DEF 14A of Alliance Laundry Holdings Inc., Apr 27, 2026

DEF 14A of Alliance Laundry Holdings Inc.

Filed Apr 27, 2026 · FY20250001628280-26-027533

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS We currently have seven directors on our Board of Directors. At the Annual Meeting, three Class I directors, Michael D. Schoeb, Phyllis A. Knight and Robert L. Verigan, are to be elected to hold office until the annual meeting of stockholders to be held in 2029 and until each such director’s respective successor is duly elected and qualified or until each such director’s earlier death, disability, resignation, retirement, disqualification or removal. As set forth in our Fourth Amended and Restated Certificate of Incorporation (the “Charter”), the Board is currently divided into three classes with staggered, three‑year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class I, whose current term will expire at the upcoming Annual Meeting and, if elected, whose subsequent term will expire at the 2029 annual meeting of stockholders; Class II, whose current term will expire at the 2027 annual meeting of stockholders; and Class III, whose current term will expire at the 2028 annual meeting of stockholders. The current Class I directors are Michael D. Schoeb, Phyllis A. Knight and Robert L. Verigan; the current Class II directors are Clyde B. Anderson and Amanda L. Hodges; and the current Class III directors are Narasimha Nayak and Timothy J. FitzGerald. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our Charter provides that, subject to the terms of Stockholders Agreement (defined below), for so long as BDT Badger Holdings, LLC (“BDT”) and its affiliates (together, our “Principal Stockholder”) beneficially own at least a majority of the aggregate issued and outstanding shares of common stock, any individual director may be removed from office at any time with or without cause by the affirmative vote of the holders of a majority of the total voting power of the issued and outstanding stock of any class or series entitled to vote at an election of directors, voting together as a single class. When the Principal Stockholder ceases to beneficially own at least a majority of the aggregate issued and outstanding shares of common stock, and, for so long as the Board is classified, any individual director may be removed at any time for cause by the affirmative vote of the holders of at least 66 2/3% of the total voting power of the issued and outstanding stock of any class or series entitled to vote at an election of directors, voting together as a single class. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as directors of the persons whose names and biographies appear below. In the event that any of Michael D. Schoeb, Phyllis A. Knight and Robert L. Verigan should become unable to serve or for good cause will not serve as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or alternatively, the Board may elect to reduce its size. The Board has no reason to believe that any of the director nominees will be unable to serve if elected. Each of the director nominees has consented to being named in this proxy statement and to serve if elected. On October 8, 2025, we entered into the Stockholders Agreement with BDT (the “Stockholders Agreement”). Pursuant to the Stockholders Agreement, for so long as our Principal Stockholder beneficially owns at least 40% of the aggregate outstanding shares of common stock, BDT has the right to nominate to the Board a number of directors (rounded up to the nearest whole number) equal to the authorized number of Directors of the Board at such time multiplied by 50.1%. In the event that our Principal Stockholder beneficially owns at least 10%, but less than 40% of the aggregate outstanding shares of common stock, the number of nominees to which our Principal Stockholder is entitled will be reduced to a number of directors (rounded up to the nearest whole number) equal to the authorized number of Directors of the Board at such time multiplied by such percentage of the issued and outstanding shares of Common Stock beneficially owned by our Principal Stockholder. Except as otherwise provided for pursuant to the Charter and Bylaws, the total number of directors constituting the entire Board shall be not less than five (5) nor more than thirteen (13), with the then authorized number of directors constituting the entire Board being fixed from time to time by the Board; provided, that for so long as the Stockholders Agreement is in effect, the number of directors shall never be less than the aggregate number of directors that our Principal Stockholder is entitled to nominate from time to time. If our Principal Stockholder loses its right to nominate any directors pursuant to the terms of the Stockholders Agreement, these positions will be filled in accordance with our Charter. For more information, see “Corporate Governance-Stockholders Agreement.”

  2. Class II Directors (terms to expire at the 2027 Annual Meeting)

    Class II Directors (terms to expire at the 2027 Annual Meeting) The current members of the Board who are Class II directors are as follows:

  3. Class II Directors (terms to expire at the 2027 Annual Meeting)

    | Name | Age | Position with Alliance Laundry | | Clyde B. Anderson | 65 | Director | | Amanda L. Hodges | 53 | Director |

  4. Class II Directors (terms to expire at the 2027 Annual Meeting)

    The principal occupations and business experience, for at least the past five years, of each Class II director are as follows:

  5. Class II Directors (terms to expire at the 2027 Annual Meeting)

    | Name | Business Experience During Last Five Years | | Clyde B. Anderson, 65 Director | Clyde B. Anderson has served on the Board of Directors for Alliance Laundry since December 2015, and was appointed by our principal stockholder. Mr. Anderson founded Anderson Growth Partners, LLC in 1997 and continues to serve as a Managing Member. He served as a board member of Hibbett Sports Inc. until 2014, overseeing its public offering in 1996. He has served as Executive Chairman of Books-A-Million, Inc. since 1982, and led the company through its public offering in 1992 and its subsequent privatization in 2015. In October 2023, he became Executive Chairman of Cavender’s. He is currently a Board Member of TNT Fireworks and principal shareholder of Preferred Growth Properties. Additionally, Mr. Anderson serves as Chairman of the BDTCP Fund Advisory Committee. We believe Mr. Anderson is qualified to serve on our Board of Directors because of his significant experience as an executive chairman, his track record leading public and private company transactions and his board and capital markets expertise. | | Amanda L. Hodges, 53 Director | Amanda L. Hodges has served on the Board of Directors for Alliance Laundry since September 2025. Ms. Hodges has served as the Executive Vice President, Chief Commercial Officer of Republic Services since August 2024, and previously served as the Executive Vice President, Chief Marketing Officer from November 2020 to August 2024. Prior to joining Republic Services, she held many leadership positions at Dell Technologies, including as the Senior Vice President of North America Marketing and the Global Customer Briefing Program. She previously worked as a consultant for McKinsey & Company. We believe Ms. Hodges is qualified to serve on our Board of Directors because of her senior leadership in commercial strategy and marketing at large public companies, her experience driving growth and customer engagement and her technology expertise. |

  6. Class III Directors (terms to expire at the 2028 annual meeting of stockholders)

    Class III Directors (terms to expire at the 2028 annual meeting of stockholders) The current members of the Board who are Class III directors is as follows:

  7. Class III Directors (terms to expire at the 2028 annual meeting of stockholders)

    | Name | Age | Position with Alliance Laundry | | Narasimha Nayak | 57 | Director | | Timothy J. FitzGerald | 56 | Director |

  8. Class III Directors (terms to expire at the 2028 annual meeting of stockholders)

    The principal occupations and business experience, for at least the past five years, of the Class III director is as follows:

  9. Class III Directors (terms to expire at the 2028 annual meeting of stockholders)

    | Name | Business Experience During Last Five Years | | Narasimha Nayak, 57 Director | Narasimha Nayak has served on the Board of Directors for Alliance Laundry since May 2025. Mr. Nayak has served as Vice President of the IoT and Connected Products Group at Rheem since March 2024 and previously served as Chief Technology Officer and Executive Vice President of the Chamberlain Group from 2019 to 2023; Senior Vice President of the Connected Car Division at Harman International from 2015 to 2019; and Product and Engineering leadership roles at Comverse, Alcatel-Lucent, Openwave Systems, and LogicaCMG Global Telecoms prior to 2015. Mr. Nayak also served on the Technical Advisory Board of Gentherm in 2024. Mr. Nayak also previously served on the Board of Directors of mHub. We believe Mr. Nayak is qualified to serve on our Board of Directors because of his deep technology leadership, his experience overseeing complex global product and software organizations and his advisory and board service in innovation-driven businesses. | | Timothy J. FitzGerald, 56 Director | Timothy J. FitzGerald has served on the Board of Directors for Alliance Laundry since April 2021. Mr. FitzGerald has been the Chief Executive Officer of The Middleby Corporation (NASDAQ: MIDD) (“Middleby”) since March 2019, before which he held many positions at Middleby and its subsidiary, Middleby Marshall Inc., including Vice President and Chief Financial Officer from 2003 to 2019, Vice President and Corporate Controller from 2000 to 2003, and Corporate Controller from 1998 to 2003. Before joining Middleby, Mr. FitzGerald was a Manager with Arthur Anderson LLP for seven years. He currently sits on the Board of Directors at Middleby. We believe Mr. FitzGerald is qualified to serve on our Board of Directors because of his extensive public company leadership as a chief executive and chief financial officer, his expertise in global manufacturing and operations and his disciplined approach to financial and strategic execution. |

  10. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Our executive compensation program is designed to attract, motivate, reward, focus and retain high caliber management deemed essential to ensure our success. The program seeks to align executive compensation with our short- and long-term objectives, business strategy and financial performance, which also aligns the interests of our NEOs with those of our stockholders. As a result, we provide competitive compensation packages to our NEOs, a material component of which is performance-based compensation that is dependent upon the achievement of our business objectives and encourages our NEOs to drive long-term stockholder value. Our compensation program is designed to achieve the following objectives: •provide competitive and attractive pay plans that reflect the respective positions, duties and responsibilities of our NEOs; •incentivize contributions to the continued growth and development of our business; •retain NEOs and compensate their short- and long-term contributions; and •align the interests of our NEOs with the financial and strategic objectives of our stockholders. We have determined that any risks arising from our compensation programs and policies are not reasonably likely to have a material adverse effect on our business. Our compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are correlated to the value delivered to stockholders. This combination, as well as the multi-year vesting schedule for equity awards, encourages employees to maintain both a short- and long-term view with respect to our performance.

  11. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant

  12. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant There is value in procuring independent, objective expertise and counsel in connection with the Compensation fulfilling its duties, and, pursuant to its charter, the Compensation Committee has the authority to select and retain independent advisors and counsel to assist it with carrying out its duties and responsibilities. In December 2024, Aon, a compensation consulting firm, was engaged to advise on IPO-related equity plan design and our go-forward executive compensation strategy. As the independent compensation consultant, Aon’s responsibilities include: •providing independent advice to our Compensation Committee on current trends and best practices in compensation design and program alternatives, and advising on plans or practices that may improve the effectiveness of our compensation program; •providing and discussing compensation peer group and broad compensation survey data for competitive comparisons and, based on this information, preparing independent analyses on NEO compensation, including the CEO and newly hired executives; •reviewing our equity plan and assessing total share usage relative to our peers; •reviewing the CD&A and other compensation-related disclosures in our proxy statements; •offering recommendations, insights and perspectives on compensation-related matters; and •assisting our Compensation Committee in designing executive compensation programs that are competitive and align the interests of our executives with those of our stockholders While the Compensation Committee took into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation. The Compensation Committee has assessed the independence of Aon, including factors specified in SEC rules. During fiscal year 2025, Aon provided advice and recommendations to the Compensation Committee on executive compensation, for which the Company paid aggregate fees of approximately $223,000. Aon and its affiliates also provided other services to the Company, primarily consisting of certain cybersecurity advisory and assessment services, for which the Company paid aggregate fees of approximately $765,000. After evaluating these additional services and associated fees, the Compensation Committee determined that Aon’s services as its independent compensation consultant did not raise any conflicts of interest and that Aon remains independent under applicable NYSE and SEC rules. The Compensation Committee considered the following factors, among others, when assessing Aon’s independence: •the nature and amount of other services provided by Aon to us; •Aon has policies and procedures in place to prevent conflicts of interest; •no member of the Aon consulting team serving the Compensation Committee has a business or personal relationship with any of our executive officers; and •the amount of fees paid to Aon is less than 1% of its total consulting income.

  13. Determination of a Compensation Peer Group

    Determination of a Compensation Peer Group In accordance with the Compensation Committee’s duty in establishing an executive compensation program, the Compensation Committee determines the peer group companies that are used for market comparisons when setting compensation. In connection with the IPO, the Compensation Committee engaged Aon to identify companies that were considered relevant peers across business segments and size metrics. Aon reviewed the Company’s current profile and industry best practices and proposed the following peer selection criteria:

  14. Determination of a Compensation Peer Group

    | Element | Peer Selection Criteria | | Industry/Sector | U.S. headquartered and publicly traded on a U.S. exchange, with a focus on the following sub-industries: Industrial Machinery, Supplies, and Components; Building Products; and Electrical Components and Equipment. | | Revenue | Target companies with revenues between $750M and $5B. | | 3-Year EBITDA Growth | Target companies with a positive 3-Year EBITDA Growth. | | IPO Date | Preference given to companies that have gone public within the past 5 years. | | Named Peers | Focusing on companies identified by leadership that also meet additional selection criteria. | | Location | Consider companies with global presence and/or headquartered near the Midwest. | | Headcount | Target companies with headcount between 1,350 and 12,000. |

  15. Determination of a Compensation Peer Group

    Based on such peer selection criteria, the Compensation Committee selected the following peer group:

  16. Determination of a Compensation Peer Group

    | •A. O. Smith | •Donaldson Company | •JBT Marel | •Tennant Company | | •AAON | •ESAB | •Lennox | •The AZEK Company | | •Acuity Brands | •Flowserve | •Nextracker | •The Middleby Corporation | | •Array Technologies | •Graco | •Nordson | •Watts Water Technologies | | •Barnes Group | •IDEX | •Simpson Manufacturing | •Zurn Elkay Water Solutions |

  17. Determination of a Compensation Peer Group

    We believe that the compensation practices of our peer group provided us with appropriate compensation reference points for evaluating and determining the compensation of our NEOs during 2025. While the Compensation Committee took into consideration the practices of our compensation peer group when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation. Consistent with best practices for corporate governance, the Compensation Committee expects to review our peer group annually.

  18. Elements of Compensation

    | Compensation Element | Compensation Objectives Designed to be Achieved and Key Features | | Base Salary | Attract and retain industry leaders by providing base cash compensation at competitive levels. | | Annual Cash Incentive Compensation | Focus efforts toward the realization of annual performance goals and to reward individual and group contributions to our annual operating performance based upon the achievement of pre-established performance standards. We may also grant discretionary bonuses from time to time. | | Long-Term Equity Incentive Compensation | Incentivize the alignment of interests between executives and stockholders, historically achieved through the provision of time and performance-based stock options and prospectively starting with the 2026 fiscal year through a mix of performance-based and time-based restricted stock units (“RSUs”). | | Health, Welfare and Retirement Benefits and other Perquisites | Demonstrate commitment to employee well-being through the provision of reasonable benefits to executives and their families. |

  19. Annual Incentive Awards

    Annual Incentive Awards Recognizing that annual cash incentives are an essential component of a balanced compensation scheme, we instituted our Metric Bonus Plan (“Metric Bonus Plan”), focusing our NEOs’ attention on our financial and strategic growth objectives. We consider annual cash incentives to be an important “at risk” component of our compensation program. Rather than adopt a complicated and opaque bonus formula, we tie annual incentives to a singular metric, Adjusted EBITDA, and have adopted ambitious but achievable targets for our NEOs.1 We selected adjusted EBITDA as the key performance metric because it is widely used by investors and industry peers and provides a clear, consistent measure of our core operating performance by excluding items such as share-based compensation expense, depreciation and amortization expense, interest expense, other expense (income), net, and income taxes expense (benefit) that can vary substantially from company to company depending upon their financing, capital structures and the method by which assets were acquired. In order to secure any payment under the Metric Bonus Plan, our Adjusted EBITDA must reach at least 95% of the predetermined target. Bonus targets are established as a percentage of base salary. In addition, to further ensure the retention of our NEOs, payment under the Metric Bonus Plan requires continued employment through the bonus payment date, which occurs by March 15 of the year following the year subject to the applicable Adjusted EBITDA metric for U.S. participants and in March of the year following the year subject to the applicable Adjusted EBITDA metric for non-U.S. 1 Adjusted EBITDA is a non-GAAP measure. For a reconciliation of Adjusted EBITDA to net income, see “Non-GAAP Financial Measures” in Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. participants. The chart below demonstrates the potential payouts under the Metric Bonus Plan based on achievement of Adjusted EBITDA for the 2025 fiscal year, which were paid in March 2026:

  20. Annual Incentive Awards

    | | Minimum in Millions (95%) | Target in Millions (100%) | Maximum in Millions (110%) | | 2025 Adjusted EBITDA Target | 403.7 | 425.0 | 467.5 | | Payout as a % of Target | 50% | 100% | 200% |

  21. Annual Incentive Awards

    The Metric Bonus Plan is reviewed and approved by our Board of Directors, with individual targets set by the Compensation Committee. The table below sets forth for 2025 the target annual bonus opportunities for each of our NEOs, with actual payouts received in March 2026 in accordance with the Metric Bonus Plan. For purposes of the Metric Bonus Plan, our 2025 Adjusted EBITDA was $436,473,000 resulting in the achievement of the performance objective at 127% of target for each NEO.

  22. Annual Incentive Awards

    | NEO | 2025 Target (as % of Base Salary) | 2025 Annual Incentive Target ($) | 2025 Actual Annual Incentive Award ($) | | Michael Schoeb | 112.5% | 1,063,125 | 1,350,168 | | Robert Calver | 30% | 90,000 | 114,300 | | Dean Nolden(1) | 75% | 281,250 | 357,188 | | Jan Vleugels | 40% | 199,996 | 253,995 | | Joseph Hainline | 40% | 124,318 | 157,884 | | Cody Masluk(2) | 40% | 140,000 | 133,350 |

  23. Annual Incentive Awards

    (1)Mr. Nolden was hired in April 2025 and his 2025 Annual Incentive Target and 2025 Actual Annual Incentive Award reflect amounts prorated based on his start date. (2)The Company terminated Mr. Masluk’s employment effective September 30, 2025 and he received a prorated bonus in March 2026 in accordance with his separation agreement. In addition to his bonus paid under the Metric Bonus Plan, Mr. Calver earned a retention bonus in 2025. This amount is set forth in the Summary Compensation Table below.

  24. Equity Plans

    Equity Plans 2015 Stock Option Plan Our 2015 Stock Option Plan became effective on August 31, 2015 and provided for the grant of both incentive stock options and non-qualified stock options. Awards could be granted to any director, employee or other service provider selected by either the Compensation Committee or an authorized officer of Alliance Laundry Holdings, subject to the approval of the Compensation Committee. Our 2015 Stock Option Plan was administered by our Compensation Committee, which had the authority to, among other things, determine grantees and the terms and conditions of any awards; prescribe, amend and rescind any rules and regulations relating to the 2015 Stock Option Plan; and make any and all determinations deemed advisable for the interpretation and administration of the 2015 Stock Option Plan. Any determination made by the Compensation Committee in the course of administering the 2015 Stock Option Plan was final, binding and conclusive. In connection with the IPO, our 2015 Stock Option Plan terminated effective as of August 29, 2025 and no further awards have been made thereunder, subject to existing awards remaining subject to the terms thereof. 2025 Omnibus Incentive Compensation Plan In connection with the IPO, our Board of Directors adopted, and our shareholders approved, our 2025 Omnibus Incentive Compensation Plan (the “2025 Plan”), pursuant to which cash- and equity-based incentive awards may be granted to our current or prospective directors, officers, employees and consultants. The following is a summary of certain terms and conditions of the 2025 Plan. The 2025 Plan provides for the grant of stock options (both incentive and nonqualified), stock appreciation rights, restricted share awards, RSUs, cash incentive awards and other equity-based or equity-related awards. Our Compensation Committee administers and interprets the 2025 Plan and has the authority to determine the terms and conditions of any agreements evidencing awards granted under the 2025 Plan and to establish, amend, suspend or waive such rules or regulations relating to the 2025 Plan as it deems appropriate. Subject to applicable law, our Compensation Committee may delegate to one or more of our officers the authority to make grants of awards under the 2025 Plan. With respect to awards granted to our non-employee directors, our Board of Directors may, at its discretion, grant or administer such awards or may delegate such authority to one of its committees. Any current or prospective directors, officers, employees or consultants of either us or one of our affiliates will be eligible for awards under the 2025 Plan. Any shares of our common stock underlying forfeited or canceled awards, any award settled other than wholly in shares or any shares used to pay any applicable tax withholding obligation with respect to any award or as consideration for the exercise price of an award will again be available for issuance under the 2025 Plan. Awards granted under the 2025 Plan may not be transferred or assigned in any manner other than by will or by the laws of descent and distribution. Awards may be subject to reduction, forfeiture or clawback to the extent required by applicable law or the rules and regulations of the New York Stock Exchange or other applicable securities exchange or if so required pursuant to our clawback policy. The 2025 Plan has a term of ten years. Our Board of Directors may amend, modify or terminate the 2025 Plan at any time, subject to applicable law or stockholder approval of any amendment to increase the Share Limit (other than certain adjustments upon changes in capitalization or pursuant to the increase occurring each January 1), change the class of individuals eligible to participate in the 2025 Plan or extend the expiration date of the 2025 Plan. No amendment, modification or termination may materially and adversely affect the rights of any participant under any award without the consent of the participant, unless otherwise provided in the applicable award agreement. Our Compensation Committee may amend, modify or terminate any award previously granted. However, except as set forth in the 2025 Plan, unless otherwise provided in the applicable award agreement, any such amendment, modification or termination that would materially and adversely impair the rights of any participant will require such participant’s consent.

  25. Long-Term Incentive Awards

    Long-Term Incentive Awards Pre-IPO Awards We view equity-based compensation as a critical component of our total compensation program. Equity-based compensation creates an ownership culture among our NEOs that provides an incentive to contribute to our continued growth and development and aligns the long-term interests of our NEOs with those of our stockholders. Historically, we have granted time- and performance-based stock options pursuant to the 2015 Stock Option Plan. Generally, time-based stock options under the 2015 Stock Option Plan vest and become exercisable in five equal installments on each of the first five anniversaries of the vesting commencement date specified in the applicable award agreement, subject to the recipient’s continued employment with us or one of our subsidiaries through each vesting date (the “Time-Based Options”). Performance-based stock options under the 2015 Stock Option Plan vest and become exercisable subject to our principal stockholder receiving aggregate proceeds in excess of a deemed investment threshold and an internal rate of return on its investment in us in connection with a liquidity event (which includes the IPO) (the “Performance-Based Options”). Prior to the IPO, Time-Based Options and Performance-Based Options were awarded to Mr. Nolden in connection with his hiring, Mr. Calver in connection with his promotion and for retentive purposes, and Messrs. Hainline and Masluk for retentive purposes. The IPO generated the requisite proceeds to trigger the vesting of outstanding Performance-Based Options and all Performance-Based Options have become fully vested. Post-IPO Awards in 2025 In connection with the IPO, our Compensation Committee approved the grant of a one-time equity award to Mr. Schoeb pursuant to the 2025 Plan (the “CEO IPO Grant”), which was granted on the closing of the IPO on October 10, 2025. The CEO IPO Grant is in the form of time-vested RSUs, of which 50% will vest on the second anniversary of the grant date and 25% of the CEO IPO Grant will vest on each of the third and fourth anniversaries of the grant date, in each case, subject to Mr. Schoeb’s continued service. These RSUs are eligible for accelerated vesting in connection with a qualifying retirement event, with the number of shares underlying such RSUs consisting of a grant date value of $6 million divided by the initial public offering price.

  26. Other Policies and Considerations

    Other Policies and Considerations Clawback Policy. In connection with and effective as of the date of the IPO, we adopted our Incentive Compensation Recovery Policy pursuant to which we must seek to recover compensation from an executive officer awarded after the date of the policy in connection with an accounting restatement required due to our material noncompliance with any financial reporting requirements under the federal securities laws. Equity Award Timing Policies and Practices. Our general practice is not to grant equity awards in anticipation of the release of material nonpublic information or to time the release of material nonpublic information for the purpose of affecting the value of executive compensation. The Compensation Committee and Board use their business judgment to determine the amount of an equity award and would consider any material nonpublic information that is known to them before granting an equity award. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee expects to grant such awards on a predetermined annual schedule. In fiscal year 2025, we did not grant stock options to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. Stock Ownership Guidelines. In connection with the IPO, we adopted stock ownership guidelines for our non-employee directors and certain of our officers (including our NEOs) in the following multiples of annual base salary or Board cash retainer, as applicable:

  27. Other Policies and Considerations

    Required ownership levels are expected to be achieved within five years of becoming subject to the guidelines. Any non-employee director or officer subject to the guidelines who has not met the threshold will be required to retain 100% of the qualifying shares awarded to him or her under the Company’s stock incentive plans until such threshold is satisfied. The above ownership requirements are subject to change. Accounting for Stock-Based Compensation. We account for stock-based payments in accordance with the requirements of FASB ASC Topic 718 (“ASC Topic 718”). ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards.

  28. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table contains information about the compensation earned by each of our NEOs during each of the fiscal years ended December 31, 2024 and 2025.

  29. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Michael Schoeb | 2025 | 933,750 | - | 6,815,448 | - | 1,350,168 | 21,000 | 9,120,366 | | Chief Executive Officer (“CEO”) | 2024 | 887,625 | 10,000 | - | - | 2,025,000 | 20,700 | 2,943,325 | | Robert Calver | 2025 | 286,265 | 200,000 | - | 252,953 | 114,300 | 61,000 | 914,518 | | Vice President, Financial Planning and Analysis; Interim Chief Financial Officer | 2024 | 247,651 | 85,000 | - | - | 207,035 | 34,714 | 574,400 | | Dean Nolden(5) | 2025 | 357,955 | - | - | 1,252,453 | 357,188 | 19,523 | 1,987,119 | | Chief Financial Officer | 2024 | - | - | - | - | - | - | - | | Jan Vleugels | 2025 | 494,039 | - | - | - | 253,995 | 102,667 | 850,701 | | Chief Operating Officer – International | 2024 | 344,126 | 11,142 | - | - | 278,937 | 198,090 | 832,295 | | Joseph Hainline | 2025 | 307,096 | - | - | 126,474 | 157,884 | 21,000 | 612,154 | | Chief Technology Officer | 2024 | 293,841 | 11,200 | - | - | 236,797 | 20,700 | 562,538 | | Cody Masluk(6) | 2025 | 242,390 | - | - | 3,742,378 | 133,350 | 139,189 | 4,257,307 | | Former Chief Commercial Officer – North America | 2024 | 282,003 | 10,000 | - | - | 228,312 | - | 520,315 |

  30. 2025 Summary Compensation Table

    (1)For 2024, amounts reflected for NEOs consist of discretionary bonuses earned in respect of individual performance in 2024. For 2025, the amount reflects the retention bonus earned by Mr. Calver. (2)The amounts reported in these columns represent the aggregate grant-date fair value of the CEO IPO Grant, Time-Based Options, and Performance-Based Options granted in 2025, as computed in accordance with ASC Topic 718. For further discussion of the assumptions used in the calculation of the grant-date fair value for the CEO IPO Grant, Time-Based Options, and Performance-Based Options pursuant to ASC Topic 718, see Notes 2 and 20 of Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. For further discussion of the CEO IPO Grant, Time-Based Options, and Performance-Based Options granted in 2025, see the section entitled “Long-Term Incentive Awards” in the CD&A section of this proxy statement. (3)The amounts reflected consist of annual incentive bonuses payable under the Metric Bonus Plan. For 2024, amounts were deemed earned in 2024 and payouts occurred during March 2025. For 2025, amounts were deemed earned in 2025, and payouts occurred during March 2026. Mr. Masluk’s payout was prorated based on his employment through his termination date on September 30, 2025 and paid based on actual performance at the same time as paid to the other NEOs. (4)The amounts in the “All Other Compensation” column for fiscal year 2025 include the following: (i) our contributions to the 401(k) Plan for Messrs. Schoeb, Calver, Hainline and Masluk, in the amount of $21,000 each and for Mr. Nolden, in the amount of $19,523, (ii) for Mr. Calver and an interim assignment fee for his role as interim Chief Financial Officer ($40,000), (iii) for Mr. Vleugels car lease in the amount of $23,077 and a housing stipend in the amount of $79,590, and (iv) for Mr. Masluk, $139,189 in severance based on the Company terminating Mr. Masluk’s employment without cause. Mr. Masluk’s cash severance payments are paid in installments as salary continuation in accordance with the Company’s normal payroll practices. (5)Mr. Nolden was hired in April 2025. (6)The Company terminated Mr. Masluk’s employment without cause effective September 30, 2025.

  31. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table provides information regarding all grants of plan-based awards to our NEOs during fiscal year 2025.

  32. Grants of Plan-Based Awards in Fiscal Year 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Target (#)(2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards | | Michael Schoeb | | 531,526 | 1,063,125 | 2,126,250 | | | | | | | | 10/10/2025 | | | | | 272,727 | | | 6,815,448 | | Robert Calver | | 45,000 | 90,000 | 180,000 | | | | | | | | 2/7/2025 | | | | 40,531 | | | 12.34 | 48,677 | | | 2/7/2025 | | | | | | 40,531 | 12.34 | 204,276 | | Dean Nolden(4) | | 140,625 | 281,250 | 562,500 | | | | | | | | 4/24/2025 | | | | 200,682 | | | 12.46 | 241,016 | | | 4/24/2025 | | | | | | 200,682 | 12.46 | 1,011,437 | | Jan Vleugels | | 95,917 | 191,833 | 383,667 | | | | | | | Joseph Hainline | | 62,159 | 124,318 | 248,637 | | | | | | | | 2/7/2025 | | | | 20,265 | | | 12.34 | 24,338 | | | 2/7/2025 | | | | | | 20,265 | 12.34 | 102,136 | | Cody Masluk | | 70,000 | 140,000 | 280,000 | | | | | | | | 2/7/2025 | | | | 16,212 | | | 12.34 | 82,032 | | | 2/7/2025 | | | | | | 16,212 | 12.34 | 19,616 | | | 9/30/2025(5) | | | | | | | | 3,640,730 |

  33. Grants of Plan-Based Awards in Fiscal Year 2025

    (1)The tabular disclosure demonstrates the potential payouts under the 2025 Metric Bonus Plan based on achievement of the applicable Adjusted EBITDA targets. The payouts delineated in the “Target ($)” column correspond to an Adjusted EBITDA figure of $425.0 million, while the payouts delineated in the “Threshold ($)” and “Maximum ($)” columns correspond to Adjusted EBITDA figures of $403.7 million and $467.5 million, respectively. (2)Amounts represent Performance-Based Options that could vest only if the IPO-related performance condition was achieved; as this condition was achieved, the options vested at target, with no opportunity for vesting above target. (3)Amounts represent RSUs granted under the 2025 Plan. (4)Mr. Nolden was hired in April 2025 and his potential payout under the 2025 Metric Bonus Plan takes into account a shortened performance period. (5)The Company terminated Mr. Masluk’s employment without cause, effective September 30, 2025. As part of the Masluk Separation Agreement, all of Mr. Masluk’s Time-Based Options and Performance-Based Options accelerated and fully vested on the IPO. The amount shown reflects the incremental fair value of this acceleration, determined according to ASC Topic 718 as of the modification date.

  34. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table presents information regarding outstanding equity awards held by our NEOs as of December 31, 2025, which consist of stock options granted pursuant to the 2015 Stock Option Plan and RSUs granted pursuant to the 2025 Plan.

  35. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Name | Grant Date(1) | | | | | | | | Michael Schoeb | 9/14/2021(2) | 242,080 | - | 5.79 | 10/1/2030 | - | - | | | 9/14/2021(3) | 1,210,236 | - | 5.79 | 10/1/2030 | - | - | | | 10/10/2025(4) | - | - | - | - | 272,727 | 5,549,994 | | Robert Calver | 11/30/2019(2) | 49,020 | - | 5.10 | 10/31/2029 | - | - | | | 9/14/2021(2) | 69,156 | - | 5.79 | 10/1/2030 | - | - | | | 9/14/2021(3) | 69,156 | - | 5.79 | 10/1/2030 | - | - | | | 1/1/2022(3) | 62,235 | - | 8.04 | 1/1/2032 | - | - | | | 1/1/2022(2) | 37,204 | 25,031 | 8.04 | 1/1/2032 | - | - | | | 2/7/2025(2) | - | 40,531 | 12.34 | 2/7/2035 | - | - | | | 2/7/2025(3) | 40,531 | - | 12.34 | 2/7/2035 | - | - | | Dean Nolden | 4/24/25(2) | - | 200,682 | 12.46 | 4/14/2035 | - | - | | | 4/24/25(3) | 200,682 | - | 12.46 | 4/14/2035 | - | - | | Jan Vleugels | 9/14/21(2) | 389,004 | - | 5.79 | 10/1/2030 | - | - | | | 9/14/21(3) | 389,004 | - | 5.79 | 10/1/2030 | | | | Joseph Hainline | 9/28/2021(2) | 23,288 | 6,094 | 8.51 | 4/13/2031 | - | - | | | 9/28/2021(3) | 29,382 | - | 8.51 | 4/13/2031 | - | - | | | 1/1/2022(3) | 93,353 | - | 8.04 | 1/1/2032 | - | - | | | 1/1/2022(2) | 55,948 | 37,405 | 8.04 | 1/1/2032 | - | - | | | 11/27/2023(2) | 8,236 | 12,573 | 12.02 | 11/27/2033 | - | - | | | 11/27/2023(3) | 20,809 | - | 12.02 | 11/27/2033 | - | - | | | 2/7/2025(2) | - | 20,265 | 12.34 | 2/7/2035 | - | - | | | 2/7/2025(3) | 20,265 | - | 12.34 | 2/7/2035 | - | - | | Cody Masluk(5) | - | - | - | - | - | - | - |

  36. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    (1)Tabular disclosure reflects the disaggregation of Time-Based and Performance-Based Options. (2)Reflects Time-Based Options that vest and become exercisable in five equal installments on each of the first five anniversaries of the vesting commencement date specified in the applicable award agreement, subject to the recipient’s continued employment with either us or one of our subsidiaries through each applicable vesting date. All share numbers reflected in this table have been rounded to the nearest whole share. (3)Reflects Performance-Based Options that became vested upon the IPO. All share numbers reflected in this table have been rounded to the nearest whole share. (4)One-half of the RSUs will vest on the second anniversary of the grant date and one-fourth of the RSUs will vest on each of the third and fourth anniversary of the grant date, subject to continued employment through each applicable vesting date. Each RSU represents the contingent right to receive one share of the Company’s common stock on the vesting date. (5)Mr. Masluk terminated his employment from the Company effective September 30, 2025 and had no outstanding equity awards as of December 31, 2025.

  37. Option Exercises

    Option Exercises The following table sets forth the exercise of stock options in 2025 by our NEOs.

  38. Option Exercises

    | | Option Awards | | | Name | Number of Shares Acquired in Exercise (#) | Value Realized on Exercise ($)(1) | | Michael Schoeb | 968,156 | 7,590,343 | | Robert Calver | - | - | | Dean Nolden | - | - | | Jan Vleugels | 1,113,917 | 11,542,516 | | Joseph Hainline | - | - | | Cody Masluk | 545,376 | 8,434,649 |

  39. Option Exercises

    (1)Calculated as Intrinsic Value ((Share Price - Grant Price)*Number of Shares Exercised) at the time of Exercise.

  40. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The section below describes the payments that we would have made to our NEOs in connection with certain terminations of employment, including in connection with a corporate transaction like a change in control or continued employment through a change in control, if such events had occurred on December 31, 2025, the last business day of our most recently completed fiscal year. The descriptions of the benefits below are based on the terms set forth in Mr. Schoeb’s employment agreement, Mr. Calver’s retention letter, Mr. Masluk’s Separation Agreement, and our Senior Executive Severance and Change of Control Plan. All severance benefits described below would have been subject to such executive entering into an effective release of claims.

  41. Estimated Potential Payments

    Estimated Potential Payments The following table summarizes the payments that would be made to all of our NEOs except for Mr. Masluk upon the occurrence of certain qualifying terminations of employment occurring on December 31, 2025. For Mr. Masluk, the table summarizes the payments he received upon his termination effective September 30, 2025. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by the NEO during his or her employment that are available to all salaried employees, such as accrued vacation.

  42. Estimated Potential Payments

    | Name | Benefit | Termination Without Cause/For Good Reason (No CIC) ($) | Termination Without Cause/For Good Reason (CIC) ($) | Death or Disability ($) | | Michael Schoeb | Cash Severance(1) | 4,016,250 | 6,024,375 | - | | | COBRA Premiums(2) | 61,079 | 91,619 | - | | | Value of Equity Award Acceleration(3)(4)(5) | 315,513(6) | 5,549,994(7) | 5,549,994(6) | | Total | | 4,392,842 | 11,665,988 | 5,549,994 | | Robert Calver | Cash Severance | 300,000(8) | 300,000(8) | - | | | Prorated Bonus | 90,000(8) | 90,000(8) | - | | | Tax Preparation Services | 5,014(8) | 5,014(8) | - | | | Value of Equity Award Acceleration(3)(5) | | 632,785(8) | | | Total | | 395,014 | 1,027,799 | - | | Dean Nolden | Cash Severance(1) | 875,000 | 1,750,000 | - | | | COBRA Premiums(2) | 30,540 | 61,079 | - | | | Value of Equity Award Acceleration(3)(5) | - | 1,583,381(7) | - | | Total | | 905,540 | 3,394,460 | - | | Jan Vleugels | Cash Severance(1) | 699,988 | 1,399,975 | - | | | Value of Equity Award Acceleration | - | - | - | | Total | | 699,988 | 1,399,975 | - | | Joseph Hainline | Cash Severance(1) | 435,114 | 870,229 | - | | | COBRA Premiums(2) | 26,154 | 52,307 | - | | | Value of Equity Award Acceleration(3)(5) | - | 799,664(7) | - | | Total | | 461,268 | 1,722,200 | - | | Cody Masluk(9) | Cash Severance | 350,000 | - | - | | | COBRA Premiums | 30,540 | - | - | | | Value of Equity Award Acceleration | 3,742,378 | - | - | | Total | | 4,122,918 | - | - |

  43. Estimated Potential Payments

    (1)Determined under the terms of the Executive Severance Plan. If a NEO is terminated without cause or if the NEO resigns for good reason other than on or within two years following a Change of Control, (i) Mr. Schoeb would receive cash severance payments equal to 24 months of annual base salary and 200% of 2025 target annual bonus, and (ii) Messrs. Nolden, Vleugels, and Hainline would receive cash severance payments equal to 12 months of annual base salary and 100% of 2025 target annual bonus. If a NEO is terminated without cause or if the NEO resigns for good reason within two years following a change of control, (i) Mr. Schoeb would receive cash severance payments equal to 36 months of annual base salary and 300% of 2025 target annual bonus, and (ii) Messrs. Nolden, Vleugels, and Hainline would receive cash severance payments equal to 24 months of annual base salary and 200% of 2025 target annual bonus. (2)Determined under the terms of the Executive Severance Plan. If a NEO is terminated without cause or if the NEO resigns for good reason other than on or within two years following a Change of Control, (i) Mr. Schoeb would receive a lump sum payment equal to 24 months of applicable COBRA premiums, and (ii) Messrs. Nolden, Vleugels, and Hainline would receive a lump sum payment equal to 12 months of applicable COBRA premiums. If a NEO is terminated without cause or if the NEO resigns for good reason within two years following a Change of Control, (i) Mr. Schoeb would receive a lump sum payment equal to 36 months of applicable COBRA premiums, and (ii) Messrs. Nolden, Vleugels, and Hainline would receive a lump sum payment equal to 24 months of applicable COBRA premiums. (3)Equity valuations reflect the closing price of the Company’s common stock on December 31, 2025. (4)Represents the value of the accelerated vesting of time-based RSUs. (5)Represents the value of the accelerated vesting of Time-Based Options. (6)Determined under the terms of the 2025 Schoeb Agreement. If Mr. Schoeb is terminated without cause or if he resigns for good reason other than on or within two years following a change of control, a “pro rata portion” of all of his outstanding equity awards that are unvested and exercisable would become vested and settled with all applicable performance-based awards eligible to vest and settle based on actual performance at the end of the applicable performance period. If Mr. Schoeb is terminated by reason of death or disability, all of his outstanding equity awards would immediately vest in full and become exercisable, with all performance conditions (appropriately prorated through the date of such termination) deemed satisfied at the greater of target and actual level of performance, on the date of termination. No performance awards are currently unvested, so no assumptions have been made with respect to performance and the “pro rata portion” is determined based on Mr. Schoeb’s outstanding equity awards that are unvested and exercisable and would vest pro rata on a December 31, 2025 termination date. (7)Determined under the terms of the Executive Severance Plan. If a NEO is terminated without cause or if the NEO resigns for good reason within two years following a “change of control”, each NEO would become immediately vested in all of his or her outstanding equity awards, with any performance-based vesting conditions deemed satisfied as of immediately prior to such “change of control” at the greater of target or actual level of performance. The amounts reported above are based on a target level of performance. (8)Determined under the terms of Calver Retention Letter. Amounts are only applicable if there is a termination without cause. If Mr. Calver is terminated by the Company without cause, he would receive a payment equal to 52 weeks’ base salary, a prorated bonus under the Metric Bonus Plan based on actual performance and, for 2025, professional tax preparation services. While Mr. Calver would be eligible for a prorated bonus based on actual performance, the amount reported above is based on target performance and is not prorated since December 31, 2025 is the last day of the performance period under the 2025 Metric Bonus Plan. (9)The amounts reported above for Mr. Masluk are based on his actual severance. Mr. Masluk’s severance includes: (i) an amount equal to twelve (12) months of his base salary paid in installments as salary continuation payments; (ii) a lump sum cash payment equivalent to the cover the cost of twelve (12) months of continued health coverage under COBRA; and (iii) accelerated vesting of time-based and performance-based outstanding equity awards. In accordance with the Masluk Separation Agreement, Mr. Masluk was also eligible for and paid a prorated bonus based on actual performance, paid in March 2026 consistent with the Company’s normal annual incentive payment cycle as disclosed in the Summary Compensation Table.

  44. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below..

  45. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO1 ($) | Compensation Actually Paid to PEO1, 2, 3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on:4 | | Net Income ($ Millions)⁵ | Company Selected Measure: Adjusted EBITDA6 ($ Millions) | | | | | | | Total Shareholder Return (“TSR”) ($) | Peer Group TSR ($) | | | | 2025 | $9,120,366 | $31,697,764 | $1,724,360 | $5,657,049 | $81.99 | $95.53 | $98.5 | $436.5 |

  46. Pay Versus Performance

    (1)Michael D. Schoeb served as the Company’s PEO for 2025. The Company’s Non-PEO NEOs for 2025 were Dean Nolden, Jan Vleugels, Joseph Hainline, Bob Calver, and Cody Masluk. (2)Amounts reported in this column have been calculated in accordance with Item 402(v) of Regulations S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following table:

  47. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | $9,120,366 | (6,815,448) | 29,392,846 | 31,697,764 |

  48. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,724,360 | (1,074,852) | 5,007,541 | 5,657,049 |

  49. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  50. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2025 | 5,549,994 | — | — | 23,842,852 | — | — | 29,392,846 |

  51. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 596,391 | 113,261 | 876,036 | 3,421,853 | — | — | 5,007,541 |

  52. Pay Versus Performance

    (4)The Peer Group TSR set forth in this table utilizes the S&P 1500 Household Durables Sub-Industry Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested on the IPO date of October 9, 2025, through the end of the listed year in the Company and in the S&P 1500 Household Durables Sub-Industry Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5)Our Net Income is measured from January 1, 2025. (6)The Compensation Committee determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs. For additional details regarding how this measure is calculated from the nearest GAAP counterpart in the Company’s audited financial statements and a reconciliation to the nearest GAAP counterpart, please see “Non-GAAP Financial Measures” in Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Adjusted EBITDA is measured from January 1, 2025.

  53. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) We believe the “Compensation Actually Paid” in 2025 reported above are reflective of the Compensation Committee’s emphasis on “pay-for- performance”. The following chart sets forth the relationships between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEO’s, the cumulative TSR from our IPO date of October 9, 2025 through the end of the most recent fiscal year for the Company, and the S&P 1500 Household Durables Sub-Industry Index over the same period.

  54. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the most recently completed fiscal year.

  55. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the most recently completed fiscal year.

  56. 2025 Director Compensation

    2025 Director Compensation The following table summarizes all compensation awarded to, earned by or paid to each of our non-employee directors during 2025.

  57. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Robert L. Verigan (Chairman)(2) | - | - | - | | Phyllis A. Knight | 142,500 | 160,000 | 302,500 | | Timothy J. FitzGerald | 136,250 | 160,000 | 296,250 | | San W. Orr(3) | 112,500 | - | 112,500 | | Clyde B. Anderson | 140,000 | 160,000 | 300,000 | | James A. Winnefeld Jr.(3) | 112,500 | - | 112,500 | | Narasimha Nayak(4) | 98,750 | 160,000 | 258,750 | | Amanda L. Hodges(4) | 36,250 | 160,000 | 196,250 |

  58. 2025 Director Compensation

    (1)Amounts reflect the grant date fair value of RSUs granted during fiscal year 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of RSU awards made in 2025 under Stock Based Compensation in Note 2 of the “Notes to Consolidated Financial Statements” section of the audited consolidated financial statements included in our 2025 Annual Report. (2)In connection with the IPO, each of our non-employee directors, including Mr. Verigan, received an initial grant of RSUs with the number of shares underlying such RSUs determined by dividing a grant date value of $160,000 by the initial public offering price. Mr. Verigan also earned $167,500 in cash for services as a director during 2025. Mr. Verigan has assigned all rights, title and interest in the RSUs granted and compensation earned, and all rights, title and interest in any future compensation granted to him, to BDTBH pursuant to a Standing Assignment Agreement by and among Mr. Verigan, the Company and BDTBH. (3)Messrs. Orr and Winnefeld Jr. resigned from our Board of Directors on August 29, 2025. (4)Mr. Nayak joined our Board of Directors in May 2025 and Ms. Hodges joined our Board of Directors in September 2025. Prior to the IPO, each of our non-employee directors were eligible to receive an annual cash retainer of $150,000, payable in arrears, for their service as a director. In connection with the IPO, our Compensation Committee approved the terms of our Non-Employee Directors Compensation Policy, effective upon the closing of the IPO, pursuant to which each non-employee director became eligible to receive cash compensation and equity awards for services on our Board of Directors and reimbursement for reasonable out-of-pocket and documented expenses incurred in attending meetings of the Board of Directors or any committee thereof. Under the Non-Employee Directors Compensation Policy, each non-employee director is entitled to receive an annual retainer of $95,000, payable quarterly in arrears. In addition, the non-executive chair of our Board of Directors and committee chairs are entitled to receive the following additional annual retainers, payable quarterly in arrears:

  59. 2025 Director Compensation

    | Position | Annual Retainer ($) | | Non-Executive Chair | 105,000 | | Audit Committee Chair | 25,000 | | Compensation Committee Chair | 20,000 | | Nominating and Governance Committee Chair | 15,000 |

  60. 2025 Director Compensation

    Any non-employee director who joins or vacates our Board of Directors mid-year receives cash compensation components on a pro-rata basis for the portion of the year served and for each capacity. On the date of each annual meeting of our stockholders, our non-employee directors will receive an annual equity award grant with a grant date value of $160,000, which will vest on the earlier of (a) the one-year anniversary of the grant, (b) the next-occurring annual meeting of our stockholders and (c) a “Change of Control” (as defined in the 2025 Plan), in each case, subject to the non-employee director’s continued service in such capacity through such vesting date. Additionally, in connection with the IPO, each of our non-employee directors received an initial grant of RSUs with the number of shares underlying such RSUs determined by dividing a grant date value of $160,000 by the initial public offering price. This initial grant will vest on the earlier of (a) the one-year anniversary of the grant date and (b) a Change of Control, in each case, subject to the non-employee director’s continued service in such capacity through such vesting date.