Stockholders’ Equity |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Equity [Abstract] | |
| Stockholders’ Equity | Stockholders’ Equity All share amounts have been retrospectively adjusted to reflect the stock split described in Note 1, Basis of Presentation and Principles of Consolidation. The Company’s authorized capital stock consists of Class A common stock, Class B common stock and preferred stock. As of September 30, 2026, the Company was authorized to issue 464,000,000 shares of Class A common stock, 16,000,000 shares of Class B common stock and 20,000,000 shares of preferred stock (undesignated), each with a par value of $0.00001 per share. As of September 30, 2026, there were 145,713,550 shares of Class A common stock and 11,578,308 shares of Class B common stock issued and outstanding. No preferred stock has been designated or issued under the Restated Certificate of Incorporation as of September 30, 2026. On July 17, 2026, in connection with the closing of the IPO, the Company's Restated Certificate of Incorporation became effective. The Restated Certificate authorizes the Company to issue up to 500,000,000 shares of capital stock, consisting of (i) 464,000,000 shares of Class A common stock, $0.00001 par value per share, (ii) 16,000,000 shares of Class B convertible common stock, $0.00001 par value per share, and (iii) 20,000,000 shares of preferred stock, $0.00001 par value per share, the rights and preferences of which may be designated by the Board of Directors. No shares of preferred stock have been designated or issued under the Restated Certificate of Incorporation as of September 30, 2026. The Restated Certificate of Incorporation also changed the voting rights of Class B common stock from 10 votes per share to 20 votes per share, and updated the automatic conversion triggers for Class B common stock as described below. See Note 7, Redeemable Preferred Stock, for a description of the elimination of all prior designated preferred series and the conversion of preferred stock into Class A common stock in connection with the IPO. The rights, preferences and privileges of the Company’s Class A common stock, Class B common stock and preferred stock are described in Note 9, Stockholders’ Equity, to the audited Consolidated Financial Statements for the year ended December 31, 2025 included in the Registration Statement. Subject to the rights of the holders of preferred stock, holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of stockholders, unless otherwise required by law or the Company’s certificate of incorporation. Each holder of Class A common stock is entitled to one vote per share, and each holder of Class B common stock is entitled to 20 votes per share. Each share of Class B common stock is convertible at the option of the holder at any time into one share of Class A common stock. Each share of Class B common stock will also automatically convert into one share of Class A common stock upon (i) the approval of holders of a majority of the outstanding shares of Class B common stock or (ii) a non-permitted sale, assignment or transfer of such share. Subject to the preferential rights of any outstanding series of preferred stock, holders of Class A common stock and Class B common stock are entitled to share equally, on a per-share basis, in any dividends declared by the Board of Directors from legally available funds. In the event of any liquidation, dissolution or winding up of the Company, after payment of all debts and subject to the preferential rights of any outstanding series of preferred stock, the holders of Class A common stock and Class B common stock are entitled to share ratably, on a per-share basis, in the remaining assets of the Company available for distribution. The common stock is not redeemable at the option of the holder. IPO On July 16, 2026, the Company’s Class A common stock began trading on the New York Stock Exchange under the symbol “STDN” and the offering closed on July 17, 2026. The offering consisted of the issuance and sale of 10.0 million shares of Class A common stock at a public offering price of $15.00 per share, resulting in net proceeds to the Company of approximately $137.4 million, after deducting underwriting discounts, commissions, and offering expenses. In connection with the closing of the IPO, total deferred transaction costs of $3.3 million were reclassified as a reduction of additional paid-in capital. An additional $0.3 million of transaction costs were directly charged to additional paid-in capital. Immediately prior to the closing of the IPO, the Company had 132,698,178 shares of Class A common stock outstanding and 11,578,308 shares of Class B common stock outstanding. Class A common stock included the conversion of all 116,141,488 outstanding shares of the Company's redeemable convertible preferred stock into 116,141,488 shares of Class A common stock. Class A common stock also included the conversion of 7,876,998 shares of the Company’s Class B common stock, not beneficially owned by Mr. Hendrix, into Class A common stock, pursuant to the Class B Conversion. In addition, pursuant to the Class B Stock Exchange, all 5,824,308 outstanding shares of Class A common stock beneficially owned by Standard Nuclear Trust were exchanged for an equivalent number of newly issued shares of Class B common stock. The Company also entered into the Class B Equity Exchange Agreement with Thomas Hendrix, the Company's Founder and Executive Chairman, which grants Mr. Hendrix the right to require the Company to exchange up to an aggregate of 4,194,545 shares of Class A common stock (consisting of shares subject to his equity awards and shares he may receive in a distribution of up to 1,459,858 shares from Decisive Point Group, LLC (“Decisive Point”), of which Mr. Hendrix is a member) for an equivalent number of shares of Class B common stock. All other outstanding shares of Class B common stock converted to Class A common stock. In connection with the closing of the IPO, the Company's Restated Certificate of Incorporation became effective, under which each share of Class B common stock is entitled to 20 votes per share (compared to ten votes per share previously), voting together with Class A common stock as a single class on all matters submitted to a vote of stockholders, except as otherwise required by law. Each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, occurring after the closing of the IPO, other than certain permitted transfers, and will also convert automatically upon the earliest of: (i) 12 months following the death or disability of Thomas Hendrix, the Company's Founder and Executive Chairman; (ii) the first trading day on which outstanding shares of Class B common stock represent less than 5% of the Company's aggregate then-outstanding common stock; or (iii) the first trading day on which Mr. Hendrix is no longer providing services to the Company as an officer, employee, or consultant and is not a director of the Company as a result of his voluntary resignation or a request or agreement not to be renominated. Each of the events described in clauses (i) through (iii) may be extended by up to 18 months upon the affirmative approval of a majority of the Company's independent directors. During the three and nine months ended September 30, 2026, the Company issued 26,250 shares of Class A common stock and 161,248 shares of common stock (consisting of 134,998 shares of Class B common stock and 26,250 shares of Class A common stock) respectively, from exercises of stock options. During the three and nine months ended September 30, 2025, the Company did not issue any shares of common stock. The Company did not declare or pay any dividends during the three and nine months ended September 30, 2026 and 2025.
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