LICENSE AND MEDIA RIGHTS

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

LICENSE AND MEDIA RIGHTS

LICENSE AND MEDIA RIGHTS

MLB Promotion Rights Agreement

On October 11, 2022, the Company entered into a Promotional Rights Agreement (the "MLB Promotional Rights Agreement") with MLB Advanced Media L.P., on its own behalf and on behalf of Major League Baseball Properties, Inc., the Office of the Commissioner of Baseball, The MLB Network, LLC and the Major League Baseball Clubs (collectively, the "MLB"), pursuant to which the Company entered into a strategic partnership with MLB to promote the Company’s NSF Certified for Sport® product line. On February 5, 2024, the Company and MLB entered into the First Amendment to the Promotional Rights Agreement ("First Amendment"). The First Amendment extended the agreement through December 31, 2027, with an aggregate rights fee of $23.0 million for the remainder of the term. On May 13, 2025, the Company and MLB entered into a letter agreement (the "PRA Letter Agreement") terminating the MLB Promotional Rights Agreement and waiving the Company's obligation to pay the remaining aggregate rights fee of $18 million for the remainder of the term of the MLB Promotional Rights Agreement.

As consideration under the MLB Promotional Rights Agreement, the Company was committed to pay a combination of cash over the license period, along with upfront non-cash consideration in the form of equity, as well as contingent consideration in the form of contingent payments based on revenue. The consideration was as follows: 4% of the Company’s fully diluted outstanding common shares; $31.5 million in cash consideration from 2022 through 2027, paid in accordance with the payment schedule below; 10% royalty on the Company’s gross revenue from the sale of MLB branded products, after cumulative gross sales of all such branded products exceed $18.0 million.

The PRA Letter Agreement terminated the MLB Promotional Rights Agreement. As a result of the termination, the license and media rights assets as well as the current and non-current payable previously recorded on the consolidated balance sheets were written off. This write-off resulted in the recognition of a gain of $2,326, which is included in Other income (expense), net within the consolidated statements of operations. The gain reflects the net impact of the derecognition of related obligation exceeding the carrying value of the associated assets.

As of December 31, 2024, the carrying value of the licensed properties was $11,691 recorded as a license and media rights asset within the consolidated balance sheets. As of December 31, 2024, the carrying value of the media rights was $3,000 recorded as a prepaid asset and a license and media rights asset within the consolidated balance sheets. The Company recognized $4,897 in amortization expense related to

the license and media rights assets for the year ended December 31, 2024. Licensed properties were amortized straight line and media rights were amortized as incurred. For the year ended December 31, 2024, the Company paid MLB $5,000 as part of the committed cash payments