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Equity-Based Compensation
 12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Equity-Based Compensation Equity-Based Compensation
Pre-IPO Incentive Plan
Prior to the IPO, certain employees and directors were granted profits interests units ("PI Units") in Black Rock OpCo which generally vested immediately upon a sale of the Company or an IPO. In connection with the Transactions, all outstanding PI Units were converted into LLC Units of Black Rock OpCo. The Company evaluated the conversion and exchange of PI Units as part of the Transactions and concluded the conversion and exchange was not a modification of the original PI Unit. Accordingly, the Company recognized equity-based compensation using the grant date fair value as measured on the original grant date of the PI Units which was determined to be immaterial. The unrecognized equity-based compensation for the restricted LLC Units still subject to time-based vesting requirements is immaterial.
2025 Incentive Award Plan
In September 2025, the Company's Board of Directors adopted the 2025 Incentive Award Plan (the "2025 Plan"), and the shareholders approved the 2025 Plan, effective in connection with the Company's IPO. The 2025 Plan provides for potential grants of the following awards with respect to shares of the Company's Class A common stock: (i) incentive stock options ("ISOs") qualified as such under U.S. federal income tax laws; (ii) non-qualified stock options ("NSOs"); (iii) stock appreciation rights; (iv) restricted stock awards; (v) dividend equivalents; (vi) RSUs; and (vii) other stock or cash-based awards as determined by the Board, the compensation committee of the Board or any properly delegated subcommittee.
The initial maximum aggregate number of shares of the Company's Class A common stock that may be issued pursuant to awards under the 2025 Plan shall not exceed 4,354,880 shares. In addition, the number of shares of our Class A common stock available for issuance under the 2025 Plan will be subject to an annual increase on the first day of each calendar year beginning on and including January 1, 2026 and ending on and including January 1, 2035, equal to (i) 3% of the aggregate number of shares of Class A common stock, Class B common stock and Class C common stock outstanding on the final day of the immediately preceding calendar year or (ii) such smaller number of shares of our Class A common stock as is determined by the Board. The maximum number of shares of the Company's Class A common stock that may be issued pursuant to the exercise of ISOs granted under the 2025 Plan is 10 million.
As of December 31, 2025, the Company had equity-based compensation awards outstanding consisting of RSUs and stock options.
Stock Options
In connection with the IPO, the Company granted employees stock options under the 2025 Plan to purchase shares of Class A common stock at an exercise price equal to the IPO price. The stock options will vest on September 15, 2028, subject to continued service through such date, which is the third anniversary of the date of the closing of the IPO. In addition, 381,097 stock options awarded to our Chief Executive Officer ("CEO") provide for accelerated vesting upon a qualified retirement event.
The following table summarizes the stock option activity for the year ended December 31, 2025:
Stock Options OutstandingWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (in years)Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2024— 
Granted647,862 $20.00 
Forfeited or cancelled— 
Outstanding as of December 31, 2025647,862 $20.00 9.7$1,458 
As of December 31, 2025, no options were vested or exercisable. The total unrecognized equity-based compensation related to the stock options was approximately $5.7 million which is expected to be recognized over a weighted-average period of 2.5 years.
The grant date fair value of the stock options was determined using the Black-Scholes model with the following assumptions:
Dividend yield(1)
None
Volatility(2)
48.3%
Risk-free interest rate(3)
4.03%
Expected term (years)(4)
5.5
Weighted-average grant date fair value per share$9.84
(1) The Company utilized a dividend yield of zero, as it had no history or plan of declaring dividends on its common stock in the foreseeable future.
(2) Volatility was based on a group of industry peers with sufficient history.
(3) The risk-free interest rate is based on the implied yield currently available on U.S. Treasury issues with terms approximately equal to the expected life of the options.
(4) Because the Company does not yet have sufficient historical exercise data to provide a reasonable basis for estimating future exercise patterns, the expected term was based on an analysis of exercise behavior of peer companies and management's judgment.
RSUs
The Company has granted RSUs to employees and directors under the 2025 Plan. RSUs represent the right to receive shares of the Company's Class A common stock at a specified future date. RSUs under the 2025 Plan are generally subject to a service condition. The service condition for employees is generally satisfied over 4 years, whereby 25% of the RSUs vest on each annual anniversary of the closing the Company's IPO, subject to continued service through the applicable vesting date. The service condition for directors is generally satisfied on the date of the annual meeting of shareholders to be held in 2026, or, if earlier, the first anniversary of the closing of the IPO, subject to continued service through the applicable vesting date. In addition, 187,500 RSUs awarded to our CEO provide for accelerated vesting upon a qualified retirement event. The unrecognized equity-based compensation expense related to the RSUs will be recognized over the remaining requisite service period, using the straight-line attribution method.
The activity for RSUs for the year ended December 31, 2025 was as follows:
Number of RSUsWeighted-Average Grant Date Fair Value
Nonvested at December 31, 2024— 
Granted341,246 $20.00 
Forfeited or cancelled— 
Nonvested at December 31, 2025341,246 $20.00 
As of December 31, 2025, unrecognized compensation cost related to RSUs, was approximately $6.1 million, which is expected to be recognized over a weighted-average period of 2.7 years.
Equity-Based Compensation
Year Ended December 31,
(in thousands)202520242023
Selling, general and administrative expenses$2,081 $— $— 
As of December 31, 2025, total unrecognized equity-based compensation related to unvested stock awards will be recognized as follows for the periods presented:
(in thousands)
2026$4,676 
20274,362 
20282,254 
2029457 
Total unrecognized equity-based compensation$11,749