XML 34 R26.htm IDEA: XBRL DOCUMENT
v3.26.1

Stockholders' Equity | 6 Months Ended
--- | ---
Jun. 30, 2026
Equity [Abstract] |
Stockholders' Equity | Note 16. Stockholders' Equity Equity-Based Compensation On July 20, 2021, the Board of Directors approved the Ridgepost, Inc. 2021 Stock Incentive Plan (the "Plan"), which replaced the 2018 Incentive Plan ("2018 Plan"), our previously existing equity compensation plan. The Compensation Committee of the Board of Directors may issue equity-based awards including stock options, stock appreciation rights, restricted stock units, and restricted stock awards. Starting with options granted in 2024 under the Plan, vesting generally occurs on a graded schedule with 25% vesting on each of the second, third, fourth, and fifth anniversaries of the grant date, but only if the grantee is continuously employed by the Company or a subsidiary through each such date. Options granted prior to 2024 under both the Plan and the 2018 Plan cliff vest over a period of four or five year s. The term of each option is no more than ten year s from the date of grant. When the options are exercised, the Board of Directors has the option of issuing shares of common stock or paying a lump sum cash payment on the exercise date equal to the difference between the common stock’s fair market value on the exercise date and the option price. All future awards will be granted under the Plan, and no additional awards will be granted under the 2018 Plan. Awards granted under the 2018 Plan continue to follow the 2018 Plan. The 2018 Plan provided for an initial 6,300,000 shares (adjusted for the reverse stock split). The Plan provided for the issuance of 3,000,000 shares available for grant, in addition to those approved in the 2018 Plan for a total of 9,300,000 shares. Since the inception of the Plan, the shareholders authorized an increase of 20,000,000 shares available under the Plan, resulting in a total of 29,300,000 shares available for grant under the Plan and the 2018 Plan. As of June 30, 2026, there are 4.7 million shares available for grant under the Plan. Stock Repurchase Plan The Board approved a program to repurchase shares of our Class A and Class B common stock (the "Share Repurchase Program"). As of June 30, 2026 and December 31, 2025, the Board has approved $157.0 million for share repurchase under the Share Repurchase Program. These shares may be repurchased from time to time in the open market at prevailing market prices, in privately negotiated transactions, in block trades, in accordance with Rule 10b5-1 trading plans and/or through other legally permissible means. As of June 30, 2026, $142.0 million has been spent to buy back shares under this program and there is $15.0 million remaining for authorized repurchases under this program. Equity-Based Compensation - Stock Options A summary of stock option activity for the six months ended June 30, 2026 is as follows:
|  |  |  |  |  |  |  | Weighted Average |  |  |  |
|  |  |  |  |  |  |  | Contractual Life |  |  | Aggregate |
|  | Number of |  |  | Weighted Average |  |  | Remaining |  |  | Intrinsic Value |
|  | Shares |  |  | Exercise Price |  |  | (in years) |  |  | (whole dollars) |
Outstanding as of December 31, 2025 |  |  | 13,592,636 |  |  | $ | 9.47 |  |  |  | 6.92 |  |  | $ | 16,064,815 |
Granted |  |  | — |  |  |  | — |  |  |  |  |  |  |
Exercised |  |  | (274,868 | ) |  |  | 6.77 |  |  |  |  |  |  |
Expired/Forfeited |  |  | (281,267 | ) |  |  | 10.70 |  |  |  |  |  |  |
Outstanding as of June 30, 2026 |  |  | 13,036,501 |  |  | $ | 9.50 |  |  |  | 6.41 |  |  | $ | 6,943,354 |
Exercisable as of June 30, 2026 |  |  | 3,793,985 |  |  | $ | 6.56 |  |  |  | 4.97 |  |  | $ | 6,943,354 |
Compensation expense equal to the grant date fair value is recognized for these awards over the vesting period and is included in compensation and benefits in the Consolidated Statements of Operations. When stock options are exercised, the awards are generally settled in equity net of employee tax withholdings and strike price. Stock option compensation cost is estimated at the grant date based on the fair-value of the award, which is determined using the Black-Scholes option valuation model and is recognized as expense ratably over the requisite service period of the award, generally five years. The share price used in the Black-Scholes model is based on the trading price of our shares on the public markets. Expected life is based on the vesting period and expiration date of the option. Until October 2023, stock price volatility was estimated based on a group of similar publicly traded companies determined to be most reflective of the expected volatility of the Company due to the nature of operations of these entities. Since October 2023, stock price volatility is estimated using a weighted average of Ridgepost and a group of similar publicly traded companies determined to be most reflective of the expected volatility of the Company due to the nature of operations of these entities. The risk-free rates are based on the U.S. Treasury yield in effect at the time of grant. The dividend yield is based on the quarterly dividend as of the grant date. The stock-based compensation expense for stock options was $1.9 million and $3.9 million for the three and six months ended June 30, 2026, respectively, and $2.7 million and $5.0 million for the three and six months ended June 30, 2025, respectively. The total associated income tax benefit was $0 and $0.9 m illion for the three and six months ended June 30, 2026, respectively, and $2.4 million and $4.8 million for the three and six months ended June 30, 2025, respectively. Unrecognized stock-based compensation expense related to outstanding unvested stock options as of June 30, 2026 was $17.7 million and is expected to be recognized over a weighted average period of 2.0 years. Any future forfeitures will impact this amount. For the three and six months ended June 30, 2026, there were no stock option grants. The weighted average assumptions used in calculating the fair value of stock options granted during the six months ended June 30, 2025 were as follows:
|  | For the Six Months Ended June 30, |
|  | 2025 |
Expected life (in years) |  | 6.75 |
Expected volatility |  |  | 37.50 | %
Risk-free interest rate |  |  | 4.45 | %
Expected dividend yield |  |  | 1.11 | %
Equity-Based Compensation - Restricted Stock Awards ("RSAs") The Company has granted RSAs to certain non-employee directors. Holders of RSAs have no voting rights and accrue dividends until vesting with payment being made once they vest. When RSAs vest, the awards are generally settled in equity. All of the shares currently vest one year from the grant date. Compensation expense equal to the grant date fair value is recognized for these awards over the vesting period and is included in compensation and benefits in the Consolidated Statements of Operations. RSA compensation cost is estimated at the grant date based on the fair value of the award, which is based on the closing market price on the day of grant and is recognized as expense ratably over the requisite service period of the awards. The stock-based compensation expense for RSAs was $0.3 million and $0.6 million for the three and six months ended June 30, 2026, respectively, and $0.2 million and $0.4 million for the three and six months ended June 30, 2025, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations. There w as $1.2 million and $1.2 million of associated income tax benefit for the three and six months ended June 30, 2026, respectively, and $1.0 million and $1.0 million for the three and six months ended June 30, 2025, respectively. Unrecognized stock-based compensation expense related to outstanding unvested RSAs as of June 30, 2026 was $1.2 million and is expected to be recognized over a weighted average period of 1.0 years. Any future forfeitures will impact this amount.
|  | Number of |  |  | Weighted-Average Grant |
|  | RSAs |  |  | Date Fair Value Per RSA |
Outstanding as of December 31, 2025 |  |  | 128,603 |  |  | $ | 9.37 |
Granted |  |  | 147,852 |  |  |  | 8.15 |
Vested |  |  | (128,603 | ) |  |  | 9.37 |
Forfeited |  |  | — |  |  |  | — |
Outstanding as of June 30, 2026 |  |  | 147,852 |  |  | $ | 8.15 |
Equity-Based Compensation - Restricted Stock Units ("RSUs") The Company has granted RSUs to certain employees. Holders of RSUs have no voting rights and generally are not eligible to receive dividends or other distributions paid with respect to any RSUs that have not vested. When RSUs vest, the awards are generally settled in equity net of employee tax withholdings. Compensation expense equal to the grant date fair value is recognized for these awards over the vesting period and is included in compensation and benefits in the Consolidated Statements of Operations. RSU compensation cost is estimated at the grant date based on the fair value of the award, which is based on the closing market price on the day of the grant and is recognized as expense ratably over the requisite service period of the awards. Most RSUs vest one year from the grant date or vest 25% on the second, third, fourth, and fifth anniversaries of the grant date excluding certain executive RSUs, the Bonaccord Units, Additional Bonaccord Units, and Executive Market Units, which are discussed in more detail below. The stock-based compensation expense for RSUs excluding the Bonaccord Units, Additional Bonaccord Units, and Executive Market Units, which are discussed in more detail below, was $4.6 million and $8.4 million for the three and six months ended June 30, 2026, respectively, and $3.7 million and $7.2 million for the three and six months ended June 30, 2025, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations. There was $0.2 million and $7.4 million of associated income tax benefit for the three and six months ended June 30, 2026, respectively, and $0 and $9.1 million for the three and six months ended June 30, 2025, respectively. Unrecognized stock-based compensation expense related to outstanding unvested RSUs as of June 30, 2026 was $22.5 million and is expected to be recognized over a weighted average period of 2.4 years. Any future forfeitures will impact this amount. At the time of the Bonaccord acquisition, the Company entered into a Notice of Restricted Stock Units with certain employees of Bonaccord for grants of Restricted Stock Units ("Bonaccord Units") to be allocated to employees at a later date for meeting certain performance metrics. On August 16, 2022, allocations were finalized pursuant to which an aggregate value of $17.5 million of units may vest at each future achievement of performance metrics. As of June 30, 2025, certain performance metrics have been met and specific employees have earned and been paid $17.5 million in value, of which $6.6 million was settled in shares and $10.9 million was settled in cash. With the vesting in full of the Bonaccord Units, the Company entered into a Cash Bonus and Restricted Stock Unit Agreement ("Bonus and Unit Agreement") with certain employees of Bonaccord for grants of additional RSUs ("Additional Bonaccord Units") and a cash bonus with a total aggregate value of $17.5 million, equaling a maximum of 1,457,119 Additional Bonaccord Units. On May 12, 2025, $14.0 million was allocated to employees which included $2.1 million being settled as a cash bonus and $11.9 million as 994,762 units that would vest upon meeting certain performance metrics. On June 24, 2026, the Company entered into an Amendment to Cash Bonus and Restricted Stock Unit Agreement ("Amended Bonus and Unit Agreement") with the same employees of Bonaccord that (1) accelerated the vesting of 42,733 units, (2) allocated 116,922 of the remaining units to be cash settled upon grant for $0.9 million, and (3) adjusted the performance metrics for the remaining 174,502 units. As of June 30, 2026, 42,070 of the units remain unallocated. The Company evaluates when it is probable that the Additional Bonaccord Units will vest and applies the tranche method to determine the amount of expense to recognize during the period. On May 12, 2025, the Company evaluated that all the Additional Bonaccord Units were probable to be earned. As of June 30, 2026, certain performance metrics have been met and 599,062 units have vested, of which 260,981 units were settled for $0 and $2.8 million in cash for the three and six months ended June 30, 2026, respectively, and 670,908 units remain unvested and outstanding. Expenses of $1.7 million and $3.6 million have been recorded for the three and six months ended June 30, 2026, respectively, and $3.7 million for the three and six months ended June 30, 2025 on the Consolidated Statements of Operations. The income tax benefit associated with the Additional Bonaccord Units was $0 and $2.8 million for the three and six months ended June 30, 2026, respectively, and $2.1 million and $6.1 million for the three and six months ended June 30, 2025, respectively. Unrecognized stock-based compensation expense related to the Bonaccord Units as of June 30, 2026 was $3.7 million and is expected to be recognized over 1.3 years. At the time of Executive Transition, the Company entered into an Employment Agreement with a certain executive, which granted Restricted Stock Units ("Executive Market Units") for meeting a service requirement and achieving certain share price performance hurdles based on the thirty-day VWAP. The executive is entitled to receive RSUs upon the thirty-day VWAP of the Company's common stock reaching certain per share prices at any time prior to the fifth anniversary of the start date. There are five price per share performance hurdles for the executive to meet with each hurdle achievement allowing for the issuance of $8.0 million of units, with the number of shares determined by dividing $8.0 million by the applicable stock price performance hurdle, for a total of up to $40.0 million of units or approximately 2 million shares. The Executive Market Units may not be transferred, sold, pledged, exchanged, assigned, or otherwise encumbered or disposed of by any grantee until they have become vested. The RSUs shall vest ratably on the third, fourth, and fifth anniversaries of the executive's start date, provided that no such units shall vest earlier than the first anniversary of the applicable issuance date of such units. The fair value was determined using a Monte Carlo simulation as of the executive's start date of October 23, 2023, and was determined to be $10.8 million. As of June 30, 2026, no ne of the Executive Market Units have vested. For the three and six months ended June 30, 2026, $0.7 million and $1.4 million of stock compensation expense was recognized on the Consolidated Statements of Operations. For the three and six months ended June 30, 2025, $0.7 million and $1.4 million of stock compensation expense was recognized on the Consolidated Statements of Operations. There was no associated income tax benefit for the three and six months ended June 30, 2026 and 2025. The unrecognized expense associated with the Executive Market Units was $3.5 million as of June 30, 2026. The table below shows the assumptions used in the Monte Carlo simulation for the Executive Market Units' fair value.
|  | As of
|  | October 23, 2023
Expected life (in years) |  | 5
Expected volatility |  | 40.00%
Risk-free interest rate |  | 4.81%
Expected dividend yield |  | 1.42%
The table below excludes Executive Market Units for which the market conditions have not been satisfied, and Additional Bonaccord Units that had not vested or that had vested and settled in cash.
|  | Number of |  |  | Weighted-Average Grant |
|  | RSUs |  |  | Date Fair Value Per RSU |
Outstanding as of December 31, 2025 |  |  | 1,425,209 |  |  | $ | 11.60 |
Granted |  |  | 2,882,893 |  |  |  | 8.54 |
Vested |  |  | (845,246 | ) |  |  | 12.59 |
Forfeited |  |  | (43,584 | ) |  |  | 8.54 |
Outstanding as of June 30, 2026 |  |  | 3,419,272 |  |  | $ | 8.81 |

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_EquityAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration