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Note 16 - Redeemable Preferred Stock

9 Months Ended

Sep. 30, 2025

NOTE 16 REDEEMABLE PREFERRED STOCK

At September 30, 2025, the Company had three series of redeemable preferred stock ("Preferred Stock") outstanding. In accordance with FASB ASC Topic 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities, redemption features not solely within the control of the issuer are required to be presented outside of permanent equity on the consolidated balance sheets. For each series of the Preferred Stock outstanding, the holder has the option to convert each share of Preferred Stock into 2.6316 common shares at any time; however, if not converted, they are required to be redeemed on certain dates. As such, the Preferred Stock is presented in temporary or mezzanine equity on the consolidated balance sheets.

The following table summarizes the Company's redeemable preferred stock outstanding at September 30, 2025:

Description	*Issue Date*	*Shares Authorized*	*Shares Outstanding*	*Par Value*		*Redemption Value per Share*		*Aggregate Redemption Value (in thousands)*	*Dividend Rate*		*Redemption Date*	*Maximum Number of Common Shares Issuable on Conversion*	*Carrying Amount (in thousands)*

Class B Preferred	September 24, 2024	330,000	330,000	$	0.01	$	25.00	$8,250	8.0	%	September 24, 2031	868,421	$8,250
Class C Preferred	February 1, 2025	240,000	240,000	$	0.01	$	25.00	$6,000	8.0	%	February 12, 2032	631,579	$6,000
Class D Preferred	May 8, 2025	80,000	80,000	$	0.01	$	25.00	$2,000	8.0	%	May 7, 2032	210,526	$2,000

At December 31, 2024, there were 330,000 shares of Class B Preferred Stock outstanding with a redemption amount of $8.3 million.

The Class B Preferred Stock ranks senior to the Company's common shares. The Class C and Class D Preferred Stock ranks pari passu with the Company’s Class B Preferred Stock and senior to the Company's common shares.

The holders of each series of Preferred Stock will not be entitled to receive notice of or to attend any meeting of the shareholders of the Company and will not be entitled to vote at any such meeting. The holders of each series of Preferred Stock are entitled to receive fixed, cumulative, preferential cash dividends at a rate of 8% per share of Preferred Stock per year, payable in equal quarterly installments if declared by the Board of Directors of the Company. Dividends on outstanding shares of each series of Preferred Stock will accrue from day to day commencing on the date of issuance of each such share of Preferred Stock. The cash dividend rate will increase to 18% per share of Preferred Stock if the dividend is not paid and accumulates for a period greater than two consecutive quarters from the date of the most recent dividend payment. The Company will redeem any Preferred Stock not previously converted into common shares, and which remain outstanding on the conversion date, for the price of $25.00 per share of Preferred Stock, plus accrued but unpaid dividends thereon, whether or not declared, up to and including the date specified for redemption.

The Company shall have the option to redeem 25% of each series of Preferred Stock it has issued following a sale of assets representing more than 15% of the Company’s consolidated revenues in the prior 12 month period at a price equal to the amount that would yield a total internal rate of return of 15% on the subscription price paid to the Company for the purchase of shares of Preferred Stock submitted for redemption.

Accrued dividends declared for each series of Preferred Stock, which is included in accrued expenses and other liabilities in the consolidated balance sheets, at September 30, 2025 and December 31, 2024 are as follows:

(in thousands)		September 30, 2025		December 31, 2024

Class B Preferred	$	166	$	166
Class C Preferred		121		—
Class D Preferred		40		—
Total	$	327	$	166