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Unit-Based Compensation
12 Months Ended
Jul. 31, 2025
Unit-Based Compensation.  
Unit-Based Compensation

Q. Unit-Based Compensation

Non-employee Director Phantom Unit Plan

The Board adopted the Phantom Plan in June 2025. Under the terms of the Phantom Plan, the Board’s Compensation Committee may grant Phantom Unit awards annually to non-employee Directors for the right to receive cash compensation, once vested, equal to the fair market value of the Company’s Class A Units, subject to any maximum payment value the Compensation Committee may set. An aggregate 89,103 Phantom Units were granted in July 2025 (the “2025 grants”) coincident with the adoption of the Phantom Plan. The 2025 grants will vest on September 25, 2025, and once vested, will be paid on the first to occur of (i) termination of service without cause, (ii) a change of control, or (iii) the third anniversary of the grant date. The 2025 grants are subject to an aggregate maximum payment value of $2.6 million.

The fair value of each grant is estimated on each balance sheet date using the average closing price of one Class A Unit for the ten trading days preceding the applicable measurement date as quoted on the OTC market.

Any subsequent grants will vest 100% on the first anniversary of the grant date or upon the grantee’s death (if  before). Once vested, awards will be paid as noted above. In the event a grantee terminates his or her services as a director, unvested awards will be forfeited. In the event a grantee’s services terminate for cause, both vested and unvested awards will be forfeited.

During fiscal 2025, we recognized non-cash compensation expense of $0.4 million for the 2025 grants in accordance with FASB ASC Topic 718, Compensation – Stock Compensation. As of July 31, 2025, there were 89,103 Phantom Units outstanding, which were all unvested. The 2025 grants have a weighted-average remaining contractual term of 0.2 years. At July 31, 2025, the 2025 grants have a fair value of $1.2 million based on the $12.99 Class A Unit fair value as calculated above per the Phantom Plan.