Stock-based Compensation

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

17.

Stock-based Compensation

On September 30, 2025 and 2024, the Company has two share-based compensation plans and one share-based compensation plan, respectively.

The 2021 Equity Compensation Plan (“The Stock Plan”): The compensation cost that has been charged against income for those plans was $2,956 and $8,970 for the three and nine months ended September 30, 2025, and $260 and $803 for the three and nine months ended September 30, 2024, respectively. The total income tax benefit recognized in the income statement for share-based compensation arrangements was $724 and $2,287 for the three and nine months ended September 30, 2025, and $72 and $205 for the three and nine months ended September 30, 2024.

The Stock Plan permits the awarding of common stock share options to its employees and strategic advisors for up to 16,985,293 shares. The Company believes that such awards better align the interests of its employees with those of its shareholders. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those option awards generally vest based on three- to five-year vesting schedules. The fair value of each option award is estimated on the grant date using a Black-Scholes model. The compensation expense for the shares is recognized over the requisite service period for the employee. There were no options granted during the nine months ended September 30, 2025 and 2024.

As part of the IPO, the Company issued the 2025 Omnibus Incentive Plan (the “2025 Plan”), effective as of June 18, 2025. The principal purpose of the 2025 Plan is to attract, retain and motivate selected employees, consultants and directors through the grant of equity-based and cash-based incentive awards to employees, consultants, service providers and non-employee directors of the Company and its affiliates. The 2025 Plan permits for the awarding of common stock share options and restricted stock units for up to 12.0 million shares. There have been 10.0 thousand restricted shares issued as of September 30, 2025.

A summary of option activity under the employee share option plan as of September 30, 2025 and September 30, 2024, respectively, and changes during the year then ended is presented below:


Options	Shares (in thousands)		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at January 1, 2025		14,828	$	0.84
Granted		—		—
Exercised		674		0.97
Forfeited or expired		61		1.06
Outstanding at March 31, 2025		14,093	$	0.84		7.45	$	136,256
Granted		—		—
Exercised		28		0.00
Forfeited or expired		—		—
Outstanding at June 30, 2025		14,065	$	0.84		7.20	$	289,296
Granted		—		—
Exercised		262		1.38
Forfeited or expired		41		1.38
Outstanding at September 30, 2025		13,762	$	0.83		6.95	$	207,638
Vested or expected to vest at September 30, 2025		10,930	$	0.74		6.85	$	148,262
Exercisable at September 30, 2025		10,930	$	0.74		6.85	$	148,262


Options	Shares (in thousands)		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at January 1, 2024		15,400	$	0.86
Granted		—		—
Exercised		—		—
Forfeited or expired		179		0.73
Outstanding at March 31, 2024		15,221	$	0.86		8.46	$	76,657
Granted		—		—
Exercised		—		—
Forfeited or expired		55		0.67
Outstanding at June 30, 2024		15,166	$	0.86		8.21	$	76,657
Granted		—		—
Exercised		—		—
Forfeited or expired		110		0.73
Outstanding at September 30, 2024		15,056	$	0.86		7.96	$	76,657
Vested or expected to vest at September 30, 2024		7,562	$	0.60		7.06	$	35,649
Exercisable at September 30, 2024		7,562	$	0.60		7.06	$	35,649

A summary of the status of the Company’s nonvested shares as of September 30, 2025 and 2024, and changes during the nine months ended September 30, 2025, is presented below:


Nonvested Shares	Shares (in thousands)		Weighted- Average Grant-Date
Nonvested at January 1, 2024		10,621		0.75
Granted		—		—
Vested		596		0.71
Forfeited or expired		179		0.73
Nonvested at March 31, 2024		9,846		0.75
Granted		—		—
Vested		225		0.80
Forfeited or expired		55		0.67
Nonvested at June 30, 2024		9,566		0.75
Granted		—		—
Vested		941		0.56
Forfeited or expired		110		0.73
Nonvested at September 30, 2024		8,515		0.77
Nonvested at January 1, 2025		4,269		0.73
Granted		—		—
Vested		392		1.19
Forfeited or expired		61		1.06
Nonvested at March 31, 2025		3,816		0.68
Granted		—		—
Vested		192		1.17
Forfeited or expired		—		—
Nonvested at June 30, 2025		3,624		0.66
Granted		—		—
Vested		1,126		0.74
Forfeited or expired		41		1.38
Nonvested at September 30, 2025		2,457		0.61

For the nine months ended September 30, 2025 and 2024, there was $1,254 and $3,604 of total unrecognized compensation cost related to nonvested share-based compensation arrangement granted under the employee share option plan, respectively. The total value of shares vested during the nine months ended September 30, 2025 and 2024 was $833 and $527, respectively.

Included in the tables above are 4.4 million shares of performance-based option shares and 2.2 million shares of performance-based option shares issued by the Company during 2023 and 2021, respectively. These shares vest based upon performance conditions including the date the board approves that the Company has achieved specific revenue and EBITDA targets. During the nine months ended September 30, 2025 and 2024, 5.2 million and 3.3 million shares vested or expected to vest from the performance-based shares based on performance conditions, respectively. The total fair value of the performance shares vested or expected to vest during the months ended September 30, 2025 and 2024 were $3,673 and $2,080, respectively. As of September 30, 2025 and 2024, 1.4 million and 3.3 million of the performance-based options were unvested and had not yet had performance conditions met, with a total value of $1,067 and $2,660, respectively. The Company has recorded compensation expense, included in general and administrative expense in the Consolidated Statements of Operations and additional paid-in capital in the Consolidated Balance Sheets, several of the revenue and EBITDA performance conditions as vested for the nine months ended September 30, 2025 and 2024. The Company believes that it is probable this amount will be paid out, based upon Company performance.

Restricted Stock Awards

From time to time, the Company has granted and may grant restricted stock awards to certain executive officers, other employees and nonemployee directors in connection with their service to the Company. The terms of the Company’s outstanding restricted

stock grant include service conditions. The determination of fair value with respect to the awards containing only service-based conditions is based on the option pricing method of determining the fair value of the Company’s stock on the grant date. Information with respect to the activity of unvested restricted stock awards during the nine months ended September 30, 2025 and September 30, 2024 is as follows:


Nonvested Shares	Shares (in thousands)		Weighted- Average Grant-Date
Nonvested at January 1, 2024		—		—
Granted		—		—
Vested		—		—
Forfeited or expired		—		—
Nonvested at March 31, 2024		—		—
Granted		—		—
Vested		—		—
Forfeited or expired		—		—
Nonvested at June 30, 2024		—		—
Granted		—		—
Vested		—		—
Forfeited or expired		—		—
Nonvested at September 30, 2024		—		—
Nonvested at January 1, 2025		2,127		10.64
Granted		—		—
Vested		6		10.64
Forfeited or expired		—		—
Nonvested at March 31, 2025		2,121		10.64
Granted		—		—
Vested		282		10.64
Forfeited or expired		17		10.64
Nonvested at June 30, 2025		1,822		10.64
Granted		10		14.72
Vested		144		10.64
Forfeited or expired		17		10.64
Nonvested at September 30, 2025		1,671		10.66

The Company recognized compensation expense related to restricted stock, which is included in general and administrative personnel expenses, of $2,696 and $8,167 for the three and nine months ended September 30, 2025, and $0 and $0 for the three and nine months ended September 30, 2024, respectively. At September 30, 2025 and September 30, 2024, there was approximately $13,584 and $0, respectively, of total unrecognized compensation expense related to nonvested restricted stock arrangements. The Company expects to recognize the remaining compensation expense over a weighted-average period of 1.2 years.

The following table summarizes information about deferred tax benefits recognized and tax benefits realized related to stock-based compensation for the nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Deferred tax benefits recognized	$	724	$	72	$	2,287	$	205
Tax benefits realized for vested stock		938		147		1,899		300
Fair value of vested stock		172,481		44,669		172,481		44,669