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Tax Receivable Agreement
6 Months Ended
Jun. 30, 2026
Income Tax Disclosure [Abstract]  
Tax Receivable Agreement Income Taxes
As outlined in the Prospectus, prior to the completion of the IPO, the Company executed the Organizational Transactions, resulting in Parent becoming the sole general partner of LILP, with Parent’s largest asset being a controlling equity interest in LILP. Following the IPO, Parent is required to pay U.S. federal and state income taxes as a corporation on its share of LILP’s taxable income.
For the three and six months ended June 30, 2026, the Company’s effective tax rates were negative 7.1% and negative 8.2%, respectively. These tax rates reflect an estimated annual tax benefit of 17.3% and the impact of recognizing no tax benefit related to a $28.7 million non-recurring charge to pre-tax earnings related to Liquidity Event Shares to be issued following the IPO. The estimated annual tax rate of 17.3% reflects a portion of the
Company’s U.S. pre-tax earnings not being subject to federal or state and local income taxes at the Company level as those earnings will be attributable to the Company’s noncontrolling interests.
For the three and six months ended June 30, 2025, the Company’s effective tax rates were 1.0% and 2.0%, respectively. These tax rates reflect an estimated annual tax rate of 2.0%, which was primarily driven by the Company’s U.S. pre-tax earnings not being subject to U.S. federal income tax due to the privately held partnership structure.
In conjunction with the Organizational Transactions and IPO, LILP common units were exchanged. As a result, Parent, as reflected in the Condensed Consolidated Balance Sheet as of June 30, 2026, recorded deferred tax assets, net of valuation allowances, related to (i) Parent’s investment in LILP and (ii) future tax benefits from payments made to the Tax Receivable Agreement (the “TRA” or “Tax Receivable Agreement”), as defined in the Prospectus.
Tax Receivable Agreement
In connection with the Organizational Transactions and as described in the Prospectus, the Parent entered into the TRA with LILP, certain LILP Partners, and other eligible parties named therein (collectively “the TRA Parties”), which generally provides for payments to be made by Parent to the TRA Parties equaling 85% of the tax benefits, if any, the Parent realizes (or in certain circumstances is deemed to realize) as a result of, or attributable to, (i) increases in the tax basis of assets owned directly or indirectly by LILP or its subsidiaries from, among other things, any redemptions or exchanges of LILP common units, (ii) existing tax basis (including depreciation and amortization deductions arising from such tax basis) in long-lived assets owned directly or indirectly by LILP and its subsidiaries, and (iii) certain other tax benefits (including deductions in respect of imputed interest) related to Parent making payments under the TRA. See the section entitled “Certain Relationships and Related Party Transactions—Tax Receivable Agreement” included in the Prospectus for more information.
In conjunction with the Organizational Transactions and IPO, LILP common units were exchanged. As a result, the Parent recorded a liability of $84.8 million for payments Parent anticipates making pursuant to the TRA. As of June 30, 2026, no payments related to this liability are anticipated within the next 12 months.