REDEEMABLE PREFERRED STOCK

3 Months Ended

Mar. 31, 2026

Temporary Equity Disclosure [Abstract]

In June 2024, the Company sold 24,025 shares of Series M at an original issue price of $1,000 per share for aggregate gross proceeds of $24.0 million with related issuance costs of $0.1 million. During the three months ended March 31, 2026, Series M automatically converted into 1,322,527 shares of Class A common stock based on the quotient of the outstanding liquidation preference including all accrued and unpaid dividends and the IPO Price pursuant to the terms of the purchase agreement.

In May 2025, the Company sold 50,000 shares of Series N Redeemable Preferred Stock (“Series N”) at an original issue price of $1,000 per share for aggregate gross proceeds of $50.0 million with related issuance costs of $0.1 million. During the three months ended March 31, 2026, Series N automatically converted into 2,340,425 shares of Class A common stock based on the quotient of the outstanding liquidation preference and the IPO Price pursuant to the terms of the purchase agreement.

In June 2025, the Company designated up to 500,000 shares of the authorized preferred stock as Series O Redeemable Preferred Stock (“Series O”). From June 2025 through September 2025, the Company sold 254,893 shares of Series O at an original issue price of $1,000 per share for aggregate gross proceeds of $254.9 million with related issuance costs of less than $0.1 million. During the three months ended March 31, 2026, Series O automatically converted into 11,931,135 shares of Class A common stock based on the quotient of the outstanding liquidation preference and the IPO Price pursuant to the terms of the purchase agreement.

The following tables represent the shares of redeemable preferred stock issued and outstanding classified as mezzanine equity as of March 31, 2026 and December 31, 2025 (in thousands, except share and per share amounts):


	March 31, 2026
	Shares Issued and Outstanding	Original Issuance Price per Share		Carrying Value		Aggregate Liquidation Preference
Series I	10,000	$	1,000	$	10,000	$	15,550
Series K	365,000	$	1,000	365,000		575,943
Series L	115,000	$	1,000	94,031		115,000
Gross	490,000			469,031		$	706,493
Issuance costs				(14,681)
Total				$	454,350


	December 31, 2025
	Shares Issued and Outstanding	Original Issuance Price per Share		Carrying Value		Aggregate Liquidation Preference
Series I	10,000	$	1,000	$	10,000	$	15,134
Series K	365,000	$	1,000	365,000		562,067
Series L	115,000	$	1,000	94,031		115,000
Series N	50,000	$	1,000	49,812		55,000
Series O	254,893	$	1,000	253,998		280,382
Gross	794,893			772,841		$	1,027,583
Issuance costs				(14,814)
Total				$	758,027

The aggregate liquidation preference presented in the tables above represents the total original issue price plus the amount of accrued and unpaid dividends as of March 31, 2026 and December 31, 2025, respectively and does not include any of the premium amounts that are contingent on the timing and circumstances of redemption.

Dividends—The table below presents the aggregate and per share dividends that have accumulated as of March 31, 2026 and December 31, 2025 for each class of redeemable preferred stock (in thousands, except per share amounts):


	March 31, 2026				December 31, 2025
	Aggregate Accumulated and Undeclared Dividends		Accumulated and Undeclared Dividend per Share		Aggregate Accumulated and Undeclared Dividends		Accumulated and Undeclared Dividend per Share
Series I	$	5,550	$	555.04	$	5,134	$	513.42
Series K	$	210,943	$	577.93	$	197,067	$	539.91
Series M	$	—	$	—	$	6,101	$	253.93

The dividend rate for Series L Redeemable Preferred Stock (“Series L”) is 0% through March 30, 2027 and 5% thereafter. Therefore, Series L is not included in the table above. The Company did not declare or pay any dividends to preferred stockholders during the three months ended March 31, 2026 and 2025, except with respect to the settlement of the accumulated dividends totaling $7.1 million with respect to the conversion of the 24,025 shares of Series M into Class A common stock, respectively.

Conversion—In March 2026, upon 180 days after the closing of the IPO, all 24,025 shares of Series M outstanding automatically converted into 1,322,527 shares of Class A common stock, pursuant to the conversion terms equal to the quotient of the outstanding liquidation preference, including all accrued and unpaid dividends and the IPO Price. The outstanding liquidation preference, including all accrued and unpaid dividends, for Series M was $31.1 million. The fair value of the 1,322,527 shares of Class A common stock issued upon conversion was $9.9 million. $8.0 million was derecognized as a liability and $9.9 million was reclassified to be a component of additional paid-in capital upon the conversion into Class A common stock.

In March 2026, upon 180 days after the closing of the IPO, all 50,000 shares of Series N outstanding automatically converted into 2,340,425 shares of Class A common stock, pursuant to the conversion terms equal to the quotient of the outstanding liquidation preference and the IPO Price. The outstanding liquidation preference and carrying value for Series N was $55.0 million and $49.8 million, respectively, and the carrying value was reclassified to be a component of additional paid-in capital upon the conversion into Class A common stock.

In March 2026, upon 180 days after the closing of the IPO, all 254,893 shares of Series O outstanding automatically converted into 11,931,135 shares of Class A common stock, pursuant to the conversion terms equal to the quotient of the outstanding liquidation preference and the IPO Price. The outstanding liquidation preference and carrying value for Series O was $280.4 million and $253.9 million, respectively, and the carrying value was reclassified to be a component of additional paid-in capital upon the conversion into Class A common stock.

Subsequent to the conversions of Series M, Series N and Series O, 10,000 shares of Series I, 365,000 shares of Series K Redeemable Preferred Stock and 115,000 shares of Series L remain outstanding.

The Company has classified its issued and outstanding redeemable preferred stock as mezzanine equity on the condensed consolidated balance sheets due to its being contingently redeemable upon a change in control, which is deemed outside of the Company’s control. These events were not probable of occurring as of March 31, 2026 and December 31, 2025, and therefore the carrying values of the redeemable preferred stock are not being accreted to their redemption values. Subsequent adjustments to the carrying values of the redeemable preferred stock may be required when it becomes probable that the shares will become redeemable.