What changed in this filing

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Item 1. Business

2025-02-28 compared with 2024-03-13 · 169 added, 383 removed, 1068 unchanged (34% of the section changed)

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We structure, manage and monitor portfolios of private market investments, which include specialized funds and customized separate accounts within primary investment funds, secondary investments, direct investments and co-investments, (collectively, “specialized investment vehicles”) across highly attractive asset classes and geographies in the middle and lower middle markets that generate superior risk-adjusted returns.

Our existing portfolio of private solutions include Private Equity, Venture Capital, Impact Investing and Private Credit.

Our existing portfolio of private solutions include Private Equity, Venture Capital, and Private Credit.

Our deep industry relationships, differentiated investment access and structure, proprietary data analytics, and our portfolio monitoring and reporting capabilities provide our investors the ability to navigate the increasingly complex and difficult to access private markets investments.

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TrueBridge, our Venture Capital solution;

Enhanced, our Impact Investing solution;

and Five Points, Hark Capital, and WTI, our Private Credit solutions (which Five Points also offers certain private equity solutions).

We believe adding new asset class solutions will foster deeper manager relationships, enabling managers and portfolio companies alike to benefit from our offering and expect to expand within other asset classes and geographies through additional acquisitions and future planned organic growth by providing additional specialized investment vehicles within our existing investment asset class solutions.

As of the date of this filing, we are pursuing additional acquisitions and are in discussions with certain target companies, however the Company does not currently have any agreements or commitments with respect to any acquisitions.

Refer to “—Our Growth Strategy” for additional information.

and Enhanced, Five Points, Hark Capital, and WTI, our Private Credit solutions (of which Five Points also offers certain private equity solutions).

In addition, in September 2024, we entered into an agreement to acquire Qualitas Equity Funds SGEIC, S.A.

("Qualitas").

We believe adding new asset class solutions or new geographies will foster deeper manager relationships, enabling managers and portfolio companies alike to benefit from our offering and expect to expand within other asset classes and geographies through additional acquisitions and future planned organic growth by providing additional specialized investment vehicles within our existing investment asset class solutions.

We expect the Qualitas acquisition to close in the first quarter of 2025, subject to customary closing conditions and regulatory approvals, and continue to pursue additional acquisitions and other growth opportunities.

Our success and growth have been driven by our long history of strong performance and our position in the private markets ecosystem.

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As of December 31, 2024, we had 267 employees, including 112 investment professionals across 11 offices located in 9 states.

Over 100 of our employees have an equity interest in P10, collectively owning approximately 54% of the Company on a fully-diluted basis as of December 31, 2023.

We managed $25.7 billion in FPAUM from which we earn management and advisory fees as of December 31, 2024.

In addition, our FPAUM has grown at a compound annual growth rate ("CAGR") of 16 % from December 31, 2018 to December 31, 2023, determined on a pro forma basis as if the acquisitions of Five Points, TrueBridge, Enhanced, Bonaccord, Hark, and WTI were completed as of January 1, 2018.

Organic FPAUM is calculated on a pro forma basis assuming the acquisitions of WTI, Five Points, TrueBridge, Enhanced, Bonaccord, and Hark were completed as of January 1, 2018.

Q1’23 organic FPAUM growth is the pro forma FPAUM growth from Q1’22 to Q1’23.

Q2’23 organic FPAUM growth is the pro forma FPAUM growth from Q2’22 to Q3’23.

Q3’23 organic FPAUM growth is the pro forma FPAUM growth from Q3’22 to Q3’23.

Q4’23 organic FPAUM growth is the pro forma FPAUM growth from Q4’22 to Q4’23.

“PF” refers to calculations made on a pro forma basis.

“A” refers to calculations made on an actual basis.

In addition, our FPAUM has grown at a compound annual growth rate ("CAGR") of 19 % from December 31, 2020 to December 31, 2024.

Q4'24 FPAUM growth is the FPAUM growth from Q4'23 to Q4'24.

Private Equity Solutions ("PES")

Private Credit Solutions ("PCS")

Venture Capital Solutions ("VCS")

Our Solutions

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Private Equity Solutions "PES"

Under PES, we make direct and indirect investments in middle and lower- middle market private equity across North America.

Under PES, we make direct and indirect investments in middle and lower- middle market private equity primarily across North America and Europe.

PES also makes minority equity investments in a diversified portfolio of mid-sized managers across private equity, private credit, real estate and real assets.

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We have 57 active investment vehicles.

PES occupies a differentiated position within the private markets ecosystem helping our investors access, perform due diligence, analyze and

invest in what we believe are attractive middle and lower-middle market private equity opportunities.

PES occupies a differentiated position within the private markets ecosystem helping our investors access, perform due diligence, analyze and invest in what we believe are attractive middle and lower-middle market private equity opportunities.

We are further differentiated by the scale, depth, diversity and accuracy of our constantly expanding proprietary private markets database that contains comprehensive information on more than 6,000 investment firms, 11,100 funds, 49,000 individual transactions, 32,600 private companies and 458,000 financial metrics.

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Under VCS, we make investments in venture capital funds across North America and specialize in targeting high-performing, access-constrained opportunities.

The VCS investment team, which is comprised of 12 investment professionals with an average of 23+ years of experience, has deep and long-standing investor and fund manager relationships in the venture market which it has cultivated over the past 14+ years, including over 1,800+ investors, 80+ fund managers, 83 direct investments, 350+ private market funds and 12,000+ portfolio companies.

The VCS investment team, which is comprised of 16 investment professionals

with an average of 24+ years of experience, has deep and long-standing investor and fund manager relationships in the venture market which it has cultivated over the past 14+ years, including over 1,980+ investors, 110+ fund managers, 100+ direct investments, 415+ private market funds and 14,700+ portfolio companies.

We have 20 active investment vehicles.

Our VCS solution is differentiated by our innovative strategic partnerships and our vantage point within the venture capital and technology ecosystems, maximizing advantages for our investors.

VCS is differentiated by our innovative strategic partnerships and our vantage point within the venture capital and technology ecosystems, maximizing advantages for our investors.

In addition, since 2011, we have partnered with Forbes to publish the Midas List, a ranking of the top value-creating venture capitalists.

As of December 31, 2024, VCS managed $6.4 billion of FPAUM.

Impact Investing Solutions "IIS"

Under IIS, we make equity, tax equity, and debt investments in impact initiatives across North America.

IIS primarily targets investments in renewable energy development and historic building renovation projects, as well as providing capital to small businesses that are women or minority owned or operating in underserved communities.

The IIS investment team, which is comprised of 15 investment professionals with an average of 23+ years of experience, has deep and long-standing relationships in the impact market which it has cultivated over the past 20 years, including deploying capital on behalf of over 110 investors.

We currently have 35 active investment vehicles.

We are differentiated in both the breadth of impact areas served, the type of capital deployed and the duration of our track record.

From inception in 1999 through December 31, 2023, inclusive of proprietary assets and assets managed by affiliates, Enhanced has raised a total of $6.1 billion.

Of the total AUM, impact assets represent $4.0 billion invested in over 1,000 projects and businesses across 40 states, Washington DC, and Puerto Rico and does not include investments made by non-impact affiliates.

Investments in clean energy have generated an estimate of over 2,229 GWh of renewable energy from inception to December 31, 2023.

As of December 31, 2023, IIS managed $2.0 billion of FPAUM.

Private Credit Solutions "PCS"

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We currently maintain 80+ active sponsor relationships and have 125+ platform investments.

Within PCS, the Company has investments that target renewable energy development and historic building renovation projects, as well as provide capital to small businesses that are woman or minority owned or operated in underserved communities.

These investments are differentiated in both the breadth of impact areas served, the type of capital deployed and the duration of the impact investing track record.

From the impact investing inception in 1999 through December 31, 2024, inclusive of proprietary assets and assets managed by affiliates, the Company has raised a total of $6.4 billion.

Of the total AUM, impact assets represent $4.2 billion invested in over 1,000 projects and businesses across 40 states, Washington DC, and Puerto Rico and does not include investments made by non-impact affiliates.

Investments in clean energy have generated an estimate of over 2,900 GWh of renewable energy from inception to December 31, 2024.

As of December 31, 2024, PCS managed approximately $5.2 billion of FPAUM.

We have a flexible business model whereby our investors engage us across multiple specialized private market solutions through different specialized investment vehicles.

Our vehicles have traditional, stable fee structures that generate performance fees, which are not accrued to P10 due to our structure.

P10’s revenue associated with the funds are from the management fees while employees of P10 receive the performance fees directly from the vehicles.

Our average annual fee rates remain stable at approximately 1%.

Our vehicles have traditional, stable fee structures that generate performance fees, which are generally not accrued to P10 due to our structure.

P10’s revenue associated with the funds are from the management fees while employees of P10 receive the vast majority of performance fees directly from the vehicles.

Our average annual fee rates remain stable at approximately 1% of average fee paying assets under management.

Fees for our funds are often structured such that they step down, or decrease, over the life of the fund.

The average fee rates shown in the graph are calculated as Management and advisory fees divided by average FPAUM.

Catch-up fees are earned from investors that committed 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.

While catch-up fees are not a significant component of our overall revenue stream, they may result in a temporary increase in our revenues in the period in which they are recognized.

We offer the following vehicles for our investors:

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P10’s primary investment funds include both commingled investment vehicles with multiple investors, as well as our customized separate accounts, which typically include one investor.

P10’s primary investments are made during a fundraising period in the form of capital commitments, which are called upon by the fund manager and utilized to finance its investments in portfolio companies during a predefined investment period.

Primary investments are made during a fundraising period in the form of capital commitments, which are called upon by the fund manager and utilized to finance its investments in portfolio companies during a predefined investment period.

We receive a fee stream that is typically based on our investors’ committed, locked-in capital.

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Direct and Co-Investment Funds

Direct and co-investments involve acquiring an equity interest in or making a loan to an operating company, project, property or asset, typically by co-investing alongside an investment by a fund manager or by investing directly in the underlying asset.

Direct and co-investments involve acquiring an equity interest in or making a loan to an operating company, project, property, alternative asset manager, or asset, typically by co-investing alongside an investment by a fund manager or by investing directly in the underlying asset.

P10’s direct and co-investment funds include both commingled investment vehicles with multiple investors as well as our customized separate accounts, which typically include one investor.

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capital commitments which typically average ten to fifteen years, though they may vary by fund.

We offer direct and co-investment funds across our private equity, venture capital, impact investing and private credit solutions.

We offer direct and co-investment funds across our private equity, venture capital, and private credit solutions.

Our direct investing platform comprises approximately $10.2 billion of our FPAUM as of December 31, 2024.

Secondaries refer to investments in existing private markets funds through the acquisition of an existing interest by one investor from another in a negotiated transaction.

Secondaries refer to investments in existing private markets funds through the acquisition of an existing interest in a private markets fund by one investor from another in a negotiated transaction.

In so doing, the buyer agrees to take on future funding obligations in exchange for future returns and distributions.

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Our business development and investor relations professionals frequent dialogue with existing and prospective investors, enable us to monitor investor preferences and tailor future product offerings to meet investor demand.

Prospective investors that wish to learn more about us often visit our offices to conduct in-depth due diligence of our firm.

Prospective investors that desire to learn more about us often visit our offices to conduct in-depth due diligence.

Our business development and investor relations professionals lead this process, coordinate meetings, and continue to be the prospective investor’s principal point of contact throughout their decision-making process.

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Our Investment Performance

We believe our investment performance acts as a key retention mechanism for our existing investors and a primary attribute for prospective investors.

We believe the performance of our investment vehicles acts as a key retention mechanism for our existing investors and a primary attribute for prospective investors.

We attribute our strong investment performance to several factors, including:

our broad private market relationships and access, our diligent and responsible investment process, our tenured investing experience and our premier data capabilities.

In concert, these factors enable us to purse attractive, risk-adjusted investment opportunities to meet our investors’ investment objectives.

The following table displays our Fund size as of December 31, 2023 and investment performance, which is presented from the inception date of each fund through September 30, 2023:

For the purposes of the tables above:

• “Fund Size” refers to the total amount of capital committed by investors and, when applicable, the U.S.

Small Business Administration to each fund disclosed;

• “Called Capital” refers to the amount of capital provided from investors, expressed as a percent of the total fund size;

• “Net IRR” refers to Internal rate of return net of fees, carried interest and expenses charged by both the underlying fund managers and each of our solutions;

• “Net ROIC” refers to return on invested capital net of fees and expenses charged by both the underlying fund managers and each of our solutions.

When considering the data presented above, you should note that the historical results of our investments are not indicative of the future results you should expect from such investments, from any future funds we may raise or from your investment in our Class A common stock, in part because:

• market conditions and investment opportunities during previous periods may have been significantly more favorable for generating positive performance than those we may experience in the future;

• the performance of our funds is generally calculated on the basis of net asset value of the funds’ investments, including unrealized gains, which may never be realized;

• our historical returns derive largely from the performance of our earlier funds, whereas future fund returns will depend increasingly on the performance of our newer funds or funds not yet formed;

• our newly established funds typically generate lower investment returns during the period that they initially deploy their capital;

• changes in the global tax and regulatory environment may affect both the investment preferences of our investors and the financing strategies employed by businesses in which particular funds invest, which may reduce the overall capital available for investment and the availability of suitable investments, thereby reducing our investment returns in the future;

• in recent years, there has been increased competition for investment opportunities resulting from the increased amount of capital invested in private markets alternatives and high liquidity in debt markets, which may cause an increase in cost and reduction in the availability of suitable investments, thereby reducing our investment returns in the future;

• the performance of particular funds also will be affected by risks of the industries and businesses in which they invest.

Net IRR reflects limited partner returns after allocation of management fees, general fund expenses, investment expenses, income earned on cash and cash equivalents, any carried interest to the general partner, and any other fees and expenses.

Not all limited partners pay the same management fee or carried interest.

Furthermore, limited partners’ IRRs may vary based on the dates of their admittance to the fund.

There can be no assurance that unrealized investments will be realized at the valuations used to calculate the IRRs contained herein and additional fund expenses and investment related expenses to be incurred during the remainder of the fund’s term remain unknown and, therefore, are not factored into the calculations.

Any anticipated carried interest reduces the net returns of unrealized investments.

Calculations used herein which incorporate estimations of the net “unrealized value” of remaining investments represent valuation estimates made by the companies using the most recent valuation data provided by the general partners of the underlying funds.

Such estimates are subject to numerous variables which change over time and therefore amounts actually realized in the future will vary (in some cases materially) from the estimated net “unrealized values” used in connection with calculations referenced herein.

In concert, these factors enable us to pursue attractive, risk-adjusted investment opportunities to meet our investors’ investment objectives.

P10’s mission is to be the premier private markets solutions provider focused on the middle and lower middle market.

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Additionally, the Company makes periodic distributions to the WTI sellers for tax related and other agreed upon expenses as disclosed in the purchase agreement.

As we reflect on 2023, we are exceptionally proud of our accomplishments.

We believe we have assembled a premier group of solutions that offer superior risk adjusted returns to global clients.

We benefit from strong operating leverage driven by the quality and stability of our revenue base, the strong alignment we have with our respective investment teams, and the ability to leverage our platform and back-office operations across our multiple solutions, which together allow us to generate strong contribution margins and free cash flow.

On September 16, 2024, the Company entered into an equity purchase agreement of Qualitas, which is expected to close in the first quarter of 2025.

Qualitas is a leading European lower middle market private equity fund-of-funds manager based in Madrid, Spain with roughly $1 billion in fee-paying assets under management.

The transaction does not include any carried interest for legacy funds.

This acquisition established an European presence and meaningfully grows P10's investor base, positioning the Company as a leading global, multi-strategy private markets firm focused on the middle and lower-middle markets.

ORGANIZATIONAL STRUCTURE

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In addition, each share of Class B common stock will automatically convert into Class A common stock upon any transfer except to certain permitted holders.

See “—Voting Rights of Class A and Class B Common Stock.”

Because a Sunset may not take place for some time, it is expected that the Class B common stock will continue to entitle its holders to ten votes per share, and the Class B Holders will continue to exercise voting control over the Company, for the near future.

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We have a history of employee equity participation and believe that this practice has been instrumental in attracting and retaining a highly experienced team and will continue to be an important factor in maximizing long-term stockholder value.

We believe that ensuring that our key decision-makers will continue to guide the

direction of P10 results in a high degree of alignment with our stockholders, and voting members of the Class B common stock have ten votes per share which will help maintain this continuity.

We believe that ensuring that our key decision-makers will continue to guide the direction of P10 results in a high degree of alignment with our stockholders, and voting members of the Class B common stock have ten votes per share which will help maintain this continuity.

Our Class A Common Stock

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(“210 Capital”) and certain of their affiliates (the “210 Group”), RCP Advisors and certain of their affiliates (the “RCP Group”) and TrueBridge and certain of their affiliates (the “TrueBridge Group”), granting each party certain board designation rights.

So long as the 210 Group continues to collectively hold a combined voting power of (A) at least 10% of the shares of common stock outstanding immediately following the closing date of the IPO (the “Closing Date”), P10, Inc.

shall include in its slate of nominees two (2) directors designated by the 210 Group and (B) less than 10% but at least 5% of the shares of common stock outstanding immediately following the Closing Date, one (1) director designated by the 210 Group.

So long as the RCP Group and any of their permitted transferees who hold shares of common stock as of the applicable time continue to collectively hold a combined voting power of at least 5% of the shares of common stock outstanding immediately following the IPO, P10, Inc.

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shall include in its slate of nominees one (1) director designated by the TrueBridge Group.

The 210 Group, the RCP Group and TrueBridge Group have the right to designate two, one and one directors, respectively.

In addition, the parties to our Controlled Company Agreement will agree to elect three directors who are not affiliated with any party to our Controlled Company Agreement and who satisfy the independence requirements applicable to audit committee members established pursuant to Rule 10A-3 under the Exchange Act.

On December 19, 2024, the Company entered into an amendment (the “Amendment”) to the Controlled Company Agreement to, among other things:

(i) remove 210/P10 Acquisition Partners, LLC and certain members of the RCP Group thereunder, and (ii) remove the board nomination and other rights of 210/P10 Acquisition Partners, LLC.

In connection with its entry into the Amendment, 210/P10 Acquisition Partners, LLC converted all shares of Class B Common Stock of the Company held by it into shares of Class A Common Stock of the Company.

The RCP Group and TrueBridge Group each have the right to nominate one director.

These board designation rights are subject to certain limitations and exceptions.

The Controlled Company Agreement provides that, without the prior written consent of P10, Inc., the 210 Group, the RCP Group and the TrueBridge Group will not, and will not publicly disclose an intention to, during the period commencing on the date of the Controlled Company Agreement and ending three years after the date thereof (the “Restricted Period”), (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) by the 210 Group, RCP Group or the TrueBridge Group or any other Equity Securities (as defined therein) or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Equity Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of shares of common stock or any such other securities, in cash or otherwise.

One-third of the original holdings of Equity Securities of each of the 210 Group, RCP Group and TrueBridge Group were released from the Lock-Up Restrictions, on each of the first and second anniversary of the consummation of the IPO and one-third of such original holdings will be released from the Lock-Up Restrictions, on the third anniversary of the consummation of the IPO (the “Lock-Up Restrictions Release”).

Company Lock-Up Agreements

Certain stockholders are subject to Lock-Up Restrictions pursuant to a separate agreement with us (the “Company Lock-Up Agreement”), which Lock-Up Restrictions shall be released in accordance with the Lock-Up Restrictions Release.

In association with their termination from the Company, certain stockholders Lock-Up Restrictions were released.

Collectively, approximately 13.9% of our common stock outstanding are subject to such Lock-Up Restrictions pursuant to the Controlled Company Agreement and the Company Lock-Up Agreements.

Our Market Opportunity

We operate in the large and growing private markets industry, which we believe represents one of the most attractive segments within the broader asset management landscape.

Specifically, we operate in the Private Equity, Venture Capital, Impact Investing and Private Credit markets, which we believe represent particularly attractive asset classes and puts us at the center of several favorable trends, including the following:

Accelerating Demand for Private Markets Solutions

We believe the composition of public markets is fundamentally shifting and will drive investment growth in private markets as fewer companies elect to become public corporations or return to being privately held.

According to the 2023 Annual US PE Breakdown Pitchbook Report, private equity capital raised has increased 138% from $157.2 billion to $374.8 billion from 2013 to 2023.

The report emphasizes while higher treasury yields contributed to lower demand in private markets, return rates in private markets has maintained strength as compared to other asset classes.

Furthermore, investors continue to increase their exposure to passive strategies in search of lower fee alternatives as relative returns in active public market strategies have compressed.

We believe the continued move away from active public market strategies into passive strategies will support growth in private market solutions as investors seek higher risk-adjusted returns.

Attractive Historical Private Markets Growth

The private markets have historically exhibited robust growth.

Since 2017, assets under management have grown at an annual rate of nearly 18%.

Private markets AUM totaled $11.7 trillion as of June 30, 2022, according to the 2023 McKinsey Global Private Markets Review.

While private markets saw record levels of fund-raising in 2021 and private markets in 2022 experienced a predictable pullback in their pace of growth, private markets have remained resilient, with about $3 trillion of dry powder available for deployment, a stable pool of locked-in capital, and an active market for secondaries, according to the 2023 McKinsey Report.

The 2023 Annual US PE Breakdown Pitchbook Report notes that in 2023, GPs encountered a more arduous fundraising environment than in previous years.

This shift was primarily due to constrained capital allocation from LPs as a result of limited distributions.

This scarcity of available capital extended fundraising timelines, pushing GPs to explore diverse avenues for raising funds.

Remarkably, despite these headwinds, the total capital amassed throughout the year amounted to $374.8 billion across 381 funds, aligning with the record-setting figures of 2021 and 2022.

This indicates LPs’ sustained commitment to private equity, which is buoyed by its robust long-term prospects and a history of resilient returns in economically volatile periods.

This resilience is specifically evident in the lower-middle market.

From 2013 to 2023, the deal value in the middle markets has grown by 44.4% according to the Pitchbook 2023 US PE Middle Market Report.

The Pitchbook 2023 US PE Middle Market Report also emphasizes the middle market continues to outperform megafunds from 2022 into 2023.

As it relates to venture capital, according to the Pitchbook 2023 US VC Valuation Report, see-stage deal metrics have remained steadfast against market headwinds demonstrating record high median deal size of $3.3 million.

Additionally, the Pitchbook VC Report points out that in this more hostile economic environment, venture backed companies have chosen to stay private longer and have turned to secondaries as beneficial liquidity options.

As it relates to private credit, the Q2 2023 Pitchbook Private Capital Indexes report consistently positive quarterly return rates.

In for the trailing four quarters as of Q2 2023, the direct lending arm of private credit returned 2.6%.

Finally, more private markets managers are incorporating considerations for ESG factors into their investment decisions.

In 2022, 1,069 more investors committed to the United Nations Principles for Responsible Investment (PRI), and a further 88 asset owners became PRI signatories, bringing the total to 681 according to the 2023 McKinsey Report.

This aforementioned growth across all verticals is underpinned by investors search for yield in a lower-for-longer rate environment, in which investors increasingly view allocations to private markets as essential for obtaining diversified exposure to global growth.

Favorable Middle / Lower Middle Market Dynamics

As more companies choose to remain private, we believe smaller companies will continue to dominate market supply, with significantly less capital in pursuit.

According to S&P Global Market Intelligence Report for 2023;

S&P Capital IQ Estimates and PitchBook Data Inc., only 15% of capital available to U.S.

Private Equity Funds is available to U.S.

Private Equity Funds between $250 million and $1 billion, versus the remaining 85% of available capital that is available to Private Equity funds over $1 billion.

In contrast, there are only approximately 11,000 companies with revenues greater than $250 million, versus the more than 151,000 companies with revenues between $10 million and $250 million.

We believe this favorable middle and lower-middle market dynamic implies a larger pool of opportunities at compelling purchase price valuations with significant return potential.

P10 has robust and proprietary data collected over a twenty-year history that is difficult to replicate that allows investment teams to efficiently scope and dimension out middle and lower middle market private equity fund managers.

Increasing Private Markets Investor Allocations

We believe that alongside growth in the private markets in which we invest, long-term investor allocations are expected to significantly grow over the next several years, which will serve as a tailwind in growing our business.

In a survey conducted by Preqin Ltd., over 90% of long-term investors indicated that they were planning to maintain or increase their allocation to Private Equity and Private Credit, respectively.

Additionally, according to the Global Impact Investing Network’s 2023 Annual Impact Investor Survey , most investors assess their impact performance quarterly and at least once a year.

Moreover, according to the Global Impact Investing Network 2022 report, the size of the impact investing market currently stands at $1.164 trillion in AUM – a significant psychological milestone for an industry still maturing and growing in sophistication.

In combination with the broader growth in private markets we believe the increase in long-term investor allocations towards private market asset classes will further drive demand of private market solutions across the investor universe.

Democratization of Private Markets

According to a 2022 PwC HNW Report, the growing wealth of high-net-worth and mass affluent individuals, and the shift in retirement savings from defined benefit to defined contribution plans, have propelled significant growth in the asset management industry over the last decade.

At the same time, both high-net-worth and mass affluent investors continue to remain significantly under-allocated to the private markets in comparison with institutional investors.

As defined contribution plans in the United States continue to grow and become increasingly familiar with private markets, we believe defined contribution plans will be a significant driver of growth in private markets in the future.

In addition, on June 3, 2020, the United States Department of Labor issued an information letter confirming that investments in private equity vehicles may be appropriate for 401(k) and other defined contribution plans as a component of the investment alternatives made available under these plans.

These plans hold trillions of dollars of assets, and the guidance in the letter may help significantly expand the market for private equity investments over time.

Importance of Asset Class Access

The purview of private markets has meaningfully broadened over the last decade.

As investors increase their allocations to private markets, we believe the demand for asset class diversification will rise.

Furthermore, as part of this evolution we believe investors will seek out private market solutions providers with scale and an ability to deliver multiple asset classes and vehicle solutions to streamline relationships and pursue cost efficiency.

Proliferation of Private Market Choices

According to research and data from the SEC and Principles for Responsible Investment (PRI), from 2013 to 2022, the number of managers across private markets has increased dramatically.

From 2013 to 2022, the number of Private Equity firms, Venture Capital firms, Impact Investing firms and Private Credit firms all saw increase.

We believe that the growing number of private markets focused fund managers increases the operational burden on investors and will lead to a greater reliance on highly trusted advisers to help investors navigate the complexity associated with multi-asset class manager selection.

Rise of ESG and Impact Investing in Private Markets

According to the PRI Annual Report, the total assets under management of PRI signatories, the cohort of asset managers that have committed to upholding ESG principles, a barometer for the ESG industry, has increased roughly five-fold since 2010, from $21 trillion to $121.3 trillion by March 31, 2022.

This continued into 2023.

An ESG approach to private markets has been one of the most talked about developments of the past several years.

According to the 2023 McKinsey Report, as public awareness of and activism relating to ESG driven investing have increased, many prominent investors in Private Equity have followed suit, often requiring general partners to pass an ESG screen as part of their diligence processes – demanding transparency into ESG policies, procedures and performance of portfolio assets.

In response and in conjunction with regulatory influence, we believe the adoption of ESG and the growth of impact investing will continue to proliferate in private markets.

Investor Demand for Data, Analytics and Technology

We believe many investors do not have an adequate technology and data infrastructure to respond to increasingly complex demands for private market investments.

As a result, we believe investors will seek to partner with firms that not only have a proven track record, but also offer tech-enabled non-investment functions, including GP-level reports, enhanced portfolio monitoring, customized performance benchmarking and associated compliance, administrative and tax capabilities.

According to the 2023 Global Private Equity Survey by Ernst & Young, most firms are highly focused on deploying new technology to help front office executives make more informed investment decisions as firms continue towards growth.

Moreover, this survey also pointed out that only 27% of the largest firms considered their overall platform to be highly automated.

Our Competitive Strengths

Specialized Multi-Asset Class Solutions and Comprehensive Vehicle Offering

We believe our specialized multi-asset class solutions offering, distinct market access and wide-ranging relationships continue to be key competitive differentiators for our investors.

Our solutions across private equity, venture capital, impact investing and private credit, coupled with our vehicle offerings across primaries, secondaries, direct and co-investments, we believe, provide our investors with a comprehensive framework to successfully navigate and gain exposure to private markets.

Our value proposition and solutions offering continue to position us well to compete and win new investor relationships and mandates.

Distinct Middle and Lower-Middle Market Expertise

We believe the private markets exhibit compelling investment opportunities with significant return potential.

Our investment expertise in private markets, coupled with our scale, distinctly positions our business within the private markets ecosystem.

Our investment talent across our different private market solutions is led by senior investment professionals with sustained track records of successful private markets investing.

Our investment team consists of 108 investment professionals with deep industry expertise across middle and lower middle market private equity, venture capital, impact investing and private credit.

Our leadership team has an average of over 24 years of experience and our investment professionals across the different solutions have a long track record of working together.

Differentiated Access to Middle and Lower Middle Market Private Equity and Venture Capital Firms

We believe our investors increasingly seek exposure to the middle and lower-middle markets private equity and venture capital firms but may not have the necessary tools to analyze, diligence and gain access to opportunities offered.

Due to our scale and tenure within middle and lower-middle market private equity and venture capital, we have cultivated long-standing relationships with leading middle and lower-middle market private equity and venture capital general partners.

We have established relationships with over 270 general partners, which provides us with differentiated access to investment opportunities within private markets, benefiting our investors.

Highly Diversified Investor Base with High Quality Institutions and Deep High-Net-Worth Channel

We believe we are a leading provider of private market solutions for a highly diverse global investor base.

Our investors include some of the world’s largest and most prominent public pension funds, family offices, wealth managers, endowments, foundations, corporate pensions and financial institutions.

We believe our multi-asset class solutions have allowed our investors to increase and expand allocations across our various solutions and vehicles, thereby deepening existing and new investor relationships.

Our business is well-positioned to continue to service and grow our investor base with a team of professionals dedicated to investor relations and business development.

Premier Data Analytics with Proprietary Database

Our premier data and analytic capabilities, driven by our proprietary database, supports our robust and disciplined sourcing criteria, which fuels our highly selective investment process.

Our database stores and organizes a universe of managers and opportunities with powerful tracking metrics that we believe drive optimal portfolio management and monitoring and enable a portfolio grading system as well as repository of investment evaluation scorecards.

In particular, our proprietary database offers our investors a highly transparent, versatile and informative platform through which they can track, monitor and diligence portfolios, and we believe the expansive data set within our proprietary database, harvested from our robust network of general partners, enables us to make more informed investment decisions and, in turn, drive strong investment performance.

As of December 31, 2023, our database contains comprehensive information on more than 5,600 investment firms, 10,200 funds, 47,000 individual transactions, 31,000 private companies and 317,000 financial metrics.

Strong Investment Performance Track Record

We believe our investment performance track record is a key differentiator for our business relative to our competitors and acts as a key retention mechanism for our investors and selling tool for prospective investors.

We attribute our strong investment performance track record to several factors, including:

our broad private market relationships and access, our diligent and responsible investment process, our tenured investing experience and our premier data capabilities.

In concert, these factors enable us to pursue attractive, risk-adjusted investment opportunities to meet our investors’ investment objectives.

Attractive, Recurring Fee-based Financial Profile

We believe our financial profile and revenue model have the following important attributes:

Highly Predictable Fee-based Revenue Model

Most of our revenue is derived from management and advisory fees based on committed capital typically subject to multi-year commitment periods, usually between ten and fifteen years.

As a result, we believe our revenue stream is contractual and highly predictable.

The weighted average duration of remaining capital under management is 7.0 years as of December 31, 2023 .

Well Diversified Revenue and Investor Base

As of December 31, 2023, we had 121 revenue generating vehicles across our solutions with over 3,600 investors across public pensions, family offices, wealth managers, endowments, foundations, corporate pension and financial institutions, across 50 states, 60 countries and 6 continents.

We therefore believe our busin ess model is highly diversified across both revenue and investor bases.

Attractive Profitability Profile and Operating Margin

We believe our scaled business model, differentiated solutions across middle and lower-middle markets as well as an efficient back-office model has allowed us to achieve a highly competitive profitability profile and operating margin.

Exceptional Management and Investing Teams with Proven M&A Track Records

Our biggest asset is our people and we therefore focus on recruiting, nurturing and retaining top talent, all of whom are proven leaders in their respective field.

Our management team has a successful track record of sourcing and executing mergers and acquisitions and is supported by a deep bench of talent consisting of 108 investment professionals.

Ownership Structure Aligned with Investors

The alignment between our stockholders, investors and investment professionals is one of our core tenets and is, we believe, imperative for value creation.

Our revenue is comprised almost entirely of recurring management and advisory fees is earned largely on committed capital, which is typically subject to ten to fifteen year lock up agreements.

We believe this offers our investors an attractive, highly predictable revenue stream.

Furthermore, we have structured carried interest to stay with investment professionals to maximize economic incentive for investment professionals to outperform on behalf of investors.

Ultimately, we believe FPAUM follows investment performance and the more aligned our investment professionals are to the performance of investor capital, the better our company performance will be.

Over 100 of our employees have an equity interest in us, collectively owning approximately 54% of the Company on a fully diluted basis as of December 31, 2023.

In addition, our employees have committed separately to our investment vehicles as of December 31, 2023, as part of our General Partner commitment, which is typically 1% of total commitments of each fund.

Our Growth Strategy

We aim to utilize our differentiated positioning and our core principles and values to continue to grow and expand our business.

Our growth strategy includes the following key elements:

Maximize Investor Relationships

Enhance Existing Investor Mandates

We believe our current investor base presents a large opportunity for growth as we continue to expand our broad set of solutions and vehicles.

As existing and prospective investors reduce the number of managers with whom they work across asset classes, we believe there are significant opportunities to have investors invest with a consistent, single-source multi-asset class private market solutions provider, positioning us to be a platform of choice.

As such, our comprehensive solutions, we believe, will lend itself well to compelling cross-selling opportunities with existing investors.

Furthermore, as our investors continue to grow their asset bases and expand utilization of our solutions and vehicles, the number of touchpoints with our investors will broaden, deepening our investor relationships even further.

Capture New Investors and Allocations to Private Markets

We believe we are well positioned to capitalize on the growth in private markets and capture additional investors and market share through our differentiated middle and lower-middle market sourcing capabilities, our attractive multi-asset class solutions and vehicles, and our strong investment performance track record.

Our long-standing, established relationships across our broad set of solutions provide us extensive access to fund managers and investment opportunities across these asset classes and we remain highly committed to leveraging our best practices from serving our existing investors to similarly situated prospective investors that may benefit from our experience and broad set of private market solutions.

Expand Distribution Channels

We believe we are well positioned in some of the most sought-after segments of the private markets and we believe our differentiated private market solutions will continue to attract both new institutional and private wealth investors.

In particular, investible assets of high-net-worth individuals are expected to increase significantly and compared to institutional investors, high-net-worth individuals tend to have lower private market allocations.

Our investment platform is designed to provide high-net-worth investors access to private markets and we currently serve over 1,881 high-net-worth investors, which we believe positions us well to continue to capture increasing demand from private wealth investors.

Expand Asset Class Solutions, Broaden Geographic Reach and Grow Private Markets Network Effect

Expand Asset Class Solutions

Our scalable business model is well positioned to expand our multi-asset class offering and we have the capacity and desire to explore adjacent asset classes, broaden our private market solutions capabilities and diversify our business mix.

For example, our business development team actively explores the launch of new specialized investment vehicles across both our Venture Capital and Impact Investing solutions to meet increasing investor demand to access middle and lower-middle market venture capital as well as to gain exposure to impact investing trends in private markets.

By doing so, we believe we will be able to grow our footprint, continue to develop our position within the private markets ecosystem and further leverage our synergistic solutions offering with additional manager relationships and sourcing opportunities.

Broaden Geographic Reach

We have a significant presence in North America – where a majority of our capital is currently being deployed.

We believe expanding our presence in Europe and Asia can be a significant growth driver for our business as investors continue to seek a geographically diverse private market exposure.

We believe our global investor base will facilitate such potential market penetration and our robust investment process, existing relationships and proven investment capabilities will continue to be core tenets of an international growth strategy.

Grow Private Markets Network Effect

Expanding into additional asset class solutions will enable us to further enhance our integrated network effect across private markets.

We believe adding new asset class solutions will foster deeper manager relationships, enabling managers and portfolio companies alike to benefit from our offerings.

As an example, our PCS solution is able to capitalize on the sourcing advantages presented by PES’s expansive network of GPs and portfolio companies.

Similarly, a portfolio company held by a manager in our PES solution may benefit directly from our IIS solution.

Leverage Data Capabilities

Our proprietary database provides access to valuable data and analytical tools that are the foundation of our investing process.

We believe our experience and insights will be increasingly impactful to the decision making processes of our investment team and our investors.

Moreover, we believe our differentiated data capabilities allow us to further support the private markets activities of our investors, enhance our investors experience and drive new innovative solutions.

Selectively Pursue Strategic Acquisitions and Relationships

We focus on growing organically but may complement our growth with selective strategic acquisition opportunities that expand our footprint, broaden our investor base, and further strengthen our solutions offering.

Specifically, we target opportunities with a market leading differentiated platform, an established and committed investor base, strong margins with operating leverage, management and advisory fee-based revenue, strong investment performance and a proven management team.

Our leadership team has a proven track record of identifying, acquiring and integrating companies to drive long-term value creation, and we will continue to maintain a highly disciplined approach to pursuing accretive acquisitions.

In September 2021, Enhanced entered into a strategic relationship with Crossroads, parent company of Capital Plus Financial (" CPF"), to promote impact credit.

See “Related Party Transactions—Strategic Relationship with Crossroads Systems, Inc.” On September 30, 2021, P10 Holdings closed on the purchases of Hark and Bonaccord from the global investment company and asset manager Aberdeen Capital Management LLC and certain related parties.

The Bonaccord APA provided for the acquisition of certain assets related to the business of acquiring minority equity interests in alternative asset management companies focused on private market strategies which may include private equity, private credit, real estate and real assets strategies, for total consideration of approximately $56 million.

In addition, the Bonaccord APA provides for potential earn-out payments of up to $20 million, during the 72-month period beginning on October 1, 2021, subject to the satisfaction of certain terms and conditions.

The Hark APA provided for the acquisition of certain assets related to the business of making loans to portfolio companies that are owned or controlled by financial sponsors, such as private equity funds or venture capital funds, and which do not meet traditional direct lending underwriting criteria, but where the repayment of the loan by the portfolio company is guaranteed by its financial sponsor, for a purchase price of approximately $5 million.

In addition, the Hark APA provides for potential earn-out payments of up to $5.4 million, during the 60-month period beginning on October 1, 2021, subject to the satisfaction of certain terms and conditions.

We believe these acquisitions further strengthened our position as a premier private markets solutions provider and added approximately $900 million in FPAUM.

The aggregate purchase price was paid using existing cash on balance sheet plus an additional draw on our credit facility of $35 million, plus potential future cash earn-outs based upon operating performance.

Consistent with this strategy, we continue to evaluate ongoing opportunities, some of which may be significant.

In October 2022, we acquired all of the outstanding membership interests of WTI through its subsidiary for total consideration of $105.2 million and an aggregate of 3,916,666 membership units of P10 Intermediate Holdings, LLC, which can be exchanged into 3,916,666 shares of P10 class A common stock, following applicable restrictive periods.

Further, the purchase agreement includes additional earnout milestones as EBITDA grows, with a total of $70 million available in earnout payments, in the form of cash or shares of P10 common stock, if EBITDA builds to $25 million and if the eligible employees are still employed by the Company.

As a pioneer in venture debt, WTI has deployed $7.8 billion in loan commitments across more than 1,400 venture-backed companies since its founding in 1980.

Many leading publicly traded technology companies, representing over $1 trillion in aggregate market capitalization, count WTI as an early lender and partner.

Adding WTI to our solutions portfolio strengthens our market position by adding a strategy capable of delivering growth, and good fund performance, in various market cycles.

Consistent with this strategy, we continue to evaluate ongoing opportunities, some of which may be significant.

Our Investment Process

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As of December 31, 2024, we track thousands of potential investment opportunities across private markets, spanning primary investment funds, secondaries and direct and co-investments.

Our attractive positioning within the private markets ecosystem, coupled with our synergistic network of general partners and extensive database has enabled us to cultivate a comprehensive funnel of what we believe are premier investment opportunities.

Our attractive positioning within the private markets

ecosystem, coupled with our synergistic network of general partners and extensive database has enabled us to cultivate a comprehensive funnel of what we believe are premier investment opportunities.

Initial Screen

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Provided that the opportunity meets the appropriate criteria, the investment committee issues an indicative approval to proceed with confirmatory due diligence.

Upon successful

confirmatory due diligence the Investment Committee will reconvene to review the investment for a final vote.

Upon successful confirmatory due diligence the Investment Committee will reconvene to review the investment for a final vote.

Once final approval has been obtained, the investment team may proceed with commitments or funding.

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Given our scale and position in the private markets ecosystem, we believe we are well positioned to help educate the broader investor and fund manager community on how best to integrate responsible investment considerations in their investment process and programs.

Our Fee-Paying AUM

Fee-Paying AUM (FPAUM)

FPAUM reflects the assets from which we currently earn management and advisory fees.

Our vehicles typically earn management and advisory fees based on committed capital, and in certain cases, net invested capital, depending on the fee terms.

Management and advisory fees based on committed capital are not affected by market appreciation or depreciation.

Our FPAUM has grown from approximately $9.9 billion as of December 31, 2018 to approximately $23.3 billion as of December 31, 2023 determined on a pro forma basis.

Organic FPAUM is calculated on a pro forma basis assuming the acquisitions of WTI, Five Points, TrueBridge, Enhanced, Bonaccord, and Hark were completed as of January 1, 2018.

Q1’23 organic FPAUM growth is the pro forma FPAUM growth from Q1’22 to Q1’23.

Q2’23 organic FPAUM growth is the pro forma FPAUM growth from Q2’22 to Q3’23.

Q3’23 organic FPAUM growth is the pro forma FPAUM growth from Q3’22 to Q3’23.

Q4’23 organic FPAUM growth is the pro forma FPAUM growth from Q4’22 to Q4’23.

“PF” refers to calculations made on a pro forma basis.

“A” refers to calculations made on an actual basis.

Our Fees and Other Key Contractual Terms

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The discretion to invest committed capital generally is subject to investment guidelines established by our investors or by us in conjunction with our investors.

In some cases, at the investor’s

request, we establish a separate investment vehicle, generally a limited partnership with our investor as the sole limited partner and a wholly owned subsidiary as the general partner.

In some cases, at the investor’s request, we establish a separate investment vehicle, generally a limited partnership with our investor as the sole limited partner and a wholly owned subsidiary as the general partner.

Our capital commitment to the limited partnership is typically 1% of total capital commitments.

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We seek to maintain excellent relationships with general partners and managers of investment funds, including those in which we have previously made investments for our investors and those in which we may invest in the future, as well as sponsors of investments that might provide co-investment opportunities in portfolio companies alongside the sponsoring fund manager.

However, because of the number of investors seeking to gain access to investment funds and co-investment opportunities managed or sponsored by the top performing fund managers, there can be no assurance that we will be able to secure the opportunity to invest on behalf of our investors in all or a substantial portion of the investments we select, or that the size of the investment opportunities available to us will be as large as we would desire.

However, because of the number of investors seeking to gain access to investment funds and co-investment opportunities managed or sponsored by the top performing fund managers, there can be no

assurance that we will be able to secure the opportunity to invest on behalf of our investors in all or a substantial portion of the investments we select, or that the size of the investment opportunities available to us will be as large as we would desire.

Access to secondary investment opportunities is also highly competitive and is often controlled by a limited number of general partners, fund managers and intermediaries.

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SEC Regulation

Certain subsidiaries of P10 are registered as an investment adviser with the SEC.

Certain subsidiaries of P10 are registered as investment advisers with the SEC.

As a registered investment adviser, each is subject to the requirements of the Investment Advisers Act, and the rules promulgated thereunder, as well as to examination by the SEC’s staff.

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In addition, certain funds are not registered under the Investment Company Act because we limit such funds to 100 or fewer “persons” as defined in the Investment Company Act.

In addition, certain WTI funds are registered under the Investment Company Act and must comply with the reporting and governance requirements of the Investment Company Act.

In addition, certain WTI funds are registered under the Investment Company Act and must comply with the reporting and governance requirements of

the Investment Company Act.

Compliance with the Investment Company Act can be complex and failure to comply can result in significant fines, penalties, loss to reputation and other material adverse effects on us.

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Some of our funds are treated as holding “plan assets” as defined under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), as a result of investments in those funds by benefit plan investors.

By virtue of its role as investment manager of these funds, each Adviser is a “fiduciary” under ERISA with respect to such benefit plan investors.

ERISA and the Code impose certain duties on persons that are fiduciaries under ERISA, prohibit certain transactions involving benefit plans and “parties in interest” or “disqualified persons” to those plans, and provide monetary penalties for violations of these prohibitions.

With respect to these funds, each Adviser relies on particular statutory and administrative exemptions from certain ERISA prohibited transactions, which exemptions are highly complex and may in certain circumstances depend on compliance by third parties whom we do not control.

By virtue of its role as investment manager of these funds, each applicable Adviser is a “fiduciary” under ERISA with respect to such benefit plan investors.

ERISA and the Code impose certain duties on persons that are fiduciaries under ERISA, prohibit certain transactions involving benefit plans and “parties in interest” or “disqualified persons” to those plans, and provide for monetary penalties for violations of these prohibitions.

With respect to these funds' regulations, each Adviser relies on particular statutory and administrative exemptions from certain ERISA prohibited transactions, which exemptions are highly complex and may in certain circumstances depend on compliance by third parties whom we do not control.

The failure of any Adviser or us to comply with these various requirements could have a material adverse effect on our business.

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We provide investment advisory and other services and raise funds in a number of countries and jurisdictions outside the United States.

In many of these countries and jurisdictions, which include the European Union ("EU"), the European

Economic Area ("EEA"), the individual member states of each of the EU and EEA, Central and South America, Australia and other countries in the South Pacific, we and our operations, and in some cases our personnel, are subject to regulatory oversight and requirements.

In many of these countries and jurisdictions, which include the European Union ("EU"), the European Economic Area ("EEA"), the individual member states of each of the EU and EEA, Central and South America, Australia and other countries in the South Pacific, we and our operations, and in some cases our personnel, are subject to regulatory oversight and requirements.

In general, these requirements relate to registration, licenses for our personnel, periodic inspections, the provision and filing of periodic reports, and obtaining certifications and other approvals.

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GDPR, China’s Personal Information Protection Law (PIPL), Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA) and territorial Canadian privacy laws, and the Privacy Acts of Australia and New Zealand.

In addition, California and at least thirteen other states have recently enacted, or are actively considering, consumer privacy laws that impose compliance obligations with regard to the collection, use and disclosure of personal information, as well as cybersecurity requirements to protect personal information and our data systems in general.

These privacy and cybersecurity laws and regulations have GDPR has heightened our privacy and cybersecurity compliance obligations, impacted our businesses’ collection, processing and retention of personal data, including how we protect that data, and imposed strict standards for reporting data breaches.

Many of these privacy and cybersecurity laws and regulations also provide for significant penalties for non-compliance.

In addition, California and at least nineteen other states have enacted comprehensive consumer privacy laws that impose compliance obligations with regard to the collection, use and disclosure of personal data, as well as cybersecurity requirements to protect personal data and our data systems in general.

These privacy and cybersecurity laws and regulations have heightened our privacy and cybersecurity compliance obligations, impacted our businesses’ collection, processing and retention of personal data, including how we protect that data, and imposed strict standards for reporting data breaches.

Many of these privacy and cybersecurity laws and regulations also provide significant penalties for non-compliance.

For more information, see “Risk Factors—Risks Related to Our Industry.”

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Typically, outside counsel negotiates directly with fund managers and deal sponsors and their counsel the terms of all limited partnership agreements, subscription documents, side letters, purchase agreements and other documents relating to primary, secondary and direct co-investments.

Our compliance and legal teams review and makes recommendations regarding amendments and requests for consents presented by the fund managers from time to time.

Our compliance and legal teams review and make recommendations regarding amendments and requests for consents presented by the fund managers from time to time.

In addition, our compliance and legal teams work with outside counsel as we deem necessary to prepare, review and negotiate all documents relating to the formation and operation of our funds.

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Sarbanes-Oxley Act of 2002.

Our Internal Audit group independently reports to an audit committee of our board of directors, operates with a global mandate and will be responsible for the examination and evaluation of the adequacy and effectiveness of the organization’s governance and risk management processes and internal controls, as well as the quality of performance in carrying out assigned responsibilities to achieve the organization’s stated goals and objectives.

Our Internal Audit group independently reports to an audit committee of our board of directors, operates with a global mandate and is responsible for the examination and evaluation of the adequacy and effectiveness of the organization’s governance and risk management processes and internal controls, as well as the quality of performance in carrying out assigned responsibilities to achieve the organization’s stated goals and objectives.

Human Capital

The Company believes that a strong focus on human capital through the talent we hire and retain is critical to maintaining our competitiveness.

As of December 31, 2023, we have 252 full-time equivalent employees, primarily located in the United States.

As of December 31, 2023, we had 252 total employees, including 108 investment professionals.

As of December 31, 2024, we have 267 full-time equivalent employees, primarily located in the United States, including 112 investment professionals.

Our employees are not represented by a collective bargaining group.

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We offer competitive benefits packages that reflect the needs of our workforce.

In the U.S., we provide all full-time employees medical, dental, and vision benefits, life and disability coverage, parental leave, education

reimbursement, and paid time off.

In the U.S., we provide all full-time employees medical, dental, and vision benefits, life and disability coverage, parental leave, education reimbursement, and paid time off.

We provide retirement benefits including a 401(k)-match program.

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In 2024, we continued the evolution of our D&I strategy and objectives and recognize it as an ongoing business imperative.

As of December 31, 2023, approximately 39% of our total work force and 17% of our senior leaders were female, while approximately 23% of our total work force and none of our senior leaders were minorities.

AVAILABLE INFORMATION

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We compete in all aspects of our business with a large number of asset management firms, commercial banks, broker-dealers, insurance companies and other financial institutions.

With respect to our investment strategies, we primarily compete with other private markets solutions providers within North America that specialize in private equity, venture capital, impact investing, NAV loans, GP stakes, and private credit.

With respect to our investment strategies, we primarily compete with other private markets solutions providers within North America and, upon closing of the Qualitas acquisition, Europe, that specialize in private equity, venture capital, impact investing, NAV loans, GP stakes, and private credit.

Access to secondary investment opportunities is also highly competitive and is often controlled by a

limited number of general partners, fund managers and intermediaries.

Access to secondary investment opportunities is also highly competitive and is often controlled by a limited number of general partners, fund managers and

intermediaries.

Our ability to continue to compete effectively will depend upon our ability to attract highly qualified investment professionals and retain existing employees.

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To the extent we enter into new lines of business, we will face numerous risks and uncertainties, including risks associated with the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts of risk, the required investment of capital and other resources and the loss of investors due to the perception that we are no longer focusing on our core business.

In addition, we may from time to time explore opportunities to grow our business via acquisitions, partnerships, investments or other strategic transactions.

In addition, we continue to explore opportunities to grow our business via acquisitions, partnerships, investments or other strategic transactions.

There can be no assurance that we will successfully identify, negotiate or complete such transactions, that any completed transactions will produce favorable financial results or that we will be able to successfully integrate an acquired business with ours.

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Future transactions and recent acquisitions could pose risks.

We frequently evaluate strategic opportunities and tactical acquisitions.

We frequently evaluate strategic opportunities and acquisitions.

We expect from time to time to pursue additional business opportunities and may decide to eliminate or acquire certain businesses, products or services.

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Any or all of these risks and uncertainties, individually or collectively, could have a material adverse effect on our business, financial condition and results of operations.

In September 2024, the Company announced the definitive agreement to acquire Qualitas.

This acquisition, expected to close in the first quarter of 2025, establishes a European presence and meaningfully grows P10’s investor base, positioning the Company as a leading global, multi-strategy private markets firm focused on the middle and lower-middle markets.

However, there can be no assurance that the Qualitas acquisition will be completed on the expected timeframe or at all, or that we will successfully integrate its operations into our business or otherwise realize the anticipated benefits of the acquisition.

Unforeseen liabilities may also arise from prior and future acquisition activity.

We have operations in numerous states, and continue to review potential acquisitions in states throughout the U.S., each of which has its own regulatory and compliance requirements.

We have operations in numerous states, and continue to review potential acquisitions in the European Union ("EU") and in states throughout the U.S., each of which has its own regulatory and compliance requirements.

Each of our current and future businesses is and will be required to comply with all applicable federal, state and local laws, rules and regulations.

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We have grown organically and further evolved by adding complementary solutions and integrating these solutions into our existing offerings to generate cross-selling opportunities across our existing investor base, as demonstrated by the acquisitions of Hark, Bonaccord, and WTI.

The substantial growth of our business has placed, and if it continues, will

continue to place, significant demands on our infrastructure, our investment team and other employees, and will increase our expenses.

The substantial growth of our business has placed, and if it continues, will continue to place, significant demands on our infrastructure, our investment team and other employees, and will increase our expenses.

In addition, we are required to continuously develop our infrastructure as a result of becoming a public company and in response to the increasingly complex investment management industry and increasing sophistication of investors.

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We expect to continue to utilize debt to finance our operations and potential future acquisitions, which will expose us to the typical risks associated with the use of leverage.

Significant future borrowings could make it more difficult for us to withstand adverse economic conditions or business plan variances, to take advantage of new business opportunities, or to make necessary capital expenditures.

Significant future borrowings could make it more difficult for us to withstand adverse economic conditions or business plan variances, to take advantage of new business opportunities, or to

make necessary capital expenditures.

Any portion of our cash flow required for debt service would not be available for our operations, distributions, dividends or other purposes.

Any substantial decrease in net operating cash flows or any substantial increase in expenses could make it difficult for us to meet our debt service requirements or force us to modify our operations.

Restrictive covenants in agreements and instruments governing our debt may adversely affect our ability to operate our business.

Restrictive covenants in agreements and instruments governing our debt may adversely affect our ability to operate our business and our failure to comply with any of these covenants may put us in default, which could have an adverse effect on our business and prospects.

The terms in our agreements and instruments governing our debt contain various provisions that limit our and our subsidiaries’ ability to, among other things:

• create or incur any lien;

• incur additional indebtedness;

• make or pay any Restricted Junior Payment (as defined in the Facility);

• create or permit any consensual encumbrance or restriction;

• enter into any merger or consolidation, or liquidate, wind-up or dissolve itself, or dispose of all or any part of its business, assets or property of any kind;

• make any acquisition or purchase any management fee tails;

• sell, pledge or otherwise dispose of any capital stock of any of its subsidiaries;

• enter into sale-leaseback transactions;

• enter into certain transactions or business activities with affiliates, including any joint venture;

• make certain modifications to organizational or debt documents or certain material contracts, including any change to fiscal year.

• create or incur any lien on our or our subsidiaries' assets;

• make acquisitions or other investments ;

• pay dividends or repurchase our equity interests;

• enter into any merger or consolidation;

• sell or otherwise dispose of any property or assets;

• enter into any transaction with an affiliate other than on an arms' length basis.

The restrictions in the agreements and instruments governing our debt may prevent us from taking actions that we believe would be in the best interests of our business, and may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted.

We also may incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility.

We may also incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility.

Our ability to comply with these covenants in future periods will largely depend on our ability to successfully implement our overall business strategy.

We cannot assure you that we will be granted waivers or amendments to these agreements or instruments if for any reason we are unable to comply with these agreements and instruments.

The breach of any of these covenants and restrictions could result in a default under the agreements and instruments governing our debt which could result in an acceleration of our indebtedness.

The breach of any of these covenants and restrictions could result in a default under the agreements and instruments governing our debt.

An event of default under any of the agreements and instruments relating to our outstanding indebtedness could cause all amounts outstanding with respect to that debt to be due and payable immediately, any future commitments for further credit to be terminated, a foreclosure against our assets comprising the collateral securing or otherwise supporting the debt and the pursuit of other legal remedies by our lenders.

Our assets and cash flow may be insufficient to fully repay borrowings under our outstanding debt instruments if the obligations thereunder were accelerated upon an event of default.

We may need to conduct asset sales or elect to pursue other alternatives, including proceedings under applicable insolvency laws relating to some or all of our business.

Any or all of the above could have a material adverse effect on our business, financing activities, financial conditions and operations.

Dependence on leverage by certain funds and portfolio companies subjects us to volatility and contractions in the debt financing markets and could adversely affect the ability of our specialized investment vehicles to achieve attractive rates of return on those investments.

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Finally, the interest payments on the indebtedness used to finance our specialized funds’ investments are generally deductible expenses for income tax purposes, subject to limitations under applicable tax law and policy.

Any change in such tax law or policy to eliminate or substantially limit these income tax deductions, as has been discussed from time to time in various jurisdictions, would reduce the after-tax rates of return on the affected investments, which may have an adverse impact on our business, results of operations and financial condition.

Any change in such tax law or policy to eliminate or substantially

limit these income tax deductions, as has been discussed from time to time in various jurisdictions, would reduce the after-tax rates of return on the affected investments, which may have an adverse impact on our business, results of operations and financial condition.

Defaults by investors in certain of our specialized funds could adversely affect that fund’s operations and performance.

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The value of the investments of our specialized investment vehicles is determined periodically by us based on the fair value of such investments as reported by the underlying fund managers.

Our valuation of the funds in which we invest is largely dependent upon the processes employed by the managers

of those funds.

Our valuation of the funds in which we invest is largely dependent upon the processes employed by the managers of those funds.

The fair value of investments is determined using a number of methodologies described in the particular funds’ valuation policies.

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In addition, our specialized funds directly or indirectly invest in businesses with capital structures that have significant leverage.

The leveraged capital structure of such businesses increases the exposure of the funds’ portfolio companies to adverse economic factors such as rising interest rates, downturns in the economy or deterioration in the condition of such business or its industry.

The leveraged capital structure of such businesses increases the exposure of the funds’ portfolio companies to

adverse economic factors such as rising interest rates, downturns in the economy or deterioration in the condition of such business or its industry.

If these portfolio companies default on their indebtedness, or otherwise seek or are forced to restructure their obligations or declare bankruptcy, we could lose some or all our investment and suffer reputational harm.

The portfolio companies in which private markets funds have invested or may invest will sometimes involve a high degree of business and financial risk.

oversight, may require substantial additional capital to support their operations, finance expansion or maintain their competitive position, may have a high level of leverage, or may otherwise have a weak financial condition.

These companies may be in an early stage of development, may not have a proven operating history, may be operating at a loss or have significant variations in operating results, may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence, may be subject to extensive regulatory oversight, may require substantial additional capital to support their operations, finance expansion or maintain their competitive position, may have a high level of leverage, or may otherwise have a weak financial condition.

In addition, these portfolio companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing, and other capabilities, and a larger number of qualified managerial and technical personnel.

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By their terms, these instruments may provide that their holders are entitled to receive payments of dividends, interest or principal on or before the dates on which payments are to be made in respect of our investors’ investments.

Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a company in which one or more of our specialized investment vehicles or advisory accounts hold an investment, holders of securities ranking senior to our investors’ investments would typically be entitled to receive payment in full before distributions could be made in respect of our investors’ investments.

payment in full before distributions could be made in respect of our investors’ investments.

After repaying senior security holders, the company may not have any remaining assets to use for repaying amounts owed in respect of our investors’ investments.

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The termination of such relationships by a critical mass of such fund managers and sponsors or the imposition of widespread restrictions on our ability to use the data we obtain for our reporting and monitoring services could adversely affect our business, financial condition and results of operations.

Operational risks, data security breaches, loss or leakage of data and other interruptions of our information technology systems or those of our third-party service providers may disrupt our business, compromise sensitive information related to our business, or prevent us from accessing critical information, which may result in losses or limit our growth.

Operational risks, data security breaches, AI related cyber events, loss or leakage of data and other interruptions of our information technology systems or those of our third-party service providers may disrupt our business, compromise sensitive information related to our business, or prevent us from accessing critical information, which may result in losses or limit our growth.

We rely heavily on our financial, accounting, compliance, monitoring, reporting and other data processing systems.

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It is critical that we do so in a secure manner to maintain the confidentiality and integrity of such confidential information.

A failure or interruption of our systems, including the loss of data, whether caused by fire, other natural disaster, power or telecommunications failure, service interruptions, system malfunction, unauthorized access, computer viruses, acts of terrorism or war or otherwise, could result in a disruption of our business, liability to investors, regulatory intervention or reputational damage, and thus materially and adversely affect our business.

A failure or interruption of our systems,

including the loss of data, whether caused by fire, other natural disaster, power or telecommunications failure, service interruptions, system malfunction, unauthorized access, computer viruses, acts of terrorism or war or otherwise, could result in a disruption of our business, liability to investors, regulatory intervention or reputational damage, and thus materially and adversely affect our business.

Although we have back-up systems in place, including back-up data storage, our back-up procedures and capabilities in the event of a failure or interruption may not be adequate.

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The techniques used by cyber criminals change frequently, may not be recognized until launched, and can originate from a wide variety of sources, including outside groups such as third-party service providers, organized crime affiliates, terrorist organizations, or hostile foreign governments or agencies.

Advancements in emerging technologies, such as artificial intelligence or quantum computing, may also be used by cyber criminals to increase the variety and effectiveness of cyberattack techniques, enhance the pace of such attacks, and increase the severity of the damage they cause.

Any such failure or breach could result in material financial loss, regulatory actions, breach of investor contracts, reputational harm or legal liability.

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In our investment management business, we make investment decisions on behalf of our investors that could result in substantial losses.

Any such losses also may subject us to the risk of legal and regulatory liabilities or actions

alleging negligent misconduct, breach of fiduciary duty or breach of contract.

Any such losses also may subject us to the risk of legal and regulatory liabilities or actions alleging negligent misconduct, breach of fiduciary duty or breach of contract.

These risks often may be difficult to assess or quantify and their existence and magnitude often remain unknown for substantial periods of time.

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International operations are subject to certain risks, which may affect our revenue.

We intend to grow our non-U.S.

Upon the closing of the acquisition of Qualitas, we will have a European presence and we intend to grow our non-U.S.

business, including growth into new regions with which we have less familiarity and experience, and this growth is important to our overall success.

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Events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems.

For example, in the first half of 2023, multiple banks, including Silicon Valley Bank (“SVB”), were swept into receivership and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver of SVB.

Although depositors of SVB regained access to their deposited funds after only one business day of closure, including funds held in uninsured deposit accounts, borrowers under credit agreements, letters of credit and certain

other financial instruments with SVB, Signature Bank or any other financial institution that is placed into receivership by the FDIC may be unable to access undrawn amounts thereunder.

Access to funding sources and other credit arrangements by us, investors in our funds, and our co-investors could be significantly impaired by factors that affect the financial services industry or economy in general.

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We are uncertain if subsequent offerings will increase the owner shift to be greater than 50%.

In order to protect the Company's NOLs, we included a provision in our amended and restated certificate of incorporation (the "Protective Provision").

The Protective Provision generally restricts any direct or indirect transfers of the common stock if the effect would be to increase the direct or indirect ownership of the common stock by any person from less than 4.99% to 4.99% or more of the common stock, or increase the percentage of the common stock owned directly or indirectly by a person owning or deemed to own 4.99% or more of the common stock (with percentage ownership determined under applicable U.S.

federal income tax rules).

We also had a shareholder rights plan that prohibits anyone becoming a holder of 4.99% or more of our common stock (as determined for tax purposes) without prior board of directors' approval.

However, the Protective Provision lapsed and the shareholders rights plan was redeemed in 2024 and are no longer in effect.

Thus, there are no longer provisions in our governing documents designed to prevent an "ownership change."

If an ownership change occurs, we will be limited in our ability to realize a tax benefit from the use of our deferred tax assets, whether or not we are profitable in future years.

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For transactions that have been announced to the public or for which a binding commitment has been entered into when the final regulations are published, the provisions of IRS Notice 2003-65 should still be available.

The collectability of revenue under the Advisory Services Agreement is dependent on future cash flows of Enhanced PC.

The collectability of revenue under the Advisory Services Agreements is dependent on future cash flows of Enhanced PC.

While we expect Enhanced PC’s cash flows to be sufficient such that it is probable that we will collect all of the promised consideration to which we will be entitled in exchange for the services that will be transferred to Enhanced PC, we cannot assure you that the cash flows will be sufficient and we may not collect all of the promised consideration.

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In exchange for those services, ECG receives advisory fees from Enhanced PC based on a fixed fee schedule under which annual fees decline between $0.4 million and $4.0 million each year, totaling $115.1 million over 10 years.

The services contemplated under the Advisory Services Agreement did not previously generate revenues when the Permanent Capital Subsidiaries (as defined below) were owned by ECG.

The services contemplated under the Advisory Services Agreements did not previously generate revenues when the Permanent Capital Subsidiaries (as defined below) were owned by ECG.

We have assessed the collectability of these revenues in light of the observed losses associated with the Permanent Capital Subsidiaries which were contributed to Enhanced PC and will represent substantially all of the operations of Enhanced PC.

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• some of our competitors may have more flexibility than us in raising certain types of investment funds under the investment management contracts they have negotiated with their investors;

• some of our competitors have instituted or may institute low cost high speed financial products and services based on artificial intelligence and new competitors may enter the space using new products and services based on artificial intelligence;

• some of our competitors may have better expertise or be regarded by investors as having better expertise in a specific asset class or geographic region than we do.

This competitive pressure could adversely affect our ability to make successful investments and restrict our ability to raise future funds, either of which would materially and adversely impact our business, financial condition and results of operations.

Emerging technologies, such as artificial intelligence, may disrupt the market, lead to greater legal and regulatory risks, and adversely affect our ability to compete.

The emergence of disruptive technologies, such as artificial intelligence, may significantly disrupt the markets in which we operate, increase competition for investment opportunities, and lower costs for our competitors.

Some of our competitors have significant amounts of capital and access to resources that may allow them to incorporate these emerging technologies into their business.

If we are unable to innovate quickly enough to keep pace with these technological developments, it may adversely impact our ability to compete.

These technologies, and their current and potential future applications, as well as the legal and regulatory frameworks within which they operate, are rapidly evolving.

The full extent of current or future risks related thereto is difficult to predict.

These technologies may also subject us to legal and regulatory risks and compliance costs, which could have a material adverse effect on our business, financial conditions and results of operations.

The Company is exploring how artificial intelligence can be used internally by our business teams to increase productivity, assist in cyber security related matters, as well as improve data quality and reporting.

Internal technology teams have worked with an array of artificial intelligence technologies to explore use cases and become familiar with offerings within our current technology stack.

The Company is working with new and in-place third party vendors and software as a

service providers to leverage artificial intelligence and artificial general intelligence technologies being implemented in their products.

Data accuracy, collection, and governance is an important part of the data strategy at the Company, this will keep us prepared and ready to take advantage of artificial intelligence and artificial general intelligence in the future as the regulatory environment and industry offerings mature.

Difficult market conditions can adversely affect our business by reducing the market value of the assets we manage or causing our customized separate account investors to reduce their investments in private markets.

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While our financial profile features a highly predictable, recurring revenue stream of most management and advisory fees, earned primarily on committed capital from long-term, contractually locked up funds, our profitability may be adversely affected by our fixed costs and the possibility that we would be unable to scale back other costs within a time frame sufficient to match any decreases in revenue relating to changes in market and economic conditions.

If our revenue declines without a

commensurate reduction in our expenses, our net income will be reduced.

If our revenue declines without a commensurate reduction in our expenses, our net income will be reduced.

Accordingly, difficult market conditions could materially and adversely affect our business, financial condition and results of operations.

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Additionally, legislation, including proposed legislation regarding executive compensation and taxation of carried interest, may adversely affect our ability to attract and retain key personnel.

Our advisory and investment management businesses are subject to regulation in the U.S., including by the SEC, the Small Business Administration (“SBA”), the Commodity Futures Trading Commission, the Internal Revenue Service (the “IRS”) and other regulatory agencies, pursuant to, among other laws, the Investment Advisers Act, the Securities Act, the Small Business Investment Act of 1958, the Code, the Commodity Exchange Act, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

“IRS”) and other regulatory agencies, pursuant to, among other laws, the Investment Advisers Act, the Securities Act, the Small Business Investment Act of 1958, the Code, the Commodity Exchange Act, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Any change in such regulation or oversight may have a material adverse impact on our operating results.

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For example, there are a significant number of regulations that may affect our business under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd- Frank Act”) and other recent SEC proposed or adopted rules.

The SEC recently proposed rules that would overhaul the regulation of the private fund industry, to significantly increase disclosure requirements and impose substantive requirements and prohibitions on fund advisory contracts, and if these rules are adopted as proposed, will increase our Advisers’ compliance monitoring and reporting obligations, resulting in increased costs of compliance, and may require certain changes to our practices.

In 2023, the SEC proposed rules that would significantly change how investment advisers manage and safeguard client assets by expanding the custody rule to apply to all client assets held in its advisory account, and if adopted as proposed, will introduce new challenges and costs to our investment advisory business.

In May of 2023, the SEC adopted rules to significantly increase the amount of information required to be included in private fund reporting, and will significantly increase compliance costs associated with our reporting requirements.

As one example, in 2024 the SEC adopted rules that increase the amount of information certain registered investment advisers must report to the SEC on a regular basis relating to private funds they advise.

In addition, in 2023 the SEC adopted rules (the "Private Fund Adviser Rules" that significantly increased disclosure requirements and impose substantive requirements and prohibitions on fund advisory and related contracts, and that, once implemented, promised both to increase our Advisers’ compliance monitoring and reporting obligations, resulting in increased costs of compliance, and to require changes to our Advisers' practices.

However, the Private Fund Adviser Rules were vacated by the US Fifth Circuit Court of Appeals in 2024 prior to going into effect, and the SEC proposed a new rule applicable to US registered investment advisers (the "Safeguarding Rule") that would significantly change how investment advisers manage and safeguard client assets by expanding the custody rule to apply to all client assets held in its advisory account, and if adopted as proposed, would have introduced new challenges and costs to our investment advisory business.

As of the date hereof, however, the Safeguarding Rule has not been adopted.

The SEC has increased its regulation of the asset management and private fund industries in recent years, focusing on the private equity industry’s fees, allocation of expenses to funds, valuation practices, allocation of fund investment opportunities, custody of the fund assets, marketing and advertising, disclosures to fund investors, the allocation of broken-deal expenses and general conflicts of interest disclosures.

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or foreign governmental regulatory authorities or self-regulatory organizations that supervise the financial markets.

Following the exit of the United Kingdom (“UK”) from the European Union ("EU") we can no longer rely on “passporting” privileges that allow issuers approved in the UK to raise capital in EU jurisdictions without restrictions.

Following the exit of the United Kingdom (“UK”) from the EU we can no longer rely on “passporting” privileges that allow issuers approved in the UK to raise capital in EU jurisdictions without restrictions.

To the extent we raise capital in any EU jurisdiction, we are subject to new and increased regulations and we may also be adversely affected by changes in the interpretation or enforcement of existing laws and rules by EU state governmental authorities and self-regulatory organizations.

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preparing data maps or records of our sources, usage, storage and sharing of personal information;

maintaining and

updating detailed disclosures in our privacy policies;

maintaining and updating detailed disclosures in our privacy policies;

conducting risk assessments for the use of sensitive personal information;

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and other adverse business impacts, any of which could materially and adversely affect our business, financial condition and results of operations.

In the U.S., there are numerous U.S.

federal and state laws and regulations relating to personal information privacy and protection.

In the U.S., there are numerous federal and state laws and regulations relating to personal information privacy and protection.

For example, at a federal level, we may be subject to the Gramm-Leach-Bliley Act (“GLBA”) that applies to financial institutions and requires regulated entities to implement and maintain certain data privacy and security safeguards.

In addition, the SEC recently changed its disclosure requirements regarding cybersecurity risk management, strategy, governance and incident reporting.

These changes require companies to investigate all cybersecurity incidents without unreasonable delay, determine their level of materiality, and report specific details about any material cybersecurity incidents in a separate filing within four business days.

These changes also require additional information in annual disclosures regarding companies’ cybersecurity risk management and reporting processes, as well as the cybersecurity expertise of relevant personnel and third-party service providers or auditors.

In addition, the SEC requires certain disclosures regarding cybersecurity risk management, strategy, governance and incident reporting.

These SEC rules require companies to investigate all cybersecurity incidents without unreasonable delay, determine their level of materiality, and report specific details about any material cybersecurity incidents in a separate filing within four business days.

These rules also require additional information in annual disclosures regarding companies’ cybersecurity risk management and reporting processes, as well as the cybersecurity expertise of relevant personnel and third-party service providers or auditors.

At the state level, certain states have enacted comprehensive laws governing personal information of consumers, employees and business representatives.

For example, we may be subject to the California Consumer Privacy Act (“CCPA”), as amended.

The CCPA, similar to other state privacy laws, imposes obligations that include, but are not limited to, providing specific disclosures in privacy notices and affording residents certain rights related to their personal information.

The CCPA allows for statutory fines for noncompliance and provides that a new government agency may implement and enforce the CCPA which could increase the risk of an enforcement action.

Colorado, Virginia, Utah, and Connecticut also passed comprehensive privacy laws, modeled in part after the CCPA, that took effect in 2023.

Eight other states have passed similar privacy laws that will take effect between 2024 and 2026, including Texas, Delaware, Oregon, Tennessee, Iowa, Indiana, New Jersey, and Montana.

The CCPA, similar to other state privacy laws, imposes obligations that include, but are not limited to, providing specific disclosures in privacy notices, conducting risk assessments, entering into contracts governing the disclosure of personal data with vendors and service providers, and affording residents certain rights related to their personal information.

The CCPA allows for statutory fines for noncompliance, provides a private right of action to consumers, and allows concurrent jurisdiction to enforce the CCPA by both the California Attorney General as well as the newly-created California Privacy Protection Agency, all of which could increase the risk of an enforcement action or civil litigation related to our privacy practices.

The following states have also passed comprehensive privacy laws, modeled in part after the CCPA, that are currently in effect:

California, Colorado, Connecticut, Delaware, Iowa, Montana, Nebraska, New Hampshire, New Jersey, Oregon, Rhode Island, Tennessee, Texas, Utah, and Virginia.

Additionally, Indiana, Kentucky, Maryland, and Minnesota have passed similar privacy laws that will take effect by January 1, 2026.

Failure to comply with these privacy laws can result in civil penalties.

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The United Kingdom adopted its own General Data Protection Regulation that has similar provisions, requirements, and penalties for non-compliance as the EU GDPR.

Many other countries and jurisdictions have enacted similar privacy laws.

For example, Canada is currently updating its comprehensive privacy law, the Personal Information Protection and Electronic Documents Act, which is modeled in part after the GDPR.

The Canadian province of Quebec passed its own privacy law, called Quebec Law 25, which further restricts

how companies may process the personal information of resident of those countries and localities.

Failure to comply with these international privacy laws can result in civil penalties.

Certain jurisdictions, including the EU, UK and China, have enacted data localization laws and cross-border personal information transfer laws, which may make it more difficult to transfer personal information across jurisdictions (such as transferring or receiving personal information that originates in the EU or in other foreign jurisdictions).

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federal government may create regulatory uncertainty for our funds’ portfolio companies and our investment strategies and adversely affect the profitability of our funds’ portfolio companies.

Ongoing political developments could adversely impact our investment management and investment advisory businesses.

Increased competition from banks and other financial institutions in the credit markets could have the effect of reducing credit spreads, which may adversely affect the revenues we receive from our credit and other funds whose strategies include the provision of credit to borrowers.

On the other hand, it is also possible that the financial services industry may face an increasingly difficult political and regulatory environment.

politicians have expressed support for policies that call for greater regulatory oversight of the financial services industry, including the private equity industry.

If these proposals were to become policy such developments could potentially have a material adverse effect on our business and the business of the funds in which our funds and our other investors invest.

Governmental policy changes and regulatory or tax reform could also have a material effect on our funds.

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The failure to accurately predict the possible outcome of policy changes and regulatory reform could have a material adverse effect on the returns generated from our funds’ investments and our revenues.

In recent years, the U.S.

has imposed tariffs on various products imported into the U.S.

The United States has recently enacted and proposed to enact significant new tariffs.

Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S.

trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S.

trade policies, treaties and tariffs.

These tariffs have resulted in, and may continue to trigger, retaliatory actions by affected countries, including the imposition of tariffs on the U.S.

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companies access to critical raw materials.

Governmental actions related to the imposition of tariffs or other trade barriers or changes to international trade agreements or policies, could increase costs, decrease margins, reduce the

competitiveness of products and services offered by current and future portfolio companies and adversely affect the revenues and profitability of companies whose businesses rely on goods imported from outside of the U.S.

There continues to exist significant uncertainty about the future relationship between the U.S.

and other countries with respect to such trade policies, treaties and tariffs.

These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U,S, Additionally, governmental actions related to the imposition of tariffs, including the possibility of future increased tariffs imposed by the Trump administration, or other trade barriers or changes to international trade agreements or policies, could increase costs, decrease margins, reduce the competitiveness of products and services offered by current and future portfolio companies, restrict our current and future portfolio companies' access to suppliers or customers and adversely affect the revenues and profitability of companies whose businesses rely on goods imported from outside of the U.S.

In addition, if we fail to monitor and adapt to changes in policy and the regulations to which we are or may become subject, we could be subject to enforcement actions, which may materially and adversely affect our businesses, financial condition and results of operations.

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The rules relating to U.S.

federal income taxation are periodically under review by persons involved in the legislative and administrative rulemaking processes, by the IRS and by the U.S.

federal income taxation are periodically under review by persons involved in the legislative and administrative rulemaking processes, including the IRS and the U.S.

Department of the Treasury, resulting in revisions of regulations and revised interpretations of established concepts as well as statutory changes, including changes in tax rates.

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It also imposed new limitations on several tax benefits, including deductions for business interest, use of NOL carryforwards, taxation of foreign income, and the foreign tax credit, among others.

Many of those changes are set to expire at the end of 2025, unless extended through new legislation.

The CARES Act, enacted on March 27, 2020, in response to the COVID-19 pandemic, further amended the U.S.

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If our effective tax rate increases, our operating results and cash flow could be adversely affected.

Our effective income tax rate can vary significantly between periods due to a few complex factors including, but not

limited to, projected levels of taxable income, tax audits conducted and settled by tax authorities, and adjustments to income taxes upon finalization of income tax returns.

Our effective income tax rate can vary significantly between periods due to a few complex factors including, but not limited to, projected levels of taxable income, tax audits conducted and settled by tax authorities, and adjustments to income taxes upon finalization of income tax returns.

Federal, state and foreign anti-corruption and sanctions laws create the potential for significant liabilities and penalties and reputational harm.

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It is expected that additional laws and regulations will come into force in the EEA, the EU and other countries in which we operate over the coming years.

These laws and regulations may affect our costs and manner of conducting business in one or more markets, the risks of doing business, the assets that we manage or advise, and our ability to raise capital from

Any failure by us to comply with either existing or new laws or regulations could have a material adverse effect on our business, financial condition and results of operations.

We are subject to increasing scrutiny from institutional investors with respect to ESG costs of investments made by our funds, which may constrain investment opportunities for our funds and adversely affect our ability to raise capital from such investors.

In recent years, certain institutional investors have placed increasing importance on environmental, social and governance (“ESG”) implications of investments made by private equity and other funds to which they commit capital.

We have been, and may continue to be, subject to increasing scrutiny from institutional investors with respect to ESG costs of investments made by our funds, which could constrain investment opportunities for our funds and adversely affect our ability to raise capital from such investors.

In recent years, certain institutional investors have placed importance on environmental, social and governance (“ESG”) implications of investments made by private equity and other funds to which they commit capital.

Certain investors have also demonstrated increased activism with respect to existing investments, including by urging asset managers to take certain actions that could adversely affect the value of an investment, or refrain from taking certain actions that could improve the value of an investment.

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Under the Investment Advisers Act, each of the investment advisory agreements for the funds and other accounts we manage must provide that it may not be assigned without the consent of the particular fund or other client.

An assignment may occur under the Investment Advisers Act if, among other things, an Adviser undergoes a change of control.

An assignment

may occur under the Investment Advisers Act if, among other things, an Adviser undergoes a change of control.

After a “Sunset” becomes effective, the Class B common stock will convert into Class A common stock that is one vote per share instead of ten votes per share, and the Controlled Company Agreement will expire, meaning that the Class B Holders party thereto will no longer control the appointment of directors or be able to direct the vote on all matters that are submitted to our stockholders for a vote.

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However, if anything were to happen that would cause P10 to be deemed to be an investment company under the Investment Company Act, requirements imposed by the Investment Company Act, including limitations on our capital structure, ability to transact business with affiliates (including us) and ability to compensate key employees, could make it impractical for us to continue our business as currently conducted, impair the agreements and arrangements between and among the Advisers, the general partners, the funds, us or our senior leadership team, or any combination thereof and materially and adversely affect our business, financial condition and results of operations.

The protective provision contained in our Amended and Restated Certificate of Incorporation, which is intended to help preserve the value of certain income tax assets, primarily tax NOL carryforwards, may have unintended negative effects.

We also have a shareholder rights plan to provide similar protection.

Use of our NOLs may be limited by an “ownership change” as defined under Section 382, and the Treasury Regulations thereunder.

In order to protect the Company’s significant NOLs, we included a provision to protect our NOLs in our amended and restated certificate of incorporation (the “Protective Provision”).

The Protective Provision is designed to assist the Company in protecting the long-term value of its accumulated NOLs by limiting certain transfers of the Company’s common stock.

The Protective Provision’s transfer restrictions generally restrict any direct or indirect transfers of the common stock if the effect would be to increase the direct or indirect ownership of the common stock by any person from less than 4.99% to 4.99% or more of the common stock, or increase the percentage of the common stock owned directly or indirectly by a person owning or deemed to own 4.99% or more of the common stock (with percentage ownership determined under applicable U.S.

federal income tax rules).

Any direct or indirect transfer attempted in violation of the Protective Provision will be void as of the date of the prohibited transfer.

The Protective Provision requires any person attempting to become a holder of 4.99% or more of our common stock or seeking to undertake certain other transfers of our common stock to seek the approval of our Board.

We also have a shareholder rights plan that prohibits anyone becoming a holder of 4.99% or more of our common stock (as determined for tax purposes) without prior board of directors’ approval.

The Protective Provision and shareholder rights plan may have an unintended “anti-takeover” effect because our Board may be able to prevent any future takeover.

Similarly, any limits on the amount of stock that a shareholder may own could have the effect of making it more difficult for shareholders to replace current management.

Additionally, because the Protective Provision may have the effect of restricting a shareholder’s ability to dispose of or acquire our common stock, the liquidity and market value of our common stock might suffer.

Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, and the federal district courts as the exclusive forum for Securities Act claims, which could limit our stockholders’ ability to obtain what such stockholders believe to be a favorable judicial forum for disputes with us or our directors, officers, other employees, or agents.

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Fulfilling our public company financial reporting and other regulatory obligations is expensive and time consuming.

As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company.

For example, we are subject to the reporting requirements of the Exchange Act and are required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as rules and regulations subsequently implemented by the SEC and the NYSE, including the establishment and maintenance of effective disclosure controls and internal controls over financial reporting and implementation of public company corporate governance practices.

We expect that continued compliance with these requirements will increase our legal and financial compliance costs, including as a result of the need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge, and will make some activities more time consuming and costly.

We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.

As a public company, we are subject to the reporting, accounting and corporate governance requirements of the NYSE, the Exchange Act, the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and Section 619 of the Dodd-Frank Act that apply to issuers of listed equity, which impose certain significant compliance requirements, costs and obligations upon us.

As a public company, we incur significant legal, accounting and other expenses to comply with the reporting requirements of the Exchange Act and the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as rules and regulations implemented by the SEC and the NYSE, including the establishment and maintenance of effective disclosure controls and internal controls over financial reporting and implementation of public company corporate governance practices.

The requirements of being a public company and ongoing compliance with these rules and regulations require a significant commitment of additional resources and management oversight, which increases our operating costs and could divert the attention of our management and personnel from other business concerns.

Changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming.

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Even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business operations and financial results.

These factors could also make it more difficult for us to attract and retain qualified colleagues, executive officers and members of our board of directors.

factors could also make it more difficult for us to attract and retain qualified colleagues, executive officers and members of our board of directors.

We are a “controlled company” within the meaning of the NYSE listing standards and, as a result, we qualify for, and may rely on, exemptions from certain corporate governance requirements.

So long as no Sunset has occurred, the Class B stockholders who are party to the Controlled Company Agreement hold approximately 60% of the Company’s outstanding voting power and thereby control the outcome of matters submitted to a stockholder vote.

So long as no Sunset has occurred, the Class B stockholders who are party to the Controlled Company Agreement hold more than 50% of the Company’s outstanding voting power and thereby control the outcome of matters submitted to a stockholder vote.

As a result of the voting power held by those Class B stockholders who are party to the Controlled Company Agreement, we qualify as a “controlled company” within the meaning of the corporate governance standards of the NYSE.

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Emerging growth companies are exempt from this requirement for a period of five years, or until it no longer qualifies as an emerging growth company, whichever occurs first.

We maintain internal control procedures to satisfy the requirements of Section 404(a), which requires annual

management assessments of the effectiveness of our internal control over financial reporting.

We maintain internal control procedures to satisfy the requirements of Section 404(a), which requires annual management assessments of the effectiveness of our internal control over financial reporting.

At such time as we are to acquire an attestation, confidence in the reliability of our financial statements is likely to suffer if our independent registered public accounting firm reports a material weakness or significant deficiency in our internal control over financial reporting.

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We will cease to be an emerging growth company upon the earliest of:

$1.0 billion in non-convertible debt securities or (iv) the end of any fiscal year in which the market value of our Class A common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

(i) the end of the fiscal year following the fifth anniversary of our initial public offering, (ii) the first fiscal year after our annual gross revenues are $1.07 billion or more, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities or (iv) the end of any fiscal year in which the market value of our Class A common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

We cannot predict if investors will find our Class A common stock less attractive if we choose to rely on these exemptions.

19 unchanged sentences

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What changed 10-K

Item 1. Business