STOCKHOLDERS’ EQUITY

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

STOCKHOLDERS’ EQUITY

STOCKHOLDERS’ EQUITY

As of December 31, 2025, the total number of shares of all classes of stock for which the Company shall have authority to issue is 400,000,000 shares of Class A common stock, par value of $0.0001 per share and 50,000,000 shares of Class B common stock, par value of $0.0001 per share.

Class A common stock and Class B common stock

The rights of the holders of the Company’s Class A common stock and Class B common stock are identical, except with respect to voting, conversion and transfer rights. Each share of the Company’s Class A common stock is entitled to one vote per share. Each share of the Company’s Class B common stock is entitled to 15 votes per share. Holders of shares of the Company’s Class A common stock and Class B common stock will generally vote together as a single class, unless otherwise required by law or the Company’s Amended and Restated Certificate of Incorporation. Each share of the Company’s Class B common stock is convertible into one share of Class A common stock at any time at the election of the holder and will convert automatically upon any transfer, except for permitted transfers.

Common Stock

During the year ended December 31, 2025, the Company issued 2.0 million shares of its common stock related to capital raises, acquisition consideration, non-cash services acquired and warrants issued. The Company converted 15.3 million shares during the year ended December 31, 2025. During the year ended December 31, 2024, the Company issued 0.9 million shares of its common stock related to the SMI Promissory Note settlement, non-cash services acquired and redemption of noncontrolling interest in SMI.

Class A Preferred Stock

During the year ended December 31, 2025, the Company converted the sole share of Class A Preferred Stock outstanding to Class B common stock upon the Company’s IPO. No shares authorized, issued and outstanding as of December 31, 2025.

Class B Convertible Preferred Stock

During the year ended December 31, 2024, the Company had 3.3 million shares issued and outstanding. During the year ended December 31, 2025, the Company converted all 3.3 million shares of Class B Convertible Preferred stock to Class A common stock upon the Company’s IPO. No shares authorized, issued or outstanding as of December 31, 2025. The table below is a summary of the shares (in thousands, except for shares and average issue price):

(dollars in thousands)	Shares Issued	Carrying Value		Average Issue Price		Liquidation preference
Balance at December 31, 2024	3,285,995	$	132,835	$	37.29	$	146,454
Dividends accrued on Class B Convertible preferred stock	—	3,927		—		3,927
Conversion of Class B Convertible Preferred Stock to Class A common stock	(3,285,995)	(136,762)		(37.29)		(150,381)
Balance at December 31, 2025	—	$	—	$	—	$	—

Class C Preferred Stock

During the year ended December 31, 2024, the Company had 1.5 million shares issued and outstanding. During the year ended December 31, 2025, the Company issued an additional 2.8 million shares. The Company then converted all 4.3 million shares of Class C Preferred Stock to Class A common stock upon its IPO.

The table below is a summary of the shares (in thousands, except for shares and average issue price):

(dollars in thousands)	Shares Issued	Carrying Value		Average Issue Price		Liquidation preference
Balance at December 31, 2024	1,537,818	$	63,464	$	43.82	$	67,387
Issuance of Class C Convertible Preferred Stock, net	2,765,087	110,782		43.82		121,166
Conversion of Class C Convertible Preferred Stock to Class A common stock	(4,302,905)	(174,246)		(43.82)		(188,553)
Balance at December 31, 2025	—	$	—	$	—	$	—

Warrants

During the year ended December 31, 2021, the Company issued 72,467 of warrants convertible into the Company’s common stock at an exercise price of less than $0.01 per share, and all 72,467 warrants were exercised during the year ended December 31, 2025. During the year ended December 31, 2025, the Company also issued 130,334 of warrants convertible into the Company’s Class A Common stock at an exercise price of $29.21 per share.

On March 10, 2023, separately, but concurrently with the issuance of the 2023 Term Note (Note 11, “Debt”), which was extinguished during the year ended December 31, 2024, the Company issued 699,743 of warrants convertible into the Company’s common stock at an exercise price of $26.09 per share to the same bank counterparty as the 2023 Term Note (the “Term Note Holder”). Additionally, on March 29, 2024, in connection with the Amendment 1 to the 2023 Term Note, the Company issued 175,850 warrants convertible into the Company’s common stock at an exercise price of $26.88 per share to the same bank counterparty as the 2023 Term Note. During the year ended December 31, 2024, the Company reclassified the equity to liability warrants related to the 2023 Term Note from additional paid-in capital to accrued expenses and other current liabilities for $2.5 million and recorded an additional expense of $1.5 million into gain (loss) on debt extinguishment based on the fair value of these warrants.

Treasury Stock Repurchase

On November 12, 2025, the Company used approximately $27.7 million of the net proceeds of the offering of the 2030 Convertible Notes to repurchase 1.2 million shares of Class A common stock. The purchase price of the treasury stock was $23.83 per share. Treasury stock repurchases are not included in the weighted-average shares outstanding calculation as they are considered shares issued but not outstanding.