the Company can repurchase its Class A common stock in open market purchases, privately negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. During the year ended December 31, 2025, the repurchase limit under the share buyback program was increased to $100.0 million and the period to repurchase shares was extended through June 30, 2027. The actual timing, number and value of shares repurchased under the share buyback program depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. The share buyback program does not obligate the Company to acquire any specific number of shares in any period and may be expanded, extended, modified or discontinued at any time. As of September 30, 2026 and December 31, 2025, approximately $11.1 million and $50.5 million, respectively, remained available for purchase under the share buyback program. During the three and nine months ended September 30, 2026, the Company repurchased 386,103 and 2,462,284 shares of Class A common stock for an aggregate purchase price of $6.0 million and $39.3 million, respectively. During the three and nine months ended September 30, 2025, 357,715 and 1,347,683 shares, respectively, were repurchased for an aggregate purchase price of $9.7 million and $32.7 million, respectively.
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