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Income Taxes
 12 Months Ended
Dec. 31, 2025
Income Tax Disclosure [Abstract]  
Income Taxes

7. Income Taxes

 

Our predecessor, OpCo, is a Delaware limited liability company treated as a partnership for U.S. federal income tax purposes and, therefore, has not been subject to U.S. federal income tax at an entity level. As a result, the consolidated net income in our historical financial statements does not reflect the tax expense we would have incurred if we were subject to U.S. federal income tax at an entity

level during the periods prior to the IPO. Instead, taxable income is allocated to members, including the Company, and, except for Texas franchise tax, any taxable income of OpCo is reported in the respective tax returns of its members.

Income Tax Provision

The components of income tax expense (benefit) are as follows:

 

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Current tax expense

 

 

 

 

 

 

 

 

 

Federal

 

$

3,900

 

 

$

1,693

 

 

$

-

 

State

 

 

1,082

 

 

 

593

 

 

 

370

 

Total current tax expense

 

 

4,982

 

 

 

2,286

 

 

 

370

 

 

 

 

 

 

 

 

 

 

Deferred tax expense (benefit)

 

 

 

 

 

 

 

 

 

Federal

 

 

3,995

 

 

 

(406

)

 

 

-

 

State

 

 

89

 

 

 

(5

)

 

 

-

 

Total deferred tax expense (benefit)

 

 

4,084

 

 

 

(411

)

 

 

-

 

Total income tax expense

 

$

9,066

 

 

$

1,875

 

 

$

370

 

More than 50% of the effect of the state and local income taxes recorded for the years ended December 31, 2025 and December 31, 2024 are attributable to the state of Texas.

Effective Tax Rate

The Company's overall effective tax rate differs from the U.S statutory rate primarily due to the fact that prior to the IPO, OpCo was structured as a partnership for U.S. federal income tax and subsequent to the IPO, the OpCo income (loss) attributable to the noncontrolling interests in OpCo is not subject to U.S. federal income tax at the Company or OpCo.

The reconciliation of income taxes at the federal statutory level to provision for income taxes is as follows:

 

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

 

$

 

 

%

 

 

$

 

 

%

 

 

$

 

 

%

 

U.S. federal statutory income tax rate

 

$

17,108

 

 

 

21.0

%

 

$

(8,317

)

 

 

21.0

%

 

$

13,344

 

 

 

21.0

%

State tax, net of federal benefit

 

 

996

 

 

 

1.2

%

 

 

566

 

 

 

(1.4

%)

 

 

370

 

 

 

0.6

%

Pre-IPO non-taxable loss (income)

 

 

-

 

 

 

0.0

%

 

 

9,794

 

 

 

(24.7

%)

 

 

(13,344

)

 

 

(21.0

%)

Noncontrolling interests

 

 

(8,806

)

 

 

(10.8

%)

 

 

(168

)

 

 

0.4

%

 

 

-

 

 

 

0.0

%

REIT built-in gains tax

 

 

123

 

 

 

0.1

%

 

 

-

 

 

 

0.0

%

 

 

-

 

 

 

0.0

%

Other adjustments

 

 

(355

)

 

 

(0.4

%)

 

 

-

 

 

 

0.0

%

 

 

-

 

 

 

0.0

%

Total effective tax rate

 

$

9,066

 

 

 

11.1

%

 

$

1,875

 

 

 

(4.7

%)

 

$

370

 

 

 

0.6

%

Income Taxes Paid by Jurisdiction

 

The Company’s total cash paid for income taxes, by jurisdiction is as follows:

 

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Federal

 

$

8,027

 

 

$

-

 

 

$

-

 

State

 

 

703

 

 

 

385

 

 

 

213

 

Total income taxes paid

 

$

8,730

 

 

$

385

 

 

$

213

 

 

 

Deferred Tax Assets and Liabilities

The tax effects of temporary differences that give rise to our deferred tax assets and liabilities are as follows:

 

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

Deferred tax assets

 

 

 

 

 

 

Investment in partnership

 

$

82,069

 

 

$

29,188

 

Disallowed interest carryforward

 

 

-

 

 

 

228

 

Total deferred tax assets

 

 

82,069

 

 

 

29,416

 

 

 

 

 

 

 

Deferred tax liabilities

 

 

-

 

 

 

-

 

Valuation allowance

 

 

(1,096

)

 

 

-

 

Net deferred tax assets

 

$

80,973

 

 

$

29,416

 

 

The Company recorded a deferred tax asset on its investment in OpCo due to an increase in tax basis on its investment in OpCo in connection with historical redemptions and exchanges of Class B Shares by members of OpCo for Class A Shares in the Company. As of December 31, 2025, the Company determined it is unlikely to realize all tax benefits associated with the prior tax basis step-up and as a result has recorded a partial valuation allowance of $1.1 million against its deferred tax assets.

 

During the year ended December 31, 2025, members of OpCo redeemed 4.4 million OpCo Units (together with the cancellation of 4.4 million of Class B Shares) for an equivalent amount of Class A Shares and subsequently sold the Class A shares to the public. The Company did not receive any proceeds from the sale of the Class A Shares. The redemption and exchange of these OpCo Units is treated as a taxable purchase by the Company. As a result of the purchases the Company's tax basis in OpCo increased and the Company recorded a deferred tax asset of $55.4 million, net of the partial valuation allowance, as this increase is expected to be recovered through future amortization deductions afforded to the Company. Because the deferred tax asset arose in connection with a transaction between the Company and shareholders, the initial deferred tax asset, as well as the impact of the partial valuation allowance, is recorded in Class A Shares on the consolidated balance sheets. Refer to Note 9 - Shareholders’and Member’s Equity.

 

Additionally, for the year ended December 31, 2024 the Company adjusted its deferred tax assets related to it’s investment in OpCo to reflect the deferred tax asset of $29.4 million generated from the step-up in tax basis associated with the December 2024 Private Placement. Refer to Note 2 - Summary of Significant Accounting Policies.

The Company evaluates uncertain tax positions for recognition and measurement in the financial statements. To recognize a tax position, the Company determines whether it is more likely than not that the tax position will be sustained upon examination. A tax position that meets the more likely than not threshold is measured to determine the amount of benefit to be recognized in the financial statements. As of December 31, 2025 and 2024, the Company has no significant uncertain tax positions.

The Company files income tax returns in the U.S. federal jurisdiction and New Mexico on a separate basis. The Company and OpCo file the Texas Franchise Tax on a consolidated basis. There are currently no federal or state income tax examinations underway for these jurisdictions. The Company's federal and state returns remain open to examination for tax years 2021 through 2024.

 

On July 4, 2025, the OBBBA was signed into law which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. The Company has evaluated the impact of the legislation and has concluded it does not have a material impact on the results of operations.