Equity

12 Months Ended

Dec. 31, 2025

Note 11 — Equity

Class A Common Stock

Equity Based Compensation

Overview

The Company has a Long-Term Incentive Plan (“LTIP”) for executives, employees, consultants and non-employee directors, under which awards can be granted in the form of stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), restricted cash units (“RCUs”), performance-based restricted stock units (“PSUs”), dividend equivalents, other stock-based awards, cash awards and substitute awards. Subject to adjustment in accordance with the terms of the LTIP, 4,850,000 shares of Class A Common Stock have been reserved for issuance pursuant to awards under the LTIP. Class A Common Stock withheld to satisfy exercise prices or tax withholding obligations will be

available for delivery pursuant to other awards. The LTIP will be administered by the Board of Directors or an alternative committee appointed by the Board of Directors.

RSAs

The Company has granted RSAs, which generally vest in three equal annual installments beginning on the first anniversary date of the grant. The aggregate fair value of RSAs granted during the year ended December 31, 2024 was $3.9 million. No RSAs were granted during the year ended December 31, 2025. As of December 31, 2025, there was an aggregate of $1.6 million of unrecognized expense related to RSAs issued, which is expected to be recognized over a weighted average period of 0.9 years.

The following table summarizes the unvested activity for RSAs during the years ended December 31, 2025 and 2024:


	Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Vesting Period
Unvested at January 1, 2024	616,222
Granted	379,367	$	10.33	2.6 years
Forfeited	(14,058)
Vested	(307,405)
Unvested at December 31, 2024	674,126	$	10.48	1.6 years

Forfeited	(35,942)
Vested	(319,414)
Unvested at December 31, 2025	318,770	$	10.53	0.9 years

RSUs

The Company has granted RSUs to certain non-employee directors, which cliff vest on the first anniversary date of the grant. The aggregate fair value of RSUs granted during the years ended December 31, 2025 and 2024 was $4.7 million and $0.5 million, respectively. As of December 31, 2025, there was an aggregate of $3.2 million of unrecognized expense related to issued which, is expected to be recognized over a weighted average period of 1.8 years.

The following table summarizes the unvested activity for RSUs during the years ended December 31, 2025 and 2024:


	Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Vesting Period
Unvested at January 1, 2024	—
Granted	47,291	$	11.18	0.6 years
Forfeited	(6,262)

Unvested at December 31, 2024	41,029	$	10.48	1.6 years
Granted	284,468	$	16.44	1.9 years
Forfeited	(10,531)
Vested	(41,029)
Unvested at December 31, 2025	273,937	$	16.55	1.9 years

RCUs

The Company has granted RCUs to certain non-employee directors, which cliff vest on the first anniversary date of the grant. During the year ended December 31, 2025, the Company granted approximately 12,900. RCUs, which are cash-settled with the value of each vested RCU equal to the closing price per share of our Common Stock on the vesting date. The Company determined that RCUs are in-substance liabilities accounted for as liability instruments in accordance with ASC 718, Compensation—Stock Compensation, due to this cash settlement feature. RCUs are remeasured based on the closing price per share of the Company’s Common Stock at the end of each reporting period. As of December 31, 2025, the liability associated with unvested RCUs was $0.1 million, which is included in Accrued expenses in the Consolidated Balance Sheets.

PSUs

The Company has granted performance awards to certain key employees, in the form of PSUs, which are earned based on the achievement of certain market factors and performance targets at the discretion of the Board of Directors. The PSUs are subject to a three-year measurement period during which the number of Class A Common Stock to be issued in settlement of the PSUs remains uncertain until the end of the measurement period and will generally cliff vest based on the level of achievement with respect to the applicable performance criteria. Subsequent to such measurement period, the vesting of PSUs is subject to certification by the Board of Directors. As defined in the respective PSU agreements, the performance criteria applicable to these awards is relative and absolute total stockholder return (“TSR”). Achievement with respect to the relative TSR criteria is determined by the Company’s TSR compared to the TSR of the defined peer group during the measurement period. Achievement with respect to the absolute TSR criteria is based on a measurement of the Company’s stock price growth during the measurement period.

The PSUs that were granted during the years ended December 31, 2025 and 2024 will cliff vest, subject to the achievement of applicable performance criteria and certification by the Board of Directors, on December 31, 2027 and December 31, 2026, respectively. As of December 31, 2025, there was an aggregate of $2.7 million of unrecognized compensation cost related to PSUs.

The following table summarizes the unvested activity for PSUs during the years ended December 31, 2025 and 2024:


	Relative				Absolute
	Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Vesting Period	Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Vesting Period
Unvested at January 1, 2024	177,221				177,222
Granted	139,607	$	11.48		151,305	$	9.68

Vested	(105,280)				(116,978)
Unvested at December 31, 2024	211,548	$	13.03	1.3 years	211,549	$	11.86	1.3 years
Granted	71,564	$	22.05	2.0 years	73,898	$	17.80	2.0 years

Vested	(39,432)				(41,765)
Unvested at December 31, 2025	243,680	$	16.36	1.0 year	243,682	$	13.52	1.0 year

Share Repurchases

On March 7, 2023, the Company announced a share repurchase program allowing the Company to purchase Class A Common Stock held by non-affiliates, not to exceed $35.0 million in aggregate value. On March 4, 2024, the Company announced that its Board of Directors approved additional share repurchases of $50.0 million, bringing the total share repurchase program authorization to $85.0 million in aggregate value. Share repurchases may take place in any transaction form as allowable by the Securities and Exchange Commission. Approval of the program by the Board of Directors of the Company is valid for 36 months after the approval date, allowing the Company to utilize the expanded $50 million of approved capacity through March 4, 2027.

During the years ended December 31, 2025 and 2024, the Company repurchased 994,400 and 1,520,300, respectively, of the Company’s Class A Common Stock for an aggregate $12.3 million and $15.5 million, net of tax on the open market. Since the inception of the repurchase plan announced on March 7, 2023, an accumulated 4,320,200 shares of Class A Common Stock were purchased for a total of $47.1 million, net of tax as of December 31, 2025. The Company has accrued stock repurchase excise tax of $0.1 million for the year ended December 31, 2025.

Dividends

In 2023, the Board of Directors approved the initiation of a quarterly dividend of $0.05 per share. The Company increased the quarterly dividend to $0.06 per share in 2025. The Company paid dividend distributions totaling $5.5 million and $4.5 million to stockholders in the years ended December 31, 2025 and 2024, respectively. The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.