What changed in this filing

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Item 1. Financial Statements

2024-11-08 compared with 2024-08-09 · 269 added, 255 removed, 796 unchanged (40% of the section changed)

2 unchanged sentences

(in thousands, except share amounts)

September 30,

Cash and cash equivalents

24 unchanged sentences

510,000,000 shares authorized;

60,405,928 issued and 53,471,354 outstanding as of June 30, 2024, and 59,340,269 issued and 57,622,895 outstanding as of December 31, 2023, respectively

61,357,766 issued and 53,813,892 outstanding as of September 30, 2024, and 59,340,269 issued and 57,622,895 outstanding as of December 31, 2023, respectively

Class B common stock, $ 0.001 par value;

180,000,000 shares authorized;

58,330,995 shares issued and 58,207,544 shares outstanding as of June 30, 2024, and 58,597,718 shares issued and 58,474,267 shares outstanding as of December 31, 2023, respectively

57,531,354 shares issued and 57,407,903 shares outstanding as of September 30, 2024, and 58,597,718 shares issued and 58,474,267 shares outstanding as of December 31, 2023, respectively

Treasury stock

7 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Management and advisory fees

14 unchanged sentences

Total other (expense)

Net income before income taxes

Net income/(loss) before income taxes

Income tax (expense)

net income attributable to noncontrolling interests in P10 Intermediate

NET INCOME ATTRIBUTABLE TO P10

Earnings per share

Basic earnings per share

Diluted earnings per share

NET INCOME/(LOSS)

net (income)/loss attributable to noncontrolling interests in P10 Intermediate

NET INCOME/(LOSS) ATTRIBUTABLE TO P10

Earnings/(loss) per share

Basic earnings/(loss) per share

Diluted earnings/(loss) per share

Weighted average shares outstanding, basic

29 unchanged sentences

Balance at June 30, 2023

Stock-based compensation

Issuance of restricted stock awards

Exchange of Class B common stock for Class A common stock

Exercise of stock options (net of tax and strike price)

Repurchase of common stock for employee tax witholding and exercised stock option strike price

Distributions to non-controlling interests, net

Dividends paid per share $ 0.03

Balance at September 30, 2023

The Notes to Consolidated Financial Statements are an integral part of these statements.

28 unchanged sentences

Balance at June 30, 2024

Stock-based compensation

Exchange of Class B common stock for Class A common stock

Exercise of stock options

Repurchase of common stock for employee tax witholding and strike price

Stock repurchase

Accrual for excise tax associated with stock repurchases

Distributions to non-controlling interests, net

Dividends declared

Dividends paid per share $ 0.04

Balance at September 30, 2024

The Notes to Consolidated Financial Statements are an integral part of these statements.

1 unchanged sentence

(Unaudited, in thousands)

For the Six Months

Ended June 30,

For the Nine Months

Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

Net income/(loss)

Adjustments to reconcile net income to net cash provided by operating

3 unchanged sentences

Amortization of debt issuance costs and debt discount

Income from unconsolidated subsidiaries

(Income)/loss from unconsolidated subsidiaries

Deferred tax expense

Loss on extinguishment of debt

Amortization of contingent payment to customers

9 unchanged sentences

Other liabilities

Contingent consideration

Deferred revenues

19 unchanged sentences

Distributions to non-controlling interests

Debt issuance costs

Net cash used in financing activities

5 unchanged sentences

(Unaudited, in thousands)

For the Six Months

Ended June 30,

For the Nine Months

Ended September 30,

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

39 unchanged sentences

Our headquarters are in Dallas, Texas.

On October 5, 2017, we closed on the acquisition of RCP Advisors 2, LLC ("RCP 2") and entered into a purchase agreement to acquire RCP Advisors 3, LLC ("RCP 3") in January 2018.

On October 5, 2017, we closed on the acquisition of RCP Advisors 2, LLC ("RCP 2") and entered into a purchase agreement to acquire RCP Advisors 3, LLC ("RCP 3", and collectively with RCP 2, "RCP") in January 2018.

On January 3, 2018, we closed on the acquisition of RCP 3.

9 unchanged sentences

On December 14, 2020, the Company completed the acquisition of 100 % of the equity interest in ECG, and a noncontrolling interest in Enhanced Capital Partners, LLC (“ECP”, and collectively with ECG, “Enhanced”).

Enhanced undertakes and manages equity and debt investments in impact initiatives across North America, targeting underserved areas

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

and other socially responsible end markets including renewable energy, historic building renovations, and affordable housing.

undertakes and manages equity and debt investments in impact initiatives across North America, targeting underserved areas and other socially responsible end markets including renewable energy, historic building renovations, and affordable housing.

ECP is a registered investment advisor with the United States Securities and Exchange Commission.

9 unchanged sentences

As a result of the acquisition, the WTI sellers obtained 3,916,666 membership units of P10 Intermediate, which can be exchanged into 3,916,666 shares of P10 Class A common stock.

As of June 30, 2024, no units have been exchanged into shares of P10 Class A common stock.

As of September 30, 2024, no units have been exchanged into shares of P10 Class A common stock.

The Company reports noncontrolling interests related to the partnership interests which are owned by the WTI sellers.

4 unchanged sentences

On February 27, 2024, the Board approved an additional $ 40.0 million to be used towards repurchases.

On August 6, 2024, the Board of Directors authorized an additional $ 12.0 million for repurchases under the Stock Repurchase Program.

These shares may be repurchased from time to time in the open market at prevailing market prices, in privately negotiated transactions, in block trades, in accordance with Rule 10b5-1 trading plans and/or through other legally permissible means.

As of June 30, 2024, $ 71.9 million has been spent to buy back shares under this program.

As of September 30, 2024, $ 78.1 million has been spent to buy back shares under this program.

On October 20, 2023, the Company had a transition of executives ("Executive Transition") and entered into an executive transition agreement with each of Mr.

7 unchanged sentences

Additionally, Mr.

Webb's Transition Agreement provides a one-year transition period to continue serving the Company in a mergers and acquisitions capacity.

Webb's Transition Agreement provided for a one-year transition period to continue serving the Company in a transitional capacity.

Effective October 23, 2023, the board of the Company appointed Luke A.

11 unchanged sentences

The associated expenses were recorded in compensation and benefits on the Consolidated Statements of Operations.

Webb's Transition Agreement terminated in accordance with its terms on October 23, 2024.

See Note 15 for further information.

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

Significant Accounting Policies

1 unchanged sentence

The accompanying Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

Management believes it has made all necessary adjustments so that

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

the Consolidated Financial Statements are presented fairly and that estimates made in preparing the Consolidated Financial Statements are reasonable and prudent.

Management believes it has made all necessary adjustments so that the Consolidated Financial Statements are presented fairly and that estimates made in preparing the Consolidated Financial Statements are reasonable and prudent.

The Consolidated Financial Statements include the accounts of the Company, its wholly owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model.

All intercompany transactions and balances have been eliminated upon consolidation.

The results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year ended December 31, 2024 .

The results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year ended December 31, 2024 .

Principles of Consolidation

20 unchanged sentences

The preparation of the Consolidated Financial Statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods.

Actual results could differ from those estimates.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

liabilities at the dates of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods.

Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents.

As of June 30, 2024, and December 31, 2023, cash equivalents include money market funds of $ 11.4 million and $ 11.1 million, respectively, which approximates fair value.

As of September 30, 2024, and December 31, 2023, cash equivalents include money market funds of $ 38.0 million and $ 11.1 million, respectively, which approximates fair value.

The Company maintains its cash balances at various financial institutions among multiple accounts, which may periodically exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limits.

3 unchanged sentences

Restricted Cash

Restricted cash as of June 30, 2024 and December 31, 2023 was primarily cash on deposit related to RCP's lease and cash on deposit from third parties related to pending tax credit projects.

There are deposit liabilities associated with restricted cash reported in other liabilities on the Consolidated Balance Sheets.

Restricted cash as of September 30, 2024 and December 31, 2023 was primarily cash on deposit related to RCP's lease and cash on deposit from third parties related to pending tax credit projects.

There are deposit liabilities associated with restricted cash related to the pending tax credit projects reported in other liabilities on the Consolidated Balance Sheets.

Accounts Receivable and Due from Related Parties

15 unchanged sentences

based on historical events, current conditions, and reasonable and supportable forecasts;

accordingly, no allowances have been established as of June 30, 2024 and December 31, 2023 .

accordingly, no allowances have been established as of September 30, 2024 and December 31, 2023 .

If accounts are subsequently determined to be uncollectible they will be expensed in the period that determination is made.

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

Prepaid Expenses and Other Assets

1 unchanged sentence

From time to time, there are also investments in allocable state tax credits on the Consolidated Balance Sheets due to timing differences associated with the purchase and sale of state tax credits in the tax credit finance business.

As of June 30, 2024 and December 31, 2023 , respectively, there is $ 0 and $ 9.6 million within prepaid expenses and other assets on the Consolidated Balance Sheets associated with allocable state tax credits purchases.

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

As of September 30, 2024 and December 31, 2023, respectively, there is $ 0 and $ 9.6 million within prepaid expenses and other assets on the Consolidated Balance Sheets associated with allocable state tax credits purchases.

Investment in Unconsolidated Subsidiaries

25 unchanged sentences

The Company’s leases primarily consist of operating leases for various office spaces.

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the leases.

The Company’s right-of-use assets and lease liabilities are recognized at lease commencement based on the present value of lease payments over the lease term.

The Company’s right-of-use assets and lease liabilities are recognized at lease commencement, which is when the Company obtains control of the asset, based on the present value of lease payments over the lease term.

Lease right-of-use assets include initial direct costs incurred by the Company and are presented net of deferred rent, lease incentives and certain other existing lease liabilities.

1 unchanged sentence

The Company’s lease terms may include options to extend or terminate the lease, and the Company would account for this when it is reasonably certain that the Company will exercise those options.

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

Lease expense is recognized on a straight-line basis over the lease term.

16 unchanged sentences

Goodwill is initially measured as the excess of the cost of the acquired business over the sum of the amounts assigned to identifiable assets acquired, less the liabilities assumed.

As of June 30, 2024, goodwill recorded on our Consolidated Balance Sheets relates to the acquisitions of RCP 2, RCP 3, Five Points, TrueBridge, Enhanced, Bonaccord, Hark, and WTI.

As of June 30, 2024, the intangible assets are comprised of indefinite-lived intangible assets and finite-lived intangible assets related to the acquisitions of RCP 2, RCP 3, Five Points, TrueBridge, Enhanced, Bonaccord, Hark, and WTI.

As of September 30, 2024, goodwill recorded on our Consolidated Balance Sheets relates to the acquisitions of RCP 2, RCP 3, Five Points, TrueBridge, Enhanced, Bonaccord, Hark, and WTI.

As of September 30, 2024, the intangible assets are comprised of indefinite-lived intangible assets and finite-lived intangible assets related to the acquisitions of RCP 2, RCP 3, Five Points, TrueBridge, Enhanced, Bonaccord, Hark, and WTI.

Indefinite-lived intangible assets and goodwill are not amortized.

7 unchanged sentences

If it is determined that it is more likely than not that an asset's or reporting unit’s fair value is less than its carrying value, then the Company will determine the fair value of the reporting unit or asset and record an impairment charge for the difference between fair value and carrying value (not to exceed the carrying amount of goodwill or indefinite lived intangible) .

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

Contingent Consideration

1 unchanged sentence

The liabilities are remeasured at fair value on each reporting date, with changes in the fair value reflected in operating expenses on our Consolidated Statements of Operations.

As of June 30, 2024 and December 31, 2023 , the contingent consideration is related to the acquisition of Bonaccord on the Consolidated Balance Sheets.

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

As of September 30, 2024 and December 31, 2023 , the contingent consideration on the Consolidated Balance Sheets is related to the acquisition of Bonaccord.

Accrued Compensation and Benefits

3 unchanged sentences

Upon the achievement of $ 20.0 million, $ 22.5 million, and $ 25.0 million of EBITDA, $ 35.0 million, $ 17.5 million, and $ 17.5 million are earned, respectively.

The earnout period is through December 31, 2027 with the potential to extend an additional two years.

The earnout period is through December 31, 2027.

Refer to Note 13 for further information.

13 unchanged sentences

We use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs when determining fair value and then we rank the estimated values based on the reliability of the inputs used following the fair value hierarchy set forth by the FASB.

As of June 30, 2024 and December 31, 2023, we used the following valuation techniques to measure fair value for assets and there were no changes to these methodologies during the periods presented:

As of September 30, 2024 and December 31, 2023, we used the following valuation techniques to measure fair value for assets and there were no changes to these methodologies during the periods presented:

Level 1—Assets were valued using the closing price reported in the active market in which the individual security was traded.

1 unchanged sentence

Level 3—Assets were valued using unobservable inputs in which little or no market data exists as reported by the respective institutions at the measurement date.

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

The carrying values of financial instruments comprising cash and cash equivalents, restricted cash, prepaid assets, accounts payable, accounts receivable, and due from related parties receivables excluding the receivables from the Advisory Agreements approximate fair values due to the short-term maturities of these instruments.

2 unchanged sentences

The Company estimates the fair value of the due from related parties associated with the Advisory Agreements based on the current expectation of payments.

If the payments are not expected to be made on a short-term basis, the fair value is estimated using level three inputs and a discounted cash flow.

See Note 12 for

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

further details.

The Company has a contingent consideration liability related to the acquisition of Bonaccord that is measured at fair value and is remeasured on a recurring basis.

The Company also had a contingent consideration liability related to the acquisition of Hark, which was paid in full on July 27, 2023.

If the payments are not expected to be made on a short-term basis, the fair value is estimated using level three inputs and a discounted cash flow model.

See Note 12 for further details.

The Company has a contingent consideration liability related to the acquisition of Bonaccord that is measured at fair value using level three inputs and a discounted cash flow model.

As of September 30, 2024, the contingent consideration is considered fully earned and payment is expected to be made in early 2025 so the value is carried at the full balance of unpaid contingent consideration and is no longer subject to fair value measurements.

The Company also had a contingent consideration liability related to the acquisition of Hark, that was valued using level three inputs and a discounted cash flows model, which was paid in in full on July 23, 2023.

As a result of the settlement of the contingent consideration, no value is recorded as of December 31, 2023 and September 30, 2024.

See Note 10 for additional information.

18 unchanged sentences

The Company is applying the optional disclosure exemption for variable consideration for unsatisfied performance obligations, as the variable consideration relates to these unsatisfied performance obligations being fulfilled as a series.

The performance obligations related to these contracts are expected to be satisfied over the next 1 - 10 years as services are provided to the customer.

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

performance obligations related to these contracts are expected to be satisfied over the next 1 - 10 years as services are provided to the customer.

Catch-up fees are earned from investors that make commitments to the fund after the first fund closing occurs during the fundraising period of funds originally launched in prior periods, and as such the investors are required to pay a catch-up fee as if they had committed to the fund at the first closing.

1 unchanged sentence

Other Revenue

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

Other revenue on our Consolidated Statements of Operations primarily consists of subscriptions, consulting agreements, interest income, and referral fees.

23 unchanged sentences

Stock-based compensation relates to grants for shares of P10 awarded to our employees through stock options as well as RSUs awarded to employees and RSAs issued to non-employee directors as compensation for service on the Company's board.

Stock compensation expense for awards that cliff-vest after a service period is recorded ratably over the vesting period at the fair market value on the grant date.

Stock compensation expense for awards that cliff-vest after a service period is recorded ratably over the vesting period

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

at the fair market value on the grant date.

For awards with graded-vesting, and vesting only requires a service condition, the Company elected, in accordance with ASC 718, Compensation - Stock Compensation ("ASC 718"), to treat these awards as single awards for recognition purposes and recognize compensation on a straight-line basis over the requisite service period of the entire award.

For awards with graded vesting and require either a performance condition or market condition to vest, the Company treats each expected vesting tranche as an individual award and recognizes expense ratably over the vesting period at the fair market value on the grant date.

For awards with graded vesting and require a market condition to vest, the Company treats each expected vesting tranche as an individual award and recognizes expense ratably over the vesting period at the fair market value on the grant date.

Certain acquisition-related RSUs vest after meeting certain performance metrics.

4 unchanged sentences

Forfeitures are recognized as they occur .

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

Segment Reporting

23 unchanged sentences

Dividends are reflected in the consolidated financial statements when declared.

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

Recent Accounting Pronouncements

5 unchanged sentences

The adoption of ASU 2022-03 did not have a material impact on the Company's Consolidated Financial Statements.

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

Pronouncements Not Yet Adopted

3 unchanged sentences

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

We will adopt the standard in our financial statements for the fiscal year ending December 31, 2024 and the Company expects to expand its segment disclosures.

The Company will adopt the standard in its financial statements for the fiscal year ending December 31, 2024 and the Company expects to expand its segment disclosures.

On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures ("ASU 2023-09") to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid.

ASU 2023-09 is effective for our annual periods beginning January 1, 2025.

We are evaluating the effects of these amendments on our financial reporting.

The Company is evaluating the effects of these amendments on its financial reporting.

The following presents revenues disaggregated by product offering:

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Management fees

7 unchanged sentences

Net management fee earnings the third-party has the right to receive is based on the total capital committed.

For the three and six months ended June 30, 2024 , the strategic alliance expense reported was $ 0.9 million and $ 1.5 million, respectively.

For the three and six months ended June 30, 2023 , the strategic alliance expense reported was $ 0.4 million and $ 0.8 million, respectively.

For the three and nine months ended September 30, 2024 , the strategic alliance expense reported was $ 0.6 million and $ 2.2 million, respectively.

For the three and nine months ended September 30, 2023 , the strategic alliance expense reported was $ 0.3 million and $ 1.1 million, respectively.

This is reported on the Consolidated Statements of Operatio ns as strategic alliance expense in operating expenses.

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

Within 60 days following the final closing of the next fund, Bonaccord Fund II ("Fund II"), the third-party has the opportunity to acquire, at the price at the time of the original acquisition, equity interests in Bonaccord based on the amount of commitment made.

1 unchanged sentence

The third party would be entitled to receive distributions of net management fee earnings by the percentage acquired, retroactive to the date of the first close in Fund II.

The maximum commitment requirement has been met as of June 30, 2024 .

The maximum commitment requirement has been met as of September 30, 2024 .

Fund II has not yet reached the final close, but the Company believes it is probable that the third-party will exercise the option to acquire equity in Bonaccord and has begun to accrue an additional 5 % of net management fee earnings, which is included in the strategic alliance expense.

1 unchanged sentence

Similar terms apply for Bonaccord Fund III ("Fund III") with the exception that the third-party can acquire 9.8 basis points for every $ 5.0 million committed up to 4.9 %.

This commitment has not yet been met as of June 30, 2024 as Fund III

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

has not yet started raising capital and as such, there is no impact to the consolidated financial statements.

This commitment has not yet been met as of September 30, 2024 as Fund III has not yet started raising capital and as such, there is no impact to the consolidated financial statements.

If commitment conditions to funds subsequent to Funds II and III are not satisfied, then within 60 days of the final closing of such subsequent fund giving rise to the condition not being satisfied, the Company may elect to repurchase the equity granted to the third-party.

3 unchanged sentences

The first is an Advance Agreement and Secured Promissory Note that was executed on September 30, 2021 between the Company and BCP to lend funds to certain employees to be used to pay general partner commitments to certain funds managed by Bonaccord.

This agreement provides for a note to BCP for $ 5.0 million, of which $ 4.9 million was drawn as of June 30, 2024 with a maturity date of September 30, 2031 .

This agreement provides for a note to BCP for $ 5.0 million, of which $ 5.0 million was drawn as of September 30, 2024 with a maturity date of September 30, 2031 .

The note will earn interest at the greater of (i) the applicable federal rate that must be charged to avoid imputation of interest under Section 1274(d) of the U.S.

4 unchanged sentences

The second consists of Secured Promissory Notes that were executed on October 13, 2023 between the Company and certain employees of Bonaccord to lend funds to be used to pay general partner commitments to certain funds managed by Bonaccord.

The notes provided $ 1.0 million of cash, in aggregate, to certain employees and is collateralized by such employees' privately owned shares of the Company.

The notes provided $ 1.0 million of cash, in aggregate, to certain employees and are collateralized by such employees' privately owned shares of the Company.

The term of the additional notes is five years , maturing on October 13, 2028 with all principal due at maturity.

The notes will accrue interest at SOFR plus 2.10% and is payable annually in arrears.

As of June 30, 2024 and December 31, 2023, the notes receivable balance associated with these notes was $ 5.9 million and $ 5.8 million, respectively.

The Company recognized interest income of $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2024 , respectively, and $ 0.1 million and $ 0.1 million for the three and six months ended June 30, 2023 , respectively.

The notes accrue interest at SOFR plus 2.10% and are payable annually in arrears.

As of September 30, 2024 and December 31, 2023, the notes receivable balance associated with these notes was $ 6.0 million and $ 5.8 million, respectively.

The Company recognized interest income of $ 0.1 million and $ 0.3 million for the three and nine months ended September 30, 2024 , respectively, and $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2023 , respectively.

Variable Interest Entities

1 unchanged sentence

VIEs consist of certain operating entities not wholly owned by the Company and include P10 Intermediate, Holdco, RCP 2, RCP 3, TrueBridge, Hark, Bonaccord, and WTI.

The assets of the consolidated VIEs totaled $ 559.6 million and $ 579.4 million as of June 30, 2024 and December 31, 2023 , respectively.

The liabilities of the consolidated VIEs totaled $ 414.6 million and $ 397.6 million as of June 30, 2024 and December 31, 2023, respectively.

The assets of the consolidated VIEs totaled $ 581.2 million and $ 579.4 million as of September 30, 2024 and December 31, 2023 , respectively.

The liabilities of the consolidated VIEs totaled $ 454.8 million and $ 397.6 million as of September 30, 2024 and December 31, 2023, respectively.

The assets of our consolidated VIEs are owned by those entities and not generally available to satisfy P10’s obligations.

With the exception of the Credit Facility, the liabilities of our consolidated VIEs are obligations of those entities and their creditors do not generally have recourse to the assets of P10.

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

Unconsolidated VIEs

6 unchanged sentences

The Company, therefore, suspended the use of the equity method of accounting because the Company has no guaranteed obligations or commitments to provide financial support to the investee.

As of June 30, 2024, investment in unconsolidated subsidiaries totaled $ 2.5 million, of which $ 0.9 million related to RCP's investment in a privately held investment manager, $ 1.7 million related to ECG’s asset management businesses, and

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

$ 0 related to ECG’s tax credit finance businesses.

As of September 30, 2024, investment in unconsolidated subsidiaries totaled $ 2.6 million, of which $ 0.9 million related to RCP's investment in a privately held investment manager, $ 1.7 million related to ECG’s asset management businesses, and $ 0 related to ECG’s tax credit finance businesses.

As of December 31, 2023 , investment in unconsolidated subsidiaries totaled $ 1.7 million, of which $ 0 related to RCP's investment in a privately held investment manager, $ 1.7 million related to ECG’s asset management businesses, and $ 0 related to ECG’s tax credit finance businesses.

1 unchanged sentence

Property and equipment consist of the following:

As of June 30,

As of September 30,

As of December 31,

5 unchanged sentences

Goodwill and Intangibles

Changes in goodwill for the six months ended June 30, 2024 are as follows:

Changes in goodwill for the nine months ended September 30, 2024 are as follows:

Balance at December 31, 2023

Increase from acquisitions

Balance at June 30, 2024

Balance at September 30, 2024

Intangibles consists of the following:

As of June 30, 2024

As of September 30, 2024

Gross Carrying

5 unchanged sentences

Total intangible assets

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

As of December 31, 2023

6 unchanged sentences

Total intangible assets

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

Management and advisory contracts and finite lived trade names are amortized over 7 - 16 years and are being amortized in line in which the economic benefits that are expected to occur.

Management and advisory contracts and finite lived trade names are amortized over 7 - 16 years and are being amortized in line with the economic benefits that are expected to occur.

Technology is amortized on a straight-line basis over 4 years.

5 unchanged sentences

Our financial instruments not recognized at fair value were as follows:

As of June 30,

As of September 30, 2024

As of December 31, 2023

4 unchanged sentences

Debt Obligations

As of June 30, 2024 and December 31, 2023, debt obligations' carrying value approximates fair value.

As of September 30, 2024 and December 31, 2023, debt obligations' carrying value approximates fair value due to the recent market transaction executed and the variable rate feature of these obligations.

Earnouts associated with the acquisitions of Bonaccord and Hark

Included in total consideration of the acquisition of Bonaccord is an earnout payment not to exceed $ 20 million.

The amount ultimately owed to the sellers is based on achieving specific fundraising targets and any amounts paid to the sellers will be paid by October 2027, at which point the earnout expires.

The amount ultimately owed to the sellers is based on achieving specific fundraising targets and any amounts paid to the sellers is required to be paid by October 2027, at which point the earnout expires.

Payments are made after each close.

As of June 30, 2024, $ 14.4 million has been paid in total contingent consideration associated with the earnout, of which $ 1.2 million was paid in the six months ended June 30, 2024.

Total remeasurement expense recognized for the three and six months ended June 30, 2024 wa s $ 0.1 million an d $ 0.1 million, respectively.

Total remeasurement expense recognized for the three and six months ended June 30, 2023 was $ 0.1 million and $ 0.5 million, respectively.

As of September 30, 2024 , Bonaccord met the fundraising targets and the Company is responsible to pay the sellers the remaining $ 4.3 million of the earnout, which is expected to be paid by the end of the first quarter of 2025.

The Company has paid $ 15.7 million since inception, of which $ 2.6 million was paid in the nine months ended September 30, 2024.

Total remeasurement expense recognized for the three and nine months ended September 30, 2024 wa s $ 0.1 million an d $ 0.2 million, respectively.

Total remeasurement expense recognized for the three and nine months ended September 30, 2023 was $ 0.1 million and $ 0.5 million, respectively.

This is included in contingent consideration expense on the Consolidated Statements of Operations.

The Company's contingent consideration is considered to be a Level 3 fair value measurement as the significant inputs are unobservable and require signific ant judgment or estimation.

The remainder of the earnout is highly probable to be achieved given the fundraising amount to date and projected fundraising should satisfy the targets.

As of June 30, 2024 , the estimated fair value of the remaining contingent consideration totaled $ 5.6 million.

Following June 30, 2024, the Company has paid $ 1.3 million towards the remaining contingent consideration.

Included in the total consideration of the acquisition of Hark is an earnout not to exceed $ 5.4 million.

Total remeasurement expense recognized for the three and six months ended June 30, 2024 totaled $ 0 and $ 0 , respectively.

Total remeasurement expense recognized for the three and six months ended June 30, 2023 , respectively, totaled $ 0 and $ 0.1 million, which was included in contingent consideration expense on the Consolidated Statements of Operations.

The entirety of the Hark contingent consideration of $ 5.4 million was paid during the year ended December 31, 2023.

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

of September 30, 2024, all contingent consideration for the acquisitions of Hark and Bonaccord are considered fully earned.

As a result, the liability transfers out of Level 3 fair value measurement as the liability is recorded at cost at the known payment amount.

Until considered fully earned, the Company's contingent consideration was considered to be a Level 3 fair value measurement as the significant inputs are unobservable and require significant judgment or estimation.

Following September 30, 2024 , the Company has paid $ 2.1 million towards the remaining contingent consideration.

Included in the total consideration of the acquisition of Hark is an earnout not to exceed $ 5.4 million.

Total remeasurement expense recognized for the three and nine months ended September 30, 2024 totaled $ 0 and $ 0 , respectively.

Total remeasurement expense recognized for the three and nine months ended September 30, 2023 , respectively, totaled $ 0 and $ 0.1 million, which was included in contingent consideration expense on the Consolidated Statements of Operations.

The entirety of the Hark contingent consideration of $ 5.4 million was paid during the year ended December 31, 2023.

The following tables provide details regarding the classification of these liabilities within the fair value hierarchy as of the dates presented:

As of June 30,

Contingent consideration obligation

Total liabilities

As of December 31, 2023

1 unchanged sentence

Total liabilities

For the liabilities presented in the tables above, there were no changes in fair value hierarchy levels during the six months ended June 30, 2024 and December 31, 2023.

For the liabilities presented in the tables above, there were no changes in fair value hierarchy levels during the nine months ended September 30, 2024 and December 31, 2023.

The changes in the fair value of Level III financial instruments are set forth below:

Contingent Consideration Liability

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Balance, beginning of year:

Change in fair value

Transfers out of level 3 measurement

Balance, end of period:

The fair value of the contingent consideration liability represents the fair value of future payments upon satisfaction of performance targets.

Until transferred out of Level 3 fair value measurement, t he fair value of the contingent consideration liability represents the fair value of future payments upon satisfaction of performance targets.

The assumptions used in the analysis are inherently subjective;

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Changes in the fair value of the liability are included in contingent consideration expense on the Consolidated Statements of Operations.

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

Debt Obligations

Debt obligations consists of the following:

September 30,

Revolver facility

4 unchanged sentences

Total debt obligations, net

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

June 30, 2024

September 30, 2024

Principal Amount

Rate Expiration Date

Revolver Facility

Revolving Credit Facility and Term Loan

On December 22, 2021, the Company entered into a new credit agreement (the "Credit Agreement") with JPMorgan, in its capacity as administrative agent and collateral agent, and Texas Capital Bank, as joint lead arrangers and joint bookrunners, and the other loan parties party thereto.

On December 22, 2021, the Company entered into a credit agreement (the "Credit Agreement") with JPMorgan, in its capacity as administrative agent and collateral agent, and Texas Capital Bank, as joint lead arrangers and joint bookrunners, and the other loan parties party thereto.

The Credit Agreement consists of two facilities.

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In October 2022, the accordion feature was exercised with a split of $ 87.5 million worth of term loan and $ 37.5 million of revolver .

Both facilities are "Term SOFR Loans" meaning loans bearing interest based upon the "Adjusted Term SOFR Rate".

On August 1, 2024, the Company entered into a restatement agreement, which amends and restates the Credit Agreement (the "Amended and Restated Credit Agreement").

The Amended and Restated Credit Agreement provides for a new senior secured revolving credit facility in the amount of $ 175 million, with a $ 10 million sublimit for the issuance of letters of credit (the "New Revolving Facility"), and a new senior secured term loan facility in the amount of $ 325 million (the "New Term Loan" and, together with the New Revolving Facility, the "New Credit Facilities").

The New Credit Facilities were to be used to refinance and replace the credit facilities under the Credit Agreement and for general corporate purposes, including acquisitions.

The New Credit Facilities are "Term SOFR Loans" meaning loans bearing interest based upon the "Adjusted Term SOFR Rate".

The Adjusted Term SOFR Rate is the Secured Overnight Financing Rate ("SOFR") at the date of election, plus 2.60 %.

The Company can elect one or three months for the Revolver Facility and three or six months for the Term Loan.

Principal for the Term Loan is contractually repaid at a rate of 1.25 % on the term loan quarterly effective March 31, 2023.

The Revolving Credit Facility has no contractual principal repayments until maturity, which is December 22, 2025 for both facilities.

Certain P10 subsidiaries are encumbered by this debt agreement.

The Credit Agreement contains affirmative and negative covenants typical of such financing transactions, and specific financial covenants which require P10 to maintain a minimum leverage ratio.

As of June 30, 2024, P10 was in compliance with its financial and other covenants required under the facility.

For the three and six months ended June 30, 2024, $ 5.8 million and $ 11.2 million of interest expense was incurred, respectively.

For the three and six months ended June 30, 2023 , $ 5.0 million and $ 9.9 million of interest expense was incurred, respectively.

Future principal maturities of debt as of June 30, 2024 are as follows:

The Company can elect one or three months for the New Revolver Facility and one, three, or six months for the New Term Loan, which the Company elected a six month SOFR rate on the New Term Loan.

Principal for the New Term Loan is contractually repaid at a rate of 1.25 % on the New Term Loan quarterly effective December 31, 2025.

The New Revolving Credit Facility has no contractual principal repayments until maturity, which is August 1, 2028 for both facilities.

The New Credit Facilities are guaranteed by the Company's subsidiaries, subject to customary exceptions, and are secured by liens on substantially all assets of the Company, P10 Intermediate and the Company's guarantor subsidiaries, subject to customary exceptions.

The Amended and Restated Credit Agreement contains affirmative and negative covenants typical of such financing transactions, and specific financial covenants which require P10 to maintain a minimum leverage ratio.

As of September 30, 2024, P10 was in compliance with its financial and other covenants required under the facility.

For the three and nine months ended September 30, 2024, $ 6.3 million and $ 17.5 million of interest expense was incurred, respectively.

For the three and nine months ended September 30, 2023 , $ 5.1 million and $ 15.0 million of interest expense was incurred, respectively.

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

Future principal maturities of debt as of September 30, 2024 are as follows:

Related Party Transactions

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In the fourth quarter of 2022, the Company sublet an additional amount of office space in the corporate headquarters.

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

contributed an additional $ 3.4 thousand monthly.

P10 has paid $ 0.1 million and $ 0.1 million in rent to 210 Capital, LLC for the three and six months ended June 30, 2024 , respectively, and $ 0.1 million and $ 0.1 million for the three and six months ended June 30, 2023, respectively.

This contributed an additional $ 3.4 thousand monthly.

P10 has paid $ 0.1 million and $ 0.2 million in rent to 210 Capital, LLC for the three and nine months ended September 30, 2024 , respectively, and $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2023, respectively.

As described in Note 1, through its subsidiaries, the Company serves as the investment manager to the Funds.

Certain expenses incurred by the Funds are paid upfront and are reimbursed from the Funds as permissible per fund agreements.

As of June 30, 2024, the total accounts receivable from the Funds totaled $ 24.6 million , of which $ 8.4 million related to reimbursable expenses and $ 16.2 million related to fees earned but not yet received.

As of September 30, 2024, the total accounts receivable from the Funds totaled $ 25.2 million , of which $ 9.1 million related to reimbursable expenses and $ 16.1 million related to fees earned but not yet received.

As of December 31, 2023 , the total accounts receivable from the Funds totaled $ 18.9 million, of which $ 5.5 million related to reimbursable expenses and $ 13.4 million related to fees earned but not yet received.

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The Company allocates a portion of the consideration received under this arrangement to a financing component when it determines that a significant financing component exists.

As of June 30, 2024, one of the Company's contracts with Enhanced PC contained a significant financing component, as a result of the Company's expectation that the period between services being provided and cash collection will exceed one year.

Interest income related to the identified significant financing component was $ 5.0 thousand and $ 5.6 thousand for the three and six months ended June 30, 2024, respectively.

No significant financing components were identified for the three and six months ended June 30, 2023.

As of June 30, 2024, the total advisory fees are $ 110.1 million over ten years .

As of September 30, 2024, certain of the Company's contracts with Enhanced PC contained a significant financing component, as a result of the Company's expectation that the period between services being provided and cash collection will exceed one year.

Interest income related to the identified significant financing component was $ 12.5 thousand and $ 18.1 thousand for the three and nine months ended September 30, 2024 , respectively.

No significant financing components were identified for the three and nine months ended September 30, 2023.

As of September 30, 2024, the total advisory fees are $ 115.1 million over ten years .

These agreements are subject to customary termination provisions.

Since inception, $ 74.8 million of the total $ 115.1 million advisory fees have been recognized as revenue.

There was $ 39.7 million in remaining performance obligations related to these agreements, which will be recognized between July 1, 2024 and December 31, 2031.

For the three and six months ended June 30, 2024, advisory fees earned or recognized under these agreements were $ 4.2 million and $ 8.4 million, respectively, and $ 5.3 million and $ 10.2 million for the three and six months ended June 30, 2023 , respectively, and is reported in management and advisory fees on the Consolidated Statements of Operations.

There wa s $ 40.3 million in remaining performance obligations related to these agreements, which will be recognized between July 1, 2024 and December 31, 2031.

For the three and nine months ended September 30, 2024, advisory fees earned or recognized under these agreements were $ 4.4 million and $ 12.8 million, respectively, and $ 5.3 million and $ 15.5 million for the three and nine months ended September 30, 2023 , respectively, and is reported in management and advisory fees on the Consolidated Statements of Operations.

The Company invoices Enhanced PC quarterly in arrears and earns interest on balances not paid within 30 days.

Revenues from interest were $ 0.3 million and $ 0.5 million for the three and six months ended June 30, 2024 , respectively, and $ 0.1 million and $ 0.3 million for the three and six months ended June 30, 2023, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

As of June 30, 2024 and December 31, 2023 , the associated receivable was $ 56.9 million and $ 48.5 million, respectively, and is included in due from related parties on the Consolidated Balance Sheets.

Revenues from interest were $ 0.3 million and $ 0.8 million for the three and nine months ended September 30, 2024 , respectively, and $ 0.2 million and $ 0.5 million for the three and nine months ended September 30, 2023, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

As of September 30, 2024 and December 31, 2023 , the associated receivable was $ 61.3 million and $ 48.5 million, respectively, and is included in due from related parties on the Consolidated Balance Sheets.

Payment is expected to be collected as the permanent capital subsidiaries complete and liquidate multi-year projects covered under this agreement.

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

Upon the closing of the Company’s acquisition of ECG and ECP, the Administrative Services Agreement between ECG and Enhanced Capital Holdings, Inc.

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The invoice associated with this agreement is paid quarterly in arrears and subject to 5 % of interest per annum.

The Company recognized $ 3.2 million and $ 6.4 million for the three and six months ended June 30, 2024 , respectively, and $ 3.0 million and $ 6.2 million for the three and six months ended June 30, 2023, respectively, related to this agreement within compensation and benefits on the Consolidated Statements of Operations.

As of June 30, 2024 and December 31, 2023 , the associated accrual was $ 1.0 million and $ 2.1 million, respectively, and is included in due to related parties on the Consolidated Balance Sheets.

The Company recognized $ 3.8 million and $ 10.2 million for the three and nine months ended September 30, 2024 , respectively, and $ 3.1 million and $ 9.3 million for the three and nine months ended September 30, 2023, respectively, related to this agreement within compensation and benefits on the Consolidated Statements of Operations.

As of September 30, 2024 and December 31, 2023 , the associated accrual was $ 1.7 million and $ 2.1 million, respectively, and is included in due to related parties on the Consolidated Balance Sheets.

On September 10, 2021, Enhanced entered into a strategic partnership with Crossroads Impact Corp ("Crossroads"), the parent company of Capital Plus Financial ("CPF"), a leading certified development financial institution.

1 unchanged sentence

The loans will be held by CPF and CPF will pay an advisory fee to Enhanced.

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

On July 6, 2022, Crossroads entered into the Advisory Agreement (the "Crossroads Advisory Agreement") with ECG.

The Crossroads Advisory Agreement provides for ECG to receive a services fee of approximately 1.5 % per year of the capital deployed by Crossroads under the Crossroads Advisory Agreement ( 0.375 % quarterly) and an incentive fee of 15 % over a 7 % hurdle rate.

In relation to the strategic partnership with Crossroads effective September 10, 2021 and the Crossroads Advisory Agreement, t he Company recognized $ 2.1 million and $ 4.3 million for the three and six months ended June 30, 2024 , respectively, and $ 2.6 million and $ 5.0 million for the three and six months ended June 30, 2023, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

On July 6, 2022, certain funds managed by the Company purchased 4,646,840 shares of Crossroads common stock at $ 10.76 per shares, for an aggregate amount of approximately $ 50 million.

In relation to the strategic partnership with Crossroads effective September 10, 2021 and the Crossroads Advisory Agreement, t he Company recognized $ 6.2 million and $ 10.5 million for the three and nine months ended September 30, 2024 , respectively, and $ 1.6 million and $ 6.6 million for the three and nine months ended September 30, 2023, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

On July 6, 2022, certain funds managed by the Company purchased 4,646,840 shares of Crossroads common stock at $ 10.76 per share, for an aggregate amount of approximately $ 50 million.

On August 1, 2022, an additional purchase of 1,394,052 shares of Crossroads common stock at $ 10.76 per share occurred.

The funds managed by the Company do not have the ability to change the investment strategy of Crossroads.

Two members of the Board of Directors of the Company, including the Vice-Executive Chairman, are directors of Crossroads and have recused themselves from any decisions related to Crossroads or CPF .

The Company recognizes an annual fee from the funds of $ 20 thousand of which $ 5 thousand and $ 10 thousand has been recognized for the three and six months ended June 30, 2024 , respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

The Company recognized $ 5 thousand and $ 10 thousand for the three and six months ended June 30, 2023, respectively.

Two members of the Board of Directors of the Company are directors of Crossroads and have recused themselves from any decisions related to Crossroads or CPF .

The Company recognizes an annual fee from the funds of $ 20 thousand of which $ 5 thousand and $ 15 thousand has been recognized for the three and nine months ended September 30, 2024 , respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

The Company recognized $ 5 thousand and $ 15 thousand for the three and nine months ended September 30, 2023, respectively.

Upon the closing of the Bonaccord acquisition on September 30, 2021, an Advance Agreement and Secured Promissory Note was signed with BCP, an entity that was formed by employees of the Company.

5 unchanged sentences

These lease agreements provide for various renewal options.

Rent expense for the various leased office space and equipment was approximately $ 1.1 million and $ 2.1 million for the three and six months ended June 30, 2024, respectively, and $ 1.1 million and $ 1.9 million for the three and six months ended June 30, 2023, respectively.

Rent expense for the various leased office space and equipment was approximately $ 1.1 million and $ 3.2 million for the three and nine months ended September 30, 2024, respectively, and $ 1.0 million and $ 2.9 million for the three and nine months ended September 30, 2023, respectively.

The Company leases an insignificant amount of office equipment under non-cancelable financing leases, with the longest lease expiring in 2028.

1 unchanged sentence

Amortization and interest expense for the finance leased equipment is included in general, administrative, and other in the Consolidated Statements of Operations.

The following table presents information regarding the Company’s operating leases as of June 30, 2024:

The following table presents information regarding the Company’s operating leases as of September 30, 2024:

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

Operating lease right-of-use assets

Operating lease liabilities

Cash paid during six months ended June 30, 2024 for operating lease liabilities

Cash paid during nine months ended September 30, 2024 for operating lease liabilities

Weighted-average remaining lease term (in years)

Weighted-average discount rate

The future contractual lease payments as of June 30, 2024 are as follows:

The future contractual lease payments as of September 30, 2024 are as follows:

Total undiscounted lease payments

1 unchanged sentence

Total operating lease liabilities

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

Earnout Payment

4 unchanged sentences

Payments will be made in cash, with the option to pay up to 50.0 % in units of P10 Intermediate, no later than 90 days following the last day of the calendar quarter in which a milestone payment is achieved.

Total payments will not exceed $ 70.0 million and any amounts paid will be paid by October 2027, at which point the earnout has the potential to extend an additional two years.

Total payments will not exceed $ 70.0 million and any amounts paid will be paid by October 2027.

The Company will evaluate whether each earn-out hurdle is probable of occurring and recognize an expense over the period the hurdle is expected to be achieved.

As of June 30, 2024, the Company has determined that only the first two EBITDA hurdles are probable of being achieved.

For the three and six months ended June 30, 2024 , $ 3.1 million and $ 6.1 million of expense, respectively, was recognized and for the three and six months ended June 30, 2023 , $ 5.9 million and $ 11.8 million was recognized, respectively, which is included in compensation and benefits in the Consolidated Statements of Operations.

As of June 30, 2024 and December 31, 2023, the balance was $ 32.3 million and $ 26.2 million, respectively, which is included in accrued compensation and benefits in the Consolidated Balance Sheets.

As of September 30, 2024, the Company has determined that only the first two EBITDA hurdles are probable of being achieved.

For the three and nine months ended September 30, 2024, $ 3.1 million and $ 9.2 million of expense, respectively, was recognized and for the three and nine months ended September 30, 2023 , $ 6.0 million and $ 17.9 million was recognized, respectively, which is included in compensation and benefits in the Consolidated Statements of Operations.

As of September 30, 2024 and December 31, 2023, the balance was $ 35.4 million and $ 26.2 million, respectively, which is included in accrued compensation and benefits in the Consolidated Balance Sheets.

No payments have been made on the earnout.

4 unchanged sentences

Total payment will not exceed $ 10.0 million and any amounts will be paid in October 2027, the fifth anniversary of the effective date.

For the three and six months ended June 30, 2024, the Company recognized $ 0.5 million and $ 1.0 million of expense , respectively, and for the three and six months ended June 30, 2023 , $ 0.5 million and $ 1.0 million was recognized, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations.

As of June 30, 2024 and December 31, 2023, the balance was $ 3.4 million and $ 2.4 million, respectively, and is included in accrued compensation and benefits in the Consolidated Balance Sheets.

For the three and nine months ended September 30, 2024, the Company recognized $ 0.5 million and $ 1.5 million of expense , respectively, and for the three and nine months ended September 30, 2023 , $ 0.5 million and $ 1.5 million was recognized, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations.

As of September 30, 2024 and December 31, 2023, the balance was $ 3.9 million and $ 2.4 million, respectively, and is included in accrued compensation and benefits in the Consolidated Balance Sheets.

Revenue Share Arrangement

The Company recognizes accrued contingent liabilities and contingent payments to customers assets in the Consolidated Balance Sheets for agreements that exist between ECG and third party customers.

The agreements require ECG to share in certain revenues earned with the third parties and also include an option for the third parties to sell back the revenue share to ECG at a set multiple.

The agreements require ECG to share in certain revenues earned with the third parties and also include an option for the third parties to sell back the

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

revenue share to ECG at a set multiple.

Additionally, ECG holds the option to buy back 50% of the revenue share at a set multiple.

1 unchanged sentence

The Company’s contingent liabilities and corresponding contingent payments to customers are recognized once determined to be probable and estimable.

The contingent payments to customers are amortized and recorded within management and advisory fees on the Consolidated Statements of Operations over the revenue share agreements.

As of June 30, 2024, the Company has determined that the put options are probable of being exercised and have accrued estimated contingent liabilities and contingent payments to customers.

As of June 30, 2024 and December 31, 2023, the associated liabilities were $ 16.2 million and $ 16.2 million, respectively, and are included in accrued contingent liabilities on the Consolidated Balance Sheets.

The associated contingent payments to customers assets were $ 13.2 million and $ 14.0 million as of June 30, 2024 and December 31, 2023 , respectively.

The Company recognized $ 0.3 million and $ 0.7 million of amortization of contingent payments to customers for the three and six months ended June 30, 2024 , respectively, and $ 0.6 million and $ 0.2 million of amortization of contingent payments to customers for the three and six months ended June 30, 2023, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

The contingent payments to customers are amortized and recorded within management and advisory fees on the Consolidated Statements of Operations over the term of the revenue share agreements.

As of September 30, 2024, the Company has determined that the put options are probable of being exercised and have accrued estimated contingent liabilities and contingent payments to customers.

As of September 30, 2024 and December 31, 2023, the associated liabilities were $ 16.2 million and $ 16.2 million, respectively, and are included in accrued contingent liabilities on the Consolidated Balance Sheets.

The associated contingent payments to customers assets were $ 12.8 million and $ 14.0 million as of September 30, 2024 and December 31, 2023, respectively.

The Company recognized $ 0.4 million and $ 1.1 million of amortization of contingent payments to customers for the three and nine months ended September 30, 2024 , respectively, and $ 0.4 million and $ 1.1 million of amortization of contingent payments to customers for the three and nine months ended September 30, 2023, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

The Company will reassess each period and recognize all changes as if they occurred at inception.

2 unchanged sentences

Associated with his retirement, the COO received $ 1.2 million of severance payments.

As of June 30, 2024 and December 31, 2023 , the

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

Company has $ 0 and $ 1.2 million of severance payable related to the retirement, which is included in accrued compensation and benefits in the Consolidated Balance Sheets.

The severance expense was accrued in the fourth quarter of 2023 and has no impact on the Consolidated Statements of Operations for the three and six months ended June 30, 2024 and for the three and six months ended June 30, 2023.

As of September 30, 2024 and December 31, 2023 , the Company has $ 0 and $ 1.2 million of severance payable related to the retirement, which is included in accrued compensation and benefits in the Consolidated Balance Sheets.

The severance expense was accrued in the fourth quarter of 2023 and has no impact on the Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and for the three and nine months ended September 30, 2023.

The severance payment was made in May 2024.

In addition, the COO was granted options to purchase 34,608 shares of common stock of the Company in May 2024, which remain exercisable for a period of 90 days following the termination.

Purchase Agreement

On September 16, 2024, the Company ("Buyer") entered ino an equity purchase agreement (the "Purchase Agreement") with Qualitas Equity Funds SGEIC, S.A.

("Qualitas Funds"), Qualitas Funds Holdco, S.L.

("Seller"), Sergio Garcia Huertas and Eric Todd Halverson, pursuant to which, subject to the satisfaction or waiver of specified conditions, Buyer would acquire all of the issued and outstanding equity interests of Qualitas Funds (the "Transaction").

The consideration payable to complete the transaction consists of $ 42.3 million in cash and 2,068,794 shares of the Company's Class A Common Stock.

Of this amount of Class A Common Stock, 1,669,990 shares will be delivered at closing, with 398,804 shares being subject to a five-year holdback to cover certain indemnification obligations of the Seller during the holdback period.

The number of shares to be delivered was calculated based on the daily volume weighted averages of the Class A common Stock for the 20 consecutive trading days ending on September 11, 2024 which was $ 10.03 per share.

Up to an additional € 31.7 million in consideration (an Earn-Out Payment") may be payable based on the run-rate net revenue as of December 31, 2027 from new funds for Qualitas Funds raised after closing.

Any Earn-Out Payment will be paid in a mix of cash and Class A Common Stock at Seller's election, with no more than 65 % payable in cash.

The Transaction is expected to close in the first quarter of 2025, subject to customary closing conditions.

Contingencies

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The tax expense or benefit caused by an unusual or infrequent item is recorded in the quarter in which it occurs.

To the extent that information is not available for the Company to fully determine the full year estimated impact of an item of income or tax adjustment, the Company calculates the tax impact of such item discretely.

Based on these methodologies, the Company’s effective income tax rate was 31.76 % and 30.24 % for the three and six months ended June 30, 2024, respectively.

The Company's effective income tax rate was 59.62 % and 29.80 % for the three and six months ended June 30, 2023, respectively.

The effective tax rate differs from the federal statutory rate of 21 % due to executive compensation subject to Section 162(m) limitation, state taxes, and a discrete period recognition of windfall tax adjustments related to options exercised year-to-date.

To the extent that information

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

is not available for the Company to fully determine the full year estimated impact of an item of income or tax adjustment, the Company calculates the tax impact of such item discretely.

Based on these methodologies, the Company’s effective income tax rate was 48.49 % and 32.52 % for the three and nine months ended September 30, 2024, respectively.

The Company's effective income tax rate was - 25.90 % and 30.24 % for the three and nine months ended September 30, 2023, respectively.

The effective tax rate differs from the federal statutory rate of 21 % due to executive compensation subject to Section 162(m) limitation, capitalization of the post-l etter of intent transaction costs of the stock acquisition, state taxes, and a discrete period recognition of windfall tax adjustments related to options exercised year-to-date.

The Company records deferred tax assets and liabilities for the future tax benefit or expense that will result from differences between the carrying value of its assets for income tax purposes and for financial reporting purposes, as well as for operating loss and tax credit carryovers.

1 unchanged sentence

This level will be estimated based on a number of factors, especially the amount of net deferred tax assets of the Company that are actually expected to be realized, for tax purposes, in the foreseeable future.

As of June 30, 2024 , the Company has recorded a $ 12.8 million valuation allowance against deferred tax assets, primarily related to a note impairment.

There was no change to the valuation allowance during the six months ended June 30, 2024.

As of September 30, 2024 , the Company has recorded a $ 12.8 million valuation allowance against deferred tax assets, primarily related to a note impairment.

There was no change to the valuation allowance during the nine months ended September 30, 2024.

The Company monitors federal and state legislative activity and other developments that may impact our tax positions and their relation to the income tax provision.

10 unchanged sentences

The term of each option is no more than ten year s from the date of grant.

When the options are exercised, the Board of Directors has the option of issuing shares of common stock or paying a lump sum cash payment on the exercise date equal to the difference between the common stock’s

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

fair market value on the exercise date and the option price.

Terms of all future awards will be granted under the Plan, and no additional awards will be granted under the 2018 Plan.

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On June 14, 2024, at the Annual Meeting of Stockholders, the shareholders authorized an increase of 11,000,000 shares that may be issued under the Plan, resulting in a total of 29,300,000 shares available for grant under the Plan and the 2018 Plan.

As of June 30, 2024, there are 9,635,674 shares available for grant under the Plan.

A summary of stock option activity for the six months ended June 30, 2024 is as follows:

As of September 30, 2024, there are 10,409,508 shares available for grant under the Plan.

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

A summary of stock option activity for the nine months ended September 30, 2024 is as follows:

Weighted Average

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Expired/Forfeited

Outstanding as of June 30, 2024

Exercisable as of June 30, 2024

Outstanding as of September 30, 2024

Exercisable as of September 30, 2024

Compensation expense equal to the grant date fair value is recognized for these awards over the vesting period and is included in compensation and benefits in the Consolidated Statements of Operations.

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The dividend yield is based on the quarterly dividend as of the grant date.

The stock-based compensation expense for stock options was $ 2.5 million and $ 5.3 million for the three and six months ended June 30, 2024 , respectively, and $ 1.8 million and $ 3.4 million for the three and six months ended June 30, 2023, respectively.

Unrecognized stock-based compensation expense related to outstanding unvested stock options as of June 30, 2024 was $ 12.8 million and is expected to be recognized over a weighted average period of 3.07 years.

The stock-based compensation expense for stock options was $ 1.8 million and $ 7.1 million for the three and nine months ended September 30, 2024 , respectively, and $ 1.9 million and $ 5.3 million for the three and nine months ended September 30, 2023, respectively.

Unrecognized stock-based compensation expense related to outstanding unvested stock options as of September 30, 2024 was $ 11.6 million and is expected to be recognized over a weighted average period of 2.83 years.

Any future forfeitures will impact this amount.

The weighted average assumptions used in calculating the fair value of stock options granted during the six months ended June 30, 2024 and June 30, 2023 were as follows:

For the Six Months Ended June 30,

The weighted average assumptions used in calculating the fair value of stock options granted during the nine months ended September 30, 2024 and September 30, 2023 were as follows:

For the Nine Months Ended September 30,

Expected life (in years)

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Expected dividend yield

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

The Company has granted restricted stock awards ("RSAs") to certain non-employee directors.

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Outstanding as of December 31, 2023

Outstanding as of June 30, 2024

Outstanding as of September 30, 2024

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

The Company has granted restricted stock units ("RSUs") to certain employees.

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On August 16, 2022, allocations were finalized pursuant to which an aggregate value of $ 17.5 million of units may vest at each future achievement of performance metrics .

As of June 30, 2024 , certain performance metrics have been met and specific employees have earned $ 9.6 million in value, which $ 6.6 million was issued in shares and $ 3.0 million was issued in cash.

As of September 30, 2024 , certain performance metrics have been met and specific employees have earned $ 11.3 million in value, which $ 6.6 million was issued in shares and $ 4.7 million was issued in cash.

The Company evaluates whether it is pro bable that the Bonaccord Units will vest and applies the tranche method to determine the amount of expense to recognize during the period.

Future vested tranches will be settled in cash.

An expense of $ 0.1 million and $ 0.1 million has been recorded for the three and six months ended June 30, 2024 , respectively, and $ 1.6 million and $ 5.2 million for the three and six months ended June 30, 2023 on the Consolidated Statements of Operations.

As of June 30, 2024, the Company deemed $ 13.0 million probable and $ 0.2 million is unrecognized expense.

An expense of $ 3.1 million and $ 3.2 million has been recorded for the three and nine months ended September 30, 2024 , respectively, and $ 0.4 million and $ 5.6 million for the three and nine months ended September 30, 2023 on the Consolidated Statements of Operations.

As of September 30, 2024 , the Company deemed $ 16.1 million probable and $ 0.3 million is unrecognized expense.

At the time of the Hark acquisition, the Company entered into a Notice of Restricted Stock Units with an employee, which grants Restricted Stock Units ("Hark Units") for meeting a certain performance metric.

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All Hark Units have vested and been issued.

An expense of $ 0 has been recorded for the three and six months ended June 30, 2024 , and $ 0.3 million for the three and six months ended June 30, 2023 on the Consolidated Statements of Operations.

An expense of $ 0 has been recorded for the three and nine months ended September 30, 2024 , and $ 0 and $ 0.3 million for the three and nine months ended September 30, 2023, respectively, on the Consolidated Statements of Operations.

At the time of Executive Transition, the Company entered into an Executive Transition Agreement with a certain former executive, which granted Restricted Stock Units ("Executive Transition Units") for meeting a service requirement.

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therefore, the expense recognition of this award is recognized on straight-line basis over the requisite service period of the award in line with the policy election discussed in Note 2.

As of June 30, 2024 , $ 3.0 million has been issued.

For the three and six months ended June 30, 2024 , $ 0.6 million and $ 1.2 million of stock compensation expense was recognized on the Consolidated Statements of Operations.

No stock compensation expense for these units was incurred for the three and six months ended June 30, 2023 .

The unrecognized expense associated with the Executive Transition Units was $ 2.3 million as of June 30, 2024.

As of September 30, 2024 , $ 4.0 million has been issued.

For the three and nine months ended September 30, 2024 , $ 1.8 million and $ 3.0 million of stock compensation expense, respectively, was recognized on the Consolidated Statements of Operations.

No stock compensation expense for these units was incurred for the three and nine months ended September 30, 2023 .

The unrecognized expense associated with the Executive Transition Units was $ 0.5 million as of September 30, 2024.

At the time of Executive Transition, the Company entered into an Employment Agreement with a certain executive, which granted Restricted Stock Units ("Executive Market Units") for meeting a service requirement and achieving certain share price performance hurdles based on the thirty-day volume-weighted average price ("VWAP").

The executive is entitled to receive RSUs upon the thirty-day VWAP of the Company's common stock reaching certain per share prices at any time prior to the fifth anniversary of the start date.

There are five price per share performance hurdles for the executive to meet with each hurdle achievement allowing for the issuance of $ 8.0 million of units, with the number of shares determined by

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

dividing $ 8.0 million by the applicable stock price performance hurdle, for a total of up to $ 40.0 million of units or approximately 2 million shares.

There are five price per share performance hurdles for the executive to meet with each hurdle achievement allowing for the issuance of $ 8.0 million of units, with the number of shares determined by dividing $ 8.0 million by the applicable stock price performance hurdle, for a total of up to $ 40.0 million of units or approximately 2 million shares.

The Executive Market Units may not be transferred, sold, pledged, exchanged, assigned, or otherwise encumbered or disposed of by any grantee until they have become vested.

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The fair value was determined using a Monte Carlo simulation as of the executive's start date of October 23, 2023, and was determined to be $ 10.8 million.

As of June 30, 2024 , no ne of the Executive Market Units have vested.

For the three and six months ended June 30, 2024 , $ 0.7 million and $ 1.4 million of stock compensation expense was recognized on the Consolidated Statements of Operations.

No stock compensation expense for these units was incurred for the three and six months ended June 30, 2023 .

The unrecognized expense associated with the Executive Market Units was $ 8.9 million as of June 30, 2024.

As of September 30, 2024 , no ne of the Executive Market Units have vested.

For the three and nine months ended September 30, 2024 , $ 0.6 million and $ 2.0 million of stock compensation expense was recognized on the Consolidated Statements of Operations.

No stock compensation expense for these units was incurred for the three and nine months ended September 30, 2023 .

The unrecognized expense associated with the Executive Market Units was $ 8.3 million as of September 30, 2024.

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

The below table shows the assumptions used in the Monte Carlo simulation for the Executive Market Units' fair value.

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Outstanding as of December 31, 2023

Outstanding as of June 30, 2024

Outstanding as of September 30, 2024

Earnings Per Share

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Diluted EPS reflects the potential dilution that could occur if shares of common stock were issued pursuant to our stock-based compensation awards.

For the three and six months ended June 30, 2024, diluted EPS also reflects the potential dilution that could occur assuming that all units in P10 Intermediate that were granted as a result of the WTI acquisition are converted to shares of Class A common stock.

For the three and nine months ended September 30, 2024, diluted EPS also reflects the potential dilution that could occur assuming that all units in P10 Intermediate that were granted as a result of the WTI acquisition are converted to shares of Class A common stock.

Because the impact of these items is generally anti-dilutive during periods of net loss, there is no difference between basic and diluted loss per common share for periods with net losses.

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For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Numerator for basic calculation—Net income

Ended September 30,

For the Nine Months

Ended September 30,

Numerator for basic calculation—Net income/(loss)

attributable to P10

Adjustment for:

Net income attributable to noncontrolling interests in P10 Intermediate

Numerator for earnings per share

Numerator for earnings per share assuming dilution

Net income/(loss) attributable to noncontrolling interests in P10 Intermediate

Numerator for earnings/(loss) per share

Numerator for earnings/(loss) per share assuming dilution

Denominator for basic calculation—Weighted-

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Weighted shares assumed upon exercise of stock

Denominator for earnings per share assuming dilution

Earnings per Class A share—basic

Earnings per Class A share—diluted

Earnings per Class B share—basic

Earnings per Class B share—diluted

T he computations of diluted earnings per share on a weighted average basis would exclude 11.9 million and 11.1 million options for the three and six months ended June 30, 2024 , respectively, because the options were anti-dilutive.

The computations of diluted earnings per share on a weighted average basis exclude 5.2 million and 4.0 million options for the three and six months ended June 30, 2023 , respectively, because the options were anti-dilutive.

options and vesting of restricted stock units

Denominator for earnings/(loss) per share assuming dilution

Earnings/(loss) per Class A share—basic

Earnings/(loss) per Class A share—diluted

Earnings/(loss) per Class B share—basic

Earnings/(loss) per Class B share—diluted

The computations of diluted earnings per share on a weighted average basis would exclude 8.1 million and 10.1 million options for the three and nine months ended September 30, 2024 , respectively, because the options were anti-dilutive.

The computations of diluted earnings per share on a weighted average basis exclude 1.8 million and 3.2 million options for the three and nine months ended September 30, 2023 , respectively, because the options were anti-dilutive.

Subsequent Events

The Board of Directors of the Company has declared a quarterly cash dividend of $ 0.035 per share of Class A and Class B common stock, payable on September 20, 2024, to the holders of record as of the close of business on August 30, 2024.

On August 1, 2024, the Company entered into a restatement agreement, which amends and restates the Company's Credit Agreement (the "Amended and Restated Credit Agreement").

The Amended and Restated Credit Agreement provides for an ability to increase the amount of the New Credit Facilities by up to $ 125 million, subject to certain conditions.

The New Credit Facilities are to be used to refinance and replace the credit facilities under the Credit Agreement and for general corporate purposes, including acquisitions.

The New Term Loan requires quarterly amortization payments, beginning on December 31, 2025, in an annual amount equal to 5.00 % of the original funded amount of the New Term Loan, with remaining amounts required to be repaid on the Maturity Date.

The New Revolving Facility does not require scheduled principal payments prior to the Maturity Date.

Borrowings under the New Credit Facilities will bear interest from time to time at a per annum rate equal to, at the Company’s election, either an adjusted term SOFR rate plus a margin of 2.50 % or a base rate plus a margin of 1.50 %.

The Company is required to pay a customary commitment fee on undrawn amounts under the New Revolving Facility from time to time as well as customary fees in respect of letters of credit issued under such facility.

The Amended and Restated Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including financial

Notes to Consolidated Financial Statements

(Unaudited, dollar amounts in tables stated in thousands, except per share amounts)

covenants requiring the Company to comply with a maximum leverage ratio and to maintain a minimum level of fee paying assets under management, and customary events of default.

On August 6, 2024, the Board of Directors authorized an additional $ 12.0 million of repurchases of outstanding Class A and Class B shares of the Company's stock under the Stock Repurchase Program.

In accordance with ASC 855, Subsequent Events , the Company evaluated all material events or transactions that occurred after June 30, 2024 , the Consolidated Balance Sheets date, through the date the Consolidated Financial Statements were issued, and determined there have been no additional events or transactions that would materially impact the Consolidated Financial Statements.

The Board of Directors of the Company has declared a quarterly cash dividend of $ 0.035 per share of Class A and Class B common stock, payable on December 20, 2024, to the holders of record as of the close of business on November 29, 2024.

Robert Alpert and C.

Clark Webb resigned from the Company's Board of Directors, effective November 7, 2024.

In accordance with ASC 855, Subsequent Events , the Company evaluated all material events or transactions that occurred after September 30, 2024 , the Consolidated Balance Sheets date, through the date the Consolidated Financial Statements were issued, and determined there have been no additional events or transactions that would materially impact the Consolidated Financial Statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements