Quarterly report [Sections 13 or 15(d)]

STOCKHOLDERS’ EQUITY

v3.26.3
STOCKHOLDERS’ EQUITY
 9 Months Ended
Sep. 30, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY
NOTE 17—STOCKHOLDERS’ EQUITY
Reverse Stock Split

On September 30, 2026, the Company effectuated a one-for ten reverse stock split of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). As a result of the reverse stock split, every 10 shares of Class A common stock issued and outstanding immediately prior to the 5:00 p.m. Eastern Time on September 30, 2026 (the "Effective Time") automatically combined into one share of Class A Common Stock, and every 10 shares of Class B Common Stock issued and outstanding immediately prior to the Effective Time automatically combined into one share of Class B Common Stock. The Reverse Stock Split did not change the par value of the Common Stock or the number of authorized shares of Class A Common Stock or Class B Common Stock. The Reverse Stock Split applied equally to both classes of Common Stock and did not change the relative voting rights of the holders of Class A Common Stock and Class B Common Stock. The par value per share of Common Stock remained unchanged as a result of the Reverse Stock Split. The Company’s Class A Common Stock began trading on a split-adjusted basis on the Nasdaq at market open on October 1, 2026. All share and per-share amounts have been retrospectively adjusted to reflect the impact of the Reverse Stock Split, except as otherwise indicated.

Common Stock
Subject to the prior rights of the holders of any preferred stock, the holders of common stock are entitled to receive dividends out of the funds legally available at the times and in the amounts determined by the Company's Board of Directors.
Each holder of Class A common stock is entitled to one vote for each share of Class A common stock held and each holder of Class B common stock is entitled to twenty votes for each share of Class B common stock held. After the full preferential amounts due to preferred stockholders have been paid or set aside, the remaining assets of the Company available for distribution to its stockholders, if any, are distributed to the holders of common stock ratably in proportion to the number of shares of common stock then held by each such holder. None of the Company’s common stock is entitled to preemptive rights or subject to redemption. With the exception of the conversion of the Class B common stock into Class A common stock as described below, the Company’s common stock is not convertible into any other shares of the Company’s capital stock.
The shares of Class B common stock are subject to a “sunset” provision if any member of the Founder Group transfers shares of Class B common stock outside the Founder Group (except for certain permitted transfers). In the event of such non-permitted transfers, any share transferred will automatically convert into shares of Class A common stock. In addition, the outstanding shares of Class B common stock will be subject to a “sunset” provision by which all outstanding shares of Class B common stock will automatically convert into shares of Class A common stock (i) if holders representing a majority of the Class B common stock vote to convert the Class B common stock into Class A common stock, (ii) if the Founder Group and its permitted transferees collectively no longer beneficially own at least 20% of the number of shares of Class B common stock collectively held by the Founder Group as of the closing of the Acies Merger, or (iii) on the nine-month anniversary of the Founder’s death or disability, unless such date is extended by a majority of independent directors of the Company.
In connection with the Acies Merger, 0.9 million shares of Class A common stock issued to the Sponsor were subject to forfeiture unless specified stock price targets were achieved within five years following the closing of the Acies Merger. The earnout period expired on June 21, 2026 without the applicable stock price targets being achieved, and the 0.9 million unvested shares were automatically forfeited, cancelled and returned to the Company's authorized but unissued shares. No compensation expense was recognized in connection with the forfeiture, and the cancellation had no effect on the Company's results of operations. The share amounts in this paragraph reflect the historical terms prior to their expiration and have not been adjusted to reflect the Reverse Stock Split.
Accumulated Other Comprehensive Income (Loss)
The following tables show a summary of changes in accumulated other comprehensive income (loss), which is attributable only to currency translation adjustments during the current period:
Total Accumulated Other Comprehensive Income
Balance as of December 31, 2025 $ 1,806 
Foreign currency translation 677 
Balance as of September 30, 2026 $ 2,483 

Foreign Currency Derivative Contracts
 Currency
Translation
Adjustment		 Total Accumulated Other Comprehensive (Loss) Income
Balance as of December 31, 2024 $ (38) $ (594) $ (632)
Net losses recognized in other comprehensive income before reclassifications
 259  —  259 
Foreign currency translation —  1,861  1,861 
Balance as of September 30, 2025 $ 221  $ 1,267  $ 1,488 
Treasury Stock
On October 31, 2025, the Company’s Board of Directors approved a one-year extension of the Company's existing stock repurchase program. The remaining amount authorized under the program was $35.5 million as of September 30, 2026 and $40.0 million as of December 31, 2025. Subject to applicable rules and regulations, the shares may be purchased from time to time in the open market or in privately negotiated transactions. Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as market conditions, legal requirements and other business considerations.
The following table shows a summary of changes in treasury stock:
Treasury Stock Treasury Stock at Cost
Balance as of December 31, 2025 2,174  $ 54,794 
Class A common stock repurchased through the Stock Repurchase Program
 710  4,642 
Class A common stock repurchased outside of the Stock Repurchase Program 210  1,153 
Balance as of September 30, 2026 3,094  $ 60,589 
Treasury stock at cost includes commissions, excise taxes, and other transaction costs incurred in connection with such repurchases.
During the three months ended September 30, 2026, the Company repurchased 0.2 million shares of its Class A common stock in a privately negotiated transaction for $2.4 million. This repurchase was separate from, and did not reduce the remaining authorization under, the Company’s stock repurchase program. Of the total consideration, $1.1 million, representing the fair value of the shares repurchased, was recorded as treasury stock. The remaining $1.3 million was allocated to the fair value of contractual rights acquired, which is reflected in “Restructuring and related” in the Condensed Consolidated Statements of Operations during the three months ended September 30, 2026.
On October 30, 2026, the Company’s Board of Directors approved a one-year extension of the Company's existing stock repurchase program and adjusted the remaining amount authorized under the program up to $50.0 million less the amount used under the repurchase program between November 1, 2025 and the close of the market on November 1, 2026. Subsequent to September 30, 2026, the Company acquired 0.2 million additional shares of its Class A common stock under its stock repurchase program at an aggregate value of $0.9 million and an average price of $4.29 per share. Repurchased shares were held in treasury. The remaining availability under the stock repurchase program was $44.6 million after the subsequent purchases and adjustment to the amount authorized.