Subsequent Events

9 Months Ended

Sep. 30, 2025

Subsequent Events [Abstract]

Subsequent Events

Note 17 — Subsequent Events

On November 7, 2025 (the “Acquisition Date”), the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with American Well Holdings, LLC to acquire 100% of the ownership interests of American Well Intermediate Holdings, LLC, the sole owner of 100% of the ownership interests of American Well Services, LLC (the “AWS Acquisition”), which operates a fleet of high specification rigs and complimentary supporting equipment primarily within the Permian Basin. The estimated purchase price was approximately $90.5 million, subject to certain adjustments set forth in the Purchase Agreement, and includes $60.5 million in cash and 1,998,401 shares of Class A Common Stock. Pursuant to the Purchase Agreement, American Well Holdings, LLC will also be eligible to receive a $5 million contingent earnout payment based on the performance of the AWS Acquisition during the twelve months following the Acquisition Date. The cash portion was funded through borrowings under the Company’s Wells Fargo Revolving Credit Facility and available cash on hand. The results of operations for the acquisition will be included in the Company’s Condensed Consolidated Financial Statements from the Acquisition Date. The AWS Acquisition is expected to be accounted for as a business combination under the acquisition method in accordance with ASC 805. The initial accounting for the AWS Acquisition has not yet been completed.

On November 10, 2025, the Board of Directors declared a quarterly cash dividend of $0.06 per share payable December 5, 2025 to common stockholders of record at the close of business on November 21, 2025. The amount and timing of all future dividend payments, if any, are subject to the discretion of the Board of Directors and will depend upon business conditions, results of operations, financial condition, terms of our debt agreements and other factors. There can be no assurance that we will pay a dividend in the future.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements are issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.