v3.26.3
Stockholders’ Equity
 9 Months Ended
Sep. 30, 2026
Equity [Abstract]  
Stockholders’ Equity Stockholders’ Equity
Common Stock
The holders of our common stock have one vote for each share of common stock. Common stockholders are entitled to dividends when, as, and if declared by our Board of Directors (the “Board”). As of September 30, 2026, no dividends had been declared by the Board.
On June 16, 2025, our stockholders authorized an increase in the number of authorized shares of common stock of the Company from 150,000,000 to 400,000,000. The increase in our authorized shares of common stock did not impact the number of our issued or outstanding shares of common stock. Our common stock reserved for future issuance consisted of the following as of the dates indicated:
September 30,
2026		December 31,
2025
Shares available for grant under equity incentive plans8,303,338 1,160,627 
Options issued and outstanding under equity incentive plans1,997,466 1,997,466 
Unvested restricted stock units7,331,789 4,121,525 
Vested restricted stock units not yet settled 8,065 2,002,582 
Maximum number of shares issuable to GlowUp sellers pursuant to acquisition indemnity holdback— 249,116 
Total common stock reserved for future issuance17,640,658 9,531,316 
On February 23, 2026, we increased the availability under our previously registered and announced at-the-market offering (the “ATM”) to $200 million worth of our common stock. During the three months ended September 30, 2026, we sold a total of 281,789 shares under the ATM for net proceeds of $0.2 million. During the nine months ended September 30, 2026, we sold 3,666,783 shares of our common stock under the ATM for net proceeds of $5.5 million. As of September 30, 2026, we had $194.1 million of remaining capacity under the ATM.
Share Repurchase from Our Primary Lender and Its Affiliates
On June 18, 2026, we entered into a stock repurchase agreement (the “Repurchase Agreement”) with certain sellers, all of whom are affiliates of Fortress Investment Group, to repurchase an aggregate of 16,589,531 shares of our common stock, for an aggregate purchase price of $17.4 million payable in four installments through December 31, 2026. During the nine months ended September 30, 2026, we repurchased 4,761,905 shares of common stock for $5.0 million in cash, consisting of 1,904,762 shares for $2.0 million on June 18, 2026 and 2,857,143 shares for $3.0 million on August 24, 2026. We are contractually obligated to settle the remaining installments in cash. Accordingly, a liability of $14.8 million was established at inception and presented as a liability pursuant to a stock repurchase agreement within current liabilities on our condensed consolidated balance sheet, with a corresponding reduction to additional paid-in capital, measured at the present value of the remaining amount payable. The liability is accreted to its settlement amount over the term of the Repurchase Agreement, with the accretion recognized as interest expense. Direct costs of $0.2 million, which were primarily legal fees incurred in connection with the stock repurchase, were recorded as a reduction to additional paid-in capital in our condensed consolidated balance sheet as of September 30, 2026.
We evaluated the Repurchase Agreement under ASC 480, Distinguishing Liabilities from Equity. The Repurchase Agreement is a freestanding financial instrument that obligates us to repurchase a fixed number of our own shares at a fixed price of $1.05 per share, with settlement required in cash. Accordingly, we classified the obligation to repurchase the shares remaining under the payment schedule as a liability in accordance with ASC 480-10-25-8, rather than as equity or as an off-balance-sheet commitment. Because both the amount payable and the settlement dates are fixed, the liability is measured at the present value of the amounts to be paid under the remaining installments and is subsequently accreted to its settlement amount through interest expense over the term of the agreement, using the interest rate implicit in the arrangement at inception, in accordance with ASC 480-10-35-3(a). The liability is not remeasured to fair value through earnings.
During the three months ended September 30, 2026, we repurchased 2,857,143 shares under the Repurchase Agreement for $3.0 million, which are held as treasury shares. Until purchased by us, the shares subject to the Repurchase Agreement remain owned by the sellers, who retain voting and dividend rights with respect to such shares.
In the event we do not satisfy the remaining repurchase obligations under the Repurchase Agreement, certain of our affiliated stockholders are obligated to satisfy such obligations pursuant to a backstop agreement. Under the Backstop Agreement, we pay the Backstop Purchasers (as such terms are defined in Note 17, Related Party Transactions) a fee equal to 5.0% of each installment that we fund ourselves, payable in shares of our common stock valued at $1.4736 per share. During the three months ended September 30, 2026, a backstop fee of $0.2 million was earned and settled through the issuance of 101,790 shares of common stock to the Backstop Purchasers.
Interest expense recognized in relation to the accretion of the repurchase liability under the Repurchase Agreement for the three and nine months ended September 30, 2026 was $0.4 million in each period. As of September 30, 2026, the carrying amount of the liability was $12.2 million, representing the present value of the remaining $12.4 million of contractually scheduled installment payments ($5.0 million due on or before November 1, 2026 and $7.4 million due on or before December 31, 2026) pursuant to the Repurchase Agreement. Refer to Note 17, Related Party Transactions, for additional information.
Subsequent to September 30, 2026, The Million S.a.r.l., one of the Backstop Purchasers, purchased directly from the sellers the shares comprising the installment due to be purchased by November 1, 2026 pursuant to the Repurchase Agreement. Refer to Note 19, Subsequent Events, for additional information.