What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-28 compared with 2024-03-13 · 482 added, 431 removed, 825 unchanged (53% of the section changed)

29 unchanged sentences

Chicago, Illinois

March 12, 2024

February 28 , 2025

Consolidated Balance Sheets

13 unchanged sentences

LIABILITIES AND EQUITY

Accounts payable

Accrued expenses

Accounts payable and accrued expenses

Accrued compensation and benefits

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Due from related parties

Investment in unconsolidated subsidiaries

Prepaid expenses and other assets

3 unchanged sentences

Intangibles, net

Accounts payable

Accrued expenses

Accounts payable and accrued expenses

Accrued compensation and benefits

1 unchanged sentence

Contingent consideration

Accrued contingent liability

Accrued contingent liabilities

Deferred revenues

Long-term lease obligation

Lease liabilities

Debt obligations

Deferred tax liabilities, net

Total liabilities

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OTHER (EXPENSE)/ INCOME

Interest expense implied on notes payable to sellers

Interest expense, net

Loss on extinguishment of debt

Other (expense)/income

Other (losses)/income

Total other (expense)

Net (loss)/income before income taxes

Income tax (expense)/benefit

NET (LOSS)/INCOME

preferred dividends attributable to redeemable

noncontrolling interests

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

NET (LOSS)/INCOME ATTRIBUTABLE TO P10

Earnings per share

Basic (loss)/earnings per share

Diluted (loss)/earnings per share

Net income/(loss) before income taxes

Income tax (expense)

NET INCOME/(LOSS)

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

NET INCOME/(LOSS) ATTRIBUTABLE TO P10

Earnings/(loss) per share

Basic earnings/(loss) per share

Diluted earnings/(loss) per share

Weighted average shares outstanding, basic

9 unchanged sentences

Balance at December 31, 2021

Net income attributable to P10

Stock-based compensation

Exchange of common stock and redeemable noncontrolling interest to Class B common stock

Issuance of Class A common stock sold in IPO, net of underwriting discounts

Deferred offering costs

Issuance of restricted stock awards

Exchange of Class B common stock for Class A common stock in connection with IPO

Exchange of Class B units for Class A common stock and redemption of corresponding Class B common stock in connection with registered offering subsequent to reorganization and IPO

Exchange of Class B common stock for Class A common stock

Balance at December 31, 2021

Stock-based compensation

Deferred offering costs

Issuance of restricted stock awards

Issuance of restricted stock units

4 unchanged sentences

Settlement of stock options

Capital contributions from non-controlling interests, net

Capital contributions from non-controlling interests

Distributions to non-controlling interests

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Stock repurchase

Distributions to non-controlling interests

Distributions to non-controlling interests, net

Dividends declared

1 unchanged sentence

Balance at December 31, 2023

Stock-based compensation

Issuance of restricted stock awards

Issuance of restricted stock units

Exchange of Class B common stock for Class A common stock

Exercise of stock options

Repurchase of common stock for employee tax witholding

Stock repurchase

Accrual for excise tax associated with stock repurchases

Distributions to non-controlling interests, net

Dividends declared

Dividends paid per share $ 0.14

Balance at December 31, 2024

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

3 unchanged sentences

CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss)/income

Adjustments to reconcile net (loss)/income to net cash provided by operating

Net income/(loss)

Adjustments to reconcile net income/(loss) to net cash provided by operating

Stock-based compensation

Non-cash incentive compensation

Depreciation expense

2 unchanged sentences

Income from unconsolidated subsidiaries

Deferred tax expense/(benefits)

Deferred tax expense

Loss on extinguishment of debt

Measurement of contra-revenue put option

Amortization of contingent payment to customers

6 unchanged sentences

Right-of-use assets

Accounts payable

Accrued expenses

Accounts payable and accrued expenses

Accrued compensation and benefits

11 unchanged sentences

Investments in unconsolidated subsidiaries

Proceeds from investments in unconsolidated subsidiaries

Distributions from investments in unconsolidated subsidiaries

Software capitalization

Post-closing payments related to acquisitions

Purchases of property and equipment

1 unchanged sentence

CASH FLOWS USED IN FINANCING ACTIVITIES

Repayment of notes payable to sellers

Repayment of loans payable

Borrowings on debt obligations

Repayments on debt obligations

Cash paid for extinguishment of debt

Cash exercise of stock options

Repurchase of Class A common stock

Repurchase of Class A common stock for employee tax withholding

Repurchase of Class B common stock

Repurchase of Class A common stock

Payment of preferred stock dividends

Proceeds from initial public offering

Payment of initial public offering underwriting fees

Payment of contingent consideration

Deferred offering costs

Cash settlement of stock options

Dividends paid

Distributions to partners

Distributions to non-controlling interests

Debt issuance costs

9 unchanged sentences

Cash paid for interest

Cash paid for extinguishment of debt

Net cash paid for income taxes

NON-CASH INVESTING AND FINANCING ACTIVITIES

Issuance of noncontrolling interests in acquisition

Additions to right-of-use assets

Additions to lease liabilities

Additions to contingent payments to customers

Additions to accrued contingent liability

Additions to property and equipment

Additions to contingent consideration

Dividends declared

Fair value adjustment to contingent consideration

RECONCILIATION OF CASH, CASH EQUIVALENTS AND

5 unchanged sentences

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

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

Description of Business

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We were founded as a Texas corporation in 1992 and reincorporated in Delaware in 2000.

Our headquarters is in Dallas, Texas.

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

Our headquarters are in Dallas, Texas.

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

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

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

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

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

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

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

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

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

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

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This allowed the WTI sellers to obtain a partnership interest in P10 Intermediate and all of its subsidiaries.

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

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

As of December 31, 2024 , no units have been exchanged into shares of P10 Class A common stock.

The results of WTI’s operations have been included in the consolidated financial statements effective October 13, 2022.

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Additionally, the Company makes periodic distributions to the WTI sellers for tax related and other agreed upon expenses in accordance with the terms of the P10 Intermediate operating agreement.

On October 20, 2023, the Company entered into an executive transition agreement with each of Mr.

The Board approved a program to repurchase shares of our Class A and Class B common stock.

As of December 31, 2024 , the Board has approved $ 92.0 million, of which $ 52.0 million was approved during the year ending December 31, 2024, for repurchase under the Share Repurchase Program.

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

As of December 31, 2024, $ 88.5 million has been spent to buy back shares and there is $ 3.5 million remaining for authorized repurchases under this program.

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

Alpert and Mr.

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Additionally, Mr.

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

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

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

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In connection with both the Transition Agreements and the Employment Agreement, provisions were made for severance and sign-on compensation, respectively.

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

Effective June 14, 2024, Mr.

Alpert resigned as Executive Chairman and Chairman of the Board and the Board of the Company appointed CEO, Mr.

Sarsfield, to Chairman of the Board.

In connection with Mr.

Alpert's resignation as Executive Chairman, the Company and Mr.

Alpert agreed to the early termination of Mr.

Alpert's Transition Agreement.

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

Effective November 7, 2024, each of Mr.

Alpert and Mr.

Webb resigned as members of the board of directors of

Notes to Consolidated Financial Statements

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

See Note 15 for further information.

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

Significant Accounting Policies

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All intercompany transactions and balances have been eliminated upon consolidation.

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

Principles of Consolidation

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P10 Holdings, Five Points, P10 Advisors, and ECG are concluded to be consolidated subsidiaries of P10 under the voting interest model.

Reclassifications

Certain reclassifications have been made within the Consolidated Financial Statements to conform prior periods with current period presentation.

Notes to Consolidated Financial Statements

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

Use of Estimates

2 unchanged sentences

Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made within the Consolidated Financial Statements to conform prior periods with current period presentation.

Cash and Cash Equivalents

3 unchanged sentences

The Company's credit risk in the event of failure of these financial institutions is represented by the difference between the FDIC limit and the total amounts on deposit.

Management monitors the financial institutions' credit

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

worthiness in conjunction with balances on deposit to minimize risk.

Management monitors the financial institutions' credit worthiness in conjunction with balances on deposit to minimize risk.

The Company from time to time may have amounts on deposit in excess of the insured limits.

Restricted Cash

Restricted cash as of December 31, 2023 and December 31, 2022 was primarily cash on deposit from third parties related to pending tax credit projects.

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

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

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

Accounts Receivable and Due from Related Parties

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Due from related parties represents receivables from the Funds for reimbursable expenses and management fees collected by a related party of RCP 2 that are owed to RCP 2.

Additionally, fees owed to the Company for the advisory agreement entered into upon the closing of the acquisitions of ECG and ECP ("Advisory Agreement") where ECG provides advisory services to Enhanced Permanent Capital, LLC ("Enhanced PC") are reflected in due from related parties on the Consolidated Balance Sheets.

Additionally, fees owed to the Company for the advisory agreement entered into upon the closing of the acquisitions of ECG and ECP and any supplemental agreements entered into after acquisition ("Advisory Agreements"), where ECG provides advisory services to Enhanced Permanent Capital, LLC ("Enhanced PC") are reflected in due from related parties on the Consolidated Balance Sheets.

Notes Receivable

3 unchanged sentences

Current Expected Credit Losses

We evaluate our accounts receivable, due from related parties, and notes receivable using the current expected credit loss model.

We determine a current estimate of all expected credit losses over the life of each financial instrument, which may result in recognition of credit losses on loans and receivables before an actual event of default.

We establish reserves for any estimated credit losses with a corresponding charge in our Consolidated Statements of Operations.

The Company estimates that accounts receivable, due from related parties, and notes receivable are fully collectible based on historical events, current conditions, and reasonable and supportable forecasts;

The Company evaluates accounts receivable, due from related parties, and notes receivable using the current expected credit loss model.

The Company determines a current estimate of all expected credit losses over the life of each financial instrument, which may result in recognition of credit losses on loans and receivables before an actual event of default.

The Company establishes reserves for any estimated credit losses with a corresponding charge in the Consolidated Statements of Operations.

The Company estimates that accounts receivable, due from related parties, and notes receivable are fully collectible based on actual historical losses, current conditions, and reasonable and supportable forecasts;

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

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

Notes to Consolidated Financial Statements

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

Prepaid Expenses and Other Assets

1 unchanged sentence

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

As of December 31, 2023 and December 31, 2022, respectively, there is $ 9.6 million and $ 0.6 million within prepaid expenses and other assets on the Consolidated Balance Sheets associated with investments in allocable state tax credits.

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

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

Investment in Unconsolidated Subsidiaries

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However, the guidance allows for a measurement alternative, which is to record the investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the same issuer.

The Company accounts for its investment in ECG's tax credit finance division under this method.

Distributions from investments in unconsolidated subsidiaries are presented on the accompanying Consolidated Statements of Cash Flows consistent with the nature of the underlying distribution.

All other investments in unconsolidated subsidiaries are accounted for under the measurement alternative.

Property and Equipment

15 unchanged sentences

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

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

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

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent

Notes to Consolidated Financial Statements

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

the Company’s obligation to make lease payments arising from the leases.

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

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

Absent an implicit interest rate in the lease, the Company uses its incremental borrowing rate, adjusted for the effects of collateralization, based on the information available at commencement in determining the present value of lease payments.

The Company’s lease terms may include options to extend or terminate

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

the lease, and the Company would account for this when it is reasonably certain that the Company will exercise those options.

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

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

1 unchanged sentence

The Company does not recognize a lease liability or right-of-use asset on our Consolidated Balance Sheets for short-term leases.

Instead, the Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term.

Instead, the Company recognizes short-term lease payments as an expense when incurred.

A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

1 unchanged sentence

Revenue Share and Repurchase Arrangement

The Company recognizes an accrued contingent liability and contingent payments to customers asset in our Consolidated Balance Sheets for an agreement between ECG and a third party.

The agreement requires ECG to share in certain revenues earned with the third party and also includes an option for the third party to sell back the revenue share to ECG at a set multiple.

The Company recognizes accrued contingent liabilities and contingent payments to customers asset in our Consolidated Balance Sheets for an agreement between ECG and various third parties.

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

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

The options to repurchase the revenue share are exercisable starting in July 2025.

The Company believes it is probable that the third party will exercise its option to sell back the revenue share and has recognized a liability on the Consolidated Balance Sheets.

The Company has also recognized a contingent payment to customers associated with the agreement and will amortize the asset against revenue over the contractual term of the management contract.

The Company believes it is probable that the third parties will exercise its option to sell back the revenue share and has recognized a liability on the Consolidated Balance Sheets.

The Company has also recognized a contingent payment to customers associated with the agreement and will amortize the asset against revenue over the estimated term of the management contract.

The amortization is reported in management and advisory fees on the Consolidated Statements of Operations.

The Company will reassess the fair value at each reporting period.

On December 23, 2024, the Company became a guarantor for a related party on a related put option and call option with the same third party customers and terms.

The Company would be required to settle either the put or call options if either are exercised and the related party does not have the means to settle themselves.

The Company’s accrued contingent liabilities are recognized once determined that it is probable the Company would need to settle as guarantor and estimable and would record a loss at the same time.

The Company will reassess at each reporting period and recognize all changes.

Refer to Note 13 for further information.

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The reporting unit is the reporting level for testing the impairment of goodwill and indefinite lived intangibles.

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

If it is determined that it is more likely than not that an asset's or reporting unit’s fair value is less than its

Notes to Consolidated Financial Statements

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

carrying value, then the Company will determine the fair value of the reporting unit or asset and record an impairment charge for the difference between fair value and carrying value (not to exceed the carrying amount of goodwill or indefinite lived intangible).

At December 31, 2024 and December 31, 2023 and for the years then ended, the Company determined that there was no impairment to goodwill and indefinite lived intangibles.

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

As of December 31, 2023, the contingent consideration recorded related to the acquisition of

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

Bonaccord on the Consolidated Balance Sheets.

As of December 31, 2022, the con tingent consideration recorded related to the acquisitions of Hark and Bonaccord on the Consolidated Balance Sheets.

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

Accrued Compensation and Benefits

Accrued compensation and benefits consists of employee salaries, bonuses, benefits, severance, and acquisition-related earnouts (contingent on employment) that has not yet been paid.

The acquisition-related earnout contingent on employment is a result of the acquisition of WTI.

The sellers and certain employees of WTI are eligible to earn up to $ 70.0 million contingent upon meeting certain EBITDA related hurdles and continued employment.

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

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

Accrued compensation and benefits consists of employee salaries, bonuses, management profit shares, benefits, severance, and acquisition-related earnouts (contingent on employment) that has not yet been paid.

Refer to Note 13 for further information.

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Noncontrolling interests is presented as a separate component in our Consolidated Statements of Operations to clearly distinguish between our interests and the economic interest of third parties in those entities.

Net income attributable to P10, as reported in the Consolidated Statements of Operations, is presented net of the portion of net (loss)/income attributable to holders of non-controlling interest.

Net income attributable to P10, as reported in the Consolidated Statements of Operations, is presented net of the portion of net income/(loss) attributable to holders of non-controlling interest.

NCI is allocated a share of income or loss in the respective consolidated subsidiaries in proportion to their relative ownership interest.

8 unchanged sentences

Level 2—Assets were valued using quoted prices in markets that are not active, broker dealer quotations, and other methods by which all significant inputs were observable at the measurement date.

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

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

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

We estimate the fair value of the credit facility using level two inputs.

We discount the future cash flows using current interest rates at which we could obtain similar borrowings.

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

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

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

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

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

The Company estimates the fair value of the credit facility using level two inputs.

The Company discounts the future cash flows using current interest rates which the Company could obtain similar borrowings.

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

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

See Note 12 for further details.

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

As of December 31, 2024 , the contingent consideration is considered fully earned and was paid on January 24, 2025 so the value is carried at the full balance of unpaid contingent consideration and is no longer subject to fair value measurements.

The Company also had a contingent consideration liability related to the acquisition of Hark, that was valued using level three inputs and a discounted cash flows model, which was paid in full on July 27, 2023.

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

See Note 10 for additional information.

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In certain asset management and advisory agreements progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which the Company has a right to invoice.

Advisory services fees are determined using fixed-rate fees and are recognized over time as the related services are completed.

Advisory service fees are determined using fixed-rate fees and are recognized over time as the related services are delivered.

Other advisory services include transaction and management fees associated with managing the origination and ongoing compliance of certain investments.

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

The Company does not adjust the promised amount of consideration for the effects of a significant financing component if, at each contract inception the Company expects that the period between services being provided and cash collection would be less than one year.

To the extent the Company determines that there is a significant financing component in a contract with a customer, it determines the impact of the time value of money in adjusting the transaction price to account for the income associated with the financing component by

Notes to Consolidated Financial Statements

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

estimating the discount rate that would be reflected in a separate financing transaction between the customer and the Company at contract inception, based upon the credit characteristics of the customer receiving financing in the contract.

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

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

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

Catch-up fees are earned from investors that make commitments to previously launched fund after the first fund closing occurs, but during the fundraising period.

Contractual terms require the investors to pay a catch-up fee as if they had committed to the fund at the first closing.

Catch-up fees are recorded as revenue when such commitments are made as variable consideration.

4 unchanged sentences

As a result, a $ 3 million reduction in the revenue transaction price was recorded for the year ended December 31, 2023 to reflect the consideration which the Company is entitled to after this concession was provided.

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

Other Revenue

6 unchanged sentences

Current income tax expense represents our estimated taxes to be paid or refunded for the current period.

In accordance with ASC 740, Income Taxes , we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards.

In accordance with ASC 740, Income Taxes ("ASC 740"), we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse.

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Earnings (Loss) Per Share

Basic earnings (loss) per share (“EPS”) is calculated by dividing net (loss)/income attributable to common stockholders by the weighted-average number of common shares.

Basic earnings (loss) per share (“EPS”) is calculated by dividing net income/(loss) attributable to common stockholders by the weighted-average number of common shares.

Diluted EPS includes the determinants of basic EPS and common stock equivalents outstanding during the period adjusted to give effect to potentially dilutive securities, if the Company is in a net income position.

1 unchanged sentence

See Note 16 for additional information.

Notes to Consolidated Financial Statements

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

When the Company is in a net income position, the denominator in the computation of diluted EPS is impacted by additional common shares that would have been outstanding if dilutive potential shares of common stock had been issued.

3 unchanged sentences

The assumed proceeds are then used to purchase shares of common stock at the average market price during the period.

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

Stock-Based Compensation Expense

1 unchanged sentence

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

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

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

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

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

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

For these, the Company uses the tranche method and recognizes expense for each tranche of RSU's deemed probable of vesting on a straight-line basis over the expected vesting period.

For these, the Company uses the tranche method and recognizes expense for each tranche of RSUs deemed probable of vesting on a straight-line basis over the expected vesting period.

The Company evaluates the probability of vesting at each reporting period.

3 unchanged sentences

Segment Reporting

According to ASC 280, Disclosures about Segments of an Enterprise and Related Information , operating segments are defined as components of an enterprise for which discrete financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

The Company operates our business as a single operating segment, which is how our chief operating decision maker evaluates financial performance and makes decisions regarding the allocation of resources.

According to ASC 280, Segment Reporting , operating segments are defined as components of a company that engage in business activities from which they may earn revenues and incur expenses, and for which discrete financial information is available and is evaluated regularly by the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance.

The Company operates our business as a single operating segment, which is how our CODM evaluates financial performance and makes decisions regarding the allocation of resources.

The CODM, who is responsible for allocating resources and assessing performance of the reportable segment, has been identified as the Chief Executive Officer.

The CODM assesses performance for the single segment and decides how to allocate resources based on consolidated net income that also is reported on the Consolidated Statements of Operations as net income/(loss).

The measure of segment assets is reported on the Consolidated Balance Sheets as total assets.

The CODM uses these metrics for purposes of making operating decisions and assessing financial performance.

The CODM considers forecast to actual variances when making decisions about allocation capital and personnel.

Business Acquisitions

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The Company includes the results of operations of acquired businesses beginning on the respective acquisition dates.

In accordance with ASC 805, the Company allocates the purchase price of an acquired business to its identifiable assets and liabilities based on the estimated fair values using the acquisition method.

In accordance with ASC 805, the Company allocates the purchase price of an acquired business to its identifiable assets and

Notes to Consolidated Financial Statements

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

liabilities based on the estimated fair values using the acquisition method.

The excess of the purchase price over the amount allocated to the assets and liabilities, if any, is recorded as goodwill.

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This fair value measurement is based on unobservable (Level 3) inputs.

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

Dividends are reflected in the consolidated financial statements when declared.

Recent Accounting Pronouncements

Effective January 1, 2021, the Company adopted ASU No.

2019-12, Income Taxes ("Topic 740") :

Disclosure Framework - Simplifying the Accounting for Income Taxes , which simplified the accounting for income taxes by removing certain exceptions to the general principles of Topic 740 and clarifying and amending existing guidance.

The adoption of Topic 740 did not have a material impact on the Company's Consolidated Financial Statements.

Pronouncements Recently Adopted

Effective January 1, 2023, the Company adopted ASU No.

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Effective January 1, 2023, the Company adopted ASU 2021-08, which amends ASC 805 to “require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination.” Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date.

The guidance is effective for fiscal years beginning after December 15, 2022.

The adoption of ASU 2021-08 did not have a material impact on the Company's Consolidated Financial Statements.

Pronouncements Not Yet Adopted

On June 30, 2022, the FASB issued ASU No.

2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("ASU 2022-03").

Effective January 1, 2024, the Company adopted ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("ASU 2022-03").

The amendments in this update affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction.

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The amen d ments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction.

The guidance is effective for fiscal years beginning after December 15, 2023.

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

On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosure ("ASU 2023-07"), which requires incremental disclosures related to a public entity’s reportable segments.

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

On November 27, 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosure ("ASU 2023-07"), which requires incremental disclosures related to a public entity's reportable segments.

Required disclosures include, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss, an amount for other segment items (which is the difference between segment revenue less segment expenses and less segment profit or loss) and a description of its composition, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

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

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

On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes ( "Topic 740" ) - Improvements to Income Tax Disclosures ("ASU 2023-09") to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid.

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

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

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

Acquisition of WTI

On October 13, 2022 , the Company completed the acquisition of all of the issued and outstanding membership interests of WTI for a total consideration of $ 146.0 million and an aggregate of 3,916,666 membership units of P10 Intermediate which can be exchanged on a one-for-one basis into shares of P10 Class A common stock, subject to certain conditions pursuant to the Exchange Agreement entered into on August 25, 2022.

The acquisition was accounted for as a business combination pursuant to ASC 805.

The following is a summary of consideration paid:

Fair value of equity consideration

Total purchase consideration

In connection with the acquisition, the Company incurred a total of $ 3.2 million of acquisition-related expenses.

Total acquisition-related expenses were $ 0 , $ 3.2 million and $ 0 for the years ended December 31, 2023, 2022 and 2021, respectively.

These costs are included in professional fees on the Consolidated Statements of Operations.

The following table presents the fair value of the net assets acquired as of the acquisition date:

Cash and cash equivalents

Accounts receivable

Right-of-use assets

Prepaid expenses and other assets

Property and equipment

Intangible assets, net

Total assets acquired

Accounts payable and accrued expenses

Lease liabilities

Total liabilities assumed

Net identifiable assets acquired

Net assets acquired

The following table presents the fair value of the identifiable intangible assets acquired:

Value of management and advisory contracts

Value of trade name

Total identifiable intangible assets

The goodwill recorded as part of the acquisition includes the expected benefits that management believes will result from the acquisition, including the Company’s build out of its investment product offering.

Approximately $ 87.3 million of goodwill is expected to be deductible for tax purposes.

To the extent there are payments on EBITDA-related earnouts as discussed in Note 14, those amounts would be amortizable for tax purposes at such time.

Identifiable Intangible Assets

The fair value of management and advisory contracts acquired were estimated using the excess earnings method.

Significant inputs to the valuation model include existing revenue, estimates of expenses and contributory asset charges, the economic life of the contracts and a discount rate based on a weighted average cost of capital.

The Company adopted ASU

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

The fair value of trade names acquired were estimated using the relief from royalty method.

Significant inputs to the valuation model include estimates of existing and future revenue, estimated royalty rate, economic life and a discount rate based on a weighted average cost of capital.

The management and advisory contracts and trade names have a finite useful life.

The carrying value of the management fund and advisory contracts and trade names will be amortized in line with the pattern in which the economic benefits arise and are reviewed at least annually for indicators of impairment in value that is other than temporary.

Pro-forma Financial Information

2022 Acquisition:

The following unaudited pro forma condensed consolidated results of operations of the Company assumes the acquisition of WTI were completed on January 1, 2021:

Ended December 31,

Net income attributable to P10

Pro-forma adjustments include revenue and net (loss)/income of the acquired business for each period.

Other pro forma adjustments include intangible amortization expense, interest expense based on debt issued in connection with the acquisition, and compensation expense contingent on EBITDA (as noted in Note 14) as if the acquisition were completed on January 1, 2021.

Additionally, this does not reflect any pro forma adjustments related to the acquisitions which occurred in 2021.

The following presents revenues disaggregated by product offering:

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

2023-07 for the year ended December 31, 2024 with the additional disclosures above included in our Consolidated Financial Statements.

Pronouncements Not Yet Adopted

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

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

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

On November 4, 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses ("DISE") ("ASU 2024-03"), which requires additional disclosure of the nature of expenses included in the Consolidated Statements of Operations.

The standard requires disclosures about specific type of expenses included in the expense captions presented on the face of the Consolidated Statements of Operations as well as disclosures about selling expenses.

ASU 2024-03 is effective for our fiscal year beginning on January 1, 2027, and interim periods beginning on January 1, 2028.

Entities should apply the guidance prospectively although retrospective application is permitted.

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

The following presents revenues disaggregated by nature:

Ended December 31,

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Total revenues

Contract Liabilities

Our contract liabilities represent deferred revenue.

We record contract liabilities when cash payments are received or due in advance of our performance.

The contract liabilities balance had a net decrease of $ 0.2 million from $ 12.8 million as of December 31, 2023 to $ 12.6 million as of December 31, 2024 primarily driven by satisfying performance obligations for cash payments received in advance.

We recognized $ 12.7 million of revenue in 2024 that was included in the contract liabilities balance as of December 31, 2023 .

Strategic Alliance Expense

In connection with the Bonaccord acquisition, Bonaccord entered into a Strategic Alliance Agreement ("SAA") with a third-party investor.

This SAA provides the third-party the right to receive 15 % of the net management fee earnings, which includes the management fees minus applicable expenses, for Fund I and subsequent funds, paid quarterly, in exchange for funding certain amounts of capital commitments to the fund.

This SAA provides the third-party the right to receive 15 % of the net management fee earnings, which includes the management fees minus applicable expenses, for Bonaccord Fund I and subsequent funds, paid quarterly, in exchange for funding certain amounts of capital commitments to the fund.

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

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

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

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

For each $ 5.0 million, up to a maximum of $ 250.0 million in irrevocable capital commitments to Fund II, the third-party can acquire 10 basis points up to a maximum of 5 % equity in Bonaccord.

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The maximum commitment requirement has been met as of December 31, 2024 .

Fund II has not yet reached the

Fund II has reached the final close, and the

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

final close, but the Company believes it is probable that the third-party will exercise the option to acquire equity in Bonaccord and has begun to accrue an additional 5 % of net management fee earnings, which is included in the strategic alliance expense.

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

Company believes it is probable that the third-party will exercise the option to acquire equity in Bonaccord and accrues an additional 5 % of net management fee earnings, which is included in the strategic alliance expense.

If executed, the purchase price shall be reduced by the amount of management fee distributions which the third-party would have been paid as of the initial closing of Fund II.

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

This commitment has not yet been met as of December 31, 2023 as Fund III has not yet started raising capital.

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

This commitment has not yet been met as of December 31, 2024 as Fund III has not yet started raising capital and as such, there is no impact to the consolidated financial statements.

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

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Notes Receivable

The Company has two types of notes receivable.

The Company has three significant types of notes receivable.

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

This agreement provides for a note to BCP for $ 5.0 million, of which $ 4.8 million was drawn as of December 31, 2023 with a maturity date of September 30, 2031 .

This agreement provides for a note to BCP for $ 5.0 million.

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

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Principal payments will be made periodically from mandatorily required payments from available cash flows at BCP.

As of December 31, 2024 , the full $ 5.0 million has been drawn and the balance outstanding is $ 5.2 million, which includes unpaid accrued interest added to the outstanding principal balance.

The maturity date of the note receivable is September 30, 2031 .

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

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

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

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

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

As of December 31, 2023 and December 31, 2022 , the total notes receivable balance was $ 5.8 million and $ 4.2 million, respectively.

The Company recognized interest income of $ 0.3 million, $ 0.1 million and $ 0.1 million for the years ended December 31, 2023, 2022 and 2021 , respectively.

The notes accrue interest at SOFR plus 2.10% and are payable annually on October 13th in arrears, with any unpaid accrued interest being capitalized and added to the outstanding principal balance.

As of December 31, 2024 , the balance outstanding is $ 1.1 million, which includes unpaid accrued interest added to the outstanding principal balance.

The third consists of a Loan Agreement and Secured Promissory Notes that were executed on September 26, 2024 between Bonaccord Capital Advisors and certain general partners to lend funds to pay general partners commitments to a certain fund managed by Bonaccord.

The notes provides an aggregate maximum facility of $ 4.0 million, of which $ 1.1 million of cash, was an initial draw in aggregate to certain general partners on December 20, 2024 and are collateralized by such general partners' interest in a certain fund as of December 31, 2024 with a maturity date of September 26, 2034 .

The notes accrue interest at SOFR plus 2.10% and are payable quarterly in arrears , with any unpaid accrued interest being capitalized and added to the outstanding principal balance.

SOFR is determined on the first day of each quarter.

As of December 31, 2024 , the balance outstanding is $ 1.1 million, which includes unpaid accrued interest added to the outstanding principal balance.

As of December 31, 2024 and December 31, 2023, the total notes receivable balance associated with these notes was $ 7.5 million and $ 5.8 million, respectively.

The Company recognized interest income associated with these notes of $ 0.4 million, $ 0.3 million and $ 0.1 million for the years ended December 31, 2024, 2023 and 2022 , respectively.

Variable Interest Entities

Consolidated VIEs

The Company consolidates certain VIEs for which it is the primary beneficiary.

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

The assets of the consolidated VIEs totaled $ 587.9 million and $ 579.4 million as of December 31, 2024 and December 31, 2023 , respectively.

The liabilities of the consolidated VIEs totaled $ 397.6 million and $ 96.3 million as of December 31, 2023 and December 31, 2022, respectively.

The increase in VIE liabilities throughout 2023 is mainly attributable to debt obligations moving from P10, Inc.

to P10 Intermediate.

With the exception of the Credit Facility, the assets of our consolidated VIE’s are owned by those entities and not generally available to satisfy P10’s obligations.

The liabilities of our consolidated VIE’s are obligations of those entities and their creditors do not generally have recourse to the assets of P10.

The liabilities of the consolidated VIEs

Notes to Consolidated Financial Statements

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

totaled $ 463.3 million and $ 397.6 million as of December 31, 2024 and December 31, 2023, respectively.

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

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

Unconsolidated VIEs

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These variable interests are included in investment in unconsolidated subsidiaries on the accompanying Consolidated Balance Sheets.

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

Investment in Unconsolidated Subsidiaries

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Additionally, the investment in Enhanced Capital Partners and Enhanced PC is recorded at zero .

The Company, therefore, does not use the equity method of accounting because the Company has no guaranteed obligations or commitments to provide financial support to the investee.

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

As of December 31, 2022 , investment in unconsolidated subsidiaries totaled $ 2.3 million, of which $ 2.1 million related to ECG’s asset management businesses and $ 0.2 million related to ECG’s tax credit finance businesses.

Asset Management

ECG manages some of its alternative asset management funds through various unconsolidated subsidiaries and records these investments under the equity method of accounting.

ECG recorded its share of income in the amount of $ 0.2 million for the year ended December 31, 2023 and $ 1.5 million for the year ended December 31, 2022, which is included in other (expense)/income on the Consolidated Financial Statements.

For the year ended December 31, 2023 , ECG made $ 0 of capital contributions and received distributions of $ 0.6 million.

For the year ended December 31, 2022 , ECG made $ 0 of capital contributions and received $ 1.0 million in distributions.

Tax Credit Finance

ECG provides a wide range of tax credit transactions and consulting services through various entities which are wholly owned subsidiaries of Enhanced Tax Credit Finance, LLC (“ETCF”), which is a wholly owned subsidiary of ECG.

Some of these subsidiaries own nominal interests, typically under 1.0%, in various VIEs and record these investments under the measurement alternative described in Note 2.

For the year ended December 31, 2023 , ECG made $ 0 of capital contributions and received distributions of $ 0.1 million.

For the year ended December 31, 2022 , ECG made $ 0 of capital contributions and received distributions of $ 0 .

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

As of December 31, 2024, investment in unconsolidated subsidiaries totaled $ 2.8 million, of which $ 0.8 million related to RCP's investment in a privately held investment manager, $ 1.9 million related to ECG’s asset management businesses and $ 0.1 million related to ECG’s tax credit finance businesses.

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

Property and Equipment

7 unchanged sentences

Total property and equipment, net

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

Goodwill and Intangibles

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Purchase price adjustment

Increase from acquisitions

Balance at December 31, 2024

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This revision resulted in a purchase price adjustment of $ 0.6 million to goodwill and intangible assets.

Notes to Consolidated Financial Statements

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

Intangibles consists of the following:

15 unchanged sentences

Total intangible assets

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

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

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

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

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Total amortization

Notes to Consolidated Financial Statements

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

Fair Value Measurements

The Company measures certain liabilities at fair value on a recurring basis which are discussed below.

The credit facility's estimated fair value was $ 289.8 million and $ 289.2 million as of December 31, 2023 and 2022, respectively using Level 2 inputs.

Financial Instruments not recognized at Fair Value

The Company measures certain assets and liabilities at fair value on a recurring basis which are discussed below.

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

As of December 31, 2024

As of December 31, 2023

Carrying Value

Fair Value Level

Due from related party - Advisory Agreements

Debt Obligations

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

Earnouts associated with the acquisitions of Bonaccord and Hark

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

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

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

Payments are made after each close.

As of December 31, 2023, $ 13.1 million has been paid in total contingent consideration associated with the earnout, of which $ 5.8 million was paid in the year ended December 31, 2023.

It is highly probable that the remainder of the earnout will be achieved.

As of December 31, 2024 , the full $ 20.0 million earnout payment has been earned.

The Company has paid $ 17.8 million since inception, of which $ 4.7 million was paid in the year ended December 31, 2024 and $ 5.8 million was paid in the year ended December 31, 2023 .

The remaining $ 2.2 million was paid on January 24, 2025.

Total remeasurement expense recognized for the years ended December 31, 2024, 2023, and 2022 was $ 0.2 million , $ 0.5 million and $ 0.3 million, respectively.

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

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

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

As of December 31, 2023, the estimated fair value of the remaining contingent consideration totaled $ 6.7 million.

Following December 31, 2023, the Company has paid $ 0.2 million towards the remaining contingent consideration.

As of December 31, 2024, with all contingent consideration for the acquisition of Bonaccord considered fully earned, the liability transfers out of Level 3 fair value measurement as the liability is recorded at cost at the known payment amount.

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

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

Total remeasurement expense recognized for the years ended December 31, 2023, 2022, and 2021 totaled $ 0.1 million, $ 1.5 million, and $ 1.7 million, respectively.

Total remeasurement expense recognized for the years ended December 31, 2024, 2023, and 2022 totaled $ 0 , $ 0.1 million, and $ 1.5 million, respectively.

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

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

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

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

As of December 31, 2023

Contingent consideration obligation

Total liabilities

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

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

As of December 31, 2023

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Total liabilities

For the liabilities presented in the tables above, there were no changes in fair value hierarchy levels during the years ended December 31, 2023 and December 31, 2022.

For the liabilities presented in the table above, there were no changes in fair value hierarchy levels during the year ended December 31, 2023.

Notes to Consolidated Financial Statements

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

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

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Change in fair value

Transfers out of level 3 measurement

Balance, end of period:

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

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

The assumptions used in the analysis are inherently subjective;

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Term loan, net

Total debt obligations

The principal balance consists of the following tranches:

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

December 31, 2023

Principal Amount

Rate Expiration Date

Revolver Facility

Total debt obligations, net

Revolving Credit Facility and Term Loan

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

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

The Credit Agreement consists of two facilities.

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In addition to the Term Loan and Revolver Facility, the Credit Agreement also includes a $ 125 million accordion feature.

In October 2022, the accordion feature was exercised with the acquisition of WTI at which point it was split into $ 87.5 million worth of term loan and $ 37.5 million of revolver.

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

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

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

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

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

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

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

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

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

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

Certain P10 subsidiaries are encumbered by this debt agreement.

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

As of December 31, 2023, P10 was in compliance with its financial covenants required under the facility.

The Company can elect one or three months for the New Revolver Facility and one, three, or six months for the New

Notes to Consolidated Financial Statements

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

Term Loan, which the Company elected a six-month SOFR rate on the New Term Loan.

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

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

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

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

As of December 31, 2024, P10 was in compliance with its financial and other covenants required under the facility.

For the years ended December 31, 2024, 2023, and 2022, $ 24.1 million, $ 20.4 million, and $ 8.4 million of interest expense was incurred, respectively.

Future principal maturities of debt as of December 31, 2024 are as follows:

Debt Issuance Costs

Debt issuance costs are offset against the Revolver Facility and Term Loan.

Unamortized debt issuance costs for the Revolver Facility and Term Loan as of December 31, 2023 and December 31, 2022 were $ 2.7 million and $ 4.2 million, respectively.

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

Amortization expense related to debt issuance costs totaled $ 1.4 million for the year ended December 31, 2023 , $ 1.1 million for the year ended December 31, 2022 and $ 6.0 million for the year ended December 31, 2021 .

This is included in interest expense, net on the Consolidated Statements of Operations.

Related Party Transactions

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P10 has paid $ 0.3 million, $ 0.3 million and $ 0.3 million in rent to 210 Capital, LL C for the years ended December 31, 2024, 2023, and 2022, respectively.

Effective April 1, 2020, P10 Intermediate pays a quarterly management fee of $ 250 thousand to Keystone Capital XXX, LLC, which was the holder of the Series B preferred shares issued by P10 Intermediate in connection with the acquisition of Five Points.

As a result of that agreement, P10 Intermediate paid $ 0 , $ 0 , and $ 0.8 million for the years ended December 31, 2023, 2022 and 2021, respectively.

This management fee was terminated effective October 20, 2021 when the Company's redeemable noncontrolling interest was converted to shares of Class B common stock in connection with the Company's IPO.

As of December 31, 2024, this is no longer a related party transaction.

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

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Reimbursable expenses and fees earned but not yet received are included in due from related parties and accounts receivable on the Consolidated Balance Sheets, respectively.

In certain instances, the Company may incur expenses related to specific products that never materialize.

In certain instances, the Company may incur expenses related to specific products that never materialize and therefore would not be reimbursed and expensed at that time.

Upon the closing of the Company’s acquisition of ECG and ECP, the Advisory Agreement between ECG and Enhanced PC immediately became effective.

Under this agreement, ECG provides advisory services to Enhanced PC related to the assets and operations of the permanent capital subsidiaries owned by Enhanced PC, as contributed by both ECG and ECP, and new projects undertaken by Enhanced PC.

In exchange for those services, which commenced on January 1, 2021, ECG receives advisory fees from Enhanced PC based on a declining fixed fee schedule, that is commensurate with the level of services being performed as the projects expire.

The Company did not adjust the promised amount of consideration for the effects of a significant financing component at each contract inception as the Company expected that the period between services being provided and cash collection would be less than one year.

The total advisory fees are $ 107.5 million over nine years inclusive of new projects added since inception.

This agreement is subject to customary termination provisions.

ECG provides advisory services relating to new projects undertaken by Enhanced PC under additional arrangements governed by the terms of the Advisory Agreement.

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

As of December 31, 2024, certain of the Company's contracts with Enhanced PC contained a significant financing component, as a result of the Company's expectation that the period between services being provided and cash collection will exceed one year.

Interest income related to the identified significant financing component was insignificant for the year ended December 31, 2024 .

No significant financing components were identified for the years ended December 31, 2023 and 2022.

As of December 31, 2024, the total contractual advisory fees are $ 115.1 million ove r ten years .

These agreements are subject to customary termination

Notes to Consolidated Financial Statements

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

Since inception, $ 79.4 million of the total $ 115.1 million advisory fees have been recognized as revenue.

There was $ 45.5 million in remaining performance obligations related to this agreement , which will be recognized between January 1, 2024 and December 31, 2030.

There was $ 35.7 million in remaining performance obligations related to these agreements, which will be recognized between January 1, 2025 and December 31, 2031.

For the years ended December 31, 2024, 2023, and 2022 , advisory fees earned or recognized under this agreement were $ 17.3 million, $ 20.9 million and $ 22.2 million, respectively, and is reported in management and advisory fees on the Consolidated Statements of Operations.

The Company also earns interest income on the balance outstanding.

Revenues from interest were $ 0.7 million, $ 0.3 million, and $ 0 for the years ended December 31, 2023, 2022, and 2021, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

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

Revenues from interest were $ 1.1 million, $ 0.7 million, and $ 0.3 million for the years ended December 31, 2024, 2023, and 2022, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

As of December 31, 2024 and December 31, 2023 , the associated receivable was $ 65.8 million and $ 48.5 million and is included in due from related parties on the Consolidated Balance Sheets.

As of December 31, 2024 and December 31, 2023 , the associated interest receivable was $ 2.2 million and $ 1.1 million and is included in due from related parties on the Consolidated Balance Sheets.

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

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(“ECH”), the entity which holds a controlling equity interest in ECP, immediately became effective.

Under th is agreement, ECG pays ECH for the use of their employees to provide services to Enhanced PC at the direction of ECG.

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

The Company recognized $ 13.2 million, $ 11.5 million and $ 8.3 million for the years ended December 31, 2023, 2022 and 2021, respectively, related to this agreement within compensation and benefits on our Consolidated Statements of

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

Under th is agreement, ECG pays ECH for the use of their employees to provide services at the direction of ECG.

The Company recognized $ 13.6 million, $ 13.2 million and $ 11.5 million for the years ended December 31, 2024, 2023 and 2022, respectively, related to this agreement within compensation and benefits on our Consolidated Statements of Operations.

As of December 31, 2024 and December 31, 2023 , the associated accrual was $ 3.4 million and $ 2.1 million, respectively, and is included in due to related parties on the Consolidated Balance Sheets.

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

Under the terms of the agreement, Enhanced will originate and manage loans across its diverse lines of business including small business loans to women and minority owned businesses, and loans to renewable energy and community development projects.

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

Under the terms of the agreement, Enhanced was to originate and manage loans across its diverse lines of business including small business loans to women and minority owned businesses, and loans to renewable energy and community development projects.

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

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

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In relation to the strategic partnership with Crossroads effective September 10, 2021 and the Crossroads Advisory Agreement, the Company recognized $ 6.1 million, $ 8.9 million, and $ 4.4 million of fees for the years ended December 31, 2024, 2023, and 2022, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

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

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

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

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

The Company recognizes an annual fee from the funds of $ 20 thousand of which $ 20 thousand and $ 10 thousand have been recognized for the years ended December 31, 2023 and December 31, 2022 , respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

No revenues were recognized for the year ended December 31, 2021.

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

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

The Company recognizes an annual fee from the funds of $ 20 thousand of which $ 20 thousand, $ 20 thousand, and $ 10 thousand have been recognized for the years ended December 31, 2024, 2023, and 2022, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

On December 23, 2024, Crossroads and ECG terminated the Crossroads Advisory Agreement.

Additionally, the impact credit asset portfolio managed by the Company was contributed to two new limited liability companies ("Clifford") and the funds managed by the Company redeemed their interest in Crossroads in exchange for membership interests in Clifford in proportion to the fair value of the net assets contributed.

At the same time, ECG entered into an Advisory Agreement with Clifford ("Clifford Advisory Agreement") to manage the impact credit asset portfolio, which has a term ending on the disposal date for all of Clifford's underlying investments.

The Clifford Advisory Agreement provides for ECG to receive a services fee of approximately 1.5 % per year of the capital deployed by Clifford under the Clifford Advisory Agreement.

Clifford is not considered a related party to the Company.

Notes to Consolidated Financial Statements

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

As part of the Clifford arrangement, Enhanced Clifford (GP) LLC ("Clifford GP"), a direct subsidiary of ECH, was formed.

Clifford GP receives incremental fees from Clifford as part of the Clifford Advisory Agreement.

The Company is a guarantor on a put option and call option with third party customers.

Refer to Note 13 for further details.

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

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These lease agreements provide for various renewal options.

Rent expense for the various leased office space and equipment was approximately $ 3.9 million, $ 3.5 million, and $ 2.0 million for the years ended December 31, 2023, December 31, 2022, and December 31, 2021 , respectively.

Rent expense for the year ended December 31, 2021 included a reduction to overall expense of $ 0.3 million for a rent concession as a result of the COVID-19 pandemic.

P10 elected the practical expedient, whereby the concessions were treated as a reduction of rent expense during the period received.

Rent expense for the various leased office space and equipment was approximately $ 4.3 million, $ 3.9 million, and $ 3.5 million for the years ended December 31, 2024, 2023, and 2022, respectively.

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

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Operating lease liabilities

Cash paid during year ended December 31, 2023 for operating lease liabilities

Cash paid during the year ended December 31, 2024 for operating lease liabilities

Weighted-average remaining lease term (in years)

Weighted-average discount rate

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

The future contractual lease payments as of December 31, 2024 are as follows:

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

Total payment will not exceed $ 70.0 million and any amounts paid will be paid by October 2027, at which point the earnout expires.

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

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

As of December 31, 2024, the Company has determined that only the first two EBITDA hurdles are probable of being achieved.

For the years ended December 31, 2023, December 31, 2022, and December 31, 2021 , $ 21.0 million, $ 5.2 million, and $ 0.0 million of expense was recognized, respectively.

For the years

Notes to Consolidated Financial Statements

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

ended December 31, 2024, 2023, and 2022, $ 12.3 million, $ 21.0 million, and $ 5.2 million of expense was recognized, respectively, which is included in compensation and benefits in the Consolidated Statements of Operations.

As of December 31, 2024 and December 31, 2023, the balance was $ 38.5 million and $ 26.2 million, respectively, which is included in accrued compensation and benefits in the Consolidated Balance Sheets.

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Payment can be made in cash or stock of P10, provided that no more than $ 5.0 million will be payable in cash.

Total payment will not exceed $ 10.0 million and any amounts will be paid in October 2027.

For the years ended December 31, 2023, December 31, 2022, and December 31, 2021, the Company recognized $ 2.0 million , $ 0.4 million, and $ 0 of expense, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations.

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

For the years ended December 31, 2024, 2023, and 2022, the Company recognized $ 2.0 million , $ 2.0 million, and $ 0.4 million of expense, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations.

As of December 31, 2024 and December 31, 2023, the balance was $ 4.4 million and $ 2.4 million, respectively, and is included in accrued compensation and benefits on the Consolidated Balance Sheets.

Revenue Share Arrangement

The Company recognizes accrued contingent liabilities and contingent payments to customers asset in our Consolidated Balance Sheets for an agreement that exists between ECG and third party customers.

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

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

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

Both options are not exercisable until a certain period of time has lapsed per the agreements.

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

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

As of December 31, 2023, the Company has determined that the put options are probable and have accrued estimated contingent liabilities and contingent payments to customers.

As of December 31, 2023 and December 31, 2022, the balance was $ 16.2 million and $ 14.3 million, respectively, and is included in accrued contingent liabilities on the Consolidated Balance Sheets.

The associated contingent payments to customers asset balance was $ 14.0 million and $ 13.6 million as of December 31, 2023 and December 31, 2022, respectively.

The Company recognized $ 1.5 million , $ 0.7 million, and $ 0 of amortization of

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

As of December 31, 2024, the Company has determined that the put options are probable of being exercised and have accrued estimated contingent liabilities and contingent payments to customers.

As of December 31, 2024 and December 31, 2023, the associated liabilities were $ 13.8 million and $ 16.2 million, respectively, and are included in accrued contingent liabilities on the Consolidated Balance Sheets.

The associated contingent payments to customers assets were $ 10.0 million and $ 14.0 million as of December 31, 2024 and December 31, 2023, respectively.

The Company recognized $ 1.4 million , $ 1.5 million, and $ 0.7 million of amortization of contingent payments to customers for the years ended December 31, 2024, December 31, 2023, and December 31, 2022, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

The Company will reassess each period and recognize all changes.

On December 23, 2024, the Company became a guarantor for Clifford GP on a related put option and call option with the same third party party customers and terms.

The Company would be required to settle either the put or call options if either are exercised and Clifford GP does not have the means to settle themselves.

The Company's accrued contingent liabilities are recognized once determined that it is probable the Company would need to settle as guarantor and estimable and would record a loss at the same time.

As of December 31, 2024 and December 31, 2023 , the associated liabilities were $ 10.1 million and $ 0 , respectively, and are included in accrued contingent liabilities on the Consolidated Balance Sheets.

The Company recognized a loss of $ 10.1 million for the year ended December 31, 2024, which is included in other (loss)/income on the Consolidated Statements of Operations.

T here was no expense recognized f or the years ended December 31, 2023, and December 31, 2022.

The Company will reassess each period and recognize all changes.

Dispute Resolutions

In 2024, the Company resolved a business dispute with a service provider for $ 1.2 million, which was recognized in other (expense)/income on the Consolidated Statements of Operations.

On January 2, 2025, the Company received the $ 1.2 million payment.

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

contingent payments to customers for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

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

Departure of Director

As discussed in Note 18, subsequent to the end of the year, the Company announced that William "Fritz" Souder, the Company's Chief Operating Officer ("COO"), will be retiring from P10 in May of 2024.

Associated with his termination, the COO will receive $ 1.2 million of severance payments.

For the year ended December 31, 2023, P10 recognized $ 1.2 million of severance expense related to the retirement, which is included in compensation and benefits in the Consolidated Statements of Operations.

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

Departure of Chief Operating Officer

William "Fritz" Souder, the Company's Chief Operating Officer ("COO"), retired from P10 in May of 2024.

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

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

The Company recognized $ 0 , $ 1.2 million, and $ 0 of severance expense related to the retirement for the years ended December 31, 2024, 2023, and 2022, respectively, which is included in compensation and benefits in the Consolidated Statements of Operations.

Purchase Agreement

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

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

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

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

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

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

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

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

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

Contingencies

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The subsidiary of Enhanced Capital completed non-binding mediation in July 2023 and a settlement was negotiated which was paid in the fourth quarter of 2023.

The total settlement was $ 3.6 million of which the insurance carrier contributed $ 1.5 million.

The total settlement was $ 3.6 million of which the insurance carrier contributed $ 1.5 million, and the Company continues to explore additional recovery.

For the year ended December 31, 2023, the total expense associated with the litigation was $ 2.1 million in other (expense)/income on the Consolidated Statements of Operations.

Notes to Consolidated Financial Statements

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

The Company is subject to income taxes in the United States.

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Total Deferred

Income tax expense/(benefit)

Income tax expense

The following is a reconciliation of the statutory federal income tax rate to the Company's effective tax rate for the years ended December 31, 2024, 2023, and 2022 are as follows:

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

For the Years Ended

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Effective rate

1 The overall rate impact was due to a decrease in the pre-tax income and an increase in non-deductible expenses.

Due to the non-deductible characteristic of the expenses, the taxable income did not decrease at the same rate as the GAAP income, leading to this change in the tax rate.

2 The 2023 rate impact for “non-deductible expenses” was primarily driven by the increase in executive compensation due to the CEO transition, and a settlement with the Oregon DOJ.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse.

Notes to Consolidated Financial Statements

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

The components of deferred tax assets as of December 31, 2024 and December 31, 2023 are as follows:

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Deferred tax assets, net of valuation allowance

Deferred tax liabilities:

Property and equipment

Total deferred tax liabilities

Deferred tax assets, net

Valuation allowances are established when necessary to reduce deferred tax assets to the amount that are more-likely-than-not expected to be realized based on the weighing of positive and negative evidence.

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This may change due to many factors, including future market conditions and the ability to successfully execute the business plan and/or tax planning strategies.

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

The Company had a valuation allowance against net deferred tax asset of $ 12.8 million as of December 31, 2024.

In 2023, the slight increase in the valuation allowance was attributable to the Section 382 limitations on its NY and NYC NOLs, which were expected to expire unused.

The components of the existing valuation allowance primarily include a valuation allowance recorded in 2020 against its net deferred tax asset of $ 11.4 million due to the write-off of an intercompany debt which is capital in nature.

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However, should there be a change in the ability to recover deferred tax assets, the income tax provision would either increase or decrease in the period when the assessment is modified.

As of December 31, 2023, the Company had federal carryforwards of approximately $ 160.1 million (net of uncertain tax reserve).

As of December 31, 2024, the Company had federal carryforwards of approximately $ 60.2 million (net of $ 4.1 million uncertain tax reserve).

The federal NOL carryforward may expire beginning in 2033, if not utilized.

This includes $ 14.0 million of federal NOLs that may expire in 2024, $ 23.8 million that may expire in 2025, $ 18.4 million that may expire in 2026, and $ 108.2 million that may expire between 2027-2037.

The Company is expected to use the federal NOLs before expiration based on historical taxable income, projected future taxable income, and the expected timing of the reversals of existing temporary differences.

This includes $ 64.3 million that may expire between 2033-2039.

The Company is expected to use the majority of the federal NOLs before expiration based on historical taxable income, projected future taxable income, and the expected timing of the reversals of existing temporary differences.

The Company had post-rate effected state NOLs (net of valuation allowance on expected expire unused) of approximately $ 0.6 million as of December 31, 2024.

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To the extent that the final tax outcome of these matters is different than the amount recorded, such difference will affect the provision for income taxes and the effective tax rate in the period in which such determination is made.

Notes to Consolidated Financial Statements

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

The reconciliation of the Company's unrecognized tax benefits, which is included in deferred tax assets, net on the Consolidated Balance Sheets, at the beginning and end of the year is as follows:

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federal and state tax examinations for all tax years since 1999 due to our net operating loss carryforwards and the utilization of the carryforwards in years still open under statute.

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

Stockholders' Equity

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The Compensation Committee of the Board of Directors may issue equity-based awards including stock options, stock appreciation rights, restricted stock units, and restricted stock awards.

Options previously granted under the 2018 Plan cliff vest over a period of four or five year s.

Starting with options granted in 2024 under the Plan, vesting generally occurs on a graded schedule with 25 % vesting on each of the second, third, fourth, and fifth anniversary of the grant date, but only if the grantee is continuously employed by the Company or a subsidiary through each such date.

Options granted prior to 2024 under both the Plan and the 2018 Plan cliff vest over a period of four or five year s.

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

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The Plan provided for the issuance of 3,000,000 shares available for grant, in addition to those approved in the 2018 Plan for a total of 9,300,000 shares.

On March 15, 2022, the Board of Directors approved the settlement of 1.1 million options from a grantee with a fair market value option price of $ 11.83 , less a negotiated discount of 2.5 %, totaling $ 12.5 million.

This was paid on April 4, 2022.

On June 17, 2022, at the Annual Meeting of Stockholders, the shareholders authorized an increase of 5,000,000 shares that may be issued under the Plan.

On December 9, 2022, a special meeting of stockholders was held to increase the number of shares issuable under the Plan by 4,000,000 shares, resulting in a total of 18,300,000 shares available for grant under the Plan and the 2018 Plan.

As of December 31, 2023 , there are 1.8 million shares available for grant.

On December 9, 2022, a special meeting of stockholders was held to increase the number of shares issuable under the Plan by 4,000,000 shares.

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

As of December 31, 2024 , there are 10,532,611 shares available for grant under the Plan.

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

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

A summary of stock option activity for the years ended December 31, 2024 and December 31, 2023 is as follows:

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Exercisable as of December 31, 2024

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

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

When stock options exercise, the awards are generally settled in equity net of employee tax withholdings and strike price.

Stock option compensation cost is estimated at the grant date based on the fair-value of the award, which is determined using the Black Scholes option valuation model and is recognized as expense ratably over the requisite service period of the award, generally five years.

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Expected life is based on the vesting period and expiration date of the option.

Stock price volatility is estimated based on a group of similar publicly traded companies determined to be most reflective of the expected volatility of the Company due to the nature of operations of these entities.

Until October 2023, stock price volatility was estimated based on a group of similar publicly traded companies determined to be most reflective of the expected volatility of the Company due to the nature of operations of these entities.

Since October 2023, stock price volatility is estimated using a weighted average of P10 and a group of similar publicly traded companies determined to be most reflective of the expected volatility of the Company due to the nature of operations of these entities.

The risk-free rates are based on the U.S.

Treasury yield in effect at the time of grant.

The dividend yield is based on a $ 0.0325 per share quarterly dividend.

The stock-based compensation expense for stock options was $ 10.3 million , $ 3.9 million, and $ 3.4 million for the years ended December 31, 2023, 2022, and 2021 respectively.

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

The stock-based compensation expense for stock options was $ 9.1 million , $ 10.3 million, and $ 3.9 million for the years ended December 31, 2024, 2023, and 2022, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations.

The total associated income tax benefit was $ 9.9 million, $ 6.1 million, and $ 0.2 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Unrecognized stock-based compensation expense related to outstanding unvested stock options as of December 31, 2024 was $ 23.0 million and is expected to be recognized over a weighted average period of 2.59 years .

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The weighted average assumptions used in calculating the fair value of stock options granted during the years ended December 31, 2024 and December 31, 2023 were as follows:

For the Years Ended December 31,

Expected life

For the Year Ended December 31,

Expected life (in years)

Expected volatility

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Expected dividend yield

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

The Company has granted restricted stock awards ("RSAs") to certain employees.

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

Holders of RSAs have no voting rights and accrue dividends until vesting with payment being made once they vest.

When RSAs vest, the awards

Notes to Consolidated Financial Statements

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

are generally settled in equity.

All of the shares currently vest one year from the grant date.

RSA compensation cost is estimated at the grant date based on the fair value of the award, which is based on the closing market price on the day of grant, and is recognized as expense ratably over the requisite service period of the awards.

The stock-based compensation expense for RSAs was $ 0.7 million , $ 0.4 million, and $ 0.5 million for the years ended December 31, 2024, 2023, and 2022, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations.

The total associated income tax benefit was $ 0.6 million, $ 0.4 million, and $ 0.5 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Unrecognized stock-based compensation expense related to outstanding unvested stock options as of December 31, 2024 was $ 0.4 million and is expected to be recognized over a weighted average period of 0.45 years .

Any future forfeitures will impact this amount.

Weighted-Average Grant

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Holders of RSUs have no voting rights and generally are not eligible to receive dividends or other distributions paid with respect to any RSUs that have not vested.

All of the shares currently vest one year from the grant date excluding the Hark, Bonaccord, and Executive Market Units, which are discussed in more detail below.

When RSUs vest, the awards are generally settled in equity net of employee tax withholdings.

RSU compensation cost is estimated at the grant date based on the fair value of the award, which is based on one of the following methods:

(1) the closing market price on the day of the grant, (2) the closing market price on the day prior to grant, or (3) a 30-day volume weighted average price (VWAP) is recognized as expense ratably over the requisite service period of the awards.

Most of the shares currently vest one year from the grant date excluding certain executive RSUs, the Hark, Bonaccord, and Executive Market Units, which are discussed in more detail below.

The stock-based compensation expense for RSUs excluding the Hark, Bonaccord, Executive Transition, and Executive Market Units, which are discussed in more detail below, was $ 9.6 million , $ 17.1 million, and $ 6.0 million for the years ended December 31, 2024, 2023, and 2022, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations.

The total associated income tax benefit was $ 8.8 million, $ 16.0 million, and $ 0.6 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Unrecognized stock-based compensation expense related to outstanding unvested stock options as of December 31, 2024 was $ 7.3 million and is expected to be recognized over a weighted average period of 1.01 years .

Any future forfeitures will impact this amount.

At the time of the Bonaccord acquisition, the Company entered into a Notice of Restricted Stock Units with certain employees of Bonaccord for grants of Restricted Stock Units ("Bonaccord Units") to be allocated to employees at a later date for meeting certain performance metrics.

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

As of December 31, 2023 , certain performance metrics have been met and specific employees have earned $ 8.0 million in value, which $ 6.6 million was issued in shares and $ 1.4 million was issued in cash.

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

Future vested tranches will be settled in cash.

An expense of $ 5.6 million, $ 7.0 million, and $ 0 has been recorded for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, respectively, on the Consolidated Statements of Operations.

The unrecognized expense associated with the Bonaccord Units was $ 4.8 million as of December 31, 2023.

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

As of December 31, 2024 , certain performance metrics have been met and specific employees have earned $ 17.5 million in value, of which $ 6.6 million was issued in shares and $ 6.9 million was issued in cash.

As of December 31, 2024, the remaining amount of $ 4.0 million is included in accrued compensation and benefits on the Consolidated Balance Sheets and was settled in cash on February 19, 2025.

An expense of $ 4.9 million, $ 5.6 million, and $ 7.0 million has been recorded for the years ended December 31, 2024, 2023, and 2022, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations.

The associated income tax benefit was $ 5.7 million, $ 4.0 million, and $ 3.8 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Notes to Consolidated Financial Statements

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

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

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

As of December 31, 2023, all Hark Units have vested and been issued.

An expense of $ 0.3 million and $ 1.3 million have been recorded for the years ended December 31, 2023 and December 31, 2022 on the Consolidated Statements of Operations.

All Hark Units have vested and been issued.

An expense of $ 0 , $ 0.3 million and $ 1.3 million have been recorded for the years ended December 31, 2024, 2023, and 2022, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations.

The associated income tax benefit was $ 0 , $ 1.0 million, and $ 0 for the years ended December 31, 2024, 2023, and 2022, respectively.

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

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

As of December 31, 2023 , $ 1.0 million has been issued.

For the year ended December 31, 2023 , $ 0.5 million of stock compensation was recognized on the Consolidated Statements of Operations.

The unrecognized expense associated with the Executive Transition Units was $ 3.5 million as of December 31, 2023.

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

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

As of December 31, 2024, all Executive Transition Units have vested and been issued.

For the years ended December 31, 2024 and December 31, 2023 , $ 3.5 million and $ 0.5 million, respectively, of stock compensation expense was recognized on the Consolidated Statements of Operations.

No stock compensation expense for these units was incurred for the year ended December 31, 2022.

The associated income tax benefit was $ 5.0 million for the year ended December 31, 2024 .

There was no associated income tax benefit for the years ended December 31, 2023 and December 31, 2022.

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

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

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As of December 31, 2024 , no ne of the Executive Market Units have vested.

For the year ended December 31, 2023 , $ 0.5 million of stock compensation was recognized on the Consolidated Statements of Operations.

For the years ended December 31, 2024 and December 31, 2023 , $ 2.7 million and $ 0.5 million, respectively, of stock compensation was recognized on the Consolidated Statements of Operations.

No stock compensation expense for these units was incurred for the year ended December 31, 2022 .

There was no associated income tax benefit for the years ended December 31, 2024, 2023, and 2022 .

The unrecognized expense associated with the Executive Market Units was $ 7.6 million as of December 31, 2024.

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

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Expected dividend yield

The below table excludes Executive Market Units that the performance conditions have not been satisfied, Executive Transition Units that have not vested and are recorded as a liability, and Bonaccord or Hark that were issued outside of the Plan, that have not vested and are recorded as a liability or vested and settled in cash.

Notes to Consolidated Financial Statements

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

The below table excludes Executive Market Units that the market conditions have not been satisfied, and Bonaccord or Hark Units that were issued outside of the Plan, that have not vested and are recorded as a liability or vested and settled in cash.

Weighted-Average Grant

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Outstanding as of December 31, 2024

Earnings Per Share

Earnings (Loss) Per Share

The Company presents basic EPS and diluted EPS for our common stock.

Basic EPS excludes potential dilution and is computed by dividing net (loss)/income by the weighted-average number of common shares outstanding for the period.

Basic EPS excludes potential dilution and is computed by dividing net income/(loss) by the weighted-average number of common shares outstanding for the period.

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

For the year ended December 31, 2023, diluted EPS reflects the potential dilution that could occur assuming that all units in P10 Intermediate, that were granted as a result of the WTI acquisition are converted to shares of Class A common stock.

For the years ended December 31, 2024 and December 31, 2022, diluted EPS also reflects the potential dilution that could occur assuming that all units in P10 Intermediate that were granted as a result of the WTI acquisition are converted to shares of Class A common stock.

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

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Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

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

The following table presents a reconciliation of the numerators and denominators used in the computation of basic and diluted EPS:

Ended December 31,

Numerator for basic calculation—Net (loss)/income

Numerator for basic calculation—Net income/(loss)

attributable to P10

Adjustment for:

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

Numerator for (loss)/earnings per share

Numerator for (loss)/earnings per share assuming dilution

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

Numerator for earnings/(loss) per share

Numerator for earnings/(loss) per share assuming dilution

Denominator for basic calculation—Weighted-

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Weighted shares assumed upon exercise of stock

Denominator for (loss)/earnings per share assuming dilution

(Loss)/earnings per Class A share—basic

(Loss)/earnings per Class A share—diluted

(Loss)/earnings per Class B share—basic

(Loss)/earnings per Class B share—diluted

If the Company was in a net income position, the computations of diluted earnings per share on a weighted average basis would exclude 7.0 million options for the year ended December 31, 2023.

The computations of diluted earnings per share excluded options to purchase 6.7 million shares of common stock for the year ended December 31, 2022 and 0.1 million options for the year ended December 31, 2021, respectively, because the options were anti-dilutive.

Redeemable Noncontrolling Interest

In connection with the closing of the acquisition of Five Points on April 1, 2020, the Company formed a new subsidiary, P10 Intermediate, which was the acquiring entity of Five Points.

On April 1, 2020, P10 Intermediate issued three series (A, B and C) of redeemable convertible preferred shares.

On October 2, 2020 and December 14, 2020, P10 Intermediate issued two additional series (D and E) in connection with the acquisitions of TrueBridge and Enhanced.

The preferred shares on an as-if-converted basis represent approximately 40.9 % of the aggregate issued and outstanding share capital of P10 Intermediate with P10 owning the remaining 59.1 % through its 100 % ownership of the outstanding common stock of P10 Intermediate.

The third-party ownership interest represents a noncontrolling interest in P10 Intermediate, which we have a controlling interest in.

Dividends on the preferred shares were recognized as preferred dividends attributable to redeemable non-controlling interest in our Consolidated Statements of Operations.

In connection with the IPO on October 20, 2021, all preferred shares were contractually converted to Class B common shares.

options and vesting of restricted stock units

Denominator for earnings/(loss) per share assuming dilution

Earnings/(loss) per Class A share—basic

Earnings/(loss) per Class A share—diluted

Earnings/(loss) per Class B share—basic

Earnings/(loss) per Class B share—diluted

The computations of diluted earnings per share on a weighted average basis would exclude 8.8 million options for the year ended December 31, 2024 and 6.7 million shares of common stock for the year ended December 31, 2022 , respectively, because the options were anti-dilutive.

If the Company was in a net income position, the computations of diluted earnings per share excluded options to purchase 7.0 million shares of common stock for the year ended December 31, 2023 .

Segment Reporting

The accounting policies of the Company's single operating segment are the same as those described in the summary of significant accounting policies in Note 2.

Customer Information

The Company derived 6.2%, 9.0%,and 11.2% of its total revenues from Enhanced P.C.

for the years ended December 31, 2024, 2023, and 2022 , respectively.

See Note 12 for further discussion.

From time to time, a fund managed by the Company will constitute more than 10 % of the Company's total revenue due to catch-up fees, which are described in Note 2.

Catch-up fees are non-recurring in nature and as such these funds do not represent a concentration risk for the Company's revenue.

No other individual client constituted more than 10% of the Company's total revenues for the years ended December 31, 2024, 2023, and 2022 , respectively.

Refer to Note 3 for further details provided on the Company's source of revenues.

Geographic Information

The primary geographic region in which the Company invests is in the United States and the majority of its revenues are generated in the United States.

For the years ended December 31, 2024, 2023, and 2022 , most of the Company's revenues were generated in the United States.

No individual foreign country constituted more than 10 % of the Company's revenues for the years ended December 31, 2024, 2023, and 2022.

Notes to Consolidated Financial Statements

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

The Company's long-lived assets consist of property and equipment, lease right-of-use assets, and finite-lived intangibles.

As of December 31, 2024 and December 31, 2023 , most of the Company's long-lived assets were in the United States.

No individual foreign country constituted more than 10 % of the Company's long-lived assets as of December 31, 2024 and December 31, 2023.

Significant Segment Expense

The following table presents information about reported segment revenue, segment profit or loss, and significant segment expenses for the years ended December 31, 2024, 2023, and 2022:

For the Year Ended December 31,

Total Revenues

cash compensation and benefits, net of one-time expenses

stock based compensation

management profit share (2)

professional fees, net of one-time expenses

general, administrative and other, net of one-time expenses

placement agent expenses

other segment items (1)

Net income/(loss)

(1) Other segment items included in net income/(loss) includes (i) contingent consideration expense, amortization of intangibles, strategic alliance expense, income tax expense, interest expense, net, as well as other (losses)/income, and (ii) one-time expenses excluded from the significant segment expenses.

(2) Management profit share represents compensation expense attributable to variable compensation structures tied to the profitability of our business, paid to senior employees.

The following table reconciles the components of cash compensation and benefits, net of one-time expenses to their equivalent GAAP measures, reported in the Consolidated Statement of Operations for the years ended December 31, 2024, 2023, and 2022:

For the Year Ended December 31,

Compensation and benefits

Stock based compensation

Management profit share (2)

One-time expenses (1)

Cash compensation and benefits, net of one-time expenses

(1) The adjustments for one-time expenses relate primarily to (i) restructuring of the management team including signing bonus and severance;

and (ii) acquisition-related expenses which reflects the actual costs incurred during the period for the acquisition of new businesses, which primarily consists of bonuses not paid to employees directly related to the WTI acquisition.

(2) Management profit share represents compensation expense attributable to variable compensation structures tied to the profitability of our business, paid to senior employees.

Notes to Consolidated Financial Statements

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

The following table reconciles the components of professional fees, net of one-time expenses to their equivalent GAAP measures, reported in the Consolidated Statement of Operations for the years ended December 31, 2024, 2023, and 2022:

For the Year Ended December 31,

Professional fees

One-time expenses (1)

Professional fees, net of one-time expenses

(1) The adjustments for one-time expenses relate primarily to (i) restructuring of the management team including placement/search fees;

(ii) acquisition-related expenses which reflects the actual costs incurred during the period for the acquisition of new businesses, which primarily consists of fees for professional services including legal, accounting, and advisory related to the acquisition;

(iii) the cost of financing our business and (iv) expenses related to debt refinancing.

The following table reconciles the components of general, administrative and other, net of one-time expenses to their equivalent GAAP measures, reported in the Consolidated Statement of Operations for the years ended December 31, 2024, 2023, and 2022:

For the Year Ended December 31,

General, administrative and other

Placement agent expenses

One-time expenses (1)

General, administrative and other, net of one-time expenses

(1) The adjustments for one-time expenses relate primarily to (i) expenses that typically do not require us to pay them in cash in the current period (such as depreciation and amortization);

(ii) the cost of financing our business;

and (iii) acquisition-related expenses which reflects the actual costs incurred during the period for the acquisition of new businesses.

Other Segment Information

Interest expense is reported on the Consolidated Statements of Operations as interest expense, net.

Interest income is reported on the Consolidated Statements of Operations within other (losses) and was $ 1.3 million for the year ended December 31, 2024 .

Interest income was insignificant for the years ended December 31, 2023 and December 31, 2022.

Subsequent Events

The Board of Directors of the Company has declared a quarterly dividend of $ 0.0325 per share of Class A and Class B common stock, payable on March 26, 2024, to the holders of record as of the close of business on March 11, 2024.

On February 9, 2024, the Company announced that William "Fritz" Souder will be retiring from P10 and his employment will end as of the expiration of the initial term of his employment agreement on May 11, 2024, unless terminated earlier in accordance with the provisions of the employment agreement.

Accordingly, Mr.

Souder will, subject to his entering into a general release of claims, receive the following severance payments and benefits in accordance with his

The Board of Directors of the Company has declared a quarterly cash dividend of $ 0.035 per share of Class A and Class B common stock, payable on March 20, 2025, to the holders of record as of the close of business on February 28, 2025.

On February 11, 2025, the Board of Directors authorized an additional $ 40.0 million of outstanding Class A and B shares of the Company's stock under the Stock Repurchase Program.

On February 14, 2025, the Company granted to employees 2,271,044 options under the 2021 Incentive Plan.

The options generally vest 25 % a year starting with the second anniversary of the date of grant and expire ten years from the grant date.

Notes to Consolidated Financial Statements

(dollar amounts stated in thousands)

employment agreement:

(i) a lump sum payment, equal to twelve (12) months of his base salary;

(ii) subject to his timely election and elegibility for COBRA, reimbursement of COBRA premiums for health insurance continuation coverage (to the extent such premiums exceed the contributory cost for the same coverage that P10 charges active employees) for twelve (12) months or until his right to COBRA continuation expires, whichever is shorter;

(iii) the target amount of his annual bonus ( 100 % of base salary);

(iv) immediate vesting of any and all options, restricted stock, and restricted stock units owned directly or beneficially by him and carried interests in the investment vehicles of the affiliated entities granted to him;

and (v) he will be released from all lock up restrictions.

For the year ended December 31, 2023, the Company recognized $ 1.2 million of severance expense, which is included in compensation and benefits in the Consolidated Statements of Operations for the year ended December 31, 2023.

On February 27, 2024, the Board of Directors authorized an additional $ 40.0 million of repurchases of outstanding Class A and B shares of the Company's stock under the Stock Repurchase Program.

On March 4, 2024, the Company granted to employees 2,470,917 options under the 2021 Incentive Plan.

The exercise of options granted to employees other than Section 16 officers are contingent upon approval by the Company’s shareholders of an increase in the share reserve under the 2021 Incentive Plan at the Company’s 2024 annual shareholder meeting.

The options vest 25 % a year starting with the second anniversary of the date of grant and expire ten years from the grant date.

On March 4, 2024, the Company granted to employees 845,394 restricted stock units under the 2021 Incentive Plan.

The RSUs vest on the first anniversary of the grant.

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

On February 14, 2025, the Company granted to employees 828,116 restricted stock units under the 2021 Incentive Plan.

The RSUs generally vest on the first anniversary of the date of grant with a certain employee's RSU vest 25 % a year starting with the first anniversary of the date of grant.

In accordance with ASC 855, Subsequent Events, the Company evaluated all material events or transactions that occurred after December 31, 2024, the Consolidated Balance Sheets date, through the date the Consolidated Financial Statements were issued, and determined there have been no additional events or transactions that would materially impact the Consolidated Financial Statements.

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data