Mezzanine Equity

6 Months Ended

Jun. 30, 2026

Note 12 – Mezzanine Equity

The following table presents the changes in the Company’s mezzanine equity during the six months ended June 30, 2026:

	Shares			Amount
				(In thousands)
Series F Preferred Stock as of December 31, 2025		121,050		$	136,146
Redemption of Series F Preferred Stock		(13,727	)		(34,474	)
Conversion of Series F Preferred Stock		(29,323	)		(36,655	)
Adjustment to maximum redemption value		—			(22,193	)
Agreement amendment fees		—			(380	)
Undeclared dividends		—			780
Series F Preferred Stock as of June 30, 2026		78,000		$	43,224

Issuance of Series F Preferred Stock

On March 24, 2025, the Company entered into the Series F Preferred Securities Purchase Agreement with the Series F Preferred Stockholder, which was subsequently amended as described herein. Pursuant to the Series F Preferred Securities Purchase Agreement, as amended, the Series F Preferred Stockholder agreed to purchase for an aggregate of $148.3 million (i) 148,250 shares of Series F Preferred Stock, with a Stated Value of $1,000 per share, convertible into shares of Common Stock and (ii) upon the Series F Preferred Stock Anniversary Warrant Issuance Date, subject to the satisfaction of certain conditions, the Series F Preferred Stock Anniversary Warrants. The Series F Preferred Offering closed on March 26, 2025, and the Company received approximately $136.1 million of net proceeds, after deducting advisor fees and offering expenses. The Company used the proceeds from the Series F Preferred Offering to fund a portion of the Bayswater Acquisition, which also closed on March 26, 2025.

The Company has determined that the Series F Preferred Stock should be classified as mezzanine equity because it is currently redeemable at the Series F Preferred Stockholder’s option. Additionally, the Company determined that certain features of the Series F Preferred Stock require bifurcation and separate accounting as embedded derivatives. On the date of issuance, in accordance with ASC 815, the Company recorded a liability of $25.5 million for the fair value of the Series F Preferred Stock embedded derivatives and a liability of $22.1 million for the fair value of the Series F Preferred Stock Anniversary Warrants. Refer to Note 5 – Fair Value Measurements for a further discussion of the fair value of the Series F Preferred Stock embedded derivatives and Series F Preferred Stock Anniversary Warrants. As a result, on March 26, 2025, the Company recognized the Series F Preferred Stock as mezzanine equity based on its relative fair value of $92.6 million, after allocating $47.6 million of the proceeds to the embedded derivative features and the Series F Preferred Stock Anniversary Warrants. Additionally, the Company recorded the issuance costs of $12.2 million as a reduction to the allocated proceeds.

Series F Preferred Stock Certificate of Designation

The Series F Preferred Stockholder is entitled to receive, on a cumulative basis, whether or not authorized or declared, dividends on each share of Series F Preferred Stock at a rate per annum equal to 12%, on the amount equal to the sum of (a) the Stated Value plus (b) all accrued and unpaid dividends on such share of Series F Preferred Stock (including dividends accrued and unpaid on previously unpaid dividends) (the “Series F Preferred Stock Stated Dividend Rate”). Dividends are payable to the Series F Preferred Stockholder in cash on March 1, June 1, September 1, and December 1 of each calendar year, which began on June 1, 2025. Alternatively, pursuant to the Series F Preferred Stock Certificate of Designation, the Company may elect to pay the dividends entirely or partially in shares of Common Stock. Additionally, the Series F Preferred Stock Certificate of Designation provides that six months after the anniversary date of the maturity of the Company’s Credit Facility the Series F Preferred Stock Stated Dividend Rate will increase to 25%. The Company elected to pay the March 1, 2026 and June 1, 2026 dividends by issuing the Series F Preferred Stockholder 2,352,000 and 3,276,000 shares of Common Stock, respectively. Additionally, on April 8, 2026, the Company redeemed a portion of the Series F Preferred Stock, discussed further below, and issued the Series F Preferred Stockholder 109,816 shares of Common Stock related to dividends.

The Series F Preferred Stockholder may convert all or a portion of its shares of Series F Preferred Stock into shares of Common Stock at any time and from time to time. The initial conversion rate for the Series F Preferred Stock is 202.0202 shares of Common Stock per share of Series F Preferred Stock (the “Standard Conversion”), which is subject to certain adjustments as described in the Series F Preferred Stock Certificate of Designation. The Series F Preferred Stockholder may also convert all or a portion of its shares of Series F Preferred Stock using an Alternative Conversion Rate (as defined in the Series F Preferred Stock Certificate of Designation, as supplemented by the First Series F Preferred Stock Letter Agreement) in lieu of the Standard Conversion, subject to an Alternative Conversion Cap (as defined in the Series F Preferred Stock Certificate of Designation) for each quarter. During the three and six months ended June 30, 2026, 6,273 and 29,323 shares of Series F Preferred Stock, respectively, were converted into 4,352,402 and 22,454,702 shares of Common Stock, respectively, using the Alternative Conversion.

Subject to the terms, conditions and certain exceptions set forth in the Series F Preferred Stock Certificate of Designation, the Company will have the right to redeem all of the then–outstanding shares of Series F Preferred Stock for a cash redemption price per share of Series F Preferred Stock equal to the Company Redemption Price (as defined in the Series F Preferred Stock Certificate of Designation). If a Fundamental Change (as defined in the Series F Preferred Stock Certificate of Designation) occurs, the Series F Preferred Stockholder may require the Company to redeem all or any portion of the shares of the Series F Preferred Stock for a cash purchase price equal to the Fundamental Change Redemption Price (as defined in the Series F Preferred Stock Certificate of Designation).

With respect to the Standard Conversion or a redemption of the Series F Preferred Stock, the Series F Preferred Stockholder will be entitled to receive an additional payment (the “Additional Payment”) in an amount equal to $19.9 million multiplied by the Stated Value of each share of converted or redeemed Series F Preferred Stock divided by the aggregate Stated Value of all shares of Series F Preferred Stock issued in the Series F Preferred Offering. The Company expects any Additional Payments to be paid in shares of Common Stock.

Further, the Series F Preferred Stock Certificate of Designation also contains certain financial covenants which require the Company to maintain, for each fiscal quarter a Net Leverage Ratio of no greater than 2.50 to 1.00 and a Current Ratio of at least 1.00 to 1.00. The breach of these covenants results in a Triggering Event (as defined in the Series F Preferred Stock Certificate of Designation). The Company is required to submit the current fiscal quarter covenant calculations to the Series F Preferred Stockholder the month after its financial statements are available for issuance and the Series F Preferred Stock Certificate of Designation does not require the Company to notify the Series F Preferred Stockholder of any non-compliance prior to the issuance of the compliance certificate. Additionally, the Series F Preferred Stock Certificate of Designation allows for the Triggering Event to be waived but does not specify a cure period. As discussed in Note 18 – Subsequent Events, on August 14, 2026, the Series F Preferred Stockholder waived any breach of the Current Ratio covenant from qualifying as a Triggering Event through January 1, 2027.

If a Triggering Event occurs the Series F Preferred Stockholder is entitled to receive, on a cumulative basis, whether or not authorized or declared and whether or not the Company has assets legally available therefor, dividends (in addition to the Series F Preferred Stock Stated Dividend Rate) on each share of Series F Preferred Stock (the “Trigger Dividends”) at a rate per annum equal to 22% less the current Series F Preferred Stock Stated Dividend Rate on the amount equal to the sum of (a) the Stated Value plus (b) all accrued and unpaid dividends on such share of Series F Preferred Stock. The Trigger Dividends will accrue daily and compound quarterly from, and including, the date of such Triggering Event, but excluding, the date such Triggering Event is cured and all outstanding Trigger Dividends have been paid. Pursuant to the Series F Preferred Stock Certificate of Designation, the Company has the option to pay the Trigger Dividends in shares of Common Stock.

Series F Preferred Stock Amendments and Letter Agreements

On March 25, 2026, the Company entered into the First Series F Preferred Stock Warrant Amendment, which, among other things, extended the issuance date of the Series F Preferred Stock Anniversary Warrants from March 26, 2026 to April 7, 2026. Pursuant to the First Series F Preferred Stock Warrant Amendment, the Company agreed to pay the Series F Preferred Stockholder a $3.0 million extension fee, which was waived by the Series F Preferred Stockholder on April 8, 2026.

On April 6, 2026, the Company entered into the Second Series F Preferred Stock Warrant Amendment, which among other things, amended and restated the First Series F Preferred Stock Warrant Amendment to extend the issuance date of the Series F Preferred Stock Anniversary Warrants from April 7, 2026 to April 9, 2026.

On April 8, 2026, the Company entered into the First Series F Preferred Stock Letter Agreement, pursuant to which, among other things, the Company repurchased 13,727 shares of Series F Preferred Stock from the Series F Preferred Stockholder for the Series F Preferred Stock Repurchase Price, the cash portion of which was $19.0 million. Additionally, pursuant to the First Series F Preferred Stock Letter Agreement, the Company issued the Series F Preferred Stockholder a warrant to purchase 4,000,000 shares of Common Stock at an exercise price of $0.01 per share (the “First Series F Preferred Stock Penny Warrants”), and agreed that, if on July 8, 2026, which date was subsequently extended to August 7, 2026 and then further extended to August 31, 2026 (refer to Note 18 – Subsequent Events for a discussion of the extensions of the Series F Preferred Stock Anniversary Warrant Issuance Date which occurred subsequent to June 30, 2026), for any reason, the Series F Preferred Stock Anniversary Warrants have not been issued to the Series F Preferred Stockholder, the Company will issue a warrant to purchase 3,000,000 shares of Common Stock at an exercise price of $0.01 per share (the “Second Series F Preferred Stock Penny Warrants”) (collectively, with the First Series F Preferred Stock Penny Warrants, the “Series F Preferred Stock Penny Warrants”). Further, pursuant to the First Series F Preferred Stock Letter Agreement, upon the Series F Preferred Stockholder’s receipt of the Series F Preferred Stock Repurchase Price and the issuance of the First Series F Preferred Stock Penny Warrants, the Series F Preferred Stockholder waived the Company’s obligation to pay the $3.0 million extension fee.

Additionally, the First Series F Preferred Stock Letter Agreement amended the definition of the Market Stock Payment Price used in calculating the Alterative Conversion Rate to be based upon the average of the two lowest daily volume-weighted average per share trading prices of the Company’s Common Stock during any five consecutive trading-day period that occurred within the 35 trading-day period ending on the date of such calculation (in lieu of the five trading-day period previously set forth in the Series F Preferred Stock Certificate of Designation). The parties further agreed that the Cash Sweep Amount set forth in the Series F Preferred Stock Certificate of Designation shall mean (a) with respect to any Cash Sweep Financing (as defined in the Series F Preferred Stock Certificate of Designation), 50% of the net proceeds from such financing and (b) with respect to any Distributable Free Cash Flow Action (as defined in the Series F Preferred Stock Certificate of Designation), 25% of the amount of such dividend, distribution, prepayment, or investment, as applicable. The Company may request to settle the Cash Sweep Amount in Common Shares.

On June 10, 2026, the Company entered into the Second Series F Preferred Stock Letter Agreement. Pursuant to the Second Series F Preferred Stock Letter Agreement, among other things, the parties further extended the issuance date of the Series F Preferred Stock Anniversary Warrants to August 7, 2026, which date was subsequently extended to August 31, 2026 (refer to Note 18 – Subsequent Events for a discussion of the extensions of the Series F Preferred Stock Anniversary Warrant Issuance Date which occurred subsequent to June 30, 2026), and reduced the number of Common Stock shares issuable upon exercise of the Series F Preferred Stock Anniversary Warrants to a number of shares equal to the quotient of (i) 65% of the Stated Value of all Series F Preferred Stock held on the Series F Preferred Stock Anniversary Warrant Issuance Date, divided by (ii) the average of the 10 daily volume-weighted average per share trading prices of the Common Stock during the 10 trading-days prior to the Series F Preferred Stock Anniversary Warrant Issuance Date.

Additionally, pursuant to the Second Series F Preferred Stock Letter Agreement, the Company issued the Incremental Share Rights to the Series F Preferred Stockholder, which allow the Series F Preferred Stockholder to convert any remaining shares of Series F Preferred Stock into an incremental amount of additional shares of the Company’s Common Stock in an aggregate amount not to exceed 21,156,339 shares of Common Stock. The Incremental Share Rights can be converted at any time and at any price. While the Series F Preferred Stock are outstanding, the Incremental Share Rights can be converted at any time and at any price. After full conversion or redemption of the Series F Preferred Stock, any Incremental Share Rights can only be converted at and above the Nasdaq minimum floor price of $1.15.

Remeasurement of Series F Preferred Stock

The following table presents the components of Series F Preferred Stock declared dividends, Series F Preferred Stock undeclared dividends, and the remeasurement of Series F Preferred Stock reflected on the accompanying condensed consolidated statements of operations for the periods indicated:

	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
	(In thousands)
Series F Preferred Stock declared dividends
Conversions of Series F Preferred Stock	$	(71	)	$	—		$	(254	)	$	—
Dividend payments		(2,527	)		(3,289	)		(6,014	)		(3,289	)
Series F Preferred Stock declared dividends	$	(2,598	)	$	(3,289	)	$	(6,268	)	$	(3,289	)

Series F Preferred Stock undeclared dividends
Prior period undeclared dividend declared in current period	$	966		$	—		$	966		$	—
Adjustment to maximum redemption value at end of period		(780	)		(1,402	)		(1,746	)		(1,647	)
Series F Preferred Stock undeclared dividends	$	186		$	(1,402	)	$	(780	)	$	(1,647	)

Remeasurement of Series F Preferred Stock
Conversions of Series F Preferred Stock	$	(785	)	$	(350	)	$	(3,674	)	$	(975	)
Adjustment to maximum redemption value for the redemption of Series F Preferred Stock		(46,941	)		—			(46,941	)		—
Fair value adjustment for Series F Preferred Stock embedded derivative at redemption		(7,396	)		—			(7,396	)		—
Fair value adjustment for Series F Preferred Stock Anniversary Warrants at redemption		51,324			—			51,324			—
Adjustment to maximum redemption value at end of period		90,987			17,861			76,787			(72,126	)
Remeasurement of Series F Preferred Stock	$	87,189		$	17,511		$	70,101		$	(73,101	)

First Series F Preferred Stock Letter Agreement

The Company accounted for the changes set forth in the First Series F Preferred Stock Letter Agreement as a modification. Additionally, the Company determined that the partial redemption of the Series F Preferred Stock pursuant to the First Series F Preferred Stock Letter Agreement should be aggregated and treated as a single transaction with the modification. Accordingly, pursuant to ASC 480, the Company adjusted the Series F Preferred Stock to reflect its maximum redemption value immediately prior to and following the First Series F Preferred Stock Letter Agreement, resulting in a loss on remeasurement of Series F Preferred Stock of $46.9 million. To account for the partial redemption of the Series F Preferred Stock, the Company increased the fair value of the Series F Preferred Stock embedded derivative, resulting in a deemed dividend of $7.4 million, and decreased the fair value of the Series F Preferred Stock Anniversary Warrant liability, resulting in a deemed dividend of $51.3 million, both of which are presented as components of the remeasurement of Series F Preferred Stock line item on the condensed consolidated statements of operations for the three and six months ended June 30, 2026.

Recurring Remeasurement of Series F Preferred Stock

As of June 30, 2026, in accordance with ASC 480, the Company adjusted the Series F Preferred Stock to reflect its maximum redemption value of $43.2 million, resulting in a remeasurement of Series F Preferred Stock of $91.0 million and $76.8 million, which is presented in the remeasurement of Series F Preferred Stock line item on the condensed consolidated statements of operations for the three and six months ended June 30, 2026, respectively. Additionally, at each conversion, the Company reduces the balance of the Series F Preferred Stock by the carrying value of the converted shares, which, as of June 30, 2026, has resulted in a decrease of $3.7 million from December 31, 2025.