Warrants and Capital Stock Transactions |
6 Months Ended |
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Jun. 30, 2026 | |
| Equity [Abstract] | |
| Warrants and Capital Stock Transactions |
Note J – Warrants and Capital Stock Transactions
Public Warrants
In September 2021, the Company issued public warrants that entitle each registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. The warrants were set to expire on September 2, 2026, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. During the six months ended June 30, 2025, 6,738,225 public warrants were exercised and converted into 6,738,225 shares of Company’s common stock at the exercise price of $11.50 per share for proceeds of $77.5 million. Additionally, during the six months ended June 30, 2025, certain requirements for the Company to call the public warrants were met and 1,450,586 public warrants were redeemed by the Company at $0.01 per warrant.
As of June 30, 2026 and December 31, 2025, there were no public warrants issued and outstanding, respectively.
Private Warrants
Pursuant to the warrant agreement, a warrant holder is entitled to exercise its warrants only for a whole number of shares of common stock. This means that only a whole warrant can be exercised at a given time by a warrant holder. If the private warrants are held by holders other than the original holders or their respective permitted transferees, the private warrants will be redeemable by the Company and exercisable by the holders. The original holders and their respective permitted transferees have the option to exercise the private warrants on a cashless basis.
During the three and six months ended June 30, 2026, 2,300,000 private warrants were exercised on a cashless basis for 1,068,851 shares of the Company’s common stock and during the six months ended June 30, 2025, 4,631,799 private warrants were exercised on a cashless basis for 2,293,739 shares of the Company’s common stock. The conversion factor was derived by multiplying the amount of common shares underlying the warrants by the excess fair value over the warrant exercise price and then dividing by the fair value. The fair value is defined as the average closing price of the Company’s common stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of exercise was provided to the Company’s stock transfer agent. Additionally, during the three and six months ended June 30, 2026, a nominal amount of private warrants were exercised and converted into shares of the Company’s common stock on a one for one basis at the exercise price of $11.50 per share for proceeds of $1.5 million. During the six months ended June 30, 2025, 467,174 private warrants were exercised and converted into 467,174 shares of the Company’s common stock at the exercise price of $11.50 per share for proceeds of $5.4 million. Upon conversion and exercise, the Company remeasured the fair value of the related warrants and released the associated liability upon issuance of the Company’s common stock. Refer to Note D – Fair Value of Financial Instruments for information on the Level 3 inputs used to value the private warrants.
As of June 30, 2026 and December 31, 2025, respectively, there were 202,069 and 2,633,195 private warrants issued and outstanding, respectively. The private warrants will expire on September 2, 2026, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
ATM Facilities
In November 2025, the Company entered into an Equity Distribution Agreement (the “ATM Agreement”) by and between the Company, Truist Securities, Inc., J.P. Morgan Securities LLC, BofA Securities, Inc. and TCBI Securities, Inc., doing business as Texas Capital Securities (each a “November Agent” and collectively, the “November Agents”). Pursuant to the terms of the ATM Agreement, the Company was permitted to sell, from time to time through or to the November Agents, as the Company’s sales agent and/or as principal, shares of its common stock, having an aggregate gross sales price of up to $250 million. The sales, if any, of the Company’s common stock made under the ATM Agreement were permitted to be made in sales deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange (“NYSE”), on any other existing trading market for the shares of common stock, or to or through a market maker other than on an exchange. The Company incurred costs associated with the ATM Agreement of $0.8 million, which were recorded to additional paid-in capital against proceeds received from sales of the Company’s common stock under the ATM Agreement. During the six months ended June 30, 2026, the Company sold 6,942,924 shares of its common stock at a weighted average price of $9.38 for $65.1 million of gross proceeds. The Company also incurred $1.6 million of commission fees resulting in $63.5 million net proceeds. During the three months ended June 30, 2026, the Company terminated the ATM agreement and, as such, had no remaining unused capacity as of June 30, 2026.
In May 2026, the Company entered into an Equity Distribution Agreement (the “May 2026 ATM Facility”) by and between the Company, Truist Securities, Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, A.G.P./Alliance Global Partners, B. Riley Securities, Inc., Canaccord Genuity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC (each a “May Agent” and collectively, the “May Agents”). Pursuant to the terms of the May 2026 ATM Facility, the Company was permitted to sell, from time to time through or to the May Agents, as the Company’s sales agent and/or as principal, shares of its common stock, having an aggregate gross sales price of up to $350 million. The sales, if any, of the Company’s common stock made under the May 2026 ATM Facility were permitted to be made in sales deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange (“NYSE”), on any other existing trading market for the shares of common stock, or to or through a market maker other than on an exchange. The Company incurred nominal costs associated with the May 2026 ATM Facility, which were recorded to additional paid-in capital against proceeds received from sales of the Company’s common stock under the May 2026 ATM Facility. During the three and six months ended June 30, 2026, the Company sold 23,986,658 shares of its common stock at a weighted average price of $14.59 for $350.0 million of gross proceeds. The Company also incurred $8.7 million of commission fees resulting in $341.2 million net proceeds. During the three months ended June 30, 2026, the Company terminated the May 2026 ATM Facility and, as such, had no remaining unused capacity as of June 30, 2026.
In June 2026, the Company entered into an Equity Distribution Agreement (the “June 2026 ATM Facility”) by and between the Company, Truist Securities, Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, A.G.P./Alliance Global Partners, B. Riley Securities, Inc., Canaccord Genuity LLC, H.C. Wainwright & Co., LLC, KeyBanc Capital Markets Inc. and Roth Capital Partners, LLC (each an “Agent” and collectively, the “Agents”). Pursuant to the terms of the June 2026 ATM Facility, the Company may sell, from time to time through or to the Agents, as the Company’s sales agent and/or as principal, shares of its common stock, having an aggregate gross sales price of up to $500 million. The sales, if any, of the Company’s common stock made under the June 2026 ATM Facility may be made in sales deemed to be “at-the-market offerings” as
defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange (“NYSE”), on any other existing trading market for the shares of common stock, or to or through a market maker other than on an exchange. The Company incurred nominal costs associated with the June 2026 ATM Facility, which were recorded to additional paid-in capital against proceeds received from sales of the Company’s common stock under the June 2026 ATM Facility. During the three months ended June 30, 2026, the Company sold 9,323,823 shares of its common stock at a weighted average price of $16.05 for $149.6 million of gross proceeds. The Company also incurred $3.0 million of commission fees resulting in $146.6 million net proceeds. The Company had $350.4 million of unused capacity under the June 2026 ATM Facility as of June 30, 2026.
Equity Offering In June 2025, the Company issued 15,525,000 shares of common stock at a price of $16.75 per share for net proceeds of $245.0 million (the “Equity Offering”). The shares were issued pursuant to the Company’s Form S-3 filed with the SEC on September 6, 2023. In connection with the issuance of common stock, the Company used a portion of the proceeds to repay the Seller Note in accordance with the terms of the Seller Note. Refer to Note H – Debt for additional information on the Seller Note. In July 2025, the Company issued an additional 600,100 shares of common stock pursuant to the underwriters’ over-allotment option at a price of $16.75 per share for additional net proceeds of $9.1 million.
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