Debt, net of unamortized deferred financing cost

9 Months Ended

Sep. 30, 2025

Debt Disclosure [Abstract]

Debt, net of unamortized deferred financing cost

Debt, net of unamortized deferred financing cost

The following table summarizes outstanding debt obligations of the Company as of September 30, 2025 and December 31, 2024:

	As of September 30, 2025						As of December 31, 2024
(Dollars in Thousands)	Debt Outstanding		Net Carrying Value (1)		Fair Value (2)		Debt Outstanding		Net Carrying Value(1)		Fair Value (2)
Kontora Credit Facility
Term Loan	$	586	$	586	$	586	—		—		—
Total Debt	$	586	$	586	$	586	$	—	$	—	$	—

(1) Represents debt outstanding net of unamortized debt issuance costs.

(2) The fair value of the Term Loan approximates carrying value as of September 30, 2025.

Kontora Credit Facility

On April 30, 2025 the Company acquired Kontora. See Note 4 (Business Combinations and Divestitures). At the acquisition date, Kontora had a term loan with HypoVereinsbank with an outstanding principal amount of $0.6 million. The term loan is repayable in fixed quarterly installments of $0.1 million plus interest, with the final payment due on June 30, 2027. The term loan bears interest at 6.7% per annum which is payable quarterly. Throughout the period of the loan Kontora Family Office GmbH, as a standalone entity, is required to maintain economic equity of the higher of $1.8 million or 30% of the total assets of this standalone entity.

Contractual maturities of the term loan as of September 30, 2025, are set out in the table below:

(Dollars in Thousands)	Aggregate Maturities
2025	$	84
2026	$	337
2027	$	165
2028	$	—
2029	$	—
Total	$	586

Allianz Tranche Right

The Company issued the Allianz Tranche Right in which Allianz, at their option, can purchase up to a total of 50,000 additional shares of Series A Preferred Stock at $1,000 per share. See Note 1 (Description of the Business) for details. On May 13, 2025, Allianz exercised the Allianz Tranche Right to purchase an additional 18,471 shares of Series A Preferred Stock at the stated price for $18.5 million. As of September 30, 2025 and December 31, 2024, the Allianz Tranche Right of $1.7 million and $3.9 million, respectively, is classified as a liability in accordance with ASC 480, Liabilities, and is recorded in the line item Preferred stock tranche liability on the Company’s Condensed Consolidated Statement of Financial Position. For the three and nine months ended September 30, 2025, the change in fair value of the Allianz Tranche Right is $0.5 million and $2.3 million, respectively, which is recorded in the line item Gain (loss) on preferred stock liability in the Condensed Consolidated Statement of Operations.

Credit Agreement

On January 3, 2023, the Company entered into a credit agreement (the “Credit Agreement”) with BMO Harris Bank N.A., as administrative agent, for a senior secured credit facility (the “BMO Credit Facility”) in an aggregate principal amount of $250.0 million, consisting of term loan commitments for an aggregate principal amount of $100.0 million (the “Term Loans”) and a revolving credit facility with commitments for an aggregate commitment amount of $150.0 million (the “Revolving Credit Facility”), with an accordion option to increase the revolving commitments an additional $75.0 million to $225.0 million total. Subsequent to entering into the Credit Agreement and prior to the pay down of its debt in its entirety (see discussion below), the Company entered into multiple amendments during 2023 and 2024, which included a reduction of the aggregate commitment amount under the Revolving Credit Facility from $150.0 million to $110.0 million.

The Term Loans and Revolving Credit Facility bore interest at a rate per annum equal to, at the Company’s option, either (i) SOFR plus a margin based on the Company’s Total Leverage Ratio (as defined in the Credit Agreement) or (ii) the Base Rate (as defined in the Credit Agreement) plus a margin based on the Company’s Total Leverage Ratio. The margin ranged between 1.0% and 2.0% for base rate loans and between 2.0%

and 3.0% for SOFR loans. The Company paid a commitment fee based on the average daily unused portion of the commitments under the Revolving Credit Facility, a letter of credit fee equal to the margin then in effect with respect to the SOFR loans under the Revolving Credit Facility, a fronting fee and any customary documentary and processing charges for any letter of credit issued under the Credit Agreement. The Term Loan was subject to quarterly amortization payments and matured on December 31, 2024. The Revolving Credit Facility terminated on December 31, 2024. As security for the Term Loans and Revolving Credit Facility, the borrower and the guarantors thereunder pledged substantially all of their assets, subject to agreed-upon exclusions. The guarantor group consisted of the Company’s U.S. and non-U.S. subsidiaries, subject to an agreed-upon materiality threshold.

On December 19, 2024, the Company paid off its debt outstanding in the amount of $133.4 million related to the BMO Credit Facility, with the proceeds raised from the Allianz Transaction and the Constellation Transaction (see Note 1 (Description of the Business)). This debt was due to terminate on December 31, 2024. The Company recognized a write-off of the deferred issuance costs related to the extinguishment of this debt in the amount of $4.5 million, which was recorded in the line Interest expense in the Condensed Consolidated Statement of Operations during the year ended December 31, 2024.