18.
Share-based compensation

The Company adopted a share-based compensation plan (the “Plan”) under which each vested Restricted Stock Unit represents the right to receive one Class A Common Share. Under the Plan, RSUs with service-based conditions may be granted to directors, officers, employees, and non-employees. RSUs were granted to employees of both the Company and FCG. However, FCG fully reimburses FBG for the compensation cost associated with these grants. As such, expenses related to the RSUs granted to employees of FCG do not represent a purchase of services or contribution to FCG.

The RSUs do not provide the grantee with an option to choose settlement in cash or stock. The holder of the RSU shall not be, nor have any of the rights or privileges of, a shareholder of the Company, including, without limitation, voting rights and rights to dividends, in respect to the RSUs and any shares underlying the RSUs and deliverable under the Plan unless and until such shares shall have been issued by the Company and held of record by such holder. The fair value of these RSUs is estimated based on the fair value of the Company’s common stock on the date of grant using the closing price on the day of grant.

A summary of the Plan’s RSUs award activity is as follows:

 

 

Restricted
Stock Units

 

Nonvested at January 1, 2025

 

 

1,077,498

 

Granted

 

 

92,500

 

Forfeited

 

 

(264,878

)

Vested

 

 

(216,870

)

Nonvested shares outstanding at December 31, 2025

 

 

688,250

 

Vested shares outstanding at December 31, 2025

 

 

159,948

 

 

The RSUs under the Plan will vest over a five-year period following the one-year anniversary of the date of grant.

 

The RSU granted under the plan on December 21, 2023, May 21, 2024, and June 25, 2024 vest as follows: (1) 15% of the RSUs on the first anniversary of the grant date; (2) 17.5% of the RSUs on the second anniversary of the grant date; (3) 20% of the RSUs on the third anniversary of the grant date; (4) 22.5% of the RSUs on the fourth anniversary of the grant date; and (5) 25% of the RSUs on the fifth anniversary of the grant date.

 

The RSUs granted under the Plan on October 31, 2024 vest as follows: (1) 25% of the RSUs on March 18, 2025; (2) 25% of the RSUs on September 18, 2025; (3) 25% of the RSUs on March 18, 2026; and (4) 25% of the RSUs on September 18, 2026. The RSUs granted under the Plan on December 18, 2024 vested on December 26, 2025.

 

The RSUs granted under the Plan on February 7, 2025 vest one-third each year following the grant date.

The Company recognized stock-based compensation expense of $1.7 million and $1.5 million for the years ended December 31, 2025 and 2024 respectively, which is included within selling, general and administrative expenses in the consolidated statements of operations and comprehensive income. The $0.7 million and $0.8 million compensation cost for RSU’s granted to FCG employees for the years ended December 31, 2025 and 2024, respectively, are recognized as a reimbursement from FCG and do not impact the Company’s consolidated statements of operations and comprehensive income.

As of December 31, 2025 and 2024, stock-based compensation expense not yet recognized relating to nonvested awards was $5.8 million and $10.0 million, respectively, of which $2.3 million and $3.4 million relates to compensation cost for RSU’s granted to FCG employees, respectively. Stock compensation expense recognized by FCG is reimbursed to FBG.

Historical Timeline

Fiscal YearFiled
2025Mar 30, 2026Showing above
2024Apr 3, 2025
2023Apr 29, 2024

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.