What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-10-31 compared with 2025-08-08 · 98 added, 93 removed, 376 unchanged (34% of the section changed)

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We are a leading global investment manager in digital infrastructure, deploying and managing capital across the digital ecosystem, including data centers, cell towers, fiber networks, small cells, and edge infrastructure.

Our diverse global investor base includes public and private pensions, sovereign wealth funds, asset managers, insurance companies, and endowments.

At June 30, 2025, we had $39.7 billion of fee earning equity under management ("FEEUM").

Our diverse global investor base includes public and private pensions, sovereign wealth funds, other asset managers, insurance companies, and endowments.

At September 30, 2025, we had $40.7 billion of fee earning equity under management ("FEEUM").

We are headquartered in Boca Raton, Florida, with key offices in New York, London, Luxembourg and Singapore.

At June 30, 2025, we had 309 employees.

At September 30, 2025, we had 310 employees.

We operate as a taxable C Corporation and conduct substantially all of our activities and hold substantially all of our assets and liabilities through our Operating Company.

As sole managing member, we own 96% of the Operating Company at June 30, 2025, which increased to 97% as of July 31, 2025 following redemption of additional OP units.

As sole managing member, we own 97% of the Operating Company at September 30, 2025.

Our Investment Management Platform

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Capital Raise

• In 2025, through the second quarter, we raised $2.5 billion of capital, primarily for the third series in our flagship value-add strategy and co-investment vehicles.

• In 2025, through the third quarter, we raised $4.1 billion of capital, primarily for the third series in our flagship value-add strategy and also co-investment vehicles.

Realization of Investment

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Fund Performance Metrics

Certain performance metrics for our key investment funds from inception through June 30, 2025 are presented in the table below.

Excluded are funds with less than one year of performance history as of June 30, 2025, funds and separately managed accounts in the liquid strategy, co-investment vehicles and separately capitalized portfolio companies.

Certain performance metrics for our key investment funds from inception through September 30, 2025 are presented in the table below.

Excluded are funds with less than one year of performance history as of September 30, 2025, funds and separately managed accounts in the liquid strategy, co-investment vehicles and separately capitalized portfolio companies.

The historical performance of our funds is not indicative of their future performance nor indicative of the performance of our other existing funds or of any of our future funds.

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Results of Operations

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) 2025 2024 Change 2025 2024 Change

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Net income (loss) attributable to common stockholders $ 16,753 $ (883) 17,636 $ 32,837 $ 31,592 1,245

Total revenues were negative $3.2 million in the second quarter of 2025 and positive $390.3 million in the same period in 2024, and $42.2 million and $464.7 million in the six months ended June 30, 2025 and 2024, respectively.

The large swings in total revenues were driven by significant variability in unrealized carried interest, specifically a large net reversal in 2025 and net positive allocations in 2024.

Additionally, there were increases to fee revenue, driven mainly by additional capital raised for our third flagship fund.

Total revenues were $3.8 million and $76.1 million in the three months ended September 30, 2025 and 2024, respectively, and $46.1 million and $540.9 million in the nine months ended September 30, 2025 and 2024, respectively.

The large swings in total revenues were driven by significant variability in unrealized carried interest, specifically large net reversals in 2025 and net positive allocations in year-to-date 2024.

Additionally, there were increases to fee revenue, driven mainly by capital raised for our third flagship fund.

The key components of revenue are discussed in more detail below.

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) 2025 2024 Change 2025 2024 Change

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$ 84,945 $ 71,145 $ 13,800 $ 246,647 $ 219,647 $ 27,000

Management fees—catch up (1)

8,261 4,866 3,395 20,792 3,895 16,897

Incentive fees

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$ 93,300 $ 76,582 16,718 $ 268,701 $ 228,142 40,559

(1) Catch-up fees are management fees charged in any given period that pertain to prior periods.

With respect to subsequent closing of commitments during the fundraising period, management fees based upon commitments are charged retroactively to the fee activation date at initial closing of the fund through the subsequent close date.

Fee revenue increased $16.7 million or 22% to $93.3 million in the quarter-to-date comparison and $40.6 million or 18% to $268.7 million in the year-to-date comparison.

The increases in both the quarter-to-date and year-to-date comparisons were driven by (i) additional capital raised for our third flagship fund, which contributed incremental management fees of $8.5 million and $29.1 million (of which $10.6 million were catch-up fees), respectively, and (ii) deployment of capital by various funds and co-investment vehicles, partially offset by (iii) lower management fees from an InfraBridge fund following a change in fee basis from committed to invested capital effective late December 2024 (decreased $4.4 million and $8.3 million, respectively).

Year over year, FEEUM increased $7.0 billion or 21% to $39.7 billion at June 30, 2025 from $32.7 billion at June 30, 2024.

The increases in both the quarter-to-date and year-to-date comparisons were driven by (i) additional capital raised for our third flagship fund, which contributed incremental management fees of $11.5 million and $40.6 million (of which $3.4 million and $16.9 million were incremental catch-up fees), respectively, and (ii) deployment of capital and new capital raised for co-investment vehicles, partially offset by (iii) lower management fees from InfraBridge funds, in particular the effect of a change in fee basis from committed to invested capital effective late December 2024 (decreased $3.5 million and $13.1 million, respectively).

Year over year, FEEUM increased $6.6 billion or 19% to $40.7 billion at September 30, 2025 from $34.1 billion at September 30, 2024.

Incentive fees in all periods were attributed to our liquid securities strategy.

Carried Interest Allocation

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) 2025 2024 Change 2025 2024 Change

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Carried interest allocation represents gross carried interest from our general partner interests in sponsored investment vehicles prior to allocations to management and a third party participation interest.

Unrealized carried interest is subject to adjustments each period, including reversals, based upon the cumulative performance of the underlying investments of these vehicles that are measured at fair value, until such time as the carried interest is distributed.

Unrealized carried interest is subject to adjustments each period, including reversals, based upon the extent to which cumulative performance of the funds, which are driven by underlying investments that are measured at fair value, exceed their minimum return hurdles.

See Note 3 to the consolidated financial statements.

In 2025, distributed carried interest arose from a secondary equity offering by our DataBank portfolio company in February 2025, of which our share net of management allocation was $0.9 million.

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Principal Investment Income

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) 2025 2024 Change 2025 2024 Change

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$ 25,325 $ 9,955 15,370 $ 51,069 $ 28,782 22,287

Principal investment income represents the Company's proportionate share of net income (loss) from investments in its sponsored investment vehicles, which is predominantly unrealized gain (loss) from changes in fair value of underlying fund investments.

Realized principal investment loss in the second quarter of 2025 was driven by a $40.3 million loss from a portfolio company in an InfraBridge fund.

In the 2025 year-to-date period, this loss was partially offset by $34.0 million of income distribution in connection with our participation in a secondary sale of equity by our DataBank portfolio company in February 2025.

These realizations are accompanied by a reversal of unrealized principal investment income (loss) in the periods the realizations are recognized.

In 2024, realized principal investment income in both periods included gains from syndication of an investment and $4.2 million of previously escrowed proceeds received from the partial sale of our interest in DataBank in prior years.

Additionally, realized principal investment income in both years also included distributions of interest income from our credit funds.

Other income decreased $1.3 million to $6.2 million in the quarter-to-date comparison and $2.9 million to $11.6 million in the year-to-date comparison.

The decrease in both periods was driven by lower dividend income from equity securities of consolidated funds ($0.4 million and $1.0 million, respectively), and lower cost reimbursements from managed investment vehicles that are presented gross as income and expense ($0.6 million in both periods).

Also, in the year-to-date comparison, there was lower interest income from our subordinated notes in a third party sponsored collateralized loan obligation.

Total expenses were $32.4 million and $268.5 million for the three months ended June 30, 2025 and 2024, respectively, and $87.7 million and $352.4 million for the six months ended June 30, 2025 and 2024, respectively, with the decrease attributed to unrealized carried interest compensation which was a net reversal in 2025 compared to a net expense in 2024, and lower administrative cost.

Principal investment income represents the Company's proportionate share of net income (loss) from investments in its sponsored investment vehicles.

Changes each period are driven predominantly by unrealized gain (loss) from changes in fair value of underlying fund investments.

Realized principal investment income in both years included gains from sale or syndication of investments and distributions of interest income from our credit funds.

In particular, the year-to-date period in 2025 included $34.0 million of income distribution in connection with our participation in a secondary sale of equity by our DataBank portfolio company in February 2025, offset by a $40.3 million loss from a portfolio company of an InfraBridge fund recognized in the second quarter of 2025.

This loss pertained to capital funded in prior years and realization of the loss did not affect cash flows in 2025.

These realizations were accompanied by a reversal of unrealized principal investment income (loss) in the periods the realizations were recognized.

In 2024, realized principal investment income also included $4.2 million of previously escrowed proceeds received from the partial sale of our interest in DataBank in prior years.

Other income was flat at $5.4 million in the quarter-to-date comparison and decreased $2.9 million to $17.0 million in the year-to-date comparison.

The decrease was driven by lower cost reimbursements from managed investment vehicles that are presented gross as income and expense ($0.8 million) and lower dividend income from equity securities of consolidated funds ($0.7 million).

Total expenses were $23.3 million and $76.3 million for the three months ended September 30, 2025 and 2024, respectively, and $111.0 million and $428.7 million for the nine months ended September 30, 2025 and 2024, respectively.

The decrease is attributed to unrealized carried interest compensation which was a higher net reversal in 2025 compared to a lower net reversal in the third quarter of 2024 and a net expense year-to-date in 2024.

Additionally, 2025 had lower administrative costs.

Changes in the various expense items are discussed below.

Compensation Expense

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) 2025 2024 Change 2025 2024 Change

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Incentive fee and carried interest compensation allocation (reversal) $ (54,000) $ (8,474) (45,526) $ (119,676) $ 163,242 (282,918)

Cash and equity-based compensation— Cash compensation was largely consistent in the periods under comparison.

Equity-based compensation was lower in both periods under comparison as 2024 included performance-based awards that had fully vested.

Cash and equity-based compensation— The increase in cash compensation for both periods under comparison is driven by higher accruals of performance based incentive compensation.

Equity-based compensation was flat in the quarter-to-date comparison, and lower in the year-to-date comparison as 2024 included performance-based awards that fully vested in 2024.

Incentive fee and carried interest compensation allocation— For both quarter-to-date and year-to-date periods under comparison, the net reversal of compensation in 2025 and net expense in 2024 are consistent with the changes in carried interest, as discussed above.

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Administrative and other expenses decreased $12.1 million to $15.1 million in the quarter-to-date comparison and $35.5 million to $42.5 million in the year-to-date comparison.

The decreases in both periods can be attributed largely to insurance recoveries in 2025 related to litigation costs incurred in prior periods ($7.6 million and $18.2 million, respectively) and lower third party professional service costs, including reimbursable costs incurred on behalf of our managed investment vehicles.

This was partially offset by costs incurred for potential new products ($3.0 million and $5.7 million, respectively).

The decrease in both periods can be attributed largely to insurance recoveries in 2025 related to litigation costs incurred in prior periods ($4.0 million and $22.2 million, respectively) and lower third party professional service costs, including reimbursable costs incurred on behalf of our managed investment vehicles.

The decrease in both periods were partially offset by costs incurred for potential new products ($1.1 million and $5.6 million, respectively).

Interest Expense

Interest expense increased $0.6 million to $4.7 million in the quarter-to-date comparison and $0.7 million to $13.2 million in the year-to-date comparison.

The increases in both periods were driven by $0.6 million of accelerated deferred financing costs in connection with a reduction in the VFN borrowing capacity in June 2025.

In the year-to-date comparison, this was partially offset by a decrease resulting from the full exchange/redemption of the remaining 5.75% exchangeable senior notes in April 2024.

The increase in both periods reflect $1.1 million of interest expense on fund-level debt that was consolidated in the third quarter of 2025.

In the quarter-to-date comparison, this was partially offset by lower deferred financing costs ($0.5 million) following a reduction in the VFN borrowing capacity in June 2025.

In the year-to-date comparison, interest expense also decreased due to the full exchange/redemption of the remaining 5.75% exchangeable senior notes in April 2024 ($0.4 million).

Transaction-Related Costs

Transaction-related costs increased $3.5 million to $4.2 million in the quarter-to-date comparison and $7.2 million to $8.6 million in the year-to-date comparison due to higher deal activity.

Transaction-related costs decreased $0.8 million to $1.0 million in the quarter-to-date comparison and increased $6.4 million to $9.6 million in the year-to-date comparison due to unconsummated deal cost.

Depreciation and Amortization

Depreciation and amortization expense increased $0.5 million in the quarter-to-date comparison and decreased $1.5 million in the year-to-date comparison.

Both periods included accelerated depreciation for fixed assets disposed in connection with the assignment of an office lease in the second quarter of 2025, offset by reduced amortization, which was more impactful in the year-to-date period, due to management contract intangibles that have a declining amortization rate over time.

Depreciation and amortization expense decreased $1.1 million in the quarter-to-date comparison and $2.6 million in the year-to-date comparison due to management contract intangibles that have a declining amortization rate over time.

In the year-to-date comparison, the decrease was partially offset by accelerated depreciation of fixed assets disposed in connection with the assignment of an office lease in the second quarter of 2025.

Other Gain (Loss), Net

Other gain, net was $9.1 million and $8.5 million in the three and six months ended June 30, 2025, respectively, and $8.8 million and $2.9 million in the three and six months ended June 30, 2024, respectively, reflecting predominantly unrealized fair value changes in financial assets and financial liabilities.

The net gain in 2025 was driven by net unrealized gains in marketable equity securities of consolidated funds ($5.9 million and $2.1 million in the three and six month periods, respectively) and the InfraBridge contingent consideration liability ($3.8 million in the six month period).

The net gain in 2024 was driven by fair value decrease in the DBRG stock warrant liability ($8.4 million and $3.0 million in the three and six month periods, respectively).

Other gain, net was $6.5 million and $15.0 million in the three and nine months ended September 30, 2025, respectively, and $47.9 million and $50.8 million in the three and nine months ended September 30, 2024, respectively, reflecting predominantly unrealized fair value changes in financial assets and financial liabilities.

The net gain for both periods in 2025 was driven by net unrealized gains in marketable equity securities of consolidated funds ($5.6 million and $7.7 million, respectively) and additionally, fair value decrease of the InfraBridge contingent consideration liability in the year-to-date period ($3.7 million).

The net gain for both periods in 2024 was driven by (i) net fair value increase in investments held by consolidated funds ($44.4 million and $46.0 million, respectively), (ii) net gain from substantial sale and mark-to-market of a non-core marketable equity security ($6.5 million and $9.3 million, respectively), and (iii) fair value decrease of warrant liability ($1.2 million and $4.2 million, respectively), all of which were partially offset by impairment of warehoused investments ($8.9 million and $12.5 million, respectively).

Income Tax Benefit (Expense)

Income tax expense was immaterial, just over $1.0 million or less, in all periods under comparison.

The Company has operating losses and capital loss carryforwards that can be applied against current income tax expense for its domestic entities, and the deferred tax assets of these entities are currently subject to a full valuation allowance, resulting in an immaterial income tax effect for its domestic entities.

With respect to the Company's foreign subsidiaries, the resulting foreign income tax impact remains immaterial.

Income tax was immaterial in all periods under comparison, with the only notable amount being a $2.1 million expense in the nine months ended September 30, 2024.

The Company has operating losses and capital loss carryforwards that can be applied against current income tax expense for its domestic entities, and the deferred tax assets of these entities are currently subject to a full valuation allowance, resulting in immaterial income tax effect for its domestic entities.

The Company also benefitted from various U.S state tax refunds in 2024.

With respect to the Company's foreign subsidiaries, the resulting foreign income tax impact remains immaterial, driven largely by its U.K.

subsidiaries.

Income (Loss) from Discontinued Operations

Discontinued operations had net income of $1.6 million in the three months ended June 30, 2025 and net losses of $2.5 million, $0.7 million and $14.8 million in the six months ended June 30, 2025 and the three and six months ended June 30, 2024, respectively.

The more significant loss in the year-to-date period in 2024 included primarily a loss on a guarantee related to the previous bulk sale of the Company's real estate investments.

The effect of discontinued operations was immaterial in the quarter-to-date periods and in the year-to-date periods, with net losses of $2.6 million in 2025 and $13.4 million in 2024.

These losses included an accrual for a state tax audit in 2025 and in 2024, loss on a guarantee related to the previous bulk sale of the Company's real estate investments.

Operating Metrics

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Presented below are total AUM and FEEUM by product:

(In billions) June 30, 2025 December 31, 2024

(In billions) September 30, 2025 December 31, 2024

Assets Under Management

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The following table summarizes changes in FEEUM:

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

(In billions)

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Market activity (3)

Balance at June 30

Balance at September 30

(1) Inflows include closing on new capital raised where fees are earned on committed capital, deployment of capital where fees are earned on invested capital, new subscriptions where fees are based on NAV, other changes in invested capital such as the effect of recapitalization and syndication, and FEEUM from acquired investment vehicles.

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(3) Market activity includes changes in investment value based on NAV or GAV, and the effect of foreign exchange rates.

Amount was less than $100 million in the first half of 2025.

FEEUM increased $4.2 billion or 12% to $39.7 billion at June 30, 2025, driven by capital raise for our third flagship fund and deployment of co-invest capital previously raised.

Amount was less than $30 million in 2025.

FEEUM increased $5.2 billion or 15% to $40.7 billion at September 30, 2025, driven by capital raise for our third flagship fund and new co-investment vehicles, as well as deployment of previously raised capital.

Non-GAAP Supplemental Financial Measures

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Results of our non-GAAP measures attributable to the Operating Company were determined as follows:

Three Months Ended June 30,

Three Months Ended September 30,

(In thousands) 2025 2024 Change

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Realized principal investment income (loss) 394 2,129 (1,735)

Distributed carried interest and incentive fees subject to realization events, net of associated expense allocation — 186 (186)

Interest, dividend and other income 3,144 2,828 316

Interest expense and preferred dividends (18,023) (18,245) 222

Placement fees and other expenses (1,159) — (1,159)

Placement fees and other (1,319) (1,247) (72)

Income tax benefit (expense) 221 (887) 1,108

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Fee-Related Earnings

FRE was $6.0 million or 23% higher at $32.0 million in the second quarter of 2025 compared to $26.0 million in the same period in 2024.

FRE margin in the second quarter of 2025 improved to 37% from 33% a year ago.

FRE was $11.1 million or 43% higher at $37.3 million in the third quarter of 2025 compared to $26.2 million in the same period in 2024.

FRE margin improved to 40% compared with 34% a year ago.

Fee revenue increased $16.9 million or 22%, partially offset by higher operating cost.

The increase in fee revenue is attributable to capital raised for our third flagship fund, which contributed an additional $8.5 million of fees, and new co-investment vehicles.

This was partially offset by a fee decrease for an InfraBridge fund following a change in fee basis from committed to invested capital effective late December 2024.

Operating cost was $0.7 million higher, which included fund formation and offering costs for potential new products.

The increase in fee revenue is attributable to capital raised for our third flagship fund, which contributed an additional $11.5 million of fees (of which $3.4 million was incremental catch-up fees), and new co-investment vehicles, as well as additional capital deployments.

This was partially offset by fee decreases from our InfraBridge funds, in particular due to a change in fee basis from committed to invested capital effective late December 2024.

Operating cost was $5.7 million higher, driven by higher compensation cost.

Distributable Earnings

DE was a negative $18.6 million in the second quarter of 2025 compared to a positive $19.6 million in the same period in 2024.

The negative DE was driven by a $40 million realized principal investment loss from a portfolio company of an InfraBridge fund.

This loss pertained to invested capital funded in prior years and the realization did not affect cash flows in the current quarter.

DE was $11.0 million higher at $21.7 million in the third quarter of 2025 compared to the same period in 2024, with the increase driven by the growth in FRE, as discussed above.

Distributable Earnings and Fee-Related Earnings Reconciliation

Three Months Ended June 30,

Three Months Ended September 30,

(In thousands) 2025 2024

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Unrealized carried interest, net of associated expense (allocation) reversal (4)

11,649 (75,065)

Equity-based compensation 8,976 8,828

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Realized principal investment (income) loss (394) (2,129)

Distributed carried interest and incentive fees subject to realization events, net of associated expense allocation (4)

Interest, dividend and other income (3,144) (2,828)

Interest expense and preferred dividends 18,023 18,245

Placement fee and other expenses 1,159 —

Placement fee and other 1,319 1,247

Income tax (benefit) expense (221) 887

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(2) Comprises (i) all unrealized gains and losses;

and (ii) realized gains and losses recorded by consolidated funds or associated with non-core investments.

and (ii) realized gains and losses associated with consolidated funds or non-core investments.

(3) Unrealized principal investment income is presented net of a third party participation interest, representing only the Operating Company's share.

(4) Carried interest and incentive fees are presented net of expense allocation or reversal, representing only the Operating Company's share.

(4) Carried interest is presented net of expense allocation or reversal, representing only the Operating Company's share.

The expense component is included within compensation expense — incentive fees and carried interest allocation (reversal), other gain (loss), and net income (loss) attributable to noncontrolling interests in investment entities on the GAAP income statement.

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Allocation of unrealized principal investment income to a third party participation interest was previously presented gross in "adjustments attributable to noncontrolling interests in investment entities" and recasted for periods prior to the first quarter of 2025.

(6) OP share of discontinued operations represents residual activities from the Company's former real estate business that had been disposed.

(6) Discontinued operations represents residual activities from the Company's former real estate business that had been disposed.

Liquidity and Capital Resources

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• cash on hand;

• fees received from our investment management business, including our share of distributed net incentive fees and carried interest;

• cash flow generated from our investments, both from operations and return of capital, including proceeds from full or partial realization of investments;

• fees received from our investment management business, including our share of realized net incentive fees and carried interest distributed;

• cash flow generated from our investments, both from distributions of income and return of capital, including proceeds from full or partial realization of investments;

• availability under our Variable Funding Notes ("VFN");

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• proceeds from public or private equity and debt offerings.

At June 30, 2025, we have $158 million of available corporate cash.

This generally represents cash at our OP entity after allocating cash for certain compensatory liabilities, and excludes cash held at subsidiaries of the OP, including cash maintained to satisfy regulatory capital requirements in applicable foreign jurisdictions.

We also have the full $100 million available under our VFN facility.

At September 30, 2025, we have $173 million of available corporate cash.

We also have the full $100 million available to be drawn under our VFN facility.

We believe we have sufficient cash on hand, and anticipated cash generated from operating activities and availability of external financing sources, to meet our short term and long term liquidity and capital requirements.

While we have sufficient liquidity to meet our operational needs, we continuously evaluate alternatives to efficiently manage our capital structure and market opportunities to strengthen our liquidity and to provide further operational and strategic flexibility.

While we have sufficient liquidity to meet our operational needs, we continuously evaluate alternatives to efficiently manage our capital structure and market opportunities to strengthen our liquidity and provide further operational and strategic flexibility.

Significant Liquidity and Capital Activities in 2025

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Common Stock —The payment of common stock dividends and determination of the amount thereof is at the discretion of our Board of Directors.

In July 2025, our Board of Directors declared a dividend of $0.01 per share of common stock to be paid in October 2025.

[In October 2025, our Board of Directors declared a dividend of $0.01 per share of common stock to be paid in January 2026.]

Preferred Stock— We have outstanding preferred stock totaling $822 million, bearing a weighted average dividend rate of 7.135% per annum, with aggregate dividend payments of $14.7 million per quarter.

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Investment Commitments

Fund Commitments —As general partner, we typically have minimum capital commitments to our sponsored funds ranging from 0.02% to 0.72% of the total capital commitments of a fund at final closing, although we may elect to invest additional amounts in new products.

With respect to our flagship value-add DBP fund series, and InfraBridge funds, we have made additional capital commitments as a general partner affiliate, generally ranging from 1.43% to 4.29%, alongside our investors.

Our fund capital investments further align our interests to our investors.

As of June 30, 2025, we have unfunded equity commitments to our unconsolidated funds as general partner and general partner affiliate of $187 million (including commitments attributed to the ownership by employees and former employees in our general partner entities).

As of September 30, 2025, we have unfunded equity commitments to our sponsored funds totaling $189 million as general partner and general partner affiliate (including commitments attributed to the ownership by employees and former employees in our general partner entities).

Generally, the timing for funding of these commitments is not known and the commitments are callable on demand at any time prior to their respective expirations.

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Nevertheless, investment warehousing is undertaken only if it is determined that we will have sufficient liquidity to hold the investments.

Contingent Consideration

InfraBridge Acquisition —In connection with the InfraBridge acquisition in February 2023, contingent consideration of up to AUD 180 million may become payable based upon achievement of prescribed fundraising targets for follow-on InfraBridge flagship funds and co-investments.

Contingent Consideration — InfraBridge

In connection with the Company's acquisition of InfraBridge in February 2023, contingent consideration of up to AUD 180 million may become payable based upon achievement of prescribed fundraising targets for follow-on InfraBridge flagship funds and co-investments.

The current estimated fair value of the contingent consideration is $2.4 million.

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Generally, the Company, through the OP, has guaranteed the clawback obligation of its subsidiaries that act as general partner or special limited partner of its respective sponsored funds, for the benefit of these funds and their limited partners.

At June 30, 2025, the Company had no liability for clawback obligations on distributed carried interest.

At September 30, 2025, the Company had no liability for clawback obligations on distributed carried interest.

Lease Obligations

At June 30, 2025, we had operating lease obligations of $37 million for in-place leases on currently occupied corporate offices and commitments on a future office lease of $58 million that is expected to commence in 2026 with a 10.8 year lease term.

At September 30, 2025, we had operating lease obligations of $34 million for in-place leases on currently occupied corporate offices and commitments on a future office lease of $58 million that is expected to commence in 2026 with a 10.8 year lease term.

We sub-leased a portion of certain existing office space over the remaining term of the respective leases and expect to receive fixed sub-lease payments totaling $3 million over the remaining life of the sub-lease contracts.

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The amount and timing of carried interest distributions received may vary substantially from period to period depending upon the occurrence and size of investments realized by our sponsored funds.

Investments— Our investments in our sponsored funds as general partner and general partner affiliate generate cash largely through capital appreciation of our underlying fund investments that are realized upon a recapitalization, syndication or liquidation event, distributions from portfolio companies of our funds and interest income from our credit fund.

Investments— Our investments in our sponsored funds as general partner and general partner affiliate generate cash largely through capital appreciation of underlying investments that are realized upon a recapitalization, syndication or liquidation event, income distributions from equity investments and interest income from credit investments.

Public Offerings

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The following table summarizes the activities from our consolidated statements of cash flows, including discontinued operations.

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands) 2025 2024

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Cash inflows from operating activities are generated primarily through fee-related earnings, distributions of our share of net carried interest, and distribution of earnings from our general partner affiliate interests in our sponsored funds.

Our operating activities generated net cash inflows of $127.3 million in 2025 and outflows of $4.5 million in 2024.

Outside of recurring operating activities, cash inflows in 2025 also included distribution of earnings from the secondary sale of equity in our DataBank portfolio company of $34.0 million, $5.1 million from disposition of an investment in our InfraBridge fund and $18.2 million from net insurance recoveries related to litigation costs incurred in prior periods.

Our operating activities generated net cash inflows of $183.8 million in 2025 and $31.4 million in 2024.

Outside of recurring operating activities, cash inflows in 2025 also included distribution of earnings from the secondary sale of equity in our DataBank portfolio company of $34.0 million and $22.2 million from net insurance recoveries related to litigation costs incurred in prior periods.

Investing Activities

Investing activities relate to general partner and general partner affiliate investments in sponsored funds, including drawdown of commitments and return of capital from realized fund investments.

Our investing activities generated net cash outflows of $68.5 million and $17.2 million in 2025 and 2024, respectively.

• In 2025, net cash outflows were driven by $73.6 million of fundings, net of distributions, for our general partner and general partner affiliate commitments in our sponsored funds and $32.6 million of investments warehoused for potential new products.

• Net cash outflows in 2024 were driven by $17.0 million of fundings, net of distributions, for our general partner and general partner affiliate commitments in our sponsored funds.

Investing activities relate largely to our consolidated liquid funds that invest in marketable equity securities, as well as our general partner and general partner affiliate investments in sponsored funds, including drawdown of commitments and return of capital from realized fund investments.

Our investing activities generated net cash outflows in 2025 and 2024.

• In 2025, net cash outflows of $97.5 million were driven by $102.1 million of fundings, net of distributions, for our general partner and general partner affiliate commitments in our sponsored funds and $37.9 million of investments warehoused for potential new products.

This was partially offset by return of capital of (i) $24.8 million from the secondary sale of equity in our DataBank portfolio company, (ii) $12.1 million from disposition and recapitalization of investments in our InfraBridge fund, (iii) $3.6 million from our CLO subordinated notes, and (iv) $3.3 million of net inflows from the investing activities of our consolidated liquid funds that hold marketable equity securities.

• Net cash outflows were lower in 2024 at $6.8 million, driven by $40.5 million of fundings, net of distributions, for our general partner and general partner affiliate commitments in our sponsored funds, that was largely offset by $35.0 million of net proceeds from sale of our non-core investments .

Financing Activities

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Financing activities generated net cash outflows in 2025 and 2024.

• In 2025, net cash outflows of $25.1 million were driven by common and preferred dividend payments of $32.8 million, partially offset by a follow-on investment of $14.2 million by limited partners in a consolidated single asset fund.

• Higher net cash outflows of $61.9 million in 2024 resulted from cash settlement of contingent consideration to Wafra of $17.5 million, $14.6 million of investor capital redeemed, net of contributions, in our consolidated liquid funds and $32.6 million of common and preferred dividend payments.

• In 2025, net cash outflows of $32.6 million were driven by common and preferred dividend payments of $49.3 million, partially offset by $21.6 million of capital contributions by limited partners in consolidated single asset funds.

• The higher net cash outflows of $77.8 million in 2024 resulted from (i) cash settlement of a contingent consideration to Wafra of $17.5 million, (ii) $14.6 million of investor capital redeemed, net of contributions, in our consolidated liquid funds, and (iii) $49.0 million of common and preferred dividend payments.

This was partially offset by a $6.1 million syndication of our interest in a consolidated fund, and a share of our commitments in DBP I funded by a third party participation interest.

Guarantees and Off-Balance Sheet Arrangements

We have no guarantees or off-balance sheet arrangements that we believe are reasonable likely to have a material effect on our financial condition.

We have no guarantees or off-balance sheet arrangements that we believe are reasonably likely to have a material effect on our financial position.

Critical Accounting Policies and Estimates

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What changed 10-Q

Item 2. Management’s Discussion and Analysis