Temporary Equity, Equity and Dividends

6 Months Ended

Jun. 30, 2025

Temporary Equity, Equity and Dividends

Note 16. Temporary Equity, Equity and Dividends

Series A Senior Preferred Shares

The Series A Senior Preferred Shares are convertible into common stock and were issued at an initial conversion price of $73.00 per share, which is subject to customary anti-dilution adjustment provisions. The conversion price is $71.58 per share as of June 30, 2025. The Series A Senior Preferred Shares carry a 5.5% preferred dividend, which is payable quarterly, in cash or in shares at the Company's option, and are entitled to participate on an as-converted basis in the Company's regular quarterly common share dividends, subject to a $0.27 per share per quarter floor.

On the fourth anniversary of the issuance date of February 1, 2023, holders will have the right to increase the preferred dividend to 7.50%, and on the ninth anniversary of the issuance date, holders will have the right to increase the preferred dividend to a fixed percentage equal to the greater of (a) 600 bps over the daily simple SOFR as then in effect and (b) 10.50%, subject, in each case, to the Company’s right to redeem the Series A Senior Preferred Shares for which a dividend rate increase has been demanded.

Upon consummation of one or more specified change of control transactions, the holders will have the right to require the Company to repurchase the Series A Senior Preferred Shares in cash provided, however, that each holder, at its option, may elect instead to convert its Series A Senior Preferred Shares into the applicable change of control consideration. In addition, the Company has the right to redeem the Series A Senior Preferred Shares in the event of a change of control transaction where the successor entity is not traded on certain eligible markets. The possible future redemption of the Series A Senior Preferred Shares as a result of a change in control has been assessed as not probable at June 30, 2025.

Holders of the Series A Senior Preferred Shares are entitled to vote together with the common stock on an as-converted basis on all matters permitted by applicable law, subject to certain exceptions to enable compliance with applicable antitrust law. The Series A Senior Preferred Shares rank, with respect to rights as to dividends, distributions, redemptions and payments upon the liquidation, dissolution and winding up of the Company, (a) senior to all of the junior preferred stock, common stock and any other class or series of capital shares of the Company, issued or authorized after the Series A Senior Preferred Shares issuance date, the terms of which do not expressly provide that such class or series ranks senior to or on a parity with the Series A Senior Preferred Shares, (b) on a parity basis with each other class or series of capital shares issued or authorized after the Series A Senior Preferred Shares issuance date, the terms of which expressly provide that such class or series ranks on a parity basis with the Series A Senior Preferred Shares, and (c) junior with each other class or series of capital shares issued or authorized after the Series A Senior Preferred Shares issuance date, the terms of which expressly provide that such class or series ranks on a senior basis to the Series A Senior Preferred Shares.

During the three and six months ended June 30, 2025, holders of the Series A Senior Preferred Shares were entitled to preferred dividends of $6.7 million and $13.4 million, respectively (three and six months ended June 30, 2024 - $6.7 million and $13.4 million, respectively) and participating dividends of $1.9 million and $3.8 million, respectively (three and six months ended June 30, 2024 - $1.8 million and $3.6 million, respectively).

Redeemable Non-controlling Interest

Redeemable non-controlling interest relates to a put/call agreement with one of the minority unitholders of VeriTread under which the holder can put its remaining 21% interest in VeriTread to the Company if certain performance targets are met. At June 30, 2025 the Company assessed that redemption of the redeemable non-controlling interest remains probable and that there has been no material change to the estimated redemption value.

The Company has separately recognized a 4% non-controlling interest in VeriTread within stockholders' equity as that interest is not redeemable.

Common Stock Dividends


	Declaration date	Dividend per share		Record date	Total dividends		Payment date
Six months ended June 30, 2025:
Fourth quarter 2024	January 17, 2025	$	0.29	February 14, 2025	$	53.5	March 3, 2025
First quarter 2025	May 6, 2025	$	0.29	May 29, 2025	$	53.8	June 20, 2025

Six months ended June 30, 2024:
Fourth quarter 2023	January 19, 2024	$	0.27	February 9, 2024	$	49.3	March 1, 2024
First quarter 2024	May 8, 2024	$	0.27	May 29, 2024	$	49.6	June 20, 2024

Subsequent to June 30, 2025, the Company’s Board of Directors declared a quarterly dividend of $0.31 per common share, payable on September 18, 2025 to common stockholders of record on August 28, 2025.

Foreign Currency Translation Adjustment

Foreign currency translation adjustment, a component of other comprehensive income (loss), includes the following:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Gains (losses) on intercompany foreign currency transactions of a long-term investment nature	$	8.6	$	(1.8)	$	11.7	$	(6.1)