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Capital Structure: Class A Redeemable Preferred Stock (Temporary Equity) | 9 Months Ended
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Sep. 30, 2025
Capital Structure: Class A Redeemable Preferred Stock (Temporary Equity) |
Capital Structure: Class A Redeemable Preferred Stock (Temporary Equity) | 3. Capital Structure: Class A Redeemable Preferred Stock (Temporary Equity) On July 18, 2025, following Board authorization on June 20, 2025, filing of the Certificate of Designation on June 24, 2025, and Nasdaq Corporate Data Operations approval on July 11, 2025 (the record date), the Company issued 2,069,065 shares of its Class A Redeemable Preferred Stock as a one-time special stock dividend (one Class A share for each common share and common stock equivalent outstanding as of the record date); 2,069,066 shares are authorized and 2,069,065 were issued and outstanding as of September 30, 2025. Under the Certificate of Designation, the Class A shares are mandatorily redeemable upon an Asset Sale for 100% of the net proceeds as defined therein; accordingly, the Class A is presented in temporary equity (mezzanine) in accordance with ASC 480-10-S99. As of September 30, 2025, the Company recorded the fair value of the Series A preferred stock as its expected redemption amount (based on anticipated proceeds of a qualifying asset sale after payment of other liabilities). The Class A is a participating security only in the liquidation of sale proceeds and does not receive dividends other than redemption; therefore it is excluded from diluted EPS as anti-dilutive for the periods presented. As of September 30, 2025, the Asset Sale was probable and estimable at $3.0 million, and the Company recorded $756 as Preferred stock Class A redeemable preferred stock in temporary equity and a reduction to retained earnings. The ultimate redemption amount will equal the actual net proceeds received. See Note 2 — Discontinued Operations and Assets Held for Sale and Note 16 for additional information regarding the asset sale and redemption mechanics.
Temporary equity — Class A Redeemable Preferred |  |  |  |  |  |  |
(dollars in thousands, shares in whole amounts) |  |  | Amount |  |  | Shares |
Beginning balance, July 1, 2025 |  | $ | 0 |  |  | 0 |
Issuance via special stock dividend, par value (7/18/2025) |  |  | 2 |  |  | 2,069,065 |
Record temporary equity at fair value |  |  | 756 |  |  | 0 |
Ending balance, September 30, 2025 |  | $ | 758 |  |  | 2,069,065 |

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